[Junction City, AR]




                                    L E A S E

                                     between

                     HEALTH CARE PROPERTY INVESTORS, INC.,


                                    as Lessor


                                       AND


            CENTENNIAL HEALTHCARE INVESTMENT CORPORATION,


                                    as Lessee



                            Dated as of June 15, 1998














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TABLE OF CONTENTS
                                                                 Page



      ARTICLE I.................................................  1
           1.   Leased Property; Term...........................  1

      ARTICLE II................................................  2
           2.   Definitions.....................................  2

      ARTICLE III............................................... 18
           3.1  Rent............................................ 18
           3.2  Determination of Additional Rent................ 20
           3.3  Confirmation of Gross Revenues.................. 21
           3.4  Additional Charges.............................. 21
           3.5  Late Payment of Rent............................ 22
           3.6  Net Lease....................................... 23

      ARTICLE IV................................................ 23
           4.1  Impositions..................................... 23
           4.2  Utilities....................................... 24
           4.3  Insurance....................................... 24
           4.4  Impound Account................................. 25
           4.5  Tax Service..................................... 25

      ARTICLE V................................................. 25
           5.   No Termination, Abatement, etc.................. 25

      ARTICLE VI................................................ 26
           6.1  Ownership of the Leased Property................ 26
           6.2  Personal Property............................... 26
           6.3  Transfer  of  Personal  Property  and  Capital
           Additions to Lessor.................................. 26

      ARTICLE VII............................................... 26
           7.1  Condition of the Leased Property................ 26
           7.2  Use of the Leased Property...................... 27
           7.3  [Reserved]...................................... 28
           7.4  Preservation  of Gross  Revenues  and Facility
           Value 28

      ARTICLE VIII.............................................. 28
           8.   Compliance    with    Legal   and    Insurance
                Requirements, Instruments, etc.................. 28

      ARTICLE IX................................................ 29
           9.1  Maintenance and Repair.......................... 29
           9.2  Encroachments, Restrictions, etc................ 31

<PAGE>



      ARTICLE X................................................. 32
           10.1 Construction  of Capital  Additions  and Other
                Alterations to the Leased Property.............. 32
           10.2 Requirements  for  Any  Alterations  Which  Do
                Not Require Lessor's Consent.................... 32

      ARTICLE XI................................................ 41
           11.  Liens........................................... 41

      ARTICLE XII............................................... 41
           12.  Permitted Contests.............................. 41

      ARTICLE XIII.............................................. 42
           13.1 General Insurance Requirements.................. 42
           13.2 Replacement Cost................................ 43
           13.3 Additional Insurance............................ 43
           13.4 Waiver of Subrogation........................... 43
           13.5 Policy Requirements............................. 44
           13.6 Increase in Limits.............................. 44
           13.7 Blanket   Policies   and   Policies   Covering
           Multiple Locations................................... 44
           13.8 No Separate Insurance........................... 44

      ARTICLE XIV............................................... 45
           14.1 Insurance Proceeds.............................. 45
           14.2 Insured Casualty................................ 45
           14.3 Uninsured Casualty.............................. 46
           14.4 No Abatement of Rent............................ 47
           14.5 Waiver.......................................... 47

      ARTICLE XV................................................ 47
           15.  Condemnation.................................... 47
                15.1 Total Taking............................... 47
                15.2 Partial Taking............................. 47
                15.3 Restoration................................ 47
                15.4 Award-Distribution......................... 47
                15.5 Temporary Taking........................... 48
                15.6 Sale Under Threat of Condemnation.......... 48

      ARTICLE XVI............................................... 48
           16.1 Events of Default............................... 48
           16.2 Certain Remedies................................ 51
           16.3 Damages......................................... 51
           16.4 Receiver........................................ 52
           16.5 Lessee's Obligation to Purchase................. 52

<PAGE>



           16.6 Waiver.......................................... 52
           16.7 Application of Funds............................ 53
           16.8 Facility Operating Deficiencies................. 53
           16.9 [Reserved]...................................... 53
           16.10Lessor's Security Interest...................... 53

      ARTICLE XVII.............................................. 54
           17.  Lessor's Right to Cure Lessee's Default......... 54

      ARTICLE XVIII............................................. 55
           18.  Purchase of the Leased Property................. 55

      ARTICLE XIX............................................... 55
           19.  Renewal Terms................................... 55

      ARTICLE XX................................................ 56
           20.  Holding Over.................................... 56

      ARTICLE XXI............................................... 56
           21.1 Letter(s) of Credit............................. 56
           21.2 Uses of Letter(s) of Credit..................... 56
           21.3 Treatment  of Funds Drawn Under  Letter(s)  of
           Credit............................................... 57

      ARTICLE XXII.............................................. 57
           22.  Risk of Loss.................................... 57

      ARTICLE XXIII............................................. 57
           23.  General Indemnification......................... 57

      ARTICLE XXIV.............................................. 58
           24.  Transfers....................................... 58
                24.1 Prohibition................................ 58
                24.2 Consent and Transfer Consideration......... 59
                24.3 Attornment and Related Matters............. 60
                24.4 Assignment  of  Lessee's  Rights  Against
                     Occupant Under a Master Sublease........... 61
                24.5 Costs...................................... 61
                24.6 No Release of Lessee's Obligations......... 61
                24.7 REIT Protection............................ 62
                24.8 Transfers In Bankruptcy.................... 62
                24.9 Public Offering/Public Trading............. 63

<PAGE>



                24.10Special    Transactions   Not   Requiring
                Lessor's Consent................................ 63



<PAGE>



      ARTICLE XXV............................................... 65
           25.  Officer's     Certificates    and    Financial
           Statements........................................... 65
                25.1 Officer's Certificate...................... 65
                25.2 Statements................................. 65
                25.3 Charges.................................... 66

      ARTICLE XXVI.............................................. 67
           26.  Lessor's   Right  to  Inspect   and  Show  the
                Leased Property and Capital Additions........... 67

      ARTICLE XXVII............................................. 67
           27.  No Waiver....................................... 67

      ARTICLE XXVIII............................................ 67
           28.  Remedies Cumulative............................. 67

      ARTICLE XXIX.............................................. 68
           29.  Acceptance of Surrender......................... 68

      ARTICLE XXX............................................... 68
           30.  No Merger....................................... 68

      ARTICLE XXXI.............................................. 68
           31.  Conveyance by Lessor............................ 68

      ARTICLE XXXII............................................. 68
           32.  Quiet Enjoyment................................. 68

      ARTICLE XXXIII............................................ 68
           33.  Notices......................................... 68

      ARTICLE XXXIV............................................. 69
           34.  Appraiser....................................... 69

      ARTICLE XXXV.............................................. 71
           35.  Right of First Offer............................ 71

      ARTICLE XXXVI............................................. 72
           36.1 Lessor May Grant Liens.......................... 72
           36.2 Attornment...................................... 72

      ARTICLE XXXVII............................................ 72
           37.1 Hazardous Substances............................ 72
           37.2 Notices......................................... 73

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           37.3 Remediation..................................... 73
           37.4 Indemnity....................................... 74
           37.5 Environmental Inspection........................ 75
           37.6 Review and  Approval of Current  Environmental
           Report............................................... 76

      ARTICLE XXXVIII........................................... 78
           38.  Memorandum of Lease............................. 78

      ARTICLE XXXIX............................................. 78
           39.  Sale of Assets.................................. 78

      ARTICLE XL.    [INTENTIONALLY DELETED].................... 79

      ARTICLE XLI............................................... 79
           41.  Authority....................................... 79

      ARTICLE XLII.............................................. 79
           42.  Attorneys' Fees................................. 79

      ARTICLE XLIII............................................. 79
           43.  Brokers......................................... 79

      ARTICLE XLIV.............................................. 79
           44.  Submission to Arbitration....................... 79

      ARTICLE XLV............................................... 81
           45.  Miscellaneous................................... 81
                45.1 Survival................................... 81
                45.2 Severability............................... 81
                45.3 Non-Recourse............................... 81
                45.4 Licenses................................... 81
                45.5 Successors and Assigns..................... 82
                45.6 Termination Date........................... 82
                45.7 Governing Law.............................. 83
                45.8 Waiver of Trial by Jury.................... 83
                45.9 Lessee's Equitable Remedies................ 84
                45.10Entire Agreement........................... 84
                45.11Headings................................... 84
                45.12Counterparts............................... 84
                45.13Joint and Several.......................... 84
                45.14Interpretation............................. 85
                45.15Time of Essence............................ 85
                45.16Force Majeure.............................. 85
                45.17Further Assurances......................... 85

<PAGE>




      ARTICLE XLVI.............................................. 85
           46.  Delays in Delivery of Possession................ 85

      ARTICLE XLVII............................................. 86
           47.  Additional     Conditions     to     Continued
           Effectiveness of Lease............................... 86

      ARTICLE XLVIII............................................ 87
           48.  Representations by the Parties.................. 87

      ARTICLE XLIX.............................................. 88
           49.  Renegotiation/Early Termination................. 88

      ARTICLE L................................................. 89
           50.  Minimum  Rent  and  Special   Additional  Rent
           Reallocation......................................... 89

      ARTICLE LI................................................ 90
           51.  Pre-Commencement Provisions..................... 90


Exhibit A  Legal Description of the Land

Exhibit B  List of Lessor's Personal Property

Exhibit C  Form of Amendment

Exhibit D  Existing Leases

Exhibit E  Facilities Group Leases

Exhibit F  Fixed  Term  Monthly  Minimum  Rent  Schedule;   Initial
           Minimum  Purchase  Price  and  Special  Additional  Rent
           Schedule

Exhibit G  Permitted Exceptions

Exhibit H  Minimum Rent Reallocation Example(s)




<PAGE>





                                      LEASE


           THIS LEASE  ("Lease") is dated as of the 15th day of June,  1998, and
is between  [HEALTH  CARE  PROPERTY  INVESTORS,  INC.,  a  Maryland  corporation
("Lessor"),   and  CENTENNIAL  HEALTHCARE  INVESTMENT  CORPORATION,   a  Georgia
corporation ("Lessee").


                                   ARTICLE I.

           1.   Leased Property; Term

           Upon and subject to the terms and conditions  hereinafter  set forth,
Lessor leases to Lessee and Lessee leases from Lessor all of Lessor's rights and
interests in and to the following (collectively the "Leased Property"):

                (a)  the  real  property  described  in  Exhibit  A
attached hereto (collectively, the "Land");

                (b) all buildings,  structures,  Fixtures and other improvements
of every kind now or  hereafter  located on the Land,  including  alleyways  and
connecting tunnels,  sidewalks,  utility pipes,  conduits and lines (on-site and
off-site to the extent  Lessor has obtained  any interest in the same),  parking
areas and roadways  appurtenant  to such  buildings and  structures  and Capital
Additions funded by Lessor (collectively, the "Leased Improvements");

                (c) all easements, rights and appurtenances relating to the Land
and the Leased Improvements (collectively, the "Related Rights");

                (d) all equipment,  machinery, fixtures, and other items of real
and/or personal property,  including all components  thereof,  now and hereafter
located  in,  on or  used in  connection  with  and  permanently  affixed  to or
incorporated  into the Leased  Improvements,  including all  furnaces,  boilers,
heaters,  electrical  equipment,   heating,  plumbing,  lighting,   ventilating,
refrigerating,  incineration,  air and water pollution control,  waste disposal,
air-cooling and air-conditioning systems, apparatus, sprinkler systems, fire and
theft  protection  equipment,  and built-in  oxygen and vacuum  systems,  all of
which, to the greatest extent  permitted by law, are hereby deemed to constitute
real estate,  together with all  replacements,  modifications,  alterations  and
additions thereto (collectively, the "Fixtures"); and

                (e) the  machinery,  equipment,  furniture  and  other  personal
property  described on Exhibit B attached hereto together with any other item of
personal  property  funded by Lessor as part of a Capital  Project  pursuant  to
Section  10.3  below  (as  defined  below)  and  any and  all  replacements  and
substitutes  for  any  of  the  foregoing   (collectively,   "Lessor's  Personal
Property").

           SUBJECT,  HOWEVER, to the Permitted Exceptions,  as defined below, to
have and to hold for (1) a fixed  term  (the  "Fixed  Term")  commencing  on the
Commencement  Date,  as defined  below,  and ending at 11:59 p.m.  Los  Angeles,
California,  time on September 30, 2012, and (2) the Extended Terms provided for
in Article XIX unless this Lease is earlier terminated as hereinafter  provided.
Following the Commencement  Date, the parties shall execute an amendment to this
Lease in substantially  the form attached hereto as Exhibit C to confirm certain
matters,  including the Commencement  Date. In addition,  following each Capital
Project Rent  Commencement  Date (as defined  below),  if any, the parties shall
similarly  execute an amendment to this Lease to confirm the total Project Costs
(as defined below) funded by Lessor on account of a Capital  Project (as defined
below) and the  applicable  increase in the Minimum  Rent (as defined  below) on
account  thereof  pursuant  to Section 3.1 below.  Upon any other  change in the
Minimum  Rent  pursuant to Section  3.1 below or  elsewhere  in this Lease,  the
parties shall again execute an amendment to this Lease  confirming such matters.
Notwithstanding  the foregoing,  the failure of Lessee to so execute and deliver
any such amendment shall not affect Lessor's  determination of the matters to be
confirmed thereby.

                                   ARTICLE II.

           2. Definitions.  For all purposes of this Lease,  except as otherwise
expressly  provided  or unless the  context  otherwise  requires,  (i) the terms
defined in this Article  have the meanings  assigned to them in this Article and
include  the  plural  as well as the  singular;  (ii) all  accounting  terms not
otherwise  defined herein have the meanings  assigned to them in accordance with
GAAP as at the time applicable; (iii) all references in this Lease to designated
"Articles,"  "Sections" and other  subdivisions are to the designated  Articles,
Sections and other  subdivisions of this Lease;  (iv) the word "including" shall
have the same meaning as the phrase "including,  without  limitation," and other
similar phrases;  and (v) the words "herein," "hereof" and "hereunder" and other
similar words refer to this Lease as a whole and not to any particular  Article,
Section or other subdivision:

                AAA:  As defined in Article XLIV.

                Additional Charges:  As defined in Article III.

                Additional Rent:  As defined in Article III.

                Adios Date:  As defined in Article XLVII.

                Adjustment Amount:  As defined in Article L.

                Affiliate:  Any Person which,  directly or indirectly (including
through one or more  intermediaries),  controls or is  controlled by or is under
common control with any other Person,  including any Subsidiary of a Person. For
purposes of this definition,  the definition of "Controlling  Person" below, and
Article XXIV below,  the term "control"  (including the correlative  meanings of
the terms "controlled by" and "under common control with"), as used with respect
to any Person,  shall mean the  possession,  directly or  indirectly  (including
through  one or more  intermediaries),  of the  power to  direct  or  cause  the
direction of the management  and policies of such Person,  through the ownership
or control of voting securities, partnership interests or other equity interests
or otherwise.  Without limiting the generality of the foregoing,  when used with
respect to any  corporation,  the term  "Affiliate"  shall also  include (i) any
Person  which  owns,  directly  or  indirectly  (including  through  one or more
intermediaries),  Fifty Percent (50%) or more of any class of voting security or
equity  interests of such  corporation,  (ii) any Subsidiary of such corporation
and (iii) any Subsidiary of a Person described in clause (i).

                Allocated  Value:  As  defined  in the  definition  of  Transfer
Consideration  in this Article II and as further  determined in accordance  with
the appraisal procedures set forth in Article XXXIV.

                Appraiser:  As defined in Article XXXIV.

                Architect:  An architect  and/or engineer  licensed in the State
and selected by Lessee and  reasonably  approved by Lessor;  provided,  however,
that with  respect  to any  approved  Capital  Project,  if the scope and nature
thereof  does not  require  the  services  of an  architect  and/or  engineer as
reasonably  determined  by Lessee  and  Lessor,  then for  purposes  of any such
Capital Project,  the term "Architect" may instead mean a space planner or other
construction consultant engaged by Lessee and reasonably approved by Lessor.

                Award:  All  compensation,   sums  or  anything  of
value   awarded,   paid  or   received   on  a  total  or   partial
Condemnation.

                Bankruptcy  Code:  The  United  Stated   Bankruptcy
Code (11  U.S.C.  ss. 101 et  seq.),  and any  successor  statute  or
legislation thereto.

                Base Gross Revenues:  (i) For the Fixed Term, the Gross Revenues
for the Gross Revenue Year  commencing  January 1, 2001 and ending  December 31,
2001,  (ii) for the first  Extended  Term  (i.e.,  October 1, 2012  through  and
including  September 30, 2022), if applicable,  the Gross Revenues for the Gross
Revenue Year commencing  January 1, 2012 and ending December 31, 2012, and (iii)
for the second  Extended  Term  (i.e.,  October 1, 2022  through  and  including
September 30, 2032),  if  applicable,  the Gross  Revenues for the Gross Revenue
Year commencing January 1, 2022 and ending December 31, 2022.

                Business  Day:  Each Monday,  Tuesday,  Wednesday,  Thursday and
Friday which is not a day on which  national  banks in the City of New York, New
York are authorized, or obligated, by law or executive order, to close.

                Capital  Additions:  One or more new  buildings,  or one or more
additional  structures annexed to any portion of any of the Leased Improvements,
or the material expansion of existing improvements, which are constructed on any
parcel or portion of the Land, during the Term, including  construction of a new
wing or new story,  or the  renovation  of existing  improvements  on the Leased
Property  in order to  provide a  functionally  new  facility  needed to provide
services not previously offered.

                Capital  Addition Costs:  The costs of any Capital Addition made
to the Leased Property  whether paid for by Lessee or Lessor,  including (i) all
permit fees and other costs imposed by any Governmental  Authority,  the cost of
site preparation,  the cost of construction  including  materials and labor, the
cost of supervision and related design,  engineering and architectural services,
the cost of any fixtures,  and if and to the extent approved by Lessor, the cost
of  construction  financing;  (ii) fees paid to obtain  necessary  licenses  and
certificates;  (iii) if and to the extent  approved  by Lessor in writing and in
advance,  the cost of any land  contiguous  to the Leased  Property  which is to
become a part of the  Leased  Property  purchased  for the  purpose  of  placing
thereon the Capital  Addition or any portion  thereof or for providing  means of
access thereto, or parking facilities therefor,  including the cost of surveying
the same;  (iv) the cost of  insurance,  real  estate  taxes,  water and  sewage
charges  and  other   carrying   charges  for  such  Capital   Addition   during
construction; (v) the cost of title insurance; (vi) reasonable fees and expenses
of legal  counsel;  (vii) filing,  registration  and  recording  taxes and fees;
(viii)  documentary  stamp and similar taxes;  and (ix) all reasonable costs and
expenses  of Lessor and any Person  which has  committed  to finance the Capital
Addition,  including (a) the  reasonable  fees and expenses of their  respective
legal counsel;  (b) printing  expenses;  (c) filing,  registration and recording
taxes and fees; (d)  documentary  stamp and similar taxes;  (e) title  insurance
charges  and  appraisal  fees;  and (f)  commitment  fees  charged by any Person
advancing or offering to advance any portion of the  financing  for such Capital
Addition. All Project Costs advanced or funded by Lessor hereunder on account of
a Capital Project shall be treated as a Capital Addition Cost paid for by Lessor
under this Lease.

                Capital  Project  Rent  Commencement  Date:  With respect to any
Capital Project funded by Lessor pursuant to Section 10.3 below,  the earlier of
(i) the Completion Date and (ii) the Outside Date.

                Capital  Projects:   Collectively,   any  approved  (i)  Capital
Renovation Project and/or (ii) Capital Addition,  in each such instance which is
to be funded by Lessor pursuant to Section 10.3.

                Capital   Renovation   Project:   Any  capital   repairs  and/or
improvements to the Leased Property which do not constitute a Capital  Addition,
together  with any FF&E  Refurbishment.  As used  herein,  a "capital  repair or
capital  improvement"  shall be any repair or improvement the cost of which must
be capitalized for financial reporting purposes.

                Code:  The  Internal   Revenue  Code  of  1986,  as
amended.

                Commencement  Date:  The date  Lessee  takes  possession  of and
commences  use and operation of the Leased  Property for any purpose  whatsoever
following  satisfaction of the condition to the continued  effectiveness of this
Lease as set forth in Article XLVII below.

                Commercial  Occupancy  Arrangement:  Any commercial
(as opposed to resident or patient) Occupancy Arrangement.

                Completion Date: The date on which the  construction/performance
of any Capital Project has been substantially  completed and Lessee has received
all licenses,  authorizations and permits,  if any, required by any Governmental
Authority  for  the  use and  operation  of the  Capital  Project  (including  a
certificate or temporary certificate of occupancy, if applicable).  For purposes
of   this    Lease,    "substantially    completed"    shall   mean   that   the
improvements/repairs being  constructed/performed as part of the Capital Project
and all other work which Lessee is  obligated  to perform  under this Lease with
respect to a Capital Project have been functionally completed in accordance with
the Plans therefor and the applicable provisions of this Lease,  notwithstanding
the fact that Punch-List Items remain to be performed.

                Condemnation: The exercise of any governmental power, whether by
legal  proceedings or otherwise,  by a Condemnor or a voluntary sale or transfer
by Lessor to any Condemnor,  either under threat of  condemnation or while legal
proceedings for condemnation are pending.

                Condemnor:  Any public or  quasi-public  authority,
or  private   corporation  or  individual,   having  the  power  of
Condemnation.

                Consolidated Financials: For any fiscal year or other accounting
period for any Person and its consolidated Subsidiaries,  statements of earnings
and retained  earnings and of changes in financial  position for such period and
for the period from the  beginning of the  respective  fiscal year to the end of
such period and the related balance sheet as of the end of such period, together
with  the  notes  thereto,  all  in  reasonable  detail  and  setting  forth  in
comparative form the corresponding  figures for the corresponding  period in the
preceding fiscal year, and prepared in accordance with GAAP.

                Consolidated  Net  Worth:  At any time,  the sum of
the  following  for any Person and its  consolidated  Subsidiaries,
on a consolidated basis determined in accordance with GAAP:

                     (i)  the  amount  of  capital  or  stated   capital  (after
           deducting the cost of any shares held in its treasury), plus

                     (ii) the amount of capital  surplus and  retained  earnings
           (or, in the case of a capital surplus or retained  earnings  deficit,
           minus the amount of such deficit), minus

                     (iii)the  sum  of the  following  (without  duplication  of
           deductions  in respect  of items  already  deducted  in  arriving  at
           surplus and retained  earnings):  (a)  unamortized  debt discount and
           expense;  and (b) any write-up in book value of assets resulting from
           a  revaluation  thereof  subsequent  to the most recent  Consolidated
           Financials prior to the date hereof, excluding,  however, any (i) net
           write-up in value of foreign  currency in accordance  with GAAP, (ii)
           write-up  resulting  from a  reversal  of a reserve  for bad debts or
           depreciation,  and (iii) write-up  resulting from a change in methods
           of accounting for inventory.

                Controlling  Person:  Any  (i)  Person(s)  which,   directly  or
indirectly (including through one or more  intermediaries),  controls Lessee and
would be deemed an Affiliate of Lessee,  including any  partners,  shareholders,
principals,  members, trustees and/or beneficiaries of any such Person(s) to the
extent the same control  Lessee and would be deemed an Affiliate of Lessee,  and
(ii) Person(s) which controls,  directly or indirectly (including through one or
more intermediaries),  any other Controlling Person(s) and which would be deemed
an Affiliate of any such Controlling Person(s).

                County:   The  County  or  Township  in  which  the
Leased Property is located.

                CPR:  As defined in Article XLIV.

                Current Operator:  As defined in Article XLVI.

                Date of  Taking:  The  date the  Condemnor  has the
right to possession of the property being condemned.

                Environmental Costs:  As defined in Article XXXVII.

                Environmental  Laws:  Environmental  Laws shall mean any and all
federal,  state,  municipal  and  local  laws,  statutes,   ordinances,   rules,
regulations,  guidances, policies, orders, decrees, judgments, whether statutory
or common law, as amended  from time to time,  now or  hereafter  in effect,  or
promulgated,  pertaining  to the  environment,  public  health  and  safety  and
industrial  hygiene,  including the use,  generation,  manufacture,  production,
storage,   release,   discharge,   disposal,   handling,   treatment,   removal,
decontamination,   clean-up,  transportation  or  regulation  of  any  Hazardous
Substance,  including  the  Clean  Air Act,  the  Clean  Water  Act,  the  Toxic
Substances Control Act, the Comprehensive  Environmental  Response  Compensation
and  Liability  Act, the  Resource  Conservation  and Recovery  Act, the Federal
Insecticide,  Fungicide,  Rodenticide  Act, the Safe Drinking  Water Act and the
Occupational Safety and Health Act.

                Environmental   Report:   As   defined  in  Article
XXXVII.

                Event of Default:  As defined in Article XVI.

                Existing  Leases:  Those certain  leases  described on Exhibit D
attached hereto and incorporated  herein by this reference  between Lessor or an
Affiliate of Lessor and Lessee or an Affiliate of Lessee.

                Extended Term(s):  As defined in Section 19.1.

                Facility:  The health care facility  being operated
on the Leased  Property,  together with any Capital  Additions,  in
accordance with this Lease.

                Facility Group  Facilities:  The "Leased  Property"
and  "Facilities"  covered by each  Facility  Group Lease (each,  a
"Facility Group Facility").

                Facility Group Leases:  Those certain leases,  each of even date
herewith, between Lessor or an Affiliate of Lessor and Lessee or an Affiliate of
Lessee and  covering  one of the  respective  facilities  described on Exhibit E
attached hereto and incorporated  herein by this reference.  This Lease shall be
deemed a "Facility Group Lease" for purposes of each other Facility Group Lease.

                Facility Mortgage:  As defined in Article XIII.

                Facility Mortgagee:  As defined in Article XIII.

                Facility  Operating  Deficiency:  A deficiency in the conduct of
the operation of the Facility which, in the reasonable  determination of Lessor,
if not  corrected  within a  reasonable  time,  would have the likely  effect of
causing a revocation or termination of (i) the Facility's  applicable  licensure
necessary  to  operate  the  Facility  for  its  Primary  Intended  Use or  (ii)
certification under government reimbursement programs and which would materially
affect Gross Revenues or a material number of patients/residents.

                Fair Market  Rental:  The fair market rental value of the Leased
Property and all Capital Additions,  or applicable portion(s) thereof (including
any appropriate periodic escalations therein), determined in accordance with the
appraisal  procedures  set forth in  Article  XXXIV,  and  assuming  the same is
exposed on the open market at the time of the appraisal and taking into account,
among other relevant factors,  the income generated from the Leased Property and
all Capital  Additions,  or  applicable  portion(s)  thereof,  but  specifically
excluding  brokerage  commissions and other Lessor payments that do not directly
inure to the benefit of lessees.

                Fair Market Value:  The fair market value of the Leased Property
and  all  Capital  Additions,   determined  in  accordance  with  the  appraisal
procedures  set forth in Article  XXXIV and this  definition.  Fair Market Value
shall  also be  determined  by  valuing  the  Leased  Property  and all  Capital
Additions  as  a  fully-permitted  Facility  operated  in  accordance  with  the
provisions of this Lease.

                FF&E  Refurbishment:  That portion of any Capital  Project which
relates to the purchase,  installation  and/or  repair of any tangible  moveable
Personal Property for the Facility.

                Fixed Term:  As defined in Article I.

                Fixtures:  As defined in Article I.

                GAAP:  Generally accepted accounting principles.

                Governmental  Authority:  The United States, the State,  county,
city and applicable subdivision in which the Leased Property is located or which
exercise     jurisdiction     over    the    Leased    Property    and/or    the
construction/performance  of a Capital  Project,  and any  court  administrator,
agency, department,  commission, board, bureau or instrumentality of any of them
which    exercise    jurisdiction    over    the    Leased    Property    and/or
construction/performance of a Capital Project.

                Gross Revenue  Year:  Each twelve (12) month period
from January 1 to and including December 31.

                Gross Revenues:  All revenues  received or receivable from or by
reason of the operation of the Facility or any other use of the Leased Property,
Lessee's  Personal  Property and all Capital  Additions  including  all revenues
received or receivable for the use of or otherwise attributable to units, rooms,
beds and other facilities provided,  meals served, services performed (including
ancillary services),  space or facilities subleased or goods sold on or from the
Leased  Property  and all  Capital  Additions;  provided,  however,  that  Gross
Revenues shall not include:

                     (i)  non-operating  revenues  such as  interest  income  or
           income  from the sale of assets  not sold in the  ordinary  course of
           business; and

                     (ii) federal, state or local excise taxes and any tax based
           upon or measured by such revenues which is added to or made a part of
           the amount billed to the patient or other  recipient of such services
           or goods, whether included in the billing or stated separately.

                Gross  Revenues for each Gross  Revenue  Year shall  include all
cost report  settlement  amounts properly  estimated and recordable  during such
Gross Revenue Year in accordance  with GAAP relating to health care  accounting,
regardless  of the Gross  Revenue Year that such  settlement  amounts based upon
such estimates are actually  received or paid;  provided,  however,  that if any
settlements amounts received,  paid or charged during any Gross Revenue Year are
attributable to any prior Gross Revenue Year and such amounts actually  received
or  charged  are in excess of or less than the  settlements  amounts  which were
properly estimated and recordable during such prior Gross Revenue Year, then the
amount of such excess or  deficiency,  as the case may be, shall be included (or
excluded,  as the case may be)  during  the Gross  Revenue  Year in which  paid,
received or charged,  as  applicable,  regardless of the Gross Revenue Year that
such excess or deficiency actually applies to. Gross Revenues shall also include
the Gross  Revenues of any Occupant  under a Commercial  Occupancy  Arrangement,
i.e., the Gross Revenues generated from the operations conducted on or from such
subleased, licensed or other used or occupied portion of the Leased Property and
all  Capital  Additions  shall  be  included  directly  in the  Gross  Revenues;
provided,  however, that the rent received or receivable by Lessee from or under
such Commercial Occupancy  Arrangement shall be excluded from Gross Revenues for
such purpose.

                Guarantors:  Centennial Healthcare  Corporation,  a
Delaware corporation.

                Guaranty:  The  Guaranty  of  Obligations  of  even
date herewith executed by Guarantor.

                Handling:  As defined in Article XXXVII.

                Hazardous     Substances:     Collectively,     any
petroleum,  petroleum  product or  byproduct,  asbestos or material
containing asbestos,  polychlorinated  biphenyls, or any substance,
material   or  waste   regulated   or   listed   pursuant   to  any
Environmental Law.

                HCPI:  Health  Care  Property  Investors,  Inc.,  a
Maryland corporation.

                Historical  Operating  Information:  As  defined in
Article XLIX.

                Impositions:  Collectively,  all taxes, including capital stock,
franchise  and other state taxes of Lessor (and,  if Lessor is not HCPI, of HCPI
as a result of its  investment  in  Lessor),  ad  valorem,  sales,  use,  single
business,  gross  receipts,   transaction  privilege,  rent  or  similar  taxes;
assessments including  assessments for public improvements or benefits,  whether
or not commenced or completed  prior to the date hereof and whether or not to be
completed within the Term; ground rents;  water,  sewer and other utility levies
and charges;  excise tax levies;  fees including  license,  permit,  inspection,
authorization and similar fees; and all other governmental charges, in each case
whether  general  or  special,   ordinary  or  extraordinary,   or  foreseen  or
unforeseen,  of every character in respect of the Leased  Property,  any Capital
Additions and/or the Rent and all interest and penalties thereon attributable to
any  failure in payment by Lessee  which at any time during or in respect of the
Term hereof may be assessed or imposed on or in respect of or be a lien upon (i)
Lessor or  Lessor's  interest in the Leased  Property or any Capital  Additions,
(ii) the Leased Property, any Capital Additions or any parts thereof or any rent
therefrom  or any  estate,  right,  title or  interest  therein,  or  (iii)  any
occupancy,  operation, use or possession of, or sales from or activity conducted
on or in  connection  with the Leased  Property,  any Capital  Additions  or the
leasing  or use of the  Leased  Property,  any  Capital  Additions  or any parts
thereof;  provided,  however,  that  nothing  contained  in this Lease  shall be
construed  to  require  Lessee to pay (a) any tax based on net  income  (whether
denominated  as a franchise or capital  stock or other tax) imposed on Lessor or
any other Person,  (b) any  transfer,  or net revenue tax of Lessor or any other
Person except Lessee and its successors, (c) any tax imposed with respect to the
sale,  exchange  or other  disposition  by Lessor of any  Leased  Property,  any
Capital Additions or the proceeds thereof,  or (d) except as expressly  provided
elsewhere in this Lease,  any principal or interest on any  indebtedness  on the
Leased  Property for which Lessor is the obligor,  except to the extent that any
tax,  assessment,  tax levy or charge,  of the type  described in any of clauses
(a), (b), (c) or (d) above is levied, assessed or imposed in lieu of or as or as
a substitute for any tax, assessment, levy or charge which is otherwise included
in this definition of an "Imposition."

                Incremental  Gross Revenues:  The positive  amount,
if any, by which the Gross  Revenues for the Gross  Revenue Year in
question exceeds the Base Gross Revenues.

                Insurance  Requirements:  The  terms  of  any  insurance  policy
required by this Lease and all requirements of the issuer of any such policy and
of any insurance board,  association,  organization or company necessary for the
maintenance of any such policy.

                Intangible Property: All accounts,  proceeds of accounts, rents,
profits,  income or revenues derived from the use of rooms or other space within
the Leased  Property or the providing of services in or from the Leased Property
and all Capital  Additions;  documents,  chattel  paper,  instruments,  contract
rights,  deposit accounts,  general intangibles,  causes of action, now owned or
hereafter  acquired  by  Lessee  (including  any  right  to  any  refund  of any
Impositions) arising from or in connection with Lessee's operation or use of the
Leased Property and all Capital Additions; all licenses and permits now owned or
hereinafter  acquired by Lessee,  which are  necessary or desirable for Lessee's
use of the Leased  Property and all Capital  Additions for the Primary  Intended
Use, including,  if applicable,  any certificate of need or similar certificate;
the right to use any  trade  name or other  name  associated  with the  Facility
(other than the names  "Centennial"  or "Paragon");  and any and all third-party
provider agreements (including Medicare and Medicaid).

                Land:  As defined in Article I.

                Lease:  As defined in the preamble.

                Lease Year: Each period of twelve (12) full calendar months from
and after the Commencement  Date,  unless the  Commencement  Date is a day other
than the first (1st) day of a calendar month, in which case the first Lease Year
shall be the period  commencing on the Commencement  Date and ending on the last
day of the eleventh (11th) month  following the month in which the  Commencement
Date occurs and each  subsequent  Lease Year shall be each period of twelve (12)
full  calendar  months  after the last day of the prior  Lease  Year;  provided,
however,  that the last Lease Year  during the Term may be a period of less than
twelve (12) full calendar months and shall end on the last day of the Term.

                Leased  Improvements;   Leased  Property:  Each  as
defined in Article I.

                Legal  Requirements:   Collectively,  (i)  all  federal,  state,
county,  municipal and other governmental  statutes,  laws (including common law
and Environmental Laws), rules, policies,  guidance, codes, orders, regulations,
ordinances, permits, licenses, covenants, conditions,  restrictions,  judgments,
decrees and injunctions affecting either the Leased Property,  Lessee's Personal
Property  and all  Capital  Additions  or the  construction,  use or  alteration
thereof,  whether now or hereafter enacted and in force, including any which may
(A) require repairs,  modifications or alterations in or to the Leased Property,
Lessee's Personal Property and all Capital  Additions,  (B) in any way adversely
affect the use and enjoyment thereof,  or (C) regulate the transport,  handling,
use,  storage or  disposal  or require  the  cleanup or other  treatment  of any
Hazardous Substance, and (ii) all Permitted Exceptions.

                Lessee:  As defined in the preamble.

                Lessee's  Affidavit:  A sworn  affidavit of Lessee,  in form and
substance  reasonably  satisfactory  to  Lessor,  stating  that  to the  best of
Lessee's  knowledge,  all labor and material  bills of every kind and  character
incurred by Lessee to the date of such  affidavit in  connection  with a Capital
Project  has  been  paid  in  accordance  with  the  payment  provisions  of the
applicable  Project  Contracts  except for the unpaid  bills to be paid from the
proceeds of the current advance  request,  and that the builder's risk insurance
as   described   in  Section   10.3   contains   sufficient   coverage  for  the
construction/performance  of a  Capital  Project,  including  the  value  of any
materials stored off the Leased Property.

                Lessee's Personal  Property:  The Personal Property
other than Lessor's Personal Property.

                Lessee's Removable Personal Property: Lessee's computer software
and hardware, all accounting, patient care, payroll, cash management, accounting
and other business  information systems, and any and all marketing materials and
management manuals used by Lessee in the operation of the Facility.

                Lessor:  As defined in the preamble.

                Lessor's Personal  Property:  As defined in Article
I.

                Letter(s) of Credit:  As defined in Article XXI.

                Master Sublease:  As defined in Article XXIV.

