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                                                                   EXHIBIT 10.19



                           PURCHASE AND SALE AGREEMENT



        THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered
into as of the 18th day of March, 1999, by and between ARV ASSISTED LIVING,
INC., a Delaware corporation ("ARV"), and BELLA VITA ARV, INC., a Florida
corporation ("BVARV") (both of the foregoing being sometimes hereinafter
collectively referred to as "Sellers"), and ASPEN AMBER PARK, LLC, a Colorado
limited liability company ("Aspen Amber Park"), ASPEN BELLA VITA, LLC, a
Colorado limited liability company ("Aspen Bella Vita"), ASPEN GAYTON TERRACE,
LLC, a Colorado limited liability company ("Aspen Gayton Terrace"), ASPEN
WOODSIDE VILLAGE, LLC, a Colorado limited liability company ("Aspen Woodside
Village"), and ASPEN WYNDHAM LAKES, LLC, a Colorado limited liability company
("Aspen Wyndham Lakes") (all of the foregoing being sometimes hereinafter
collectively referred to as "Purchasers").


                                    RECITALS

        This Agreement is made with respect to the following facts:

        A. ARV is the owner of that certain 122-unit retirement facility
commonly known as "Amber Park," located at 3801 East Galbraith Road, in the City
of Cincinnati, County of Hamilton, State of Ohio, consisting of (1) the real
property legally described in EXHIBIT A attached hereto (the "Amber Park Land"),
(2) all buildings and other improvements located on the Amber Park Land (the
"Amber Park Improvements"), and (3) those items of equipment and personal
property owned by ARV which are used in connection with the maintenance and
operation of the Amber Park Land and the Amber Park Improvements (the "Amber
Park Personal Property").

        B. BVARV is the owner of that certain 114-unit retirement facility
commonly known as "Bella Vita," located at 1420 E. Venice Avenue, in the City of
Venice, County of Sarasota, State of Florida, consisting of (1) the real
property legally described in EXHIBIT B attached hereto (the "Bella Vita Land"),
(2) all buildings and other improvements located on the Bella Vita Land (the
"Bella Vita Improvements"), and (3) those items of equipment and personal
property owned by BVARV or ARV which are used in connection with the maintenance
and operation of the Bella Vita Land and the Bella Vita Improvements (the "Bella
Vita Personal Property").

        C. ARV is the owner of that certain 96-unit retirement facility commonly
known as "Gayton Terrace," located at 12401 Gayton Road, in the County of
Henrico, State of Virginia, consisting of (1) the real property legally
described in EXHIBIT C attached hereto (the "Gayton Terrace Land"), (2) all
buildings and other improvements located on the Gayton Terrace Land (the "Gayton
Terrace Improvements"), and (3) those items of equipment and personal property
owned by ARV which are used in connection with the maintenance and operation of
the Gayton Terrace Land and the Gayton Terrace Improvements (the "Gayton Terrace
Personal Property").


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        D. ARV is the owner of that certain 215-unit retirement facility
commonly known as "Woodside Village," located at 19455 Rockside Road, in the
City of Bedford, County of Cuyahoga, State of Ohio, consisting of (1) the real
property legally described in EXHIBIT D attached hereto (the "Woodside Village
Land"), (2) all buildings and other improvements located on the Woodside Village
Land (the "Woodside Village Improvements"), and (3) those items of equipment and
personal property owned by ARV which are used in connection with the maintenance
and operation of the Woodside Village Land and the Woodside Village Improvements
(the "Woodside Village Personal Property").

        E. ARV is the owner of that certain 246-unit retirement facility
commonly known as "Wyndham Lakes," located at 10660 Old St. Augustine Road, in
the City of Jacksonville, County of Duval, State of Florida, consisting of (1)
the real property legally described in EXHIBIT E attached hereto (the "Wyndham
Lakes Land"), (2) all buildings and other improvements located on the Wyndham
Lakes Land (the "Wyndham Lakes Improvements"), and (3) those items of equipment
and personal property owned by ARV which are used in connection with the
maintenance and operation of the Wyndham Lakes Land and the Wyndham Lakes
Improvements (the "Wyndham Lakes Personal Property").

        F. Subject to and upon the terms and conditions set forth in this
Agreement, (1) ARV wishes to sell the Amber Park Property (hereinafter defined)
to Aspen Amber Park, and Aspen Amber Park wishes to acquire the Amber Park
Property, (2) BVARV wishes to sell the Bella Vita Property (hereinafter defined)
to Aspen Bella Vita, and Aspen Bella Vita wishes to acquire the Bella Vita
Property, (3) ARV wishes to sell the Gayton Terrace Property (hereinafter
defined) to Aspen Gayton Terrace, and Aspen Gayton Terrace wishes to acquire the
Gayton Terrace Property, (4) ARV wishes to sell the Woodside Village Property
(hereinafter defined) to Aspen Woodside Village, and Aspen Woodside Village
wishes to acquire the Woodside Village Property, and (5) ARV wishes to sell the
Wyndham Lakes Property (hereinafter defined) to Aspen Wyndham Lakes, and Aspen
Wyndham Lakes wishes to acquire the Wyndham Lakes Property.


                                    AGREEMENT

    In consideration of the mutual promises and agreements set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1.   Incorporation of Recitals and Exhibits. The Recitals set forth above and
     the exhibits attached to this Agreement are hereby incorporated by this
     reference.

2.   Definitions. As used in this Agreement, the following terms shall have the
     following meanings:

2.1  "Amber Park Loan" shall mean that certain loan from Bank United to ARV
     having an approximate principal balance of $3,500,000.

2.2  "Amber Park Property" shall mean, collectively, (a) the Amber Park Real
     Property, (b) the Amber Park Personal Property, (c) ARV's right, title and
     interest in and to all Contracts relating to the Amber Park Real Property
     or the Amber Park Personal Property, (d) ARV's

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     right, title and interest as landlord under all Leases affecting the Amber
     Park Real Property, (e) ARV's right, title and interest in and to all
     assignable Permits relating to the Amber Park Real Property, (f) ARV's
     right, title and interest in and to all Warranties relating to the Amber
     Park Real Property or the Amber Park Personal Property, (g) ARV's right,
     title and interest in and to all Plans relating to the Amber Lake Real
     Property and (h) ARV's right, title and interest in and to all Intangible
     Property relating to the Amber Park Real Property including, without
     limitation, the name "Amber Park."

2.3  "Amber Park Real Property" shall mean, collectively, the Amber Park Land
     and the Amber Park Improvements.

2.4  "Bella Vita Loan" shall mean that certain loan from Washington Federal
     Savings Bank to BVARV having an approximate principal balance of
     $6,280,000.

2.5  "Bella Vita Property" shall mean, collectively, (a) the Bella Vita Real
     Property, (b) the Bella Vita Personal Property, (c) BVARV's right, title
     and interest in and to all Contracts relating to the Bella Vita Real
     Property or the Bella Vita Personal Property, (d) BVARV's right, title and
     interest as landlord under all Leases affecting the Bella Vita Real
     Property, (e) BVARV's right, title and interest in and to all assignable
     Permits relating to the Bella Vita Real Property, (f) BVARV's right, title
     and interest in and to all Warranties relating to the Bella Vita Real
     Property or the Bella Vita Personal Property, (g) BVARV's right, title and
     interest in and to all Plans relating to the Bella Vita Real Property and
     (h) BVARV's right, title and interest in and to all Intangible Property
     relating to the Bella Vita Real Property including, without limitation, the
     name "Bella Vita."

2.6  "Bella Vita Real Property" shall mean, collectively, the Bella Vita Land
     and the Bella Vita Improvements.

2.7  "Contracts" shall mean, collectively, all agreements for the repair or
     maintenance of, or provision of services to, the Amber Park Real Property
     or the Amber Park Personal Property, the Bella Vita Real Property or the
     Bella Vita Personal Property, the Gayton Terrace Real Property or the
     Gayton Terrace Personal Property, the Woodside Village Real Property or the
     Woodside Village Personal Property, or the Wyndham Lakes Real Property or
     the Wyndham Lakes Personal Property, to the extent a Seller's interest
     thereunder is assignable and subject to Section 9.9 hereof.

2.8  "Gayton Terrace Property" shall mean, collectively, (a) the Gayton Terrace
     Real Property, (b) the Gayton Terrace Personal Property, (c) ARV's right,
     title and interest in and to all Contracts relating to the Gayton Terrace
     Real Property or the Gayton Terrace Personal Property, (d) ARV's right,
     title and interest as landlord under all Leases affecting the Gayton
     Terrace Real Property, (e) ARV's right, title and interest in and to all
     assignable Permits relating to the Gayton Terrace Real Property, (f) ARV's
     right, title and interest in and to all Warranties relating to the Gayton
     Terrace Real Property or the Gayton Terrace Personal Property, (g) ARV's
     right, title and interest in and to all Plans relating to the Gayton
     Terrace Real Property and (h) ARV's right, title and interest in and to all
     Intangible Property relating to the Gayton Terrace Real Property including,
     without limitation, the name "Gayton Terrace."



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2.9  "Gayton Terrace Real Property" shall mean, collectively, the Gayton Terrace
     Land and the Gayton Terrace Improvements.

2.10 "Improvements" shall mean, collectively, the Amber Park Improvements, the
     Bella Vita Improvements, the Gayton Terrace Improvements, the Woodside
     Village Improvements and the Wyndham Lakes Improvements.

2.11 "Intangible Property" shall mean any and all rights, privileges and
     appurtenances owned by each Seller and in any way related to, or used in
     connection with, the operation of the Real Property or Personal Property
     owned by such Seller, excluding such Seller's Real Property, Improvements,
     Personal Property, Leases, Contracts, Warranties, Permits and Plans.

2.12 "Leases" shall mean those leases or occupancy agreements affecting the
     Amber Park Property, the Bella Vita Property, the Gayton Terrace Property,
     the Woodside Village Property or the Wyndham Lakes Property, and all rent,
     income and proceeds arising therefrom and security and other deposits made
     by the tenants thereunder.

2.13 "Loans" shall mean, collectively, the Amber Park Loan, the Bella Vita Loan,
     the Woodside Village Loan and the Wyndham Lakes Loan.

2.14 "Permits" shall mean all governmental permits, licenses, certificates and
     authorizations relating to the use or operation of any of the Real Property
     including, without limitation, all permits, licenses, certificates and
     authorizations required for the use, occupancy, operation and management of
     the Real Property as an assisted living or residential care facility with
     all services currently provided at such Real Property as of the Effective
     Date.

2.15 "Personal Property" shall mean, collectively, the Amber Park Personal
     Property, the Bella Vita Personal Property, the Gayton Terrace Personal
     Property, the Woodside Village Personal Property and the Wyndham Lakes
     Personal Property.

2.16 "Plans" shall mean all site plans, surveys, soil and substratus studies,
     architectural drawings, plans and specifications, engineering plans and
     studies, electrical and mechanical plans and studies, floor plans,
     landscape plans, environmental assessment reports, engineering, structural
     or physical inspection reports, appraisals, feasibility studies, marketing
     plans and promotional materials, tenant questionnaires and studies and
     other plans and studies of any kind if existing and in a Seller's
     possession or control that relate to the Real Property or the Personal
     Property owned by such Seller.

2.17 "Properties" shall mean, collectively, the Amber Park Property, the Bella
     Vita Property, the Gayton Terrace Property, the Woodside Village Property
     and the Wyndham Lakes Property. A "Property" refers to one of the
     Properties, as the context may require.

2.18 "Real Property" shall mean, collectively, the Amber Park Real Property, the
     Bella Vita Real Property, the Gayton Terrace Real Property, the Woodside
     Village Real Property and the Wyndham Lakes Property.



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2.19 "Woodside Village Loan" shall mean that certain loan from Bank United to
     ARV having an approximate principal balance of $5,250,000.

2.20 "Woodside Village Property" shall mean, collectively, (a) the Woodside
     Village Real Property, (b) the Woodside Village Personal Property, (c)
     ARV's right, title and interest in and to all Contracts relating to the
     Woodside Village Real Property or the Woodside Village Personal Property,
     (d) ARV's right, title and interest as landlord under all Leases affecting
     the Woodside Village Real Property, (e) ARV's right, title and interest in
     and to all assignable Permits relating to the Woodside Village Real
     Property, (f) ARV's right, title and interest in and to all Warranties
     relating to the Woodside Village Real Property or the Woodside Village
     Personal Property, (g) ARV's right, title and interest in and to all Plans
     relating to the Woodside Village Real Property and (h) ARV's right, title
     and interest in and to all Intangible Property relating to the Woodside
     Village Real Property including, without limitation, the name "Woodside
     Village."

2.21 "Woodside Village Real Property" shall mean, collectively, the Woodside
     Village Land and the Woodside Village Improvements.

2.22 "Warranties" shall mean all unexpired assignable warranties and guarantees
     relating to the Amber Park Real Property or the Amber Park Personal
     Property, the Bella Vita Real Property or the Bella Vita Personal Property,
     the Gayton Terrace Real Property or the Gayton Terrace Personal Property,
     the Woodside Village Real Property or the Woodside Village Personal
     Property, or the Wyndham Lakes Real Property or the Wyndham Lakes Personal
     Property.

2.23 "Wyndham Lakes Loan" shall mean that certain loan from HRPT Properties
     Trust to ARV having an approximate principal balance of $5,000,000.

2.24 "Wyndham Lakes Property" shall mean, collectively, (a) the Wyndham Lakes
     Real Property, (b) the Wyndham Lakes Personal Property, (c) ARV's right,
     title and interest in and to all Contracts relating to the Wyndham Lakes
     Real Property or the Wyndham Lakes Personal Property, (d) ARV's right,
     title and interest as landlord under all Leases affecting the Wyndham Lakes
     Real Property, (e)ARV's right, title and interest in and to all assignable
     Permits relating to the Wyndham Lakes Real Property, (f) ARV's right, title
     and interest in and to all Warranties relating to the Wyndham Lakes Real
     Property or the Wyndham Lakes Personal Property, (g) ARV's right, title and
     interest in and to all Plans relating to the Wyndham Lakes Real Property
     and (h) ARV's right, title and interest in and to all Intangible Property
     relating to the Wyndham Lakes Real Property including, without limitation,
     the name "Wyndham Lakes."

2.25 "Wyndham Lakes Real Property" shall mean, collectively, the Wyndham Lakes
     Land and the Wyndham Lakes Improvements.



3.   Purchase and Sale. Subject to and upon the terms and conditions set forth
     in this Agreement, (a) ARV wishes to sell the Amber Park Property to Aspen
     Amber Park, and Aspen Amber Park wishes to acquire the Amber Park Property,
     (b) BVARV wishes to sell the Bella Vita Property to Aspen Bella Vita, and
     Aspen Bella Vita wishes to acquire the Bella Vita



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     Property, (c) ARV wishes to sell the Gayton Terrace Property to Aspen
     Gayton Terrace, and Aspen Gayton Terrace wishes to acquire the Gayton
     Terrace Property, (d) ARV wishes to sell the Woodside Village Property to
     Aspen Woodside Village, and Aspen Woodside Village wishes to acquire the
     Woodside Village Property, and (e) ARV wishes to sell the Wyndham Lakes
     Property to Aspen Wyndham Lakes, and Aspen Wyndham Lakes wishes to acquire
     the Wyndham Lakes Property. For purposes of this Agreement, "Effective
     Date" shall mean the date of mutual execution and delivery of this
     Agreement by all of the parties hereto.

