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                                                                 EXHIBIT 10.49

                             MASTER LEASE AGREEMENT

                                     Between

                             KANSAS-LTC CORPORATION,
                                    as Lessor

                                       and

                         ALTERRA HEALTHCARE CORPORATION,
                                    as Lessee

                            Dated: December 15, 2002

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                             MASTER LEASE AGREEMENT

      THIS MASTER LEASE AGREEMENT (this "LEASE") is made effective as of
December 15, 2002, by and between KANSAS-LTC CORPORATION, formerly known as
Coronado Corporation, a Delaware corporation ("LESSOR"), and ALTERRA HEALTHCARE
CORPORATION, a Delaware corporation ("LESSEE"), subject to the terms, conditions
and contingencies set forth below.

                                    RECITALS

      WHEREAS Lessor is the holder of certain leasehold estates ("LEASEHOLD
ESTATES") pursuant to the Master Leases (defined below) covering certain real
property and improvements (as more particularly defined below, the
"FACILITIES"), and desires to sublease its interest in the Leasehold Estates and
the Facilities to Lessee pursuant to the terms and conditions of this Lease; and

      WHEREAS it the parties' intention to set forth their respective covenants
and obligations in a single agreement, not merely as matter of convenience, but
because the leasing of the four (4) Facilities as an inseparable unit is a
special and essential inducement to Lessor to enter into this transaction, and
but for the leasing of the four (4) Facilities together as an inseparable whole,
Lessor would not have entered into this Lease; and

      WHEREAS the parties agree and acknowledge that the amount set forth as
Minimum Rent (defined below) is calculated on the basis of leasing of the four
(4) Facilities together as a single, inseparable group and is non-allocable
among the four (4) Facilities, and that it would be impossible to allocate to
any one or more of the Facilities a divisible portion of the Minimum Rent.

      NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt,
sufficiency and mutuality of which are hereby acknowledged, it is agreed as
follows:

                                   ARTICLE I

            1.1. Leased Property. Upon and subject to the terms and conditions
hereinafter set forth, Lessor leases to Lessee, and Lessee rents or hires from
Lessor all of the following (the "LEASED PROPERTY"):

                  (a) The real property particularly described in EXHIBIT "A-1"
(the "DODGE CITY LAND"), the real property particularly described in EXHIBIT
"A-2" (the "GREAT BEND LAND"), the real property particularly described in
EXHIBIT "A-3" (the "MCPHERSON LAND"), and the real property particularly
described in EXHIBIT "A-4" (the "SALINA LAND") (collectively, the "LAND");

                  (b) All of its right, title and interest in and to the
buildings, structures, Fixtures (as hereinafter defined) and other improvements
of every kind including, but not limited to, alleyways and connecting tunnels,
sidewalks, utility pipes, conduits and lines (on-site and

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offsite), parking areas and roadways appurtenant to such buildings and
structures presently situated upon the Land, including without limitation the
Facilities (as defined below) (collectively, the "LEASED IMPROVEMENTS");

                  (c) All of its right, title and interest in and to the
easements, rights and appurtenances relating to the Land and the Leased
Improvements;

                  (d) All of its right, title and interest in and to the
permanently affixed equipment, machinery, fixtures, and other items of real
and/or personal property, including all components thereof, now and hereafter
located in, on or used in connection with, or permanently affixed to or
incorporated into the Leased Improvements, including, without limitation, all
furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting,
ventilating, refrigerating, incineration, air and water pollution control, waste
disposal, air cooling and air-conditioning systems and apparatus, sprinkler
systems and fire and theft protection equipment, all of which to the greatest
extent permitted by law, are hereby deemed by the parties hereto to constitute
real estate, together with all replacements, modifications, alterations and
additions thereto, but specifically excluding all items included within the
category of Lessee's Personal Property as defined in ARTICLE II below
(collectively the "FIXTURES"); and

                  (e) All of its right, title and interest in and to personal
tangible and intangible property including all components thereof, owned by
Lessor and now and hereafter located in, on or used in connection with the
Leased Improvements.

      Except with respect to the representations and warranties of Lessor set
forth herein, the Leased Property is demised subject to all covenants,
conditions, restrictions, easements and all other matters affecting title,
whether or not of record, the conditions and limitations expressly set forth
herein, and any and all matters created by or known to Lessee. Lessor represents
and warrants for the benefit of Lessee that as of the date of this Lease, (i)
Lessor is the holder of the Leasehold Estates as of the Commencement Date and
(ii) as of the Commencement Date, there is no mortgage, deed of trust, ground
lease, or other comparable instrument executed by Lessor in favor of any lender
or ground lessor or other obligee of Lessor, nor any lien, judgment, or other
similar encumbrance affecting or encumbering the Leased Property or any portion
thereof and arising by, through or under Lessor (expressly excluding any such
lien, judgment or other encumbrance arising as a result of Lessee or Lessee's
agents, representatives or assigns) except for the Existing Encumbrances
(defined below). Lessee represents and warrants for the benefit of Lessor (i) as
of the date of this Lease, there are no mechanic's liens or liens of any type
recorded against the Leased Property that were recorded or attached during the
period of Lessee's occupancy of the Leased Property and that arose as a result
of Lessee's or Lessee's agents, representatives or assigns activities thereon
that remain unsatisfied of record as of the Commencement Date, and (ii) there
are no Impositions currently outstanding that have become delinquent.

      Without limiting any other provision in this Lease, and notwithstanding
anything to the contrary contained in this Lease, this Lease and the rights and
duties granted hereunder are subject and subordinate to the Master Leases, the
Land Use Restriction Agreements, and the Trust Indentures.

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            1.2. Term. The term of this Lease (the "TERM") shall commence on
January 1, 2003. From and after the Commencement Date, the Term shall continue
for a period of eighteen (18) years, expiring (if not sooner terminated) at
midnight (California time) on December 31, 2020.

            1.3 Covenants Relating to Master Leases, Trust Indentures and Land
Use Restriction Agreements. Lessee acknowledges and agrees that as a material
inducement to Lessor's entering into this Lease, and agreeing upon the amount of
the Rent payable hereunder, Lessee agrees to make and comply with all covenants
and agreements set forth below in this PARAGRAPH 1.3.

                  1.3.1 Lessee covenants and agrees that: (a) Lessee shall
comply with and perform, for the benefit of Lessor and Master Lessor, and be
bound by, all of the terms, covenants and conditions of the lessee or "Tenant"
under the Master Leases; (b) Lessee shall not do, permit or suffer any act,
occurrence or omission which if done, permitted or suffered would be in
violation of or a default by the lessee or "Tenant" under any Master Lease, or
which could lead in any respect to a termination of any Master Lease; and (c)
Lessee shall enter into such other instruments, agreements and certificates, and
provide such documents and information, as may be required by Master Lessor or
Lessor in connection with any Master Lease. Lessee acknowledges and agrees that
this Lease is a sublease under the Master Leases, and is subject and subordinate
to the Master Leases.

                  1.3.2 Except as provided in subparagraphs (i), (ii), (iii) and
(iv) below in this PARAGRAPH 1.3.2, the provisions of the Master Leases are
hereby incorporated by this reference, with, unless the content of any Master
Lease or this Lease indicates otherwise, the terms "Lessor" and "Lessee" being
substituted respectively for the terms "Issuer" and "Tenant" used under the
Master Leases and with the term "Project" meaning and referring to the "Leased
Property" demised hereunder; provided that in the event that any provision of
any Master Lease shall conflict with the provisions of this Lease, the
provisions of this Lease shall prevail. Notwithstanding the preceding sentence
(or any provision of this Lease) to the contrary, Lessor and Lessee expressly
acknowledge and agree that:

                        (i) Lessor shall pay all "Basic Rent" (as defined in the
Master Leases) as and when required under the Master Leases;

                        (ii) Lessor shall not be obligated to Lessee to perform,
and shall not be liable or responsible to Lessee for the performance (or failure
of performance) by the Master Lessor of, any of the obligations of the Master
Lessor under any Master Lease;

                        (iii) In the event that Lessor shall receive any notice
from Master Lessor for any reason pertaining to any Master Lease, Lessor shall
send a copy of such notice to Lessee within three (3) days of its receipt;
provided, however, that in no event shall any failure or delay in Lessor's
sending of such notice constitute a default by Lessor under this Lease. All
notices required or desired to be given by "Tenant" under the Master Leases
shall be delivered by Lessee only to Lessor and such other parties as required
under ARTICLE XXXI of this Lease; and

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                        (iv) The following provisions (of the Master Leases)
shall be deleted from this Lease: SECTION 1.5 (Representations and Covenants of
Issuer); SECTION 2.1 (Granting of Leasehold); SECTION 3.1 (Basic Rent); SECTION
3.2 (Acquisition of Bonds); SECTION 3.4 (Rent Payable Without Abatement or
Setoff); SECTION 3.5 (Prepayment of Basic Rent); SECTION 4.1 (Disposition of
Original Proceeds, Project Fund); SECTION 5.1 (Acquisition of Land and
Improvements); SECTION 5.3 (Project Contracts); SECTION 5.4 (Payment of Project
Costs for Buildings and Improvements); SECTION 5.5 (Payment of Project Costs for
Machinery and Equipment); SECTION 5.6 (Completion of Project); SECTION 5.7
(Deficiency in Project Fund); SECTION 5.8 (Surplus in Project Fund); SECTION 5.9
(Right of Entry by Issuer); SECTION 5.10 (Machinery and Equipment Purchased by
Tenant); SECTION 5.11 (Project Property of Issuer); ARTICLE VI (Insurance
requirements); ARTICLE IX (Assignments and Subleases); SECTION 10.2 (Removal,
Disposition and Substitution of Machinery and Equipment); SECTION 11.1
(Alteration of Project); SECTION 12.1 (Additional Improvements); SECTION 16.1
(Option to Extend Term); ARTICLE XV11 (Option to Purchase Project; Quality of
Title and Purchase Price; Closing of Purchase; Effect of Failure to Complete
Purchase; Application of Condemnation Awards; Option to Purchase Unimproved
Portions of Land; Quality of Title; Closing of Purchase; Effect of Purchase on
Lease; Effect of Failure to Complete Purchase); SECTION 19.1 (Termination by
Reason of Change of Circumstances); ARTICLE XXIII (Notices); ARTICLE XXIV (Net
Lease; Funds Held by Trustee after Payment of Bonds); SECTION 25.3 (Issuer Shall
Not Unreasonably Withhold Consents and Approvals); SECTION 26.1 (Financial
Report); SECTION 26.2 (Quiet Enjoyment and Possession); SECTION 27.1 (Investment
Tax Credit, Depreciation); SECTION 28.1 (Amendments); SECTION. 28.2 (Granting of
Easements).

                  1.3.3 Lessee covenants and agrees that (a) Lessee shall use
and operate the Leased Property in strict accordance with the terms of the Land
Use Restriction Agreements; (b) Lessee shall not do, permit or suffer any act,
occurrence or omission which if done, permitted or suffered would be (with
notice, the passage of time, or both) in violation of or a default under any
Land Use Restriction Agreement; and (c) without limiting the foregoing
provisions of this PARAGRAPH 1.3.3, Lessee shall comply with and perform, for
the benefit of Lessor, Master Lessor and Trustee, and be bound by, the covenants
of the "Project Developer" under the Land Use Restriction Agreements.
Notwithstanding the foregoing provisions of this PARAGRAPH 1.3.3, all notices
required or desired to be given by the "Project Developer" under the Land Use
Restriction Agreements shall be delivered by Lessee only to Lessor and such
other parties as required under ARTICLE XXXI of this Lease.

                  1.3.4 Lessee covenants and agrees that Lessee shall not do,
permit or suffer any act, occurrence or omission which if done, permitted or
suffered would be (with notice, the passage of time, or both) in violation of or
a default under any Trust Indenture, or which could lead in any respect to a
termination of any Trust Indenture.

                  1.3.5 It shall be an immediate "Event of Default" under this
Lease if, for any reason whatsoever, Lessee shall fail to keep or perform any of
its covenants or agreements under this PARAGRAPH 1.3 (subject to any notice
and/or opportunity to cure provisions under the Master Leases, the Land Use
Restriction Agreements or the Trust Indentures, as applicable). Upon such an
Event of Default, in addition to all of Lessor's remedies available under
ARTICLES XVI AND XVII or otherwise under this Lease, in equity or by law, Lessor
may terminate this Lease by giving Lessee Notice of such termination in which
event the Term (including any

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options to extend the Lease under ARTICLE XXXIV) shall immediately terminate and
all rights of Lessee under this Lease shall cease.

                  1.3.6 Nothing in this PARAGRAPH 1.3 or any other provision of
this Lease shall be deemed to confer upon Lessee any rights or remedies
whatsoever under the Master Leases, the Land Use Restriction Agreements or the
Trust Indentures.

                                   ARTICLE II

      2. Definitions. For all purposes of this Lease, except as otherwise
expressly provided, (i) the terms defined in this ARTICLE II have the meanings
assigned to them in this ARTICLE II and include the plural as well as the
singular, (ii) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles at the time applicable, and (iii) the words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Lease as a whole and
not to any particular Article, Section or other subdivision:

      Additional Charges. As defined in ARTICLE III.

      Affiliate. When used with respect to any corporation, the term "Affiliate"
shall mean any person which, directly or indirectly, controls or is controlled
by or is under common control with such corporation. For the purposes of this
definition, "control" (including the correlative meanings of the terms
"controlled by" and "under common control with"), as used with respect to any
person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such person,
through the ownership of voting securities, partnership interests or other
equity interests. For the purposes of this definition, "person" shall mean any
natural person, trust, partnership, corporation, joint venture or other legal
entity.

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

      Change of Control. As defined in ARTICLE XVIII below.

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

      Controlling Entity. As defined in ARTICLE XVIII below.

      Encumbrance. As defined in ARTICLE XXXII.

      Event of Default. As defined in ARTICLE XVI.

      Existing Encumbrances. The Master Leases, the Land Use Restriction
Agreements (defined below), and the Trust Indentures (defined below).

      Extended Term. As defined in ARTICLE XXXIV.

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      Facilities. Those certain assisted living facilities which are part of the
Leased Property, a schedule of which is attached hereto as EXHIBIT "B".

      Facility. As the context requires, any one of the Facilities.

      Facility Mortgage. As defined in ARTICLE XIII.

      Facility Mortgagee. As defined in ARTICLE XIII.

      Fiscal Year. The twelve (12) month period from January 1 through December
31 of the same calendar year (as prorated for any partial Fiscal Year during the
Term).

      Fixtures. As defined in ARTICLE I.

      Impositions. Collectively, all taxes (including, without limitation, all
ad valorem, sales and use, single business, gross receipts, transaction
privilege, rent or similar taxes as the same relate to or are imposed upon
Lessee or its business conducted upon the Leased Property), assessments
(including, without limitation, all assessments for public improvements or
benefits, whether or not commenced or completed prior to the date hereof and
whether or not to be completed within the Term), water, sewer or other rents and
charges, excises, tax levies, fees (including, without limitation, license,
permit, inspection, authorization and similar fees), and all other governmental
or public charges, in each case whether general or special, ordinary or
extraordinary, or foreseen or unforeseen, of every character in respect of the
Leased Property or the business conducted thereon by Lessee (including all
interest and penalties thereon due to any failure in payment by Lessee), and all
increases in all the above from any cause whatsoever, including reassessment,
which at any time prior to, during or in respect of the Term may be assessed or
imposed on or in respect of or be a lien upon (a) Lessor's interest in the
Leased Property, (b) the Leased Property or any part thereof, or any rent
therefrom or any estate, right, title or interest therein, or (c) any occupancy,
operation, use or possession of, or sales from, or activity conducted on, or in
connection with the Leased Property or the leasing or use of the Leased Property
or any part thereof by Lessee. Provided, however, nothing contained in this
Lease shall be construed to require Lessee to pay (1) any tax based on income
(or any tax based on outstanding corporate shares of Lessor or Lessor's equity
or capitalization, regardless of whether denominated as an income tax, franchise
tax, or capital stock tax or other tax) imposed on Lessor, or (2) any transfer,
or net revenue tax of Lessor, or (3) any sales, income, capital gain, transfer,
documentary, mortgage, intangible or other tax imposed with respect to the sale,
exchange, mortgaging or other disposition or financing by Lessor of any Leased
Property or the proceeds thereof, or (4) any single business, gross receipts
(other than a tax on any rent received by Lessor from Lessee), transaction,
privilege, rent or similar taxes as the same relate to or are imposed upon
Lessor, and are unrelated to the Leased Property, or (5) estate, inheritance,
gift taxes or documentary transfer taxes.

      Insurance Requirements. All terms of any insurance policy required by this
Lease and all requirements of the issuer of any such policy.

      Land. As defined in ARTICLE I.

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      Land Use Restriction Agreement. Any one of the Land Use Restriction
Agreements defined below.