                Maximum Funding Amount:  The aggregate total Project Costs which
Lessor or an  Affiliate  of Lessor has agreed to fund on account of all approved
Capital  Projects  pursuant to this Lease and the other  Facility  Group Leases,
which  amount is agreed to be the sum of $6 Million  and of which $1 Million may
be allocated in the aggregate for FF&E  Refurbishment  Project Costs pursuant to
this Lease and the other Facility Group Leases.

                Minimum  Purchase  Price:  At any given time, the sum of (i) the
initial  amount set for as the  "Initial  Minimum  Purchase  Price" on Exhibit F
attached hereto and  incorporated  herein by this  reference,  as such amount is
increased at the rate of Three Percent (3%)  compounded  annually for each Lease
Year (to be prorated for partial Lease Years) between the Commencement  Date and
the date of any  purchase  of the Leased  Property  by Lessee  pursuant  to this
Lease,  plus (ii) 58.33% of the total  Project Costs paid or funded by Lessor on
account of any  Capital  Projects,  as such amount is  increased  at the rate of
Three Percent (3%) compounded  annually from the applicable Capital Project Rent
Commencement  Date to the date of any such  purchase  of the Leased  Property by
Lessee  pursuant  to this Lease,  plus (iii) any other  Capital  Addition  Costs
(i.e.,  other than Project Costs  attributable  to a Capital  Project) paid for,
funded or accrued by Lessor,  also as such  amount is  increased  at the rate of
Three Percent (3%) computed annually from the date of any such payment,  funding
or accrual to the date of any such  purchase  of the Leased  Property  by Lessee
pursuant to this Lease.

                Minimum Rent:  As defined in Article III.

                Minimum  Rent  Reallocation  Amount:  As defined in
Article L.

                Net Worth Hurdle:  As defined in Article XXIV.

                Occupancy   Arrangement:   Any   sublease,   license   or  other
arrangement with a Person for the right to use, occupy or possess any portion of
the Leased Property and/or any Capital Additions.

                Occupant:    Any   Person    under   an   Occupancy
Arrangement.

                Officer's  Certificate:  A  certificate  of  Lessee
signed  by an  officer  authorized  to so  sign  by  its  board  of
directors or by-laws.

                Old Lease:  As defined in Article XLVI.

                Outside Date:  With respect to any Capital  Project,  subject to
Permitted Delays, the date agreed upon by the parties for completion pursuant to
the approved Plans therefor.

                Outside  Renegotiation  Date: As defined in Article
XLIX.

                Overdue  Rate:  On any date,  a rate equal to Two  Percent  (2%)
above  the  Prime  Rate,  but in no event  greater  than the  maximum  rate then
permitted under applicable law.

                Payment  Date:  Any due date for the payment of the
installments of  Pre-Commencement  Rent,  Minimum Rent,  Additional
Rent,  Special  Additional  Rent or any other  sums  payable  under
this Lease.

                Permitted  Delays:   The  actual  number  of  days'
delay in the Completion  Date for any Capital  Project  proximately
caused by:

                (i) a breach  or  default  by Lessor  of its  obligations  under
      Section 10.3 of this Lease (including Lessor's failure to fund any advance
      which Lessor is required to fund under such Section);

                (ii) the  failure of Lessor to approve or  disapprove  any Plans
      (including  changes  thereto),  any  Project  Budget  and/or  any  Project
      Contracts (to the extent Lessor's  approval is required  therefor)  within
      ten (10)  Business  Days after  Lessor's  receipt of Lessee's  request for
      approval thereof; and/or

                (iii)any  event or occurrence  of the type  described in Section
      45.16 of this Lease;  provided,  however, that for purposes of determining
      the applicable  Capital Project Rent  Commencement  Date only, in no event
      shall the  Outside  Date be  extended  by more than sixty (60) days in the
      aggregate pursuant to this clause (iii).

                Permitted   Exceptions:   Collectively,   (i)  those  easements,
encumbrances,  covenants,  restrictions and other matters affecting title to the
Leased Property set forth on Exhibit G attached hereto and  incorporated  herein
by this  reference  or which  would as of the date  hereof  be  disclosed  by an
accurate  survey  of the  Leased  Property,  (ii) any  easements,  encumbrances,
covenants and  restrictions  and other matters which affect the Leased  Property
and which are created after the date hereof as permitted pursuant to this Lease,
and (iii) any other non-monetary  matters affecting title to the Leased Property
as of the date hereof which do not  individually or in the aggregate  materially
and  adversely  affect  the value of the  Leased  Property  or the  maintenance,
occupancy or use of the Leased Property for its Primary Intended Use.

                Person: Any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other form of entity.

                Personal  Property:  All  machinery,  furniture  and  equipment,
including phone systems and computers, trade fixtures,  inventory,  supplies and
other personal property used or useful in the use of the Leased Property and any
Capital Additions for their Primary Intended Use, other than Fixtures.

                Plans:   (i)  The  final  plans  and   specifications   for  the
construction/performance  of a Capital  Project  prepared by the  Architect  and
approved by Lessor, including a construction schedule and time-line and (ii) all
amendments,  modifications  and  supplements  thereto  which do not  require the
approval  of Lessor or which  have been  approved  by Lessor  subsequent  to the
approval of the plans and specifications described in clause (i).

                Pre-Commencement Rent:  As defined in Article LI.

                Pre-Commencement  Rent Date:  As defined in Article
LI.

                Pre-Commencement Term:  As defined in Article LI.

                Primary  Intended  Use:  For a long-term  skilled  nursing  care
facility and such other uses necessary or incidental to such use,  including the
provision of post acute services on both an inpatient and outpatient basis.

                Prime Rate: On any date, a rate equal to the annual rate on such
date  announced by the Bank of New York to be its prime,  base or reference rate
for 90-day  unsecured  loans to its  corporate  borrowers of the highest  credit
standing  but in no event  greater than the maximum  rate then  permitted  under
applicable law. If the Bank of New York discontinues its use of such prime, base
or reference rate or ceases to exist,  Lessor shall designate the prime, base or
reference rate of another state or federally chartered bank based in New York to
be used for the purpose of calculating the Prime Rate hereunder.

                Project Budget: A detailed estimate prepared by Lessee's general
contractor and  reasonably  approved by Lessor for a Capital  Project,  together
with such other budget  information  relating to a Capital Project as Lessor may
reasonably  request  and approve  from  Lessee,  including  a breakdown  of hard
construction  costs to a level of detail that will allow Lessor to determine the
actual cost and percentage of completion of  construction  as of the date of any
Request for Advance.

                Project  Contracts:  Any contracts  between Lessee and Architect
and any contractor (including  subcontractors) relating to rendering of services
or furnishing of materials in connection with the  construction/performance of a
Capital  Project,   contracts  between  lessee's  general   contractor  and  any
subcontractor  and contracts between any other Persons relating to the rendering
of   services    or    furnishing    materials    in    connection    with   the
construction/performance of a Capital Project.

                Project  Costs:  All costs and expenses  incurred in  connection
with (i) the  construction/performance  of a Capital Project, as contemplated by
the applicable Project Budget, including costs of  constructing/performing  work
depicted by the Plans and otherwise in accordance with applicable  provisions of
this  Lease,  costs and fees for bonds,  costs and fees for  surveys,  costs for
title work and premiums for title  insurance,  environmental  fees and expenses,
Architect's  fees,  engineering  costs, the cost of purchase and installation of
any furniture,  fixtures and equipment and other Personal  Property  included as
part of a FF&E Refurbishment  included in a Capital Project and all governmental
license and fees.  Without  limiting the foregoing,  Project Costs shall include
all amounts funded or advanced by Lessor  pursuant to this Lease on account of a
Capital Project pursuant to section 10.3 below.

                Projected  Facility Results:  As defined in Article
XLIX.

                Projected  Group  Results:  As  defined  in Article
XLIX.

                Punch-List  Items:  Minor  details of  construction,  mechanical
adjustments or decorations which remain to be completed following the Completion
Date for a Capital  Project and which do not interfere  with Lessee's use of the
Facility for its Primary Intended Use.

                Put  Event:  An  Event  of  Default  hereunder  pursuant  to the
applicable  provisions  of Section 16.1 arising out of (i) any failure of Lessee
to obtain and/or maintain in effect all material  licenses,  permits,  approvals
and other  authorizations  required  to use and  operate  the  Facility  for the
Primary  Intended  Use in  accordance  with all  Legal  Requirements,  including
provider  agreements  and Medicare and  Medicaid  certification;  (ii) except as
provided in Section  7.2.3,  Lessee  shall fail at all times  during the Term to
continuously  operate the entire  Leased  Property and all Capital  Additions in
accordance  with the  Primary  Intended  Use;  or (iii) any breach or default by
Lessee  during  the  term  of any of its  duties,  obligations  and  liabilities
pursuant to either Section 37.1 or 37.2.  Notwithstanding that Lessor and Lessee
have specifically defined a "Put Event" for the limited purpose of setting forth
the  circumstances  under which Lessor shall be entitled to the remedy set forth
in Section 16.5, in no event shall this  definition  derogate the materiality of
any other  Event of  Default  (including  any Event of  Default  which  does not
constitute a Put Event) or otherwise limit Lessor's rights and remedies upon the
occurrence of any such Event of Default, including those rights and remedies set
forth in Sections 16.2, 16.3, 16.4, 16.8 and/or 16.10.

                Remaining  Funds:  With  respect  to any  Capital  Project to be
funded  by  Lessor  pursuant  to  Section  10.3  below,  the  lesser  of (i) the
unadvanced portion of the Project Costs therefor within the Project Budget, (ii)
the unadvanced  portion of the Project Costs therefor which when aggregated with
all other Project Costs funded by Lessor  pursuant to Section 10.3 hereof do not
exceed $1.5  Million  and (iii) the  unadvanced  portion of the Maximum  Funding
Amount.

                Rent:  Collectively,   the  Pre-Commencement  Rent,
Minimum  Rent,   Additional  Rent,   Special  Additional  Rent  and
Additional Charges.

                Rent Adjustment  Percentage:  As defined in Article
L.

                Rent Reallocation Share:  As defined in Article L.

                Request for  Advance:  Except as  provided in the last  sentence
below  this  definition,  with  respect to any  Capital  Project to be funded by
Lessor pursuant to Section 10.3,  certificates  of Lessee and the Architect,  in
each case on the  appropriate  American  Institute of  Architects  ("AIA") form,
including form G702 together with attached AIA form G703 (or  equivalent,  which
AIA form  G703 or  equivalent  shall be  modified  to  include  columns  for the
original  estimate  of  scheduled  values  for each line  item,  changes  to the
scheduled values for each line item and a revised  scheduled value for each line
item after any such change)  and/or such other  form(s) as Lessor may  hereafter
reasonably  request which shall: (i) set forth the parties to whom money is owed
and the amount owed each;  (ii)  certify  among other  things that such  amounts
represent  payments due for  services  actually  rendered or materials  actually
acquired or  furnished  in  connection  with the  construction/performance  of a
Capital  Project  approved by Lessor;  (iii) state that the sum  requested  is a
Project Cost within the Project  Budget for such items and that,  in the opinion
of the Architect and Lessee, the Remaining Funds are sufficient to complete such
Capital  Project  pursuant  to the  Plans  and to pay for all  labor,  material,
interest and other  expenses in connection  therewith;  (iv) be  accompanied  by
copies of billing statements, fee schedules,  documentation supporting all costs
to date,  copies of all  subcontracts  not previously  submitted and vouchers or
invoices from the parties named  therein,  in form  reasonably  satisfactory  to
Lessor; (v) refer to an attached schedule, to be verified by the Architect prior
to the advance being requested,  identifying in a manner reasonably satisfactory
to Lessor all  materials  not yet  affixed  or  incorporated  into such  Capital
Project but which have been covered by certificates submitted to date, including
the  current  certificate;  (vi)  contain a  statement,  to be  verified  by the
Architect  and  Lessee  prior  to the  advance  being  requested,  that all such
materials not yet affixed or  incorporated  into such Capital  Project have been
stored at the Leased Property or at one or more other bonded locations  approved
by Lessor identified therein (specifying the materials located at each location)
under  adequate  safeguards  to  minimize  the  possibility  of loss,  damage or
commingling with other materials or projects,  and that builder's risk insurance
coverage  for such  materials  stored  off the  Leased  Property;  and  (vii) be
accompanied by appropriate  waivers of lien rights (to the extent not previously
received and approved by Lessor)  with respect to work and  materials  for which
funds have already been advanced pursuant to this Lease, executed by any general
contractor  no more than one month in  arrears  and who has  furnished  labor or
material  to date and whose  charges  are or will be  greater  than  Twenty-Five
Thousand  Dollars   ($25,000.00)  and  by  all  subcontractors,   mechanics  and
materialmen  no more than one month in arrears and who have  furnished  labor or
material  to date and whose  charges  are or will be greater  than Ten  Thousand
Dollars  ($10,000.00),  unless in any such case Lessee has  provided a statutory
payment bond in  accordance  with  applicable  Legal  Requirements  by all other
contractors,  subcontractors,  mechanics and materialmen. To the extent that any
payment or  funding of Project  Costs by Lessor  hereunder  is  attributable  or
allocable to one or more of the categories comprising a Capital Project,  Lessor
shall  allocate  such  Project  Costs  among  such  categories  as Lessor  shall
reasonably determine.  Notwithstanding the foregoing, with respect to any single
Capital  Project,  the cost of which is less than  $400,000.00,  a "Request  for
Advance" shall mean  certificates  of Lessee and the Architect,  in each case on
the  appropriate  AIA Form,  including Form G702 together with attached AIA Form
G703 (or  equivalent),  and  such  other  forms or  information  as  Lessor  may
hereafter reasonably request, and shall be accompanied by the items described in
clause (vii) above.

                Required Approvals:  As defined in Article XLVII.

                Right of  First  Refusal:  As  defined  in  Article
XXXV.

                Sale of  Business:  A Transfer of the type  described  in any of
clauses (iv), (v) or (vi) of Section 24.1 below,  unless such Transfer  involves
only the stock  and/or  assets of Lessee and Lessee  has no  substantial  assets
other than (a) its  interest in the Leased  Property  and any Capital  Additions
pursuant to this Lease,  (b) the business and operations on the Leased  Property
and any Capital Additions and (c) Lessee's Personal Property.

                SEC: Securities and Exchange Commission.

                Special  Additional  Rent:  As  defined  in Article
III.

                Special  Additional  Rent  Reallocation  Amount(s):
As defined in Article L.

                State:  The  State or  Commonwealth  in  which  the
Leased Property is located.

                Subsidiaries:   Corporations,  partnerships,  limited  liability
companies,  business  trusts or other  legal  entities  with  respect to which a
Person   owns,   directly  or   indirectly   (including   through  one  or  more
intermediaries), more than 50% of the voting stock or partnership, membership or
other equity interest, respectively.

                Term:  Collectively,   Pre-Commencement  Term,  the
Fixed Term and any  Extended  Term(s),  as the context may require,
unless earlier terminated.

                Terminating  Facility  Group  Lease:  As defined in
Article L.

                Terms of the Offer:  As defined in Article XXXV.

                Total  Monthly  Minimum Rent: As defined in Article
L.

                Transfer:  As defined in Article XXIV.

                Transfer   Consideration:   With   respect   to   any   Transfer
constituting a Master  Sublease  (other than a Master  Sublease  entered into in
connection  with  a Sale  of  Business),  "Transfer  Consideration"  shall  mean
Twenty-Five Percent (25%) of the positive difference, if any, between the Master
Sublease  rent  (however  denominated  and paid but  excluding  any items in the
nature of reimbursement  for and/or payment of Impositions,  insurance  premiums
and similar expenditures of Lessee) paid by the Occupant or transferee in excess
of the Minimum  Rent,  Additional  Rent and Special  Additional  Rent payable by
Lessee under this Lease,  determined on a monthly basis,  prorating such Minimum
Rent, Additional Rent and Special Additional Rent, as appropriate,  if less than
all of the  Facility  is  Master  Subleased.  Twenty-Five  Percent  (25%) of the
difference  shall be paid by Lessee to Lessor  monthly  when the Minimum Rent is
due; provided,  however, that in no event shall the total Transfer Consideration
to which Lessor is entitled in connection  with any such Master  Sublease exceed
the total consideration  given directly or indirectly  (including through one or
more  intermediaries)  to Lessee,  to any Controlling  Person(s) or to any other
Person in exchange  for, in  connection  with,  related to or arising out of the
transaction(s)  as to which such Master  Sublease is a part. With respect to any
other Transfer (i.e., a Transfer other than pursuant to a Master  Sublease,  but
including  a  Master  Sublease  which is part of a Sale of  Business)  "Transfer
Consideration"  shall mean  Twenty-Five  Percent (25%) of the sum of (a) any and
all consideration  given directly or indirectly  (including  through one or more
intermediaries) to Lessee, to any Controlling  Person(s) or to any other Persons
in exchange for, in connection with, related to or arising out of such Transfer,
less  (b) the  Net  Book  Value  Adjustment  (as  hereinafter  defined)  and the
Unamortized Capital Addition Costs of Lessee (as hereinafter defined); provided,
however,  that if such  Transfer  constitutes  a Sale of  Business,  is a Master
Sublease  entered  into in  connection  with a Sale of Business or involves  the
Transfer of more than one facility,  then  "Transfer  Consideration"  shall mean
Twenty-Five Percent (25%) of the Allocated Value (as hereinafter defined) of the
sum of  (i)  any  and  all  such  consideration  given  directly  or  indirectly
(including  through one or more  intermediaries)  to Lessee,  to any Controlling
Person(s) or to any other Person in exchange for, in connection with, related to
or arising out of such Sale of  Business or Transfer of more than one  facility,
less (ii) the Net Book Value  Adjustment and the  Unamortized  Capital  Addition
Costs of Lessee. As used herein, the term "Net Book Value Adjustment" shall mean
the book  value  of any  cash or cash  equivalents,  receivables  and any  other
tangible   assets  of  Lessee  or  of  any   Controlling   Person(s)   or  other
transferor(s), as the case may be, being transferred, conveyed or sold, directly
or indirectly, in connection with such Transfer or Sale of Business, as the case
may be,  net of any  liabilities  relating  to  such  transferred  assets  being
assumed,  directly or  indirectly,  by the  transferee in  connection  with such
Transfer (e.g., accounts payable, accrued vacation,  equipment leases, etc., but
specifically excluding,  without limitation,  the obligations under this Lease),
all as determined in accordance with GAAP. As used herein, the term "Unamortized
Capital Addition Costs of Lessee" shall mean all Capital Addition Costs incurred
by   Lessee   for   any   approved   Capital    Additions,    less   accumulated
deprecation/amortization  based upon the useful life thereof in accordance  with
GAAP. As used herein,  the term "Allocated  Value" shall mean the sum of clauses
(i) and (ii) above allocated to the Leased Property,  any Capital  Additions and
Lessee's  operations  thereon  (including  any and all business,  enterprise and
goodwill  value),  determined by the appraisal  procedures  set forth in Article
XXXIV and based upon (x) the present value of the then current  earnings  before
interest,  taxes,  depreciation,  amortization  and rents (including Rents under
this Lease)  ("EBITDAR")  of the Facility over the remaining  Term of this Lease
(taking into account any unexercised  Extended Term(s)),  less the present value
of the remaining Minimum Rent, Additional Rent and Special Additional Rent to be
paid under  this Lease for such  period(s),  as  compared  to (y) the sum of the
following with respect to all operations  being  transferred,  conveyed or sold,
directly or  indirectly,  in connection  with such Transfer or Sale of Business:
(1) with respect to all operations conducted at leased facilities (including the
Facility),  the present value of the then current EBITDAR of all such operations
over the remaining terms of all such leases (taking into account any unexercised
extension options thereunder),  less the present value of the remaining rents to
be paid  under  such  leases  for such  period(s),  and (2) with  respect to any
operations  conducted  at  owned  facilities,  the  EBITDAR  of such  operations
capitalized at the appropriate  market  capitalization  rate, less debt which is
being assumed,  directly or indirectly,  by the transferee  (taking into account
the positive or negative value of such assumed debt attributable to the interest
rate,  amortization  schedule,  maturity  date,  prepayment  penalties and other
relevant terms thereof). As used herein, the term "consideration" shall mean and
include money,  services,  property and other things of value, including payment
of costs,  cancellation  or forgiveness  of  indebtedness,  discounts,  rebates,
barter and the like.  For purposes of Section 24.2.2 and the payment of Transfer
Consideration  to Lessor as provided in this  Lease,  if any such  consideration
given in exchange  for, in  connection  with,  related to or arising out of such
Transfer  is in a form  other  than  cash  (such as in kind,  equity  interests,
indebtedness,  earn-outs or other  deferred  payments,  consulting or management
fees,  etc.),  Lessor  shall be  entitled  to receive  the  applicable  Transfer
Consideration  on account  thereof in cash based upon the  present  fair  market
value of such consideration at the time of the Transfer. Lessee acknowledges and
agrees that the terms under which  Lessor is entitled to the payment of Transfer
Consideration  pursuant  to this Lease and the amount  thereof  has been  freely
negotiated  and  represents  a fair and  equitable  division  with Lessor of the
consideration  payable in connection with a Transfer taking into account,  among
other  things,  Lessor's  investment in the Leased  Property,  the terms of this
Lease and the inherent risks of owning and leasing real property.

                Unsuitable for Its Primary Intended Use: A state or condition of
the Facility such that by reason of damage or destruction or Condemnation to the
Leased Property,  in the good faith judgment of Lessor and Lessee,  the Facility
cannot be operated on a commercially  practicable basis for its Primary Intended
Use.

                                  ARTICLE III.

           3.1 Rent.  Lessee  will pay to Lessor in lawful  money of the  United
States of America  which  shall be legal  tender  for the  payment of public and
private debts, without offset or deduction, the amounts set forth hereinafter as
Minimum  Rent,  Additional  Rent and  Special  Additional  Rent during the Term.
Payments  of  Minimum  Rent and  Additional  Rent shall be paid in advance on or
before the first day of each calendar  month and shall be made via wire transfer
to an account as Lessor may from time to time designate in writing.  Payments of
Special  Additional  Rent shall be paid in advance on or before the first day of
the month for which the same is due and shall be made via wire  transfer  to the
same account as Lessor may have then  designated for the payment of Minimum Rent
and Additional Rent.

                3.1.1  Minimum Rent.

                     (a)  Subject to upward adjustment  pursuant to
subsections (b) and (c) below and either upward or downward  adjustment pursuant
to Articles  XLIX and L below,  during the Fixed Term Lessee shall pay to Lessor
as monthly  "Minimum Rent," the applicable  amounts set forth as the "Fixed Term
Minimum Rent  Schedule" and for the relevant time period  specified on Exhibit F
attached hereto and  incorporated  herein by this  reference.  The first monthly
payment of Minimum Rent shall be payable on the  Commencement  Date (prorated as
to any partial calendar month at the beginning of the Term).

                     (b)  On any Capital Project Rent  Commencement
Date, the applicable monthly Minimum Rent determined  pursuant to subsection (a)
above  (as  the  same  may  have  been  previously  increased  pursuant  to this
subsection (b) or subsection  (c) below for any prior Capital  Project funded by
Lessor pursuant to Section 10.3 below), shall be increased by an amount equal to
one-twelfth  (1/12th)  of the product of (i) 58.33% of the total  Project  Costs
paid or funded by Lessor on account of the applicable  Capital Project as of the
applicable Capital Project Rent Commencement Date, times (ii) Nine Percent (9%).
The monthly Minimum Rent payable for the month during which any such increase is
applicable  shall be  prorated  based on the number of days for which the rental
amounts apply.

                     (c)  Monthly Minimum Rent determined  pursuant
to subsection (a) above (as the same may have been previously increased pursuant
to  subsection  (b) above or pursuant to this  subsection  (c)) shall further be
increased  from time to time on the date of any  payment  or funding of any such
Project Costs by Lessor pursuant to Section 10.3 below on account of any Capital
Project by an amount equal to  one-twelfth  (1/12th) of the product of 58.33% of
the  amount  of any  Project  Costs  paid or  funded  by  Lessor  following  any
applicable Capital Project Rent Commencement Date (to the extent not included in
subsection (b) above),  times (ii) Nine Percent (9%). Again, the monthly Minimum
Rent  payable for any month during which such  increase is  applicable  shall be
prorated  based upon the number of days for which the different  rental  amounts
apply.

                     (d)  Minimum Rent for the Extended  Terms,  if
any,  shall be  determined  in  accordance  with the  provisions of
Article XIX.

                3.1.2  Additional Rent and Special Additional Rent.

                     (a)  In addition to the Minimum  Rent,  Lessee
shall,  commencing  on the first (1st) day of the fifth (5th) Gross Revenue Year
(i.e., the Gross Revenue Year commencing  January 1, 2003) and continuing on the
first (1st) day of each month  thereafter  during the Fixed Term,  pay to Lessor
monthly "Additional Rent" in the amount of one-twelfth  (1/12th) of Five Percent
(5%) of Incremental Gross Revenues for the immediately prior Gross Revenue Year.
By way of  illustration,  if Five  Percent  (5%) of Lessee's  Incremental  Gross
Revenues for the fourth (4th) Gross  Revenue Year (i.e.,  the Gross Revenue Year
ending December 31, 2002), is $10,000.00, then commencing on the first (1st) day
of the fifth  (5th)  Gross  Revenue  Year  Lessee  shall  pay to Lessor  monthly
Additional  Rent in  advance  equal to  $844.44  per  month  (i.e.,  one-twelfth
(1/12th) of $10,000.00).  Beginning in the sixth (6th) Gross Revenue Year (i.e.,
the Gross  Revenue Year  commencing  January 1, 2004) and in each Gross  Revenue
Year thereafter during the Fixed Term, monthly Additional Rent shall be at least
equal to the highest  monthly  Additional  Rent  attributable to any prior Gross
Revenue Year during the Fixed Term;  provided further however,  that, subject to
any  adjustments  in monthly  Minimum Rent pursuant to any of Articles XLIX or L
below,  commencing with the fifth (5th) Gross Revenue Year of the Fixed Term, in
no event shall the sum of Minimum  Rent and  Additional  Rent paid or payable by
Lessee for any Gross  Revenue Year through the  expiration  of the Fixed Term be
more  than One  Hundred  Three  Percent  (103%) of the sum of  Minimum  Rent and
Additional  Rent (if  applicable)  paid or payable by Lessee for the immediately
prior Gross Revenue Year (taking into account the  annualized  adjusted  monthly
Minimum Rent pursuant to either of Articles XLIX or L below, as applicable).  In
no event  shall the  Special  Additional  Rent  payable  by Lessee  pursuant  to
subsection (d) below be added to the Minimum Rent and Additional Rent during any
Gross  Revenue  Year for purposes of  determining  whether the  foregoing  Three
Percent (3%) limitation has been reached.

                     (b)  During  each   Extended   Term,  if  any,
Lessee  shall,  commencing  on the first  (1st) day of the  second  (2nd)  Gross
Revenue Year of such  Extended  Term (i.e.,  January 1, 2014 with respect to the
first  Extended  Term and  January 1, 2024 with  respect to the second  Extended
Term) and continuing through the expiration of such Extended Term, pay to Lessor
monthly "Additional Rent" in the amount of one-twelfth  (1/12th) of Five Percent
(5%) of Incremental Gross Revenues for the immediately prior Gross Revenue Year;
provided,  however, that beginning in the third (3rd) Gross Revenue Year of such
Extended  Term and in each Lease Year  thereafter  during  such  Extended  Term,
annual  Additional Rent shall be at least equal to the highest annual Additional
Rent  attributable  to any prior Gross Revenue Year during such  Extended  Term;
provided  further however,  that,  subject to any adjustments in monthly Minimum
Rent  pursuant to any of Articles  XLIX or L below,  commencing  with the second
(2nd) Gross  Revenue Year of such Extended Term in no event shall the sum of the
Minimum Rent and Additional Rent paid or payable by Lessee for any Gross Revenue
Year through the expiration of such Extended Term be more than One Hundred Three
Percent (103%) of the sum of Minimum Rent and Additional Rent paid or payable by
Lessee for the  immediately  prior Gross  Revenue  Year (taking into account the
annualized  adjusted monthly Minimum Rent pursuant to either of Articles XLIX or
L below,  as applicable).  Again, in no event shall the Special  Additional Rent
payable by Lessee  pursuant to subsection (d) below be added to the Minimum Rent
and  Additional  Rent during any Gross Revenue Year for purposes of  determining
whether the foregoing Three Percent (3%) limitation has been reached.

                     (c)  If the amount of monthly  Additional Rent
to be paid by Lessee for any Gross  Revenue  Year during the Term shall not have
been determined at the  commencement of the applicable  Gross Revenue Year, then
Lessee shall continue to pay monthly Additional Rent (if applicable) at the last
applicable rate until Lessee receives  Lessor's  written notice as to the amount
due for the then current Gross Revenue Year. Within ten (10) days after Lessee's
receipt of Lessor's  notice,  Lessee  shall pay to Lessor an amount equal to the
new  monthly  Additional  Rent for such Gross  Revenue  Year times the number of
months from  commencement  of the then current Gross Revenue Year to the date of
receipt of Lessor's notice,  less the aggregate amount paid by Lessee on account
thereof for the same period.  Thereafter,  Lessee  shall pay monthly  Additional
Rent for the applicable Gross Revenue Year at the new rate set forth in Lessor's
notice.

                     (d)  In  addition  to  Minimum  Rent  and  any
Additional Rent payable  hereunder,  Lessee shall,  subject to the provisions of
Article L below, pay one-time  payments of "Special  Additional Rent" during the
Fixed Term and each  Extended  Term,  if any,  in the  amounts  set forth as the
"Special  Additional  Rent" and at the times  specified  on  Exhibit F  attached
hereto and incorporated herein by this reference.

           3.2  Determination of Additional Rent.  Within thirty (30) days after
the end of each Gross Revenue Year  commencing  upon the expiration of the third
(3rd) Gross  Revenue Year of the Fixed Term and  continuing  thereafter,  Lessee
shall  deliver  to  Lessor  an  Officer's  Certificate  setting  forth the Gross
Revenues for such Gross Revenue Year. As soon as practicable  following  receipt
by Lessor of such  Certificate,  Lessor shall  determine the Additional Rent for
the then  current  Gross  Revenue  Year (i.e.,  the Gross  Revenue  Year then in
effect) based upon the  Incremental  Gross  Revenues for the prior Gross Revenue
Year and give Lessee  notice of the same  together  with the  calculations  upon
which such Additional Rent is based.

           3.3 Confirmation of Gross Revenues. Lessee shall utilize, or cause to
be  utilized,  an  accounting  system for the Leased  Property  and all  Capital
Additions in accordance with its usual and customary practices and in accordance
with GAAP  which will  accurately  record all Gross  Revenues  and Lessee  shall
retain for at least five (5) years after the  expiration  of each Gross  Revenue
Year reasonably  adequate records  conforming to such accounting  system showing
all Gross  Revenues  for such Gross  Revenue  Year.  Lessor,  at its own expense
except as  provided  hereinbelow,  shall have the right from time to time by its
accountants or representatives, to review and/or audit the information set forth
in the Officer's  Certificate  referred to in Section 3.2 and in connection with
such review  and/or  audit to examine  Lessee's  records  with  respect  thereto
(including supporting data and sales tax returns) subject to any prohibitions or
limitations  on disclosure of any such data under  applicable law or regulations
including any duly enacted "Patients' Bill of Rights" or similar legislation, or
as may be  necessary  to preserve the  confidentiality  of the  Facility-patient
relationship  and the  physician-patient  privilege.  If any such review  and/or
audit  discloses  a  deficiency  in the  payment  of  Additional  Rent  for  any
applicable  Gross Revenue Year,  Lessee shall forthwith pay to Lessor the amount
of the deficiency  together with interest thereon at the Overdue Rate compounded
quarterly  from the date when said payment  should have been made to the date of
payment  thereof.  If any such  review  and/or  audit  discloses  that the Gross
Revenues  actually  received by Lessee for any Gross  Revenue  Year exceed those
reported by Lessee by more than Two Percent (2%),  Lessee shall pay the costs of
such review  and/or  audit.  Notwithstanding  the  foregoing,  in the event that
Lessee  shall  disagree  with the results of any such review or audit by Lessor,
Lessee shall so notify Lessor within ten (10) Business Days after receipt of the
results of Lessor's review or audit and shall pay to Lessor  currently with such
notice any amount not in  dispute.  In the event that  Lessor and Lessee  cannot
agree upon the correct  results of such review or audit within  thirty (30) days
after Lessee's receipt of Lessor's original results thereof,  then either Lessor
or Lessee may submit the dispute to  arbitration  as provided in Article XLIV of
this Lease. Upon resolution of any such dispute or arbitration, Lessee shall pay
to Lessor the amount of the  deficiency  determined  to be still owing to Lessor
together with interest thereon at the Overdue Rate compounded quarterly from the
date when said payment should have been made to the date of payment thereof. Any
proprietary  information obtained by Lessor pursuant to such review and/or audit
shall be treated as  confidential,  except  that such  information  may be used,
subject  to  appropriate   confidentiality  safeguards,  in  any  litigation  or
arbitration  proceedings  between the parties and except further that Lessor may
disclose such information to prospective lenders or purchasers.

           3.4  Additional  Charges.  In  addition  to  the  Minimum  Rent,  and
Additional  Rent,  (i) Lessee  shall also pay and  discharge as and when due and
payable all other amounts, liabilities, obligations and Impositions which Lessee
assumes or agrees to pay under this Lease;  and (ii) in the event of any failure
on the part of Lessee to pay any of those items referred to in clause (i) above,
Lessee shall also promptly pay and discharge every fine,  penalty,  interest and
cost which may be added for  nonpayment or late payment of such items (the items
referred to in clauses (i) and (ii) above being referred to herein  collectively
as the "Additional Charges").

           3.5  Late Payment of Rent.

                (a) LESSEE  HEREBY  ACKNOWLEDGES  THAT LATE PAYMENT BY LESSEE TO
LESSOR OF RENT WILL CAUSE LESSOR TO INCUR COSTS NOT CONTEMPLATED HEREUNDER,  THE
EXACT AMOUNT OF WHICH IS  PRESENTLY  ANTICIPATED  TO BE  EXTREMELY  DIFFICULT TO
ASCERTAIN.  SUCH COSTS MAY INCLUDE  PROCESSING AND  ACCOUNTING  CHARGES AND LATE
CHARGES  WHICH MAY BE IMPOSED ON LESSOR BY THE TERMS OF ANY LOAN  AGREEMENT  AND
OTHER  EXPENSES  OF  A  SIMILAR  OR  DISSIMILAR  NATURE.   ACCORDINGLY,  IF  ANY
INSTALLMENT OF RENT OTHER THAN ADDITIONAL CHARGES PAYABLE TO A PERSON OTHER THAN
LESSOR  SHALL NOT BE PAID  WITHIN  TEN (10)  BUSINESS  DAYS  AFTER ITS DUE DATE,
LESSEE WILL PAY LESSOR ON DEMAND A LATE CHARGE  EQUAL TO THE LESSER OF (I) THREE
PERCENT  (3%) OF THE  AMOUNT  OF SUCH  INSTALLMENT  OR (II) THE  MAXIMUM  AMOUNT
PERMITTED BY LAW. THE PARTIES AGREE THAT THIS LATE CHARGE  REPRESENTS A FAIR AND
REASONABLE  ESTIMATE  OF THE  COSTS  THAT  LESSOR  WILL  INCUR BY REASON OF LATE
PAYMENT BY LESSEE.  THE PARTIES  FURTHER AGREE THAT SUCH LATE CHARGE IS RENT AND
NOT   INTEREST   AND  SUCH   ASSESSMENT   DOES  NOT   CONSTITUTE   A  LENDER  OR
BORROWER/CREDITOR  RELATIONSHIP  BETWEEN  LESSOR AND LESSEE.  IN  ADDITION,  THE
AMOUNT  UNPAID,  INCLUDING ANY LATE CHARGES,  SHALL BEAR INTEREST AT THE OVERDUE
RATE  COMPOUNDED  MONTHLY FROM THE DUE DATE OF SUCH  INSTALLMENT  TO 

THE DATE OF
PAYMENT  THEREOF,  AND LESSEE SHALL PAY SUCH  INTEREST TO LESSOR ON DEMAND.  THE
PAYMENT OF SUCH LATE CHARGE OR SUCH INTEREST SHALL NOT CONSTITUTE WAIVER OF, NOR
EXCUSE OR CURE, ANY DEFAULT UNDER THIS LEASE, NOR PREVENT LESSOR FROM EXERCISING
ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO LESSOR.

                Lessor's Initials:

                Lessee's Initials:

                (b) If Lessee shall,  during any six (6) month  period,  be more
than  five (5)  Business  Days  delinquent  in the  payment  of any Rent due and
payable by Lessee hereunder on three (3) or more occasions then, notwithstanding
anything herein to the contrary,  Lessor may, by written notice to Lessee, elect
to require Lessee to pay all  Pre-Commencement  Rent,  Minimum Rent,  Additional
Rent and Special  Additional  Rent  payable  hereunder  quarterly in advance (if
applicable). Such right of Lessor shall be in addition to and not in lieu of any
other right of remedy  available to Lessor  hereunder or at law on account of an
Event of Default by Lessee hereunder.

