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                                                                    EXHIBIT 10.4

                                    TERM NOTE


Lender: LFSRI II Assisted Living LLC                    New York, New York
Principal Amount:  $10,000,000.00                       April 24, 2000


                  FOR VALUE RECEIVED, the undersigned ARV Assisted Living Inc.,
a Delaware corporation (the "Borrower"), hereby promises to pay to the order of
the Lender set forth above or its assigns or transferees (the "Holder") the
Principal Amount set forth above, or, if less, the aggregate unpaid principal
amount of the Term Loans (as defined in the Loan Agreement referred to below)
owing to the Holder, payable at such times, and in such amounts, as are
specified in the Loan Agreement.

                  The Borrower promises to pay interest on the unpaid principal
amount of the Term Loans from the date made until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in
the Loan Agreement.

                  Both principal and interest are payable in Dollars to the
Holder, at LFSRI II Assisted Living, L.L.C., c/o Lazard Freres Real Estate
Investors, L.L.C., 30 Rockefeller Plaza, New York, NY 10020, Attention: Chief
Financial Officer and General Counsel, or any other address indicated in writing
by the Holder to the Borrower, in immediately available funds.

                  This Note is entitled to the benefits of the Term Loan
Agreement, dated as of April 24, 2000 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Loan Agreement"),
among the Borrower and the Lender. Capitalized terms used herein and not defined
herein are used herein as defined in the Loan Agreement.

                  The Loan Agreement, among other things, (i) provides for the
making of Term Loans by the Lender to the Borrower in an aggregate principal
amount not to exceed $10,000,000, the indebtedness of the Borrower resulting
from such Term Loans being evidenced by this Note and (ii) contains provisions
for acceleration of the maturity of the unpaid principal amount of this Note
upon the happening of certain stated events and also for prepayments on account
of the principal hereof prior to the maturity hereof, upon the terms and
conditions therein specified.

                  Demand, diligence, presentment, protest and notice of
non-payment and protest are hereby waived by the Borrower.

                  This Note shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.

                  IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed and delivered by its duly authorized officer as of the day and year and
at the place set forth above.

                                            ARV Assisted Living, Inc., a
                                            Delaware corporation




                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:



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For value received, [          ] ("           ")
hereby assigns, sells and conveys to ______________ all of its
right, title and interest in and to the
Term Note of ______ dated as of ______, 2000, payable to the
order of ________ or its assigns and transferees ______, ________________

                                            By:
                                               ---------------------------------
                                               Title:



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                       LOANS AND REPAYMENTS OF TERM LOANS


<TABLE>
<CAPTION>
                       Amount of Term      Amount of Principal of          Unpaid Principal Balance
         Date              Loans              Term Loans Repaid                  of Term Loans              Notation Made By
         ----              -----              -----------------                  -------------              ----------------
<S>                    <C>                 <C>                             <C>                              <C>
</TABLE>