      Land Use Restriction Agreements. Collectively, (i) the Land Use
Restriction Agreement dated November 1, 1994 by and among Sterling Group,
L.L.C., City of Dodge City, Kansas, and Union National Bank of Wichita (as
amended from time to time); (ii) the Land Use Restriction Agreement dated May 1,
1994 by and among Sterling Group, L.L.C., City of Great Bend, Kansas, and Union
National Bank of Wichita (as amended from time to time); (iii) the Land Use
Restriction Agreement dated November 1, 1993 by and among Scotia, L.L.C., City
of McPherson, Kansas, and Union National Bank of Wichita (as amended from time
to time); and (iv) the Land Use Restriction Agreement dated December 1, 1993 by
and among Sterling Group, L.L.C., City of Salina, Kansas, and Union National
Bank of Wichita (as amended from time to time).

      Lease. As defined in the Preamble.

      Leaseholds. Lessor's right, title and interest as lessee under the Master
Leases.

      Leased Improvements. As defined in ARTICLE I.

      Leased Property. As defined in ARTICLE I.

      Legal Requirements. All federal, state, county, municipal and other
governmental statutes, laws, rules, orders, regulations, ordinances, judgments,
decrees and injunctions affecting either the Leased Property or the
construction, use or alteration thereof, whether now or hereafter enacted and in
force, including any which may (i) require repairs, modifications or alterations
in or to the Leased Property, or (ii) in any way affect the use and enjoyment
thereof, and all permits, licenses and authorizations and regulations relating
thereto, and all covenants, agreements, restrictions and encumbrances contained
in any instruments (whether or not of record) or otherwise known to Lessee, at
any time in force affecting the Leased Property; provided, however, as it
relates to covenants, agreements, restrictions and encumbrances contained in any
Encumbrance, Lessee need comply only with (i) the Existing Encumbrances, and
(ii) any Encumbrances subsequently entered into in accordance with the
provisions of SECTION 32.1 below where Lessee receives the non-disturbance
agreement described in such SECTION 32.1 and where such Encumbrances do not,
without Lessee's consent, materially adversely affect Lessee's rights hereunder,
or materially increase Lessee's duties or obligations hereunder).

      Lessee. As defined in the Preamble.

      Lessee's Personal Property. All machinery, equipment, furniture,
furnishings, movable walls or partitions, computers or trade fixtures or other
personal property, and consumable inventory/and supplies, used in Lessee's
business on the Leased Property, including without limitation, all items of
furniture, furnishings, equipment, supplies and inventory, except items (i)
included within the definition of Fixtures; and (ii) personal property described
in SECTION 1.1(e), above.

      Lessor. As defined in the Preamble.

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      Master Lease. Any one of the Master Leases (defined below).

      Master Leases. Collectively, the four (4) master lease agreements pursuant
to which Lessor leases from Master Lessor (defined below) the Leased Property,
more specifically: (i) Lease dated November 1, 1994 by and between Dodge City
Master Lessor (defined below) and Sterling Group, L.L.C., Lessor's
predecessor-in-interest (as amended from time to time, the "DODGE CITY MASTER
LEASE"), (ii) Lease dated May 1, 1994 by and between Great Bend Master Lessor
(defined below) and Sterling Group, L.L.C., Lessor's predecessor-in-interest (as
amended from time to time, the "GREAT BEND MASTER LEASE"), (iii) Lease dated
November 1, 1993 by and between McPherson Master Lessor (defined below) and
Scotia, L.L.C., Lessor's predecessor-in-interest (as amended from time to time,
the "MCPHERSON MASTER LEASE"), and (iv) Lease dated December 1, 1993 by and
between Salina Master Lessor (defined below) and Sterling Group, L.L.C.,
Lessor's predecessor-in-interest (as amended from time to time, the "SALINA
MASTER LEASE").

      Master Lessor. Collectively, the lessor entities under each of the Master
Leases: (i) City of Dodge City, Kansas ("DODGE CITY MASTER LESSOR"), (ii) City
of Great Bend, Kansas ("GREAT BEND MASTER LESSOR"), (iii) City of McPherson,
Kansas ("MCPHERSON MASTER LESSOR"), and (iv) City of Salina, Kansas ("SALINA
MASTER LESSOR").

      Minimum Rent. As defined in SECTION 3.1.

      Notice. A notice given pursuant to ARTICLE XXXI hereof.

      Other Leases. As defined in SECTION 16.1(j) below.

      Overdue Rate. On any date, a rate equal to the Prime Rate (defined below),
plus two percent (2%); provided, however, that it is the intent of Lessor and
Lessee that the Overdue Rate (and all other interest rates provided for
hereunder) be in strict compliance with applicable usury laws of the State of
California, and that in the event the Overdue Rate (or other interest rate
provided for hereunder) shall be deemed to exceed that permitted to be charged
by the laws of the State of California, any and all excess sums collected by
Lessor shall be credited against the Rent payable under this Lease or if there
is no Rent due, promptly refunded to Lessee.

      Payment Date. Any due date for the payment of the installments of Minimum
Rent.

      Primary Intended Use. As defined in SECTION 7.2.2.

      Prime Rate. On any date, a rate equal to the annual rate on such date
announced by Citibank, N.A. to be its prime rate for 90-day unsecured loans to
its corporate borrowers of the highest credit standing or, if not available,
such other rate as may be published by The Wall Street Journal as the prime rate
in its listing of "Money Rates."

      Rent. Any monetary obligations of Lessee owing under this Lease,
including, without limitation, Minimum Rent and Additional Charges.

      Term. Collectively, the Initial Term plus any Extended Terms.

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      Trust Indentures. Collectively, (i) the Trust Indenture dated as of
November 1, 1994 by and between Dodge City Master Lessor, as "issuer," and
Trustee (defined below), as trustee ("DODGE CITY TRUST INDENTURE"), (ii) the
Trust Indenture dated as of May 1, 1994 by and between Great Bend Master Lessor,
as "issuer," and Trustee, as trustee ("GREAT BEND TRUST INDENTURE"), (iii) the
Trust Indenture dated as of November 1, 1993 by and between McPherson Master
Lessor, as "issuer," and Trustee, as trustee ("MCPHERSON TRUST INDENTURE"), and
(iv) the Trust Indenture dated as of December 1, 1993 by and between Salina
Master Lessor, as "issuer," and Trustee, as trustee ("SALINA TRUST INDENTURE").

      Trustee. Union National Bank of Wichita, a national bank association.

      Unsuitable for its Primary Intended Use. A state or condition of any
Facility such that by reason of damage or destruction, or a partial taking by
Condemnation in the good faith judgment of Lessor and Lessee, reasonably
exercised, such Facility cannot be operated on a commercially practicable basis
for its Primary Intended Use taking into account, among other relevant factors,
the number of usable beds affected by such damage or destruction or partial
Condemnation.

      Unavoidable Delays. Delays due to strikes, lock-outs, inability to procure
materials, power failure, acts of God, governmental restrictions, enemy action,
civil commotion, fire, unavoidable casualty or other causes beyond the control
of the party responsible for performing an obligation hereunder, provided that
lack of funds shall not be deemed a cause beyond the control of either party
hereto.

      The above does not include all the definitions to be used in this Lease.
Various definitions are included in the Sections below.

                                  ARTICLE III

            3.1. Minimum Rent. Lessee will pay to Lessor in lawful money of the
United States of America which shall be legal tender for the payment of public
and private debts at Lessor's address set forth in ARTICLE XXXI or at such other
place or to such other person, firms or corporations as Lessor from time to time
may designate in a Notice, Minimum Rent (as defined below), during the Term, as
follows:

                  (a) Initial Term. The initial annual "MINIMUM RENT" payable
hereunder shall be Seven Hundred Fifteen Thousand Nine Hundred Thirty One and
23/100 Dollars ($715,931.23), payable in equal monthly installments of Fifty
Nine Thousand Six Hundred Sixty and 94/100 Dollars ($59,660.94) on the first
(1st) calendar day of each calendar month of the Term. If necessary, Minimum
Rent shall be prorated for any partial month at the beginning or end of the
Term.

                  (b) Extended Terms. The Minimum Rent during the Extended Terms
shall be as stated in ARTICLE XXXIV.

                  (c) Annual Escalation of Minimum Rent. Commencing on the
one-year anniversary of the Commencement Date (if the Commencement Date is the
first (1st) day of a calendar month, or, if not, on the first (1st) day of the
first (1st) full month following the

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Commencement Date), and continuing on each subsequent one-year anniversary
thereof during the Term (including any Extended Term) (each, an "ADJUSTMENT
DATE"), the Minimum Rent (irrespective of any prorations made pursuant to
SECTION 3.1(a) above) shall increase to an amount equal to the Minimum Rent for
the one-year period immediately preceding the Adjustment Date multiplied by a
fraction, the numerator of which shall be the C.P.I. (defined below) for the
month in which the Adjustment Date occurs, and the denominator of which shall be
the C.P.I. for the month that was one year prior to the Adjustment Date;
provided, however, that the product of said multiplication shall not result in
an increase of the Minimum Rent by more than two percent (2%) per year on a
cumulative basis ("ANNUAL MULTIPLIER"). If, however, the Annual Multiplier is
less than two percent (2%) on any Adjustment Date (a "LESS THAN 2% ADJUSTMENT
DATE"), then at such time as the Annual Multiplier is determined for subsequent
Adjustment Dates, the Minimum Rent for each Less Than 2% Adjustment Date shall
be retroactively recalculated such that subsequent Annual Multipliers (whether
less than or greater than 2%) shall be first applied to increase the Annual
Multiplier for each Less Than 2% Adjustment Date to an amount up to, but not
greater than, 2%, with such recalculations to be made in chronological order
beginning with the earliest Less Than 2% Adjustment Date and continuing, so long
as there is Annual Multiplier remaining, until recalculations have been made
with respect to all Less Than 2% Adjustment Dates. After each such recalculation
has been made, the shortfall in the Minimum Rent for the newly recalculated Less
Than 2% Adjustment Dates shall be billed to Lessee and Lessee shall pay such
shortfall amount to Lessor together with the next payment of Minimum Rent
otherwise coming due hereunder. Such recalculations and shortfall billings shall
be made on each Adjustment Date where there remain prior Less Than 2% Adjustment
Dates which have not yet been recalculated to 2%. For purposes of example only,
if the Commencement Date is June 1, 2002 and the initial Minimum Rent equals
$1,020,000, and if (a) the C.P.I. increased 1.5% as of June 1, 2003, the Minimum
Rent as of June 1, 2003 would increase to $1,035,300; (b) the C.P.I. increased
1.5% as of June 1, 2004, the Minimum Rent as of June 1, 2004 would increase to
$1,050,830; (c) the C.P.I. increased 6% as of June 1, 2005, the Minimum Rent as
of June 1, 2005 would increase to $1,082,354, which is the Minimum Rent
increased by 2% per year for three years (i.e. the average annual increases have
been 3% (1.5% + 1.5% + 6% for the three years, respectively) subject to the 2%
annual limitation), and the total shortfall amount to be billed to Lessee would
be $5,100 for the 2003 Adjustment Date and $10,378 for the 2004 Adjustment Date.
The "overage" in the C.P.I. increase (i.e., the remaining 3% increase that could
not be applied towards the increase in Minimum Rent on June 1, 2005 by virtue of
the 2% cap), would be "banked" and would be used to increase Minimum Rent in
subsequent years if the C.P.I. increase in such years were less than 2%. By way
of demonstration, if the C.P.I. as of June 1, 2006 and June 1, 2007 do not
increase at all, then Minimum Rent would nonetheless increase by 2% on June 1,
2006, and 1% on June 1, 2007 (such increases having been "banked" from the
remaining portion of the 6% C.P.I. increase on June 1, 2005). "C.P.I." shall
mean and refer to the Consumer Price Index of the Bureau of Labor Statistics of
the Department of Labor, U.S. Cities Average, All Items (1982-84=100); provided
that if compilation of the C.P.I. is discontinued or transferred to any other
governmental department or bureau, then the index most nearly the same as the
C.P.I. shall be used. If Lessor is unable to determine the C.P.I. by any
Adjustment Date, Lessee shall continue to pay the Minimum Rent at the rate paid
for the period immediately prior to that Adjustment Date, and once the C.P.I.
for that Adjustment Date is published, the new Minimum Rent (as increased by the
Annual Multiplier) shall be effective retroactively as of such Adjustment Date
and the aggregate amount of any additional Minimum Rent shall be paid by Lessee
promptly after

                                      -10-
<PAGE>

written notice thereof from Lessor (but not later than the date of the next
monthly installment of Minimum Rent, unless the next installment falls due
within five (5) days after Lessor's notice, in which case not later than the
date of the second next monthly installment of Minimum Rent). No delay by Lessor
in providing notice of any such increase in Minimum Rent shall be deemed a
waiver of Lessor's right to increase the Minimum Rent as provided hereunder.

                  (d) All payments of Minimum Rent shall be delivered to Lessor
by Lessee in a single payment (whether by wire transfer or check).

            3.2. Additional Charges. In addition to Minimum Rent, (1) Lessee,
subject to its rights under ARTICLE XII, will also pay and discharge as and when
due and payable all other amounts, liabilities, obligations and Impositions
which Lessee assumes or agrees to pay under this Lease, including but not
limited to those set forth in ARTICLES IX and XIII, below, and (2) in the event
of any failure on the part of Lessee to pay any of those items referred to in
clause (1) above, Lessee will also promptly pay and discharge every fine,
penalty, interest and cost which may be added for non-payment or late payment of
such items (the items referred to in clauses (1) and (2) above being referred to
herein collectively as the "ADDITIONAL CHARGES"), and Lessor shall have all
legal equitable and contractual rights, powers and remedies provided either in
this Lease or by statute or otherwise in the case of nonpayment of the
Additional Charges. If any elements of Additional Charges are not be paid within
seven (7) Business Days after due (after taking into account applicable time
periods during which Lessee may contest the Additional Charges under ARTICLE
XII) and Lessor pays any such amount (which Lessor shall have the right, but not
the obligation to do), then, in addition to Lessor's other rights and remedies,
Lessee will pay Lessor on demand, as Additional Charges, interest on such unpaid
Additional Charges computed at the Overdue Rate from the due date of such
installment to the date of Lessee's payment thereof. To the extent that Lessee
pays any Additional Charges directly to Lessor (as opposed to the applicable
third party payee) pursuant to any requirement of this Lease, Lessee shall be
relieved of its obligation to pay such Additional Charges to the entity to which
they would otherwise be due, and within than three (3) Business Days after its
receipt, Lessor shall remit such payment(s) to the entity to which such
payment(s) is due .

            3.3. Net Lease. Notwithstanding any provisions in this Lease to the
contrary (except with respect to Lessee's rights set forth in ARTICLE V),
Minimum Rent shall be paid absolutely net to Lessor, so that this Lease shall
yield to Lessor the full amount of the installments of Minimum Rent throughout
the Term, all as more fully set forth in ARTICLES IV, IX AND XIII, and other
provisions of this Lease.

            3.4. Non-Allocable Minimum Rent. Notwithstanding any language
contained in this Lease to the contrary, the parties agree and acknowledge that
the amount set forth as Minimum Rent is calculated on the basis of leasing of
all four (4) Facilities together as a single, inseparable group and is
non-allocable among the four (4) Facilities. Further notwithstanding any
language contained in this Lease to the contrary, the parties further agree and
acknowledge that it would be impossible to allocate to any one or more of the
Facilities a divisible portion of the Minimum Rent. Further notwithstanding any
language contained in this Lease to the contrary, Lessee agrees and acknowledges
that the leasing of the four (4) Facilities as an inseparable whole was accepted
by Lessor as a special and essential inducement to enter into this

                                      -11-
<PAGE>

transaction, and but for Lessee's agreement to lease all four (4) Facilities as
an inseparable whole, Lessor would not have entered into this Lease.

            3.5. Late Charge. LESSEE HEREBY ACKNOWLEDGES THAT LATE PAYMENT BY
LESSEE TO LESSOR OF RENT (INCLUDING WITHOUT LIMITATION MINIMUM RENT) WILL CAUSE
LESSOR TO INCUR COSTS NOT CONTEMPLATED BY THIS LEASE, THE EXACT AMOUNT OF WHICH
WILL BE EXTREMELY DIFFICULT TO ASCERTAIN. SUCH COSTS INCLUDE, BUT ARE NOT
LIMITED TO, PROCESSING AND ACCOUNTING CHARGES. ACCORDINGLY, IF ANY INSTALLMENT
OF RENT SHALL NOT BE RECEIVED BY LESSOR WITHIN SEVEN (7) BUSINESS DAYS AFTER
SUCH AMOUNT SHALL BE DUE, THEN WITHOUT ANY REQUIREMENT FOR NOTICE TO LESSEE,
LESSEE SHALL PAY TO LESSOR A LATE CHARGE EQUAL TO FIVE PERCENT (5%) OF SUCH
OVERDUE AMOUNT. THE PARTIES HEREBY AGREE THAT SUCH LATE CHARGE REPRESENTS A FAIR
AND REASONABLE ESTIMATE OF THE COSTS LESSOR WILL INCUR BY REASON OF LATE PAYMENT
BY LESSEE. ACCEPTANCE OF SUCH LATE CHARGE BY LESSOR SHALL IN NO EVENT CONSTITUTE
A WAIVER OF LESSEE'S DEFAULT OR BREACH WITH RESPECT TO ANY UNPAID OVERDUE
AMOUNTS, NOR PREVENT LESSOR FROM EXERCISING ANY OF THE OTHER RIGHTS AND REMEDIES
GRANTED UNDER THIS LEASE, AT LAW OR IN EQUITY. NOTWITHSTANDING THE FOREGOING,
HOWEVER, THE ABOVE-REFERENCED LATE CHARGE SHALL NOT BE IMPOSED ON ADDITIONAL
PAYMENTS SO LONG AS LESSEE IS CONTESTING SUCH ADDITIONAL PAYMENTS IN ACCORDANCE
WITH ARTICLE XII BELOW.