4.   Purchase Price. The aggregate purchase price for the Properties (the
     "Purchase Price") shall be $32,250,000.

4.1  Allocation of Purchase Price. The Purchase Price shall be allocated as
     follows:

<TABLE>
<S>                          <C>        
Amber Park                   $ 2,850,000
Bella Vita                     8,500,000
Gayton Terrace                 7,300,000
Woodside Village              11,350,000
Wyndham Lakes                  2,250,000
                             -----------
TOTAL                        $32,250,000
</TABLE>

     Such allocation shall be binding on Sellers and Purchasers for all purposes
under this Agreement, including, without limitation, whenever and wherever the
values of the Properties must be separately stated in any instrument or document
which, pursuant to applicable law, must be filed with any public agency or
entity in connection with the closing of the transaction contemplated by this
Agreement.

4.2  Payment of Purchase Price. The Purchase Price shall be payable as follows:

4.2.1 The sum of $1,000,000 (together with all accrued interest thereon, the
     "Deposit") shall be paid by Purchaser to First American Heritage Title
     Company, 633 Seventeenth Street, Suite 1700, Denver, Colorado 80202
     ("Escrow Agent"), in immediately available funds on or before March 26,
     1999. Escrow Agent shall deposit such sum in an interest-bearing account
     and hold such money as an earnest money deposit hereunder. The Deposit
     shall be allocated among the Properties as follows:

<TABLE>
<S>                        <C>     
Amber Park                 $ 88,375
Bella Vita                  263,550
Gayton Terrace              226,350
Woodside Village            351,950
</TABLE>



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<TABLE>
<S>                      <C>   
Wyndham Lakes                69,775
                         ----------
TOTAL                    $1,000,000
</TABLE>

     This Agreement constitutes the joint instructions of Sellers and Purchasers
to Escrow Agent to hold and disburse the Deposit in accordance with the
provisions of this Agreement, and to perform all other duties and obligations of
Escrow Agent hereunder. If requested by Escrow Agent, Sellers and Purchasers
shall join in the execution of separate instructions confirming the duties and
obligations of Escrow Agent with respect to the Deposit and otherwise.

4.2.2 A portion of the Purchase Price shall be paid by Purchasers' assumption of
     the Loans, in accordance with the terms and conditions of Section 7 hereof.
     The Purchase Price shall be credited in an amount equal to the aggregate
     principal indebtedness at the time of Closing under the Loans which were
     assumed by Purchasers. Without limiting the foregoing, but subject to
     Section 7.1.5 hereof, if the outstanding principal balance of a Loan
     assumed by a Purchaser is greater than the portion of the Purchase Price
     allocable to the Property to which such Loan relates, then the aggregate
     Purchase Price allocable to the other Properties not yet closed shall be
     credited in an amount equal to such excess outstanding indebtedness.

4.2.3 The balance of the Purchase Price, subject to adjustment in accordance
     with Section 11 hereof, shall be delivered into escrow with Escrow Agent at
     least one (1) business day prior to the closing of the purchase transaction
     contemplated hereby with respect to each Property (the "Closing") in cash,
     by certified or cashier's check, wire transfer or other immediately
     available funds.

5.   Purchasers' Investigations.

5.1  Inspection Period. Purchasers shall have until 11:59 p.m., Mountain Time,
     on March 18, 1999 (the "Inspection Period") to investigate the Properties
     and all matters relevant to the acquisition, financing, ownership,
     operation and marketability thereof. Such right of investigation shall
     include, without limitation, the right to have made, at Purchasers'
     expense, any studies or inspections of the Properties that Purchasers may
     reasonably deem necessary or appropriate. Sellers agree to cooperate
     reasonably with any such investigations, inspections or studies made by or
     at Purchasers' direction so long as such cooperation is at no expense or
     liability to any Sellers. Purchasers shall conduct all such inspections in
     a reasonable manner consistent with and not likely to disturb the normal
     operations of the Properties and so as to minimize disruption to the
     residents of the Properties. Promptly after undertaking any testing or
     inspection, Purchasers shall restore each Property to its condition prior
     to any such test or inspection. If Purchasers terminate this Agreement
     under this Section, then, upon Sellers' reimbursement of Purchasers for any
     costs incurred in connection therewith, Purchasers shall provide Sellers
     with the results of any test, report, study or other non-privileged
     document obtained by Purchasers in connection with any of their
     inspections.

5.2  Due Diligence Materials.

5.2.1 Property Documents. At all times from and after the Effective Date,
     Sellers shall make available to Purchasers, at the offices of Aspen
     Retirement Corporation, 252 Clayton Street, 



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     Second Floor, Denver, Colorado 80206, and/or at the Properties, all of the
     books, records and documents in any way related to the development,
     ownership, use, financing, operation, maintenance, occupancy or
     marketability of any of the Properties which are in the possession or
     control of Sellers or Sellers' agents, including, without limitation, the
     following: (a) a list of the Personal Property, (b) a written description
     of all inventories of food and medical supplies (the "Food and Medical
     Inventories") then maintained by Sellers in connection with the Properties,
     (c) a list of all Contracts, together with copies of all written Contracts
     and a written description of all unwritten or oral Contracts, (d) copies of
     any Permits and Warranties, (e) copies of the Leases, (f) copies of all
     documents relating to the Loans, including, but not limited to, promissory
     notes, deeds of trust, guaranties, environmental indemnity agreements,
     default notices, and all other certificates, affidavits, notices,
     agreements and other instruments relating to the Loans, (g) copies of each
     Seller's financial statements for the years 1996, 1997 and 1998 and each
     Seller's financial statements for the first two (2) months of 1999, (h)
     copies of the most recent ad valorem tax statements covering the Real
     Property and the Personal Property, together with a copy of any notice of
     increase in valuation or taxes received by each Seller since such tax
     statements were issued, (i) copies of all inspection reports and surveys
     relating to any of the Properties, including without limitation, all
     department of health, social services, sanitation and fire reports and
     surveys, (j) all Plans and (k) such other documents as Purchasers may
     request including, without limitation, those materials described in EXHIBIT
     F attached hereto.

5.2.2 Rent Roll. Each Seller has delivered to the applicable Purchaser a rent
     roll (the "Rent Roll"), certified by such Seller as true, accurate and
     complete as of a date no earlier than the Effective Date, containing the
     following information for each of the Leases: the name of the tenant; the
     apartment, by number, leased by each tenant; the type of apartment leased
     by each tenant (e.g., studio, 1-bedroom, etc.) and the area, in square
     feet, of each such apartment, together with the same information for each
     vacant apartment in the Improvements; the term of each such lease, tenancy
     or other occupancy arrangement; the amount of any security or other
     refundable deposit held on behalf of any tenant; the total amount of rent
     (including base rent and any additional rent, e.g. for rental of
     appliances, assisted living or other services) due from each tenant per
     month; the current asking rent for each apartment; any existing monetary
     defaults by the tenants under any of such Leases and any existing defaults
     by the landlord or nonmonetary defaults by the tenants under any of such
     Leases; any concessions or free rent that any of such tenants have been
     granted in the past or to which they are entitled in the future; and the
     amount of any rents that have been paid in advance under any of such
     leases, tenancies or other occupancy arrangements (other than for the
     current month).

5.2.3 Title and Survey. Sellers represent to Purchasers that Sellers have
     furnished Purchasers with true and complete copies of (a) each Seller's
     owner's title insurance policy relating to the Properties and (b) the most
     recent survey of each Property in the possession or control of Sellers or
     Sellers' agents (the "Surveys"). Purchaser has requested title insurance
     commitments or title reports from First American Title Insurance Company
     (the "Title Company"), including copies of all recorded exceptions to title
     referred to therein (collectively, the "Title Commitments"), reflecting
     title to each Property. Sellers acknowledge receipt from Purchasers'
     counsel of three letters dated March 23, 1999 and March 24, 1999
     (collectively, the "Title Letter"), setting forth Purchasers' objections
     with 



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     respect to the Title Commitments and UCC searches conducted by Purchasers,
     and Sellers shall, at their sole expense, prior to the Closing, use their
     best efforts to cure such objections. Failure of Purchasers to disapprove
     of any exception not objected to in the Title Letter will be deemed to
     evidence Purchasers' approval of such exception (but without waiving any
     covenant, warranty or representation of Sellers pursuant to this
     Agreement). Sellers' obligation to cure such exceptions may, if such method
     is acceptable to Purchasers as to any specific exception, include the
     obligation to obtain title insurance for the applicable Purchaser against
     such exception and to pay additional premiums or costs which the Title
     Company charges for such protection. If despite Sellers' best efforts to
     cure such exceptions, each of such exceptions has not been cured by Sellers
     prior to the Closing, then, notwithstanding anything to the contrary in
     this Agreement, Purchasers may at their option terminate this Agreement and
     receive a refund of the Deposit, whereupon the parties will be relieved
     from all obligations hereunder except for those obligations which survive
     termination of this Agreement (the "Surviving Obligations") or waive their
     objections to title and proceed in accordance with this Agreement. If
     Purchasers do not terminate this Agreement pursuant to this Section or
     Section 5.3 hereof, then the "Permitted Exceptions" hereunder shall be any
     encumbrance or exception arising from the acts or omissions of Purchasers
     and the exceptions to title disclosed in the Title Commitments, excluding
     (a) any delinquent taxes or assessments, (b) subject to Section 7 hereof,
     any monetary liens or encumbrances, (c) the standard printed exceptions or
     (d) any exceptions to which Purchasers object in writing during the
     Inspection Period. If required to cause the Title Company to delete the
     standard printed exceptions from any owner's title insurance policy to be
     issued to a Purchaser at the Closing, Sellers will execute such
     certificates, affidavits or other instruments as the Title Company may
     require to confirm that no changes have been made to any Property since the
     date of the Survey applicable to such Property.

5.3  Termination. If, on or before 11:59 p.m., Mountain Time, on March 18, 1999,
     Purchasers give Sellers written notice ("Notice of Disapproval") setting
     forth Purchasers' dissatisfaction with the Properties for any reason
     whatsoever in Purchasers' sole discretion, and states in such notice
     Purchasers' unequivocal election to terminate this Agreement, then the
     Deposit shall be returned to Purchasers, this Agreement shall terminate and
     both parties shall be relieved from any further liability hereunder, except
     for the Surviving Obligations. Subject to Section 5.2.3 hereof, Purchasers'
     failure to provide a Notice of Disapproval on or before the expiration of
     the Inspection Period shall constitute Purchasers' approval of all such
     matters relating to the Properties, but without waiving or limiting any
     rights Purchasers have with respect to any violation of any covenant,
     warranty or representation of Sellers pursuant to this Agreement. If
     Purchasers do not terminate this Agreement as described in the preceding
     sentence, then this Agreement shall remain in full force and effect in
     accordance with its terms, and the Deposit shall become nonrefundable,
     subject only to those terms of this Agreement which provide for a refund of
     the Deposit to Purchasers after expiration of the Inspection Period.


5.4  Indemnity. The applicable Purchaser shall indemnify, defend and hold the
     applicable Seller, its shareholders, directors, officers, employees,
     agents, successors and assigns harmless from and against any expenses,
     damages and liabilities, including reasonable attorneys' fees, that such
     Seller, its shareholders, directors, officers, employees, agents,
     successors or assigns may suffer or incur arising out of any claims for
     property damage, personal injury or claims 



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<PAGE>   10

     from materialmen or laborers which in turn arise from such Purchaser's
     investigations under this Section 5. These indemnification obligations of
     Purchasers shall survive any termination of this Agreement.

6.   Title Defects. If any update of a Title Commitment delivered after the
     Inspection Period shall show any exceptions which are not Permitted
     Exceptions (each, a "New Exception") or shall contain any additional
     requirements, Sellers shall, at their sole expense, use their best efforts
     prior to Closing, to cure such New Exceptions and satisfy such
     requirements. Sellers' obligation to cure such New Exceptions shall, if
     such method is acceptable to Purchasers as to any specific exception,
     include the obligation to obtain title insurance for Purchasers against
     such exception and to pay additional premiums or costs which the Title
     Company charges for such protection. If Sellers are unable, after using
     their best efforts, to cure a New Exception, Purchasers shall be entitled
     to all rights and remedies therefor, including, without limitation,
     specific performance with abatement, damages and/or termination of this
     Agreement. If this Agreement is terminated under any provision of this
     Section, the Deposit shall be returned to Purchasers and all parties shall
     be relieved of any further obligations hereunder.

7.   Financings; Approvals.

7.1.1 Assumption of Loans. Sellers have informed Purchasers that (a) the Amber
     Park Property is financed by the Amber Park Loan, (b) the Bella Vita
     Property is financed by the Bella Vita Loan, (c) the Woodside Village
     Property is financed by the Woodside Village Loan and (d) the Wyndham Lakes
     Property is financed by the Wyndham Lakes Loan. Aspen Amber Park wishes to
     assume the Amber Park Loan, Aspen Bella Vita wishes to assume the Bella
     Vita Loan, Aspen Woodside Village wishes to assume the Woodside Village
     Loan, and Aspen Wyndham Lakes wishes to assume the Wyndham Lakes Loan. In
     furtherance hereof, Sellers authorize Purchasers to communicate with the
     lenders ("Lenders"; for purposes of the Bella Vita Loan, the term "Lender"
     shall include the U.S. Department of Housing and Urban Development ("HUD"))
     under the Loans for the purpose of evaluating the applicable Purchaser's
     assumption of the applicable Loan, and Sellers and Purchasers agree to
     cooperate with each other to obtain the applicable Lender's consent to
     assumption of its Loan by the applicable Purchaser, and such cooperation
     will include the parties' prompt delivery to the Lenders of such financial
     and other information as the Lenders may reasonably require.

7.1.2 Loan Terms. Except as otherwise expressly provided in this Section 7.1.2
     with respect to the Amber Park Loan and the Woodside Village Loan, no
     Purchaser shall be deemed to have agreed to assume any Loan if a Lender's
     consent thereto is conditioned upon a requirement that any person or entity
     provides any guaranties of the Loan or upon any change in the terms of such
     Loan or if the assumption documents are not satisfactory in form and
     substance to Purchasers in their sole discretion; provided, however, that
     notwithstanding the foregoing, the parties agree to cooperate with each
     other in requesting the Lender of the Amber Park Loan and the Woodside
     Village Loan to extend the stated maturity date of such Loans. If a Lender
     states its willingness to allow a Purchaser to assume the Loan provided
     that such Purchaser causes another person or entity to provide a guaranty
     or agrees to a change in the terms thereof (either of which is referred to
     herein as "Changed Loan Terms"), 



                                       10
<PAGE>   11

     including without limitation, an increased interest rate or shortened
     maturity date, or if the assumption documents are not satisfactory in form
     and substance to Purchasers in their sole discretion, then, subject to the
     provisions of Section 7.1.4 and 7.1.5, Purchasers may prior to Closing
     elect to terminate this Agreement, whereupon the Deposit shall be returned
     to Purchasers and both parties shall be relieved of any further liabilities
     or obligations hereunder except for the Surviving Obligations.

