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                                                                 EXHIBIT 10.11


                   AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

        THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") is
made and entered into effective as of December 5, 1997, by and between ARV
ASSISTED LIVING, INC., a California corporation (the "Company") and HOWARD G.
PHANSTIEL, an individual ("Executive").

                                    RECITALS
                                    --------

        Whereas, the Company and Executive have entered into that certain
Executive Employment Agreement (the "Agreement") effective as of December 5,
1997; and

        Whereas, the Company and Executive desire to amend the Agreement.

        NOW, THEREFORE, the Company and Executive agree as follows:

                                    AGREEMENT
                                    ---------

1. Capitalized terms used herein shall have the same meaning as set forth in the
   Agreement.

2. Section 4.1 of the Agreement is hereby amended to state that Executive's
   Base Salary shall be Three Hundred Fifty Thousand Dollars ($350,000).

3. Section 4.3 of the Agreement is deleted and the following is substituted in
   its place:

    4.3 BONUSES. On July 1, 1998, the Company shall pay to Executive as a bonus
    an amount equal to Ninety-Three Thousand Seven Hundred Fifty Dollars
    ($93,750) (the "Minimum Bonus"). The Minimum Bonus in later years shall in
    no event be less than the Minimum Bonus in effect for the prior year and
    shall, at the discretion of the Compensation Committee, be increased with
    each Base Salary Increase. In addition, commencing with the 1998 calendar
    year, operational and financial targets for performance for any one calendar
    year shall be established by the Board, based on the earnings of the Company
    and other criteria as determined by mutual agreement between Executive and
    the Compensation Committee of the Board, on or before March 31st of that
    year. No later than December 31st of each year, the Board shall award to
    Executive an additional bonus (the "Additional Bonus"), as determined in the
    discretion of the Board, based on achieving the agreed-upon targets. The
    Additional Bonus, when added to the Minimum Bonus, is expected to range from
    One Hundred Twenty-Five Thousand Dollars ($125,000) to Two Hundred Fifty
    Thousand Dollars ($250,000) for the year ending December 31, 1998, with a
    target, for planning purposes only, established at One Hundred Eighty-Seven
    Thousand Five Hundred Dollars ($187,500). Executive's Additional Bonus shall
    be paid, at Executive's election, in either December or January.

4. Except as amended hereunder, the Agreement shall remain in full force and
   effect.



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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the date first above written.

THE COMPANY                                      EXECUTIVE

ARV ASSISTED LIVING, INC.,
a California corporation

                                                 /s/ Howard G. Phanstiel
                                                 -------------------------------
By:   /s/ Graham P. Espley-Jones                 HOWARD G. PHANSTIEL
      -------------------------------------
      Graham P. Espley-Jones,
      Executive Vice President, CFO


By:   /s/ Sheila M. Muldoon
      -------------------------------------
      Sheila M. Muldoon
      Vice President and General Counsel