                   /s/ WLS                     /s/ MWO
INITIAL:    LESSOR______________        LESSEE______________

                                   ARTICLE IV

            4.1. Payment of Impositions. Subject to ARTICLE XII relating to
permitted contests, during the Term Lessee will pay, or cause to be paid, all
Impositions, before any fine, penalty, interest or cost may be added for
non-payment. Lessee, at its expense, shall, to the extent required or permitted
by Legal Requirements, prepare and file all tax returns and reports in respect
of any Imposition as may be required by governmental authorities. Any refund due
from any taxing authority in respect of any Imposition shall be paid over to or
retained by Lessee provided no Event of Default then exists, but if an Event of
Default has occurred and is continuing, such refund shall be paid over to
Lessor, and Lessee hereby authorizes Lessor to accept any such refunds directly,
and hereby authorizes any such taxing authority to pay such amounts directly to
Lessor upon receipt of written instructions to do so together with a statement
by Lessor that an Event of Default has occurred and is continuing. Any such
funds retained by Lessor due to an Event of Default shall be applied as provided
in ARTICLE XVI. Lessor and Lessee shall, upon request of the other, provide such
data as is maintained by the party to whom the request is made with respect to
the Leased Property as may be necessary to prepare any required returns and
reports. In the event governmental authorities classify any property covered by
this Lease as personal property, Lessee shall file personal property tax returns
in such jurisdictions where required. Lessor, to the extent it possesses the
same, and Lessee, to the extent it possesses

                                      -12-
<PAGE>

the same, will provide the other party, upon request, with cost and
depreciation records necessary for filing returns for any property so classified
as personal property. Where Lessor is legally required to file personal property
tax returns, Lessee will be provided with copies of assessment notices
indicating a value in excess of the reported value in sufficient time for Lessee
to file a protest. Lessee may, upon notice to Lessor, at Lessee's option and at
Lessee's sole cost and expense, protest, appeal or institute such other
proceedings as Lessee may deem appropriate to effect a reduction of real estate
or personal property assessments and Lessor, at Lessee's expenses as aforesaid,
shall reasonably cooperate with Lessee in such protest, appeal, or other action,
provided that Lessee may not withhold payments pending such challenges except
under the conditions set forth in ARTICLE XII. Billings for reimbursement by
Lessee to Lessor of personal property taxes shall be accompanied by copies of a
bill therefor and payments thereof which identify the personal property with
respect to which such payments are made.

            4.2. Notice of Impositions. Upon its receipt of same, Lessor shall
give prompt Notice to Lessee for all Impositions payable by Lessee hereunder of
which Lessor obtains actual knowledge, but Lessor's failure to give any such
Notice shall in no way diminish Lessee's obligations hereunder to pay such
Impositions but such failure shall obviate any default hereunder for a
reasonable time after Lessee receives notice (from any source) of any Imposition
which it is obligated to pay. However, notwithstanding the foregoing, it shall
be Lessee's sole duty to inquire and determine all of the Impositions for which
it is liable as provided herein and shall promptly pay such Impositions when
due, and Lessor shall have no duty of inquiry concerning Impositions.

            4.3. Adjustment of Impositions. Impositions imposed in respect of
the tax-fiscal periods during which the Term commences and terminates shall be
adjusted and prorated between Lessor and Lessee, whether or not such Imposition
is imposed before or after such commencement or termination, and Lessee's
obligation to pay its prorated share thereof after termination shall survive
such termination.

            4.4. Utility Charges. Lessee will pay or cause to be paid all
charges for electricity, power, gas, oil, water and other utilities used in the
Leased Property and all operating expenses of every kind and nature during the
Term.

            4.5. Insurance Premiums. Lessee will pay or cause to be paid all
premiums for the insurance coverages required to be maintained pursuant to
ARTICLE XIII during the Term.

                                   ARTICLE V

            5. Facility Mortgage Offset. Should Lessor default under the terms
of any Facility Mortgage, or should Lessor's representations and warranties set
forth in SECTION 1.1 be untrue and Lessee's leasehold estate is jeopardized as a
result thereof, and, provided no Event of Default hereunder exists, Lessee shall
have the right, but not the obligation, to perform Lessor's obligations under
any such Facility Mortgage and offset the amounts expended thereunder against
the payment of Minimum Rent. No other offset against the payment of Minimum Rent
(or any other Rent) of any kind is permitted.

                                      -13-
<PAGE>

                                   ARTICLE VI

            6.1. Ownership of the Leased Property. Lessee acknowledges and
agrees that the Leased Property is the property of Master Lessor and that Lessee
has only the rights granted hereunder to Lessor under the Master Leases, which
Lessor has in turn granted to Lessee hereunder. Lessee acknowledges and agrees
that this Lease does not grant an option or any other type of right to purchase
the Leased Property from Master Lessor (or Lessor) and that any such purchase by
Lessee must be separately negotiated and documented.

            6.2. Lessee's Personal Property. Lessee may (and shall as provided
hereinbelow), at its expense, install, affix or assemble or place on any parcels
of the Land or in any of the Leased Improvements, any items of Lessee's Personal
Property, and Lessee may, subject to the conditions set forth below, remove the
same upon the expiration or any prior termination of the Term. Lessee shall
provide and maintain during the Term all such Lessee's Personal Property as
shall be necessary in order to operate each Facility in compliance with all
licensure Legal Requirements and Insurance Requirements. All of Lessee's
Personal Property not removed by Lessee within thirty (30) days following the
expiration or earlier termination of this Lease shall be considered abandoned by
Lessee and may be used, appropriated, sold, destroyed or otherwise disposed of
by Lessor without first giving notice thereof to Lessee and without any payment
to Lessee and without any obligation to account therefor. Lessee shall, at its
expense, restore the Leased Property to the condition required by SECTION 9.1,
including repair of all damage to the Leased Property caused by the removal of
Lessee's Personal Property, whether effected by Lessee or Lessor.

                                  ARTICLE VII

            7.1. Condition of Leased Property. Lessee acknowledges receipt and
delivery of possession of the Leased Property and that Lessee has examined and
otherwise has knowledge of the condition of the Leased Property prior to the
execution and delivery of this Lease. Subject to Lessor's representations set
forth in SECTION 1.1, upon which Lessee is relying, Lessee accepts that the
Leased Property as is. To the extent permitted by law, Lessor hereby assigns to
Lessee, all of Lessor's rights to proceed against any predecessor in title (but
not against Lessor except as a result of breaches of representations and
warranties set forth in this Lease) for breaches of warranties or
representations, or for latent defects in the Leased Property. Lessor shall
reasonably cooperate with Lessee in the prosecution of any such claim, in
Lessor's or Lessee's name, all at Lessee's sole cost and expense; provided,
however, that all compensatory damages shall be used by Lessee for repair or
replacement of the items for which compensation was granted.

            7.2. Use of the Leased Property.

                  7.2.1 Lessee covenants that it will proceed with due diligence
and will exercise commercially reasonable efforts to obtain and to maintain all
approvals needed to use and operate the Leased Property and each Facility in
accordance with Legal Requirements.

                  7.2.2 During the Term, Lessee shall use or cause to be used
the Facilities as assisted living or residential care facilities, and for such
other uses as may be necessary or

                                      -14-
<PAGE>

incidental to such use (the particular such use to which the Leased Property is
put is herein referred to as the "PRIMARY INTENDED USE"). Lessee shall not use
the Leased Property or any portion thereof for any use other than the Primary
Intended Use without the prior written consent of Lessor, which consent may be
withheld in Lessor's sole and absolute discretion; provided, however, that
Lessor may not unreasonably withhold its consent to any alternate use that is
within the long term care industry. No use shall be made of the Leased Property,
and no acts shall be done, which will cause the cancellation of any insurance
policy covering the Leased Property or any part thereof, nor shall Lessee sell
or otherwise provide to residents or patients therein, or permit to be kept,
used or sold in or about the Leased Property any article which may be prohibited
by Insurance Requirements or Legal Requirements. Lessee shall, at its sole cost,
comply with all Insurance Requirements and Legal Requirements.

                  7.2.3 Lessee covenants and agrees that during the Term it will
operate continuously the Leased Property in accordance with its Primary Intended
Use and will maintain its certifications for reimbursement and its licensure.

                  7.2.4 Lessee shall not commit or suffer to be committed any
waste on the Leased Property, or in any Facility, nor shall Lessee cause or
permit any nuisance thereon. Lessor acknowledges that Lessee's operation of the
Facilities in accordance with the Primary Intended Use will not constitute waste
or nuisance.

                  7.2.5 Lessee shall neither suffer nor permit the Leased
Property or any portion thereof, including Lessee's Personal Property, to be
used in such a manner as it might reasonably tend to impair Lessor's (or
Lessee's, as the case may be) title thereto or to any portion thereof, or (ii)
may reasonably make possible a claim or claims of adverse usage or adverse
possession by the public, as such, or of implied dedication of the Leased
Property or any portion thereof.

            7.3. Lessor to Grant Easements, etc. To the extent it has authority
to do so (and to the extent it does not, Lessor shall make request upon Master
Lessor), Lessor will, from time to time so long as no Event of Default exists,
at the request of Lessee and at Lessee's sole cost and expense (but subject to
Lessor's approval), (i) grant easements and other rights in the nature of
easements with respect to its interest in the Leased Property to third parties,
(ii) release existing easements or other rights in the nature of easements which
are for the benefit of the Leased Property, (iii) dedicate or transfer
unimproved portions of its interest in the Leased Property for road, highway or
other public purposes, (iv) execute petitions to have its interest in the Leased
Property annexed to any municipal corporation or utility district, (v) execute
amendments to any covenants and restrictions affecting its interest in the
Leased Property and (vi) execute and deliver to any person any instrument
appropriate to confirm or effect such grants, releases, dedications, transfers,
petitions and amendments (to the extent of its interests in the Leased
Property), but only upon delivery to Lessor of a signed affidavit by an
executive officer or equivalent person of authority at Lessee stating that such
grant, release, dedication, transfer, petition or amendment is (a) reasonably
required for the continued operation of the Leased Property in accordance with
the Primary Intended Use, (b) not detrimental to the proper conduct of the
business of Lessee on the Leased Property and (c) does not reduce the value of
the Leased Property.

                                      -15-
<PAGE>

                                  ARTICLE VIII

            8.1. Compliance with Legal and Insurance Requirements, Instruments,
etc. Subject to ARTICLE XII relating to permitted contests, Lessee, at its
expense, will, during the Term, (a) comply with all Legal Requirements and
Insurance Requirements in respect of the use, operation, maintenance, repair and
restoration of the Leased Property, whether or not compliance therewith requires
structural changes in any of the Leased Improvements or interfere with the use
and enjoyment of the Leased Property and (b) procure, maintain and comply with
all licenses, certificates of need, provider agreements and other authorizations
required for any use of the Leased Property and/or Lessee's Personal Property
then being made, and for the proper erection, installation, operation and
maintenance of the Leased Property or any part thereof.

            8.2. Legal Requirements Covenants. Lessee shall acquire and maintain
all licenses, certificates, permits, provider agreements and other
authorizations and approvals needed to operate the Leased Property in its
customary manner for the Primary Intended Use. Lessee further covenants and
agrees to perform all maintenance and alterations necessary to operate the
Leased Property in accordance with all Legal Requirements and Insurance
Requirements. Lessee, may, however, contest the legality or applicability of any
such law, ordinance, rule or regulation, or any licensure or certification
decision if Lessee maintains such action in good faith, with due diligence,
without prejudice to Lessee's rights hereunder, and at Lessee's sole cost and
expense. If by the terms of any such law, ordinance, rule or regulation,
compliance therewith pending the prosecution of any such proceeding may legally
be delayed without the occurrence of any fine, charge or liability of any kind
against the Leased Property or Lessee's leasehold interest therein and without
subjecting Lessee or Lessor to any liability, civil or criminal, for failure so
to comply therewith, Lessee may delay compliance therewith until the final
determination of such proceeding. If any lien, charge or civil or criminal
liability would be incurred by reason of any such delay, Lessee, on the prior
written consent of Lessor, may nonetheless contest as aforesaid and delay as
aforesaid provided that such delay would not subject Lessor to criminal
liability and Lessee both (a) furnishes to Lessor security satisfactory to
Lessor (in its sole and absolute discretion) against any loss or injury by
reason of such contest or delay, and (b) prosecutes the contest with due
diligence and in good faith.

                                   ARTICLE IX

            9.1. Maintenance and Repair.

                  9.1.1 Lessee, at its sole expense, will, during the Term, keep
the Leased Property and all private roadways, sidewalks and curbs appurtenant
thereto and which are under Lessee's control (and Lessee's Personal Property) in
good order and repair (whether or not the need for such repairs occurs as a
result of Lessee's use, any prior use, the elements or the age of the Leased
Property, or any portion thereof), and, except as provided in ARTICLE XIV, with
reasonable promptness, make all necessary and appropriate repairs thereto of
every kind and nature, whether interior or exterior, structural or
non-structural, ordinary or extraordinary, foreseen or unforeseen or arising by
reason of a condition existing prior to or during the Term, provided, however,
that Lessee shall be permitted to prosecute claims against Lessee's predecessors
(but not Lessor except as herein provided) in title for (i) breach of any
representation or warranty, or (ii) any latent defects in the Leased Property.
All repairs shall be

                                      -16-
<PAGE>

at least equivalent in quality to the original work. Lessee will not take or
omit to take any action the taking or omission of which might materially impair
the value or the usefulness of the Leased Property or any part thereof for its
Primary Intended Use.

                  9.1.2 Lessor shall not under any circumstances be required to
build or rebuild any improvements on the Leased Property, or to make any
repairs, replacements, alterations, restorations or renewals of any nature or
description to the Leased Property, whether ordinary or extraordinary,
structural or non-structural, foreseen/unforeseen, in connection with this
Lease, or to maintain the Leased Property in any way. Lessee hereby waives, to
the extent permitted by law, the right to make repairs at the expense of Lessor
pursuant to any law in effect at the time of the execution of this Lease or
hereafter enacted. Lessor shall have the right to give, record and post, as
appropriate, notices of non-responsibility (or similar notices) under any
mechanics' lien laws now or hereafter existing.

                  9.1.3 Lessee shall not make any modifications, alterations or
improvements to the Leased Improvements or any portion thereof, whether by
addition or deletion, without Lessor's prior written consent, which consent may
be given or withheld in Lessor's reasonable discretion; provided, however, that
Lessor's consent shall not be required in connection with any non-structural
modifications, alterations or improvements that do not constitute capital
improvements and that are otherwise made in compliance with this Lease, so long
as the total cost thereof, with respect to any single Facility, does not exceed
$50,000 and the total cost with respect to any single Facility in any twelve
(12) month period does not exceed $100,000. Nothing contained in this Lease and
no action or inaction by Lessor shall be construed as constituting the consent
or request of Lessor, expressed or implied, to any contractor, subcontractor,
laborer, materialman or vendor to or for the performance of any labor or
services or the furnishing of any materials or other property for the
construction, alteration, addition, repair or demolition of or to the Leased
Property or any part thereof, or (ii) giving Lessee any right, power or
permission to contract for or permit the performance of any labor or services or
the furnishing of any materials or other property in such fashion as would
permit the making of any claim against Lessor in respect thereof or to make any
agreement that may create, or in any way be the basis for any right, title,
interest, lien, claim or other encumbrance upon the estate of Lessor in the
Leased Property, or any portion thereof.

                  9.1.4 Lessee will, upon the expiration or prior termination of
the Term, vacate and surrender the Leased Property to Lessor in the condition in
which the Leased Property was originally received from Lessor, except as
repaired, rebuilt, restored, altered or added to as permitted or required by the
provisions of this Lease, and except for ordinary wear and tear (subject to the
obligation of Lessee to maintain the Leased Property in good order and repair
during the Term).