           3.6 Net Lease.  This Lease is and is  intended to be what is commonly
referred to as a "net, net, net" or "triple net" lease; provided,  however, that
such  designation  shall not be deemed to relieve Lessor of, or impose on Lessee
responsibility or liability for, any of Lessor's express  obligations under this
Lease.

                                   ARTICLE IV.

           4.1 Impositions.

                4.1.1.  Subject to Article XII relating to  permitted  contests,
Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty,
interest or cost may be added for  nonpayment.  Lessee shall make such  payments
directly to the taxing  authorities  where  feasible,  and  promptly  furnish to
Lessor copies of official receipts or other  satisfactory  proof evidencing such
payments. Lessee's obligation to pay Impositions (to the extent allocable to the
Term) shall be  absolutely  fixed upon the date such  Impositions  become a lien
upon the Leased Property,  any Capital Additions or any part(s) thereof.  If any
Imposition may, at the option of the taxpayer, lawfully be paid in installments,
whether or not interest shall accrue on the unpaid  balance of such  Imposition,
Lessee may pay the same, and any accrued  interest on the unpaid balance of such
Imposition,  in installments as the same respectively  become due and before any
fine, penalty, premium, further interest or cost may be added thereto; provided,
however,  that if during the last five (5) years of the Term,  an  Imposition in
excess of the aggregate  principal  amount of $250,000  shall be levied upon the
Leased Property and the same is in the nature of a special assessment for public
improvements  or benefits having a useful life beyond the expiration of the Term
of this Lease,  then for purposes of determining  Lessee's  payment  obligations
hereunder with respect to such Imposition,  the same shall be amortized over the
lesser of (a) ten (10) years and (b) the  useful  life of such  improvements  or
benefits,  as the  case may be,  as  reasonably  determined  by  Lessor  and its
accountants,  and  Lessee  shall be  responsible  for only that  portion of such
amortization applicable to the year in question.  Nothing herein, however, shall
prevent  Lessor  from  paying  any such  Imposition  in the  nature of a special
assessment for public  improvements or benefits in any single lump sum or over a
shorter period of time than the  amortization  period provided above, so long as
the  foregoing  procedure  with respect  Lessee's  obligation to pay the same is
followed.  In addition,  the  amortization for which Lessee shall be responsible
for any such  Imposition  in excess of $250,000  for any year shall  include any
interest payable on account of payment of the same in installments as charged by
the taxing  authority,  or if Lessor shall be required to pay the same in a lump
sum or over a shorter period then the applicable amortization,  at a fair market
interest rate as reasonably determined by Lessor.

                4.1.2 Lessor shall  prepare and file all tax returns and reports
as may be required by Legal  Requirements  with  respect to Lessor's net income,
gross receipts, franchise taxes and taxes on its capital stock, and Lessee shall
prepare  and file all other tax  returns and reports as may be required by Legal
Requirements.

                4.1.3 Any refund due from any taxing authority in respect of any
Imposition  paid by  Lessee  shall be paid over to or  retained  by Lessee if no
Event of Default shall have  occurred  hereunder  and be  continuing.  Any other
refund shall be paid over to or retained by Lessor.

                4.1.4 Lessor and Lessee shall,upon request of the other, provide
such data as is maintained by the party to whom the request is made with respect
to the Leased Property and all Capital  Additions as may be necessary to prepare
any  required  returns and  reports.  If any  property  covered by this Lease is
classified as personal property for tax purposes, Lessee shall file all personal
property  tax  returns  in such  jurisdictions  where it must  legally  so file.
Lessor,  to the  extent it  possesses  the same,  and  Lessee,  to the extent it
possesses the same, shall provide the other party,  upon request,  with cost and
depreciation records necessary for filing returns for any property so classified
as personal property. Where Lessor is legally required to file personal property
tax returns and to the extent practicable,  Lessee shall be provided with copies
of  assessment  notices  indicating a value in excess of the  reported  value in
sufficient time for Lessee to file a protest.

                4.1.5 Lessee  may, upon notice to Lessor, at Lessee's option and
at Lessee's  sole cost and expense,  protest,  appeal,  or institute  such other
proceedings as Lessee may deem  appropriate to effect a reduction of real estate
or personal  property  assessments and Lessor, at Lessee's expense as aforesaid,
shall reasonably cooperate with Lessee in such protest,  appeal, or other action
but at no cost or expense to Lessor.  Billings  for  reimbursement  by Lessee to
Lessor of personal  property or real  property  taxes  shall be  accompanied  by
copies of a bill  therefor  and  payments  thereof  which  identify the personal
property or real property with respect to which such payments are made.

                4.1.6 Lessor  shall  give   prompt   notice  to  Lessee  of  all
Impositions  payable by Lessee  hereunder  of which  Lessor has  knowledge,  but
Lessor's  failure  to give any such  notice  shall in no way  diminish  Lessee's
obligations hereunder to pay such Impositions.

                4.1.7 Impositions imposed in respect  of the  tax-fiscal  period
during which the Term commences and/or terminates shall be adjusted and prorated
between Lessor and Lessee,  whether or not such  Imposition is imposed before or
after such commencement and/or termination.

           4.2  Utilities.  Lessee shall pay or cause to be paid all charges for
electricity,  power,  gas,  oil,  water and other  utilities  used in the Leased
Property and all Capital  Additions.  Lessee shall also pay or reimburse  Lessor
for all costs and expenses of any kind whatsoever which at any time with respect
to the Term  hereof  may be  imposed  against  Lessor  by  reason  of any of the
Permitted Exceptions affecting the Leased Property, any Capital Additions and/or
any part(s)  thereof,  or with  respect to  easements,  licenses or other rights
over,  across or with respect to any adjacent or other  property  which benefits
the Leased  Property and/or any Capital  Additions,  including any and all costs
and expenses associated with any utility,  drainage and parking easements to the
extent the same are Permitted Exceptions.

           4.3 Insurance.  Lessee shall pay or cause to be paid all premiums for
the insurance coverage required to be maintained by Lessee hereunder.

           4.4 Impound Account. If Lessee, at any time during the Term, does not
timely make payment of any Impositions or insurance  premiums  required pursuant
to Section  4.1 or Section  4.3 and the same  constitutes  an Event of  Default,
Lessor may, at any time thereafter, at its option to be exercised by thirty (30)
days' written notice to Lessee,  require  Lessee to deposit,  at the time of any
payment of Minimum Rent, an amount equal to Lessee's  estimated annual taxes, of
every kind and nature,  required pursuant to Section 4.1 plus Lessee's estimated
annual  insurance  premiums  required  pursuant  to Section  4.3 into an impound
account as directed by Lessor.  Such amounts  shall be applied to the payment of
the obligations in respect of which said amounts were deposited in such order of
priority as Lessor shall  determine,  on or before the respective dates on which
the same or any of them would become delinquent.  The cost of administering such
impound  account  shall be paid by Lessee.  Nothing in this Section 4.4 shall be
deemed to affect any right or remedy of Lessor hereunder.

           4.5 Tax Service.  If, on more than one (1) occasion  during the Term,
Lessee fails to provide Lessor with reasonable documentation  demonstrating that
Impositions  imposed upon the Leased Property (other than those that are not yet
delinquent)  have been paid within ten (10) days after written request  therefor
by Lessor,  then if  requested  by Lessor,  Lessee  shall,  at its sole cost and
expense,  engage the services of a tax  reporting  company,  to be designated by
Lessor,  and cause such company to issue to Lessor  reports  covering the Leased
Property and all Capital Additions.

                                   ARTICLE V.

           5. No Termination,  Abatement,  etc. Except as otherwise specifically
provided in this Lease,  Lessee shall  remain bound by this Lease in  accordance
with its terms and shall not seek or be  entitled to any  abatement,  deduction,
deferment or reduction of Rent, or set-off against the Rent. Except as otherwise
specifically  provided in this Lease,  the respective  obligations of Lessor and
Lessee  shall not be affected by reason of (i) any damage to or  destruction  of
the Leased  Property,  any Capital  Additions  and/or any part(s)  thereof  from
whatever  cause  and/or any  Condemnation  of the Leased  Property,  any Capital
Additions  and/or any part(s) thereof;  (ii) the lawful or unlawful  prohibition
of, or  restriction  upon,  Lessee's  use of the Leased  Property,  any  Capital
Additions  and/or any part(s)  thereof,  the  interference  with such use by any
Person or by reason of eviction by paramount title,  other than by reason of any
such Person  claiming by or through Lessor;  (iii) any  bankruptcy,  insolvency,
reorganization,  composition, readjustment, liquidation, dissolution, winding up
or other  proceedings  affecting Lessor or any assignee or transferee of Lessor;
or (iv)  for any  other  cause,  whether  similar  or  dissimilar  to any of the
foregoing,  other than a  discharge  of Lessee  from any such  obligations  as a
matter of law.  Lessee hereby  specifically  waives all rights  arising from any
occurrence whatsoever which may now or hereafter be conferred upon it by law (a)
to modify,  surrender  or terminate  this Lease or quit or surrender  the Leased
Property,  any Capital  Additions and/or any part(s)  thereof;  or (b) which may
entitle Lessee to any abatement,  reduction, suspension or deferment of the Rent
or other sums  payable by Lessee  hereunder,  except as  otherwise  specifically
provided in this Lease.  The obligations of Lessor and Lessee hereunder shall be
separate and  independent  covenants and  agreements  and the Rent and all other
sums  payable by Lessee  hereunder  shall  continue  to be payable in all events
unless the  obligations  to pay the same  shall be  terminated  pursuant  to the
express  provisions of this Lease or by  termination of this Lease other than by
reason of an Event of Default.

                                   ARTICLE VI.

           6.1 Ownership of the Leased Property.  Lessee  acknowledges  that the
Leased  Property is the  property of Lessor and that Lessee has only a leasehold
estate  in the  Leased  Property  which  includes  the  right  to the  exclusive
possession and use of the Leased  Property upon the terms and conditions of this
Lease. Upon the expiration or earlier termination of this Lease Lessee shall, at
its expense, repair and restore the Leased Property to the condition required by
Section 9.1.4.

           6.2 Personal  Property.  During the Term,  Lessee shall, as necessary
and at its  expense,  install,  affix or assemble or place on any parcels of the
Land or in any of the  Leased  Improvements,  any  items  of  Lessee's  Personal
Property and  replacements  thereof  which shall be the property of and owned by
Lessee.  Except as  provided  in Sections  6.3 and 16.10,  Lessor  shall have no
rights to Lessee's Personal  Property.  Lessee shall provide and maintain during
the entire Term all Personal Property necessary in order to operate the Facility
in  compliance  with all  licensure and  certification  requirements,  all Legal
Requirements  and all Insurance  Requirements  and otherwise in accordance  with
customary practice in the industry for the Primary Intended Use.

           6.3 Transfer of Personal  Property  and Capital  Additions to Lessor.
Upon the expiration or earlier  termination of this Lease, all Capital Additions
not owned by Lessor and Lessee's  Personal Property shall become the property of
Lessor,  free of any encumbrance and Lessee shall execute all documents and take
any actions  reasonably  necessary to evidence such  ownership and discharge any
encumbrance;  provided,  however,  that  Lessee  shall be entitled to remove all
Removable  Personal  Property from the Leased Property at the end of the Term so
long as Lessee repairs any damage to the Leased Property caused by such removal.
Notwithstanding  anything to the contrary in this Lease,  upon the expiration or
earlier  termination  of this Lease,  Lessor shall not be obligated to reimburse
Lessee for any replacements, rebuildings, alterations, additions, substitutions,
and/or  improvements that are surrendered as part of or with the Leased Property
or any Capital Additions.

                                  ARTICLE VII.

           7.1 Condition of the Leased Property.  Except as otherwise  expressly
provided to the contrary in this Lease,  Lessee acknowledges that Lessee (i) has
examined and otherwise  has  knowledge of the  condition of the Leased  Property
prior to the  execution and delivery of this Lease and (ii) Lessee has found the
Leased Property  satisfactory  for its purposes  hereunder.  Except as otherwise
expressly provided to the contrary in this Lease,  regardless,  however,  of any
examination or inspection made by Lessee and whether or not any patent or latent
defect or condition  was revealed or discovered  thereby,  Lessee is leasing the
Leased Property "as is" in its present condition.  Except as otherwise expressly
provided  to the  contrary  in this  Lease,  Lessee  waives  any claim or action
against Lessor in respect of the condition of the Leased Property  including any
defects or adverse  conditions not discovered or otherwise known by Lessee as of
the date hereof or as of the Commencement  Date.  EXCEPT AS OTHERWISE  EXPRESSLY
PROVIDED  TO  THE   CONTRARY  IN  THIS  LEASE,   LESSOR  MAKES  NO  WARRANTY  OR
REPRESENTATION,  EXPRESS OR  IMPLIED,  IN RESPECT OF THE LEASED  PROPERTY OR ANY
PART  THEREOF,  EITHER AS TO ITS FITNESS FOR USE,  DESIGN OR  CONDITION  FOR ANY
PARTICULAR  USE OR PURPOSE OR  OTHERWISE,  OR AS TO THE NATURE OR QUALITY OF THE
MATERIAL OR WORKMANSHIP THEREIN, OR THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE.

           7.2  Use of the Leased Property.

                7.2.1 Lessee  ovenants  that it will  obtain  and  maintain  all
authorizations and approvals needed to use and operate the Leased Property,  all
Capital  Additions  and the Facility for the Primary  Intended Use and any other
use  conducted  on the  Leased  Property  and any  Capital  Additions  as may be
permitted from time to time hereunder in substantial  compliance  with all Legal
Requirements,  including applicable licenses, provider agreements,  permits, and
Medicare and/or Medicaid certification.

                7.2.2 Lessee shall use or cause to be used the Leased  Property,
all Capital Additions and the improvements thereon for the Primary Intended Use.
Lessee shall not use the Leased Property,  any Capital  Additions or any part(s)
thereof  for any other use without the prior  written  consent of Lessor,  which
consent  Lessor may withhold in its sole  discretion;  provided,  however,  that
Lessor agrees not to unreasonably withhold its consent to a change in use of the
Leased  Property  from the Primary  Intended Use to another  health care related
use.

                7.2.3  Except  as  a  result  of  (a)  damage,   destruction  or
Condemnation of the Leased Property and such reasonable period of time to effect
repairs necessitated thereby, (b) temporary closures of portions of the Facility
as may reasonably necessary to effect repairs and/or maintenance to the Facility
and/or  to  perform  any  approved  Capital  Projects,  provided  that  any such
temporary closure shall be (i) only for so long as may be reasonably required to
effect such  repairs/maintenance  and/or  perform such Capital  Project and (ii)
limited only to that portion of the Facility effected thereby (including all, if
applicable)  or (c) any other  occurrence  of the nature and type  described  in
Section  45.16 of this Lease,  Lessee shall at all times during the Term operate
continuously the entire Leased Property and all Capital  Additions in accordance
with the Primary  Intended Use.  Lessee shall devote the entire Facility and all
Capital  Additions  to the Primary  Intended  Use,  except for areas  reasonably
required for office or storage  space uses  incidental  to the Primary  Intended
Use.  Lessee  shall not modify  the  services  offered or take any other  action
(e.g., removing patients or residents from the Facility or directing patients or
residents,  or prospective patients or residents, to another Facility except for
(i) medically appropriate reasons,  (ii)  patient/resident  relations (including
compatibility),  or (iii) the acute care needs of such  patient/resident)  which
would  materially  reduce the Fair Market  Value of the  Facility.  Lessee shall
utilize commercially reasonable efforts to operate the Facility in such a manner
so as to maintain the reputation and attractiveness of the Facility.

                7.2.4  Lessee  shall  conduct its  business  at the  Facility in
conformity  with the standards of patient or resident care practice  provided in
similar good-quality facilities in the State. Without limiting generality of the
foregoing,  Lessee  shall at all times  exercise its best efforts to maintain an
adequate staff for the service of its residents and/or patients  consistent with
such  standards  of  patient  or  resident  care  practice  provided  in similar
good-quality facilities in the State and industry.

                7.2.5  Lessee  shall not  commit or suffer to be  committed  any
waste on the Leased Property  and/or on or to any Capital  Additions or cause or
permit any nuisance to exist thereon or with respect thereto.

                7.2.6 [Intentionally Deleted]

                7.2.7 [Intentionally Deleted]

           7.3  [Reserved]

 . Lessee  acknowledges  that diversion of residents and/or y Value patients,  as
applicable,  from the  Facility  to and  competition  with other  facilities  or
institutions  owned,  operated or managed,  whether  directly or indirectly,  by
Lessee or its  Affiliates  will have a material  adverse impact on the value and
utility of the Leased Property and all Capital  Additions.  Accordingly,  Lessor
and Lessee agree as follows:

                7.4.1  During  the  Term  and  for a  period  of  one  (1)  year
thereafter,  neither Lessee nor any of its  Affiliates,  directly or indirectly,
shall develop any new facility or  institution  (including the renovation of any
existing  structure(s)  not  currently  operating  as a health care  facility to
create a functionally new facility or institution,  but  specifically  excluding
the  acquisition  of any then  existing  and  operating  facilities)  which will
provide  services  similar to those provided in connection with the Facility and
the  Primary  Intended  Use,  within an eight (8) mile radius  outward  from the
outside  boundary of the Leased  Property.  All distances shall be measured on a
straight  line rather than on a driving  distance  basis.  In the event that any
portion of such new or renovated  facility or institution is located within such
restricted  area the entire  facility  or  institution  shall be deemed  located
within such restricted area.

                7.4.2  Except as required  for  medically  appropriate  reasons,
during the Term and after the  expiration or earlier  termination of this Lease,
Lessee shall not recommend or solicit the removal or transfer of any resident or
patient from the Facility to any other  facility or  institution,  including any
such facility or institution,  owned,  operated or managed,  whether directly or
indirectly, by Lessee or its Affiliates.

                                  ARTICLE VIII.

           8.   Compliance with Legal and Insurance Requirements,
  Subject to Article XII regarding permitted  contests,  Lessee, at
its expense,  shall promptly (i) comply in all material  respects with all Legal
Requirements   and  Insurance   Requirements   regarding  the  use,   operation,
maintenance,  repair and restoration of the Leased Property,  Lessee's  Personal
Property  and all Capital  Additions  whether or not  compliance  therewith  may
require  structural  changes in any of the Leased  Improvements  or any  Capital
Additions or  interfere  with the use and  enjoyment of the Leased  Property and
(ii)  procure,  maintain  and comply with all  licenses,  certificates  of need,
provider agreements and other authorizations  required for the use of the Leased
Property,  Lessee's  Personal Property and all Capital Additions for the Primary
Intended  Use  and any  other  use of the  Leased  Property,  Lessee's  Personal
Property and all Capital Additions then being made, and for the proper erection,
installation,  operation  and  maintenance  of  the  Leased  Property,  Lessee's
Personal Property and all Capital Additions.  Upon the occurrence of an Event of
Default,  Lessor  may,  but shall not be  obligated  to,  enter  upon the Leased
Property  and all Capital  Additions  and take such actions and incur such costs
and  expenses to effect such  compliance  as it deems  advisable  to protect its
interest in the Leased  Property  and all Capital  Additions,  and Lessee  shall
reimburse  Lessor for all costs and  expenses  incurred by Lessor in  connection
with such  actions.  Lessee  covenants  and  agrees  that the  Leased  Property,
Lessee's  Personal  Property and all Capital Additions shall not be used for any
unlawful purpose.

                                   ARTICLE IX.

           9.1  Maintenance and Repair

                9.1.1  Lessee,  at  its  expense,   shall  maintain  the  Leased
Property, and every portion thereof,  Lessee's Personal Property and all Capital
Additions,  and all private  roadways,  sidewalks and curbs  appurtenant  to the
Leased  Property,  and which are under Lessee's control in good order and repair
whether or not the need for such repairs occurs as a result of Lessee's use, any
prior use, the  elements or the age of the Leased  Property,  Lessee's  Personal
Property and all Capital Additions,  and, with reasonable  promptness,  make all
necessary and appropriate  repairs  thereto of every kind and nature,  including
those  necessary  to comply  with  changes  in any Legal  Requirements,  whether
interior or exterior,  structural or  nonstructural,  ordinary or extraordinary,
foreseen or unforeseen or arising by reason of a condition existing prior to the
Commencement  Date.  All repairs shall be at least  equivalent in quality to the
original  work.  Lessee  will not take or omit to take any  action the taking or
omission of which might  materially  impair the value or the  usefulness  of the
Leased Property,  any Capital Additions,  or any part(s) thereof for the Primary
Intended Use.

                      Notwithstanding  anything to the  contrary in
this Lease, the following shall apply:

                      (a) In the event that (i) Lessee shall be required to make
      any structural or other capital alterations (excluding,  however, ordinary
      maintenance  and  repair)  to  the  Leased  Improvements  or  any  Capital
      Additions by reason of the enactment of any Legal  Requirements  after the
      Commencement Date, (ii) the aggregate cost of any such structural or other
      capital alterations exceeds $100,000.00, and (iii), in Lessee's good faith
      judgment,  reasonably exercised, because of the cost thereof, the Facility
      could not thereafter be operated on a commercially practical basis for its
      Primary  Intended  Use for the  remainder of the Term,  then,  at any time
      within four (4) months after the  enactment of any such Legal  Requirement
      necessitating any such structural or other capital alterations, Lessee may
      by written  notice to Lessor offer to purchase  the Leased  Property for a
      purchase price equal to the then Minimum  Purchase Price. Any such written
      offer to Lessor shall specify in  reasonable  detail the nature of the new
      Legal  Requirement   (including  the  date  of  enactment  thereof),   the
      structural or other capital alterations  necessitated  thereby, a detailed
      cost estimate for  completing  the same,  and the reasons why the Facility
      could not be operated on a  commercially  reasonable  basis if Lessee were
      required to make the same.  If Lessee  shall be entitled to and shall make
      such  offer and  Lessor  does not  accept  the same  within  fifteen  (15)
      Business Days after Lessor's receipt thereof,  which Lessor shall have the
      right to accept or reject in its sole and absolute  discretion,  then this
      Lease shall  terminate  upon the  expiration of the one hundred  eightieth
      (180th)  day  following  Lessor's  receipt of  Lessee's  written  offer to
      purchase, unless within such fifteen (15) Business Day period Lessor shall
      by written  notice to Lessee elect to have Lessee make such  structural or
      other capital  alterations at Lessor's expense,  in which event this Lease
      shall remain in full force in effect.

                      (b) In the event that (i) Lessee shall be required to make
      any structural or other capital  alterations  (excluding  again,  however,
      ordinary maintenance and repair) to the Leased Improvements or any Capital
      Additions by reason of the enforcement of any Legal Requirements  existing
      as of the Commencement  Date which had not previously been enforced or for
      which a  waiver  of  compliance  had  previously  been  granted,  (ii) the
      enforcement of or withdrawal of such waiver is not due to Lessee's failure
      to  otherwise   operate  the  Facility  in   compliance   with  all  Legal
      Requirements  and/or Lessee's  request (whether direct or indirect) to any
      such  Governmental  Authority to enforce with such  previously  unenforced
      Legal  Requirement  or to withdraw  such waiver of  compliance  therewith,
      (iii)  the  aggregate  cost  of  any  such  structural  or  other  capital
      alterations  exceeds  $100,000.00,   and  (iv),  in  Lessee's  good  faith
      judgment,  reasonably exercised, because of the cost thereof, the Facility
      could not thereafter be operated on a commercially practical basis for its
      Primary  Intended  Use for the  remainder of the Term,  then,  at any time
      within four (4) months  after the  enforcement  of or required  compliance
      with any such existing Legal Requirement necessitating any such structural
      or other  capital  alterations,  Lessee  may by  written  notice  elect to
      terminate  this Lease.  Any such written  notice of  termination to Lessor
      shall  again  specify  in  reasonable  detail  the  nature  of  the  Legal
      Requirement  being  enforced  or with which the  Facility  is  required to
      comply, the structural or other capital alterations  necessitated thereby,
      a detailed cost estimate for  completing the same, and the reasons why the
      Facility  could not be  operated  on a  commercially  reasonable  basis if
      Lessee were  required to make the same. If Lessee shall be entitled to and
      shall  exercise its right to  terminate,  then this Lease shall  terminate
      upon the  expiration  of the one hundred  eightieth  (180th) day following
      Lessor's  receipt of Lessee's  notice of  termination,  unless within such
      fifteen (15) Business Days after receipt of Lessee's notice of termination
      Lessor  shall by written  notice to Lessee  elect to have Lessee make such
      structural  or other capital  alterations  at Lessor's  expense,  in which
      event this Lease shall remain in full force in effect.

                9.1.2  Except as expressly  provided in Sections  9.1.1 and 10.3
below,  Lessor  shall not under any  circumstances  be  required to (i) build or
rebuild any improvements on the Leased Property or any Capital  Additions;  (ii)
make any repairs,  replacements,  alterations,  restorations  or renewals of any
nature to the Leased Property, whether ordinary or extraordinary,  structural or
nonstructural,  foreseen or unforeseen,  or to make any  expenditure  whatsoever
with  respect  thereto;  or (iii)  maintain  the Leased  Property or any Capital
Additions in any way. Lessee hereby waives,  to the extent permitted by law, the
right to make repairs at the expense of Lessor  pursuant to any law in effect at
the time of the execution of this Lease or hereafter enacted.

                9.1.3 Nothing  contained in this Lease and no action or inaction
by Lessor  shall be  construed  as (i)  constituting  the  consent or request of
Lessor,  expressed  or  implied,  to  any  contractor,  subcontractor,  laborer,
materialman or vendor to or for the  performance of any labor or services or the
furnishing of any materials or other property for the construction,  alteration,
addition,  repair  or  demolition  of or to the  Leased  Property,  any  Capital
Additions  or any part(s)  thereof;  or (ii) giving  Lessee any right,  power or
permission to contract for or permit the performance of any labor or services or
the  furnishing  of any  materials  or other  property in such  fashion as would
permit the making of any claim against Lessor in respect  thereof or to make any
agreement  that may create,  or in any way be the basis for,  any right,  title,
interest,  lien,  claim or other  encumbrance  upon the  estate of Lessor in the
Leased Property, any Capital Additions or any part(s) thereof.

                9.1.4 Unless  Lessor shall convey any of the Leased  Property to
Lessee  pursuant  to the  provisions  of this  Lease,  Lessee  shall,  upon  the
expiration or earlier  termination of the Term,  vacate and surrender the Leased
Property,  Lessee's  Personal Property (other than Lessee's  Removable  Personal
Property)  and all Capital  Additions  to Lessor in the  condition  in which the
Leased  Property  was  originally  received  from Lessor and  Lessee's  Personal
Property and any Capital  Additions were originally  introduced to the Facility,
except as  repaired,  rebuilt,  restored,  altered or added to as  permitted  or
required by the  provisions  of this Lease and except for (i) ordinary  wear and
tear and (ii) any damage  resulting  from a  casualty  or a  Condemnation  which
Lessee is not required to restore/repair/rebuild pursuant to this Lease.

  If any Capital Addition shall, at any time, encroach upon any property, street
or  right-of-way,  or shall violate any restrictive  covenant or other agreement
affecting the Leased Property, any other Capital Additions or any parts thereof,
or shall impair the rights of others under any easement or right-of-way to which
the Leased Property is subject,  then promptly upon the request of Lessor or any
Person affected by any such encroachment or violation,  Lessee, at its sole cost
and  expense,  but  subject to its right to contest  the  existence  of any such
encroachment or violation,  shall protect,  indemnify,  save harmless and defend
Lessor from and against all losses, liabilities,  obligations,  claims, damages,
penalties,   causes  of  action,   costs  and  expenses  (including   reasonable
attorneys',  consultants' and experts' fees and expenses) based on or arising by
reason of any such  encroachment or violation.  In the event of an adverse final
determination  with respect to any such encroachment or violation,  Lessee shall
either (i) obtain  valid and  effective  waivers or  settlements  of all claims,
liabilities  and damages  resulting  from each such  encroachment,  violation or
impairment,  whether the same shall affect  Lessor or Lessee;  or (ii) make such
changes in such Capital Additions, and take such other actions, as Lessee in the
good faith exercise of its judgment deems reasonably practicable, to remove such
encroachment,  or to end such violation or impairment,  including, if necessary,
the alteration of any Capital  Addition,  and in any event take all such actions
as may be necessary in order to be able to continue the  operation of the Leased
Improvements and any Capital Addition for the Primary Intended Use substantially
in the manner and to the extent the Leased  Improvements  and Capital  Additions
were  operated  prior  to the  assertion  of  such  encroachment,  violation  or
impairment.  Lessee's obligations under this Section 9.2 shall be in addition to
and shall in no way  discharge or diminish any  obligation  of any insurer under
any policy of title or other  insurance and, to the extent the recovery  thereof
is not  necessary  to  compensate  Lessor for any  damages  incurred by any such
encroachment  or  violation,  Lessee  shall be entitled to a credit for any sums
recovered by Lessor under any such policy of title or other insurance.

                                   ARTICLE X.

           10.1  Construction of Capital Additions and Other . Without the prior
written consent of Lessor,  which consent may given or withheld in Lessor's sole
and  absolute  discretion,  Lessee  shall (a) make no  Capital  Additions  on or
structural  alterations  to the Leased  Property,  (b) not enlarge or reduce the
size of the  Facility  or  otherwise  alter  in any  way  which  materially  and
adversely  affect  any main  Facility  systems,  including  any  main  plumbing,
electrical or heating,  ventilating and air conditioning systems of the Facility
and/or (c) make no Capital  Additions or other alterations which would tie in or
connect with any  improvements on property  adjacent to the Land,  other than to
public improvements as may be permitted by and in compliance with all applicable
Legal Requirements. Lessee may, without Lessor's prior written consent, make any
alterations,  additions,  or improvements  (collectively,  "alterations") to the
Leased  Property if such  alterations  are not of the type  described  in either
clause (a), (b) or (c) above,  so long as in each case:  (i) the same do not (A)
decrease the value of the Leased  Property,  (B) materially and adversely affect
the exterior appearance of the Leased Property,  or (C) materially and adversely
affect  the  structural  components  of the  Leased  Improvements  or  the  main
electrical, mechanical, plumbing or ventilating and air conditioning systems for
the  Facility,  (ii) the same are  consistent  in terms of  style,  quality  and
workmanship to the original Leased Improvements and Fixtures, (iii) the same are
constructed  and  performed in  accordance  with the  provisions of Section 10.2
below and (iv) the cost thereof does not exceed,  in the  aggregate,  $75,000.00
for any twelve  (12)  month  period.  Any other  alterations  (i.e.,  other than
alterations  described  in  clauses  (a),  (b)  or (c)  above,  and  other  than
alterations  which meet the foregoing  requirements of clauses (i), (ii),  (iii)
and (iv)) shall be subject to Lessor's  prior  written  consent,  which  consent
shall not be unreasonably withheld. To the extent Lessor's prior written consent
shall be required  in  connection  with any  alterations  or Capital  Additions,
Lessor may  impose  such  conditions  thereon in  connection  with its  approval
thereof, if at all, as Lessor deems appropriate.

           10.2  Requirements  for  Any  Alterations  Which  Do  Not .  For  all
alterations  which  Lessee  desires  to make and which do not  require  Lessor's
approval pursuant to Section 10.1 above, the following shall apply:

                (a) Such  construction  shall  not  commence  until  Lessee  has
procured  and  paid  for  all  municipal  and  other  governmental  permits  and
authorizations  required therefor.  Lessor shall join in the application for any
such permits or  authorizations  whenever  such action is  necessary;  provided,
however, that (i) any such joinder shall be at no cost or expense to Lessor; and
(ii) any plans and  specifications  required to be filed in connection  with any
such application shall have been delivered to Lessor.

                (b) If the  full  value of such  construction  is in  excess  of
$200,000.00,  Lessee shall have  procured or caused to be procured a payment and
performance bond for the full value of such construction,  which bond shall name
Lessor as an  additional  obligee and  otherwise  be in form and  substance  and
issued by a Person reasonably satisfactory to Lessor.

                (c) Such construction shall not, and the Architect shall certify
to Lessor that such  construction  shall not, impair the structural  strength of
any  component  of the  Facility  or  overburden  the  main  electrical,  water,
plumbing,  HVAC or other  building  systems  of the  Facility  or any  component
thereof.

                (d) The  Architect  shall  certify to Lessor  that the  detailed
plans and specifications,  if applicable,  conform to and comply in all material
respects with all  applicable  building,  subdivision  and zoning  codes,  laws,
ordinances, regulations and other Legal Requirements imposed by all Governmental
Authorities, all Insurance Requirements and all Permitted Exceptions.

                (e) All work done in connection with such construction  shall be
done promptly and in a good and workmanlike  manner using first-class  materials
and in conformity with all Legal Requirements.

                (f) Promptly  following  the  completion  of such  construction,
Lessee  shall  deliver to Lessor  "as built"  drawings  of such  alteration  (if
reasonably appropriate based upon the scope or nature of such Capital Addition),
certified as accurate by the Architect.

                (g) If by reason of the construction  thereof, a new Certificate
of Occupancy for any component of the Facility is required,  Lessee shall obtain
and furnish a copy of the same to Lessor promptly upon completion thereof.

In no event shall the listing of the foregoing  requirements with respect to any
alterations not requiring  Lessor's prior written  approval  pursuant to Section
10.1 above be deemed to limit or otherwise reduce Lessor's  approval rights with
respect to any Capital  Additions or other alterations which do require Lessor's
prior  written  consent  pursuant  to such  Section  10.1.  Notwithstanding  the
foregoing  provisions  of this  Section  10.2,  Lessee  shall not be required to
furnish any  certificate of the Architect  pursuant to subsections (c) or (d) of
this  Section 10.2 or to provide "as built"  drawings as provided in  subsection
(f) of this Section 10.2, unless the alterations performed by Lessee are of such
a nature that procurement of the services of an Architect are in Lessee's and/or
Lessor's  reasonable  business judgment  necessary for the proper performance of
such alterations.

           10.3 Funding of Approved Capital Projects by Lessor.

                10.3.1 Agreement to Fund.  Provided that (a) no Event of Default
exists and is continuing  hereunder and (b) the Capital Project (i.e.,  approved
by Lessor  pursuant to the  applicable  provisions  of this Lease) is  commenced
within  fifteen (15) months of the  Commencement  Date and is  completed  within
twenty-four (24) months of the Commencement  Date,  subject to Permitted Delays,
then Lessor agrees to provide funding for such Capital  Project(s) in accordance
with the  provisions  of this  Section  10.3 up the lesser of (i) the amount set
forth in the  applicable  Project  Budget for such  Capital  Project,  (ii) $1.5
Million when aggregated  with all Capital  Projects funded by Lessor pursuant to
this Section 10.3 and (iii) the Maximum  Funding Amount when aggregated with all
Capital Projects funded by Lessor or an Affiliate of Lessor under this Lease and
all other  Facility  Group  Leases;  provided,  however,  that in no event shall
Lessor  provide  funding for a Capital  Project if the portion of the applicable
Project Budget therefor comprised of land, if any, materials,  labor charges and
fixtures shall be less than eighty-five percent (85%) of the total amount of the
Project Budget for such Capital Project.

                10.3.2 Capital Projects;  Performance,  Completion  and Funding.
Without  limiting any other  obligation or liability of Lessee under this Lease,
the  following  shall apply with respect to any Capital  Project to be funded by
Lessee pursuant to this Section 10.3:

                          (a) Obligations of Lessee.

                          (i) Construction/Performance  of Capital
Projects.  Lessee shall be  responsible  to arrange,  supervise,  coordinate and
carry  out  all  services  necessary  for  the  construction,   performance  and
completion  of each  Capital  Project  in  accordance  with  the  Plans  and the
applicable  provisions of this Lease. Lessee shall cause each Capital Project to
be completed  substantially  in  accordance  with the Plans and the terms of the
Project  Contracts  for an amount not to exceed the  applicable  Project  Budget
thereof and the Completion Date therefor to occur by the Outside Date. If and to
the extent total Project Costs exceed the applicable Project Budget thereof,  or
the total of all Project  Costs for all Capital  Projects paid for or funded (1)
by Lessor  hereunder  exceed in the  aggregate  $1.5  Million,  or (2) by Lessor
and/or  Lessor's  Affiliate(s)  under  this Lease and the other  Facility  Group
Leases exceed in the aggregate the Maximum Funding Amount,  Lessee shall pay and
shall not be reimbursed for such excess.