7.1.3 Lender Fees and Expenses. Purchasers shall be responsible for the payment
     of any and all review fees, processing fees, transfer fees, assumption
     fees, appraisal fees, title insurance premiums and other fees and expenses,
     including attorneys' fees and expenses, incurred by Lenders in connection
     with their review and evaluation of the sale of the applicable Property and
     the applicable Purchaser's assumption of the applicable Loan (collectively,
     "Lenders' Fees"), except that Sellers shall be responsible for all Lenders'
     Fees payable in connection with Aspen Bella Vita's assumption of the Bella
     Vita Loan and except that Sellers and Purchaser will share equally any
     assumption fee charged by the Lender of the Wyndham Lakes Loan. The
     parties' liability for the payment of Lenders' Fees shall survive Closing
     or any termination of this Agreement.

7.1.4 Amber Park and Woodside Village Loans. If the Lender under the Amber Park
     Loan and/or the Woodside Village Loan shall fail to approve the applicable
     Purchaser's assumption of such Loan on or before the date of Closing, or
     shall condition such approval on the applicable Purchaser's consent to
     Changed Loan Terms or upon the applicable Purchaser's execution of
     assumption documents not satisfactory in form and substance to such
     Purchaser in its sole discretion, then the parties shall nonetheless
     proceed to Closing (subject to Sections 7.1.5 and 7.2 hereof), the
     applicable Purchaser shall pay the Purchase Price for such Property in cash
     or other immediately available funds, and the applicable Seller shall cause
     such Lender to release the applicable Property from all of its liens. In
     such instance, the applicable Seller shall be responsible for the payment
     of all prepayment fees or penalties arising out of the prepayment of any
     such Loan.

7.1.5 Bella Vita and Wyndham Lakes Loans. If the Lender under the Bella Vita
     Loan and/or the Wyndham Lakes Loan shall fail to approve the applicable
     Purchaser's assumption of such Loan on or before the Closing Date, or shall
     condition such approval on the applicable Purchaser's consent to Changed
     Loan Terms, or upon the applicable Purchaser's execution of assumption
     documents not satisfactory in form and substance to such Purchaser in its
     sole discretion, then the applicable Purchaser may elect by written notice
     to Sellers to periodically extend the Closing Date with respect to the
     applicable Property for a total period not to exceed one hundred eighty
     (180) days within which the applicable Purchaser shall continue its efforts
     to obtain the Lender's approval without any Changed Loan Terms; provided,
     that such 180-day period may be extended at such Purchaser's election for
     an additional period not to exceed ninety (90) days so long as the
     applicable Lender is continuing to review the parties' application for such
     Purchaser's assumption of the Loan. If,at the expiration of such one
     hundred eighty (180)- day period, as it may have been extended, (a) the
     Lender under the Bella Vita Loan has not granted such approval, then this
     Agreement shall terminate with respect to the Bella Vita Property, and
     Sellers and Purchasers shall be relieved of all further obligations
     hereunder (except Surviving Obligations) insofar as such obligations apply
     to the Bella Vita Property, and the allocable 


                                       11
<PAGE>   12

     portion of the Deposit will be returned to Purchasers, and (b) the Lender
     under the Wyndham Lakes Loan has not granted such approval, then Aspen
     Wyndham Lakes shall pay the Purchase Price for the Wyndham Lakes Property
     in cash or other immediately available funds, and ARV shall cause such
     Lender to release the Wyndham Lakes Property from all of its liens; in such
     instance, ARV shall be responsible for the payment of all prepayment fees
     or penalties arising out of the prepayment of such Loan. Notwithstanding
     anything in Section 4.2.2 hereof to the contrary, if the principal amount
     to be assumed under the Wyndham Lakes Loan is greater than the Purchase
     Price allocable to the Wyndham Lakes Property and the sale of all of the
     other Properties has previously closed, then ARV shall (a) prepay such
     portion of the Wyndham Lakes Loan as is necessary to reduce the outstanding
     principal balance of such Loan to the principal amount of such Loan to be
     assumed by Aspen Wyndham Lakes and shall pay all prepayment fees and
     penalties associated therewith (and Aspen agrees that ARV may negotiate the
     amount of such prepayment fees and penalties with the Lender) and (b) pay
     to Aspen Wyndham Lakes an amount equal to the difference between the
     Purchase Price allocable to the Wyndham Lakes Property and the outstanding
     principal indebtedness to be assumed by Aspen Wyndham Lakes with respect to
     the Wyndham Lakes Loan; provided, that if ARV shall fail to make the
     payments described in the preceding sentence, this Agreement shall
     terminate with respect to the Wyndham Lakes Property and Sellers and
     Purchasers shall be relieved of all further obligations hereunder (except
     Surviving Obligations) insofar as such obligations apply to the Wyndham
     Lakes Property, and the allocable portion of the Deposit will be returned
     to Purchasers. Purchasers shall proceed diligently and in good faith to
     obtain the approval of the applicable Lenders to the applicable Purchaser's
     assumption of the Bella Vita Loan and the Wyndham Lakes Loan, provided that
     nothing herein shall obligate Purchasers to accept any Changed Loan Terms
     or assumption documents not satisfactory to it in its sole discretion.

7.2  Gayton Terrace Approval.

7.2.1 HUD Consent. The parties acknowledge that pursuant to a Foreclosure Sale
     Use Agreement dated August 26, 1996, between ARV and HUD, HUD must deliver
     its written consent (the "HUD Consent") to ARV's sale of the Gayton Terrace
     Property to Aspen Gayton Terrace. Sellers and Purchasers agree to cooperate
     with each other to obtain the HUD Consent, and Purchasers shall proceed
     diligently and in good faith to obtain the HUD Consent. If the HUD Consent,
     in form and substance reasonably satisfactory to Purchasers, has not been
     obtained on or before the Closing Date, then Aspen Gayton Terrace may elect
     by written notice to ARV to periodically extend the Closing Date with
     respect to the Gayton Terrace Property for a total period not to exceed one
     hundred eighty (180) days within which Aspen Gayton Terrace shall continue
     its efforts to obtain the HUD Consent; provided, that such 180-day period
     may be extended at Aspen Gayton Terrace's election for an additional period
     not to exceed ninety (90) days so long as HUD is continuing to review the
     parties' application for Aspen Gayton Terrace's acquisition fo the Gayton
     Terrace Property. If, at the expiration of such one hundred eighty (180)-
     day period, as it may have been extended, HUD has not delivered the HUD
     Consent, then this Agreement shall terminate with respect to the Gayton
     Terrace Property, and Sellers and Purchasers shall be relieved of all
     further obligations hereunder (except Surviving Obligations) insofar as
     such obligations apply to the 



                                       12
<PAGE>   13

     Gayton Terrace Property, and the allocable portion of the Deposit will be
     returned to Purchasers.

7.2.2 Gayton Terrace Loan. If the parties have not received the HUD Consent on
     or before the Closing Date, then Aspen Gayton Terrace shall on the Closing
     Date make a loan to ARV (the "Gayton Terrace Loan") in the stated principal
     amount of $2,000,000, subject to and upon the terms and conditions set
     forth in this Section. The Gayton Terrace Loan shall bear interest at a
     non-default rate of fifteen percent (15%) per annum and shall mature on
     March 30, 2000; prior to the maturity of the Gayton Terrace Loan, payments
     of interest only in arrears shall be due and payable on the first (1st) day
     of each month. The Loan shall be evidenced by a promissory note made by ARV
     to Aspen Gayton Terrace and will be secured by a deed of trust or mortgage,
     as customary in the Commonwealth of Virginia (the "Gayton Terrace
     Mortgage"), and by an assignment of leases and rents. Such loan documents
     shall be negotiated by the parties prior to the Closing Date, and Aspen
     Gayton Terrace's agreement to make the Gayton Terrace Loan shall be subject
     to ARV's execution and delivery of loan documents in form and substance
     satisfactory to Aspen Gayton Terrace in its sole discretion. The Gayton
     Terrace Mortgage shall constitute a second lien against the Gayton Terrace
     Property, subject only to a first lien in favor of Imperial Bank, as agent
     ("Imperial"), securing a line of credit in the stated amount of $10,000,000
     (the "Imperial Bank Lien"). A default under the Imperial Bank Lien or the
     loan secured thereby shall constitute a default under the Gayton Terrace
     Loan. It shall be a condition to Aspen Gayton Terrace making the Gayton
     Terrace Loan that Imperial Bank and Aspen Gayton Terrace enter into one or
     more subordination and intercreditor agreements (collectively, the
     "Intercreditor Agreement") that provide, among other things, that (a)
     Imperial shall approve the Gayton Terrace Loan and the recordation of the
     Gayton Terrace Mortgage, (b) Imperial shall be obligated to release the
     Imperial Bank Lien upon payment of a release price of $4,571,622, and (c)
     Aspen Gayton Terrace shall acknowledge that the Gayton Terrace Mortgage
     shall be junior and subordinate to the Imperial Lien. If the Intercreditor
     Agreement has not been executed and delivered by Imperial on or before the
     Closing Date, then the period for obtaining the Intercreditor Agreement and
     Aspen Gayton Terrace's making the Gayton Terrace Loan shall be extended to
     April 30, 1999; if the Intercreditor Agreement has not been executed and
     delivered by Imperial on or before April 30, 1999, (i) Aspen Gayton Terrace
     shall not make the Gayton Terrace Loan, and (ii) Aspen Gayton Terrace's
     right to acquire the Gayton Terrace Property in accordance with the terms
     and conditions of this Agreement shall remain in full force and effect, and
     the parties shall proceed under Section 7.3 hereof. At the Closing of the
     Gayton Terrace Property, all principal of, accrued interest on and other
     amounts outstanding under the Gayton Terrace Loan shall be credited against
     the Purchase Price allocable to the Gayton Terrace Property, which credit
     shall satisfy the Gayton Terrace Loan. ARV shall be responsible for all
     out-of-pocket costs and expenses relating to the Gayton Terrace Loan,
     including recording costs and the costs of a mortgagee's title insurance
     policy in favor of Aspen Gayton Terrace, insuring the Gayton Terrace
     Mortgage in the amount of the Gayton Terrace Loan, subject only to the
     Permitted Exceptions and the Imperial Bank Lien. All of ARV's obligations
     under and with respect to the Gayton Terrace Loan shall be deemed to be
     Surviving Obligations for purposes of this Agreement.



                                       13
<PAGE>   14

7.3  Escrowed Documents. In the event that, on or before the Closing Date, the
     Lender under the Bella Vita Loan has not approved Aspen Bella Vita's
     assumption of the Bella Vita Loan, the Lender under the Wyndham Lakes Loan
     has not approved Aspen Wyndham Lakes' assumption of the Wyndham Lakes Loan
     and/or HUD has not delivered the HUD Consent with respect to the Gayton
     Terrace Property, then the parties shall nonetheless execute all of the
     documents contemplated by Section 10.2 hereof with respect to the Bella
     Vita Property, the Wyndham Lakes Property and the Gayton Terrace Property
     (except the settlement statements described in Section 10.2.18) and deliver
     original, undated counterparts of all such documents to the Title Company
     to hold in escrow pending the parties' receipt of the applicable approvals.
     On the Closing Date, the parties will execute (a) an escrow agreement
     directing the Title Company to hold all such documents relating to the
     Bella Vita Property in escrow until the first to occur of (i) the parties'
     receipt of the Lender's approval of Aspen Bella Vita's assumption of the
     Bella Vita Loan in accordance with Section 7.1.5 hereof, in which event the
     Title Company shall be directed to close the sale of the Bella Vita
     Property and the parties shall execute settlement statements and such other
     remaining documents as may be required to close the sale of the Bella Vita
     Property or (ii) termination of this Agreement with respect to the Bella
     Vita Property in accordance with Section 7.1.5 hereof, whereupon the Title
     Company shall be directed to return all of the escrowed documents to the
     respective parties who deposited such documents; (b) an escrow agreement
     directing the Title Company to hold all such documents relating to the
     Wyndham Lakes Property in escrow until the first to occur of the parties'
     receipt of the Lender's approval of Aspen Wyndham Lakes' assumption of the
     Wyndham Lakes Loan in accordance with Section 7.1.5 hereof or the Lender's
     failure to grant such approval, in which event the Title Company shall be
     directed to close the sale of the Wyndham Lakes Property and the parties
     shall execute settlement statements and such other remaining documents as
     may be required to close the sale of the Wyndham Lakes Property in
     accordance with Section 7.1.5 hereof; and (c) an escrow agreement directing
     the Title Company to hold all such documents relating to the Gayton Terrace
     Property in escrow until the first to occur of (i) the parties' receipt of
     the HUD Consent in the form prescribed by Section 7.2.1 hereof, in which
     event the Title Company shall be directed to close the sale of the Gayton
     Terrace Property and the parties shall execute settlement statements and
     such other remaining documents as may be required to close the sale of the
     Gayton Terrace Property or (ii) termination of this Agreement with respect
     to the Gayton Terrace Property in accordance with Section 7.2.1 hereof,
     whereupon the Title Company shall be directed to return all of the escrowed
     documents to the respective parties who deposited such documents. The
     parties will share equally all escrow fees charged by the Title Company in
     connection with the escrow agreements described herein.

8.   Representations and Warranties.

8.1  Seller Representations. Each Seller represents and warrants to the
     applicable Purchaser, with respect to such Seller and the Property to be
     conveyed to such Purchaser by such Seller, as follows:

8.1.1 ARV is a corporation, duly organized and existing and in good standing
     under the laws of the State of Delaware. ARV is qualified to transact
     business, and is in good standing, as a foreign corporation in the States
     of Florida, Ohio and Virginia. ARV has full right and authority to enter
     into this Agreement and to consummate the transactions contemplated 



                                       14
<PAGE>   15

     hereby. Each of the persons signing this Agreement on behalf of ARV is
     authorized to do so. ARV shall furnish to Purchasers any and all documents
     to evidence such authority as Purchasers shall reasonably request.

8.1.2 BVARV is a corporation, duly organized and existing and in good standing
     under the laws of the State of Florida. BVARV has full right and authority
     to enter into this Agreement and to consummate the transactions
     contemplated hereby. Each of the persons signing this Agreement on behalf
     of BVARV is authorized to do so. BVARV shall furnish to Purchasers any and
     all documents to evidence such authority as Purchasers shall reasonably
     request.

8.1.3 Seller is not a "foreign person" within the meaning of Section 1445 of the
     Internal Revenue Code.

8.1.4 Seller has not granted to any party other than Purchaser any option,
     contract or other agreement with respect to a purchase or sale of the
     Property to be conveyed by Seller or any portion thereof.