            9.2. Expenditures to Comply with Law. Without limiting Lessee's
obligations as set forth elsewhere in this Lease, during the Term, Lessee will,
at its sole cost and expense, make whatever expenditures (including but not
limited to capital and non-capital expenditures) that are required to conform
the Leased Property to such standards as may from time to time be required by
Legal Requirements, or capital improvements required by any governmental agency
having jurisdiction over the Leased Property as a condition of the continued
operation of the Leased Property for its Primary Intended Use, pursuant to
present or future Legal Requirements.

                                      -17-
<PAGE>

            9.3. Encroachments, Restrictions. If any of the Leased Improvements
shall, at any time during the Term encroach upon any property, street or
right-of-way adjacent to the Leased Property, or shall violate the agreements or
conditions contained in any lawful restrictive covenant or other agreement
affecting the Leased Property, or any part thereof, or shall impair the rights
of others under any easement or right-of-way to which the Leased Property is
subject, then promptly upon the request of Lessor or at the behest of any person
affected by any such encroachment, violation or impairment, Lessee shall, at its
sole cost and expense, (and after Lessor's prior approval) subject to Lessee's
right to sue Lessor's predecessor in title (but not Lessor) with respect thereto
or contest the existence of any encroachment, violation or impairment and in
such case, in the event of an adverse final determination, either (i) obtain
valid and effective waivers or settlements of all claims, liabilities and
damages resulting from each such encroachment, violation or impairment, whether
the same shall affect Lessor or the Leased Property or (ii) make such changes in
the Leased Improvements, and take such other actions, as Lessee in the good
faith exercise of its judgment deems reasonably practicable and necessary, to
remove such encroachment, and to end such violation or impairment, including, if
necessary, the alteration of any of the Leased Improvements, and in any event
take all such actions as may be necessary in order to be able to continue the
operation of the Leased Improvements for the Primary Intended Use substantially
in the manner and to the extent the Leased Improvements were operated prior to
the assertion of such violation, impairment or encroachment. Any such alteration
shall be made in conformity with the applicable requirements of ARTICLE IX.
Lessee's obligations under this SECTION 9.3 shall be in addition to and shall in
no way discharge or diminish any obligation of any insurer under any policy of
title or other insurance.

                                   ARTICLE X

            10.1. Lessee's Obligations for Hazardous Materials. Lessee shall,
during the Term, at its sole cost and expense, take all actions as required to
cause the Leased Property including, but not limited to, the Land and all Leased
Improvements, to be free and clear of the presence of all Hazardous Materials
(defined below); provided, however, that Lessee shall be entitled to use and
maintain de minimus amounts of Hazardous Materials on the Leased Property in
connection with Lessee's business and in compliance with all applicable laws.
Lessee shall, upon its discovery, belief or suspicion of the presence of
Hazardous Materials on, in or under any part of the Leased Property, including,
but not limited to, the Land and all Leased Improvements, immediately notify
Lessor and, at its sole cost and expense cause any such Hazardous Materials to
be removed immediately, in compliance with all applicable laws and in a manner
causing the least disruption of or interference with the operation of Lessee's
business. Lessee shall fully indemnify, protect, defend and hold harmless Lessor
from any costs, damages, claims, liability or loss of any kind or nature arising
out of or in any way in connection with the presence, suspected presence,
removal or remediation of Hazardous Materials in, on, or about the Leased
Property, or any part thereof. Without limiting Lessee's other obligations under
this Lease, Lessee agrees, at Lessee's sole cost, to fully comply with all
recommendations set forth in any environmental report(s) that may be obtained by
or provided to Lessor or Lessee. Lessee's obligations hereunder shall apply to
all Hazardous Materials, irrespective of whether the existence of such Hazardous
Materials is known by Lessor and no matter when they arose or were discovered
and therefore will include any Hazardous Materials that existed prior to, at, or
after the Commencement Date and during the Term.

                                      -18-
<PAGE>

            10.2. Definition of Hazardous Materials. For purposes of this Lease,
Hazardous Materials shall mean any biologically or chemically active or other
toxic or hazardous wastes, pollutants or substances, including, without
limitation, asbestos, PCBs, petroleum products and by-products, substances
defined or listed as "hazardous substances" or "toxic substances" or similarly
identified in or pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as amended, and
as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6010, et seq., any chemical substance or mixture regulated under the
Toxic Substance Control Act of 1976, as amended, 15 U.S.C.; 2601 et seq., any
"toxic pollutant" under the Clean Water Act, 33 U.S.C. Section 466 et seq., as
amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. Section
7401 et seq., hazardous materials identified in or pursuant to the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1802, et seq., and any hazardous
or toxic substances or pollutant regulated under any other Legal Requirements.

                                   ARTICLE XI

      11. Liens. Subject to the provisions of ARTICLE XII relating to permitted
contests, Lessee will not directly or indirectly create or allow to remain and
will promptly discharge at its expense any lien, encumbrance, attachment, title
retention agreement or claim upon any part of the Leased Property or any
attachment, levy, claim or encumbrance in respect of the Rent, not including,
however, (a) this Lease, (b) restrictions, liens and other encumbrances which
are consented to in writing by Lessor or any easements granted pursuant to the
provisions of SECTION 7.3 of this Lease, (c) liens for those taxes of Lessor
which Lessee is not required to pay hereunder, (d) subleases permitted by
ARTICLE XXII, (e) liens for Impositions or for sums resulting from noncompliance
with any Legal Requirements so long as (1) the same are not yet payable or are
payable without the addition of any fine or penalty or (2) such liens are in the
process of being contested as permitted by ARTICLE XII, (f) liens of mechanics,
laborers, materialmen, suppliers or vendors for sums either disputed or not yet
due, provided that any such liens are in the process of being contested as
permitted by ARTICLE XII, or (g) any lien, encumbrance, attachment, title
retention agreement or claim upon any part of the Leased Property or any
attachment, levy, claim or encumbrance in respect of the Rent arising by,
through or under Lessor.

                                  ARTICLE XII

      12. Permitted Contests. Lessee shall have the right to contest the amount
or validity of any Imposition or any Legal Requirement or Insurance Requirement
or any attachment, levy, encumbrance, charge or claim ("CLAIMS") not otherwise
permitted by ARTICLE XI, by appropriate legal proceedings in good faith and with
due diligence (but this shall not be deemed or construed in any way as
relieving, modifying or extending Lessee's covenants to pay or its covenants to
cause to be paid any such charges at the time and in the manner as in this Lease
provided), on condition, however, that such legal proceedings cannot result in
the sale of the Leased Property, or any part thereof, to satisfy the same or
cause Lessor or Lessee to be in default under any mortgage or deed of trust
encumbering any portion of the Leased Property or any interest therein. Upon the
reasonable request of Lessor, Lessee shall provide to Lessor reasonable security
satisfactory to Lessor to assure the payment of all Claims which may be assessed
against the Leased Property together with interest and penalties, if any,
thereon. Lessor agrees to join in any

                                      -19-
<PAGE>

such proceedings (at Lessee's sole cost and expense) if the same be required to
legally prosecute such contest of the validity of such Claims; provided,
however, that Lessor shall not thereby be subjected to any liability for the
payment of any costs or expenses in connection with any proceedings brought by
Lessee; and Lessee shall indemnify and save harmless Lessor from any such costs
or expenses, including reasonable attorneys' fees and costs incurred by Lessor.
In the event that Lessee fails to pay any Claims when due or, upon Lessor's
request, to provide the security therefor as provided in this ARTICLE XII and to
diligently prosecute any contest of the same, Lessor may, upon thirty (30) days
advance written Notice to Lessee, pay such charges together with any interest
and penalties and the same shall be repayable to Lessee to Lessor at the next
Payment Date provided for in this Lease. Provided, however, that should Lessor
reasonably determine that the giving of such Notice would risk loss to the
Leased Property or impair the value of the Leased Property or in any way cause
damage to Lessor, then Lessor shall give such written Notice as is practical
under the circumstances. Lessee shall be entitled to any refund of any Claims
and such charges and penalties or interest thereon which have been paid by
Lessee or paid by Lessor and for which Lessor has been fully reimbursed.

                                  ARTICLE XIII

            13.1. General Insurance Requirements. Subject to the provisions of
SECTION 13.8, during the Term, Lessee shall at all times keep the Leased
Property, and all property located in or on the Leased Property, including
Lessee's Personal Property, insured with the kinds and amounts of insurance
described below and any additional insurance reasonably required by Lessor to
protect its interest in the Leased Property. This insurance shall be written by
companies authorized to do insurance business in the States in which the Leased
Property is located. The policies must name Lessor as an additional insured
and/or loss payee, as applicable. Losses shall be payable to Lessor or Lessee as
provided in ARTICLE XIV. In addition, upon Lessor's written request, the
policies shall name as an additional insured and/or loss payee, as applicable,
the holder ("FACILITY MORTGAGEE") of any mortgage, deed of trust or other
security agreement and any other Encumbrance placed on the Leased Property in
accordance with the provisions of ARTICLE XXXII and expressly including, without
limitation, the Existing Encumbrances (a "FACILITY MORTGAGE") by way of a
standard form of mortgagee's loss payable endorsement. Any loss adjustment shall
require the written consent of Lessor, Lessee, and each Facility Mortgagee.
Evidence of insurance shall be deposited with Lessor and, if requested, with any
Facility Mortgagee. If any provision of any Facility Mortgage requires deposits
of premiums for insurance to be made with such Facility Mortgagee, Lessee shall
either pay to Lessor monthly the amounts required and Lessor shall transfer such
amounts to each Facility Mortgagee, or, pursuant to written direction by Lessor,
Lessee shall make such deposits directly with such Facility Mortgagee. The
policies on the Leased Property, including the Leased Improvements, Fixtures and
Lessee's Personal Property, shall insure against the following risks:

                  13.1.1 Insurance against loss or damage by fire, casualty and
other hazards as now are or subsequently may be covered by an "all risk" policy
or a policy covering "special" causes of loss, with such endorsements as Lessor
(or a Facility Mortgagee) may from time to time reasonably require and which are
customarily required by institutional lenders of similar properties similarly
situated, including, without limitation, building ordinance law, lightning,
windstorm, civil commotion, hail, riot, strike, water damage, sprinkler leakage,
collapse, malicious mischief, explosion, smoke, aircraft, vehicles, vandalism,
falling objects and

                                      -20-
<PAGE>

weight of snow, ice or sleet, and covering the Leased Property in an amount
equal to 100% of the full insurable replacement value of the Leased Property
(exclusive of footings and foundations below the lowest basement floor) without
deduction for depreciation. The determination of the replacement cost amount
shall be adjusted annually to comply with the requirements of the insurer
issuing the coverage or, at Lessor's (or a Facility Mortgagee's) election, by
reference to such indexes, appraisals or information as Lessor's (or a Facility
Mortgagee's) determines in its reasonable discretion, and, unless the insurance
required by this paragraph shall be effected by blanket and/or umbrella policies
in accordance with the requirements of this Lease, the policy shall include
inflation guard coverage that ensures that the policy limits will be increased
over time to reflect the effect of inflation. Each policy shall, subject to
Lessor's (or a Facility Mortgagee's) approval, contain (i) a replacement cost
endorsement, without deduction for depreciation, (ii) either an agreed amount
endorsement or a waiver of any co-insurance provisions, and (iii) an ordinance
or law coverage or enforcement endorsement if the Improvements or the use of the
Property constitutes any legal nonconforming structures or uses, and shall
provide for deductibles in such amounts as Lessor (or a Facility Mortgagee) may
permit in its sole discretion.;

                  13.1.2 If the Leased Property contains steam boilers, steam
pipes, steam engines, steam turbines or other high pressure vessels, insurance
covering the major components of the central heating, air conditioning and
ventilating systems, boilers, other pressure vessels, high pressure piping and
machinery, elevators and escalators, if any, and other similar equipment
installed in the Leased Improvements, in an amount equal to one hundred percent
(100%) of the full replacement cost of the Leased Improvements, which policies
shall insure against physical damage to and loss of occupancy and use of the
Leased Improvements arising out of an accident or breakdown covered thereunder;

                  13.1.3 Business and rental interruption insurance (i) covering
the same perils of loss as are required to be covered by the property insurance
required under SECTION 13.1.1 AND 13.1.2 above, (ii) in an amount equal to the
projected annual net income from the Leased Property plus carrying costs and
extraordinary expenses of the Leased Property for a period of twelve (12)
months, based upon Lessee's reasonable estimate thereof as approved by Lessor
(or a Facility Mortgagee), (iii) including either an agreed amount endorsement
or a waiver of any co-insurance provisions, so as to prevent Lessee, Lessor and
any other insured thereunder from being a co-insurer, and (iv) providing that
any covered loss thereunder shall be payable to Lessor;

                  13.1.4 Commercial general liability insurance under a policy
containing "Comprehensive General Liability Form" of coverage (or a comparably
worded form of coverage) and the "Broad Form CGL" endorsement (or a policy which
otherwise incorporates the language of such endorsement), which policy shall
include, without limitation, coverage against claims for personal injury, bodily
injury, death and property damage liability without respect to the Leased
Property and the operations related thereto, whether on or off the Leased
Property, and the following coverages: Employee as Additional Insured, Product
Liability/Completed Operations; Broad Form Contractual Liability, Independent
Contractor, Personal Injury and Advertising Injury Protection, Medical Payment
(with a minimum limit of $5,000 per person), Broad Form Cross Suits Liability
Endorsement, where applicable, hired and non-owned automobile coverage
(including rented and leased vehicles), and, if any alcoholic beverages shall

                                      -21-
<PAGE>

be sold, manufactured or distributed in the Leased Property, liquor liability
coverage, all of which shall be in such amounts as Lessor may from time to time
reasonably require, but not less than One Million Dollars ($1,000,000) per
occurrence, and Five Million Dollars ($5,000,000) in the aggregate. If such
policy shall cover more than one Facility, such limits shall apply on a "per
location" basis. If any swimming pool is located at any Facility in the future,
umbrella coverage shall be provided in the amount of Ten Million Dollars
($10,000,000). Such liability policy shall delete the contractual exclusion
under the personal injury coverage, if possible, and if available, shall include
the following endorsements: Notice of Accident, Knowledge of Occurrence, and
Unintentional Error and Omission;

                  13.1.5 Professional liability insurance coverage in an amount
equal to not less than One Million Dollars ($1,000,000) per occurrence and Five
Million Dollars ($5,000,000) in the aggregate;

                  13.1.6 Flood insurance in an amount equal to the full
insurable value of the Leased Property or the maximum amount available,
whichever is less, if the Leased Property is located in an area designated by
the Secretary of Housing and Urban Development or the Federal Emergency
Management Agency as having special flood hazards; and

                  13.1.7 Workers' compensation insurance and/or other similar
insurance which may be required by governmental authorities or applicable legal
requirements in an amount at least equal to the minimum required by law, and
employer's liability insurance with a limit of One Hundred Thousand Dollars
($100,000) per accident and per disease per employee, and Five Hundred Thousand
Dollars ($500,000) in the aggregate for disease arising in connection with the
operation of the Leased Property; and

                        13.1.8 During the period of any new construction on the
Leased Property, a so-called "Builder's All-Risk Completed Value" or "Course of
Construction" insurance policy in non-reporting form for any improvements under
construction, including, without limitation, for demolition and increased cost
of construction or renovation, in an amount equal to 100% of the estimated
replacement cost value on the date of completion, including "soft cost"
coverage, and Workers' Compensation Insurance covering all persons engaged in
such construction, in an amount at least equal to the minimum required by law.
In addition, each contractor and subcontractor shall be required to provide
Facility Mortgagee with a certificate of insurance for (i) workers' compensation
insurance covering all persons engaged by such contractor or subcontractor in
such construction in an amount at least equal to the minimum required by law,
and (ii) general liability insurance showing minimum limits of at least
$5,000,000, including coverage for products and completed operations. Each
contractor and subcontractor also shall cover Lessee and Lessor (and any
Facility Mortgagee) as an additional insured under such liability policy and
shall indemnify and hold Lessee and Lessor (and any Facility Mortgagee) harmless
from and against any and all claims, damages, liabilities, costs and expenses
arising out of, relating to or otherwise in connection with its performance of
such construction.

            13.2. Replacement Cost. The term "full replacement cost" as used
herein, shall mean the actual replacement cost of the Leased Property requiring
replacement from time to time including an increased cost of construction
endorsement, less exclusions provided in the standard form of fire insurance
policy. In the event either party believes that full replacement cost (the

                                      -22-
<PAGE>

then replacement cost less such exclusions) has increased or decreased at any
time during the Term, it shall have the right to have such full replacement cost
redetermined.

            13.3. Additional Insurance. In addition to the insurance described
above, Lessee shall maintain such additional insurance as may be reasonably
required from time to time by Lessor or any Facility Mortgagee and shall further
at all times maintain, to the extent required by applicable law, worker's
compensation insurance coverage (including self-insurance) for all persons
employed by Lessee (or its agent or operator) on the Leased Property.