                          (ii) Duties and   Responsibilities.   The
duties and  responsibilities of Lessee with respect to any Capital Project shall
specifically include the following:

                              (A) To  administer  and  monitor  the
      performance under all Project  Contracts and other agreements  relating to
      the  construction/performance  of such  Capital  Project  and the  monthly
      reporting  of the  status of  estimated  costs of  completing  the same in
      relation to the Project Budget therefor;

                              (B) To    review     and    make    a
      recommendation  to Lessor with respect to payment of all  applications for
      payments under the Project Contracts and other agreements  relating to the
      construction/performance  of such Capital Project and make payments of any
      and all bills,  invoices or other matters calling for payment by Lessee or
      Lessor   or   for    Lessor's    account    in    connection    with   the
      construction/performance of such Capital Project;

                              (C) To     coordinate     with    the
      Architect and any inspecting  engineer or consultant employed by Lessor in
      the performance of periodic inspections of the Leased Property in order to
      confirm that the materials  furnished and work performed are in accordance
      with the Plans and that the work on such Capital Project is progressing on
      schedule;

                              (D) To stop the work  and  cause  the
      correction of any defect in the materials or workmanship  furnished by any
      contractor or of any failure by any contractor to perform its  obligations
      under its Project  Contract and to promptly inform Lessor of any instances
      of faulty materials and/or workmanship;

                              (E) To  make   available  to  Lessor,
      upon  request,  the  identities  of  and  copies  of  contracts  with  all
      subcontractors  and any other Person  supplying labor or materials for the
      construction/performance of such Capital Project; and

                              (F) To    obtain    all     approvals
      necessary to  construct/perform  such Capital  Projects and to operate the
      Facility for its Primary Intended Use.

                          (iii)   Performance  of  Duties.   Lessee
agrees that,  subject to the performance by Lessor of its obligations under this
Section 10.3,  Lessee shall act with  prudence and  diligence in performing  its
duties and  responsibilities  under this Lease,  with  respect to each  approved
Capital Project.

                            (b) Completion Guarantee.

                          (i) Construction   and  Cost   Guarantee.
Lessee unconditionally guarantees to Lessor (A) the  construction/performance of
each  Capital  Project in  substantial  accordance  with the Plans in a good and
workmanlike  manner in accordance with sound building and engineering  practices
and all  applicable  Legal  Requirements  and all covenants and  obligations  of
Lessee under this Lease, by the Outside Date and (B) the payment without demand,
and  without  right to  reimbursement  therefor,  of all  Project  Costs for any
approved  Capital  Project  incurred for any reason  whatsoever in excess of the
Project  Budget  therefor or which when  aggregated  together with (1) all other
Project  Costs funded by Lessor  hereunder  exceed $1.5 Million or (2) all other
Project Costs funded by Lessee or Lessee's  Affiliates  under all Facility Group
Leases, exceed the Maximum Funding Amount.

                          (ii) Completion of Punch List Items.  All 
Punch List Items,  other than those  reasonably  requiring more than thirty (30)
days to complete due to long  scheduling  or ordering  time or other  reasonable
factors,  shall be  completed  within  thirty  (30) days  after  the  applicable
Completion  Date,  but in no event later than thirty (30) days after the Outside
Date.  Any Punch List Items  reasonably  requiring more than thirty (30) days to
complete shall be diligently pursued and completed as promptly as practicable.

                         (d) Other Covenants of Lessee.

                          (i) Change Orders,  Defects.  Lessee may,
without obtaining the prior written approval of Lessor change the Plans,  permit
the Plans to be changed or permit  construction/performance of a Capital Project
other than in substantial accordance with the Plans therefor; provided, however,
that if (1) any such change would (x) change the basic structure or character of
the Facility;  (y) change the exterior appearance of the Facility; or (z) change
or reduce the quality of the basic building  systems,  including the mechanical,
electrical,  sprinkler,  plumbing,  life-safety,  heating,  air conditioning and
ventilation  systems  within the  Facility,  (2) any single  change in the Plans
involves an amount in excess of Ten Thousand  Dollars  ($10,000,00),  or (3) any
number of changes in the Plans  involves in the aggregate an amount in excess of
Twenty Thousand Dollars ($20,000.00),  then in any such event Lessee must obtain
the prior written  approval of Lessor prior to implementing  such change,  which
approval shall not,  subject to any other express  limitations and provisions of
this Lease, be unreasonably withheld.

                          (ii)Insurance.  Lessee  will at all times
maintain  or  cause  to  be  maintained  the  following   insurance  during  the
construction/performance  of any Capital Project  (including through the date of
completion of the Punch List Items):

                              (A) Builder's      risk     insurance
      covering the  construction/performance  of such Capital Project, in a face
      amount of not less than the full insurable  value of such Capital  Project
      and  materials   supplied  in  connection   therewith,   with  appropriate
      provisions  made to include  coverage of  materials  stored off the Leased
      Property  in an  amount  not less  than the full  insurable  value of such
      materials stored off the Leased Property from time to time.

                              (B) Errors  and  omissions  insurance
      by the  Architect  (if  applicable)  in an  amount  at least  equal to One
      Million   Dollars    ($1,000,000)    which   can   be   applied   to   the
      construction/performance  of such  Capital  Projects,  covering the entire
      period of design and  construction/performance of such Capital Project and
      terminating upon the receipt of the certificate of occupancy issued by the
      appropriate municipality.

           All such  insurance  maintained  or caused to be maintained by Lessee
pursuant  to clauses  (A) and (B) of this  clause  (iii) shall name Lessor as an
additional  insured.  All  insurance  maintained  or caused to be  maintained by
Lessee pursuant to clause (A) of this clause (ii) shall name Lessee,  Lessor and
any general contractor,  jointly, as loss payee. In addition, all such insurance
to be maintained or caused to be  maintained by Lessee shall  otherwise,  to the
extent applicable, comply with the provisions of Article XIII of this Lease.

                          (iv)Performance    and   Payment    Bond.
Lessee shall procure or cause to be procured a performance  and payment bond for
the total amount of the hard construction  costs (including labor and materials)
set forth in the  applicable  Project  Budget  therefor.  Such  performance  and
payment  bonds  shall name  Lessor as an  additional  obligee and be in form and
substance and from an institution satisfactory to Lessor in its sole discretion.

                          (v) Liens  on  Materials.   Lessee  shall
not at any time during the performance of the work, make or cause to be made, or
permit Lessee's general contractor or any other contractor to make, any contract
for materials or equipment of any kind or nature  whatsoever to be  incorporated
in or to  become a part of the  Leased  Property,  title to which is not good or
which is subject to any lien or title retention  arrangement other than inchoate
mechanic's liens.  Lessee will deliver to Lessor, on demand,  true copies of any
contracts, bills of sale, statements,  receipted vouchers, or agreements,  under
which Lessee claims title to any  materials,  fixtures,  or articles used in the
construction/performance of such Capital Project.

                          (vi)Storage  of  Materials.  Lessee  will
cause  all   materials   acquired   or   furnished   in   connection   with  the
construction/performance  of a Capital Project,  but not affixed or incorporated
into the  Leased  Property,  to be stored at the  Leased  Property  or at bonded
locations approved by Lessor, in each case under adequate safeguards to minimize
the possibility of loss,  theft,  damage or commingling  with other materials or
projects.  Lessee will employ  suitable means to protect from theft or vandalism
the Leased  Property and all tools and building  materials  stored on the Leased
Property.

                          (vii)   Inspections.   Without   limiting
any of Lessor's  rights or remedies under this Lease, at any time during regular
business  hours,  Lessor and/or its  representatives  will be permitted to enter
upon  the  Leased  Property  and  any  and  all  materials  to be  used  in  the
construction/performance  thereof,  and to examine all  detailed  plans and shop
drawings which are or may be kept at the construction site,  provided that in so
doing, Lessor shall unreasonably interfere with the  construction/performance of
any Capital  Project.  Upon request,  Lessor will be furnished  with  reasonable
information regarding the  construction/performance  of any Capital Project from
Lessee,  Architect,  Lessee's  general  contractor and any other  contractors or
subcontractors.

                          (viii)  Use of Funds, Deficiency.

                              (A) Lessee   shall   expend  all  the
      proceeds of each advance  hereunder  for Project  Costs in amounts and for
      the  purposes  provided in the Project  Budget  therefor  and for no other
      purpose whatsoever.

                              (B) Lessee   will   promptly   advise
      Lessor if and when (1)  Project  Costs  shall  exceed or appear  likely to
      exceed the Project  Budget  therefor or (2) Project  Costs with respect to
      any particular item in the Project Budget shall exceed or appear likely to
      exceed the amount specified for any such site, in the Project Budget,  and
      shall give Lessor sufficiently detailed information with respect thereto.

                              (C) If,  in  the  sole   good   faith
      judgment  of Lessor,  it appears at any time or from time to time that the
      Remaining     Funds    will    be    insufficient    to    complete    the
      construction/performance  of any Capital  Project in accordance  with this
      Section 10.3, and to pay for all Project Costs incurred in connection with
      such  construction/performance,  or if any other expenses are required for
      such completion which were not scheduled in the Project Budget, Lessor may
      request that Lessee  demonstrate  that the Remaining  Funds are sufficient
      for such  completion  and payment.  If Lessee does not so  demonstrate  to
      Lessor's reasonable  satisfaction within five (5) Business Days of receipt
      of  Lessor's  request to do so, then Lessee  shall make  arrangements  for
      additional  monies to be made available as shall,  in the reasonable  good
      faith judgment of Lessor, when added to the Remaining Funds, be sufficient
      so as to  complete  and/or  pay for the  construction/performance  of such
      Capital  Project.  Such  additional  monies of Lessee shall be applied for
      payment  of costs  prior  to  Lessor  advancing  any  additional  funds to
      complete the Capital Project. If any such additional monies made available
      by Lessee are ultimately not required  because the Remaining  Funds within
      the Project Budget are sufficient for each item to complete and/or pay for
      the  construction/performance  of the Capital  Project,  then Lessor shall
      refund the unused portion of such additional monies to Lessee.

                          (ix) Documents  at  Completion.   Without
limiting  any  other  provision  of  this  Section  10.3,  from  time to time as
requested  by  Lessor  and as  soon  as  practicable  following  the  applicable
Completion  Date,  Lessee  shall  supply or cause to be  supplied to Lessor such
reasonable  documents  and  information  pertaining  to the  applicable  Capital
Project  and the  construction,  performance  and/or  completion  of the same as
Lessor shall request.

                      (e) Advances of Funds by Lessor.

                          (i) Funding.      Subject      to     the
satisfaction  by Lessee of the  conditions  set forth in Section  10.3(f) below,
Lessor will  advance to Lessee  funds for a Capital  Project up to the lesser of
(A) the amount set forth in the  applicable  Project Budget  therefor,  (B) that
amount which when  aggregated  together  with all other  Project Costs funded by
Lessor  hereunder  equals $1.5 Million and (C) that amount which when aggregated
with all Project  Costs paid for or funded by Lessor or an  Affiliate  of Lessor
under this Lease and the other Facility Group Leases equals the Maximum  Funding
Amount.

                          (ii) Limitation  of  Funding   Obligation.
Lessor  shall not be  obligated  to  advance  to Lessee any sums on account of a
Capital Project (A) in excess of the lesser of the amounts  determined by clause
(i) above, (B) for which a Request for Advance is received more than one hundred
twenty (120) days after the Outside Date, or (C) when any of the  conditions set
forth in Section 10.3(f) have not been met or fulfilled.

                          (iii)   Advances   of  Funds  by  Lessor.
Draw  requests  will be reviewed  monthly and will be based on the prorata share
completion to date of each construction line items listed in the Project Budget.
All  advances  of funds  under  this  Section  10.3  shall be made by  Lessor in
accordance with a Request for Advance. Each Request for Advance shall be honored
within ten (10)  Business  Days of receipt of the same  delivered in  accordance
with the notice provisions of this Lease,  subject,  however, to the limitations
set forth in this Section 10.3. In no event shall Lessor be required to make any
advance for a particular  line item which,  when aggregated with prior advances,
is in excess of the  Project  Budget  for such line  items  except to the extent
amounts from contingency line items are unused and/or to the extent savings,  in
Lessor's  reasonable  good faith  discretion,  in other budget line items remain
unused.  Lessor shall issue checks  payable to, or otherwise  advance  funds to,
Lessee,  the payees designated in a Request for Advance or jointly to Lessee and
such payees,  as Lessor shall  reasonably  determine.  Advances of funds to such
payees or  jointly  to Lessee and any such  payee  shall  constitute  an advance
hereunder as though advanced directly to Lessee.

                          (iv) Holdbacks.  Any  advances  for  costs
and expenses of labor and materials connected with the  construction/performance
of a Capital  Project shall be limited to Ninety Percent (90%) of such costs and
expenses  and  shall be made in  accordance  with the  payment  schedule  of the
Project Contract with Lessee's general contractor for such Capital Project.  The
final advance of proceeds  representing  the Ten Percent (10%) retainage for any
particular  item will not be made until the last to occur of (A) the  Completion
Date,  (B)  completion of all Punch List Items and (C) the date Lessor  receives
(1) all final lien releases and waivers  provided for herein in connection  with
such Capital  Project,  (2) an "As-Built"  set of plans and  specifications  (if
reasonably  appropriate in light of the scope or nature of the Capital Project),
(3) an ALTA "As-Built"  survey (if reasonably  appropriate in light of the scope
or nature of the Capital  Project)  and (4) such other  documents  as Lessor may
reasonably  request.  In no event shall any portion of such retainage be paid if
any mechanics' and/or  materialmen's liens or other encumbrances have been filed
and remain on the Leased  Property  (except for permitted  contests  pursuant to
Article XII of this Lease).

                      (f) Conditions  to  Lessor  Obligations  to
Advance Funds.  Lessor shall not be obligated to make any advance of funds under
this Section 10.3,  including the first advance,  unless and until the following
conditions shall have been satisfied (with proof thereof in form and sufficiency
as may be reasonably requested by Lessor):

                          (i)   Approvals/Entitlements.    To   the
extent not  theretofore  received  and approved by Lessor and to the extent of a
material  change  not  permitted  herein  without  approval,  Lessor  shall have
received and approved  (A) the Plans and Project  Budget for a Capital  Project;
and (B) all Project Contracts with the general contractor selected by Lessee and
reasonably  approved by Lessor,  the  Architect and any other  subcontractor  or
material  supplier  that may be  reasonably  requested  by Lessor.  In addition,
Lessee shall have received and delivered to Lessor copies of all  authorizations
and    permits    required    by   any    Governmental    Authority    for   the
construction/performance of such Capital Project, including building and grading
permits,  a foundation letter (if applicable) and such other  authorizations and
permits as are required for the work to be  performed  in  connection  with such
Capital Project which are then procurable.

                          (ii)   Utilities   and  Access.   To  the
extent  reasonably  appropriate  in light of the scope or nature of the  Capital
Project, Lessor shall have received evidence satisfactory to Lessor that (A) all
existing public utilities,  including telephone,  water, sewage, electricity and
gas are  adequate  for any  expansion  of the  Facility as part of such  Capital
Project;  and (B) all existing means of ingress and egress,  parking,  access to
public  streets and drainage  facilities  are adequate for any  expansion of the
Facility as part of such Capital Project.

                          (iii)  Soils  and  Other  Tests.  To  the
extent  reasonably  appropriate  in light of the scope or nature of the  Capital
Project,  Lessor  shall have  received and approved  test  borings,  engineering
reports and such other site analysis as Lessor may  reasonably  require,  all of
which   must   indicate   that   the   soil  is   adequate   for  the   proposed
construction/performance of such Capital Project in accordance with the Plans.

                          (iv)   Insurance.   Lessor   shall   have
received  certificates  with respect to the insurance  required to be carried by
Lessee or other Persons  pursuant to this Section  10.3,  together with evidence
satisfactory to Lessor that the premiums therefor have been paid in full.

                          (v)  Payment  and  Performance   Bond(s).
Lessor shall have received the payment and  performance  bond(s)  fulfilling the
requirements set forth in this Section 10.3 and shall have made arrangements, to
the  extent  applicable,  for the  recordation  and/or  filing  of the  same for
recordation in the Official  Records in the County in which the Land is located,
along with a copy of the approved Project Contract with the general contractor.

                          (vi) No  Default.  No  Event  of  Default
shall have occurred and be continuing under this Lease.

                              (vii) Other     Documents     and
Assurances.  Lessor shall have  received  such other  documents and
assurances as Lessor shall reasonably request.

                          (ix) Request  for  Advance.  Lessor  shall
have  received  and  approved  (A) a  Request  for  Advance  accompanied  by all
necessary documents and certificates as set forth in the definition thereof; (B)
a Lessee's  Affidavit;  and (C) a  certificate  from the Architect to the effect
that in the Architect's opinion (1) the construction/performance of such Capital
Project theretofore performed is in accordance with the Plans and (2) the amount
requested is appropriate in light of the  percentage of  construction  completed
and amount of stored material.

                      (g) Miscellaneous  Provisions  Applicable to
Capital Projects.

                          (i) Ownership  of  Capital  Projects.  At
all times all Capital  Projects shall be owned entirely by Lessor subject to the
leasehold  interest  of Lessee  under this Lease  with  respect to such  Capital
Projects.  Upon the request of Lessor,  Lessee  shall  execute  and/or cause any
Affiliate of Lessee to execute such documents as Lessor may  reasonably  request
evidencing and confirming Lessor's ownership of such Capital Projects.

                          (ii) Advance  Not a Waiver.  No advance of
funds under this Lease shall  constitute  a waiver of any of the  conditions  to
Lessor's obligation to make further advances nor, if Lessee is unable to satisfy
any such condition,  shall any such advance have the effect of precluding Lessor
from  thereafter  declaring  such inability to be an Event of Default under this
Lease, if such inability  would actually be an Event of Default  hereunder after
any applicable notice and cure period.

                          (iii) Conditions   for   Benefit   of
Lessor. All conditions to the obligations of Lessor hereunder are imposed solely
for the  benefit of Lessor and no other  Person  shall have  standing to require
satisfaction of such conditions.

                          (iv) Compliance            Responsibility.
Notwithstanding  the  review  and  approval  by Lessor of the Plans or any other
matter,  Lessor  shall have no  responsibility  for  compliance  of any  Capital
Project with Legal Requirements, sound architectural or engineering practices or
other matters.

                                   ARTICLE XI.

  Subject to the  provisions  of Article  XII  relating to  permitted  contests,
Lessee  will not  directly  or  indirectly  create or allow to  remain  and will
promptly  discharge  at its expense  any lien,  encumbrance,  attachment,  title
retention  agreement or claim upon the Leased Property or any Capital  Additions
or any attachment, levy, claim or encumbrance in respect of the Rent, excluding,
however,  (i) this Lease;  (ii) the matters that existed as of the  Commencement
Date; (iii) restrictions, liens and other encumbrances which are consented to in
writing by Lessor,  or any  easements  granted  pursuant  to the  provisions  of
Section  7.3;  (iv) liens for  Impositions  which  Lessee is not required to pay
hereunder;  (v) subleases  permitted by Article XXIV; (vi) liens for Impositions
not yet delinquent; (vii) liens of mechanics, laborers,  materialmen,  suppliers
or  vendors  for   amounts  not  yet  due;   (viii)  any  liens  which  are  the
responsibility  of Lessor pursuant to the provisions of Article XXXVI;  (ix) any
judgment   liens  against  Lessor  for  amounts  which  are  not  otherwise  the
responsibility  of Lessee;  and any other  matter  arising by,  through or under
Lessor.

                                  ARTICLE XII.

  Lessee,  upon prior written notice to Lessor,  on its own or in Lessor's name,
at Lessee's expense, may contest, by appropriate legal proceedings  conducted in
good faith and with due diligence, the amount, validity or application, in whole
or in part,  of any  licensure  or  certification  decision,  Imposition,  Legal
Requirement,  Insurance Requirement, lien, attachment, levy, encumbrance, charge
or claim;  subject,  however, to the further requirement that (i) in the case of
an unpaid Imposition, lien, attachment, levy, encumbrance,  charge or claim, the
commencement and  continuation of such proceedings  shall suspend the collection
thereof from Lessor and from the Leased Property or any Capital Additions;  (ii)
neither the Leased  Property nor any Capital  Additions,  the Rent therefrom nor
any part or interest in either  thereof would be in any  reasonable and imminent
danger of being sold,  forfeited,  attached or lost  pending the outcome of such
proceedings; (iii) in the case of a Legal Requirement, neither Lessor nor Lessee
would be in any  reasonable and imminent  danger of civil or criminal  liability
for failure to comply therewith pending the outcome of such proceedings; (iv) if
any such contest  shall  involve a sum of money or  potential  loss in excess of
Fifty Thousand Dollars ($50,000), Lessee shall deliver to Lessor and its counsel
an opinion of legal  counsel  reasonably  acceptable to Lessor to the effect set
forth in clauses (i), (ii) and (iii) above, to the extent applicable; (v) in the
case of a Legal Requirement,  Imposition,  lien,  encumbrance or charge,  Lessee
shall  give such  reasonable  security  as may be  required  by Lessor to insure
ultimate payment of the same and to prevent any sale or forfeiture of the Leased
Property or any Capital  Additions or the Rent by reason of such  nonpayment  or
noncompliance;  and (vi) in the case of an Insurance  Requirement,  the coverage
required by Article  XIII shall be  maintained.  If any such  contest is finally
resolved against Lessor or Lessee, Lessee shall promptly pay the amount required
to be paid,  together with all interest and penalties accrued thereon, or comply
with the applicable  Legal  Requirement  or Insurance  Requirement.  Lessor,  at
Lessee's expense,  shall execute and deliver to Lessee such  authorizations  and
other  documents  as may  reasonably  be required in any such  contest,  and, if
reasonably  requested by Lessee or if Lessor so desires,  Lessor shall join as a
party  therein.  The  provisions  of this  Article XII shall not be construed to
permit  Lessee to contest  the  payment of Rent or any other  amount  payable by
Lessee to Lessor  hereunder.  Lessee shall indemnify,  defend,  protect and save
Lessor harmless from and against any liability, cost or expense of any kind that
may be imposed  upon  Lessor in  connection  with any such  contest and any loss
resulting therefrom.

                                  ARTICLE XIII.

  During the Term,  Lessee shall at all times keep the Leased Property,  and all
property located in or on the Leased Property,  including all Capital Additions,
the Fixtures and the  Personal  Property,  insured with the kinds and amounts of
insurance  described  below.  This  insurance  shall  be  written  by  companies
authorized to do insurance business in the State in which the Leased Property is
located.  All  liability  type  policies  must  name  Lessor  as an  "additional
insured." All property,  loss of rental and business  interruption type policies
shall name  Lessor as "loss  payee."  Losses  shall be payable to Lessor  and/or
Lessee as provided in Article XIV. In addition,  the policies,  as  appropriate,
shall  name as an  "additional  insured"  or  "loss  payee"  the  holder  of any
mortgage,  deed of trust  or other  security  agreement  ("Facility  Mortgagee")
securing any indebtedness or any other Encumbrance placed on the Leased Property
in accordance with the provisions of Article XXXVI ("Facility  Mortgage") by way
of a standard form of mortgagee's loss payable endorsement.  Any loss adjustment
shall  require  the  written  consent  of  Lessor,  Lessee,  and  each  Facility
Mortgagee.  Evidence  of  insurance  shall be  deposited  with  Lessor  and,  if
requested,  with any  Facility  Mortgagee(s).  If any  provision of any Facility
Mortgage requires deposits of insurance to be made with such Facility Mortgagee,
Lessee shall either pay to Lessor monthly the amounts  required and Lessor shall
transfer  such  amounts to each  Facility  Mortgagee,  or,  pursuant  to written
direction by Lessor, Lessee shall make such deposits directly with such Facility
Mortgagee. The policies shall insure against the following risks:

                13.1.1 Loss or damage by fire, vandalism and malicious mischief,
extended  coverage  perils  commonly  known as special form  perils,  earthquake
(including  earth  movement),  sinkhole and windstorm in an amount not less than
the  insurable  value on a  replacement  cost basis (as defined below in Section
13.2) and including a building ordinance coverage endorsement;

                13.1.2 Loss or damage by  explosion of steam  boilers,  pressure
vessels or similar  apparatus,  now or hereafter  installed in the Facility,  in
such limits with respect to any one accident as may be  reasonably  requested by
Lessor from time to time;

                13.1.3 Flood (when the Leased Property is located in whole or in
part within a designated  100-year  flood plain area) and such other hazards and
in such amounts as may be customary for comparable properties in the area;

                13.1.4  Loss of rental  value in an amount not less than  twelve
(12) months' Rent payable  hereunder or business  interruption  in an amount not
less than twelve (12) months of income and normal operating  expenses  including
payroll and Rent payable  hereunder with an endorsement  extending the period of
indemnity by at least ninety (90) days (Building  Ordinance  Increased Period of
Restoration  Endorsement)  necessitated  by the occurrence of any of the hazards
described in Sections 13.1.1, 13.1.2 or 13.1.3;

                13.1.5  Claims  for bodily  injury or  property  damage  under a
policy of commercial general liability  insurance with amounts not less than One
Million  and No/100  Dollars  ($1,000,000.00)  combined  single  limit and Three
Million No/100 Dollars ($3,000,000.00) in the annual aggregate; and

                13.1.6 Medical professional liability with amounts not less than
One Million Dollars ($1,000,000) combined single limit and Three Million Dollars
($3,000,000) in the annual aggregate.

  The term  "replacement  cost"  shall mean the actual  replacement  cost of the
insured  property from time to time with new materials and  workmanship  of like
kind and  quality.  If  either  party  believes  that the  replacement  cost has
increased or decreased at any time during the Term,  and if the other party does
not so agree,  then either  party shall have the right to have such  replacement
cost  redetermined  by  an  impartial   national  insurance  company  reasonably
acceptable to both parties (the  "impartial  appraiser").  The party desiring to
have the replacement cost so redetermined  shall  forthwith,  on receipt of such
determination  by the impartial  appraiser,  give written  notice thereof to the
other party hereto. The determination of the impartial  appraiser shall be final
and  binding on the  parties  hereto,  and Lessee  shall  forthwith  increase or
decrease  the amount of the  insurance  carried  pursuant to this Article to the
amount so determined by the impartial  appraiser.  Each party shall pay one-half
(1/2) of the  fee,  if any,  of the  impartial  appraiser.  If  Lessee  has made
improvements to the Leased  Property,  including any Capital  Additions,  and if
Lessor and Lessee are unable to agree upon replacement  cost, then Lessor may at
Lessee's expense have the replacement  cost  redetermined at any time after such
improvements  are  made,  regardless  of when  the  replacement  cost  was  last
determined.

  In addition to the  insurance  described  above,  Lessee shall  maintain  such
additional  insurance  as may be  reasonably  required  from time to time by any
Facility  Mortgagee and shall further at all times  maintain  adequate  workers'
compensation  coverage and any other coverage required by Legal Requirements for
all Persons employed by Lessee on the Leased Property and any Capital  Additions
in accordance with Legal Requirements.

  All insurance  policies  carried by either party covering the Leased  Property
and any Capital  Additions and Lessee's Personal  Property  including  contents,
fire and casualty  insurance,  shall expressly waive any right of subrogation on
the part of the insurer against the other party. Each party waives any claims it
has against the other party to the extent such claim is covered by insurance.

  All of the policies of insurance  referred to in this Article shall be written
in form  satisfactory  to Lessor and by insurance  companies with a policyholder
rating of "A" and a financial rating of "X" in the most recent version of Best's
Key Rating  Guide.  Lessee shall pay all of the premiums  therefor,  and deliver
such policies or  certificates  thereof to Lessor prior to their  effective date
(and with  respect to any  renewal  policy,  at least ten (10) days prior to the
expiration  of the existing  policy),  and in the event of the failure of Lessee
either to effect such  insurance  in the names  herein  called for or to pay the
premiums  therefor,  or to deliver  such  policies  or  certificates  thereof to
Lessor,  at the times  required,  Lessor  shall be  entitled,  but shall have no
obligation,  to effect such  insurance and pay the premiums  therefor,  in which
event the cost  thereof,  together  with  interest  thereon at the Overdue Rate,
shall be repayable to Lessor upon demand therefor.  Each insurer shall agree, by
endorsement on the policy or policies issued by it, or by independent instrument
furnished to Lessor,  that it will give to Lessor ten (10) days' written  notice
before the policy or policies in question shall be altered, allowed to expire or
cancelled. Each policy shall have a deductible or deductibles, if any, which are
no greater than those normally maintained for similar facilities in the State.

  If either party shall at any time believe the limits of the insurance required
hereunder to be either excessive or insufficient,  the parties shall endeavor to
agree in writing on the proper and  reasonable  limits for such  insurance to be
carried and such  insurance  shall  thereafter  be carried  with the limits thus
agreed on until further change  pursuant to the  provisions of this Section.  If
the parties shall be unable to agree thereon,  the proper and reasonable  limits
for such insurance to be carried shall be determined by an impartial  nationally
or regionally recognized insurance brokerage firm reasonably selected by Lessor.
Nothing  herein shall  permit the amount of  insurance  to be reduced  below the
amount or amounts required by any of the Facility Mortgagees.

           13.7   Blanket   Policies   and   Policies    Covering   Multiple   .
Notwithstanding  anything to the contrary  contained in this  Article,  Lessee's
obligations to carry the casualty  insurance  provided for herein may be brought
within the  coverage of a blanket  policy or policies of  insurance  carried and
maintained by Lessee;  provided,  however,that the coverage afforded Lessor will
not be reduced or  diminished  or otherwise  be different  from that which would
exist under a separate  policy meeting all other  requirements  of this Lease by
reason of the use of such blanket policy of insurance, and provided further that
the requirements of this Article XIII are otherwise satisfied. For any liability
policies  covering  facilities  in addition to the Leased  Property,  Lessor may
require excess limits as Lessor reasonably determines.

  Lessee  shall not, on Lessee's  own  initiative  or pursuant to the request or
requirement of any third party,  (i) take out separate  insurance  concurrent in
form or  contributing in the event of loss with that required in this Article to
be furnished by, or which may  reasonably be required to be furnished by, Lessee
or (ii)  increase  the  amounts of any then  existing  insurance  by securing an
additional policy or additional policies, unless all parties having an insurable
interest in the subject matter of the  insurance,  including in all cases Lessor
and all Facility Mortgagees,  are included therein as additional insured and the
loss is payable  under such  insurance  in the same manner as losses are payable
under this Lease.  Lessee shall  immediately  notify Lessor of the taking out of
any such  separate  insurance or of the  increasing of any of the amounts of the
then existing insurance by securing an additional policy or additional policies.

                                  ARTICLE XIV.

  All proceeds  payable by reason of any loss or damage to the Leased  Property,
any Capital Additions or any part(s) or portion(s) thereof,  under any policy of
insurance required to be carried hereunder shall be paid to Lessor and Lessee by
issuance  of a joint  check and shall be made  available  to Lessee from time to
time for the reasonable costs of  reconstruction  or repair, as the case may be,
of any damage to or destruction of the Leased Property, any Capital Additions or
any part(s) or portion(s)  thereof.  Any excess proceeds of insurance  remaining
after the completion of the restoration or reconstruction of the Leased Property
and any Capital Additions to the satisfaction of Lessor shall belong and be paid
over to Lessee;  provided,  however,  that except as otherwise  provided in this
Article  XIV,  in the event  neither  Lessor nor Lessee is required or elects to
repair and restore,  then all such  insurance  proceeds shall belong to and paid
over to  Lessor.  At all  times  salvage  resulting  from  any risk  covered  by
insurance shall belong to and paid over to Lessor.  Lessor hereby represents and
warrants to Lessee that as of the date hereof  there are no Facility  Mortgagees
who have the right to apply insurance proceeds other than in the manner provided
for in this Lease.

           14.2 Insured Casualty

                14.2.1 If the Leased  Property and/or any Capital  Additions are
damaged or destroyed from a risk covered by insurance  required to be carried by
Lessee  under this Lease such that the Facility  thereby is rendered  Unsuitable
for its  Primary  Intended  Use,  Lessee  shall  either (i)  restore  the Leased
Property  and such  Capital  Additions to  substantially  the same  condition as
existed immediately before such damage or destruction,  or (ii) offer to acquire
the Leased  Property from Lessor for a purchase  price equal to the then Minimum
Purchase Price immediately  prior to such damage or destruction.  If Lessor does
not accept Lessee's offer to so purchase the Leased Property within fifteen (15)
Business Days after Lessee's  receipt  thereof,  Lessee may either withdraw such
offer and  proceed to restore  the Leased  Property  to  substantially  the same
condition as existed  immediately before such damage or destruction or terminate
the Lease in which  event  Lessor  shall be  entitled  to retain  the  insurance
proceeds.

                14.2.2 If the Leased Property  and/or any Capital  Additions are
damaged from a risk covered by insurance  required to be carried by Lessee under
this Lease, but the Facility is not thereby rendered  Unsuitable for its Primary
Intended  Use,  Lessee  shall  restore  the  Leased  Property  and such  Capital
Additions to substantially the same condition as existed immediately before such
damage. Such damage shall not terminate this Lease;  provided,  however, that if
Lessee  cannot  within a  reasonable  time  after  diligent  efforts  obtain the
necessary  government  approvals  needed to restore and operate the Facility for
its Primary Intended Use, Lessee may offer to purchase the Leased Property for a
purchase  price equal to the then Minimum  Purchase Price  immediately  prior to
such damage. If Lessee shall make such offer and Lessor does not accept the same
within fifteen (15) Business Days after Lessor's receipt thereof,  Lessee may by
written notice to Lessor at anytime  thereafter  either  withdraw such offer and
proceed to restore the Leased  Property to  substantially  the same condition as
existed  immediately  before such damage or destruction,  or terminate the Lease
effective  as of the date of such notice to Lessor,  in which event Lessor shall
be entitled to retain the insurance proceeds.

                14.2.3 If Lessee  elects or is required to repair and restore as
provided  and the cost of the  repair  or  restoration  exceeds  the  amount  of
proceeds received by Lessor from the insurance required to be carried hereunder,
Lessee shall contribute any excess amounts needed to restore the Facility.  Such
difference  shall be paid by Lessee to Lessor  together with any other insurance
proceeds, for application to the cost of repair and restoration.

                14.2.4 If Lessor  accepts  Lessee's offer to purchase the Leased
Property,  this Lease shall  terminate as to the Leased Property upon payment of
the  purchase  price and Lessor  shall  remit to Lessee all  insurance  proceeds
pertaining to the Leased Property then held by Lessor.

           14.3 Uninsured Casualty

                (a) If the Leased  Property is damaged or destroyed  from a risk
not covered by  insurance  required to be carried by Lessee  under this Lease or
otherwise  carried  by  Lessee,  such  that the  Facility  is  thereby  rendered
Unsuitable  for its Primary  Intended  Use,  Lessee shall either (i) restore the
Leased Property to substantially the same condition as existed immediately prior
to such damage or destruction in accordance with the provisions of Section 14.1,
or (ii) offer to acquire the Leased  Property  from Lessor for a purchase  price
equal to the then Minimum  Purchase  Price  immediately  prior to such damage or
destruction.  If Lessor does not accept Lessee's offer to so purchase the Leased
Property within fifteen (15) Business Days after Lessor's receipt thereof, which
Lessor  shall  have the  right to  accept  or  reject  in its sole and  absolute
discretion, then this Lease shall terminate on the date of Lessor's rejection of
Lessee's  offer to  purchase  the Leased  Property,  unless  Lessor  within such
fifteen (15) Business Day period shall by written notice to Lessee elect to have
Lessee  restore  the  Facility  pursuant  to the  provisions  of Article XIV and
Article X, but at  Lessor's  cost and  expense,  in which case this Lease  shall
remain in full force and effect.

                (b) If the Leased Property is damaged from a risk not covered by
insurance required to be carried by Lessee under this Lease or otherwise carried
by Lessee,  but the Facility is not thereby rendered  Unsuitable for its Primary
Intended Use, Lessee shall restore the Leased Property to substantially the same
condition that existed  before such damage in accordance  with the provisions of
Section 14.1.  Such damage shall not terminate  this Lease;  provided,  however,
that if Lessee cannot within a reasonable time after diligent efforts obtain the
necessary  government  approvals  needed to restore and operate the Facility for
its Primary Intended Use, Lessee may offer to purchase the Leased Property for a
purchase  price equal to the then Minimum  Purchase Price  immediately  prior to
such damage.  If Lessor does not accept Lessee's offer to so purchase the Leased
Property within fifteen (15) Business Days after Lessor's receipt thereof, which
Lessor  shall  have the  right to  accept  or  reject  in its sole and  absolute
discretion, then this Lease shall terminate on the date of Lessor's rejection of
Lessee's offer to purchase the Leased Property.

                (c) If Lessor  accepts  Lessee's  offer to  purchase  the Leased
Property pursuant to either of Sections 14.3(a) or 14.3(b), as applicable,  this
Lease shall  terminate as to the Leased  Property upon payment of the applicable
purchase price.

  This Lease shall  remain in full force and effect and Lessee's  obligation  to
pay the Rent and all other charges  required by this Lease shall remain unabated
during  the  period   required  for  adjusting   insurance,   satisfying   Legal
Requirements,  repair and  restoration;  provided,  however,  that Lessee  shall
receive a credit  against its Rent  obligations  hereunder in an amount equal to
the proceeds of any and all rental value and/or business interruption  insurance
carried by Lessee pursuant to this Lease (or other similar  insurance carried by
Lessee) which are paid over to Lessor.

  Lessee waives any statutory rights of termination which may arise by reason of
any damage or destruction of the Leased Property and/or any Capital Additions.

                                   ARTICLE XV.

           15.  Condemnation

  If the Leased  Property and any Capital  Additions are totally and permanently
taken by Condemnation, this Lease shall terminate as of the Date of Taking.