8.1.5 No third party approval or consent is required to enter into this
     Agreement or to consummate the transaction contemplated hereby, except to
     the extent that Lender approvals are required under Section 7 hereof and
     except for the HUD Consent. To the best of Seller's knowledge, the entering
     into and consummation of the transactions contemplated hereby will not
     conflict with, or with or without notice or the passage of time or both,
     constitute a default under, any contract, lease or other agreement to which
     Seller is a party or by which Seller may be bound or of any law, rule,
     license, regulation, judgment, order or decree governing or affecting any
     Seller or Property. This Agreement and all documents required hereby to be
     executed by Seller are and shall be valid, legally binding obligations of
     and enforceable against Seller in accordance with their terms.

8.1.6 To Seller's knowledge, Seller is not in default of any of its obligations
     under the Permitted Exceptions or the Contracts. There are no Contracts
     other than those set forth on the list of Contracts made available by
     Seller to Purchaser hereunder. The copies of all Contracts delivered by
     Seller to Purchaser hereunder are true, accurate and complete copies of
     such documents (including all amendments or modifications thereto) and the
     written descriptions of oral or unwritten Contracts are true, accurate and
     complete and do not omit any material terms. All Contracts which are
     assigned to Purchaser at Closing pursuant to Section 9.9 are in full force
     and effect and unmodified and no party to such Contracts is in default or
     breach under the terms and conditions thereof. Except for the Permitted
     Exceptions, the Leases and the Contracts assigned to Purchaser at Closing
     pursuant to Section 9.9, there are no contracts, agreements or obligations
     of any kind or nature relating to the Property and to which Purchaser will
     be bound or the Property will be subject after Closing.

8.1.7 Seller has not entered into any labor union agreements or collective
     bargaining agreements with respect to the Property or any employee working
     at or for the Property. Subject to Sections 9.1 and 10.3 hereof, there are
     no employees of Seller employed in connection with the use, management,
     maintenance or operation of the Property whose 



                                       15
<PAGE>   16

     employment will continue after the Closing Date. Pending Seller's receipt
     of a notice from Purchaser as described in Section 9.1 hereof, Seller will
     not transfer any employees to other facilities owned or operated by Seller
     or any of its affiliates or offer other employment to any employees
     employed in connection with the use, management, maintenance or operation
     of the Property. Seller has not received any notice of any violation of any
     law applicable to the employment of persons at the Property to be conveyed
     by such Seller. No labor union or collective bargaining representative
     represents any of the employees at the Property and there is no ongoing
     union campaign to solicit the employees' authorization of a union or to
     request National Labor Relations Board certification of a union election.

8.1.8 Seller has not received any notice of a violation of the Occupational
     Safety and Health Act or similar applicable federal or state laws.

8.1.9 Seller has good and marketable fee simple title to the Property, free and
     clear of all matters affecting title to the Property, except for the
     Permitted Exceptions and the Leases.

8.1.10 Except for any parties in possession pursuant to, and any rights of
     possession granted under, the Leases, the Permitted Exceptions or the
     Contracts, there are no parties in possession of any part of the Real
     Property, and there are no other rights of possession which have been
     granted to any third party or parties.

8.1.11 There are no mechanics' or materialmen's liens of record against the
     Property, nor are there any unsatisfied charges, debts, liabilities, claims
     or obligations arising from the construction, ownership, maintenance or
     operation of or otherwise relating to the Property, which could give rise
     to any mechanic's or materialmen's or constitutional, statutory or common
     law lien against the Property, or any part thereof.

8.1.12 Each of the Leases is with a bona fide tenant in possession or with a
     right to possession of the demised premises. Each of the Leases is in full
     force and effect, has not been modified, amended or rescinded and the
     rights of each tenant thereunder are as tenants only (no tenant under any
     of the Leases has any ownership interest or option or right of first
     refusal to acquire any ownership interest in the Property and no such
     tenant has any right or option to renew or extend the lease term or to
     lease additional space except as provided in its Lease and as specifically
     noted in the Rent Roll). No Lease has a term longer than twelve (12)
     months. No commissions to any broker or leasing agent are due or will
     become due on account of any of the Leases or upon extension or renewal of
     the original term thereof, whether or not pursuant to an option contained
     in such lease. To Seller's knowledge, no default (including a default with
     respect to the payment of rent) exists or is claimed to exist on the part
     of the tenant under any of the Leases and no right or claim of set-off
     against rent exists or has been asserted by any tenant under such leases
     except as described in the Rent Roll. The Rent Roll discloses all security
     and other deposits made by each of the tenants under the Leases, and no
     tenant is entitled to any rebate, deduction or concession which is not
     disclosed thereon. All decorating, alterations or other work or furnishing
     of services required by any enforceable agreement to be performed on or
     prior to Closing by or on behalf of Seller for any tenant of the Property,
     or the cost thereof to be reimbursed to any such tenant, have been
     performed or reimbursed or will be performed or reimbursed by Seller at its
     cost (or a proration credit extended to Purchaser) prior to or at the
     Closing.



                                       16
<PAGE>   17

     Seller has not received any advance payment of rent (other than for the
     current month) on account of any of the Leases except as shown in the Rent
     Roll. There are no written or oral leases or tenancies or other occupancy
     arrangements of any kind or nature whatsoever affecting the Property other
     than those listed in the Rent Roll.

8.1.13 All financial statements delivered to or made available to Purchaser
     under Section 5.2.1 hereof are true and correct and do not omit any
     material information relating to the Property.

8.1.14 Except as expressly disclosed in this Section 8.1.14, Seller has no
     knowledge of a material defect in or to any of the design, workmanship,
     materials, quality or condition of any of the Improvements, the Real
     Property, the Personal Property or with respect to the air conditioning,
     heating, plumbing and electrical systems, and any other mechanical or
     operating systems or the roof, foundation and load-bearing structure. At
     the Closing, ARV will assign to Aspen Woodside Village any claim that ARV
     has with respect to the Woodside Village Improvements under its insurance
     policies and all of ARV's insurance proceeds in connection with such claims
     and will credit Aspen Woodside Village with the amount of any deductible
     under ARV's insurance policy (reduced by the amount of any funds
     theretofore actually expended by Sellers to repair the damage covered by
     such insurance proceeds); Sellers represent that they have not settled and
     will not settle any such insurance claim.

8.1.15 All water, sewer, gas, electricity, telephone and other utilities serving
     the Improvements are supplied directly to the Improvements by facilities of
     public utilities and the cost of installation of such utilities has been
     fully paid. All such utility services are fully functional and operational,
     and Seller has no knowledge of, and has not received any notice of, any
     potential stoppage or interruption of such utility services.

8.1.16 To Seller's knowledge, the Property is in compliance in all material
     respects (both as to condition and use) with all applicable statutes,
     ordinances, codes (including, but not limited to, zoning, building,
     subdivision, pollution, environmental protection, water disposal, health,
     fire and safety engineering codes), and the rules and regulations of, any
     governmental authority having jurisdiction over the Property. Seller has
     not received notice of any violation of any of the foregoing or notice that
     any alterations are required to the Property to comply with any of the
     foregoing.

8.1.17 There are no requirements of any insurance carrier covering the Property
     or any portion thereof with which Seller has not fully complied.

8.1.18 All Permits required for the operation of the Property as it is currently
     being operated have been obtained and are in full force and effect. There
     are no violations under any of the Permits and, except as disclosed in
     writing to Purchasers, there have been no prior violations (either actual
     or alleged) under any of the Permits. Seller has no knowledge of any
     circumstance which could reasonably be expected to result in the
     withdrawal, revocation or suspension of any Permit. Neither Seller nor the
     Property has applied for or received any allowable variances or other
     exemptions from applicable regulatory requirements.



                                       17
<PAGE>   18

8.1.19 There are no actions, suits, proceedings or claims pending or, to
     Seller's knowledge, threatened with respect to or in any manner affecting
     the Property or the ability of the Seller to consummate the transaction
     contemplated by this Agreement. Seller covenants and agrees to indemnify
     and hold harmless (including for all reasonable legal fees and all other
     costs and expenses) Purchaser on account of any actions, demands, suits,
     proceedings, liabilities or obligations arising or accruing in connection
     with the Property from acts or omissions of Seller occurring prior to
     Closing.

8.1.20 There are no pending or threatened condemnation or similar proceedings
     affecting the Property, or any part thereof, and to the best of Seller's
     knowledge, no such proceeding is contemplated by any governmental
     authority. The Property is not situated within any special assessment
     district other than the districts revealed by the most recent statement for
     real property taxes for the Property. The Property is not subject to any
     special assessments except for those relating to such districts. Seller has
     no knowledge of any proposal under which the Property is to be placed in
     any other special assessment district.

8.1.21 To the best of Seller's knowledge,

(a)  the Property does not contain asbestos or material containing asbestos;

(b)  the Property does not contain PCBs or PCB Items, as those terms are defined
     in 40 C.F.R. Part 761;

(c)  the Property does not contain above ground or underground storage tanks, as
     those terms are defined in 42 U.S.C. Section 6901 et seq. ("RCRA");

(d)  there is and has been no release of petroleum into the environment from an
     above ground or underground storage tank at the Property, as those terms
     are defined in RCRA;

(e)  there is and has been no release or threatened release, other than
     federally permitted releases, of hazardous substances or pollutants or
     contaminants into the environment from or through the Property as those
     terms are defined in 42 U.S.C. Section 9601 et seq. ("CERCLA");

(f)  the Property is not used, and has not been used, for the generation,
     transportation, treatment, storage or disposal of hazardous substances,
     pollutants, or contaminants, as those terms are defined in CERCLA and RCRA;

(g)  the Property is in compliance with all applicable federal, state and local
     environmental statutes, regulations, ordinances, and any permits,
     approvals, or judicial or administrative orders issued thereunder; and

(h)  the Property contains no conditions that could result in recovery by any
     governmental or private party of remedial or removal costs, natural
     resource damages, property damages, damages for personal injuries, or other
     costs, expenses or damages, or could result in injunctive relief, arising
     from any alleged injury or threat of injury to health, safety, or the
     environment relating to the Property.



                                       18
<PAGE>   19

Without limiting the representation in this Section 8.1.21, Sellers agree to
indemnify, defend and hold harmless Purchasers from and against any and all
liabilities, losses, damages, claims, costs and expenses (including, without
limitation, reasonable attorneys' fees) arising in connection with the presence
of any hazardous substance on, under, in or about the Woodside Village Property
resulting directly or indirectly from any leaks in any underground storage tanks
now or heretofore located under the real property situated northwest of the
Woodside Village Property across Rockside Road, which real property is as of the
Effective Date referred to as the "Sam's Club site." This indemnity shall
survive the Closing for a period of two (2) years from the Closing Date.

8.1.22 The stated maturity date of the Amber Park Loan is October 1, 1999; the
     stated maturity date of the Bella Vita Loan is July 1, 2035; the stated
     maturity date of the Woodside Village Loan is October 1, 1999; and the
     stated maturity date of the Wyndham Lakes Loan is March 31, 2006; and none
     of the foregoing maturity dates has been accelerated or extended as of the
     date hereof. The copies of all documents delivered by Seller to Purchaser
     hereunder with respect to each Loan relating to a Property are true,
     accurate and complete copies of such documents (including all amendments or
     modifications thereto) and do not omit any material terms. To Seller's
     knowledge, there exists no default or event which, with the passing of time
     or the giving of notice or both, could constitute a default under any of
     the documents evidencing or securing or otherwise relating to such Loan.

8.1.23 All representations and warranties made by Sellers in this Agreement, and
     all information contained in any statement, document or certificate
     furnished to Purchasers in connection with this transaction, are free from
     any untrue statement of material fact and do not omit to state any material
     facts necessary to make the statements contained herein or therein not
     misleading. The copies of any documents furnished to Purchasers in
     connection with this transaction are true and complete copies of the
     documents they purport to be.

8.2  Purchaser Representations. Each Purchaser represents and warrants to the
     applicable Seller with respect to such Purchaser that:

8.2.1 Aspen Amber Park is a limited liability company duly organized and
     existing and in good standing under the laws of the State of Colorado.
     Purchaser has full right and authority to enter into this Agreement and to
     consummate the transactions contemplated hereby. Each of the persons
     signing this Agreement on behalf of Purchaser is authorized to do so.

8.2.2 Aspen Bella Vita is a limited liability company duly organized and
     existing and in good standing under the laws of the State of Colorado.
     Purchaser has full right and authority to enter into this Agreement and to
     consummate the transactions contemplated hereby. Each of the persons
     signing this Agreement on behalf of Purchaser is authorized to do so.

8.2.3 Aspen Woodside Village is a limited liability company duly organized and
     existing and in good standing under the laws of the State of Colorado.
     Purchaser has full right and authority to enter into this Agreement and to
     consummate the transactions contemplated hereby. Each of the persons
     signing this Agreement on behalf of Purchaser is authorized to do so.



                                       19
<PAGE>   20

8.2.4 Aspen Wyndham Lakes is a limited liability company duly organized and
     existing and in good standing under the laws of the State of Colorado.
     Purchaser has full right and authority to enter into this Agreement and to
     consummate the transactions contemplated hereby. Each of the persons
     signing this Agreement on behalf of Purchaser is authorized to do so.

8.2.5 No third party approval or consent is required to enter into this
     Agreement or to consummate the transaction contemplated hereby, except to
     the extent that Lender approvals are required under Section 7 hereof and
     except for the HUD Consent. To the best of Purchaser's knowledge, the
     entering into and consummation of the transactions contemplated hereby will
     not conflict with, or with or without notice or the passage of time or
     both, constitute a default under, any contract, lease or other agreement to
     which Purchaser is a party or by which Purchaser may be bound or of any
     law, rule, license, regulation, judgment, order or decree governing or
     affecting any Purchaser or Property. This Agreement and all documents
     required hereby to be executed by Purchaser are and shall be valid, legally
     binding obligations of and enforceable against Purchaser in accordance with
     their terms.

8.2.6 Purchasers have available funds sufficient to pay the Purchase Price.

8.3  Effective Date; Survival. All of the representations and warranties made by
     Sellers or Purchasers in this Section 8 are made as of the Effective Date.
     At Closing, each Seller shall deliver to the applicable Purchaser a
     certificate pursuant to which such Seller shall reaffirm the
     representations and warranties made by such Seller in Section 8.1 as of the
     date of Closing, and each Purchaser shall deliver to the applicable Seller
     a certificate pursuant to which such Purchaser shall reaffirm the
     representations and warranties in Section 8.2 as of the date of Closing.
     All of such representations shall survive Closing.

8.4  No Other Representations. Purchasers acknowledge and agree as follows: (a)
     except as specifically set forth in this Agreement, Sellers have made no
     representations or warranties of any kind whatsoever, express or implied,
     in connection with this Agreement, the purchase of the Properties by
     Purchasers, the physical condition of any Property or whether any Property
     is appropriate for Purchaser's intended use; (b) prior to the expiration of
     the Inspection Period, Purchasers shall have (or shall have chosen not to
     have) fully investigated the Properties and all matters pertaining thereto;
     (c) Purchasers have entered into this Agreement with the intention of
     making and relying on their own investigation of the physical,
     environmental, economic and legal condition of the Properties; and (d)
     Purchasers are not relying on any statements, representations or
     warranties, other than those specifically set forth in this Agreement, made
     by Sellers or anyone acting or claiming to act on Sellers' behalves
     concerning the Properties, and that Purchasers shall purchase the
     Properties in their "as is" condition on the Closing Date and assume the
     risk that adverse physical, environmental, economic or legal conditions may
     exist. Nothing in this Section 8.4 shall be deemed to waive, modify, limit
     or otherwise affect any covenant, warranty or representation or agreement
     by Sellers pursuant to this Agreement, it being intended that all such
     covenants, representations and warranties and agreements shall remain in
     full force and effect for the benefit of Purchasers regardless of anything
     herein to the contrary.