            13.4. Waiver of Subrogation. All insurance policies carried by
either party covering any part of the Leased Property, the Fixtures, the
Facilities, or Lessee's Personal Property including without limitation,
contents, fire and casualty insurance, shall expressly waive any right of
subrogation on the part of the insurer against the other party. The parties
hereto agree that their policies will include such waiver clause or endorsement
so long as the same are obtainable without extra cost, and in the event of such
an extra charge the other party, at its election, may pay the same, but shall
not be obligated to do so.

            13.5. Form Satisfactory, etc. All of the policies of insurance
referred to in this ARTICLE XIII shall be written in a form reasonably
satisfactory to Lessor and by insurance companies reasonably satisfactory to
Lessor (and, as applicable, any Facility Mortgagee). Subject to the foregoing,
Lessor agrees that it will not unreasonably withhold or delay its approval as to
the form of the policies of insurance or as to the insurance companies selected
by Lessee. Lessee shall pay all of the premiums therefor, and deliver such
policies or certificates thereof to Lessor prior to their effective date (and,
with respect to any renewal policy, prior to the expiration of the existing
policy), and in the event of the failure of Lessee either to effect such
insurance as herein called for or to pay the premiums therefor, or to deliver
such policies or certificates thereof to Lessor at the times required, Lessor
shall be entitled, but shall have no obligation, to effect such insurance and
pay the premiums therefor, which premiums shall be repayable by Lessee to Lessor
upon written demand therefor, and failure to repay the same shall constitute an
Event of Default within the meaning of SECTION 16.1. Each insurer mentioned in
this ARTICLE XIII shall agree, by endorsement on the policy or policies issued
by it, or by independent instrument furnished to Lessor, that it will give to
Lessor (and to any Facility Mortgagee, if required by the same) thirty (30)
days' written notice before the policy or policies in questions shall be
altered, allowed to expire or canceled.

            13.6. Increase in Limits. In the event that a Facility Mortgagee
shall at any time reasonably determine the limits of the personal injury or
property damage, or public liability insurance then carried to be insufficient,
Lessee shall thereafter carry the insurance with increased limits until further
change pursuant to the provisions of this Section; provided that if Lessor
desires to increase the limits of insurance, and such is not pursuant to the
request of a Facility Mortgagee, then Lessor may not demand an increase in
limits above the limits generally consistent with the requirements of owners of
long term care properties in the state in which the applicable Facility is
located.

            13.7. Blanket Policy. Notwithstanding anything to the contrary
contained in this ARTICLE XIII, Lessee's obligations to carry the insurance
provided for herein may be brought within the coverage of a so-called blanket
policy or policies of insurance carried and maintained

                                      -23-
<PAGE>

by Lessee; provided, however, that the coverage afforded Lessor will not be
reduced or diminished or otherwise be different from that which would exist
under a separate policy meeting all other requirements of this Lease by reason
of the use of such blanket policy of insurance, and provided further that the
requirements of this ARTICLE XIII shall be met in any such blanket policy.

            13.8. No Separate Insurance. Lessee shall not on Lessee's own
initiative or pursuant to the request or requirement of any third party take out
separate insurance concurrent in form or contributing in the event of loss with
that required in this Article, to be furnished or which may reasonably be
required to be furnished, by Lessee or increase the amount of any then existing
insurance by securing any additional policy or additional policies, unless all
parties having an insurable interest in the subject matter of the insurance,
including in all cases Lessor and all Facility Mortgagees are included therein
as additional insureds, and the loss is payable under said insurance in the same
manner as losses are payable under the Lease. Lessee shall immediately notify
Lessor of the taking out of any such separate insurance or of the increasing of
any of the amount of the then existing insurance.

            13.9. Continuous Coverage. Prior to the Commencement Date, Lessee
was the tenant and operator of the Leased Property, and prior to that, Lessee
was the owner and operator of the Leased Property. Therefore, Lessee already has
in place insurance with respect to the Leased Property. Lessee shall assure that
there is no gap in the insurance coverage provided in connection with the Leased
Property at or after the Commencement Date, and therefore, the insurance
provided by Lessee shall be continuous, with the types and amounts of coverage,
described herein to be applicable on the Commencement Date. To the extent there
is not full, complete and continuous coverage for all issues, no matter when
arising, claimed or occurring, Lessee shall, at its sole cost, obtain such
insurance.

                                  ARTICLE XIV

            14.1. Insurance Proceeds. Subject to the rights of any Facility
Mortgagee, all proceeds payable by reason of any loss of or damage to the Leased
Property, or any portion thereof, which is insured under any policy of insurance
required by ARTICLE XIII of the Lease, where the total proceeds paid by the
insurer are less than $150,000.00, shall be paid to Lessee and applied to the
reconstruction or repair, as the case may be, of any damage to or destruction of
the Leased Property, or any portion thereof. All proceeds payable by reason of
any loss of or damage to the Leased Property, or any portion thereof, which is
insured under any policy of insurance required by ARTICLE XIII of this Lease
where the total proceeds paid by the insurer are equal to or in excess of
$150,000.00 shall be paid to Lessor and held by Lessor in trust and shall be
made available for reconstruction or repair, as the case may be, of any damage
to or destruction of the Leased Property, or any portion thereof, and shall be
paid out by Lessor from time-to-time for the reasonable costs of such
reconstruction or repair. Any excess proceeds of insurance remaining after the
completion of the restoration or reconstruction of the Leased Property shall go
to Lessee, provided the Lease is in force and there exists no uncured Event of
Default; otherwise such excess shall be paid to Lessor for application as set
forth in ARTICLE XVI hereof. All insurance proceeds that are awarded and not
applied to the restoration or repair of the Leased Property shall be retained by
Lessor. All salvage resulting from any risk covered by

                                      -24-
<PAGE>

insurance shall belong to Lessor except that any salvage relating to Lessee's
Personal Property shall belong to Lessee.

            14.2. Reconstruction in the Event Damage of Destruction Covered by
Insurance Proceeds.

                  14.2.1 If during the Term, the Leased Property is totally or
partially destroyed by a risk covered by the insurance described in ARTICLE XIII
and whether or not any Facility thereby is rendered Unsuitable for its Primary
Intended Use, Lessee shall restore the Leased Property to substantially the same
condition as existed immediately before the damage or destruction. Lessee shall
be entitled to the insurance proceeds for the purpose of such repair and
restoration. Lessor shall apply or make available to Lessee insurance proceeds
received by it towards the costs of such repair and restoration.

                  14.2.2 If the cost of the repair or restoration exceeds the
amount of proceeds received by Lessee or Lessor from the insurance required
under ARTICLE XIII as provided in SECTION 14.1, above, Lessee shall be
obligated, prior to commencing the repair and restoration, to contribute any
excess amount needed to restore the Leased Property or to provide Lessor with
satisfactory evidence that such funds are, and throughout the entire period of
reconstruction will be, available. If Lessee contributes such excess in cash,
such excess shall be paid by Lessee to Lessor to be held in trust, together with
any insurance proceeds, for application to the cost of repair and restoration.

            14.3. Reconstruction in the Event of Damage of Destruction Not
Covered by Insurance. If during the Term, the Leased Property is damaged or
destroyed irrespective of the extent of the damage from a risk not covered by
the insurance described in ARTICLE XIII, whether or not such damage renders any
portion of the Leased Property Unsuitable for Its Primary Intended Use, Lessee
shall restore the damaged Leased Property to substantially the same condition it
was in immediately before such damage or destruction and such damage or
destruction shall not terminate this Lease nor result in any reduction in Rent
(including without limitation Minimum Rent).

            14.4. Lessee's Property. All insurance proceeds payable by reason of
any loss of or damage to any of Lessee's Personal Property shall be paid to
Lessee, and Lessee shall hold such insurance proceeds in trust to pay the cost
of repairing or replacing damaged Lessee's Personal Property.

            14.5. Restoration of Lessee's Property. Without limiting Lessee's
obligation to restore the Leased Property as provided in SECTIONS 14.2 AND 14.3,
Lessee shall also restore all alterations and improvements made by Lessee,
including Lessee's Personal Property but only to the extent that Lessee's
Personal Property is necessary to the operation of the Leased Property for its
Primary Intended Use in accordance with applicable Legal Requirements.

            14.6. No Abatement of Rent. This Lease shall remain in full force
and effect and Lessee's obligation to make rental payments and to pay all other
charges required by this Lease shall not be abated during the pendency of repair
or restoration.

                                      -25-
<PAGE>

            14.7. Substitution of Leased Property. Notwithstanding anything to
the contrary contained in this Lease, in the event of the total destruction of
any single Facility, Lessor shall make available to Lessee and add to the Leased
Property a facility of equal or approximate value to the destroyed Facility. If
necessary, Lessor shall apply insurance proceeds received by it towards the
replacement of the destroyed Facility. Lessor may elect to satisfy the foregoing
obligation either by purchasing an already existing facility, by constructing a
new facility, or otherwise.

                                   ARTICLE XV

      15. Condemnation.

            15.1. Definitions.

                  15.1.1 "CONDEMNATION" means (a) the exercise of any
governmental power, whether by legal proceedings or otherwise, by a Condemnor,
(b) a voluntary sale or transfer by Lessor to any Condemnor, either under threat
of Condemnation or while legal proceedings for Condemnation are pending.

                  15.1.2 "DATE OF TAKING" means the date the Condemnor has the
right to possession of the property being condemned.

                  15.1.3 "AWARD" means all compensation, sums or anything of
value awarded, paid or received on a total or partial Condemnation.

                  15.1.4 "CONDEMNOR" means any public or quasi-public authority,
or private corporation or individual, having the power of Condemnation.

            15.2. Parties' Rights and Obligations. If during the Term there is
any taking of all or any part of the Leased Property or any interest in this
Lease by Condemnation, the rights and obligations of the parties shall be
determined by this ARTICLE XV.

            15.3. Total Condemnation. If title to the fee of the whole of the
Leased Property shall be taken or condemned by any Condemnor, this Lease shall
cease and terminate as of the Date of Condemnation by said Condemnor. Upon the
termination of the Lease following a total Condemnation, all Rent (including,
without limitation, Minimum Rent, Additional Rent and Additional Charges) paid
or payable by Lessee hereunder shall be apportioned as of the date of
termination. Notwithstanding anything to the contrary contained in this Lease,
in the event of the total condemnation of any single Facility, Lessor shall make
available to Lessee and add to the Leased Property a facility of equal or
approximate value to the condemned Facility. If necessary, Lessor shall apply
any Award received by it towards the replacement of the condemned Facility.
Lessor may elect to satisfy the foregoing obligation either by purchasing an
already existing facility, by constructing a new facility, or otherwise.

            15.4. Allocation of Portion of Award. Any Award made with respect to
all or any portion of the Leased Property or for loss of rent, or for loss of
business, whether or not beyond the Term of this Lease, or for the loss of value
of the leasehold (including the bonus value of the Lease) shall be solely the
property of and payable to Lessor. Lessee shall be entitled

                                      -26-
<PAGE>

to make a separate claim for the taking of Lessee's Personal Property (as long
as such claim will not diminish Lessor's Award), for the removal or relocation
expenses of Lessee (as long as such claim will not diminish Lessor's Award), or
for any other loss that can be awarded to Lessee separately from Lessor's claim
and which will not in any respect whatsoever diminish or threaten to diminish
the total amounts to be awarded to Lessor as set forth above or otherwise for
Lessee's full fee simple interest in the Leased Property. In any Condemnation
proceedings, each of the Lessor and Lessee shall each seek its own claim in
conformity herewith, at its own expense. Lessor's obligation to contribute part
of its Award for restoration is set forth in SECTION 15.5, below.

            15.5. Partial Taking. If title to the fee of less than the whole of
the Leased Property shall be so taken or condemned, this Lease shall continue in
full force and effect, there shall be no reduction in Rent (including, without
limitation, Minimum Rent and Additional Charges).

            15.6. Temporary Taking. Lessee agrees that if, at any time after the
date hereof, the whole or any part of the Leased Property or of Lessee's
interest under this Lease, shall be Condemned by any Condemnor for its temporary
use or occupancy, this Lease shall not terminate by reason thereof, and Lessee
shall continue to pay, in the manner and at the times herein specified, the full
amounts of Rent (including Minimum Rent, Additional Charges and Additional
Rent). Except only to the extent that Lessee may be prevented from doing so
pursuant to the terms of the order of the Condemnor, Lessee shall also continue
to perform and observe all of the other terms, covenants, conditions and
obligations hereof, on the part of the Lessee to be performed and observed, as
though such Condemnation had not occurred. In the event of any such Condemnation
as in this SECTION 15.6 described, the entire amount of any such Award made for
such temporary use, whether paid by way of damages, rent or otherwise, shall be
paid to Lessee, Lessee covenants that upon the termination of any such period of
temporary use of occupancy as set forth in this SECTION 15.6, it will, at its
sole cost and expense, restore the Leased Property as nearly as may be
reasonably possible, to the condition in which the same was immediately prior to
the Condemnation, unless such period of temporary use or occupancy shall extend
beyond the expiration of the Term, in which case Lessee shall not be required to
make such restoration, and in such case, Lessee shall contribute to the cost of
such restoration that portion of its entire Award which is specifically
allocated to such restoration in the judgment or order of the court, if any.

                                  ARTICLE XVI

            16.1. Events of Default. Any one or more of the following events
shall be an "EVENT OF DEFAULT":

                  (a) if Lessee fails to make payment of the Rent payable by
Lessee under this Lease when the same becomes due and payable and such failure
is not cured by Lessee within a period of three (3) Business Days after Notice
thereof from Lessor; or

                  (b) if Lessee fails to observe or perform any other term,
covenant or condition of this Lease and such failure is not cured by Lessee
within a period of thirty (30) days after Notice thereof from Lessor, unless
such failure cannot with due diligence be cured within a

                                      -27-
<PAGE>

period of thirty (30) days, in which case such failure shall not be deemed an
Event of Default if Lessee proceeds promptly and with due diligence to cure the
failure and diligently completes the curing thereof within ninety days of
receipt of Lessor's Notice. No Event of Default shall be deemed to exist under
this clause (b) during any time the curing thereof is prevented by an
Unavoidable Delay, provided that upon the cessation of such Unavoidable Delay,
Lessee shall remedy such default without further delay;

                  (c) if Lessee commits an "Event of Default" under any of the
Other Leases (defined below). Without limiting the foregoing, if Lessee commits
an "Event of Default" under this Lease, Lessee shall thereby be in default (and
shall therefore have committed an "Event of Default") under each and all of the
Other Leases; or

                  (d) if Lessee does any of the following: (i) admit in writing
its inability to pay its debts generally as they become due; (ii) file a
petition in bankruptcy or a petition to take advantage of any federal or state
insolvency law; (iii) make a general assignment for the benefit of its
creditors; (iv) consent to the appointment of a receiver of itself or of the
whole or any substantial part of its property; or (v) file a petition or answer
seeking reorganization or arrangement under the Federal bankruptcy laws or any
other applicable law or statute of the United States of America or any state
thereof, or

                  (e) if Lessee, on a petition in bankruptcy filed against it,
is adjudicated a bankrupt or an order for relief thereunder is entered against
it or a court of competent jurisdiction shall enter an order or decree
appointing, without the consent of Lessee, a receiver for Lessee or of the whole
or substantially all of its property, or approving a petition filed against
Lessee seeking reorganization or arrangement of Lessee under the federal
bankruptcy laws or any other applicable law or statute of the United States of
America or any state thereof and such judgment, order or decree shall not be
vacated or set aside or stayed within ninety (90) days from the date of the
entry thereof; or

                  (f) if Lessee shall be liquidated or dissolved, or shall begin
proceedings toward such liquidation or dissolution, or shall, in any manner,
permit the sale or divestiture of substantially all of its assets; or

                  (g) if the estate or interest of Lessee in the Leased Property
or any part thereof be levied upon or attached in a proceeding and the same
shall not be vacated or discharged within the later of ninety (90) days after
commencement thereof or thirty (30) days after Notice thereof from Lessor,
(unless Lessee shall be contesting such lien or attachment in good faith in
accordance with ARTICLE XII hereof); or

                  (h) if Lessee voluntarily ceases operations on the Leased
Property for a period in excess of two (2) days; or

                  (i) if any of Lessee's representations or warranties set forth
in this Lease proves to be untrue when made in any material respect which
materially and adversely affects Lessor; or

                  (j) if Lessee (or any of its Affiliates) commits an "Event of
Default" under any other lease or sublease now or hereafter entered into between
Lessor (or any of its

                                      -28-
<PAGE>

Affiliates) and Lessee (or any of its Affiliates) (the "OTHER LEASES"). Without
limiting the foregoing, if Lessee commits an "Event of Default" under this
Lease, Lessee (or any of its Affiliates) shall thereby have committed an "Event
of Default" under the Other Leases); or

                  (k) if Lessee attempts to assign or sublease, in violation of
the provisions of this Lease; or

                  (l) subject to the provisions of ARTICLE XII hereof, if Lessee
ceases to maintain in effect any license, permit, certificate or approval
necessary or otherwise required to operate any Facility in accordance with its
Primary Intended Use; or

                  (m) any Change in Control (as defined below) of Lessee
following the Commencement Date of this Lease. As used in this SECTION 16.1(m),
the term "CHANGE OF CONTROL" shall mean any change (voluntary or involuntary, by
operation of law or otherwise) in the Person or Persons (as defined below) which
ultimately exert effective control over the management of the affairs of Lessee
(a "CONTROLLING ENTITY") as of the date hereof. A Change of Control shall
specifically include, but not be limited to, any of the occurrences described in
subparagraphs (i) through (iii) below in this SECTION 16.1(m).