  If a portion of the Leased  Property  and any  Capital  Additions  is taken by
Condemnation,  this Lease shall  remain in effect if the Facility is not thereby
rendered Unsuitable for Its Primary Intended Use, but if the Facility is thereby
rendered  Unsuitable for its Primary Intended Use, this Lease shall terminate as
of the Date of Taking.

  If there is a partial taking of the Leased Property and any Capital  Additions
and this Lease remains in full force and effect pursuant to Section 15.2, Lessor
shall make  available  to Lessee any portion of the Award not paid on account of
Lessor's  fee or other  interest in and to the Leased  Property  and any Capital
Additions and Lessee shall accomplish all necessary  restoration  whether or not
the amount provided by the Condemnor for restoration is sufficient.

  The entire  Award  shall  belong to and be paid to Lessor,  except that Lessee
shall be  entitled  to receive  from the Award,  if and to the extent such Award
specifically  includes such item, lost profits value, moving expenses,  any then
unamortized  (in accordance  with GAAP) Capital  Addition Costs funded by Lessee
and the value of Lessee's  leasehold  estate  hereunder,  provided,  that in the
event of a  Condemnation  which  results in a  termination  of this Lease Lessor
shall receive in any event from the Award, subject to the rights of the Facility
Mortgagees,  no less than the Minimum Purchase Price  immediately  prior to such
Condemnation.

  The taking of the Leased  Property,  any Capital  Additions and/or any part(s)
thereof,  shall  constitute  a  taking  by  Condemnation  only  when the use and
occupancy by the taking authority has continued or will continue for longer than
180  consecutive  days.  During any shorter  period,  which shall be a temporary
taking,  all the  provisions of this Lease shall remain in full force and effect
and the Award allocable to the Term shall be paid to Lessee.

  A sale by Lessor to any  Condemnor,  either  under threat of  Condemnation  or
while Condemnation  proceedings are pending,  shall be deemed a Condemnation for
purposes of this Lease.  Lessor may, without any obligation to Lessee,  agree to
sell and/or convey to any  Condemnor  all or any portion of the Leased  Property
free from this Lease and the rights of Lessee hereunder  without first requiring
that  any  action  or   proceeding   be   instituted  or  pursued  to  judgment.
Notwithstanding  the foregoing  provisions of this Section 15.6,  Lessor may not
agree to sell or convey to a Condemnor all or any portion of the Leased Property
pursuant to this Section  15.6 without the approval of Lessee  unless the amount
of the Award  payable  in  connection  therewith  equals or  exceeds  the amount
necessary for the restoration of the Leased  Property and any Capital  Additions
which Lessee is obligated to perform pursuant to this Article XV or, in the case
of a  Condemnation  which  results in the  termination  of this Lease,  the Fair
Market Value of the Leased Property and the Capital Additions  immediately prior
to the institution of such Condemnation.

                                  ARTICLE XVI.

  Any one or more of the  following  shall  constitute an "Event of
Default":

                (a) a default  (whether  monetary,  non-monetary  or  otherwise)
shall occur under any other  Facility Group Lease where the default is not cured
within any applicable grace period set forth therein;

                (b) Lessee  shall fail to pay any  installment  of Rent when the
same  becomes due and payable and such  failure is not cured by Lessee  within a
period of five (5) days after receipt of notice  thereof from Lessor;  provided,
however,  that such notice shall be in lieu of and not in addition to any notice
required under applicable law;

                (c) the "Lessee"  under any other  Existing  Lease shall fail to
obtain a letter of credit as required by the terms of such Existing Lease and as
supplemented by Article XXI of this Lease within the applicable  notice and cure
period provided for in such Existing Lease;

                (d)  except  as  otherwise  specifically  provided  for in  this
Section  16.1,  if Lessee  shall  fail to observe  or  perform  any other  term,
covenant  or  condition  of this  Lease and such  failure is not cured by Lessee
within  thirty (30) days after notice  thereof from Lessor,  unless such failure
cannot with due diligence be cured within a period of thirty (30) days, in which
case  such  failure  shall not be  deemed  to be an Event of  Default  if Lessee
proceeds  promptly  and with due  diligence  to cure the failure and  diligently
completes the curing thereof;  provided,  however,  that such notice shall be in
lieu of and not in addition to any notice required under applicable law;

                (e) Lessee or any Guarantor shall:

                      (i) admit in  writing  its  inability  to pay
its debts generally as they become due,

                      (ii)    file a petition  in  bankruptcy  or a
petition to take advantage of any insolvency act,

                      (iii)   make an  assignment  for the  benefit
of its creditors,

                      (iv)    consent  to  the   appointment  of  a
receiver of itself or of the whole or any  substantial  part of its
Property, or

                      (v) file  a   petition   or  answer   seeking
reorganization  or arrangement  under the Federal  bankruptcy  laws or any other
applicable law or statute of the United States of America or any state thereof;

                (f) Lessee or any Guarantor  shall be adjudicated as bankrupt or
a court of  competent  jurisdiction  shall enter an order or decree  appointing,
without  the  consent  of  Lessee,  a  receiver  of  Lessee  or of the  whole or
substantially  all of its  property,  or approving a petition  filed  against it
seeking  reorganization  or arrangement  of Lessee under the Federal  bankruptcy
laws or any other  applicable  law or statute of the United States of America or
any state thereof,  and such  judgment,  order or decree shall not be vacated or
set aside or stayed within sixty (60) days from the date of the entry thereof;

                (g) Except to the extent  permitted  pursuant to Article XXIV of
this Lease,  Lessee or any Guarantor shall be liquidated or dissolved,  or shall
begin  proceedings  toward such  liquidation or  dissolution,  or shall,  in any
manner, permit the sale or divestiture of substantially all its assets;

                (h) the estate or interest of Lessee in the Leased Property, any
Capital Additions or any part(s) thereof shall be levied upon or attached in any
proceeding  and the same shall not be vacated or discharged  within the later of
ninety (90) days after commencement thereof or thirty (30) days after receipt by
Lessee of notice thereof from Lessor,  unless such vacation or discharge  cannot
reasonably be obtained within such time periods, in which case failure to obtain
such release or  discharges in such time periods shall not be deemed an Event of
Default so long as Lessee proceeds promptly and with due diligence to obtain the
same as  promptly as  practicable,  but in any event  within one hundred  eighty
(180)  days  after  the  same  shall  be  levied  upon or  attached  in any such
proceeding;  provided,  however, that such notice shall be in lieu of and not in
addition to any notice required under applicable law;

                (i) any Transfer occurs without  Lessor's  consent in accordance
with the provisions of Article XXIV;

                (j) any of the  representations  or  warranties  made by  Lessee
hereunder or otherwise or any  Guarantor in the Guaranty or otherwise  proves to
be untrue when made in any  material  respect  which  materially  and  adversely
affects Lessor and such representation or warranty is not corrected by Lessee or
such Guarantor within thirty (30) days after notice thereof from Lessor,  unless
such correction  cannot with due diligence be corrected  within such thirty (30)
day period,  in which case such untrue  representation  or warranty shall not be
deemed an Event of Default if Lessee or Guarantor  shall  proceed  promptly with
due  diligence to correct the same,  and  diligently  completes  the  correction
thereof,  but in any event  within  sixty (60) days after  notice  thereof  from
Lessor;

                (k) the Facility's  applicable  license or third-party  provider
reimbursement  agreements  material to the Facility's  operation for its Primary
Intended Use are at any time  terminated  or revoked or suspended  for more than
twenty (20) days;

                (l) any local, state or federal agency having  jurisdiction over
the operation of the Facility  removes Ten Percent (10%) or more of the patients
or residents located in the Facility;

                (m)  Lessee  fails to give  notice to Lessor  not later than ten
(10) Business Days after Lessee's  receipt  thereof of any Class A (as such term
is customarily  used) or equivalent fine notice from any Governmental  Authority
or officer acting on behalf thereof relating to the Facility;

                (n)  Lessee  fails to cure or abate  any  Class A or  equivalent
violation  occurring  during  the  Term  that  is  claimed  by any  Governmental
Authority,  or  any  officer  acting  on  behalf  thereof,  of any  law,  order,
ordinance,  rule or regulation pertaining to the operation of the Facility,  and
within the time permitted by such authority or by applicable  Legal  Requirement
for such cure or abatement;

                (o) Lessee fails to notify  Lessor within five (5) Business Days
after  receipt  of any  notice  from  any  governmental  agency  terminating  or
suspending or threatening termination or suspension,  of any material license or
certification relating to the Facility;

                (p)  Lessee  fails to give  notice to Lessor  not later than ten
(10) days after any notice,  claim or demand from any Governmental  Authority or
any officer  acting on behalf  thereof,  of any  violation of any material  law,
order,  ordinance,  rule or  regulation  with  respect to the  operation  of the
Facility;

                (q)  any  proceedings  are  instituted  against  Lessee  by  any
Governmental  Authority  which  more  likely  than  not will  result  in (i) the
revocation of any license granted to Lessee for the operation of the Facility or
(ii) the  decertification  of the Facility from participation in the Medicare or
Medicaid reimbursement program;

                (r) any default and acceleration of any  indebtedness  following
any applicable cure period therefor of $1 Million or more of Lessee;

                (s)   any default  shall occur under any  Guaranty;
or

                (t) a monetary  default shall occur under any Existing  Lease or
any other agreement or instrument now or hereafter with or in favor of Lessor or
any  Affiliate  of Lessor and made by or with Lessee or any  Affiliate of Lessee
where such monetary  default is not cured within any applicable grace period set
forth therein.

 . If an Event of Default shall have occurred, Lessor may terminate this Lease by
giving Lessee notice of such  termination  and the Term shall  terminate and all
rights of Lessee under this Lease shall  cease.  Lessor shall have all rights at
law and in equity  available  to  Lessor  as a result  of any Event of  Default.
Lessee shall pay as Additional  Charges all costs and expenses incurred by or on
behalf of Lessor, including reasonable attorneys' fees and expenses, as a result
of any Event of Default  hereunder.  If an Event of Default  shall have occurred
and be  continuing,  whether or not this Lease has been  terminated  pursuant to
this Section 16.2,  Lessee shall, to the extent permitted by law, if required by
Lessor so to do,  immediately  surrender  to  Lessor  possession  of the  Leased
Property and any Capital  Additions  and quit the same and Lessor may enter upon
and repossess the Leased Property and any Capital Additions by reasonable force,
summary proceedings, ejectment or otherwise, and may remove Lessee and all other
Persons and any of Lessee's  Personal  Property from the Leased Property and any
Capital Additions.

 . (i) The  termination  of this  Lease;  (ii)  the  repossession  of the  Leased
Property and any Capital Additions; (iii) the failure of Lessor, notwithstanding
reasonable good faith efforts, to relet the Leased Property;  (iv) the reletting
of all or any portion of the Leased Property; or (v) the failure or inability of
Lessor to collect or receive any rentals due upon any such reletting,  shall not
relieve Lessee of its liabilities and obligations hereunder,  all of which shall
survive any such termination, repossession or reletting. If any such termination
occurs,  Lessee  shall  forthwith  pay to Lessor all Rent due and  payable  with
respect to the Leased  Property to and including  the date of such  termination.
Thereafter,  following  any such  termination,  Lessee  shall  forthwith  pay to
Lessor, at Lessor's option, as and for liquidated and agreed current damages for
an Event of Default by Lessee, the sum of:

           (1) the worth at the time of award of the unpaid  Rent which had been
      earned at the time of termination,

           (2) the worth at the time of award of the  amount by which the unpaid
      Rent which  would have been  earned  after  termination  until the time of
      award exceeds the amount of such rental loss that Lessee proves could have
      been reasonably avoided,

           (3) the worth at the time of award of the  amount by which the unpaid
      Rent for the  balance  of the Term  after  the time of award  exceeds  the
      amount of such rental loss that Lessee proves could be reasonably avoided,
      plus

           (4) any other amount  proved by Lessor to be necessary to  compensate
      Lessor  for all the  damages  proximately  caused by  Lessee's  failure to
      perform its  obligations  under this Lease or which in the ordinary course
      of things would be likely to result therefrom.

      As used in  clauses  (1) and (2)  above,  the "worth at the time of award"
      shall be  computed by allowing  interest at the Overdue  Rate.  As used in
      clause (3) above,  the "worth at the time of award"  shall be  computed by
      discounting  such amount at the discount rate of the Federal  Reserve Bank
      of San Francisco at the time of award plus One Percent (1%).  For purposes
      of determining  the worth at the time of the award,  Additional  Rent that
      would have been  payable for the  remainder of the Term shall be deemed to
      be the greater of (y) the same as the Additional Rent for the then current
      Lease Year or, if not determinable,  the immediately preceding Lease Year;
      and (z) such other amount as Lessor shall prove could reasonably have been
      earned.

Alternatively,  if Lessor does not elect to  terminate  this Lease,  then Lessee
shall pay to Lessor,  at  Lessor's  option,  as and for agreed  damages for such
Event of Default  without  termination  of Lessee's  right to  possession of the
Leased  Property and any Capital  Additions,  each  installment of said Rent and
other sums  payable by Lessee to Lessor  under the Lease as the same becomes due
and payable,  together  with interest at the Overdue Rate from the date when due
until paid,  and Lessor may enforce,  by action or otherwise,  any other term or
covenant of this Lease.

  Upon  the  occurrence  of an  Event  of  Default,  and  upon  commencement  of
proceedings to enforce the rights of Lessor hereunder, Lessor shall be entitled,
as a matter of right, to the  appointment of a receiver or receivers  acceptable
to Lessor of the Leased  Property  and any Capital  Additions  of the  revenues,
earnings,  income,  products  and profits  thereof,  pending the outcome of such
proceedings, with such powers as the court making such appointment shall confer.

  Upon the occurrence of a Put Event, Lessor shall be entitled to require Lessee
to purchase the Leased Property on the first Minimum Rent Payment Date occurring
not less than thirty (30) days after the date  specified in a notice from Lessor
requiring  such  purchase  for an amount  equal to the  greater  of (i) the Fair
Market Value,  or (ii) the Minimum  Purchase Price,  plus, in either event,  all
Rent then due and payable  (excluding the installment of Minimum Rent due on the
purchase date). If Lessor  exercises such right,  Lessor shall convey the Leased
Property to Lessee on the date fixed therefor in accordance  with the provisions
of Article  XVIII upon  receipt of the  purchase  price  therefor and this Lease
shall  thereupon  terminate.  Any  purchase  by  Lessee of the  Leased  Property
pursuant to this  Section  shall be in lieu of the damages  specified in Section
16.3.

  If Lessor  initiates  judicial  proceedings  or if this Lease is terminated by
Lessor  pursuant to this  Article,  Lessee  waives,  to the extent  permitted by
applicable law, (i) any right of redemption,  re-entry or repossession; and (ii)
the  benefit  of any laws now or  hereafter  in force  exempting  property  from
liability for rent or for debt.

  Any  payments  received by Lessor  under any of the  provisions  of this Lease
during the  existence or  continuance  of any Event of Default which are made to
Lessor  rather than Lessee due to the  existence of an Event of Default shall be
applied to Lessee's  obligations  in the order which Lessor may  determine or as
may be prescribed by the laws of the State.

  On notice or request  therefor by Lessor to Lessee,  upon the  occurrence of a
Facility Operating  Deficiency  specified with particularity in Lessor's notice,
and for a period  equal to the  greater of six (6) months or the time  necessary
fully to remedy the  Facility  Operating  Deficiency,  Lessee  shall  engage the
services of a management  consultant,  unaffiliated  with Lessee and approved by
Lessor,  to review the  management  of the  Facility  for the  purpose of making
recommendations to remedy the Facility Operating Deficiency(ies). The management
consultant shall have complete access to the Facility, its records,  offices and
facilities,  in order that it may carry out its duties.  Lessee shall cause such
management  consultant  to  prepare  and  deliver to Lessor and Lessee a written
report of its recommendations  within thirty (30) days after its engagement.  If
Lessee  shall fail to  designate a management  consultant  acceptable  to Lessor
within five (5) days after receipt of the notice of request therefor, Lessor may
designate such management  consultant by further notice to Lessee.  Lessee shall
be  responsible  for  payment of all fees and  expenses  reasonably  charged and
incurred by the management  consultant in carrying out its duties.  Lessee shall
promptly  implement  any  and  all  reasonable   recommendations  made  by  such
management  consultant  in order  to  promptly  correct  or cure  such  Facility
Operating Deficiency; provided, however, that in no event shall Lessee implement
any such  recommendations  if the same would otherwise cause an Event of Default
hereunder  (e.g., a Transfer or change in use of the Leased  Property),  without
Lessor's  prior  written  consent,  which  consent  may be given or  withheld in
Lessor's sole and absolute discretion.

           16.9 [Reserved]

  The parties intend that if an Event of Default occurs under this Lease, Lessor
will control  Lessee's  Personal  Property and the  Intangible  Property so that
Lessor or its designee or nominee can operate or re-let the Facility  intact for
the Primary Intended Use. Accordingly,  to implement such intention, and for the
purpose of securing the payment and performance obligations of Lessee hereunder,
Lessor and Lessee agree as follows:

                16.10.1 Lessee,  as debtor,  hereby grants to Lessor, as secured
party,  to the extent  permitted by applicable  Legal  Requirements,  a security
interest and an express  contractual lien upon all of Lessee's right,  title and
interest  in and to  Lessee's  Personal  Property  and in and to the  Intangible
Property and any and all products,  rents, proceeds and profits thereof in which
Lessee now owns or hereafter acquires an interest or right, including any leased
Lessee's Personal Property. This Lease constitutes a security agreement covering
all such Lessee's  Personal Property and the Intangible  Property.  The security
interest  granted to Lessor with respect to Lessee's  Personal  Property in this
Section 16.10 is intended by Lessor and Lessee to be subordinate to any security
interest  granted  in  connection  with the  financing  or leasing of all or any
portion of the Lessee's  Personal Property so long as the lessor or financier of
such Lessee's  Personal  Property  agrees to give Lessor  written  notice of any
default by Lessee  under the terms of such lease or  financing  arrangement,  to
give Lessor a reasonable time following such notice to cure any such default and
consents to Lessor's written  assumption of such lease or financing  arrangement
upon Lessor's curing of any such defaults.  This clause shall be  self-operative
and no further instrument of subordination shall be required; provided, however,
that in confirmation of such  subordination,  Lessor shall execute  promptly any
certificate or document that Lessor or any Person providing financing or leasing
of all or any portion of Lessee's Personal  Property may reasonably  request for
such  proposes  so  long  as  the  same  complies  with  the  provisions  of the
immediately  preceding  sentence.  This  security  agreement  and  the  security
interest  created herein shall survive the expiration or earlier  termination of
this Lease.

                16.10.2  If  required  by  Lessor at any time  during  the Term,
Lessee shall execute and deliver to Lessor,  in form reasonably  satisfactory to
Lessor,  additional security agreements,  financing statements,  fixture filings
and such other documents as Lessor may reasonably require to perfect or continue
the perfection of Lessor's  security  interest in Lessee's Personal Property and
the Intangible  Property and any and all products and proceeds thereof now owned
or  hereafter  acquired  by Lessee.  In the event  Lessee  fails to execute  any
financing  statement or other  documents for the perfection or  continuation  of
Lessor's security interest, Lessee hereby appoints Lessor as its true and lawful
attorney-in-fact  to execute any such  documents  on its behalf,  which power of
attorney shall be irrevocable and is deemed to be coupled with an interest.

                16.10.3 Upon the occurrence of an Event of Default, Lessor shall
be entitled to exercise  any and all rights or remedies  available  to a secured
party under the Uniform Commercial Code, or available to a lessor under the laws
of the State,  with respect to Lessee's  Personal  Property  and the  Intangible
Property, including the right to sell the same at public or private sale.

                                  ARTICLE XVII.

  If Lessee  shall fail to make any payment or to perform any act required to be
made or  performed  hereunder  within the  applicable  notice  and cure  periods
provided for in this Lease, Lessor,  without waiving or releasing any obligation
or default,  may,  but shall be under no  obligation  to,  make such  payment or
perform  such act for the account and at the expense of Lessee,  and may, to the
extent  permitted  by law,  enter  upon  the  Leased  Property  and any  Capital
Additions  for such  purpose  and take all such  action  thereon as, in Lessor's
opinion, may be necessary or appropriate therefor. No such entry shall be deemed
an  eviction of Lessee.  All sums so paid by Lessor and all costs and  expenses,
including reasonable  attorneys' fees and expenses,  so incurred,  together with
interest  thereon  at the  Overdue  Rate  from the date on  which  such  sums or
expenses  are paid or incurred  by Lessor,  shall be paid by Lessee to Lessor on
demand.

                                 ARTICLE XVIII.

  If Lessee  purchases  the Leased  Property  from Lessor,  Lessor  shall,  upon
receipt from Lessee of the applicable purchase price, together with full payment
of any unpaid  Rent due and  payable  with  respect  to any period  ending on or
before the date of the  purchase,  deliver to Lessee an  appropriate  limited or
special  warranty  deed or other  conveyance  conveying the entire fee simple or
ground lease interest of Lessor in and to the Leased Property to Lessee free and
clear of all encumbrances  other than (i) those that Lessee has agreed hereunder
to pay or discharge;  (ii) those mortgage liens, if any, which Lessee has agreed
in  writing  to  accept  and to take  title  subject  to;  (iii)  the  Permitted
Exceptions; and (iv) any other encumbrances permitted hereunder to be imposed on
the Leased  Property which are assumable at no cost to Lessee or to which Lessee
may take subject without cost to Lessee.  The difference  between the applicable
purchase  price and the total of the  encumbrances  assumed or taken  subject to
shall be paid to Lessor or as Lessor may direct in immediately  available funds;
provided,  however,  that if the  total of all  such  encumbrances  exceeds  the
applicable purchase price, then the difference shall be paid to Lessee by Lessor
as Lessee  may direct in  immediately  available  funds.  All  expenses  of such
conveyance,  including the cost of title insurance,  reasonable  attorneys' fees
incurred by Lessor in  connection  with such  conveyance  and release,  transfer
taxes and  recording and escrow fees,  shall be paid by Lessee.  Notwithstanding
anything to the contrary in the foregoing  provisions,  in no event shall Lessee
be required to accept title to the Leased Property  subject to any  encumbrances
described in clause (iv) above that are not  terminable  or  prepayable  without
fee,  premium or penalty on or at any time after the date of conveyance of title
of the Leased Property to Lessee.

                                  ARTICLE XIX.

  Provided  that no Event of Default has occurred and is  continuing,  either at
the date of exercise or upon the  commencement of an Extended Term (as hereunder
defined),  then  Lessee  shall  have the right to renew  this  Lease for two (2)
ten-year  renewal  terms (each,  an "Extended  Term"),  upon (i) giving  written
notice to Lessor of such  renewal  not less than twelve (12) months and not more
than eighteen (18) months prior to the expiration of the then current Term, (ii)
delivering to Lessor concurrent with such notice a reaffirmation of any guaranty
of  Lessee's  obligations  hereunder  executed  by each  Guarantor  stating,  in
substance,  that such Guarantor's obligations under the guaranty shall extend to
this Lease,  as extended by the Extended Term and (iii) the "Lessee"  under each
of the other Facility Group Leases,  concurrently therewith exercising its right
to renew such other Facility Group Lease for the corresponding  Extended Term of
such Facility  Group Lease in the manner and within the time provided in Article
XIX thereof.  The Extended  Terms, if at all, shall commence and end (subject to
earlier termination as herein provided) as follows:  (A) the first Extended Term
shall be the period from October 1, 2012  through and  including  September  30,
2022; and (b) the second  Extended Term shall be the period from October 1, 2022
to September 20, 2032.  During each Extended  Term, if any, all of the terms and
conditions of this Lease shall continue in full force and effect except that the
annual  Minimum Rent for and during such  Extended  Term shall be the greater of
(a) the then current annual Fair Market Rental and (b) the sum of annual Minimum
Rent and  Additional  Rent  payable  for the last Lease Year of the  immediately
preceding Term.

           Notwithstanding anything to the contrary in this Article XIX, Lessor,
in its sole discretion,  may waive the condition to Lessee's right to renew this
Lease that no Event of Default,  or event which, with notice or lapse of time or
both, would constitute an Event of Default, have occurred or be continuing,  and
the same may not be used by  Lessee as a means to negate  the  effectiveness  of
Lessee's exercise of its renewal right for such Extended Term.

                                   ARTICLE XX.

  If Lessee shall for any reason  remain in  possession  of the Leased  Property
and/or any Capital Additions after the expiration or earlier  termination of the
Term, such possession shall be as a month-to-month tenant during such period and
Lessee  shall pay during such period (i) Minimum Rent monthly in an amount equal
to the monthly Minimum Rent and Additional Rent in effect  immediately  prior to
the  expiration or earlier  termination  of this Lease to and until Lessor shall
notify  Lessee in writing  that Lessor deems  Lessee a holdover  tenant  without
permission,  in which event,  Lessee shall from and  thereafter pay Minimum Rent
monthly in an amount equal to One Hundred  Fifty  Percent  (150%) of the monthly
Minimum Rent and Additional Rent in effect  immediately  prior to the expiration
or earlier  termination of this Lease, plus (ii) all Additional  Charges and all
other sums  payable by Lessee  pursuant  to this  Lease.  During  such period of
month-to-month  tenancy, Lessee shall be obligated to perform and observe all of
the terms,  covenants  and  conditions  of this Lease,  but shall have no rights
hereunder  other than the right,  to the extent  given by law to  month-to-month
tenancies,  to continue its occupancy and use of the Leased  Property and/or any
Capital  Additions.  Nothing  contained  herein  shall  constitute  the consent,
express or implied, of Lessor to the holding over of Lessee after the expiration
or earlier termination of this Lease.

                                  ARTICLE XXI.

  Pursuant to the terms of the  Existing  Leases,  the  "Lessee"  thereunder  is
required to obtain and deliver to Lessor or an  Affiliate  of Lessor a letter(s)
of credit  meeting the  requirements  of the  provisions of such other  Existing
Leases (collectively,  the "Letter(s) of Credit").  Accordingly,  for so long as
such Letter(s) of Credit (or any of them) are required to be delivered under the
Existing Leases,  such Letter(s) of Credit shall also name Lessor as beneficiary
to  secure  Lessee's  obligations  hereunder.  Notwithstanding  anything  to the
contrary in the Existing Leases, Lessee shall cause any such Letter(s) of Credit
to provide that it will be honored upon a signed statement by Lessor that Lessor
is entitled to draw upon such  Letter(s) of Credit  under this Lease,  and shall
require no signature or statement from any party other than Lessor. No notice to
Lessee or any  Affiliate  of Lessee  shall be required to enable  Lessor to draw
upon the  Letter(s) of Credit.  Lessee shall also ensure that such  Letter(s) of
Credit provide that following the honor of any drafts in an amount not less than
the aggregate amount of the Letter(s) of Credit, the financial institution shall
return the  original  Letter(s)  of Credit to Lessor or Lessor's  Affiliate  and
Lessor  or  Lessor's  Affiliate's  rights  as to  the  remaining  amount  of the
Letter(s) of Credit will not be extinguished.

  Lessor or Lessor's  Affiliate shall have the right to draw upon such Letter(s)
of Credit up to its full amount  whenever (a) an Event of Default  hereunder has
occurred or, (b) to the extent provided  therein,  an event of default under any
other lease or agreement  between Lessor or an Affiliate of Lessor and Lessee or
an Affiliate of Lessee or under any other letter of credit, guaranty,  mortgage,
deed of trust,  or other  instrument  now or hereafter  executed by Lessee or an
Affiliate  of Lessee in favor of Lessor or an  Affiliate  of Lessor has occurred
(including a default under any other Facility Group Lease or any Existing Lease)
or (c) an event or  circumstance  has  occurred  which with notice or passage of
time, or both,  would  constitute  an Event of Default  hereunder or an event of
default  under any such other  lease,  agreement,  letter of  credit,  guaranty,
mortgage,  deed of trust or other instrument (including under any other Facility
Group Lease or any Existing Lease), notwithstanding that transmittal of any such
notice may be barred by the  Bankruptcy  Code or any other  applicable  federal,
state or local  debtor  relief law. No such draw shall (i) cure or  constitute a
waiver of an Event of Default, (ii) be deemed to fix or determine the amounts to
which Lessor is entitled to recover under this Lease or  otherwise,  or (iii) be
deemed to limit or waive Lessor's  right to pursue any remedies  provided for in
this Lease.

  In the event that Lessor or any  Affiliate of Lessor draws upon a Letter(s) of
Credit the proceeds  thereof shall be used only for purposes of  application  to
any Rent due under  this  Lease  and/or to any  damage or loss that  Lessor  has
suffered  or will suffer by reason of any Event of Default  hereunder  or to the
obligations of the other parties under the other leases and  agreements  secured
by such letter of credit or to compensate  Lessor or Lessor's  Affiliate for any
damage or loss which  Lessor or  Lessor's  Affiliate  may  suffer or  reasonably
expect to suffer by reason of default under any such other leases or agreements.
In the event the  amounts  drawn  under such  letter(s)  of credit  exceeds  the
obligations secured thereby,  then Lessor or Lessor's Affiliate shall remit such
excess to the Person legally entitled thereto upon payment and discharge in full
of all obligations  secured by such letter(s) of credit.  To and until Lessor or
Lessor's Affiliate remits such excess, such excess shall be held as security for
the  performance  of the  obligations  which remain secured by such letter(s) of
credit.  Upon  delivery  of any  replacement  letter(s)  of credit  meeting  the
requirements of the provisions of the applicable  existing Leases,  Lessor shall
immediately pay or cause to be paid to the Persons legally  entitled thereto any
unused  proceeds  from the  letter(s)  of credit  upon which  Lessor or Lessor's
Affiliate has so drawn.

                                  ARTICLE XXII.

  The risk of loss or of decrease in the  enjoyment  and  beneficial  use of the
Leased  Property  and any Capital  Additions as a  consequence  of the damage or
destruction thereof by fire, the elements,  casualties,  thefts,  riots, wars or
otherwise, or in consequence of foreclosures,  attachments, levies or executions
(other than by Lessor and Persons  claiming  from,  through or under  Lessor) is
assumed by Lessee,  and no such event shall  entitle  Lessee to any abatement of
Rent.

                                 ARTICLE XXIII.

  In addition to the other indemnities contained herein, and notwithstanding the
existence  of any  insurance  carried by or for the benefit of Lessor or Lessee,
and without  regard to the policy  limits of any such  insurance,  Lessee  shall
protect,  indemnify,  save  harmless  and defend  Lessor  from and  against  all
liabilities, obligations, claims, damages penalties, causes of action, costs and
expenses,  including reasonable  attorneys',  consultants' and experts' fees and
expenses,  imposed upon or incurred by or asserted  against  Lessor by reason of
any of the following occurrences during the Term: (i) any accident, injury to or
death of  Persons  or loss of or damage to  property  occurring  on or about the
Leased Property,  or any Capital Additions or adjoining sidewalks thereto;  (ii)
any use,  misuse,  non-use,  condition,  maintenance  or repair by Lessee of the
Leased  Property  or any  Capital  Additions;  (iii) any  failure on the part of
Lessee to  perform  or  comply  with any of the  terms of this  Lease;  (iv) the
non-performance  of any of the terms  and  provisions  of any and all  Occupancy
Arrangements of the Leased Property or any Capital  Additions to be performed by
any party thereunder  entered into by Lessee or any other Occupant  claiming by,
through or under Lessee; (v) any claim for malpractice, negligence or misconduct
committed  by any Person on or working  from the Leased  Property or any Capital
Additions;  and (vi) the violation of any Legal  Requirement.  Any amounts which
become  payable by Lessee  under this Article  shall be paid within  thirty (30)
days after liability  therefor is determined by litigation or otherwise,  and if
not timely paid shall bear  interest  at the Overdue  Rate from the date of such
determination  to the date of payment;  provided,  however,  that payment of any
liability  shall be deferred if such  determination  is the subject of a pending
appeal or a motion for  modification  or  reconsideration,  in which case Lessee
shall not be required to pay such liability  until any such appeal or motion for
modification  or  reconsideration  has been denied by any  appellate  court with
jurisdiction.  Lessee, at its sole cost and expense,  shall contest,  resist and
defend any such  claim,  action or  proceeding  asserted or  instituted  against
Lessor or may  compromise  or otherwise  dispose of the same as Lessee sees fit;
provided,  however,  that any legal counsel  selected by Lessee to defend Lessor
shall be reasonably  satisfactory to Lessor. All  indemnification  covenants are
intended to apply to losses, damages,  injuries,  claims, etc. incurred directly
by the indemnified  parties and their property,  as well as by the  indemnifying
party or third party,  and their  property.  For purposes of this Article XXIII,
any  acts  or  omissions  of  Lessee,  or  by  employees,   agents,   assignees,
contractors, subcontractors or others acting for or on behalf of Lessee (whether
or not they are negligent,  intentional, willful or unlawful), shall be strictly
attributable to Lessee.  It is understood and agreed that payment shall not be a
condition precedent to enforcement of the foregoing indemnification obligations.
Notwithstanding  anything to the  contrary in this  Lease,  Lessee  shall not be
required to indemnify  Lessor  pursuant to this Article XXIII to the extent that
the facts or  circumstances  surrounding  the event  that is the  subject of the
claim for  indemnification  occurred prior to the Commencement Date or after the
date Lessee vacates and surrenders  possession of the Leased  Property to Lessor
following  the  expiration  or earlier  termination  of the Term of this  Lease;
provided,  however,  that Lessee shall at all times indemnify Lessor pursuant to
this Article XXIII by reason of the occurrence of any of the events described in
clauses (iii) and (iv) above.

                                  ARTICLE XXIV.

           24.  Transfers

  Except as permitted  pursuant to Sections  24.9 and 24.10 below,  Lessee shall
not,  without  Lessor's  prior  written  consent,   which  consent  may  not  be
unreasonably withheld, either directly or indirectly or through one or more step
transactions  or tiered  transactions,  voluntarily  or by operation of law, (i)
assign,  convey,  sell,  pledge,  mortgage,  hypothecate or otherwise  encumber,
transfer  or  dispose  of all or any part of this  Lease or  Lessee's  leasehold
estate  hereunder,  (ii) Master  Sublease all or any part of the Leased Property
and/or any Capital  Additions,  (iii)  engage the services of any Person for the
management  or  operation of all or any part of the Leased  Property  and/or any
Capital Additions,  (iv) convey, sell, assign,  transfer or dispose of any stock
or partnership,  membership or other interests  (whether equity or otherwise) in
Lessee  (which  shall  include any  conveyance,  sale,  assignment,  transfer or
disposition of any stock or partnership,  membership or other interests (whether
equity or otherwise) in any Controlling  Person(s)),  if such conveyance,  sale,
assignment, transfer or disposition results, directly or indirectly, in a change
in control of Lessee (or in any Controlling Person(s)),  (v) dissolve,  merge or
consolidate Lessee (which shall include any dissolution, merger or consolidation
of any Controlling Person) with any other Person, if such dissolution, merger or
consolidation,  directly or indirectly, results in a change in control of Lessee
or in any  Controlling  Person(s),  (vi)  sell,  convey,  assign,  or  otherwise
transfer all or  substantially  all of the assets of Lessee (which shall include
any sale, conveyance,  assignment, or other transfer of all or substantially all
of the assets of any  Controlling  Person(s)),  (vii) enter into or permit to be
entered into any agreement or arrangement to do any of the foregoing or to grant
any option or other right to any Person to do any of the foregoing  (each of the
aforesaid acts referred to in clauses (i) through (vii) being referred to herein
as a  "Transfer").  Any  Occupancy  Arrangement  with  respect  to more than Ten
Percent  (10%)  of the  Facility  in the  aggregate  to any  Person  and/or  its
Affiliates,  directly or indirectly, or through one or more step transactions or
tiered transactions,  shall be deemed to be a "Master Sublease"  hereunder.  For
any  Occupancy  Arrangement  transaction  not  requiring  the  consent of Lessor
hereunder (i.e., an Occupancy  Arrangement not constituting a Master  Sublease),
Lessee  shall,  within  ten  (10)  days of  entering  into  any  such  Occupancy
Arrangement,  notify Lessor of the existence of such Occupancy  Arrangement  and
the  identity of the  Occupant  and supply  Lessor with a copy of the  agreement
relating to such  Occupancy  Arrangement  and any other  related  documentation,
materials or information reasonably requested by Lessor.

                24.2  Consent and Transfer Consideration

                      24.2.1  Prior to any  Transfer  for which the
consent of Lessor is required under this Lease, Lessee shall first notify Lessor
of its desire to do so and shall  submit in  writing to Lessor:  (i) the name of
the proposed Occupant, assignee, manager or other transferee; (ii) the terms and
provisions of the Transfer,  including any  agreements in connection  therewith;
and (iii) such financial information as Lessor reasonably may request concerning
the proposed Occupant,  assignee, manager or other transferee.  Lessor may, as a
condition  to granting  such  consent,  and in addition to any other  conditions
imposed by Lessor,  require  that the  obligations  of any  Occupant,  assignee,
manager  or  other  transferee  which  is an  Affiliate  of  another  Person  be
guaranteed  by its parent or  Controlling  Person and that any  Guaranty of this
Lease be reaffirmed by any Guarantor  notwithstanding such Transfer. The consent
by Lessor to any  Transfer  shall not  constitute  a consent  to any  subsequent
Transfer or to any subsequent or successive Transfer. Any purported or attempted
Transfer  contrary to the  provisions  of this Article shall be void and, at the
option of  Lessor,  shall  terminate  this  Lease.  In  exercising  its right of
reasonable  approval or  disapproval  to a proposed  Transfer,  Lessor  shall be
entitled to take into account any fact or factor which Lessor  reasonably  deems
relevant to such decision,  including the following,  all of which are agreed to
be reasonable factors for Lessor's consideration:

                              (a) The  financial  strength  of  the
proposed Occupant, assignee, manager or other transferee, including the adequacy
of its working capital.