                                       20
<PAGE>   21

9.   Covenants of Seller. With respect to the Property owned by it, each Seller
     hereby covenants with Purchasers as follows:

9.1  Operation of Property Until Closing. Prior to Closing, each Seller shall
     operate and manage the Property to be conveyed by it in a normal
     businesslike manner, in compliance with all applicable laws, rules and
     regulations, maintaining present services and Permits, and shall perform
     when due all of its obligations under the Leases, the Contracts and the
     Permitted Exceptions. Prior to Closing, Purchasers will provide Sellers
     with notice (the "Employment Notice") identifying which employees Purchaser
     wishes to retain at the Property after the Closing (the "Designated
     Employees"); upon Sellers' receipt of the Employment Notice, but subject to
     Section 10.3 hereof, Sellers will terminate all employees effective as of
     the Closing Date, and Purchasers shall be entitled to employ all Designated
     Employees identified in the Employment Notice, and Sellers will not
     thereafter transfer any Designated Employees to other facilities owned or
     operated by Seller or any of its affiliates or offer other employment to
     any Designated Employees. Prior to the date on which Sellers receive the
     Employment Notice, Sellers will not transfer any employees to other
     facilities owned or operated by Seller or any of its affiliates or offer
     other employment to any employees employed in connection with the use,
     management, maintenance or operation of the Property. Each Seller shall be
     solely responsible for the payment and satisfaction of all liabilities
     arising in favor of the terminated employees for periods prior to Closing,
     and shall indemnify and hold Purchaser harmless from any such liabilities,
     which obligation shall survive the Closing. Purchaser assumes no
     responsibilities under or in connection with any employment agreements or
     arrangements entered into by any Seller.

New Agreements. After the expiration of the Inspection Period, no Seller shall
     enter into any new Leases or Contracts which will after the Closing affect
     the use, operation or enjoyment of the Property to be conveyed by such
     Seller without Purchaser's prior written consent, which consent may be
     withheld in Purchaser's sole discretion, provided that nothing herein shall
     prohibit a Seller from entering into a Lease which has a term of twelve
     (12) months or less and a rental not less than those reflected on the Rent
     Roll as current asking rent. Sellers shall promptly notify the applicable
     Purchaser of any Leases or Contracts entered into by a Seller prior to the
     expiration of the Inspection Period and shall furnish such Purchaser with a
     copy thereof.

9.2  Rent. No Seller shall accept any payments of rent under any of the Leases
     in advance of the then-current month.

9.3  Insurance. Each Seller shall maintain in full force and effect an "all
     risk" insurance policy covering the Improvements in an amount not less than
     their full replacement cost.

9.4  Condition of Property. Each Seller shall operate and maintain the Property
     in good order, condition and repair.

9.5  Taxes. Each Seller shall pay, prior to delinquency, all real property and
     personal property taxes which become due and payable with respect to the
     Property.



                                       21
<PAGE>   22

9.6  Litigation. Each Seller shall promptly advise Purchasers of the
     commencement of any litigation by or against such Seller pertaining to the
     Property.

9.7  Loan Documents. Each Seller shall (a) make all regular payments of
     interest, principal and escrow payments on the Loans which become due and
     payable on or before the Closing Date and (b) comply with all of the terms
     of the documents relating to the Loans and not modify or request the waiver
     of any of the terms thereof without Purchasers' prior written consent.

9.8  Termination of Contracts. Sellers shall assign to the applicable Purchaser
     at Closing those Contracts which are listed in EXHIBIT G attached hereto.
     Each Seller agrees to terminate, by written notice to the other party(ies)
     thereto, all Contracts other than those which are listed in EXHIBIT G,
     which termination shall be effective as of the earliest termination date
     permitted under each such Contract. Without limiting the indemnity
     contemplated by Section 10.2.7 hereof, Sellers agree to indemnify, defend
     and hold harmless Purchasers from and against any and all liabilities,
     losses, damages, claims, costs and expenses (including, without limitation,
     reasonable attorneys' fees) arising in connection with any Contracts which
     are not listed in EXHIBIT G or terminated in accordance with this Section
     9.9; this indemnity shall survive the Closing. Each Seller shall deliver
     copies of all notices of termination given by any Seller hereunder to
     Purchasers.

9.9  No Further Encumbrances. Prior to the Closing of any individual Property,
     no Seller will grant any deed of trust, mortgage, lien, security interest
     or other encumbrance encumbering such Property or Seller's interest therein
     except for the Gayton Terrace Loan.

10.  Closing. Purchasers and Sellers agree that the purchase of the Properties
     will be consummated as follows:

10.1 Closing Date. The Closing will occur on March 30, 1999 (the "Closing
     Date"), at 10:00 a.m. Denver time at the offices of Purchasers' attorneys,
     Otten, Johnson, Robinson, Neff & Ragonetti, P.C., 950 Seventeenth Street,
     Denver, Colorado 80202.

10.2 Closing. Each of the following shall take place at the Closing:

10.2.1 Each Seller will deliver to the applicable Purchaser a duly executed and
     acknowledged deed, conveying to Purchaser all of Seller's right, title and
     interest in and to the Real Property owned by such Seller, subject only to
     the Leases and the Permitted Exceptions. Each deed delivered pursuant to
     this Section 10.2.1 shall be a special warranty deed unless a Property is
     situated in a jurisdiction that does not recognize special warranty deeds,
     in which event the deed shall be in the form customarily used in such
     jurisdiction for commercial property transactions.

10.2.2 Purchasers will pay to Sellers the balance of the Purchase Price, subject
     to adjustment as set forth in Section 11 hereof.

10.2.3 Sellers will deliver to Purchasers possession of the Properties.

10.2.4 Sellers will deliver to Purchasers all keys to the Improvements and any
     motor vehicles and the originals of all Leases, Contracts, Permits and
     Warranties in Sellers' possession.



                                       22
<PAGE>   23

10.2.5 Each Seller will deliver to the applicable Purchaser a duly executed
     special warranty bill of sale, conveying all of such Seller's right, title
     and interest in and to the Personal Property owned by such Seller. In
     addition, to the extent any of the Personal Property consists of motor
     vehicles, Sellers will deliver to Purchasers the original titles to such
     vehicles, free and clear from any and all liens. Without limiting the
     foregoing, ARV will also deliver to Aspen Amber Park title to the phones
     and phone system used in connection with the Amber Park Property, as
     described in Schedule A/Addendum A to that certain agreement dated August
     8, 1995, between Amber Park Retirement Community and The Huntington Leasing
     Company, and such phones and phone system will be delivered free and clear
     from any and all liens, including any lien of The Huntington Leasing
     Company.

10.2.6 Each Seller and Purchaser will deliver to each other a duly executed
     assignment and assumption of leases, pursuant to which each Seller shall
     assign all of its right, title and interest in and to the Leases pertaining
     to its Property to the applicable Purchaser, and such Purchaser shall
     assume and agree to perform all of the landlord's obligations under the
     Leases arising from and after the Closing Date; such Seller shall agree to
     indemnify, protect, defend and hold such Purchaser harmless from and
     against any and all claims, damages, liabilities, losses, costs or
     expenses, including reasonable attorneys' fees, asserted against or
     suffered or incurred by such Purchaser as a result of or in connection with
     any liabilities or obligations arising under the Leases and relating to
     periods prior to the Closing Date; and such Purchaser shall agree to
     indemnify, protect, defend and hold such Seller harmless from and against
     any and all claims, damages, liabilities, losses, costs and expenses,
     including reasonable attorneys' fees, asserted against or suffered or
     incurred by such Seller as a result of or in connection with any
     liabilities or obligations arising under the Leases and relating to periods
     from and after the Closing Date.

10.2.7 Each Seller and Purchaser will deliver to each other a duly executed
     general assignment, pursuant to which such Seller shall assign to the
     applicable Purchaser all of such Seller's right, title and interest in and
     to the Contracts, the Permits, the Warranties, the Plans and the Intangible
     Property, and such Purchaser shall assume and agree to perform all of such
     Seller's obligations thereunder; such Seller shall agree to indemnify,
     protect, defend and hold such Purchaser harmless from and against any and
     all claims, damages, liabilities, losses, costs or expenses, including
     reasonable attorneys' fees, asserted against or suffered or incurred by
     such Purchaser as a result of or in connection with any liabilities or
     obligations arising under the Contracts and relating to periods prior to
     the Closing Date; and such Purchaser shall agree to indemnify, protect,
     defend and hold such Seller harmless from and against any and all claims,
     damages, liabilities, losses, costs and expenses, including reasonable
     attorneys' fees, asserted against or suffered or incurred by such Seller as
     a result of or in connection with any liabilities or obligations arising
     under the Contracts and relating to periods from and after the Closing
     Date. In furtherance hereof, Sellers will cooperate with Purchasers to file
     such trade name affidavits or similar instruments as may be required to
     transfer to Purchasers the names under which the Properties operate.

10.2.8 Sellers shall deliver to Purchasers signed notifications to be sent to
     each tenant under the Leases after Closing advising of the transfer of
     ownership and directing that all further payments of rent be made as
     directed by Purchasers.



                                       23
<PAGE>   24

10.2.9 Sellers and Purchasers shall execute and/or deliver, as applicable, such
     assumption agreements, legal opinions, certificates, title insurance
     policies or endorsements and other documents as a Lender may require in
     connection with assumption of its Loan. If no Loan is to be assumed with
     respect to a Property, then Seller shall instead deliver to the Title
     Company at the Closing such payoff letters and/or releases as the Title
     Company requires to cause a release of any liens or encumbrances affecting
     such Property as of the Closing Date.

10.2.10 Sellers and Purchasers will deliver to each other a duly executed
     certificate as contemplated by Section 8.3 hereof. Each Seller's
     certificate will contain an update to the Rent Roll indicating any matters
     thereon that have changed from the date of the Rent Roll to the Closing
     Date.

10.2.11 ARV will deliver to Aspen Woodside Village such documents as are
     necessary or desirable to assign the claims and insurance proceeds
     described in Section 8.1.14 hereof.

10.2.12 To the extent applicable, the applicable Sellers and Purchasers will
     execute the escrow agreements contemplated by Section 7.3 hereof.

10.2.13 Sellers shall cause the Title Company to issue, or unconditionally
     commit to issue, to Purchaser its standard form ALTA extended coverage
     owner's policy of title insurance insuring marketable, insurable title to
     each parcel of Real Property in the amount of that portion of the Purchase
     Price allocable thereto, subject only to the Permitted Exceptions and the
     Leases (collectively, the "Title Policies").

10.2.14 Each Seller and Purchaser will deliver to the Title Company such
     affidavits and agreements as the Title Company may require or request to
     consummate the transactions contemplated by this Agreement.

10.2.15 Each Seller will deliver to the applicable Purchaser an affidavit of
     such Seller that evidences that it is exempt from the withholding
     requirements of Section 1445 of the Internal Revenue Code.

10.2.16 To the extent required by law, each Seller will deliver to the
     applicable Purchaser an affidavit of such Seller concerning compliance
     with, or exemption from, any applicable withholding laws of the states in
     which the Properties are located.

10.2.17 Sellers and Purchasers will execute and deliver any applicable transfer
     tax, transfer declaration, ownership information or other similar
     disclosure forms or reports required by the laws of the states in which the
     Properties are located.

10.2.18 Each Seller and Purchaser will execute settlement statements reflecting
     the Purchase Price allocable to the Property conveyed by such Seller to the
     applicable Purchaser and all adjustments and prorations to be made thereto
     pursuant to this Agreement including, without limitation, Section 11 below,
     and will pay, in immediately available funds, any amounts required to be
     paid by such party thereunder.

10.2.19 Sellers and Purchasers shall execute and deliver such other documents
     and shall take such other action at Closing as may be necessary or
     appropriate to carry out their 



                                       24
<PAGE>   25

     respective obligations under this Agreement, without further
     representations or warranties other than those contained herein.

10.3 Interim Management. If a Purchaser is unable to obtain all required permits
     and licenses with respect to any Property on or before the Closing Date,
     then Purchasers and Sellers shall nevertheless proceed to Closing (subject
     to Section 7 hereof), and, with respect to the Property or Properties for
     which a Purchaser has not obtained such permits and licenses (the
     "Non-Licensed Properties"), the applicable Purchaser will acquire title to
     the Non-Licensed Properties, and concurrently therewith each Seller
     conveying a Non-Licensed Property and such Purchaser will enter into a
     written lease and/or management agreement in substantially the forms
     attached hereto as EXHIBIT H. The parties agree to make such changes to
     such lease and/or management agreements as are reasonably necessary to
     comply with the requirements of all authorities responsible for issuing
     permits and licenses for the Properties. To the extent that any fines,
     penalties, assessments or other amounts are levied by any governmental or
     quasi-governmental authority or agency as a result of (a) the parties'
     failure to provide notice of the sale of the Properties within the required
     time period and/or (b) the Closing taking place prior to the expiration of
     any applicable notice periods, then, in any such event, Sellers shall be
     responsible for the payment of all such fines, penalties, assessments and
     other amounts, and Sellers' obligations with respect thereto shall survive
     the Closing. In furtherance hereof, Sellers will provide Purchasers with a
     credit against the Purchase Price allocable to the Bella Vita Property and
     the Wyndham Lakes Property in the amount of $5,000 for each such Property,
     representing the parties' estimate of the fines that may be assessed
     against the parties and/or such Properties as a result of the Closing
     taking place prior to the expiration of all applicable notice periods.
     Notwithstanding anything to the contrary in this Section, if any
     governmental or quasi-governmental authority or agency is required to
     review any lease/management arrangement contemplated hereby and such
     authority or agency rejects or disallows such lease/management arrangement
     for any reason whatsoever, then, at Purchasers' option, this Agreement
     shall terminate, the Deposit shall be returned to Purchasers, and the
     parties shall be relieved from all obligations hereunder except Surviving
     Obligations. Upon termination of the lease/management arrangement described
     in this Section 10.3, Purchasers shall be entitled to employ all Designated
     Employees and Sellers will not thereafter transfer any Designated Employees
     to other facilities owned or operated by Seller or any of its affiliates or
     offer other employment to any Designated Employees.