      Notwithstanding anything to the contrary set forth in this SECTION
16.1(m), any Change of Control which either (a) has been previously agreed to in
writing by Lessor, or (b) constitutes a Permitted Transaction (as defined
below), shall not constitute an Event of Default under this Lease. For the
purpose of this SECTION 16.1(m), the term "PERMITTED TRANSACTION" shall mean any
transaction, whether by operation of law or otherwise, resulting in a Change in
Control in which, immediately following such Change in Control, the Person or
Persons which ultimately exert effective control over the management of the
affairs of Lessee and/or Lessee's Controlling Entity (such Person or Persons,
the "SUCCESSOR PERSON") meet both of the following tests: (A) such Successor
Person or Persons has or have an audited consolidated tangible net worth,
determined in accordance with generally accepted accounting principles
consistently applied ("GAAP"), equal to or greater than One Hundred Fifty
Million and No/100 Dollars ($150,000,000.00), and (B) such Successor Person or
Persons then has or have issued and outstanding securities which are publicly
traded on the New York Stock Exchange ("NYSE"), the American Stock Exchange
("AMEX"), or the NASDAQ-National Markets System ("NASDAQ"). From and after the
occurrence of a Permitted Transaction, the failure by the Successor Person or
Persons to (AA) maintain an audited consolidated tangible net worth, determined
in accordance with GAAP, equal to or greater than One Hundred Fifty Million and
No/100 Dollars ($150,000,000.00), and (BB) continue to have issued and
outstanding securities which are publicly traded on the NYSE, the AMEX, or the
NASDAQ, shall constitute an Event of Default.

      For purposes of this SECTION 16.1(m), a Change of Control shall include,
but not be limited to, any of the following occurrences:

            (i) any Person (defined below) is or becomes the Beneficial Owner
(defined below), directly or indirectly, of securities of Lessee and/or Lessee's
Controlling Entity, whether by operation of law or otherwise, representing
thirty percent (30%) or more of the combined

                                      -29-
<PAGE>

voting power of the then outstanding securities of Lessee and/or its Controlling
Entity (whereupon such Person shall be deemed a Successor Person hereunder); or

            (ii) the stockholders of Lessee or its Controlling Entity approve a
merger or consolidation of Lessee or its Controlling Entity (as applicable) with
any other corporation (or other entity), other than a merger or consolidation
which would result in the voting securities of Lessee or its Controlling Entity
(as applicable) which are outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than fifty percent (50%) of the
combined voting power of the voting securities of Lessee or its Controlling
Entity or such surviving entity immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to implement a
recapitalization of Lessee or its Controlling Entity (or similar transaction) in
which no Person acquires more than thirty percent (30%) of the combined voting
power of the then outstanding securities of Lessee and/or its Controlling Entity
shall not constitute a Change in Control; or

            (iii) the stockholders of Lessee or its Controlling Entity approve a
plan of complete liquidation of Lessee or its Controlling Entity (as applicable)
or an agreement for the sale or disposition by Lessee or its Controlling Entity
of all or substantially all of the assets of Lessee or its Controlling Entity.

      For purposes of this SECTION 16.1(m), the term "PERSON" shall have the
meaning ascribed thereto in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"), and the term "BENEFICIAL OWNER"
shall have the meaning ascribed thereto in Rule 13d-3 of the Exchange Act.

      Upon the occurrence of an Event of Default, in addition to all of Lessor's
other remedies, Lessor may terminate this Lease by giving Lessee not less than
ten (10) Business Days' Notice of such termination and upon the expiration of
the time fixed in such Notice, the Term shall terminate and all rights of Lessee
under this Lease shall cease.

      In the event litigation is commenced with respect to any alleged default
under this Lease, the prevailing party in such litigation shall receive, in
addition to its damages incurred, such sum as the court shall determine as its
reasonable attorneys' fees, and all costs and expenses incurred in connection
therewith. Lessor's fees, costs and expenses, including those related to any
insolvency proceedings filed by Lessee, shall constitute Additional Charges
hereunder.

      Notwithstanding the foregoing, Lessor acknowledges and agrees that the
following shall not constitute Events of Default hereunder: (i) the occurrence
of any default by Lessee under SECTIONS 16(d) AND (e) prior to January 31, 2003,
(ii) the occurrence of any default by Lessee under SECTIONS 16(d) AND (e) after
January 31, 2003 but only during the pendency of a bankruptcy proceeding in
which Lessee is a debtor, which proceeding was filed prior to January 31, 2003,
(iii) the occurrence of any default by Lessee under SECTION 16(m) prior to
January 31, 2003 or after January 31, 2003 but only during the pendency of or
the confirmation plan issued pursuant to a bankruptcy proceeding in which Lessee
is a debtor which proceeding was filed prior to January 31, 2003, or (iv) the
occurrence of any default by Lessee under SECTION 16(c) or 16(j) resulting from
any of the actions described in (i) - (iii) hereof prior to

                                      -30-
<PAGE>

January 31, 2003 or during the pendency or the confirmation plan issued pursuant
to a bankruptcy proceeding in which Lessee is a debtor which proceeding was
filed prior to January 31, 2003.

      Lessee further agrees that if any of the events described in SECTIONS
16(d) AND (e) should occur at anytime during the Term, Lessee shall affirm this
Lease and all of its obligations as set forth hereunder.

            16.2. Certain Remedies. In addition to all of its rights under this
Lease, Lessor shall have all remedies and rights provided in law and equity as a
result of an Event of Default or Lessee's other breach under this Lease. Without
limiting the foregoing, if an Event of Default occurs (and the event giving rise
to such Event of Default has not been cured within the curative period relating
thereto as set forth in SECTION 16.1 above) whether or not this Lease has been
terminated pursuant to SECTION 16.1, Lessee shall, to the extent permitted by
law, if required by Lessor so to do, immediately surrender to Lessor the Leased
Property pursuant to the provisions of SECTION 16.1 and quit the same and Lessor
may enter upon and repossess the Leased Property by reasonable force, summary
proceedings, ejectment or otherwise, and may remove Lessee and all other persons
and any and all personal property from the Leased Property subject to rights of
any residents or patients and to Legal Requirements.

            16.3. Damages. Neither (a) the termination of this Lease pursuant to
SECTION 16.1, (b) the repossession of the Leased Property, nor (c) the failure
of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased
Property, shall relieve Lessee of its liability and obligations hereunder, all
of which shall survive any such termination, repossession or reletting. In the
event of any such termination, Lessee shall forthwith pay to Lessor all Rent due
and payable through and including the date of such termination.

      Lessor shall not be deemed to have terminated this Lease unless Lessor
delivers Notice to Lessee of such election. If Lessee voluntarily elects to
terminate this Lease, then in addition to all remedies available to Lessor,
Lessor may recover the sum of: (i) the worth at the time of award of the unpaid
Rent which had been earned at the time of termination; (ii) the worth at the
time of award of the amount by which the unpaid Rent which would have been
earned after termination until the time of award exceeds the amount of such
rental loss that Lessee proves could have been reasonably avoided; (iii) the
worth at the time of award of the amount by which the unpaid Rent for the
balance of the Term after the time of award exceeds the amount of such rental
loss that Lessee proves could be reasonably avoided, and (iv) any other amount
necessary to compensate Lessor for all the detriment proximately caused by
Lessee's failure to perform its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom, including
reasonable attorney fees, court costs and reasonable out-of-pocket expenses in
the enforcement of Lessor's rights hereunder.

      The "worth at the time of award" of the amounts referred to in
subparagraphs (i) and (ii) above is computed by allowing interest at the maximum
legal rate of interest permitted in accordance with the laws of the State of
California. The worth at the time of award of the amount referred to in
subparagraph (iii) is computed by discounting such amount at the discount rate
of the Federal Reserve Bank of San Francisco at the time of award plus one
percent (1%).

                                      -31-
<PAGE>

      Without limiting Lessor's other remedies provided herein and provided by
law, Lessor may continue the Lease in effect after Lessee's breach and
abandonment and recover Rent as it becomes due, provided that, in such event,
Lessee has the right to sublet or assign subject only to reasonable conditions
imposed by Lessor. Accordingly, without termination of Lessee's right to
possession of the Leased Property, Lessor may demand and recover each
installment of Rent and other sums payable by Lessee to Lessor under this Lease
as the same becomes due and payable, which Rent and other sums shall bear
interest at the maximum interest rate permitted in accordance with the laws of
the State of California, from the date when due until paid, and Lessor may
enforce, by action or otherwise, any other term or covenant of this Lease.

            16.4. Application of Funds. Any payments received by Lessor under
any of the provisions of this Lease during the existence or continuance of any
Event of Default shall be applied to Lessee's obligations in the order which
Lessor may determine or as may be prescribed by the laws of the State of
California.

            16.5. Executory Contract. Should Lessee file any proceeding under
federal bankruptcy or other comparable federal or state insolvency laws, it
shall, in addition to any other requirement under 11 U.S.C., Section 365 or
other applicable provisions, be required to cure any and all obligations
hereunder prior to being allowed to assume this Lease.

                                  ARTICLE XVII

      17. Lessor's Right to Cure Lessee's Default. If Lessee fails to make any
payment or to perform any act required to be made or performed under this Lease,
and to cure the same within the relevant time periods provided in SECTION 16.1,
Lessor, after thirty (30) days Notice to and demand upon Lessee, and without
waiving or releasing any obligation of Lessee or default, may (but shall be
under no obligation to) at any time thereafter make such payment or perform such
act for the account and at the expense of Lessee, and may, to the extent
permitted by law, enter upon the Leased Property for such purpose and take all
such action thereon as, in Lessor's opinion, may be necessary or appropriate
therefor. Provided, however, that should Lessor reasonably determine that the
giving of such Notice would risk loss to the Leased Property or cause damage to
Lessor, then Lessor shall give such written Notice as is practical under the
circumstances. No such entry shall be deemed an eviction of Lessee. In
exercising any remedy under this ARTICLE XVII, Lessor shall use its good faith
efforts not to violate any rights of residents of the applicable Facility. All
sums so paid by Lessor and all costs and expenses (including, without
limitation, reasonable attorneys' fees and expenses, in each case) so incurred,
together with a late charge thereon (to the extent permitted by law) at the rate
set forth in SECTION 3.5 above from the date on which such sums or expenses are
paid or incurred by Lessor, shall be paid by Lessee to Lessor on demand. The
obligations of Lessee and rights of Lessee contained in this Article shall
survive the expiration or earlier termination of this Lease.

                                 ARTICLE XVIII

      18. Intentionally omitted.

                                      -32-
<PAGE>

                                  ARTICLE XIX

      19. Holding Over. If Lessee shall for any reason remain in possession of
the Leased Property after the expiration of the Term or earlier termination of
the Term hereof, such possession shall be as a month-to-month tenant during
which time Lessee shall pay as rental each month, the aggregate of (i) 150%
multiplied by the Minimum Rent payable with respect to the last month of the
Term, (ii) all Additional Charges accruing during such month and (iii) all other
sums payable by Lessee pursuant to the provisions of this Lease. During such
period of month-to-month tenancy, Lessee shall be obligated to perform and
observe all of the terms, covenants and conditions of this Lease, but shall have
no rights hereunder other than the right, to the extent given by law to
month-to-month tenancies, to continue its occupancy and use of the Leased
Property. Nothing contained herein shall constitute the consent, express or
implied, of Lessor to the holding over of Lessee after the expiration or earlier
termination of this Lease.

                                   ARTICLE XX

      20. Risk of Loss. During the Term of this Lease, the risk of loss or of
decrease in the enjoyment and beneficial use of the Leased Property in
consequence of the damage or destruction thereof by fire, the elements,
casualties, thefts, riots, wars or otherwise, or in consequence of foreclosures
(except to the extent caused by or through Lessor), attachments, levies or
executions (other than those caused by or through Lessor) is assumed by Lessee,
and in the absence of gross negligence or willful misconduct by Lessor, Lessor
shall in no event be answerable or accountable therefor, nor shall any of the
events mentioned in this Section entitle Lessee to any abatement or offset of
Rent, or any right to terminate this Lease. Without limiting the foregoing,
Lessor shall not be liable for injury or damage to the person or goods, wares,
merchandise or other property of Lessee, Lessee's employees, contractors,
invitees, customers, or any other person in or about the Leased Property,
whether such damage or injury is caused by or results from fire, steam,
electricity, gas, water or rain, or from the breakage, leakage, obstruction or
other defects of pipes, fire sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, or from any other cause, whether the said
injury or damage results from conditions arising upon the Leased Property, or
any part thereof, or from other sources or places, and regardless of whether the
cause of such damage or injury or the means of repairing the same is accessible
or not, unless such damage or injury is a result of the gross negligence or
willful misconduct of Lessor. Lessor shall not be liable for any damages arising
from any act or omission of Lessee, or any other party named above.

                                  ARTICLE XXI

      21. Indemnification. Notwithstanding the existence of any insurance
provided for in ARTICLE XIII, and without regard to the policy limits of any
such insurance, Lessee will protect, indemnify, save harmless and defend Lessor
from and against all liabilities, obligations, claims, damages, awards,
penalties, causes of action, costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses), to the extent permitted by law,
imposed upon or incurred by or asserted against Lessor by reason of: (a) any
accident, injury to or death of persons or loss of or damage to property
occurring on or about the Leased Property or adjoining sidewalks, including
without limitation any claims of malpractice, (b) any occupancy, use, misuse,
non-use, condition, including any environmental conditions caused by Lessee,
maintenance or repair by Lessee of the Leased Property, (c) any Impositions
(which are the obligations of Lessee to pay pursuant to the applicable
provisions of this Lease), (d) any failure

                                      -33-
<PAGE>

on the part of Lessee to in any way perform or comply with any of the terms of
this Lease, and (e) the non-performance of any of the terms and provisions of
any and all existing and future subleases of the Leased Property (to the extent
permitted) to be performed by the Lessee thereunder. Any amounts which become
payable by Lessee under this Section shall be paid within ten (10) Business Days
of receipt by Lessee of Lessor's written demand for such sums, and if not timely
paid, shall bear a late charge (to the extent permitted by law), at the rate set
forth in SECTION 3.5 above, from the date of such determination to the date of
payment. Lessee, at its sole cost and expense, shall contest, resist and defend
any such claim, action or proceeding asserted or instituted against Lessor, or
may compromise or otherwise dispose of the same as Lessee sees fit, all at
Lessee's sole cost and expense. Nothing herein shall be construed as
indemnifying Lessor against its own grossly negligent, reckless or willful
misconduct or against the acts or omissions of any subsequent lessee of the
Leased Property in the event of the termination by Lessor of Lessee's right to
possession of the Leased Property without termination of the Lease. Lessee's
liability for a breach of the provisions of this Article arising during the Term
hereof shall survive any termination of this Lease.

                                  ARTICLE XXII

      22. Subletting and Assignment. Lessee may not assign, sublease or sublet,
encumber, appropriate, pledge or otherwise transfer, the Lease or the leasehold
or other interest in the Leased Property without Lessor's consent, which consent
shall not be unreasonably withheld. Upon Lessor's consent, (a) in the case of a
subletting, the sublessee shall comply with the provisions of SECTION 22.2, (b)
in the case of an assignment, the assignee shall assume in writing and agree to
keep and perform all of the terms of this Lease on the part of Lessee to be kept
and performed and shall be, and become, jointly and severally liable with Lessee
for the performance thereof, (c) an original counterpart of each such sublease
and assignment and assumption, duly executed by Lessee and such sublessee or
assignee, as the case may be, in a form and substance satisfactory to Lessor,
shall be delivered promptly to Lessor, and (d) in case of either an assignment
or subletting, Lessee shall remain primarily liable, as principal rather than as
surety, for the prompt payment of the Rent and for the performance and
observance of all of the covenants and conditions to be performed by Lessee
hereunder. Nothing hereunder shall preclude Lessor from selling the Leased
Property or assigning or transferring its interest hereunder, provided the new
owner or assignee expressly assumes Lessor's obligations under this Lease.