                              (b) The  operating  experience of the
proposed  Occupant,  assignee,  manager or other  transferee  with  respect to a
business of the type and size of the Facility.

                              (c) Violation  of any  agreements  to
which Lessee is a party.

                              (d) Whether  there  then  exists  any
Event of Default by Lessee pursuant to this Lease.

Moreover,  Lessor  shall be entitled to be  reasonably  satisfied  that each and
every  covenant,  condition or obligation  imposed upon Lessee by this Lease and
each and every  right,  remedy or benefit  afforded  Lessor by this Lease is not
impaired or diminished by such Transfer.

                      24.2.2  In  connection   with  any  Transfer,
Lessor shall be entitled to receive the applicable Transfer Consideration.

                      24.2.3  The   consent   by   Lessor   to  any
Transfer  shall not  constitute a consent to any  subsequent  Transfer or to any
subsequent or successive Transfer.  Any purported or attempted Transfer contrary
to the  provisions  of this Article  shall be void and, at the option of Lessor,
shall terminate this Lease.

  Any  Occupancy  Arrangement  (whether  or not the  same  constitutes  a Master
Sublease) shall be expressly subject and subordinate to all applicable terms and
conditions of this Lease and provide that Lessor,  at its option and without any
obligation  to do so, may require any  Occupant,  upon an Event of Default under
this Lease,  to attorn to Lessor,  in which event  Lessor  shall  undertake  the
obligations of Lessee, as sublessor,  licensor or otherwise under such Occupancy
Arrangement  from the time of the exercise of such option to the  termination of
such Occupancy  Arrangement  and in such case Lessor shall not be liable for any
prepaid rents,  fees or other charges or for any prepaid security  deposits paid
by such Occupant to Lessee or for any other prior  defaults of Lessee under such
Occupancy  Arrangement.  In  the  event  that  Lessor  shall  not  require  such
attornment  with  respect  to any  Occupancy  Arrangement,  then such  Occupancy
Arrangement  shall  automatically  terminate  upon  the  expiration  or  earlier
termination of this Lease,  including any early  termination by mutual agreement
of Lessor and Lessee. Furthermore,  any Occupancy Arrangement or other agreement
regarding  a Transfer  shall  expressly  provide  that the  Occupant,  assignee,
manager  or  other   transferee   shall  furnish  Lessor  with  such  financial,
operational and other information about the physical  condition of the Facility,
including the information required by Section 25.2 herein, as Lessor may request
from time to time.

                24.4  Assignment  of Lessee's  Rights  Against . If Lessor shall
consent to a Master Sublease,  then the written instrument of consent,  executed
and acknowledged by Lessor, Lessee and the Occupant thereunder,  shall contain a
provision substantially similar to the following:

                      (i) Lessee  and such  Occupant  hereby  agree
that, if such Occupant shall be in default of any of its  obligations  under the
Master  Sublease,  which default also  constitutes an Event of Default by Lessee
under this Lease,  then Lessor  shall be permitted to avail itself of all of the
rights and remedies  available to Lessee  against  such  Occupant in  connection
therewith.

                      (ii)    Without  limiting the  generality  of
the foregoing,  Lessor shall be permitted (by assignment of a cause of action or
otherwise)  to institute an action or  proceeding  against such  Occupant in the
name of Lessee in order to enforce  Lessee's  rights under the Master  Sublease,
and also shall be permitted to take all ancillary  actions (e.g.,  serve default
notices and demands) in the name of Lessee as Lessor  reasonably shall determine
to be necessary.

                      (iii)   Lessee   agrees  to  cooperate   with
Lessor,  and to execute such  documents  as shall be  reasonably  necessary,  in
connection with the implementation of the foregoing rights of Lessor.

                      (iv)    Lessee  expressly   acknowledges  and
agrees that the exercise by Lessor of any of the  foregoing  rights and remedies
shall not  constitute  an election of remedies,  and shall not in any way impair
Lessor's  entitlement  to pursue  other  rights and  remedies  directly  against
Lessee.

Notwithstanding  anything to the contrary in this Section  24.4,  Lessor  agrees
that Lessor will not implement the foregoing  rights of Lessor  pursuant to this
Section  24.4 upon the  occurrence  of an Event of  Default  under this Lease by
reason of any such default by such  Occupant  under any such Master  Sublease if
Lessee is diligently  pursuing and enforcing all rights and remedies  Lessee has
against such Occupant under such Master Sublease or at law or in equity.

  Lessee  shall  reimburse  Lessor for  Lessor's  reasonable  costs and expenses
incurred in conjunction with the processing and  documentation of any request to
Transfer,  including attorneys',  architects',  engineers' or other consultants'
fees whether or not such Transfer is actually consummated.

  No Transfer  shall  relieve  Lessee of its  obligation  to pay the Rent and to
perform all of the other  obligations to be performed by Lessee  hereunder.  The
liability  of Lessee  named  herein and any  immediate  and remote  successor in
interest of Lessee (i.e., by means of any Transfer),  and the due performance of
the  obligations  of this Lease on Lessee's  part to be  performed  or observed,
shall not in any way be  discharged,  released or impaired by any (i)  agreement
which modifies any of the rights or obligations of the parties under this Lease,
(ii)  stipulation  which extends the time within which an obligation  under this
Lease is to be  performed,  (iii)  waiver of the  performance  of an  obligation
required under this Lease, or (iv) failure to enforce any of the obligations set
forth in this Lease.  If any  Occupant,  assignee,  manager or other  transferee
defaults in any performance due hereunder,  Lessor may proceed  directly against
the Lessee named herein and/or any immediate and remote successor in interest of
Lessee without exhausting its remedies against such Occupant,  assignee, manager
or other transferee.

   Anything  contained  in this Lease to the  contrary  notwithstanding,  (i) no
Transfer shall be consummated on any basis such that the rental or other amounts
to be paid by the Occupant,  assignee,  manager or other  transferee  thereunder
would be based,  in whole or in part,  on the income or  profits  derived by the
business activities of the Occupant, assignee, manager or other transferee; (ii)
Lessee  shall not  furnish  or render any  services  to an  Occupant,  assignee,
manager or other  transferee  with  respect to whom  Transfer  Consideration  is
required to be paid or manage or operate the Leased  Property and/or any Capital
Additions so Transferred  with respect to which Transfer  Consideration is being
paid;  (iii)  Lessee shall not  consummate  a Transfer  with any Person in which
Lessor, after consultation with its tax counsel,  reasonably  determines that it
owns an interest,  directly or indirectly  (by applying  constructive  ownership
rules set forth in Section  856(d)(5)  of the Code);  and (iv) Lessee  shall not
consummate  a Transfer  with any Person or in any manner  which  could cause any
portion  of the  amounts  received  by  Lessor  pursuant  to this  Lease  or any
Occupancy  Arrangement to fail to qualify as "rents from real  property"  within
the meaning of Section 856(d) of the Code, or any similar or successor provision
thereto or which  could  cause any other  income of Lessor to fail to qualify as
income  described in Section  856(c)(2)  of the Code;  provided,  however,  that
payment of Transfer  Consideration by Lessee to Lessor shall not be deemed to be
amounts  received by Lessor which fail to qualify as income described in Section
856(c)(2) of the Code. At the request of Lessee, Lessor agrees to cause Lessor's
REIT counsel to review any proposed  Transfer or other matter  addressed in this
Section 24.7 in order to determine whether the same complies with the provisions
hereof.  The  reasonable  costs  and  expenses  of  Lessor's  counsel  shall  be
reimbursed by Lessee to Lessor as an Additional Charge hereunder within ten (10)
days after Lessor's  demand  therefor.  The  non-privileged  results of any such
review  by  Lessor's  REIT  counsel  shall be set  forth in the form of either a
memorandum or non-binding  letter as opposed to a formal legal opinion and shall
be addressed to Lessor and Lessee.

  In the event of a Transfer  pursuant to the provisions of the Bankruptcy Code,
all  consideration  payable or otherwise to be delivered in connection with such
Transfer shall be paid or delivered to Lessor, shall be and remain the exclusive
property of Lessor and shall not constitute  property of Lessee or of the estate
of  Lessee  within  the  meaning  of  the  Bankruptcy  Code.  Any  consideration
constituting  Lessor's property pursuant to the immediately  preceding  sentence
and not paid or  delivered  to Lessor  shall be held in trust for the benefit of
Lessor and be promptly paid or delivered to Lessor. For purposes of this Section
24.8, the term "consideration" shall mean and include money, services,  property
and any  other  thing  of  value  such as  payment  of  costs,  cancellation  or
forgiveness of  indebtedness,  discounts,  rebates,  barter and the like. If any
such  consideration  is in a form  other  than  cash  (such as in  kind,  equity
interests,  indebtedness  earn-outs,  or other deferred payments,  consulting or
management  fees,  etc.),  Lessor  shall be entitled to receive in cash the then
present fair market value of such consideration.

   Notwithstanding  anything to the  contrary  in this  Article  XXIV,  Lessor's
consent  shall not be required in  connection  with any Transfer of any stock of
Lessee or any Controlling Person(s) as a result of a public offering of Lessee's
or such  Controlling  Person's  stock which (a)  constitutes  a bona fide public
distribution of such stock pursuant to a firm commitment  underwriting or a plan
of distribution  registered  under the Securities Act of 1933 and (b) results in
such stock being  listed for trading on the American  Stock  Exchange or the New
York Stock  Exchange or authorized for quotation on the NASDAQ  National  Market
immediately upon the completion of such public offering. In addition, so long as
the stock of Lessee or any such  Controlling  Person(s) is listed for trading on
any such  exchange or authorized  for quotation on such market,  the transfer or
exchange  of such  stock  over such  exchange  or  market  shall not be deemed a
Transfer hereunder.

                24.10   Special    Transactions   Not   Requiring   Lessor's   .
Notwithstanding  anything to the  contrary in Section  24.1,  but subject to the
provisions  of Section  24.7 above,  Lessor's  consent  shall not be required in
connection  with and the  provisions of Section  24.2.2 above shall not apply to
any of the following:

                      24.10.1 Affiliate  Transfers.   Any  Transfer
to an Affiliate of Lessee,  including any assignment of this Lease or any Master
Sublease of the Leased  Property to any  Affiliate  of Lessee or  Subsidiary  of
Guarantor, so long as in connection therewith,  each of the following conditions
is met:

                          (a) In  connection  with  such  Transfer,
there  is no  change  in the use of the  Leased  Property  from the
Primary Intended Use;

                          (b) Except  in  the  case  of a  Transfer
resulting from merger or  consolidation  as to which Lessee is not the surviving
party and in which the transferee assumes the obligations of Lessee hereunder as
a matter of law, any Affiliate-transferee shall assume all of the obligations of
Lessee hereunder accruing  subsequent to the effective date of such Transfer and
by an  instrument in writing in form and substance  reasonably  satisfactory  to
Lessor.  A copy of such executed  assumption  shall be delivered to Lessor along
with the notice specified in clause (e) below;

                          (c) Any   Master   Subletting   shall  be
subject to the provisions of Section 24.3 above.

                          (d) Neither the  original  Lessee nor any
Guarantor shall be released from any of the obligations of the Lessee  hereunder
or under any guaranty (including the Guaranty), as applicable, whether occurring
prior to or after the effective date of such Transfer;

                          (e) Within   ten  (10)  days   after  the
effectiveness  of such  Transfer,  Lessee shall notify  Lessor in writing of the
occurrence of such event, the effective date thereof, the facts placing the same
within the  provisions  of this  Section  24.10.1  (including  the  relationship
between   Lessee   and  such   Affiliate-transferee   or   Guarantor   and  such
Subsidiary-transferee,  as the case may be) and any other  change in the address
for billings  and notices to Lessee  pursuant to this Lease,  accompanied  by an
executed copy of the assumption or Master Sublease (if any) required pursuant to
this Lease.

                      24.10.2 Guarantor.

                          (a) Any sale,  conveyance  or transfer of
any stock of  Guarantor or any  shareholder  of Guarantor to one or more Persons
(regardless of whether the same causes a "change in control"),  except to extent
such a stock transaction is in connection with a merger,  consolidation or stock
exchange to which Guarantor is a party or otherwise  results in the cessation of
Guarantor  as a  separate  legal  entity,  in  which  event  the  provisions  of
subsection (b)(ii) below shall govern (if applicable).

                          (b) Any (i) sale,  conveyance or transfer
of all or  substantially  all of the assets of Guarantor  to a single  Person or
(ii)  merger,  consolidation  or stock  exchange to which  Guarantor  is a party
(whether  as the  surviving,  disappearing  or  acquired  Person)  so long as in
connection therewith, each of the following conditions is met:

                              (A) Except   in   the   case   of   a
      transaction  as described in clause (ii) above and in which the transferee
      assumes the  obligations of Guarantor as a matter of law, such  transferee
      shall assume all of the  obligations of Guarantor under the Guaranty by an
      instrument in writing in form and  substance  reasonably  satisfactory  to
      Lessor.  A copy of such executed  assumption  shall be delivered to Lessor
      along with the notice specified in clause (D) below. In the event that the
      form of  assumption  instrument  executed  and  delivered to Lessor is not
      reasonably  acceptable to Lessor, Lessor shall be entitled to require that
      a reasonably acceptable  replacement  instrument be executed and delivered
      to Lessor following the closing of such transaction;

                              (B) In  the  event  of a  transaction
      of the type  described in clause (ii) above and in which  Guarantor is the
      surviving  Person,  Guarantor  shall  not  be  released  from  any  of the
      obligations of the Guarantor under the Guaranty, whether prior to or after
      the effective date of such transaction;

                              (C) If   either   Guarantor   (unless
      Guarantor is not the surviving  Person in connection with a transaction of
      the type described in clause (ii) above) or the transferee does not have a
      Consolidated Net Worth following the effectiveness of any such transaction
      equal  to or  greater  than  Seventy-Five  Percent  (75%)  of the  average
      Consolidated  Net Worth of  Guarantor  for the twelve  (12)  month  period
      immediately prior to the effectiveness of such transaction (the "Net Worth
      Hurdle"),  then either (x) the ultimate  parent entity of such  transferee
      (if one exists) or (y), if a parent entity exists but refuses to execute a
      guaranty or such a parent does not exist, then another responsible Person,
      in either case with a Consolidated  Net Worth equal to or greater than the
      Net Worth Hurdle shall execute and deliver to Lessor a written guaranty of
      Lessee's obligations under this Lease in form and substance  substantially
      identical to the Guaranty.  If either  Guarantor (if  applicable)  or such
      transferee's  Consolidated  Net  Worth  equals  or  exceeds  the Net Worth
      Hurdle,  evidence  of the same  shall be  delivered  via the  Consolidated
      Financials  of  Guarantor or such  transferee,  as  applicable,  to Lessor
      concurrent  with the notice  specified in clause (D) below. If not, then a
      copy of such new guaranty,  along with the Consolidated Financials of such
      parent  entity or other  Person,  shall be delivered to Lessor  concurrent
      with the notice specified in clause (D) below; and

                              (D) Within  ten (10)  days  after the
      effectiveness  of any such  transaction,  Guarantor shall notify Lessor in
      writing of the  occurrence of such event,  the effective  date thereof and
      any  change  in  the  address  for  notices   pursuant  to  the  Guaranty,
      accompanied  by an executed copy of an assumption  instrument  pursuant to
      clause  (A)  above or any new  guaranty  and  other  information  from any
      ultimate  parent  entity or other  Person as may be  required  pursuant to
      clause (C) above.

                                  ARTICLE XXV.

           25.  Officer's Certificates and Financial Statements

  At any time and from  time to time  upon  Lessee's  receipt  of not less  than
twenty (20) days'  prior  written  request by Lessor,  Lessee  shall  furnish to
Lessor an Officer's Certificate certifying (i) that this Lease is unmodified and
in full  force and  effect,  or that this  Lease is in full  force and effect as
modified and setting forth the  modifications;  (ii) the dates to which the Rent
has been paid; (iii) whether or not, to the best knowledge of Lessee,  Lessor is
in default in the performance of any covenant,  agreement or condition contained
in this Lease and, if so,  specifying each such default of which Lessee may have
knowledge;  and (iv) responses to such other  questions or statements of fact as
Lessor,  any  ground or  underlying  lessor,  any  purchaser  or any  current or
prospective  Facility  Mortgagee shall reasonably  request.  Lessee's failure to
deliver such statement within such time shall constitute an  acknowledgement  by
Lessee that (x) this Lease is unmodified  and in full force and effect except as
may be  represented  to the contrary by Lessor;  (y) Lessor is not in default in
the performance of any covenant, agreement or condition contained in this Lease;
and (z) the  other  matters  set  forth in such  request,  if any,  are true and
correct.  Any such certificate  furnished pursuant to this Article may be relied
upon by Lessor and any  current or  prospective  Facility  Mortgagee,  ground or
underlying lessor or purchaser of the Leased Property.

   Lessee shall furnish the following statements to Lessor:

                      (a) within  120 days after the end of each of
Lessee's  and  Guarantor's  fiscal  years,  a copy of the  audited  consolidated
balance sheets of Lessee, its consolidated  Subsidiaries and Guarantor as of the
end of such fiscal year, and related audited consolidated  statements of income,
changes  in common  stock and other  stockholders'  equity  and  changes  in the
financial  position of Lessee,  its consolidated  Subsidiaries and Guarantor for
such  fiscal  year,  prepared  in  accordance  with  GAAP  applied  on  a  basis
consistently  maintained  throughout  the  period  involved,  such  consolidated
financial  statements to be certified by nationally  recognized certified public
accountants;

                      (b) within  120 days after the end of each of
Lessee's and Guarantor's fiscal years, and together with the annual audit report
furnished in accordance with clause (a) above, an Officer's  Certificate stating
that to the best of the signer's  knowledge and belief after making due inquiry,
Lessee is not in default in the performance or observance of any of the terms of
this Lease, or if Lessee shall be in default,  specifying all such defaults, the
nature thereof, and the steps being taken to remedy the same;

                      (c) within  forty-five  (45)  days  after the
end of each of Lessee's quarters,  all quarterly  consolidated financial reports
Lessee  produces for  reporting  purposes and detailed  statements of income and
detailed operational  statistics regarding occupancy rates, patient and resident
mix and patient and resident rates by type for the Facility;

                      (d) within thirty (30) days after the same
is  required  to  be  filed  with  the   appropriate   Governmental
Authority, a copy of each cost report for the Facility;

                      (e) within thirty (30) days after they are
required  to be  filed  with  the  SEC,  copies  of any  annual  reports  and of
information,  documents and other reports,  or copies of such portions of any of
the  foregoing as the SEC may  prescribe,  which Lessee is required to file with
the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934;

                      (f) immediately    upon   Lessee's    receipt
thereof,  copies of all  written  communications  received  by  Lessee  from any
regulatory  agency  relating  to (i)  surveys of the  Facility  for  purposes of
licensure,  Medicare and Medicaid  certification  and accreditation and (ii) any
proceeding,  formal or informal, with respect to cited deficiencies with respect
to services and  activities  provided and performed at the  Facility,  including
patient and resident care, patient and resident activities, patient and resident
therapy, dietary, medical records, drugs and medicines,  supplies,  housekeeping
and  maintenance,  or the condition of the Facility,  and involving an actual or
threatened  warning,   imposition  of  a  fine  or  a  penalty,  or  suspension,
termination or revocation of the Facility's license to be operated in accordance
with its Primary Intended Use;

                          (g) [Intentionally Deleted];

                      (h) immediately    upon   Lessee's    receipt
thereof,  copies  of all  claims,  reports,  complaints,  notices,  warnings  or
asserted  violations  relating in any way to the Leased  Property or any Capital
Additions or Lessee's use thereof; and

                      (i) with  reasonable  promptness,  such other
information  respecting (i) the financial and operational  condition and affairs
of Lessee,  any Guarantor and the Facility,  (ii) the physical  condition of the
Leased  Property and any Capital  Additions  and (iii) any  suspected  Transfer,
including  the then equity or voting  ownership in Lessee or in any  Controlling
Person(s),  in each  case as Lessor  may  reasonably  request,  in the form of a
questionnaire  or  otherwise,  from  time to time,  but not more  often  than is
reasonable under the circumstances.

   Lessee  acknowledges  that the  failure  to  furnish  Lessor  with any of the
certificates  or  statements  required by this  Article XXV will cause Lessor to
incur costs and expenses not contemplated  hereunder,  the exact amount of which
is presently anticipated to be extremely difficult to ascertain. Accordingly, if
Lessee  fails to  furnish  Lessor  with any of the  certificates  or  statements
required by this Article XXV, Lessee shall pay to Lessor upon demand $500.00 for
each such failure as Additional Charges; provided, however, that with respect to
the first three (3) only  occurrences  when Lessee fails to furnish  Lessor with
any  certificate  or  statement  required  by this  Article XXV during the Term,
Lessee shall not be required to pay such $500.000  additional  charge thereon if
Lessee delivers its  certificate or statement  required within five (5) Business
Days after receipt of written notice from Lessor of Lessee's  failure to deliver
the same.  The parties agree that this charge  represents a fair and  reasonable
estimate of the costs that  Lessor  will incur by reason of Lessee's  failure to
furnish Lessor with such certificates and statements.

                                  ARTICLE XXVI.

           26.  Lessor's  Right to Inspect  and Show the  Leased . Lessee  shall
permit  Lessor and its  authorized  representatives  to (i)  inspect  the Leased
Property  and any Capital  Additions  and (ii)  exhibit the same to  prospective
purchasers  and lenders,  and during the last twelve (12) months of the Term, to
prospective  Lessees or managers,  in each instance  during usual business hours
and  subject  to any  reasonable  security,  health,  safety or  confidentiality
requirements of Lessee or any Legal Requirement or Insurance Requirement. Lessee
shall  cooperate with Lessor in exhibiting  the Leased  Property and any Capital
Additions to prospective purchasers, lenders, Lessees and managers.

                                 ARTICLE XXVII.

 . No failure by Lessor to insist upon the strict  performance of any term hereof
or to exercise any right, power or remedy hereunder and no acceptance of full or
partial  payment  of Rent  during  the  continuance  of any  default or Event of
Default  shall  constitute  a waiver of any such breach or of any such term.  No
waiver of any breach shall affect or alter this Lease,  which shall  continue in
full force and effect  with  respect to any other then  existing  or  subsequent
breach.

                                 ARTICLE XXVIII.

  Except as expressly otherwise provided in this Lease, each legal, equitable or
contractual  right,  power and  remedy of  Lessor  or  Lessee  now or  hereafter
provided either in this Lease or by statute or otherwise shall be cumulative and
concurrent  and shall be in addition to every other right,  power and remedy and
the exercise or beginning of the exercise by Lessor or Lessee of any one or more
of such rights,  powers and remedies  shall not  preclude  the  simultaneous  or
subsequent  exercise  by Lessor or  Lessee of any or all of such  other  rights,
powers and remedies.

                                  ARTICLE XXIX.

 . No surrender to Lessor of this Lease or of the Leased  Property or any Capital
Additions or any part(s) thereof or of any interest  therein,  shall be valid or
effective  unless  agreed to and  accepted  in  writing  by Lessor and no act by
Lessor  or any  representative  or agent of  Lessor,  other  than such a written
acceptance by Lessor, shall constitute an acceptance of any such surrender.

                                  ARTICLE XXX.

  There  shall be no merger of this  Lease or of the  leasehold  estate  created
hereby  by reason of the fact that the same  Person  may  acquire,  own or hold,
directly or indirectly, (i) this Lease or the leasehold estate created hereby or
any interest in this Lease or such  leasehold  estate and (ii) the fee estate in
the Leased Property.

                                  ARTICLE XXXI.

  Except as  expressly  or  otherwise  provided in this Lease,  if Lessor or any
successor  owner of the Leased  Property shall convey the Leased  Property other
than as  security  for a debt,  and the  grantee  or  transferee  of the  Leased
Property shall assume all  obligations of Lessor  hereunder  arising or accruing
from and after the date of such conveyance or transfer, Lessor or such successor
owner,  as the  case  may be,  shall  thereupon  be  released  from  all  future
liabilities  and  obligations of the lessor under this Lease arising or accruing
from and after the date of such  conveyance or other transfer  provided that the
new owner expressly assumes in writing all such further liabilities and all such
future  liabilities  and  obligations  shall  thereupon be binding upon such new
owner.

                                 ARTICLE XXXII.

  So long as Lessee  shall pay the Rent as the same  becomes due and shall fully
comply  with all of the terms of this Lease and fully  perform  its  obligations
hereunder,  Lessee shall  peaceably and quietly have,  hold and enjoy the Leased
Property  for the Term,  free of any  claim or other  action by Lessor or anyone
claiming  by,  through  or  under  Lessor,  but  subject  to all  the  Permitted
Exceptions.

                                 ARTICLE XXXIII.

  Any  notice,  consent,  approval,  demand or other  communication
required or  permitted to be given  hereunder (a "notice")  must be
in  writing  and  may be  served  personally  or by U.S.  Mail.  If
served by U.S. Mail, it shall be addressed as follows:

           If to Lessor:      Health Care Property Investors, Inc.
                              4675 MacArthur Court, Suite 900
                              Newport Beach, California 92660
                              Attn:  Legal Department
                              Fax:  (949) 221-0607

           with a copy to:    Latham & Watkins
                              633 West Fifth Street, Suite 4000
                              Los Angeles, California 90071
                              Attn:  David H. Vena, Esq.
                              Fax:  (213) 891-8763

           If to Lessee:      Centennial Healthcare Corporation
                              400 Perimeter  Center Terrace,  Suite 650
                              Atlanta, Georgia 30346
                              Attn: Chief Executive Office and
                                  Chairman of the Board
                              Fax:  (770) 730-1300

           with a copy to:    King & Spalding
                              101 Peachtree Street
                              Atlanta, Georgia 30303
                              Attn:  Paul A. Quiros, Esq.
                              Fax:  (404) 572-5100

Any  notice  which is  personally  served  shall be  effective  upon the date of
service;  any notice given by U.S. Mail shall be deemed  effectively  given,  if
deposited in the United States Mail, registered or certified with return receipt
requested,  postage  prepaid and  addressed  as provided  above,  on the date of
receipt,  refusal or non-delivery  indicated on the return receipt. In addition,
either  party  may send  notices  by  facsimile  or by a  nationally  recognized
overnight  courier  service which  provides  written proof of delivery  (such as
U.P.S. or Federal Express). Any notice sent by facsimile shall be effective upon
confirmation  of receipt in legible  form,  and any notice sent by a  nationally
recognized  overnight  courier shall be effective on the date of delivery to the
party at its  address  specified  above as set forth in the  courier's  delivery
receipt.  Either  party  may,  by notice  to the other  from time to time in the
manner herein provided, specify a different address for notice purposes.

                                 ARTICLE XXXIV.

  If it becomes  necessary  to  determine  the Fair Market  Value or Fair Market
Rental for any  purpose of this Lease or the  Allocated  Value for  purposes  of
determining Transfer  Consideration  payable to Lessor in connection with a Sale
of  Business  or other  Transfer  pursuant  to this  Lease,  the  same  shall be
determined  by an  independent  appraisal  firm,  in  which  one or  more of the
members,  officers  or  principals  of such firm are  Members  of the  Appraisal
Institute (or any successor organization thereto), as may be reasonably selected
by Lessor and  approved by Lessee  (the  "Appraiser").  Lessor  shall cause such
Appraiser to determine  the Fair Market  Value,  Fair Market Rental or Allocated
Value as of the relevant date (giving effect to the impact, if any, of inflation
from  the  date  of the  Appraiser's  decision  to the  relevant  date)  and the
determination  of such Appraiser shall be final and binding upon the parties.  A
written  report of such  Appraiser  shall be delivered  and addressed to each of
Lessor and Lessee.  To the extent  consistent with sound  appraisal  practice as
then  existing at the time of any such  appraisal,  an  appraisal of Fair Market
Value for  purposes  of this  Lease  shall  take  into  account  and shall  give
appropriate consideration to all three customary methods of appraisal (i.e., the
cost approach,  the sales comparison  approach and the income approach),  and no
one method or approach shall be deemed conclusive simply by reason of the nature
of Lessor's business or because such approach may have been used for purposes of
determining  the fair market  value of the  Facility at the time of  acquisition
thereof by Lessor.  This  provision  for  determination  by  appraisal  shall be
specifically enforceable to the extent such remedy is available under applicable
law, and any determination hereunder shall be final and binding upon the parties
except as otherwise provided by applicable law. Lessor and Lessee shall each pay
one-half of the fees and expenses of the  Appraiser(s) and one-half of all other
costs and expenses  incurred in connection  with such  appraisal.  If Lessor and
Lessee are unable to agree upon the  Appraiser  within  fifteen  (15) days after
Lessor notifies Lessee of the identity of Lessor's selected Appraiser,  then the
following shall apply:

                (a)  Within  ten (10) days after  Lessee's  receipt of  Lessor's
selected Appraiser,  Lessee shall by notice to Lessor appoint a second Appraiser
meeting the  requirements  set forth above to act on its behalf.  In such event,
the Appraisers thus appointed shall,  within forty-five (45) days after the date
of Lessor's notice of its originally  selected  Appraiser,  proceed to determine
the Fair Market Value,  Fair Market Rental or Allocated Value as of the relevant
date (giving  effect to the impact,  if any, of inflation from the date of their
decision to the  relevant  date);  provided,  however,  that if Lessee  fails to
appoint its Appraiser within the time permitted, or if two Appraisers shall have
been so appointed but only one such Appraiser shall have made such determination
within such  forty-five  (45) day period,  then the  determination  of such sole
Appraiser shall be final and binding upon the parties.

                (b) If the two  Appraisers  shall have been  appointed and shall
have made their determinations within the respective requisite periods set forth
above and if the difference  between the amounts so determined  shall not exceed
ten percent (10%) of the lesser of such amounts then the Fair Market Value, Fair
Market Rental or Allocated  Value,  as the case may be, shall be an amount equal
to  fifty  percent  (50%)  of the  sum  of the  amounts  so  determined.  If the
difference  between the amounts so determined  shall exceed ten percent (10%) of
the lesser of such amounts, then such two Appraisers shall have twenty (20) days
to  appoint  a third  Appraiser  meeting  the  above  requirements,  but if such
Appraisers  fail to do so, then either party may request the CPR or AAA (as such
terms are defined in Article XLIV) or any successor  organization(s)  thereto to
appoint an Appraiser meeting the above  requirements  within twenty (20) days of
such request,  and both parties shall be bound by any appointment so made within
such twenty  (20) day period.  If no such  Appraiser  shall have been  appointed
within such twenty (20) days or within ninety (90) days of the original  request
for a determination of Fair Market Value, Fair Market Rental or Allocated Value,
whichever  is  earlier,  either  Lessor or Lessee may apply to any court  having
jurisdiction  to  have  such  appointment  made  by such  court.  Any  Appraiser
appointed by the original  Appraisers,  by the CPR or AAA or by such court shall
be  instructed  to  determine  the Fair  Market  Value,  Fair  Market  Rental or
Allocated Value within thirty (30) days after appointment of such Appraiser.

                (c) The  determination  of the  Appraiser  which differs most in
terms of dollar amount from the determinations of the other two Appraisers shall
be  excluded,  and  fifty  percent  (50%)  of  the  sum  of  the  remaining  two
determinations  shall be final and  binding  upon  Lessor and Lessee as the Fair
Market  Value,  Fair  Market  Rental or  Allocated  Value.  This  provision  for
determination by appraisal shall be specifically  enforceable to the extent such
remedy is available under applicable law, and any determination  hereunder shall
be final and binding upon the parties except as otherwise provided by applicable
law. If the foregoing  three (3) Appraiser  system is utilized,  then Lessor and
Lessee shall each pay the fees and expenses of the Appraiser appointed by it and
each shall pay  one-half  of the fees and  expenses of the third  Appraiser  and
one-half  of all  other  cost and  expenses  incurred  in  connection  with each
appraisal.

                                  ARTICLE XXXV.

           35.  Right of First Offer

                (a) Provided no Event of Default has occurred and is  continuing
hereunder,  then in the event that during the Term of this Lease Lessor  desires
to transfer or sell the Leased Property, Lessor agrees that it shall first offer
to sell the Leased  Property to Lessee ("Right of First  Offer").  Such Right of
First Offer shall be by written notice from Lessor to Lessee,  and shall specify
the purchase price of the Leased Property and the material terms of the proposed
transaction  (collectively,  the "Terms of the Offer").  Within twenty (20) days
after  delivery  to Lessee of  Lessor's  notice  stating the Terms of the Offer,
Lessee shall by written notice to Lessor (i) accept the Terms of the Offer, (ii)
reject the Terms of the Offer or (iii) reject the Terms of the Offer but counter
with a new offer under its own terms.  If Lessee  fails to deliver  such written
notice to Lessor in the manner and within the time specified in this  subsection
(a),  then Lessee shall be deemed to have elected not to accept the Terms of the
Offer.

                      (b) In the event Lessee shall,  in the manner
and within the time specified  above, (i) elect to accept the Terms of the Offer
or (ii) reject the Terms of the Offer but propose a counter  offer under its own
terms and,  Lessor  shall by written  notice to Lessee in its sole and  absolute
discretion  accept  such  counter  offer  within  five (5) days  after  Lessee's
delivery of its notice of such counter offer, then Lessor and Lessee shall enter
into a written  agreement  under the Terms of the Offer or the terms of Lessee's
counter offer,  as the case may be. If Lessor fails to accept or reject Lessee's
counter  offer in the manner and within the time  specified  in this  subsection
(b), then Lessor shall be deemed to have elected not to accept Lessee's  counter
offer.

                      (c) In the event  that  Lessee  rejects or is
deemed to have rejected the Terms of the Offer pursuant to subsection (a) above,
or Lessor rejects or is deemed to have rejected  Lessee's counter offer pursuant
to subsection (b) above, Lessor shall have the right to offer to sell the Leased
Property to any third  Person and to  negotiate  with any third Person upon such
terms as shall be acceptable to Lessor and such purchaser without again offering
the Leased  Property to Lessee.  It is understood and agreed that the provisions
of this  Section  35 create  only an  obligation  for Lessor to offer the Leased
Property to Lessee  only once and a right of Lessee to require  such first offer
only once.

                      (d) Notwithstanding  anything to the contrary
contained  in this Section 35, the  provisions  of  subsections  (a) through (c)
above and Lessee's  Right of First Offer shall not apply to the sale or transfer
of the Leased  Property,  (i) to any Affiliate of Lessor,  (ii) to the surviving
Person in connection  with a merger,  consolidation  or  acquisition  of or with
Lessor,  (iii) to any Person  which  acquires  all or  substantially  all of the
assets or stock of Lessor or (iv) any  transfer  of the Leased  Property  to any
bona fide mortgagee or any subsequent holder of a note secured by an interest in
the Leased  Property  who acquires  the same by  foreclosure  or deed in lieu of
foreclosure.

                                 ARTICLE XXXVI.

           36.1 Lessor May Grant  Liens.  Without the consent of Lessee,  Lessor
may, from time to time,  directly or  indirectly,  create or otherwise  cause to
exist any  ground  lease,  mortgage,  trust  deed,  lien,  encumbrance  or title
retention  agreement  (collectively,  an "encumbrance") upon the Leased Property
and any Capital  Additions  or any part(s) or  portion(s)  thereof or  interests
therein.  This Lease is and at all times shall be subject and subordinate to any
such  encumbrance  which may now or hereafter  affect the Leased Property and/or
any such Capital Additions and to all renewals,  modifications,  consolidations,
replacements and extensions thereof.  This clause shall be self-operative and no
further instrument of subordination shall be required;  provided,  however, that
in  confirmation  of such  subordination,  Lessee  shall  execute  promptly  any
certificate  or  document  that  Lessor  or any  ground  or  underlying  lessor,
mortgagee  or  beneficiary  may request  for such  purposes;  provided  further,
however,  that any such subjection and  subordination  of this Lease or Lessee's
leasehold  interest  hereunder to any such  encumbrance  imposed  after the date
hereof shall be conditioned upon the execution by the holder of such encumbrance
and delivery to Lessee of a  non-disturbance  and  attornment  agreement in form
reasonably  satisfactory to Lessor,  Lessee and such holder of such  encumbrance
and which provides, in substance,  in addition to such other reasonable matters,
that so long as no Event of Default has occurred, the holder of such encumbrance
shall not disturb either Lessee's leasehold interest or possession of the Leased
Property in accordance with the terms hereof. Lessee shall also promptly execute
and deliver to Lessor and such holder of such encumbrance  such  non-disturbance
and attornment agreement if requested by Lessor and/or such holder.