10.4 Right of First Refusal; Exclusive Right to Negotiate.

10.4.1 Right of First Refusal. For the period from the Effective Date to and
     including March 31, 2000, Purchasers and/or their affiliates (the "Buying
     Parties") shall have a first right of refusal (the "Right of First
     Refusal") with respect to the sale or transfer of any of the real property
     or real property interests (including, without limitation, leasehold
     interests) of Sellers and/or their affiliates (the "Selling Parties") as of
     the date hereof in those properties listed in EXHIBIT I attached hereto
     (which real property, together with any interest a Selling Party has in an
     entity which owns or leases such real property or real property interests,
     are referred to herein as the "Other Assets"), and Sellers hereby grant to
     Buying Parties such Right of First Refusal with respect to the Other
     Assets. If at any time or times during the term of such Right of First
     Refusal, any Selling Party receives an offer acceptable to it for 



                                       25
<PAGE>   26

     the purchase or transfer of an Other Asset, then the applicable party will
     forthwith forward a copy of such offer ("Acceptable Offer") to the Buying
     Parties at the address set forth in Section 16.9 of this Agreement. Buying
     Parties shall have a period of thirty (30) days after receiving such copy
     of the Acceptable Offer within which to notify the applicable Selling Party
     that Buying Parties wish to purchase the Property on the terms contained in
     the Acceptable Offer. If Buying Parties do not notify the applicable
     Selling Party within such 30-day period, then the applicable Selling Party
     may sell or transfer such Other Asset to the party who submitted the
     Acceptable Offer on the terms specified therein. Notwithstanding any such
     relinquishment, Buying Parties' rights under the Right of First Refusal
     shall remain in effect with respect to any Other Asset not covered by the
     Acceptable Offer, and if the transaction contemplated by the Acceptable
     Offer fails to close for any reason within one hundred twenty (120) days
     after Buying Parties' rejection or deemed rejection of an Acceptable Offer,
     with respect to any subsequent offer to purchase or transfer any or all of
     the Other Assets covered by such Acceptable Offer. On or before the
     Closing, Sellers will provide Purchasers with a list of the Other Assets,
     together with legal descriptions therefor. At Purchasers' request, Sellers
     will execute and deliver to Purchasers one or more memoranda describing the
     Right of First Refusal, and Sellers agree that Purchasers may record such
     memoranda in all applicable real estate records; provided, that if any
     existing loan documents or lease documents relating to any Other Asset
     prohibit the recording of a memorandum, Sellers shall use their best
     efforts to obtain the consent of any lender and/or landlord, as applicable,
     to recordation of such a memorandum, and the parties shall not record a
     memorandum with respect to an Other Asset until the applicable consents are
     obtained. The parties' agreements and obligations under this Section shall
     survive the Closing.

10.4.2 Exclusive Right to Negotiate. For the period from the Effective Date to
     and including April 30, 1999, Buying Parties shall have the sole and
     exclusive right to negotiate with Selling Parties for the sale or transfer
     of any or all of the Other Assets. Sellers agree that during such period of
     time, Sellers shall not offer for sale or transfer, solicit any offer for
     sale or transfer, entertain any offer for sale or transfer, discuss the
     possible sale or transfer of, list or market, directly or indirectly, any
     or all of the Other Assets. The parties will negotiate with each other in
     good faith during such period of time to endeavor to reach a definitive
     agreement(s) with respect to the Other Assets; provided, this provision
     shall not impose on any party an enforceable obligation to enter into any
     such purchase and sale agreement. In furtherance hereof, Sellers, on behalf
     of themselves and Selling Parties, shall cease any and all current
     negotiations, and not pursue any prior negotiations, with other parties for
     the sale or transfer or all or any of the Other Assets.

11.  Adjustments and Prorations. The applicable Seller and the applicable
     Purchaser shall make the adjustments and prorations at the Closing for each
     of the Properties, which adjustments and prorations shall be reflected,
     where appropriate, on the settlement sheets described in Section 10.2.18
     above:

11.1 Rentals. All income from the Leases and any portion of the Property (such
     as, e.g., parking rents or laundry income) shall be prorated as of the
     Closing on the basis that Purchaser shall receive a credit for all rent
     which Seller has actually received as of the Closing which is allocable to
     the period after the Closing. Purchaser shall receive all income 



                                       26
<PAGE>   27

     accruing on the Closing Date and thereafter. Seller shall receive all
     income accruing prior to the Closing Date. Delinquent rent due from tenants
     under the Leases prior to the Closing collected by Purchaser after the
     Closing shall be paid over by Purchaser to Seller as and when collected.
     Any rents collected by Purchaser after Closing shall be first applied to
     the current month's rent due on the date of receipt or rent to become due
     within fourteen days thereafter, then to delinquent rents for any period
     occurring from and after the Closing Date and then to delinquent rents for
     any period occurring prior to the Closing Date. Each Seller shall also give
     Purchaser credit for any security and other deposits held under the terms
     of the Leases.

11.2 Ad Valorem Taxes. All real estate and personal property taxes attributable
     to the Properties shall be prorated at Closing. Each Seller shall pay all
     such taxes attributable to its Property for any period prior to the Closing
     Date. If the applicable tax rate and assessments for the Property have not
     been established for the year in which Closing occurs, the proration of
     real estate and/or personal property taxes, as the case may be, shall be
     based upon the most recent tax statement for each Property, with such
     proration to be adjusted in cash between Sellers and Purchasers promptly
     after presentation of written evidence that the actual taxes payable for
     the year in which Closing occurs differ from the amounts used for proration
     purposes at Closing. Without limiting the foregoing, Sellers have
     represented to Purchasers that, with respect to the Woodside Village
     Property, Sellers have filed B.O.R. Complaint No. 1658 (1997) with the
     Cuyahoga County Board of Revision and, with respect to the Amber Park
     Property, Sellers have filed Tax Appeal No. 98-N-168 with the Ohio Board of
     Tax Appeals (together, the "Tax Challenge"), relating to periods prior to
     the year of Closing. At Sellers' sole cost and expense, Sellers shall have
     the right, but not the obligation, to exclusively prosecute, settle and
     appeal the Tax Challenge, and Sellers shall be entitled to all refunds (and
     responsible for any increases) attributable thereto for the period prior to
     the year of Closing of the Woodside Village Property and the Amber Park
     Property.

11.3 Operating Expenses. Sellers and Purchasers shall attempt to have all
     Contracts and any other agreements that affect the Properties and for which
     the charges are based upon usage (including utilities) billed or read as of
     a date as close to the Closing Date as is reasonably possible. Charges for
     any of the same which are not read on the Closing Date shall be prorated
     between Purchaser and Seller based on the number of days during the period
     covered by the statement therefor during which each party owned the
     Property, allocating the Closing Date to Purchaser. Each Seller shall be
     entitled to a credit at Closing for the amount of any deposits that such
     Seller has made with any of the utility services or companies servicing the
     Property to be conveyed by such Seller. Purchaser shall arrange with all
     utility services and companies servicing the Properties to have new
     accounts started in the name of Purchaser beginning at 12:01 a.m. local
     time on the Closing Date. Notwithstanding anything to the contrary in this
     Section 11.3 (or elsewhere in this Agreement), Sellers shall be solely
     responsible as provided in Section 9.1 for all liabilities arising in favor
     of terminated employees for periods prior to Closing, and there shall be no
     proration or adjustment therefor.

11.4 Food and Medical Inventories. Between the Effective Date and the Closing
     Date, Sellers shall maintain Food and Medical Inventories with a cost basis
     to Sellers in approximately the same amount as the cost basis of the Food
     and Medical Inventories reflected in the 



                                       27
<PAGE>   28

     description delivered by Sellers to Purchasers pursuant to Section 5.2
     hereof (the "Basic Inventory Amount"). If, at the time of Closing, the
     Sellers' cost basis for the Food and Medical Inventories then on hand shall
     exceed the Basic Inventory Amount, then Purchasers shall reimburse Sellers
     for the excess food and medical inventories, based on Sellers' actual cost
     thereof. If, at the time of Closing, the Sellers' cost basis for the food
     and medical inventories then on hand is less than the Basic Inventory
     Amount, then Sellers shall pay to Purchasers an amount equal to the actual
     cost of restoring the Food and Medical Inventories to the Basic Inventory
     Amount. Possession of the Food and Medical Inventories shall be delivered
     to Purchasers at Closing..

11.5 Interest. Interest payments with respect to the Loans shall be prorated as
     of the Closing Date. All escrow and reserve accounts, if any, maintained by
     any Lender shall be transferred to the applicable Purchasers.

11.6 Excise, Transfer and Sales Taxes. Sellers, on the one hand, and Purchasers,
     on the other hand, shall bear in equal shares all excise, sales and use
     taxes imposed with respect to the transaction contemplated by this
     Agreement, and Sellers shall pay all transfer taxes (including the payment
     of documentary fees) associated with the conveyance of the Properties to
     Purchasers.

11.7 Closing Costs. Sellers shall be responsible for the payment of (a) with
     respect to each Property, the premium for a standard ALTA owner's title
     insurance policy in the amount of the Purchase Price allocable to such
     Property, (b) any Lenders' Fees attributable to the Bella Vita Loan,
     one-half of any assumption fee relating to the Wyndham Lakes Loan and any
     prepayment fees or penalties arising in connection with any Loan not
     assumed by Purchasers, (c) all recording costs, (d) the fees of Sellers'
     attorneys and (e) one-half of any closing fee charged by the Title Company.
     Purchasers shall be responsible for the payment of (a) all costs of
     conducting its investigations of the Properties, (b) any Lenders' Fees
     attributable to any of the Loans other than the Bella Vita Loan, provided
     that Purchasers shall be responsible for only one-half of any assumption
     fee relating to the Wyndham Lakes Loan, (c) any premium attributable to
     obtaining extended coverage under the owner's title insurance policies
     and/or the issuance of special endorsements to such policies, (d) the fees
     of Purchasers' attorneys, and (e) one-half of any closing fee charged by
     the Title Company.

11.8 Insurance. Purchasers understand that Sellers shall cause all property and
     liability insurance currently being carried by Sellers to be canceled at
     Closing, and Purchasers shall be responsible for obtaining new insurance
     coverage with respect to the Properties as of Closing.

11.9 Date of Prorations. The prorations and adjustments provided for in this
     Section 11 shall be made so that the Purchasers shall receive the income
     and be charged with the expense of the operation of each Property after the
     Closing Date.

12.  Casualty Damage.

12.1 Notice and Estimate. If any of the Improvements are damaged by any casualty
     prior to Closing, Sellers shall promptly give Purchasers written notice of
     such occurrence, and as 



                                       28
<PAGE>   29

     soon thereafter as practicable, shall provide Purchasers with an estimate
     made by an architect, engineer or contractor selected by Sellers of the
     cost and amount of time required to repair such damage. If it is so
     estimated that it will take longer than until the Closing Date to repair
     such damage and if neither Sellers nor Purchasers terminates this Agreement
     pursuant to Section 12.3, then Purchasers shall be given an opportunity to
     review and approve any construction contract which any Seller proposes to
     enter into to have such damage repaired.

12.2 Minor Damage. If the estimated cost of repairing such damage is less than
     $250,000.00, then the Seller which owns the Improvements affected shall
     promptly contract for and commence the repairs and complete so much thereof
     as may be accomplished prior to Closing. If such repairs are not completed
     on or before Closing, then at the applicable Purchaser's option (which
     shall be exercised by notice to Sellers given on or before the Closing
     Date), either (a) the Closing Date shall be extended by the period of time
     that Sellers' architect, engineer or contractor then estimates it will take
     to complete the repairs and, upon completion thereof, the parties shall
     schedule a new Closing Date (not later than 10 days following such
     completion) and then close the transaction contemplated hereby in
     accordance with the terms hereof; or (b) the Closing shall take place as
     scheduled and, at Closing, such Seller shall assign to the applicable
     Purchaser so much of the insurance proceeds resulting from such damage as
     have not then been expended for repairs, such Seller shall credit the
     applicable Purchaser with the amount of any deductible under Seller's
     insurance policy that has not then been expended for repairs and such
     Seller shall assign to the applicable Purchaser, and the applicable
     Purchaser shall assume, the rights and obligations under any construction
     contract pursuant to which such repairs are being completed. Such Seller
     shall also assign to the applicable Purchaser the proceeds of any business
     interruption insurance which would supplement the income from the
     Improvements during the period of any restoration thereof, but only to the
     extent of any such proceeds which relate to periods after Closing.

12.3 Major Damage. If the estimated cost of such repairs is $250,000.00 or more,
     then Purchasers may elect to terminate this Agreement with respect to the
     Property affected by the casualty upon written notice to Sellers given
     within ten (10) days after Purchasers' receipt of the estimate described in
     Section 12.1, in which event this Agreement shall terminate with respect to
     such Property, all parties shall be relieved of any further obligations
     hereunder with respect to such Property except for any Surviving
     Obligations, and the allocable portion of the Deposit shall be refunded to
     Purchasers; however, if Purchasers do not elect to so terminate this
     Agreement, then this Agreement shall remain in full force and effect and
     the parties shall proceed in accordance with Section 12.2 above.

13.  Condemnation.

13.1 Notice. If prior to Closing, Sellers learn of any actual or threatened
     taking in condemnation or by eminent domain (or a sale in lieu thereof) of
     all or any portion of the Real Property, Sellers will notify Purchasers
     promptly thereof.

Termination. Other than with respect to an "Immaterial Taking" (as defined
     below), any actual or threatened taking or condemnation for any public or
     quasi-public purpose or use by any 



                                       29
<PAGE>   30

     competent authority in appropriate proceedings or by any right of eminent
     domain of all or any part of the Real Property between the Effective Date
     and the Closing shall, at Purchasers' option, cause a termination of this
     Agreement. The election to terminate provided hereby must be exercised by
     Purchasers (or will be deemed to have been waived) by written notice to
     Sellers to that effect given within 15 days following Purchasers' receipt
     of Sellers' notice pursuant to Section 13.1 above. Upon delivery of such
     termination notice, Purchasers and Sellers shall be relieved of any
     obligations hereunder except for Surviving Obligations, and the Deposit
     shall be refunded to Purchasers. If Purchasers shall not elect to so
     terminate this Agreement, or in the event of an Immaterial Taking, Sellers
     shall be relieved of all obligations under this Agreement with respect to
     the portion of the Real Property so taken or condemned, but the applicable
     Purchaser will be entitled to receive all proceeds of any such taking or
     condemnation, and Sellers agree that they will not make any adjustment or
     settlement of any such taking or condemnation proceeding without
     Purchasers' consent and will take at Closing all action necessary to assign
     their entire interest in such award to the applicable Purchaser. Any taking
     or condemnation for any public or quasi-public purpose or use which does
     not affect access or, if applicable, reduce parking or take any part of the
     Improvements shall be deemed an "Immaterial Taking."

14.  Brokers and Commissions.

14.1 Broker's Fee. Sellers and Purchasers represent and warrant to each other
     that they have not negotiated or dealt with any real estate broker,
     salesperson or agent in connection with the making of this Agreement or the
     transaction contemplated hereby, or incurred any liability for the payment
     of any brokerage fee, commission or compensation to any such broker,
     salesperson or agent.