            22.1. Attornment. Lessee shall insert in a sublease permitted under
SECTION 22.1 provisions to the effect that (a) such sublease is subject and
subordinate to all of the terms and provisions of this Lease and to the rights
of Lessor hereunder, (b) in the event this Lease shall terminate before the
expiration of such sublease, the sublessee thereunder at Lessor's option, attorn
to Lessor and waive any right the sublessee may have to terminate the sublease
or to surrender possession thereunder, as a result of the termination of this
Lease, and (c) in the event the sublessee receives a written Notice from Lessor
or Lessees assignees, if any, stating that Lessee is in default under this
Lease, the sublessee shall thereafter be obligated to pay all rentals accruing
under said sublease directly to the party giving such Notice, or as such party
may direct. All rents received from the sublessee by Lessor or Lessor's
assignees, if any, as the case may be, shall be credited against the amounts
owing by Lessee under this Lease.

                                      -34-
<PAGE>

            22.2. Sublease Limitation. Anything contained in this Lease to the
contrary notwithstanding, Lessee shall not sublet the Leased Property on any
basis, such that the rental to be paid by the sublessee thereunder would be
based, in whole or in part, on either (i) the income or profits derived by the
business activities of the sublessee, or (ii) any other formula such that any
portion of the sublease rental received by Lessor would fail to qualify as
"rents from real property" within the meaning of Section 856(d) of the Code, or
any similar or successor provision thereto.

                                 ARTICLE XXIII

      23. Compliance with Mortgage. Subject to applicable requirements set forth
elsewhere in this Lease, Lessee shall comply with all applicable provisions of
any Facility Mortgage, and shall comply with any reasonable request for
information (including, without limitation, any financial information that may
not be expressly required in this Lease) from any Facility Mortgagee.

                                  ARTICLE XXIV

      24. Lessor's Right to Inspect; Officer's Certificates; Books and Records.

            24.1. Lessor's Right to Inspect. Lessee shall permit Lessor and its
authorized representatives to inspect the Leased Property as well as Lessee's
books and records on reasonable notice (twenty-four (24) hours prior notice
shall be deemed reasonable) during usual business hours subject to any security,
health, safety or confidentiality requirements of Lessee or any Legal
Requirements or Insurance Requirements.

            24.2. Officer's Certificates. At any time from time-to-time upon not
less than ten (10) days Notice by Lessor, Lessee will furnish to Lessor a
certified written certificate from a duly authorized officer of Lessee
certifying that this Lease is unmodified and in full force and effect (or that
this Lease is in full force and effect as modified and setting forth the
modifications), the date to which Rent has been paid and such other information
concerning this Lease as may be reasonably requested by Lessor and/or any
Facility Mortgagee. Any such certificate furnished, whether pursuant to this
SECTION 24.2 or some other provision in this Lease, may be relied upon by
Lessor, any prospective purchaser of the Leased Property and Facility Mortgagee.

            24.3. Books and Records. In addition to all other obligations to
provide financial information contained elsewhere in this Lease, Lessee will
furnish the following to Lessor:

                  (a) Lessee shall keep adequate books and records of account
with respect to the Leased Property and each Facility in accordance with GAAP
(but omitting footnotes), or in accordance with other methods elected by Lessee
from time to time and reasonably acceptable to Lessor (such as the tax basis
method of accounting, consistently applied) and Lessee shall furnish to Lessor:
(i) quarterly operating statements of each Facility (the "PERIODIC OPERATING
STATEMENTS") detailing the revenues received, the expenses incurred and the net
operating income for that quarter and containing appropriate year to date
information,

                                      -35-
<PAGE>

the Periodic Operating Statements to be provided within forty-five (45) days
after the end of each of the first three fiscal quarters of each fiscal year and
within ninety (90) days after the end of the fourth fiscal quarter of each
fiscal year; and (ii) an annual operating statement of each Facility (the
"ANNUAL OPERATING STATEMENT") detailing the total revenues received, total
expenses incurred, and total net operating income, the Annual Operating
Statement to be provided within ninety (90) days after the close of each fiscal
year of the Lessee.

                  (b) In addition to the financial reports specified in the
preceding paragraph, Lessee also shall deliver occupancy reports listing the
number of units, the percentage of occupancy, and the gross revenue from
residents (the "OCCUPANCY INFORMATION"), prepared and certified by Lessee to
Lessor (and upon request any Facility Mortgagee) as true and correct, such
Occupancy Information to be provided on a quarterly basis, within forty-five
(45) days after the end of each of the first three fiscal quarters of each
fiscal year and within ninety (90) days after the end of the fourth fiscal
quarter of each fiscal year.

                  (c) Notwithstanding the foregoing, Lessor shall have the
option, which may be exercised by Notice to Lessee, to require Lessee to furnish
the Periodic Operating Statements and the Occupancy Information on a monthly
basis (within thirty (30) days after the end of each calendar month) for a
period of twelve successive calendar months, commencing with the first full
calendar month following the date of such notice.

                  (d) To the extent that Lessee, or any Controlling Entity of
Lessee, is required by any regulatory agency to file financial statements or
reports, within ten (10) calendar days of such filing, Lessee shall deliver to
Lessor a copy of any such filing(s) and report(s). To the extent prepared,
Lessee shall also provide to Lessor on an annual basis, copies of such financial
statements and/or reports and/or filings (whether audited or unaudited,
depending on the practice of such entities) prepared by any Controlling Entity.

                  (e) Lessee shall provide to Lessor (i) quarterly operating
statements (unaudited) of Lessee, detailing the revenues received, the expenses
incurred and the net operating income for that quarter and containing
appropriate year to date information, to be provided within forty-five (45) days
after the end of each of the first three fiscal quarters of each fiscal year and
within ninety (90) days after the end of the fourth fiscal quarter of each
fiscal year; and (ii) an annual operating statement (audited) of Lessee,
detailing the total revenues received, total expenses incurred, and total net
operating income, to be provided within ninety (90) days after the close of each
fiscal year of the Lessee.

      Whether or not expressly stated elsewhere above in this SECTION 24.3, all
information, reports, filings, etc. provided by Lessee to Lessor under this
SECTION 24.3 shall be (i) prepared in accordance with GAAP (but omitting
footnotes), and (ii) accompanied with a written certificate from a duly
authorized officer of Lessee certifying that to the best knowledge of the
officer executing such certificate, all accompanying information is true and
complete. In addition to all of the items expressly identified and required
elsewhere in this SECTION 24.3 (or elsewhere in this Lease), Lessee shall
promptly comply with any request by Lessor or any Facility Mortgagee for the
production of additional financial information (whether relating to Lessee, or a
Controlling Entity of Lessee) as may deemed relevant or prudent by Lessor and/or
any Facility Mortgagee.

                                      -36-
<PAGE>

                                  ARTICLE XXV

      25. No Waiver. The waiver by Lessor or Lessee of any term, covenant or
condition in this Lease shall not be deemed to be a waiver of any other term,
covenant or condition or any subsequent waiver of the same or any other term,
covenant or condition contained in this Lease. The subsequent acceptance of Rent
hereunder by Lessor or any payment by Lessee shall not be deemed to be a waiver
of any preceding default of any term, covenant or condition of this Lease, other
than the failure to pay the particular amount so received and accepted,
regardless of the knowledge of any preceding default at the time of the receipt
or acceptance.

                                  ARTICLE XXVI

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

                                  ARTICLE XXVII

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

                                 ARTICLE XXVIII

      28. No Merger of Title. There shall be no merger of this Lease or of the
leasehold estate created hereby by reason of the fact that the same person,
firm, corporation or other entity may acquire, own or hold, directly or
indirectly, (a) this Lease or the leasehold estate created hereby or pay
interest in this Lease or such leasehold estate and (b) the fee estate in the
Leased Property.

                                  ARTICLE XXIX

      29.1 Conveyance by Lessor. If Lessor or any successor Lessor of the Leased
Property shall convey the Leased Property or assign its interest herein in
accordance with the terms hereof other than as security for a debt Lessor or
such successor Lessor, as the case may be, shall thereupon be released from all
future liabilities and obligations of Lessor under this Lease arising or
accruing from and after the date of such conveyance or other transfer as to the
Leased Property and all such future liabilities and obligations shall thereupon
be binding upon the new Lessor, provided the new Lessor has agreed in writing
for the benefit of Lessee to be bound by all of the terms and conditions hereof.

                                      -37-
<PAGE>

      29.2 Bond Reserve Account Balance. Provided that Lessee is not then in
default under this Lease, Lessor shall pay to Lessee the "BOND RESERVE ACCOUNT
BALANCE" (as defined below) as of the date, and payable on the date, on which
the earlier of the following occurs: (a) all principal of, premium, if any, and
interest on the "BONDS" (as defined in the Trust Indentures) is paid in full;
and (b) a transfer of all of Lessor's title and interest in the Leased Property
due to Lessor's sale of the Leased Property (as opposed to by reason of any
merger, consolidation or sale of corporate stock) is consummated. The "BOND
RESERVE ACCOUNT BALANCE" shall mean (i) all amounts then remaining in the "Bond
Reserve Account" (as defined in the Trust Indentures) established pursuant to
the Trust Indentures and the Master Leases, including all interest earned
thereon; plus (ii) all sums, if any, that have been deducted from the bond
Reserve Account as a result of Lessor's default under this Lease or the Master
Leases; less (iii) all sums, if any, that have been deposited into the Bond
Reserve Account by Lessor.

                                  ARTICLE XXX

      30. Quiet Enjoyment. So long as Lessee shall pay all Rent as the same
becomes due and shall comply with all of the terms of this Lease and perform its
obligations hereunder, and except for any claims, actions, liens or encumbrances
(i) arising from the acts or omissions of Lessee or (ii) otherwise from events
occurring prior to the Commencement Date hereunder (expressly excluding events
arising by, through or under Lessor), Lessee shall peaceably and quietly have,
hold and enjoy the Leased Property for the Term hereof, free of any claim or
other action by Lessor or anyone claiming by, through or under Lessor, but
subject to (i) all Encumbrances for which Lessor has delivered non-disturbance
agreements under SECTION 32.1 and (ii) all other encumbrances of record as of
the date hereof and not arising by, through or under Lessor or hereafter
consented to by Lessee. Except as otherwise provided in this Lease, no failure
by Lessor to comply with the foregoing covenant or any covenant of this Lease
shall give Lessee any right to cancel or terminate this Lease or abate, reduce
or make a deduction from or offset against the Rent or any other sum payable
under this Lease, or to fail to perform any other obligation of Lessee
hereunder.

                                  ARTICLE XXXI

      31. Notices. All notices, demands, requests, consents, approvals and other
communications ("NOTICE" or "NOTICES") hereunder shall be in writing and served
upon the party being served either by (i) personal delivery, (ii) registered or
certified mail, return receipt requested and postage prepaid, or (iii) overnight
delivery service, addressed to the respective parties, as follows:

            If to Lessor:         LTC Properties, Inc.
                                  300 Esplanade Drive, Suite 1860
                                  Oxnard, California 93036
                                  Attn: Andre Dimitriadis
                                  Telephone: (805) 981-8660

                                      -38-
<PAGE>

            with a copy to:       LTC Properties, Inc.
                                  300 Esplanade Drive, Suite 1860
                                  Oxnard, California 93036
                                  Attn: Legal Department
                                  Telephone: (805) 981-3611

            If to Lessee:         Alterra Healthcare Corporation
                                  10000 Innovation Drive
                                  Milwaukee, Wisconsin 53226
                                  Attn: Mark W. Ohlendorf
                                  Telephone: (414) 918-5403

            with a copy to:       Rogers and Hardin
                                  2700 International Tower, Peachtree Center
                                  229 Peachtree Street, N.E.
                                  Atlanta, Georgia 30303
                                  Attn: Miriam J. Dent, Esq.
                                  Telephone: (404) 420-4608

or to such other address or person as either party may hereafter designate by a
Notice pursuant to this Section. In all instances, Notice shall be deemed
effective upon proof of receipt.

                                 ARTICLE XXXII

            32.1. Lessor May Grant Liens. Without the consent of Lessee, but
subject to the terms and conditions set forth below in this SECTION 32.1, Lessor
may, from time-to-time, directly or indirectly, create or otherwise cause to
exist any lien or encumbrance or any other change of title ("ENCUMBRANCE") upon
the Leased Property, or any portion thereof or interest therein, whether to
secure any borrowing or other means of financing or refinancing or otherwise.
Provided that Lessee receives the non-disturbance agreement described below,
this Lease is and at all times shall be subject and subordinate to any such
Encumbrance which may now or hereafter affect the Leased Property and to all
renewals, modifications, consolidations, replacements and extensions thereof.
This clause shall be self-operative and no further instruments of subordination
shall be required; provided, however that, at any time from time to time, within
ten (10) days after the request by Lessor or any holder of any Encumbrance,
Lessee shall execute an agreement to the effect that this Lease shall be subject
and subordinate to the lien of any such new Encumbrance on the Leased Property,
and that in the event of any default or foreclosure under such Encumbrance,
Lessee shall attorn to the holder of such lien, and as otherwise requested by
Lessor; provided further, however, that the subjection and subordination of this
Lease and Lessee's leasehold interest hereunder to any Encumbrance now in effect
or hereafter imposed by Lessor shall be conditioned upon the execution by the
holder of such Encumbrance and delivery to Lessee of a commercially reasonable
non-disturbance agreement specifying, among other things, that (a) so long as
Lessee has not committed an Event of Default, in the event of any foreclosure,
judicial sale or deed in lieu of foreclosure, Lessee's rights and leasehold
estate hereunder shall not be disturbed by the holder of such Encumbrance, its
successors or assigns or any successful bidder; and (b) notwithstanding such
subordination, so long as Lessee has not committed an Event of Default and no
event has occurred which with the

                                      -39-
<PAGE>

passage of time or the giving of notice or both would constitute an Event of
Default under this Lease, the holder of such Encumbrance will recognize the
rights of the parties under the terms of this Lease with respect to the
disposition of insurance payments and condemnation proceeds in the event of any
casualty or condemnation.

            32.2. Attornment. If Lessor's interest in the Leased Property is
sold or conveyed upon the exercise of any remedy provided for in any
Encumbrance, or otherwise by operation of law: (i) at the new owner's option,
Lessee shall attorn to and recognize the new owner as Lessee's lessor under this
Lease, in which case this Lease shall automatically become a new lease between
Lessee and the new owner upon all of the terms and conditions hereof, or enter
into a new lease in the exact form and substance of this Lease with the new
owner, and Lessee shall take such actions to confirm the foregoing within ten
(10) Business Days after request; and (ii) the new owner (other than any new
owner or other entity which is an Affiliate of Lessor) shall not be (a) liable
for any act or omission of Lessor under this Lease occurring prior to such sale
or conveyance, or (b) subject to any offset, abatement or reduction of rent
because of any default of Lessor under this Lease occurring prior to such sale
or conveyance.

            32.3. Lessee's Right to Cure. Subject to the provisions of SECTION
32.4, if Lessor breaches any covenant to be performed by it under this Lease,
Lessee, after Notice to and demand upon Lessor, without waiving or releasing any
obligation hereunder, and in addition to any other remedies available to Lessee,
may (but shall be under no obligation at any time thereafter to) make such
payment or perform such act for the account and at the expense of Lessor. All
sums so paid by Lessee and all costs and expenses (including, without
limitation, reasonable attorneys' fees) so incurred, together with interest
thereon from the date on which such sums or expenses are paid or incurred by
Lessee, shall be paid by Lessor to Lessee on demand, but may not be offset by
Lessee against payments of Rent hereunder.

            32.4. Breach by Lessor It shall be a breach of this Lease if Lessor
fails to observe or perform any term, covenant or condition of this Lease on its
part to be performed, and such failure shall continue for a period of thirty
(30) days, after written Notice thereof from Lessee, unless such failure cannot
with due diligence be cured within a period of thirty (30) days, in which case
such failure shall not be deemed to continue if Lessor, within said thirty (30)
day period, proceeds promptly and with due diligence to cure the failure and
diligently completes the curing thereof. The time within which Lessor shall be
obligated to cure any such failure shall also be subject to extension of time
due to the occurrence of any Unavoidable Delay.

                                 ARTICLE XXXIII

      33. Miscellaneous.

            33.1. Survival of Obligations. Anything contained in this Lease to
the contrary notwithstanding, all claims against, and liabilities of, Lessee or
Lessor arising prior to any date of termination of this Lease shall survive such
termination.

            33.2. Late Charges; Interest. If any interest rate provided for in
any provision of this Lease is based upon a rate in excess of the maximum rate
permitted by applicable law, the parties agree that such charges shall be fixed
at the maximum permissible rate.

                                      -40-
<PAGE>

            33.3. Transfer of Obligations. At Lessor's request, and subject to
applicable laws, upon the expiration or earlier termination of the Term, Lessee
shall use its best efforts to transfer to Lessor or Lessor's nominee (or to
cooperate with Lessor or Lessor's nominee in connection with the processing by
Lessor or Lessor's nominee of any applications for) all licenses, operating
permits and other governmental authorizations and all contracts, including
contracts with governmental or quasi-governmental entities which may be
necessary for the operation of each Facility; provided that the costs and
expenses of any such transfer or the processing of any such application shall be
paid by Lessor or Lessor's nominee; and provided further that Lessor agrees
within forty-five (45) days after the termination of the Lease to change the
name of the Facility so that it will not include the word "Alterra", or any
variation thereof.