           36.2 Attornment.  Subject to the provisions of Section 36.1 above, if
Lessor's interest in the Leased Property and/or any Capital Additions is sold or
conveyed upon the exercise of any remedy provided for in any Facility  Mortgage,
or otherwise by  operation of law: (i) at the new owner's  option,  Lessee shall
attorn to and  recognize  the new owner as Lessee's  Lessor  under this Lease or
enter  into a new lease  substantially  in the form of this  Lease  with the new
owner,  and Lessee shall take such actions to confirm the  foregoing  within ten
(10) days after request;  and (ii) the new owner shall not be (a) liable for any
act or  omission  of Lessor  under  this Lease  occurring  prior to such sale or
conveyance, or (b) subject to any offset, abatement or reduction of rent because
of any  default  of Lessor  under  this  Lease  occurring  prior to such sale or
conveyance.

                                 ARTICLE XXXVII.

           37.1  Hazardous  Substances.  During the Term of this  Lease,  Lessee
shall not allow any Hazardous Substance to be located in, on or under the Leased
Property or incorporated in the Facility (other than those Hazardous Substances,
if any,  located  in, on or under the  Leased  Property  as of the  Commencement
Date);  provided,  however, that Hazardous Substances may be brought, kept, used
or disposed of in, on or about the Leased  Property or any Capital  Additions in
quantities and for purposes similar to those brought,  kept, used or disposed of
in, on or about  similar  facilities  used for  purposes  similar to the Primary
Intended Use and which are  brought,  kept,  used and disposed of in  compliance
with  Legal  Requirements.  Lessee  shall not allow the Leased  Property  or any
Capital Additions to be used as a waste disposal site or, except as permitted in
the immediately preceding sentence,  for the manufacturing,  handling,  storage,
distribution or disposal of any Hazardous Substance.

           37.2  Notices.  Lessee shall provide to Lessor  promptly,  and in any
event  immediately  upon  Lessee's  receipt  thereof,  a copy of any notice,  or
notification to Lessee or its Affiliates with respect to, (i) any violation of a
Legal Requirement  relating to Hazardous Substances located in, on, or under the
Leased Property or any Capital Additions or any adjacent property thereto;  (ii)
any enforcement,  cleanup,  removal,  or other governmental or regulatory action
instituted,  completed or threatened  with respect to the Leased Property or any
Capital  Additions;  (iii) any claim made or  threatened  by any Person  against
Lessee or the Leased  Property  or any  Capital  Additions  relating  to damage,
contribution,  cost recovery,  compensation,  loss, or injury  resulting from or
claimed to result from any Hazardous Substance; and (iv) any reports made to any
federal,  state or local  environmental  agency  arising out of or in connection
with any Hazardous  Substance in, on, under or removed from the Leased  Property
or any  Capital  Additions,  including  any  complaints,  notices,  warnings  or
asserted violations in connection therewith.

           37.3 Remediation.

                (a)  Except as  provided  in  subsection  (b)  below,  if Lessee
becomes aware of a violation of any Legal Requirement  relating to any Hazardous
Substance  in, on or under the Leased  Property or any Capital  Additions or any
adjacent  property thereto,  or if Lessee,  Lessor or the Leased Property or any
Capital  Additions  becomes subject to any order of any federal,  state or local
agency to repair,  close,  detoxify,  decontaminate  or otherwise  remediate the
Leased  Property  and any Capital  Additions,  Lessee shall  immediately  notify
Lessor of such event and, at its sole cost and expense  with respect to any such
Hazardous  Substances  in, on or under the  Leased  Property  (but not  adjacent
thereto  unless  caused by Lessee),  cure such  violation or effect such repair,
closure,  detoxification,   decontamination  or  other  remediation;   provided,
however,  that Lessor shall be responsible for any Hazardous  Substances in, on,
under or about the Leased Property as of the Commencement  Date. If Lessee fails
to  implement   and   diligently   pursue  any  such  cure,   repair,   closure,
detoxification,  decontamination  or other  remediation,  Lessor  shall have the
right,  but not the  obligation,  to carry out such  action and to recover  from
Lessee all of Lessor's costs and expenses incurred in connection therewith.

                (b)  Notwithstanding  anything to the contrary in this Lease, if
Lessor  becomes  aware of a violation of any Legal  Requirement  relating to any
Hazardous  Substance  in, on, under or about the Leased  Property or any Capital
Additions  or any  adjacent  property  thereto  resulting  from the  presence of
Hazardous  Substances  in,  on,  under or about the  Leased  Property  as of the
Commencement  Date, or if Lessee,  Lessor or the Leased  Property or any Capital
Additions becomes subject to any order of any federal,  state or local agency to
repair,  close,  detoxify,  decontaminate  or  otherwise  remediate  the  Leased
Property  and any Capital  Additions,  resulting  from the presence of Hazardous
Substances  in, on,  under or about the Leased  Property as of the  Commencement
Date, Lessor shall immediately notify Lessee of such event and, at its sole cost
and expense (subject to Lessor's right to seek  indemnification  or contribution
from  other  Persons),  cure such  violation  or effect  such  repair,  closure,
detoxification,  decontamination  or  other  remediation.  If  Lessor  fails  to
implement and diligently pursue any such cure, repair, closure,  detoxification,
decontamination or other remediation for which Lessor is responsible pursuant to
this  subsection (b),  Lessee shall have the right,  but not the obligation,  to
carry out such  action and to recover  from  Lessor  all of  Lessee's  costs and
expenses incurred in connection therewith.

           37.4 Indemnity.

                (a)  Lessee  shall  indemnify,   defend,   protect,  save,  hold
harmless,  and reimburse Lessor for, from and against any and all costs,  losses
(including,  losses  of  use  or  economic  benefit  or  diminution  in  value),
liabilities, damages, assessments,  lawsuits, deficiencies,  demands, claims and
expenses  (collectively,  "Environmental  Costs") (whether or not arising out of
third-party claims and regardless of whether liability without fault is imposed,
or sought to be imposed, on Lessor) incurred in connection with, arising out of,
resulting from or incident to,  directly or indirectly,  during the Term (i) the
production,  use,  generation,  storage,  treatment,   transporting,   disposal,
discharge,  release or other handling or disposition of any Hazardous Substances
from,  in, on or about the Leased  Property  or any Capital  Additions  (but not
adjacent  thereto  unless  caused or  contributed  to by Lessee)  (collectively,
"Handling"),  including the effects of such Handling of any Hazardous Substances
on any  Person or  property  within or  outside  the  boundaries  of the  Leased
Property or any Capital Additions, (ii) the presence of any Hazardous Substances
in, on, under or about the Leased Property or any Capital  Additions (other than
by reason of the  presence of  Hazardous  Substances  in, on, under or about the
Leased  Property as of the  Commencement  Date) and (iii) the  violation  of any
Legal Requirements  (including  Environmental Laws), other than by reason of any
violations  of any such Legal  Requirements  existing in, on, under or about the
Leased  Property as of the  Commencement  Date.  "Environmental  Costs"  include
interest, costs of response,  removal,  remedial action,  containment,  cleanup,
investigation,  design, engineering and construction, damages (including actual,
consequential  and punitive  damages)  for personal  injuries and for injury to,
destruction  of  or  loss  of  property  or  natural  resources,  relocation  or
replacement  costs,  penalties,  fines,  charges or expenses,  attorney's  fees,
expert  fees,  consultation  fees,  and court  costs,  and all  amounts  paid in
investigating, defending or settling any of the foregoing.

                     Without  limiting the scope or  generality  of
the foregoing, Lessee expressly agrees to reimburse Lessor for any and all costs
and  expenses  incurred  by  Lessor  to the  extent  covered  by  the  foregoing
indemnity:

                     (A)  In  investigating  any  and  all  matters
relating to the Handling of any  Hazardous  Substances,  in, on, from,  under or
about the Leased Property or any Capital  Additions (other than by reason of the
presence of Hazardous  Substances in, on, under or about the Leased  Property as
of the Commencement Date);

                     (B)  In  bringing  the Leased  Property or any
Capital Additions into compliance with all Legal Requirements; and

                     (C)  Removing,        treating,       storing,
transporting,  cleaning-up  and/or  disposing of any Hazardous  Substances used,
stored,  generated,  released or disposed  of in, on,  from,  under or about the
Leased Property or any Capital Additions or offsite (other than by reason of the
presence of Hazardous  Substances in, on, under about the Leased  Property as of
the Commencement Date).

                     Subject to the right of Lessee to contest  any
such claim (including exhaustion of all appeal processes) as provided in Article
XII, if any claim is made  hereunder,  Lessee agrees to pay such claim promptly,
and in any event to pay such  claim  within  thirty  (30)  calendar  days  after
receipt by Lessee of notice thereof. If any such claim is not so paid and Lessor
is ultimately found or agrees to be responsible therefore, Lessee agrees also to
pay interest on the amount paid from the date of the first notice of such claim,
at the Overdue Rate.

                (b)  Lessor  shall  indemnify,   defend,   protect,  save,  hold
harmless,  and reimburse Lessee for, from and against any and all  Environmental
Costs  (whether or not  arising  out of  third-party  claims and  regardless  of
whether liability without fault is imposed,  or sought to be imposed, on Lessor)
incurred in  connection  with,  arising out of,  resulting  from or incident to,
directly or  indirectly,  the presence of Hazardous  Substances in, on, under or
about the Leased Property as of the Commencement Date.

                     Without  limiting the scope or  generality  of
the foregoing, Lessor expressly agrees to reimburse Lessee for any and all costs
and  expenses  incurred  by  Lessee  to the  extent  covered  by  the  foregoing
indemnity:

                     (A)  In  investigating  any  and  all  matters
relating to the Handling of any  Hazardous  Substances,  in, on, from,  under or
about the Leased Property or any Capital  Additions by reason of the presence of
Hazardous  Substances  in,  on,  under or about the  Leased  Property  as of the
Commencement Date;

                     (B)  In  bringing  the Leased  Property or any
Capital  Additions into compliance with all Legal  Requirements by reason of the
presence of Hazardous  Substances in, on, under or about the Leased  Property as
of the Commencement Date; and

                     (B)  Removing,        treating,       storing,
transporting,  cleaning-up and/or disposing of any Hazardous  Substances present
in, on, from, under or about the Leased Property or any Capital  Additions as of
the Commencement Date.

           37.5 Environmental Inspection. Lessor shall have the right, from time
to time, and upon not less than five (5) days' written notice to Lessee,  except
in the case of an  emergency  in which  event no notice  shall be  required,  to
conduct an  inspection  of the Leased  Property  and all  Capital  Additions  to
determine  the  existence  or presence of Hazardous  Substances  on or about the
Leased  Property or any such Capital  Additions.  Lessor shall have the right to
enter and inspect the Leased  Property  and all Capital  Additions,  conduct any
testing,  sampling and analyses it deems reasonably necessary and shall have the
right to inspect  materials brought into the Leased Property or any such Capital
Additions.  Lessor may, in its  discretion,  retain such  experts to conduct the
inspection,  perform  the tests  referred  to  herein,  and to prepare a written
report in connection  therewith.  In the event that any such inspections  detect
unfavorable  conditions  relating to  Hazardous  Substances  for which Lessee is
responsible  under this Lease,  then all costs and  expenses  incurred by Lessor
under this Section  shall be paid on demand as  Additional  Charges by Lessee to
Lessor. Failure to conduct an environmental  inspection or to detect unfavorable
conditions if such  inspection is conducted shall in no fashion be intended as a
release of any liability for environmental conditions subsequently determined to
be associated  with or to have occurred during  Lessee's  tenancy.  Lessee shall
remain  liable for any  environmental  condition  related to or having  occurred
during  its  tenancy  regardless  of when such  conditions  are  discovered  and
regardless of whether or not Lessor conducts an environmental  inspection at the
termination  of this Lease.  The  obligations  set forth in this  Article  shall
survive the expiration or earlier termination of the Lease.

           37.6 Review  and  Approval  of  Current  Environmental Report.

                (a) The  continued  effectiveness  of this  Lease  and the other
Facility  Group  Leases  and the  obligations  of the  respective  "Lessor"  and
"Lessee" hereunder and thereunder are expressly  conditioned upon Lessee and the
"Lessee" under each other Facility Group Lease obtaining and approving a Phase 1
environmental  assessment  and  survey  of the  Leased  Property  and the  other
Facility  Group  Facilities  within the time and in the manner  provided in this
Section 37.6 and in Section 37.6 of each other Facility Group Lease.

                (b)  Accordingly,  promptly  upon the  execution and delivery of
this Lease Lessee shall,  at its sole cost,  cause an  environmental  consultant
selected  by  Lessee  and  reasonably  approved  by  Lessor  to  make a  Phase 1
environmental  assessment and survey of the Leased Property (the  "Environmental
Report");  provided,  however,  that  upon the  Commencement  Date or any  early
termination of this Lease pursuant to this Section 37.6, if at all, Lessor shall
reimburse (to the extent not already paid) to Lessee the lesser of (a) $3,000.00
and (b) the actual  out-of-pocket  costs  incurred by Lessee in  obtaining  such
Environmental Report. Following the execution and delivery of this Lease, Lessee
and its  approved  environmental  consultant  shall  have the right to enter the
Leased  Property  for purposes of  inspecting  the same in  connection  with the
preparation  of  such  Environmental  Report;  provided,  however,  that no such
inspections  shall (x) damage the Lease Property in any respect,  or (y) disturb
or  disrupt  the  business  activities  of the  Current  Operator,  and all such
inspections shall be conducted only after delivering to Lessor (i) prior written
notice of the date, time, location, type and extent of each such inspection, and
(ii) evidence  satisfactory to Lessor that adequate  public  liability and other
insurance is available  respecting  such  inspection  and naming  Lessor and the
Current Operator as additional  insureds.  Lessor reserves the right to have its
own  representative  present during any  inspections.  The provisions of Article
XXIII of this Lease  shall  specifically  apply to any and all such  inspections
conducted by Lessee or its consultant pursuant to this Section 37.6.

                (c) Promptly upon receipt of such  Environmental  Report (and in
any case on or before June 20, 1998),  Lessee shall cause Lessee's consultant at
no  additional   charge  to  Lessor,  to  deliver  to  Lessor  a  copy  of  such
Environmental   Report.   Lessee  shall  be  deemed  to  have  approved  of  the
Environmental  Report,  unless  Lessee  has  delivered  written  notice  of  its
reasonable  disapproval  thereof on or before June 26, 1998 (regardless  whether
Lessee has received a copy of such Environmental Report by such date); provided,
however, that if (1) Lessee actually receives such Environmental Report, (2) the
same  recommends  any  so-called  "Phase II" tests,  (3) Lessee  has, by written
notice to Lessor on or before  June 26,  1998  elected to conduct  such Phase II
testing,  and (4) Lessor has approved  the scope and  duration of such  testing,
then the foregoing  June 26, 1998 date shall be extended for such Phase II tests
to and until  July 6, 1998 and the term  "Environmental  Report" as used in this
Section 37.6 shall  include the results of any such Phase II tests.  In addition
to the amount for which Lessor is  responsible  on account of the  Environmental
Report pursuant to subsection (b) above, Lessor also agrees to pay to Lessee (or
reimburse Lessee for) upon the Commencement  Date or any earlier  termination of
this Lease  pursuant to this Section 37.6 the lesser of (x) $5,000.00 or (y) the
actual  out-of-pocket costs incurred by Lessee for such approved Phase II tests.
In the event that Lessee shall reasonably disapprove of the Environmental Report
within the time and in the manner  provided in this  Section  37.6,  then Lessor
shall have a period of ten (10)  Business  Days  following  Lessor's  receipt of
Lessee's  notice of  disapproval  within which to investigate  such  disapproved
matters and to notify  Lessee in writing  whether  Lessor  intends,  in its sole
discretion,  to cure such the same without cost therefor to Lessee. In the event
that Lessor so elects then,  subject to the  provisions of subsection (c) below,
this Lease  shall  continue  in full force and effect and Lessor  shall  proceed
promptly and in good faith to cure any such disapproved items in accordance with
all applicable Legal Requirements.  Failure of Lessor to so notify Lessee of its
intention to cure within said ten (10)  Business Day period,  however,  shall be
deemed Lessor's election not to cure. In the event that Lessor has elected or is
deemed  to have  elected  not to cure,  Lessee  shall  have a period of five (5)
Business  Days after  receipt of Lessor's  notice of its election not to cure or
the date Lessor is deemed to have  elected not to cure within  which to elect in
writing  to  Lessor  to  either  (A) to  terminate  this  Lease or (B) waive the
previously  disapproved  matter,  in  which  case  this  Lease,  subject  to the
provisions of  subsection  (c) below,  shall  continue in full force and effect.
Failure  of Lessee to so waive  such  disapproved  matter  within  such five (5)
Business Day period shall be deemed  Lessee's  election to terminate this Lease.
Upon any such  termination  of this Lease  pursuant to this Section  37.6,  each
party  shall  bear  its own  costs  and fees  incurred  in the  negotiation  and
preparation of this Lease and in performing its respective obligations hereunder
through the date of such  termination  and neither  party shall have any further
obligation  to the  other  hereunder  except  for  those  obligations  which are
intended  to  survive  the  earlier  termination  of  this  Lease  prior  to the
Commencement  Date,  if any.  Pending  any such  termination,  each party  shall
perform its respective obligations pursuant to this Lease.

                (d)  Notwithstanding  anything to the contrary in this Lease, in
the event that any other  Facility  Group Lease shall be terminated  pursuant to
Section 37.6 thereof, then this Lease shall without further action of Lessor and
Lessee hereunder also automatically  terminate.  In other words, the election or
deemed election of any other "Lessee" to terminate  another Facility Group Lease
pursuant to Section 37.6 of such Facility Group Lease shall also be deemed to be
Lessor's and Lessee's mutual election to terminate this Lease.

                                ARTICLE XXXVIII.

           38. Memorandum of Lease.  Lessor and Lessee shall,  promptly upon the
request of either,  enter into a short form  memorandum  of this Lease,  in form
suitable for recording  under the laws of the State.  Lessee shall pay all costs
and expenses of recording any such  memorandum  and shall fully  cooperate  with
Lessor in  removing  from  record any such  memorandum  upon the  expiration  or
earlier termination of the Term.

                                 ARTICLE XXXIX.

           39.  Sale of  Assets.  Notwithstanding  any other  provision  of this
Lease, Lessor shall not be required to (a) sell or transfer the Leased Property,
or any  portion  thereof,  which is a real  estate  asset as  defined in Section
856(c)(5)(B),  or functionally  equivalent successor provision,  of the Code, to
Lessee if Lessor's counsel  reasonably advises Lessor that such sale or transfer
has a  significant  risk of being  deemed a sale of property  subject to the tax
imposed by Section 857(b)(6), or functionally equivalent successor provision, of
the Code or (b) sell or transfer the Leased Property, or any portion thereof, to
Lessee if Lessor's counsel  reasonably advises Lessor that such sale or transfer
has a significant  risk of resulting in a significant  amount of  non-qualifying
gross income for  purposes of the  Ninety-Five  Percent  (95%) gross income test
contained in Section 856(c)(2),  or functionally equivalent successor provision,
of the Code,  that would  create a material  risk that Lessor would be unable to
satisfy the Ninety-Five  Percent (95%) gross income test for the taxable year of
such  scheduled  sale or  transfer.  If Lessee  has the right or  obligation  to
purchase  the  Leased  Property  pursuant  to the  terms  herein,  and if Lessor
determines not to sell such Leased Property pursuant to the above sentence, then
Lessee shall purchase such Leased  Property,  upon and subject to all applicable
terms and conditions set forth in this Lease,  at such time as the  transaction,
upon the reasonable advice of Lessor's counsel, no longer has a significant risk
of (i) being deemed a sale of property  (to the extent the Leased  Property is a
real  estate  asset)  subject  to the  tax  imposed  by  Section  857(b)(6),  or
functionally equivalent successor provision, of the Code, or (ii) resulting in a
significant   amount  of  non-qualifying   gross  income  for  purposes  of  the
Ninety-Five  Percent (95%) gross income test contained in Section 856(c)(2),  or
functionally  equivalent  successor  provision of the Code,  that would create a
material  risk that Lessor  would be unable to satisfy the  Ninety-Five  Percent
(95%) gross income test for the taxable year of such scheduled sale or transfer,
and until such time  Lessee  shall  lease the Leased  Property  and all  Capital
Additions  from Lessor at the lesser of (A) the then Fair Market  Rental and (B)
the sum of the monthly  Minimum Rent and Additional  Rent in effect  immediately
prior to the date  Lessee has the right or becomes  obligated  to  purchase  the
Leased Property pursuant to this Lease; provided,  however, that (x) there shall
be no further increase in the applicable  purchase price for the Leased Property
by reason of any such delay and (y)  during  any such lease  period to and until
Lessee purchases the Leased Property,  Lessee shall be relieved of all operating
covenants and liabilities  under this Lease,  including all maintenance,  repair
and/or reconstruction obligations;  provided further, however, that at all times
during such period Lessee shall remain responsible for its obligations  pursuant
to  Articles  XXIII or XXXVIII of this  Lease.  Notwithstanding  anything to the
contrary in this Article  XXXIX,  Lessor  agrees that the  foregoing  provisions
shall not delay or otherwise  postpone any sale of the Leased Property to Lessee
(to the extent  Lessee  shall be entitled  or required to purchase  the same) so
long as Lessor or any  Affiliate  of Lessor has not sold (and is not required to
sell)  any  other  property  to Lessee  or any  Affiliate  of Lessee  (including
pursuant to any other  Facility  Group Lease)  during the calendar year in which
Lessee is required or entitled to purchase the Leased Property under this Lease.

                                   ARTICLE XL.

                             [INTENTIONALLY DELETED]

                                  ARTICLE XLI.

           41.  Authority.  If Lessee is a corporation,  trust,  or partnership,
Lessee, and each individual executing this Lease on behalf of Lessee,  represent
and warrant  that each is duly  authorized  to execute and deliver this Lease on
behalf of Lessee and shall concurrently with the execution of this Lease deliver
to Lessor evidence of such authority satisfactory to Lessor.

                                  ARTICLE XLII.

           42.  Attorneys'  Fees.  If Lessor or Lessee brings an action or other
proceeding (including an arbitration pursuant to Article XLIV) against the other
to enforce any of the terms,  covenants or conditions  hereof or any  instrument
executed pursuant to this Lease, or by reason of any breach or default hereunder
or  thereunder,  the party  prevailing in any such action or proceeding  and any
appeal  thereupon shall be paid all of its costs and reasonable  attorneys' fees
incurred therein.

                                 ARTICLE XLIII.

           43.  Brokers.  Lessee  warrants  that it has not had any  contact  or
dealings  with any Person or real  estate  broker  which  would give rise to the
payment of any fee or brokerage  commission in connection  with this Lease,  and
Lessee  shall  indemnify,  protect,  hold  harmless  and defend  Lessor from and
against any liability  with respect to any fee or brokerage  commission  arising
out of any act or omission of Lessee.  Lessor  warrants  that it has not had any
contact or dealings  with any Person or real estate broker which would give rise
to the payment of any fee or brokerage commission in connection with this Lease,
and Lessor shall  indemnify,  protect,  hold harmless and defend Lessee from and
against any liability  with respect to any fee or brokerage  commission  arising
out of any act or omission of Lessor.

                                  ARTICLE XLIV.

           44.  Submission to Arbitration.

                44.1 Except as provided in Section 44.2 below,  any controversy,
dispute or claim of whatsoever  nature arising out of, in connection with, or in
relation to the interpretation,  performance or breach of this Lease,  including
any claim based on contract,  tort or statute,  shall be determined by final and
binding,  confidential  arbitration  in  accordance  with the then  current  CPR
Institute  for Dispute  Resolution  Rules for  Non-Administered  Arbitration  of
Business  Disputes  ("CPR"),  by a sole  arbitrator  selected from among the CPR
Panel of  Distinguished  Neutrals;  provided,  however,  that if the CPR (or any
successor organization thereto) no longer exists, then such arbitration shall be
administered by the American Arbitration  Association ("AAA") in accordance with
its then-existing Commercial Arbitration Rules, and the sole arbitrator shall be
selected in accordance with such AAA rules.  Any arbitration  hereunder shall be
governed by the United States  Arbitration Act, 9 U.S.C.  1-16 (or any successor
legislation thereto), and judgment upon the award rendered by the arbitrator may
be entered by any state or federal court having  jurisdiction  thereof.  Neither
Lessor,  Lessee nor the  arbitrator  shall  disclose the  existence,  content or
results of any  arbitration  hereunder  without the prior written consent of all
parties;  provided,  however,  that either  party may  disclose  the  existence,
content or results of any such arbitration to its partners, officers, directors,
employees,  agents,  attorneys and  accountants  and to any other Person to whom
disclosure is required by applicable Legal  Requirements,  including pursuant to
an order of a court of competent  jurisdiction.  Unless  otherwise agreed by the
parties, any arbitration  hereunder shall be held at a neutral location selected
by the  arbitrator  in the  major  metropolitan  area in the  State  closest  in
proximity to the Leased  Property.  The cost of the  arbitrator and the expenses
relating to the arbitration  (exclusive of legal fees) shall be borne equally by
Lessor and Lessee  unless  otherwise  specified in the award of the  arbitrator.
Such fees and costs paid or  payable  to the  arbitrator  shall be  included  in
"costs and  reasonable  attorneys'  fees" for  purposes of Article  XLII and the
arbitrator  shall  specifically  have the power to award to the prevailing party
pursuant to such Article XLII such party's  costs and expenses  incurred in such
arbitration, including fees and costs paid to the arbitrator.

                44.2 The provisions of this Article XLIV shall not apply to:

                     (a)  Any  unlawful  detainer or other  similar
summary or expedited  proceeding  for ejectment or recovery of possession of the
Leased  Property and Capital  Additions  instituted by Lessor in accordance with
applicable  Legal  Requirements  as the result of an Event of Default or alleged
Event of Default by Lessee pursuant to this Lease. In addition,  if permitted by
applicable Legal  Requirements,  Lessor shall be entitled in connection with any
such  proceeding  to seek any damages to which it is entitled at law,  including
those set forth in Article XVI.

                     (b)  Any   specific   controversy,    dispute,
question or issue as to which this Lease specifically provides another method of
determining  such  controversy,  dispute,  question or issue and provides that a
determination  pursuant to such method is final and binding,  unless both Lessor
and Lessee agree in writing to waive such procedure and proceed instead pursuant
to this Article XLIV.

                     (c)  Any request or  application  for an order
or decree  granting any  provisional  or  ancillary  remedy (such as a temporary
restraining  order or  injunction)  with respect to any right or  obligation  of
either party to this Lease, and any preliminary  determination of the underlying
controversy,  dispute,  question or issue as is required to determine whether or
not to grant such relief.  A final and binding  determination of such underlying
controversy,  dispute,  question  or  issue  shall  be  made  by an  arbitration
conducted  pursuant  to this  Article  XLIV  after an  appropriate  transfer  or
reference to the arbitrator  selected  pursuant to this Article XLIV upon motion
or application of either party hereto. Any ancillary or provisional relief which
is granted  pursuant  to this  clause (c) shall  continue  in effect  pending an
arbitration determination and entry of judgment thereon pursuant to this Article
XLIV.

                                  ARTICLE XLV.

           45.  Miscellaneous

                45.1 Survival.  Anything contained in this Lease to the contrary
notwithstanding,  all claims against, and liabilities and indemnities of, Lessee
or Lessor  arising prior to the  expiration or earlier  termination  of the Term
shall survive such expiration or termination.  In addition,  all claims against,
and all liabilities  and indemnities  hereunder of Lessee shall continue in full
force and effect and in favor of the Lessor named herein and its  successors and
assigns, notwithstanding any conveyance of the Leased Property to Lessee.

                45.2 Severability. If any term or provision of this Lease or any
application  thereof  shall be held invalid or  unenforceable,  the remainder of
this  Lease and any other  application  of such term or  provision  shall not be
affected thereby.

                45.3 Non-Recourse.  Lessee specifically agrees to look solely to
the Leased  Property and any other  Facility  Group Facility owned by Lessor and
covered by any other  Facility  Group Lease for  recovery of any  judgment  from
Lessor;  provided,  however,  that if  Lessor's  aggregate  equity in the Leased
Property  together with the other Facility Group  Facilities  owned by Lessor is
less than $3 Million,  then other assets of Lessor shall be available to satisfy
any judgment  against Lessor as provided  herein,  but only to the extent of the
difference  between (i) the then sum of Lessor's  equity in the Leased  Property
and each such other Facility  Group  Facility and (ii) $3 Million;  and provided
further,  however,  that all assets of Lessor  shall be available to satisfy any
judgment against Lessor hereunder on account of any failure of Lessor to fund an
approved  Capital  Project up to the  maximum  amount  required  to be funded by
Lessor on account thereof  pursuant to Section 10.3. It is specifically  agreed,
however, that no constituent partner in Lessor or officer,  director or employee
of Lessor  shall  ever be  personally  liable for any such  judgment  or for the
payment of any monetary  obligation to Lessee.  The  provision  contained in the
foregoing  sentence  is not  intended  to, and shall  not,  limit any right that
Lessee might otherwise have to obtain  injunctive  relief against Lessor, or any
action not involving the personal liability of Lessor.

                45.4 Licenses. Upon the expiration or earlier termination of the
Term, Lessee shall operate in good faith and use commercially reasonable efforts
to transfer to Lessor or Lessor's nominee a fully operational Facility and shall
cooperate  with Lessor or Lessor's  designee or nominee in  connection  with the
preparation  and  processing  by Lessor or  Lessor's  designee or nominee of any
applications  for  all  licenses,   operating  permits  and  other  governmental
authorization, and in the transaction of all contracts, including contracts with
governmental or quasi-governmental entities, business records, data, patient and
resident  records,  and  patient  and  resident  trust  accounts,  which  may be
reasonably  requested by Lessor for the orderly  transition of operations of the
Facility;  provided  that the costs and  expenses  of any such  transfer  or the
preparation  and processing of any such  application  shall be paid by Lessor or
Lessor's  designee or nominee.  Lessee shall not  intentionally  or in bad faith
commit any act or be remiss in the undertaking of any act that would  jeopardize
the licensure or certification of the Facility, and Lessee shall comply with all
commercially  reasonable  requests for an orderly  transfer of the same upon the
expiration or early termination of the Term. In addition,  upon request,  Lessee
shall promptly  deliver copies of all  non-proprietary  books and records (other
than  personnel  evaluations)  relating to the Leased  Property  and all Capital
Additions and operations  thereon to Lessor or Lessor's designee or nominee,  as
the case may be (it being  understood  that  Lessee may keep  copies of all such
books and records for its own files).

                45.5  Successors  and Assigns.  This Lease shall be binding upon
Lessor and its successors and assigns and,  subject to the provisions of Article
XXIV, upon Lessee and its successors and assigns.

                45.6 Termination  Date. If this Lease is terminated by Lessor or
Lessee  under  any  provision  hereof,  and  upon  the  expiration  of the  Term
(collectively, the "termination date"), the following shall pertain:

                     (a)  Lessee  shall  vacate and  surrender  the
Leased  Property,  Lessee's  Personal  Property  (other than Lessee's  Removable
Personal Property) and all Capital Additions to Lessor in the condition required
by Section 9.1.4. Prior to such vacation and surrender,  Lessee shall remove any
items which Lessee is permitted or required to remove  hereunder.  Lessee shall,
at Lessee's cost,  repair any damage to the Leased Property,  Lessee's  Personal
Property and any Capital Additions caused by such vacation and/or removal of any
items which Lessee is required or permitted hereunder to remove. Any items which
Lessee is  permitted  to remove but fails to remove  prior to the  surrender  to
Lessor of the  Leased  Property,  Lessee's  Personal  Property  and any  Capital
Additions shall be deemed abandoned by Lessee,  and Lessor may retain or dispose
of the  same as  Lessor  sees fit  without  claim by  Lessee  thereto  or to any
proceeds  thereof.  If Lessor  elects to remove  and  dispose  of any such items
abandoned  by  Lessee,  the  cost of  such  removal  and  disposal  shall  be an
Additional Charge payable by Lessee to Lessor upon demand.  Lessee shall pay all
amounts  payable  by it  through  the  termination  date and any  costs  charged
pursuant to the immediately  preceding sentence,  each of the parties shall bear
their own costs and fees incurred  (including  all costs  incurred in performing
their respective  obligations  hereunder)  through the termination date and from
and after the termination date neither party shall have any further  obligations
to the other,  except for those  obligations  set forth in this  subsection (a),
those  obligations  hereunder  which are intended to survive the  expiration  or
earlier  termination of this Lease and those specific  obligations  set forth in
subsection (b) below.

                     (b)  Notwithstanding  the provisions of clause
(i), upon any such  termination or expiration of this Lease, the following shall
pertain:

                          (i)  Lessee shall  remain  liable for the
cost  of all  utilities  used  in or at the  Leased  Property  and  any  Capital
Additions  through the termination  date and accrued and unpaid,  whether or not
then billed,  as of the  termination  date until full payment thereof by Lessee.
Lessee shall obtain directly from the companies  providing such services closing
statements  for all services  rendered  through the  termination  date and shall
promptly  pay the same.  If any  utility  statement  with  respect to the Leased
Property and any Capital Additions includes charges for a period partially prior
to and  partially  subsequent  to the  termination  date,  such charges shall be
prorated as between Lessor and Lessee,  with Lessee  responsible for the portion
thereof  (based upon a fraction the  numerator of which is the number of days of
service on such statement  through the  termination  date and the denominator of
which is the total  number of days of service  on such  statement)  through  the
termination  date and Lessor shall be  responsible  for the  balance.  The party
receiving any such statement which requires  proration  hereunder shall promptly
pay such statement and the other party shall, within ten (10) days after receipt
of a copy of such statement,  remit to the party paying the statement any amount
for which such other party is responsible hereunder.

                          (ii) Lessee shall remain  responsible  to
the extent required under Article IV for any and all Impositions imposed against
the Leased Property, the Personal Property and any Capital Additions with a lien
date  prior  to the  termination  date  (irrespective  of the  date  of  billing
therefor)  and for its pro rata share of any  Impositions  imposed in respect of
the  tax-fiscal  period during which the Term  terminates as provided in Section
4.1.7,  and Lessee shall  indemnify and hold Lessor harmless with respect to any
claims for such Impositions or resulting from nonpayment thereof.

                          (iii)Lessee   shall   (y)   execute   all
documents and take any actions reasonably necessary to (1) cause the transfer of
all of Lessee's  Personal  Property  (other  than  Lessee's  Removable  Personal
Property) and any Capital  Additions not owned by Lessor to Lessor, in each case
free of any  encumbrance,  as  provided in Section 6.3 and (2) remove this Lease
and/or any memorandum  hereof as a matter affecting title to the Leased Property
as provided in Article  XXXVIII and (z) comply with its  covenants  set forth in
Section 45.4.

                          (iv) Lessee  shall  continue  to  observe
the  covenants  of Lessee  set forth in  Sections  7.4.1 and 7.4.2 and any other
covenant or  agreement  of Lessee in this Lease which is intended to survive the
expiration or sooner termination of this Lease.

                45.7  Governing  Law.  THIS  LEASE  (AND  ANY  AGREEMENT  FORMED
PURSUANT TO THE TERMS  HEREOF)  SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE (WITHOUT REGARD OF PRINCIPLES
OR CONFLICTS OF LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

                45.8  Waiver  of  Trial  by  Jury.  EACH OF  LESSOR  AND  LESSEE
ACKNOWLEDGES THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO
ITS RIGHTS TO TRIAL BY JURY UNDER THE  CONSTITUTION OF THE UNITED STATES AND THE
STATE.  EACH OF LESSOR AND LESSEE HEREBY  EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION (i)  ARISING  UNDER THIS
LEASE (OR ANY  AGREEMENT  FORMED  PURSUANT  TO THE TERMS  HEREOF) OR (ii) IN ANY
MANNER  CONNECTED  WITH OR RELATED OR  INCIDENTAL  TO THE DEALINGS OF LESSOR AND
LESSEE WITH RESPECT TO THIS LEASE (OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS
HEREOF) OR ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREINAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE;  EACH OF LESSOR AND LESSEE  HEREBY AGREES AND CONSENTS  THAT,
SUBJECT TO ARTICLE XLIV, ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL
BE DECIDED BY A COURT TRIAL  WITHOUT A JURY,  AND THAT  EITHER  PARTY MAY FILE A
COPY OF THIS  SECTION  WITH ANY COURT AS  CONCLUSIVE  EVIDENCE OF THE CONSENT OF
EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

           LESSOR'S INITIALS:  _______

           LESSEE'S INITIALS:  _______

                45.9  Lessee's  Equitable  Remedies.  In the event  that  Lessee
claims or asserts  that  Lessor has  violated or failed to perform a covenant of
Lessor not to  unreasonably  withhold  or delay  Lessor's  consent  or  approval
hereunder,  or in any case  where  Lessor's  reasonableness  in  exercising  its
judgment  is in issue,  Lessee's  sole  remedy  shall be an action for  specific
performance,  declaratory  judgment  or  injunction,  and (a) in no event  shall
Lessee be entitled to any monetary  damages for a breach of such  covenant,  and
(b) Lessee hereby specifically waives the right to any monetary damages or other
remedies in connection with any such claim or assertion; provided, however, that
if Lessee shall establish in a court of competent  jurisdiction  that Lessor has
acted  maliciously  or in bad faith in  withholding  its consent in any instance
where  Lessor has agreed  hereunder  not to  unreasonably  delay or withhold its
consent,  then the  foregoing  limitations  shall not apply and Lessee  shall be
entitled  to seek any  remedies  available  at law or in  equity  by  reason  of
Lessor's actions.