14.2 Other Commissions. Sellers agree to indemnify and hold Purchasers harmless
     from and against any loss, liability, damage, cost or expense (including,
     without limitation, court costs and reasonable attorneys' fees) paid or
     incurred by any Purchaser by reason of any claim to any broker's, finder's
     or other fee in connection with this transaction by any party claiming by,
     through or under Sellers. Purchasers agree to indemnify and hold Sellers
     harmless from and against any loss, liability, damage or expense
     (including, without limitation, court costs and reasonable attorneys' fees)
     paid or incurred by any Seller by reason of any claim to any broker's,
     finder's or other fee in connection with this transaction claiming by,
     through or under Purchasers.

15.  Remedies.

15.1 Sellers' Default. In the event that any Seller shall fail to perform any of
     the material covenants or agreements contained herein which are to be
     performed by such Seller, Purchasers may, at their option, either (i)
     terminate this Agreement by giving written notice of termination to
     Sellers, whereupon Escrow Agent shall return the Deposit to Purchaser and
     both Purchasers and Sellers shall be relieved of any further obligations or
     liabilities hereunder except for Surviving Obligations; or (ii) seek
     specific performance of this Agreement and/or damages.



                                       30
<PAGE>   31

Purchaser's Default. In the event that any Purchaser shall fail to perform any
     of the material covenants or agreements contained herein which are to be
     performed by such Purchaser, Sellers may, at their option and as their
     exclusive remedy, terminate this Agreement by giving written notice of
     termination to Purchasers, whereupon Escrow Agent shall pay the Deposit to
     Sellers as liquidated damages and both Purchasers and Sellers shall be
     relieved of any further obligations or liabilities hereunder except for
     Surviving Obligations.

16.  General Provisions. The parties further agree as follows:

16.1 Confidentiality. Each party shall hold in strict confidence all documents
     and information concerning the other and its business and properties and if
     the transaction contemplated hereby should not close, such confidence shall
     be maintained, and all such documents and information (in written form)
     shall immediately thereafter be returned to the party originally furnishing
     the same. No public disclosure, either written or oral, of the existence or
     terms of this Agreement shall be made by either Purchasers or Sellers
     without the consent of the other. The foregoing provision shall not,
     however, be construed to prohibit any party from making any disclosures to
     any governmental authority which it is required to make by law or to
     prohibit any party from disclosing to its investors, lenders, accountants,
     consultants and attorneys such terms of this transaction as are customarily
     disclosed to them in connection with similar acquisitions.

16.2 Conditions Precedent. Sellers' obligations to close under this Agreement
     shall be subject to Purchasers' performance of all of the covenants,
     agreements and obligations required to be performed by Purchasers under
     this Agreement. Purchasers' obligations to close under this Agreement shall
     be subject to Sellers' performance of all of the covenants, agreements and
     obligations required to be performed by Sellers under this Agreement.

16.3 Time. Time is of the essence of this Agreement and Sellers' and Purchaser's
     obligations hereunder.

16.4 Attorneys' Fees. In the event it becomes necessary for any Purchaser or
     Seller to file a suit to enforce this Agreement or any provisions contained
     herein, the prevailing party in such suit shall be entitled to recover, in
     addition to all other remedies or damages, reasonable attorneys' fees and
     court costs incurred in such suit.

16.5 Entire Agreement. No change or modification of this Agreement shall be
     valid unless the same is in writing and signed by the parties hereto. This
     Agreement contains the entire agreement between the parties relating to the
     purchase and sale of the Properties. All prior negotiations and writings
     between the parties are merged in this Agreement and there are no promises,
     agreements, conditions, undertakings, warranties or representations, oral
     or written, express or implied, between the parties other than as set forth
     herein.

16.6 Survival. All of the parties' representations, warranties, covenants and
     agreements hereunder, to the extent not fully performed or discharged by or
     through the Closing, shall not be deemed merged into any instrument
     delivered at Closing and shall remain fully enforceable thereafter.



                                       31
<PAGE>   32

16.7 Dates. If any date set forth in this Agreement for the delivery of any
     document or the happening of any event should, under the terms hereof, fall
     on a weekend or holiday, then such date shall be automatically extended to
     the next succeeding weekday that is not a holiday.

16.8 Governing Law. This Agreement shall be construed and enforced in accordance
     with the laws of the State of Colorado.

16.9 Notices. All notices, demands or other communications required or permitted
     to be given hereunder shall be in writing and any and all such items shall
     be deemed to have been duly delivered upon personal delivery; or as of the
     third business day after mailing by United States mail, certified, return
     receipt requested, postage prepaid, addressed as follows; or as of 12:00
     Noon on the immediately following business day after deposit with Federal
     Express or a similar overnight courier service, addressed as follows; or as
     of the third business hour (a business hour being one of the hours from
     8:00 a.m. to 5:00 p.m. on business days) after transmitting by telecopier
     to the telecopy number set forth below:

                 If to Sellers, to:

                        ARV Assisted Living, Inc.
                        245 Fischer Avenue, D-1
                        Costa Mesa, California  92626
                        Attention:  Douglas M. Pasquale
                        Telecopy No.:  (714) 708-3523

                 with a copy to:

                        ARV Assisted Living, Inc.
                        245 Fischer Avenue, D-1
                        Costa Mesa, California  92626
                        Attention:  Douglas Armstrong
                        Telecopy No.:  (714) 435-7102

                 If to Purchaser, to:

                        Aspen Retirement Corporation
                        252 S. Clayton Street, Fourth Floor
                        Denver, Colorado  80206
                        Attention:  Robert J. Jacobs
                        Telecopy:  (303) 393-8636

                 with a copy to:

                        Frank L. Robinson, Esq.
                        Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
                        950 Seventeenth Street, Suite 1600
                        Denver, Colorado  80202
                        Telecopy:  (303) 825-6525

     or to such other address or such other person as any party shall designate
     to the other for such purpose in the manner hereinabove set forth.



                                       32
<PAGE>   33

16.10 Section 1031 Exchange. Notwithstanding anything to the contrary in this
     Agreement, Sellers and Purchasers agree that Purchasers, or any of them,
     may assign this Agreement (or all or any portion thereof or rights therein)
     to one or more qualified intermediaries (collectively, an "Intermediary"),
     as that term is defined in the deferred like-kind exchange regulations (the
     "Regulations") promulgated under Section 1031 of the Internal Revenue Code
     of 1986, as amended, to act in place of any Purchaser as the purchaser of
     the Property to be conveyed to such Purchaser by the applicable Seller in
     effecting a deferred or simultaneous like-kind exchange of one or more of
     the Properties under the Regulations. Upon assignment of a Purchaser's
     rights under this Agreement to an Intermediary, Purchaser's Intermediary
     shall be substituted for such Purchaser in this Agreement as the purchaser
     of the Property to be acquired by such Purchaser; provided, however, that
     such Purchaser shall not be released of any of its obligations hereunder as
     a result of such assignment. Sellers agree to accept the consideration and
     all other required performance under this Agreement and any written
     instructions from a Purchaser's Intermediary and to render its performance
     of all of its obligations to such Purchaser's Intermediary. Sellers agree
     that performance by a Purchaser's Intermediary will be treated as
     performance by the applicable Purchaser. Purchasers agree that Sellers'
     cooperation with Purchasers hereunder shall not require Sellers to incur
     any out-of-pocket expenses, and Purchasers further agree to indemnify and
     hold harmless Sellers from and against any and all damages, losses,
     liabilities, costs and expenses (including reasonable attorneys' fees and
     expenses but excluding any attorneys' fees and expenses incurred by Sellers
     in connection with their review of the documents reasonably necessary to
     effect Purchasers' exchange) incurred by Sellers as a result of a
     Purchaser's assignment of this Agreement (or portions thereof or rights
     thereunder) to an Intermediary.

16.11 No Recording. Neither this Agreement nor any memorandum hereof may be
     recorded by any party hereto; provided, however, that on the Closing Date,
     BVARV will execute and deliver to Aspen Bella Vita a memorandum setting
     forth Aspen Bella Vita's right to acquire the Bella Vita Property subject
     only to the parties' receipt of the consent of the Lender of the Bella Vita
     Loan, and Sellers agree that Aspen Bella Vita may record such memorandum in
     the real property records of Sarasota County, Florida.

16.12 Headings. The headings which appear in some of the Sections of this
     Agreement are for purposes of convenience and reference and are not in any
     sense to be construed as modifying the Sections in which they appear.

16.13 Counterparts. This Agreement may be executed in counterparts, each of
     which shall be deemed a duplicate original.

16.14 Assignment. Except as provided in Section 16.10 hereof, this Agreement
     cannot be assigned in whole or in part by either party without the prior
     written consent of the other; provided, that Purchasers, or any of them,
     may assign their interests in this Agreement to any parent, subsidiary or
     other affiliate of Purchasers without Sellers' consent.

16.15 Successors and Assigns. Subject to Section 16.14, this Agreement shall be
     binding upon and inure to the benefit of the parties hereto and their
     respective heirs, personal representatives, successors and assigns.



                                       33
<PAGE>   34

     IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
set forth below.

                                        SELLERS:

                                        ARV ASSISTED LIVING, INC., a Delaware
                                        corporation




Date: March  26  , 1999                 By: /s/ Abdo H. Khoury
           ------                           ------------------------------------
                                        Title:   Vice President - Asset Strategy
                                            ------------------------------------
                                        BELLA VITA ARV, INC., a Florida
                                        corporation




Date: March  26  , 1999                 By:      /s/ Abdo H. Khoury
           ------                           ------------------------------------
                                        Title:   Vice President, Treasurer
                                            ------------------------------------

                                        PURCHASERS:

                                        ASPEN AMBER PARK, LLC, a Colorado
                                        limited liability company


Date: March      , 1999                 By:      /s/ Robert J. Jacobs
           ------                           ------------------------------------
                                               Robert J. Jacobs, Manager

                                        ASPEN BELLA VITA, LLC, a Colorado 
                                        limited liability company


Date: March      , 1999                 By:      /s/ Robert J. Jacobs
           ------                           ------------------------------------
                                               Robert J. Jacobs, Manager

                                        ASPEN GAYTON TERRACE, LLC, a Colorado
                                        limited liability company


Date: March      , 1999                 By:      /s/ Robert J. Jacobs
           ------                           ------------------------------------
                                               Robert J. Jacobs, Manager

                                        ASPEN WOODSIDE VILLAGE, LLC, a Colorado
                                        limited liability company


Date: March      , 1999                 By:      /s/ Robert J. Jacobs
           ------                           ------------------------------------
                                               Robert J. Jacobs, Manager

                                        ASPEN WYNDHAM LAKES, LLC, a Colorado
                                        limited liability company


Date: March      , 1999                 By:      /s/ Robert J. Jacobs
           ------                           ------------------------------------
                                               Robert J. Jacobs, Manager



                                       34
<PAGE>   35

                                    EXHIBIT A

                                (AMBER PARK LAND)

Situate in Section 19, Township 4, Entire Range 1, Sycamore Township, City of
Deer Park, Hamilton County, Ohio, and being more particularly described as
follows:

Beginning at a point in the centerline of East Galbraith Road, said point being
in the north line of Section 19 and 1933.00 feet from the northeast corner of
said Section 19 as measured along the said north line of Section 19, South 0
degrees 55' West, 300.02 feet to an iron pin; thence North 88 degrees 54' West,
517.54 feet to an iron pin; thence North 0 degrees 25' 30" East, 300.02 feet to
a point in the said centerline of East Galbraith Road and the north line of
Section 19; thence with the said centerline of East Galbraith Road, South 88
degrees 54' East, 520.11 feet to the place of beginning.



                                    EXHIBIT A
                                     Page 1
<PAGE>   36

                                    EXHIBIT B

                                (BELLA VITA LAND)

Commence at the Northwest corner of Section 9, Township 39 South, Range 19 East,
thence North 89 degrees35'07" East along the Section line 1324.61 feet to the
Northwest corner of the West 1/2 of the East 3/4 of Section 9; thence South 00
degrees31'18" East, along the West line of the said West 1/2 of the East 3/4,
2385.46 feet; thence North 89 degrees34'18" East, 322.99 feet for a Point of
Beginning; thence continue North 89 degrees34'18" East, 175.00 feet; thence
North 00 degrees40'04" West, 25.00 feet; thence North 89 degrees34'18" East,
149.00 feet; thence South 00 degrees40'04" East, 682 feet to the North
right-of-way line of Venice Avenue East; thence South 89 degrees34'18" West
along said right-of-way line, 324.00 feet; thence North 00 degrees40'04" West,
657.00 feet to the Point of Beginning; all lying and being in Sarasota County,
Florida.



                                    EXHIBIT B
                                     Page 1
<PAGE>   37

                                    EXHIBIT C

                              (GAYTON TERRACE LAND)

The following described property located in the County of Henrico, Commonwealth
of Virginia, to wit:

BEGINNING at an iron rod in the western right-of-way line of Poplar Forest
Drive, corner to Universal Wilton, Inc., and from said rod, with Universal
Wilton, Inc., N 88 degrees 38' 36" W, 739.61' to a point in the eastern
right-of-way line of Gayton Road, thence with said Gayton Road, N 03 degrees 50'
31" E, 309.57' to the P.C. of a curve concave to the right, said curve having a
radius of 1403.82', a tangent of 147.81' and a chord of 293.99', bearing N 09
degrees 51' 09" E, thence through a delta of 12 degrees 01' 15" and a length of
294.53' to the p.t., thence N 15 degrees 51' 46" E, 82.72' to a point corner to
Gievco Corp., thence with Gievco Corp., S 73 degrees 26' 52" E, 708.60' to an
iron rod, a point on curve in the western right of way line of Poplar Forest
Drive, thence with said Poplar Forest Drive, along said curve concave to the
left, said curve having a radius of 3046.43', a tangent of 179.33', and a chord
of 358.04', bearing S 04 degrees 48' 49" W, thence through a delta of 06 degrees
44' 16", and a length of 358.25' to the P.T., thence S 01 degrees 26' 41" W,
137.00' to the POINT OF BEGINNING.