            33.4. Addendum, Amendments and Exhibits. All addenda, amendments and
exhibits attached to this Lease are hereby incorporated in this Lease and made a
part of this Lease.

            33.5. Headings. The headings and paragraph titles in this Lease are
not a part of this Lease and shall have no effect upon the construction or
interpretation of any part of this Lease.

            33.6. Time. Time is of the essence of this Lease and each and all of
its provisions.

            33.7. Applicable Law. This Lease shall be governed by and construed
in accordance with the laws of the State of California, but not including its
conflicts of laws rules; thus the law that will apply is the law applicable to a
transaction solely within the State of California.

            33.8. Successors and Assigns. The covenants and conditions contained
in this Lease shall, subject to the provisions regarding conveyance by Lessor
(ARTICLE XXIX), apply to and bind the heirs, successor, executor, administrators
and assigns of Lessor and Lessee.

            33.9. Limits of Lessor's Liability. Lessee specifically agrees to
look solely to Lessor's assets for recovery of any judgment against Lessor
relating to this Lease, it being specifically agreed that no constituent
shareholder, officer or director of Lessor shall ever be personally liable for
any such judgment or the payment of any monetary obligation to Lessee. The
provision contained in the foregoing sentence is not intended to, and shall not,
limit any right that Lessee might otherwise have to obtain injunctive relief
against Lessor or Lessor's successors in interest, or any action not involving
the personal liability of Lessor (original or successor). Additionally, Lessor
shall be exonerated from any further liability under this Lease upon Lessor's
transfer or other divestiture of its ownership of the Leased Property, provided
that the assignee or grantee shall expressly assume in writing the obligations
of Lessor hereunder. Furthermore, in no event shall Lessor (original or
successor) ever be liable to Lessee for any indirect or consequential damages
suffered by Lessee from whatever cause.

            33.10. Prior and Future Agreements. This Lease contains the entire
agreement of Lessor and Lessee with respect to the subject matter covered or
mentioned in this Lease, and no prior or contemporaneous agreements or
understanding pertaining to any such matters shall be

                                      -41-
<PAGE>

effective for any purpose. No provision of this Lease may be amended or
supplemented except by an agreement in writing signed by both Lessor and Lessee
or their respective successor in interest. This Lease shall not be effective or
binding on any party until fully executed by both Lessor and Lessee.

            33.11. Partial Invalidity. Any provision of this Lease which shall
be held by a court of competent jurisdiction to be invalid, void or illegal
shall in no way affect, impair or invalidate any other provision or term of this
Lease, and such other provision or terms shall remain in full force and effect.

            33.12. Attorneys Fees. In the event of any action or proceeding
brought by one party against the other under this Lease, the prevailing party
shall be entitled to recover its reasonable attorneys' fees and costs in such
action or proceeding from the other party, including all attorneys, fees
incurred in connection with any appeals, and any post-judgment attorneys' fees
incurred in efforts to collect on any judgment.

            33.13. Authority of Lessor and Lessee. Lessor and Lessee each hereby
represent and warrant that the individuals signing on its behalf are duly
authorized to execute and deliver this Lease in their respective capacities, and
that this Lease is binding upon the entity for which it has been executed.

            33.14. Relationship of the Parties. Nothing contained in this Lease
shall be deemed or construed by Lessor or Lessee, nor by any third party, as
creating the relationship of principal and agent or a partnership, or a joint
venture by Lessor or Lessee, it being understood and agreed that no provision
contained in this Lease nor any acts of Lessor and Lessee shall be deemed to
create any relationship other than the relationship of landlord and tenant.

            33.15. Counterparts; Signatures by Facsimile. This Lease may be
executed in one or more separate counterparts, each of which, once they are
executed, shall be deemed to be an original. Such counterparts shall be and
constitute one and the same instrument. The parties may accept and rely upon
signatures delivered via facsimile.

            33.16. Brokers. Lessor and Lessee each warrants that it has had no
dealings with any real estate broker or agent in connection with the negotiation
of this Lease and it knows of no real estate broker or agent who is entitled to
a commission in connection with this Lease. Lessor and Lessee hereby agree to
indemnify the other and to hold the other harmless from and against any and all
costs, expenses, claims, damages, suits, including attorneys' fees, in any way
resulting from claims or demands for commissions or other compensation from any
real estate brokers claiming through such party with respect to this Lease.

            33.17. Condition on Termination. Upon any termination of the Lease
or any abandonment for whatever reason by Lessee of the Leased Property, Lessee
shall deliver up to Lessor the Leased Property in substantially the same or
better condition than it was at the commencement of the Lease, reasonable wear
and tear only excepted, and in a clean and sanitary state.

            33.18. Intentionally Omitted.

                                      -42-
<PAGE>

            33.19. Joint and Several. If either Lessor or Lessee is comprised of
more than one person or entity, then all such persons and/or entities comprising
Lessor or Lessee, respectively, shall be jointly and severably liable hereunder.

            33.20. Lessor Estoppel Certificates; Lessee's Obligations
Independent. Upon reasonable request (and in connection with Lessee's efforts to
obtain financing), Lessor shall deliver to Lessee a certificate in form and
substance to be determined solely by Lessor (but containing fundamentally the
same information as is required of Lessee pursuant to SECTION 24.2 above). Any
breach, or alleged breach, by Lessor of the foregoing covenant (or any other
covenant to be performed by Lessor under this Lease) shall not entitle Lessee to
any right of offset or provide an excuse for non-performance by Lessee of its
obligations under this Lease, all of which shall continue and survive
irrespective and independent of any such breach or alleged breach by Lessor. To
the extent permitted by law, Lessee hereby waives any and all rights of offset
and other "self-help" remedies available at law or in equity.

                                 ARTICLE XXXIV

            34.1. Options to Extend. Provided there exists no uncured defaults
under this Lease at the time Lessee exercises any option to extend (in
accordance with this ARTICLE XXXIV), Lessee will have the right to extend this
Lease for two (2) periods of ten (10) years each (each such additional term
shall be referred to herein as an "EXTENDED TERM"), commencing immediately
following the end of the Initial Term or the immediately preceding Extended
Term, as the case may be. The Lease during any Extended Term shall be on the
same terms and conditions as during the Initial Term, except that the Minimum
Rent shall be determined as set forth in SECTION 34.2 below. In the event Lessee
desires to exercise any option to extend granted in this ARTICLE XXXIV, Lessee
shall give Lessor written notice ("NOTICE TO EXTEND") not more than three
hundred sixty (360) days prior and not less than one hundred eighty (180) days
prior to the expiration of the Initial Term or the immediately preceding
Extended Term, as the case may be. If Lessee fails to give Lessor any such
notice, then such option to extend and all future options to extend granted in
this ARTICLE XXXIV shall be null and void and of no further force or effect.

            34.2. Minimum Rent During Extended Terms. The Minimum Rent at the
commencement of the first Extended Term shall be the higher of: (i) the previous
year's Minimum Rent amount increased by two percent (2%); or (ii) the Minimum
Rent during the first lease year of the Initial Term (i.e., June 1, 2002 through
May 31, 2003) multiplied by a fraction the numerator of which is the C.P.I. as
of the commencement date of the first Extended Term and the denominator of which
is the C.P.I. as of the Commencement Date. Provided, however, in no event shall
the Minimum Rent for the first year of the first Extended Term exceed by fifteen
percent (15%) or more the amount of Minimum Rent at the end of the Initial Term.
The initial Minimum Rent payable during the second Extended Term, shall be the
higher of (i) the Minimum Rent payable during the last twelve (12) months of the
previous Extended Term increased by two percent (2%), or (ii) the Fair Market
Rent, as determined in SECTION 34.3 below, or (iii) the Minimum Rent during the
first lease year of the first Extended Term multiplied by a fraction the
numerator of which is the C.P.I. as of the commencement date of the second
Extended Term and the denominator of which is the C.P.I. as of the commencement
date of the first Extended Term Minimum Rent during the Extended Term shall be
subject to annual

                                      -43-
<PAGE>

adjustments as provided in SECTION 3.1. Provided, however, in no event shall the
Minimum Rent for the first year of the Second Extended Term exceed by fifteen
percent (15%) or more the amount of Minimum Rent at the end of the first
Extended Term.

            34.3. Determination of Fair Market Rent.

                  (i) If Lessor and Lessee cannot agree on the Fair Market Rent
within thirty (30) days after the date of any Notice to Extend with respect to
the first or second Extended Term, each party shall, by notice to the other,
appoint a disinterested and licensed M.A.I. Real Estate Appraiser of national
reputation and renown with at least five years of experience in appraising
assisted living facilities throughout the United States with the same types of
operating licenses then being in effect at each respective Facility to determine
the Fair Market Rent. If any party should fail to appoint an appraiser within
ten (10) days after notice, the appraiser selected by the other party shall
determine the Fair Market Rent. In determining the Fair Market Rent, each
appraiser shall give appropriate consideration to, among other things, generally
applicable minimum rent for tenancies of property comparable to the Leased
Property in the area in which the Leased Property is located.

                  (ii) If the two appraisers selected pursuant to SECTION
34.3(i) above, cannot agree upon the Fair Market Rent within forty-five (45)
days, they shall immediately give written notice of such inability ("NOTICE OF
DISAGREEMENT") to both Lessor and Lessee setting forth the Fair Market Rent
determinations of each of the appraisers. If the determinations of each of the
two appraisers of the Fair Market Rent at the commencement of such Extended Term
differ by less than ten percent (10%) of the lower determination, the Fair
Market Rent shall be fixed at an amount equal to the average of the two
determinations.

                  (iii) If the determinations of each of the two appraisers
selected pursuant to SECTION 34.3(i), above, differ by ten percent (10%) or more
of the lower determination with respect to the Fair Market Rent to be paid at
the commencement of such Extended Term, then within thirty (30) days after the
giving of the Notice of Disagreement, the two appraisers shall appoint a third
disinterested and licensed M.A.I. Real Estate Appraiser of national reputation
and renown with at least five (5) years of experience appraising assisted living
facilities throughout the United States with the same types of operating
licenses then being in effect at each respective Facility. If the parties cannot
then agree on the Fair Market Rent, the third appraiser shall determine the Fair
Market Rent, and in so doing, shall give appropriate consideration to those
items described in SECTION 34.3(i). The third appraiser shall not select a Fair
Market Rent either (i) higher than the highest of the two appraisals made
pursuant to SECTION 34.3(i); or (ii) lower than the lowest of the two appraisals
made pursuant to SECTION 34.3(i), above. If the first two appraisers cannot
agree on the selection of a third appraiser within such thirty (30) days, or if
the first two appraisers fail to provide a Notice of Disagreement (as stated
above in SECTION 34.3(ii), above, then the Fair Market Rent shall be determined
by a third appraiser selected by the American Arbitration Association upon
application by Lessor.

                  (iv) During the time before the determination of the Fair
Market Rent, Lessee shall pay Minimum Rent at the rate paid immediately
preceding such Extended Term, increased by two percent (2%); provided, however,
that, if the Fair Market Rent is determined to

                                      -44-
<PAGE>

be higher than such amount, the Minimum Rent owed by Lessee at the Fair Market
Rent shall be effective retroactively as of the first day of such Extended Term.
If, after the Minimum Rent for an Extended Term is adjusted and applied
retroactively as of the first day of such Extended Term, it is determined that
additional Minimum Rent is due Lessor, the aggregate amount of any such
additional Minimum Rent shall be paid to Lessor within thirty (30) days of the
determination of the Fair Market Rent for such Extended Term.

            34.4. Appraisal Fee. Each of the parties shall pay the fees of the
appraiser that it selects pursuant to SECTION 34.3(i), above, and shall equally
share the cost of the third appraiser, if necessary, and shall equally share the
cost of arbitration (excluding attorneys' fees), if necessary.

      WHEREFORE, each of the parties has accepted and agreed by affixing their
respective authorized signatures below as of the date first above written.

"LESSOR"                     KANSAS-LTC CORPORATION,
                             a Delaware corporation

                             By:  /s/ Wendy L. Simpson
                                  -----------------------------------------
                                  Wendy L. Simpson
                                  Vice Chairman and Chief Financial Officer

"LESSEE"                     ALTERRA HEALTHCARE CORPORATION,
                             a Delaware corporation

                             By:  /s/ Mark W. Ohlendorf
                                  -----------------------------------------
                                  Mark W. Ohlendorf
                                  Senior Vice President

                                      -45-

<PAGE>

                         LIST OF EXHIBITS AND SCHEDULES

Exhibit "A-1"     Legal Description (Dodge City Land)

Exhibit "A-2"     Legal Description (Great Bend Land)

Exhibit "A-3"     Legal Description (McPherson Land)

Exhibit "A-4"     Legal Description (Salina Land)

Exhibit "B"       List of Facilities by Name and Address

                                      -46-
<PAGE>

                                  EXHIBIT "A-1"
                                (DODGE CITY LAND)

                                LEGAL DESCRIPTION

Lot Six (6) and Seven (7), Block One (1), Commerce Addition, an Addition to the
City of Dodge City, Ford County, Kansas, according to the recorded Plat thereof.

<PAGE>

                                  EXHIBIT "A-2"
                                (GREAT BEND LAND)

                                LEGAL DESCRIPTION

Tract 1: That Part of the Southwest Quarter (SW/4) of Section Thirty (30),
Township Nineteen (19) South, Range Thirteen (13) West, City of Great Bend,
Barton County, Kansas, described as follows: Commencing at the Southwest corner
(SWc) of said Section 30; thence on an assumed bearing of North, along the West
line of the SW/4 of said section, a distance of 850.00 feet; thence on a bearing
of North 89 degrees 50 minutes 25 seconds East, parallel to the South line of
the SW/4 of said section, a distance of 33.00 feet to a point on the East line
of Patton Road in Great Bend, Kansas, said point being the point of beginning;
thence continuing on a bearing of North 89 degrees 50 minutes 25 seconds East,
along the North line of Tract 1A in the City of Great Bend, Kansas, according to
the recorded Plat thereof, a distance of 250.00 feet; thence on a bearing of
North a distance of 40.00 feet to the South line of Lot 251 in the Replat of
Westside Subdivision Extended and a plat of the Unplatted Portion of the
Westside Subdivision of Great Bend, Kansas, according to the recorded Plat
thereof; thence on a bearing of South 89 degrees 50 minutes 25 seconds West,
along the South line of Lots 251 through 254 of said Westside Subdivision, a
distance of 250.00 feet to the East line of said Patton Road; thence on a
bearing of South, along the East line of said Patton Road a distance of 40.00
feet to the point of beginning.

Tract 2: That part of Tract 1A in the City of Great Bend, Kansas, according to
the recorded Plat thereof described as follows: Commencing at the Northeast
corner (NEc) of said Tract 1A; thence on an assumed bearing of South 89 degrees
50 minutes 25 seconds West, along the North line of said Tract 1A, a distance
of 286.50 feet to the point of beginning; thence continuing on a bearing of
South 89 degrees 50 minutes 25 seconds West, along the North line of said Tract
1A, a distance of 250.00 feet to the East line of Patton Road in Great Bend,
Kansas; thence on a bearing of South, along the East line of said Patton Road, a
distance of 240.00 feet; thence on a bearing of North 89 degrees 50 minutes 25
seconds East a distance of 250.00 feet; thence on a bearing of North a distance
of 240.00 feet to the point of beginning.

<PAGE>

                                  EXHIBIT "A-3"
                                (MCPHERSON LAND)

                                LEGAL DESCRIPTION

Lots Two (2) and Three (3), Block "A", Second Lamco Subdivision to the City of
McPherson, McPherson County, Kansas, according to the recorded plat thereof.

<PAGE>

                                  EXHIBIT "A-4"
                                  (SALINA LAND)

                                LEGAL DESCRIPTION

Lot Two (2), Block One (1), Gile Addition to the City of Salina, Saline County,
Kansas, together with Grant of Easement for utility and drainage purposes dated
December 22, 1993, and recorded in Misc. Book 156, at pages 452-453, conveyed
as appurtenant to the above described real estate.

Being the same property conveyed to the City of Salina, Kansas, a municipal
corporation, by Warranty Deed from Sterling Group, L.L.C., a Kansas Limited
Liability Company, dated December 22, 1993; filed for record on January 5, 1994
at 10:30 o'clock a.m., and recorded in Deed Book 368, at page 927, office of the
Register of Deeds of Saline County, Kansas.

<PAGE>

                                   EXHIBIT "B"

                     List of Facilities by Address and Name

                          Sterling House of Dodge City
                          2400 North 14th Avenue
                          Dodge City, Kansas 67801

                          Sterling House of Great Bend
                          1206 Patton Road
                          Great Bend, Kansas 67530

                          Sterling House of McPherson
                          1460 North Main
                          McPherson, Kansas 67460

                          Sterling House of Salina
                          1200 East Kirwin Avenue
                          Salina, Kansas 67401