                45.10 Entire  Agreement.  This Lease and the Exhibits hereto and
thereto and such other  documents as are  contemplated  hereunder or thereunder,
constitutes  the entire  agreement  of the parties  with  respect to the subject
matter  hereof,  and may not be changed or modified  except by an  agreement  in
writing signed by the parties.  Lessor and Lessee hereby agree that all prior or
contemporaneous oral understandings,  agreements or negotiations relative to the
leasing of the Leased Property are merged into and revoked by this Lease.

                45.11 Headings. All titles and headings to sections,subsections,
paragraphs or other  divisions of this Lease are only for the convenience of the
parties and shall not be construed to have any effect or meaning with respect to
the other contents of such sections, subsections, paragraphs or other divisions,
such other  content  being  controlling  as to the  agreement  among the parties
hereto.

                45.12 Counterparts.  This Lease may be executed in any number of
counterparts,  each of which shall be a valid and binding  original,  but all of
which together shall constitute one and the same instrument.

                45.13J oint and  Several.  If more than one Person is the Lessee
under this Lease,  the liability of such Persons under this Lease shall be joint
and several.

                45.14 Interpretation.   Both  Lessor   and   Lessee   have  been
represented by counsel and this Lease and every provision hereof has been freely
and fairly  negotiated.  Consequently,  all  provisions  of this Lease  shall be
interpreted  according to their fair meaning and shall not be strictly construed
against any party.

                45.15 Time of Essence.  Time is of the essence of this Lease and
each provision hereof in which time of performance is established.

                45.16 Force Majeure. In the event that either  Lessor or  Lessee
is delayed in performing its  respective obligations  pursuant to this  Lease by
any cause  beyond the  reasonable control of the party required to perform  such
obligation,  the time period for performing such obligation shall be extended by
a period of time equal to the period of the delay. For purposes of this Lease:

                     (a)  A cause  shall be beyond  the  reasonable
control  of a party to this  Lease  when such  cause  would  affect  any  person
similarly situated (such as power outage,  labor strike, Act of God or trucker's
strike)  but shall not be beyond  the  reasonable  control  of such  party  when
peculiar to such party  (such as  financial  inability  or failure to order long
lead time material sufficiently in advance).

                     (b)  This  Section  shall  not  apply  to  any
obligation  to  pay  money  or  otherwise   perform  any  financial
obligation hereunder.

                     (c)  In the  event of any  occurrence  which a
party believes  constitutes a cause beyond the reasonable  control of such party
and which will delay any performance by such party, such party shall promptly in
writing notify the other party of the  occurrence and nature of such cause,  the
anticipated  period of delay and the steps being taken by such party to mitigate
the effects of such delay. Failure to give such notice promptly, shall deem such
occurrence  or event not to be a cause  beyond  the  reasonable  control of such
party.

                45.17 Further Assurances. The parties agree to promptly sign all
documents reasonably requested to give effect to the provisions of this Lease.

                                  ARTICLE XLVI.

           46. Delays in Delivery of Possession.  Lessee  acknowledges  that (i)
the Leased  Property is currently  occupied and operated as a long-term  skilled
nursing  care  facility  by  a  subsidiary  of  either  Vencor,   Inc.,  Beverly
Enterprises, Inc. or Hunter Care, Inc. (or a subsidiary of any of the foregoing)
(the  "Current  Operator")  pursuant  to the  terms of a written  lease  between
Current  Operator  and Lessor  (the "Old  Lease") and (ii)  Lessor's  ability to
tender delivery of possession of and/or Lessee's ability to obtain possession of
the Leased  Property is  conditioned  upon Current  Operator's  surrender of the
Leased Property, which is expected to occur upon satisfaction of the last of the
conditions  to the  continued  effectiveness  of this Lease  pursuant to Article
XLVII below. The target Commencement Date is August 1, 1998; provided,  however,
that if the  Commencement  Date shall not have  occurred on or before the target
Commencement Date, this Lease shall not be void or voidable, nor shall Lessor be
liable for any loss or damage  resulting  therefrom.  Instead  this Lease  shall
continue in full force and effect to and until  occurrence  of the  Commencement
Date, unless earlier terminated as herein provided.

                                 ARTICLE XLVII.

           47.  Additional  Conditions to Continued  Effectiveness  of Lease. In
addition to the provisions of Section 37.6 above, the continued effectiveness of
this Lease and the  obligations  of Lessor and Lessee  hereunder  are  expressly
conditioned   upon   Lessee's   ability   to  obtain  all   licenses,   permits,
accreditations,  authorizations  and  certifications  from all  governmental  or
quasi-governmental  authorities,  agencies,  departments or otherwise  which are
required  for the  operation  of the  Facility  for its  Primary  Intended  Use,
including any certificate of need and any accreditations or certifications  from
Medicare and/or Medicaid (collectively, the "Required Approvals"). Promptly upon
execution  and  delivery of this Lease,  Lessee  shall  cooperate  with  Current
Operator (to the extent  applicable)  and shall make  application  for and shall
thereafter  operate in good  faith and use  commercially  reasonable  efforts to
diligently pursue and obtain all such Required  Approvals.  Lessor hereby agrees
that it will also  cooperate  with Lessee in connection  with the obtaining such
Required Approvals as reasonably  requested by Lessee,  but without  requirement
that Lessor incur any out-of-pocket  costs or assume and obligations  (financial
or otherwise).  Notwithstanding the Current Operator's  apparent  willingness to
cooperate  with  Lessee's  efforts  to  obtain  the  Required  Approvals  and in
effecting a smooth transition of the operations of the Facility to Lessee, there
can be no assurances  that the Current  Operator will in fact  cooperate  and/or
continue to cooperate,  and no such  non-cooperation or cessation of cooperation
by the Current  Operator  shall relieve Lessee from its obligation to operate in
good faith and use commercially  reasonable efforts to obtain the same. Promptly
upon satisfaction of the condition described in this paragraph (i.e.,  obtaining
all such Required Approvals), Lessee shall notify Lessor of the same.

           In the event that (a) such  condition  is not  satisfied on or before
December 15, 1998 (the "Adios  Date"),  or (b) Lessor  reasonably  determines in
good faith any time after the date of this Lease that Lessee is not operating in
good faith and using its commercially reasonable efforts to obtain such Required
Approvals  on or before the Adios  Date,  then  Lessor  shall have the right and
option to terminate this Lease.  Such option shall be exercised by Lessor, if at
all, at any time after the Adios Date or the date Lessor makes the determination
set  forth in  clause  (b)  above,  and prior to the date  Lessee  receives  the
Required  Approvals.  In  addition,  if after  operating in good faith and using
commercially  reasonable efforts,  Lessee has been unable to obtain the Required
Approvals on or before the Adios Date and Lessor has not  previously  elected to
terminate  this Lease as provided  above,  then at any time after the Adios Date
and prior to  receipt of such  Required  Approvals,  Lessee  shall also have the
option to terminate this Lease by written notice to Lessor. Upon any termination
of this Lease  pursuant  to this  Article  XLVII,  each party shall bear its own
costs and fees incurred in the  negotiation and preparation of this Lease and in
performing  its  respective  obligations  hereunder  through  the  date  of such
termination  and neither  party shall have any further  obligation  to the other
hereunder except for those obligations which are intended to survive the earlier
termination of this Lease prior to the  Commencement  Date, if any.  Pending any
such termination,  each party shall perform its respective  obligations pursuant
to this Lease.

                                 ARTICLE XLVIII.

           48.  Representations by the Parties. As of the date of hereof, Lessor
and Lessee hereby represent and warrant to the other, as applicable, as follows:

                48.1 By Both Lessor and Lessee.

                     (a) Such party is duly organized,  validly existing and, to
           the extent  applicable,  in good standing under the laws of its state
           of  organization/formation,  is qualified to do business  and, to the
           extent applicable,  in good standing in the State and has full power,
           authority  and legal  right to execute and deliver and to perform and
           observe the provisions of this Lease to be observed and/or  performed
           by such party hereunder.

                     (b) This  Lease  has been  duly  authorized,  executed  and
           delivered by such party,  and  constitutes  and will  constitute  the
           valid and binding  obligations of such party enforceable against such
           party in accordance with their respective terms.

                     (c) Such party is solvent,  has timely and accurately filed
           all tax returns  required  to be filed by such  party,  and is not in
           default in the payment of any taxes  levied or assessed  against such
           party  or any of its  assets,  or  subject  to any  judgment,  order,
           decree, rule or regulation of any Governmental Authority which would,
           in each case or in the  aggregate,  adversely  affect its  condition,
           financial or otherwise, or its prospects or the Leased Property.

                     (d) Except for the  Required  Approvals  to use and operate
           the Facility for its Primary Intended Use, no other consent, approval
           or other  authorization  of, or  registration,  declaration or filing
           with,  any  Governmental  Authority is required for the due execution
           and delivery of this Lease, or for the performance by or the validity
           or enforceability of this Lease against such party.

                     (e) The execution and delivery of this Lease and compliance
           with the  provisions  hereof  will  not  result  in (i) a  breach  or
           violation of (A) any Legal  Requirement  applicable to such party now
           in effect; (B) the organizational or charter documents of such party;
           (C) any  judgment,  order or  decree  of any  Governmental  Authority
           binding upon such party;  or (D) any agreement or instrument to which
           such  party is a  counterparty  or by which it is bound;  or (ii) the
           acceleration of any obligation of such party.

                48.2 By Lessor Only.

                     (a) To the best knowledge of Lessor, the Leased Property is
           free and clear of all liens and  other  encumbrances  other  than the
           Permitted  Exceptions.   There  are  no  current  Facility  Mortgages
           encumbering the Leased Property.

                     (b)  To  the  actual  knowledge  of  Lessor,  there  are no
           actions,   proceedings  or  investigations,   including  Condemnation
           proceedings  pending or  threatened,  against or affecting the Leased
           Property.

                     (c) Lessor has furnished to Lessee true and correct  copies
           of those  financial and other  operating  statements  relating to the
           Leased Property,  including cost reports,  which were supplied by the
           Current  Operator  to Lessor  and  which  Lessor,  in its  reasonable
           judgment, has deemed to be relevant for Lessee's purposes.

                     (d) To the actual knowledge of Lessor,  the Facility is not
           subject to any hold on admissions or other similar  sanction  imposed
           by any applicable Governmental Authority.

           As used herein,  the term "actual knowledge of Lessor" shall mean the
           present  actual  knowledge  of any senior  officer  of HCPI,  without
           investigation and without the duty to conduct any investigation.

                                  ARTICLE XLIX.

           49. Renegotiation/Early  Termination.  In connection with Guarantor's
initial due diligence and economic  feasibility  studies of the Facility and the
other  Facility  Group  Facilities,  Lessor  or its  Affiliate(s)  obtained  and
delivered to Guarantor and/or its  Affiliate(s)  certain  financial  information
prepared  by  the  Current  Operator  and/or  its  Affiliate(s)  respecting  the
historical  operating  revenues  and  expenses  of the  Facility  and the  other
Facility   Group   Facilities    (collectively,    the   "Historical   Operating
Information").  Based upon such Historical Operating Information, Lessee and its
Affiliate(s)  prepared proforma financial  projections and models concerning the
Facility  (the  "Projected  Facility  Results")  and the  other  Facility  Group
Facilities (collectively,  the "Projected Group Results").  Accordingly,  Lessor
and Lessee  agree that if, at anytime  after the date  hereof  through  June 30,
1999, it is discovered that either (a) the Historical Operating  Information was
materially  inaccurate,  that as a direct  result  thereof the  Projected  Group
Results were materially overstated, and that, when taken as a whole, the results
of operations  from the Facility and the other  Facility  Group  Facilities  are
materially  less than that  expected in the  Projected  Group Results or (b) the
Historical  Operating  Information  specifically  relating to the  Facility  was
materially  inaccurate,  that as a direct result thereof the Projected  Facility
Results and Projected  Group Results were both materially  overstated,  and that
the results of  operation  from the Facility in and of itself has had a material
adverse  effect on the  results  of  operation  from all of the  Facility  Group
Facilities  and has caused the same to be materially  less than that expected in
the  Projected  Group  Results,  then in either such event  Lessee may so notify
Lessor of the same along with Lessee's  desire to  renegotiate  the Minimum Rent
and  Special  Additional  Rent  payable  under this  Lease  during the Term (but
specifically  excluding any right to renegotiate  Additional  Rent payable under
this Lease or any component or variable  thereof,  including Base Gross Revenues
or Incremental Revenues).  It is specifically agreed, however, that Lessor shall
be under no  obligation  whatsoever to  renegotiate  the Minimum Rent or Special
Additional  Rent to be so paid  hereunder.  In the event  that  Lessee  shall be
entitled to and so shall notify Lessor of its desire to renegotiate  the same on
or before June 30, 1999, and Lessor and Lessee are unable to mutually agree upon
the Rent to be so paid under this Lease within  thirty (30) days after  Lessor's
receipt of Lessee notice (the "Outside  Renegotiation Date"), then Lessee may at
anytime after the Outside  Renegotiation  Date and prior to the parties reaching
agreement  on the same,  if at all,  terminate  this Lease by written  notice to
Lessor.  In such event,  this Lease shall terminate 180 days following  Lessor's
receipt of  Lessee's  notice of  termination.  Notwithstanding  anything  to the
contrary in this Lease,  in the event that any other  Facility Group Lease shall
be terminated pursuant to clause (a) of Section 49 thereof (but not clause (b)),
then this Lease shall without further action of Lessor and Lessee hereunder also
automatically  terminate. In other words, the election or deemed election of any
other "Lessee" to terminate  another Facility Group Lease pursuant to clause (a)
of Section 49 of such  Facility  Group Lease shall also be deemed to be Lessor's
and Lessee's mutual election to terminate this Lease.

                                   ARTICLE L.

           50.   Minimum  Rent  and  Special   Additional   Rent   Reallocation.
Notwithstanding  anything to the contrary in this Lease,  if any one (1) or more
Facility Group Lease(s) is/are terminated for any reason whatsoever prior to the
expiration  of the stated  Term  (including  by reason of  damage,  destruction,
Condemnation,  failure of  condition,  default  or any other  reason)  (each,  a
"Terminating  Facility  Group  Lease")  and this  Lease  is not also  terminated
concurrently  therewith,  then the monthly  Minimum Rent and Special  Additional
Rent  payable  hereunder  shall be adjusted  in  accordance  with the  following
provisions:

                (a) First, Lessor shall determine the total monthly Minimum Rent
      ("Total Monthly  Minimum Rent") under all remaining  Facility Group Leases
      (i.e.,  excluding  any  Terminating  Facility  Group  Leases)  at the then
      current rate.

                (b) Second, Lessor shall determine the "Rent Reallocation Share"
      for each remaining  Facility Group Lease (i.e.,  excluding any Terminating
      Facility Group Lease) by dividing the Total Monthly Minimum Rent (i.e., as
      the  denominator)  into the monthly  Minimum Rent at the then current rate
      for each such Facility Group Lease (i.e., as the numerator).

                (c) Third, Lessor shall determine the "Minimum Rent Reallocation
      Amount" for each  Terminating  Facility Group Lease by multiplying (i) the
      monthly Minimum Rent at the rate in effect under such Terminating Facility
      Group  Lease  immediately  prior to  termination  thereof,  times (ii) the
      percentage  (positive  or  negative)  set  forth as the  "Rent  Adjustment
      Percentage"  on  Exhibit  F  attached  hereto.  Similarly,   Lessor  shall
      determine the "Special  Additional Rent  Reallocation  Amount(s)" for each
      payment of Special  Additional  Rent then  unpaid  under each  Terminating
      Facility  Group  Lease by  multiplying  (A) each such  payment  of Special
      Additional Rent then unpaid, times (B) such "Rent Adjustment  Percentage."
      If  the  Rent  Adjustment  Percentage  is  stated  to  be a  negative  (-)
      percentage,   then  the  Minimum  Rent  Reallocation  Amount  and  Special
      Additional  Rent  Reallocation  Amount(s)  resulting  from  the  foregoing
      calculations  shall  also be stated  as  negative  amount(s).  If the Rent
      Adjustment Percentage is stated to be a positive (+) percentage,  then the
      Minimum Rent Reallocation  Amount and Special Additional Rent Reallocation
      Amount(s)  resulting from the foregoing  calculations shall also be stated
      as a positive amount(s).

                (e) Fourth,  Lessor shall determine the "Minimum Rent Adjustment
      Amount" and the "Special  Additional Rent  Adjustment  Amount(s)" for each
      remaining   Facility   Group  Lease  by   multiplying   the  Minimum  Rent
      Reallocation  Amount and Special  Additional Rent  Reallocation  Amount(s)
      (whether  positive or negative),  respectively,  by the Rent  Reallocation
      Share for each such remaining Facility Group Lease as determined  pursuant
      to clause (a) above.

                (f)  Finally,  effective  on  the  date  of  termination  of any
      Terminating  Facility  Group Lease,  the monthly  Minimum Rent and Special
      Additional Rent(s) payable hereunder shall be adjusted by the Minimum Rent
      Adjustment  Amount and the Special  Additional Rent  Adjustment  Amount(s)
      applicable  to  this  Lease  (each,  an  "Adjustment  Amount").  Provided,
      however,  that if the  applicable  Adjustment  Amounts shall not have been
      determined as of the termination  date of any  Terminating  Facility Group
      Lease,  then Lessee shall continue to pay monthly Minimum Rent and Special
      Additional Rent at the last applicable rate until Lessee receives Lessor's
      written notice as to the Adjustment  Amounts.  If such Adjustment  Amounts
      are positive, then within ten (10) days after Lessee's receipt of Lessor's
      notice,  Lessee  shall pay to Lessor  an amount  equal to the new  monthly
      Minimum  Rent times the number of months from the date of  termination  of
      such  Terminating  Facility  Group  Lease(s)  to the  date of  receipt  of
      Lessor's  notice and the total amount of any such Special  Additional Rent
      then due, in each case less the aggregate amount paid by Lessee on account
      thereof for the same period. If such Adjustment Amounts are negative,  the
      amount of excess  Rent paid by Lessee on account of such  monthly  Minimum
      Rent and  Special  Additional  Rent  shall be  credited  against  the next
      amounts  coming  due  on  account  of  monthly   Minimum  Rent  hereunder.
      Thereafter,  Lessee  shall pay monthly  Minimum  Rent and any such Special
      Additional Rent at the new rate(s) set forth in Lessor's notice.

By way of  illustration  only,  attached hereto as Exhibit H are two examples of
the calculation of the Minimum Rent Adjustment  Amounts pursuant to this Article
L in the event of a termination of any other Facility Group Lease.

                                   ARTICLE LI.

           51.  Pre-Commencement Provisions.

                51.1  Pre-Commencement  Term. The Term of this Lease consists of
the  aggregate  of the  Pre-Commencement  Term,  the Fixed Term and the Extended
Terms,  if any,  unless  sooner  terminated  pursuant to any  provisions of this
Lease.  The  "Pre-Commencement  Term"  shall  be the  period  from  the  date of
execution and delivery  hereof to and until the  Commencement  Date.  During the
Pre-Commencement  Term, the sole  obligations  of Lessor and Lessee  pursuant to
this Lease shall be as set forth in Section 37.6 above, Articles XLVI, XLVII and
XLVIII above, and this Article LI; provided, however, that at all times from and
after the execution  and delivery of this Lease,  the  applicable  provisions of
Articles I, II, V, VI, XI, XVI, XVII,  XVIII,  XXIV, XXI, XXVII,  XXVIII,  XXXI,
XXXIII,  XXXV, XXXVI,  XXXIX, XLI, XLII, XLIII,  XLIV, XLV and Sections 7.1, 7.4
and  23(iii)  of this  Lease  shall at all times be in full force and effect and
shall apply to Lessor and Lessee.

                51.2  Pre-Commencement  Rent Date. Lessor and Lessee acknowledge
and agree that prior to the  Commencement  Date Lessee may take  possession  and
commence  use and  occupancy  of the  Leased  Property  prior to  receipt of the
Required  Approvals  either as manager,  sublessee or otherwise  pursuant to any
agreement  concerning such matters as may be agreed upon by the Current Operator
and Lessee.  In such event,  the date that Lessee  shall so take  possession  or
commence the management or operation of the Leased Property for any reason by or
through   the   Current   Operator   shall  be   referred   to   herein  as  the
"Pre-Commencement  Rent Date." From and after the Pre-Commencement Rent Date, if
at all, through the Commencement Date, the following shall apply:

                     (a)  Lessee  shall  pay to  Lessor  in  lawful
money of the  United  States  of  America,  without  offset  or  deduction,  the
Pre-Commencement  Rent  (as  hereinafter  defined).  As used  herein,  the  term
"Pre-Commencement  Rent" shall mean an amount equal the positive difference,  if
any,  between the Rent which would have been  payable by Lessee under this Lease
assuming that the Commencement  Date had occurred on the  Pre-Commencement  Rent
Date and the total rent payable by the Current Operator to or for the benefit of
Lessor during such period.  Such  Pre-Commencement  Rent shall be prorated as to
any  partial  calendar  month at the  beginning  of the Term.  If the total rent
payable by the Current Operator to Lessor is more than the Rent which would have
been  payable by Lessee  under this Lease  assuming  the  Commencement  Date had
occurred on the Pre-Commencement  Date, then such excess payment by such current
operator  shall be accrued and carried  forward and provided by Lessor to Lessee
as a credit towards Lessee's Minimum Rent obligations under this Lease on and as
of the Commencement  Date.  Payments of  Pre-Commencement  Rent shall be paid in
advance on or before the first day of each calendar  month and shall be made via
wire  transfer  to an  account  as  Lessor  may from time to time  designate  in
writing.

                     (b)   Lessee  shall   maintain  the  insurance
specified in accordance with Sections 13.1.5 and 13.1.6.

                     (c)  Article  XXIII  shall  apply at all times
during such period.






                            [Signature Page Follows]


<PAGE>



           IN WITNESS WHEREOF, the parties have caused this Lease to be executed
and attested by their respective officers thereunto duly authorized.

           "Lessor"                            "Lessee"

HEALTH CARE PROPERTY INVESTORS,      CENTENNIAL HEALTHCARE INVESTMENT
INC., a Maryland corporation         CORPORATION, a Georgia
                                     corporation
By:/s/ Arthur G. Sundby

Its: Vice President                  By: /s/ Alan C. Dahl

                                     Its: Vice President




<PAGE>









                                       A-1
                                    EXHIBIT A


                          LEGAL DESCRIPTION OF THE LAND




                       THIS EXHIBIT INTENTIONALLY OMITTED


<PAGE>











                                       B-1
                                    EXHIBIT B


                           LESSOR'S PERSONAL PROPERTY

           All machinery, equipment, furniture,  furnishings,  moveable walls or
           partitions,  computers or trade fixtures or other  tangible  personal
           property in, on or about the  Facility on and as of the  Commencement
           Date and owned by Lessor,  excluding  items, if any,  included within
           the definition of Fixtures.



<PAGE>






                                       C-2
                                    EXHIBIT C


                           FORM OF AMENDMENT TO LEASE


           This  First  Amendment  to  Lease   ("Amendment")   is  dated  as  of
_________________,  1998 by and between HEALTH CARE PROPERTY INVESTORS,  INC., a
Maryland   corporation   "Lessor"),   and   CENTENNIAL   HEALTHCARE   INVESTMENT
CORPORATION, a Georgia corporation ("Lessee").

                                    RECITALS

           A.  Lessor and Lessee  entered  into a Lease dated as of
June      15,      1998      (the       "Lease")       for      the
__________________________________________   facility   located  in
----------------------------------------.

           B.  Lessor  and  Lessee  desire to  memorialize  their  understanding
regarding certain provisions of the Lease.

                                    AGREEMENT

           Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Lease. Lessor and Lessee hereby agree as follows:

           1.   The Commencement Date of the Lease is_____________;

           2. The first  Lease  Year for the Lease  commences  on  ____________,
199__ and ends on ____________, 199__;

           Except as amended  above,  the Lease between  Lessor and Lessee shall
remain in full force and effect. This Amendment may be executed in any number of
counterparts,   all  of  which  together  shall  constitute  one  and  the  same
instrument.



                            [Signature Page Follows]


<PAGE>



           IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to
be executed as of the day and year first above written.

           "Lessor"                            "Lessee"

HEALTH CARE PROPERTY INVESTORS,      CENTENNIAL HEALTHCARE INVESTMENT
INC., a Maryland corporation         CORPORATION, a Georgia
                                     corporation
By:

Its:                                 By:

                                     Its:


      The undersigned  Guarantor hereby consents to this Amendment and reaffirms
to Lessor that its  obligations  under the  Guaranty  dated as of June 15, 1998,
remain in full force and effect with respect to the Lease as amended hereby.


                                     CENTENNIAL HEALTHCARE
                                     CORPORATION, a Delaware
                                     corporation


                                     By:

                                     Its:


<PAGE>






                                       D-2





                                       C-1
                                    EXHIBIT D

                                 EXISTING LEASES

      The  following  leases (as the same may be further  amended,  modified  or
supplemented  from time to time in accordance with the respective terms thereof)
shall be "Existing Leases" for purposes of this Lease:


1.  Operating  Lease dated as of March 28, 1991  between  HCPI,  as lessor,  and
Cardinal of Indiana, Inc., a Kentucky corporation ("Cardinal"),  as the original
lessee,  as  amended  by that  certain  Amendment  to  Operating  Lease made and
effective  November 1, 1993,  that certain Second  Amendment to Operating  Lease
made and  effective  as of April 1, 1994 and that  certain  Third  Amendment  to
Operating  Lease made and  effective as of March 31, 1995.  On November 1, 1993,
Cardinal assigned its  lessee/tenant  interests under such Lease to Transitional
Health  Partners  d/b/a  Transitional   Health  Services,   a  Delaware  general
partnership ("THS") pursuant to a Lease Assignment,  Consent and Release,  which
is recorded as Instrument No. 93-2187 in Misc. Book 94, Pages 326-333,  with the
Register of Deeds of Pike County, Indiana.

2. Operating  Lease dated as of August 8, 1990 between HCPI, as lessor,  and HRO
Acquisition Corporation, a Kentucky corporation ("HRO"), as the original lessee,
as amended by that  certain  Amendment  to  Operating  Lease made and  effective
November 1, 1993,  that certain  Second  Amendment  to Operating  Lease made and
effective  as of April 1, 1994 and that  certain  Third  Amendment  to Operating
Lease made and effective as of March 31, 1995. On November 1, 1993, HRO assigned
its  lessee/tenant  interests  under  such  Lease  to THS  pursuant  to a  Lease
Assignment,  Consent and Release,  which is recorded as Instrument No.  93-19199
with the Register of Deeds of La Porte County, Indiana.

3.  Operating  Lease dated as of March 28, 1991  between  HCPI,  as lessor,  and
Cardinal,  as the  original  lessee,  as amended by that  certain  Amendment  to
Operating  Lease made and  effective  November  1,  1993,  that  certain  Second
Amendment  to  Operating  Lease made and  effective as of April 1, 1994 and that
certain  Third  Amendment to Operating  Lease made and effective as of March 31,
1995. On November 1, 1993,  Cardinal assigned its lessee/tenant  interests under
such Lease to THS pursuant to a Lease Assignment,  Consent and Release, which is
recorded as Instrument  No.  93-11-0923  with the Register of Deeds of Kosciusko
County, Indiana.

4. Operating Lease dated as of August 8, 1990 between HCPI, as lessor,  and HRO,
as the original lessee,  as amended by that certain Amendment to Operating Lease
made and effective  November 1, 1993, that certain Second Amendment to Operating
Lease made and effective as of April 1, 1994,  that certain  Third  Amendment to
Operating  Lease made and  effective  as of June 29, 1994,  that certain  Fourth
Amendment to Operating  Lease made and effective March 31, 1995 and that certain
Fifth Amendment to Operating Lease made and effective July 10, 1995. On November
1,  1993,  HRO  assigned  its  lessee/tenant  interests  under such Lease to THS
pursuant  to a Lease  Assignment,  Consent  and  Release,  which is  recorded as
Instrument  No.  18089 in Misc.  Drawer 25, with the  Register of Deeds of Clark
County, Indiana.

5.  Operating  Lease dated as of March 28, 1991  between  HCPI,  as lessor,  and
Cardinal,  as the  original  lessee,  as amended by that  certain  Amendment  to
Operating  Lease made and  effective  November  1,  1993,  that  certain  Second
Amendment  to  Operating  Lease made and  effective as of April 1, 1994 and that
certain  Third  Amendment to Operating  Lease made and effective as of March 31,
1995. On November 1, 1993,  Cardinal assigned its lessee/tenant  interests under
such Lease to the Lessee  pursuant to a Lease  Assignment,  Consent and Release,
which is  recorded  as  Instrument  No.  174875 in Book 92,  Page 118,  with the
Register of Deeds of Dubois County, Indiana.

6.  Operating  Lease dated as of March 28, 1991  between  HCPI,  as lessor,  and
Cardinal,  as the  original  lessee,  as amended by that  certain  Amendment  to
Operating  Lease made and  effective  November  1,  1993,  that  certain  Second
Amendment  to  Operating  Lease made and  effective as of April 1, 1994 and that
certain  Third  Amendment to Operating  Lease made and effective as of March 31,
1995. On November 1, 1993,  Cardinal assigned its lessee/tenant  interests under
such Lease to THS pursuant to a Lease Assignment,  Consent and Release, which is
recorded as Instrument  No.  93080020 with the Register of Deeds of Lake County,
Indiana.

7.  Operating  Lease dated as of June 19, 1995 between HCPI  Charlotte,  Inc., a
Delaware corporation and an affiliate of HCPI, as lessor, and THS, as lessee.

8. Operating  Lease dated as of June 19, 1995 between HCPI  Knightdale,  Inc., a
Delaware corporation and an affiliate of HCPI, as lessor, and THS, as lessee.


<PAGE>








                                       E-1


                                       D-1
                                    EXHIBIT E

                             FACILITIES GROUP LEASES

Those leases,  each dated as of June 15, 1998, between Lessor or an Affiliate of
Lessor and Lessee or an Affiliate of Lessee, for the following  facilities shall
be "Facility Group Leases" for purposes of this Lease:



<PAGE>



1.    Walnut Cove, NC;

2.    Orlando, FL;

3.    Omro, WI;

4.    Port St. Lucie, FL;

5.    Green Bay, WI;

6.    Salina, KS;

7.    Junction City, AR;

8.    Dumas, AR;

9.    Piggott, AR; and

10.   Lake City, FL.


<PAGE>





LESSOR'S

   INITIALS

   LESSOR'S

   INITIALS

LESSEE'S
-------------------------------------------------------------------
-------------------------------------------------------------------
    INITIALS
-------------------------------------------------------------------
   LESSEE'S
-------------------------------------------------------------------
    INITIALS

                                       F-1




                                       E-1
                                    EXHIBIT F

              FIXED TERM MONTHLY MINIMUM RENT SCHEDULE

           Subject to upward  adjustment  pursuant to Sections  3.1.1(b) and (c)
      and subject further to adjustment pursuant to either Articles XLIX or L of
      this Lease,  during the Fixed Term  Lessee  shall pay to Lessor as monthly
      "Minimum  Rent," the following  amounts in  accordance  with the following
      schedule:

           (a) For the period from the Commencement  Date through the expiration
      of the first (1st) Lease Year of the Fixed Term, the sum of $12,500.00;

           (b)  For the second  (2nd) Lease Year of the Fixed Term,
      the sum of $12,847.25;

           (c)  For the third  (3rd)  Lease Year of the Fixed Term,
      the sum of $13,368.08; and

           (d)  For  the  balance  of the  Fixed  Term,  the sum of
      $13,809.00.


                         INITIAL MINIMUM PURCHASE PRICE

           The initial  Minimum  Purchase Price for the Leased Property shall be
      the sum of $1,747,600.00.

                             SPECIAL ADDITIONAL RENT

           Subject  to  Article  L of this  Lease,  Lessee  shall  pay  one-time
      payments  of  "Special  Additional  Rent"  during  the Fixed Term and each
      Extended  Term,  if any,  the  following  amounts in  accordance  with the
      following schedule:

           (a)  On October 1, 2001, the sum of $1,666.66.

           (b)  On October 1, 2013, the sum of $2,500.00.

           (c)  On October 1, 2023, the sum of $3,333.33.


<PAGE>




           E-1



           E-1

                           RENT ADJUSTMENT PERCENTAGE

           The Rent Adjustment Percentage for this Lease for purposes of Article
L is 34.7133 %.


<PAGE>






                                       G-1



           E-1
                                    EXHIBIT G

                              PERMITTED EXCEPTIONS



                       THIS EXHIBIT INTENTIONALLY OMITTED




<PAGE>






                                       H-1




                                       G-1
                                    EXHIBIT H

                MINIMUM RENT REALLOCATION EXAMPLE(S)



                       THIS EXHIBIT INTENTIONALLY OMITTED

<PAGE>
Centennial HealthCare Investment Corporation has entered into
lease Lease Agreements substantially identical to Exhibit 10.1 as
follows:


   1. Lease Agreement dated June 15, 1998 with Health Care Property
      Investors,  Inc.,  for the Green Bay, Wisconsin facility.
      Material details in which this  Lease Agreement  differs
      from  Exhibit  10.1 are that the base rent per year is YEAR
      1 $400,000, YEAR 2 $411,111, YEAR 3 $427,778,  and YEAR 4 $441,889.
 
   2. Lease Agreement dated June 15, 1998 with Health Care Property
      Investors,  Inc.,  for the Salima, KS facility. Material
      details in which this  Lease Agreement  differs from
      Exhibit  10.1 are that the base rent per year is YEAR 1
      $290,000, YEAR 2 $298,056, YEAR 3 $310,139, and YEAR 4 $320,369.

   3. Lease Agreement dated June 15, 1998 with Health Care Property
      Investors,  Inc.,  for the Junction City, AR facility.
      Material details in which this  Lease Agreement  differs
      from  Exhibit  10.1 are that the base rent per year is YEAR 1
      $150,000, YEAR 2 $154,167, YEAR 3 $160,417, Healthcare Property
      Investors,  INC.,  and YEAR 4 $165,708.

   4. Lease Agreement dated June 15, 1998 with Health Care Property
      Investors,  Inc.,  for the Dumas, AR facility. Material
      details in which this  Lease Agreement  differs from
      Exhibit  10.1 are that the base rent per year is YEAR 1 $270,000, 
      YEAR 2 $277,500 YEAR 3 $288,750,  and YEAR 4 $298,275.

   5. Lease Agreement dated June 15, 1998 with Health Care Property
      Investors,  Inc.,  for the Port St. Lucie, FL facility.
      Material details in which this  Lease Agreement  differs
      from  Exhibit  10.1 are that the base rent per year is YEAR 1
      $560,000, YEAR 2 $575,556, YEAR 3 $598,889,  and YEAR 4  $618,644.

   6. Lease Agreement dated June 15, 1998 with Health Care Property
      Investors,  Inc., Healthcare Property Investors,  Inc.,  for
      the Piggot, AR facility. Material details in which this
      Lease Agreement  differs from  Exhibit  10.1 are that the
      base rent per year is YEAR 1 $290,000, YEAR 2 $298,056, YEAR 3
      $310,139,  and YEAR 4 $320,369.

   7. Lease Agreement dated June 15, 1998 with Health Care Property
      Investors,  Inc.,  for the Lake City, FL facility. Material
      details in which this  Lease Agreement  differs from
      Exhibit  10.1 are that the base rent per year is YEAR 1
      $330,000,  YEAR 2 $339,157, YEAR 3 $352,917,  and YEAR 4 $364,558.

   8. Lease Agreement dated June 15, 1998 with Health Care Property
      Partners, for the Omro, Wisconsin facility. Material details
      in which this  Lease Agreement  differs from  Exhibit 10.1
      are that the base rent per year is YEAR 1 $400,000, YEAR 2 $411,111,
      YEAR 3 $427,778,  and YEAR 4  $441,889.

   9. Lease Agreement dated June 15, 1998 with Health Care Propery
      Partners,  for the Walnut Cove, NC facility. Material details
      in which this Lease Agreement differs from Exhibit 10.1 are
      that the base rent per year is YEAR 1 $350,000,  YEAR 2
      $359,722, YEAR 3 $374,306, and YEAR 4 $386,653.

  10. Lease Agreement dated June 15, 1998 with Health Care
      Property Partners, for the Orlando, FL facility. Material
      details in which this  Lease Agreement  differs from
      Exhibit  10.11 are that the base rent per year is YEAR 1
      $560,000, YEAR 2 $575,556,  YEAR 3 $598,889,  and YEAR 4 $618,644.