                                    EXHIBIT C
                                     Page 1
<PAGE>   38

                                    EXHIBIT D

                             (WOODSIDE VILLAGE LAND)

Parcel No. 1

Situated in the City of Bedford, County of Cuyahoga and State of Ohio, and known
as being part of the Suburban Land & Homes Co.'s Metropolitan Park Subdivision
No. 2 of record in Plat Volume 98, Page 22 (all references to deeds or plats in
this description refer to the records of the Recorder's Office, Cuyahoga County,
Ohio) as consolidated by Ordinance No. 3514-87 and shown for record in Plat
Volume 240, page 84 and being all of all 19.998 acre tract conveyed to Cardinal
Retirement Village of Bedford, Limited Partnership of record in Volume 88-0372,
Page 66 of Cuyahoga County Records, and being more particularly described as
follows:

Beginning at 3/4" hollow iron pin found at 40 feet right of center line station
17 + 11.00 as shown on the center line survey of Rockside Road, dated May 1952
of record in Cuyahoga County Engineer's Office, being on the Easterly right of
way line of said Rockside Road; thence Northeasterly along the Easterly right of
way line of said Rockside Road being the arc of a curve to the right, having a
radius of 3779.72 feet, a central angle of 4 deg. 58' 04", the chord of which
bears North 54 deg. 07' 25" East 327.62 feet to a 5/8" rebar set; thence the
following 4 courses being along Northerly lines of said 19.988+ acre tract and
Southerly lines of that 6.243+ acre tract conveyed to City-Bedford Partners, a
California Limited Partnership, recorded in Volume 89-6501, Page 31 of Cuyahoga
County Records;

1.   thence North 89 deg. 53' 32" East 275 feet to a 5/8" rebar set;
2.   thence South 42 deg. 19' 40" East 275 feet to a 5/8" rebar set;
3.   thence North 47 deg. 40' 20" East 20 feet to a 5/8" rebar set;
4.   thence South 42 deg. 19' 13" East 423.26 feet to a 3/4" iron pin found;

thence South 54 deg. 35' 44" West 70.74 feet along the Northerly line of Lot No.
451 of said Plat Volume 98, Page 22 of Cuyahoga County Records, to a 5/8" rebar
set on the Easterly right of way line of Kenyon Avenue; thence South 60 deg. 50'
18" West 25 feet, along the Northerly end of said Kenyon Avenue as partially
vacated by said Ordinance No. 5814-87, to a 5/8" rebar set; thence South 29 deg.
09' 42" East 181.41 feet, along the former center line of said Kenyon Avenue
(former 50 foot wide right of way) to a 5/8" rebar set; thence South 89 deg. 51'
37" West 169.02 feet, along the former center line of Natalia Road (formerly 50
foot wide right of way) to a 3/4" hollow iron pin found; thence the following 8
courses being along Southerly lines of said 19.998 acre tract and Northerly
lines of lots 204 through 213 inclusive and 215 through 233 inclusive of The
Suburban Land & Homes Co.'s Metropolitan Park Subdivision, by recorded plat in
Volume 82 of Maps, Page 1 of Cuyahoga County Records;

1.   thence South 00 deg. 07' 14" East 132.04 feet to a 3/4" hollow iron pin
     found;
2.   thence South 59 deg. 15' 41" West 80.37 feet to a 3/4" hollow iron pin
     found;
3.   thence South 75 deg. 59' 31" West 136.74 feet to a 3/4" hollow iron pin
     found;
4.   thence South 88 deg. 10' 18" West 141.72 feet to a 5/8" rebar inside of 1"
     hollow iron pin found;
5.   thence North 84 deg. 12' 19" West 248.23 feet to a 1-1/2" hollow iron pin
     found;
6.   thence North 58 deg. 13' 19" West 332.31 feet, passing a 1" hollow iron pin
     found at 257.30 feet, to an old 3/4" hollow iron pin found;
7.   thence North 84 deg. 00' 39" West 146.97 feet to an old 3/4" hollow iron
     pin found; 
8.   thence South 78 deg. 38' 07" West 210.91 feet to a 5/8" rebar found;

thence South 82 deg. 22' 03" West 25 feet along the Northerly end of partially
vacated Lombard Road (formerly 50 foot wide right of way) as vacated by said
Ordinance No. 5814-87, to a 3/4" hollow iron pin found; thence Northerly along
the former center line of said Lombard Road (West side of right of way was not
vacated) being the arc of a curve to the right, having a radius of 1008.17, a
central angle of 8 deg. 03' 07", the chord of which bears North 3 deg. 36' 24"
West 141.57 feet to a point; thence North 0 deg. 25' 10" East 110.28 feet to a
5/8" rebar set on the Easterly right of way line of said Rockside Road (80 foot
wide right of way); thence North 51 deg. 39' 28" East 501.21 feet to the point
of beginning.



                                    EXHIBIT D
                                     Page 1
<PAGE>   39

Parcel No. 2

TOGETHER WITH the beneficial rights in and to that certain non-exclusive
easement for ingress and egress, sanitary sewer, storm sewer, water line and
asphalt driveway contained in the Deed from Cardinal Industries Development
Corporation to Cardinal Retirement Village of Bedford, Limited Partnership,
dated January 27, 1988 and recorded in Volume 88-0372, Page 66 of Cuyahoga
County Records, and described as follows:

Situated in the City of Bedford, County of Cuyahoga and State of Ohio, and being
part of Original Bedford Township Lot 25, being all out of the 6.243 acres tract
of land described on Exhibit B of the deed to Cardinal Retirement Village
Bedford, Limited Partnership, recorded in Volume 88-0372, page 66 of Cuyahoga
County Records, being further described as follows:

Commencing at a point on the Easterly right of way line of Rockside Road, being
40 feet right of center line station 37 + 11.00 on the center line survey of
Rockside Road dated May 1962 of record in the Cuyahoga County Engineer's Office;
thence Northeasterly along said right of way line, being the arc of a curve to
the right, having a radius of 3779.72 feet, a central angle of 4 deg. 58' 04",
the chord of which bears North 54 deg. 07' 25" East 327.62 feet to the point of
beginning; thence continuing along said right of way line, being a Westerly line
of said 6.243 acre tract, and being the arc of curve to the right, having a
radius of 3779.72 feet, a central angle of 1 deg. 42' 02", the chord of which
bears North 57 deg. 33' 14" East 112.17 feet to a point; thence North 89 deg.
53' 32" East 198 feet, along a Northerly line of said 6.243 acre tract,
Southerly line of a 6.601 acre tract of land described in a deed to Valleyfield
Apartments of Bedford, Ltd., recorded in Volume 85-4202, Page 31 of Cuyahoga
County Records, to a point; thence South 00 deg. 06' 28" East 60 feet to a
point; thence South 89 deg. 53' 32" West 292.77 feet, along a line of said 6.263
acre tract, to the point of beginning.

Parcel No. 3

TOGETHER WITH the beneficial rights in and to that certain non-exclusive
easement for storm sewer contained in the Deed from Cardinal Industries
Development Corporation to Cardinal Retirement Village of Bedford, Limited
Partnership, dated January 27, 1988 and recorded in Volume 88-0372, Page 66 of
Cuyahoga County Records, and described as follows;

Situated in the City of Bedford, County of Cuyahoga and State of Ohio, and
particularly described as follows:

Commencing at a point on the Easterly right of way line of Rockside Road being
40 feet right of center line station 37 + 11.00 on the center line survey of
Rockside Road dated May 1962 of record in the Cuyahoga County Engineer's Office;
thence Northeasterly along said right of way line, being the arc of a curve to
the right, having a radius of 3779.72 feet, a central angle of 4 deg. 58' 04",
the chord of which bears North 54 deg. 07' 25" East 327.62 feet to a point;
thence along lines of said 6.423 acre tract the following 4 courses;

1.   North 89 deg. 53' 32" East 275 feet;
2.   South 42 deg. 19' 40" East 275 feet;
3.   North 47 deg. 40' 20" East 20 feet;
4.   South 42 deg. 19' 40" East 339.66 feet to the point of beginning;

thence North 47 deg. 40' 20" East 20 feet to a point; thence South 42 deg. 19'
40" East 30 feet to a point; thence South 47 deg. 40' 20" West 20 feet to a
point; thence North 42 deg. 19' 40" West 30 feet to the point of beginning.

Parcel No. 4

TOGETHER WITH the beneficial rights in and to that certain non-exclusive
easement for storm sewer, sanitary sewer, water line and asphalt driveway
contained in the Deed from Cardinal Industries Development Corporation to
Cardinal Retirement Village of Bedford, Limited Partnership, dated January 27,
1988 and recorded in Volume 88-0372, Page 66 of Cuyahoga County Records, and
described as follows:



                                    EXHIBIT D
                                     Page 2
<PAGE>   40

Situated in the City of Bedford, County of Cuyahoga and State of Ohio, and being
a part of Original Bedford Township Lot 25, being all out of the 6.601 acre
tract of land described in a deed to Valleyfield Apartments of Bedford, Ltd.,
recorded in Volume 85-4202, Page 31 of Cuyahoga County Records, and being more
particularly described as follows:

Beginning at a point on the Easterly right of way line of Rockside Road being 40
feet right of the center line the most Westerly corner of said 6.601 acre tract;
thence Northeasterly along said right of way line being the arc of a curve to
the right, having a radius of 3779.72 feet, a central angle of 3 deg. 08' 18"
the chord of which bears North 59 deg. 52' 38" East 207 feet to a point; thence
South 10 deg. 22' 27" East 105.23 feet to a point on the Southerly line of said
6.601 acre tract; thence South 89 deg. 53' 32" West 198 feet along said line to
the point of beginning.



                                    EXHIBIT D
                                     Page 3
<PAGE>   41

                                    EXHIBIT E

                            (WYNDHAM LAKES PROPERTY)

PARCEL I:

A parcel of land lying in Sections 4 and 5, Township 4 South, Range 27 East,
Jacksonville, DUVAL County, Florida, being more particularly described as
follows to wit:

For a point of reference, commence at the point of intersection of the Southerly
right of way line of Hartley Road (a 60 foot wide right of way) with the
Westerly right of way line of Old St. Augustine Road (a 100 foot right of way)
and run South 19 degrees57'00" East, along the Westerly right of way, a distance
of 254.08 feet to a point for the Point of Beginning. From the Point of
Beginning thus described continue South 19 degrees57'00" East, along said
Westerly right of way line, a distance of 101.10 feet to the Northeasterly
corner of that certain tract described in Instrument recorded in O.R. Book 5455,
Page 531 of the Public Records of DUVAL County, Florida; run thence along the
boundary of said tract, the following courses: First Course, Southwesterly along
the arc of a curve concave Northwesterly with a radius of 30 feet, an arc
distance of 57.75 feet to the point of tangency of said curve, said arc being
subtended by a chord bearing and distance of South 35 degrees11'40" West, 49.24
feet; Second Course, North 89 degrees39'40" West, a distance of 475.72 feet;
Third Course, South 00 degrees20'20" West, a distance of 25.00 feet to a point;
Fourth Course, South 45 degrees20'20" West, a distance of 310.14 feet to a
point; Fifth Course, South 44 degrees39'40" East, a distance of 270.01 feet to a
point; Sixth Course, South 00 degrees23'40" East, a distance of 83.74 feet to a
point; run thence South 89 degrees36'20" West a distance of 846.81 feet to a
point; run thence North 01 degrees55'59" West, a distance of 12.28 feet to a
point; run thence North 00 degrees19'20" West, a distance of 652.80 feet to a
point; run thence South 89 degrees39'40" East, a distance of 1,350.87 feet to
the Point of Beginning.

PARCEL II:

A part of the Southeast 1/4 of the Northeast 1/4 of Section 5, township 4 South,
Range 27 East, Jacksonville, DUVAL County, Florida; being portions of those
lands described in Instrument recorded in O.R. Book 1444, Page 142 and in O.R.
Book 2813, Page 1004 of the Public Records of DUVAL County, Florida, being more
particularly described as follows:

For a point of reference, commence at the Southwest corner of said Southeast 1/4
of the Northeast 1/4 and run South 89 degrees39'40" East along the South line of
said Southeast 1/4 of the Northeast 1/4, a distance of 515.94 feet to the Point
of Beginning of the land hereinafter to be described; run thence North 00
degrees00'06" West a distance of 100.00 feet; run thence South 89 degrees39'40"
East a distance of 146.28 feet; run thence South 00 degrees00'40" East a
distance of 50.00 feet; run thence South 89 degrees39'40" East a distance of
321.39 feet; run thence South 00 degrees06'24" West a distance of 50.00 feet to
the South line of said Southeast 1/4 of the Northeast 1/4; run thence along said
South line North 89 degrees39'40" West a distance of 467.59 feet to the Point of
Beginning.

PARCEL III:

Together with easement rights as defined in GRANT OF EASEMENT dated February 7,
1986, recorded March 3, 1986 in O.R. Book 6093, Page 773, as affected by AMENDED
AND CORRECTED GRANT OF EASEMENT dated December 21, 1992, recorded January 27,
1993 in O.R. Book 7505, Page 1154 in the Public Records of DUVAL County,
Florida.

PARCEL IV:

Perpetual non-exclusive easements as defined in GRANT OF EASEMENT AGREEMENT
dated December 21, 1992, recorded January 27, 1993 in O.R. Book 7505, Page 1161
in the Public records of DUVAL County, Florida.



                                    EXHIBIT E
                                     Page 1
<PAGE>   42

PARCEL V:

Together with rights as defined in GRANT OF EASEMENT AND MODIFICATION OF
EASEMENT dated April 27, 1993, recorded April 30, 1993 in O.R. Book 7567, Page
864 in the Public Records of DUVAL County, Florida.



                                    EXHIBIT E
                                     Page 2
<PAGE>   43

                                    EXHIBIT F

                            (DUE DILIGENCE MATERIALS)



                                    EXHIBIT F
                                     Page 1
<PAGE>   44

                                   EXHIBIT G

                            (CONTRACTS TO BE ASSUMED)

Amber Park
Dover Elevator
National Heating & Air Conditioning
ADT Security


Bella Vita
Dehart Alarm Systems
Comcast Cablevision


Gayton Terrace
Continental Cablevision
General Elevator
Automatic Laundry
Virginia Linen


Woodside Village
None


Wyndham Lakes
MediaOne Cable




                                    EXHIBIT G
                                     Page 1
<PAGE>   45

                                    EXHIBIT H

                          (LEASE/MANAGEMENT AGREEMENTS)

[NOTE: THE ATTACHED FORMS RELATE TO THE GAYTON TERRACE PROPERTY AND THE WYNDHAM
LAKES PROPERTY. THE DOCUMENTS FOR THE BELLA VITA PROPERTY WILL BE IN THE FORM OF
THE WYNDHAM LAKES DOCUMENTS. TO THE EXTENT THAT SIMILAR TYPES OF DOCUMENTS WILL
    NEED TO BE EXECUTED FOR THE AMBER PARK PROPERTY OR THE WOODSIDE VILLAGE
 PROPERTY, THE PARTIES WILL EXECUTE DOCUMENTS IN THE SUBSTANTIALLY SAME FORM AS
  THOSE COMPRISING THIS EXHIBIT H, DEPENDING ON WHETHER THE STATE OF OHIO WILL
   REQUIRE A LEASE AND MANAGEMENT AGREEMENT OR A MANAGEMENT AGREEMENT ONLY.]



                                    EXHIBIT H
                                     Page 1
<PAGE>   46

                                    EXHIBIT I

                                 (OTHER ASSETS)


<TABLE>
<CAPTION>
Name                                                    Location
----                                                    --------
<S>                                                     <C>
Amberwood                                               Port Richie, Florida
Baypoint Village                                        Hudson, Florida
Collier Park                                            Beaumont, Texas
Eastlake Terrace                                        Elkhart, Indiana
Kinghaven Manor                                         Riverview, Michigan
Lodge of Montgomery                                     Cincinnati, Ohio
Mallard Cove                                            Sharonville, Ohio
Northgate Park                                          Cincinnati, Ohio
Shorehaven Manor                                        Sterling Heights, Michigan
Tanglewood Trace                                        Mishawaka, Indiana
Woodside Village of Columbus                            Columbus, Ohio
Canterbury Woods                                        Attleboro, Massachusetts
Lakes                                                   Fort Myers, Florida
Vista Del Rio                                           Albuquerque, New Mexico
</TABLE>



                                    EXHIBIT I
                                     Page 1