Exhibit 10.86



THIRD AMENDMENT TO AMENDED AND RESTATED



MASTER LEASE AGREEMENT





THIS THIRD AMENDMENT TO AMENDED AND RESTATED
		MASTER LEASE AGREEMENT ("Third Amendment") is dated as of
		March ___, 2002 (the "Third Amendment Effective Date") among
		HEALTH CARE REIT, INC.
		, a corporation organized under the laws of the State of Delaware
		("HCRI" and a "Landlord"),
		HCRI INDIANA PROPERTIES, LLC
		, a limited liability company organized under the laws of the State of Indiana
		("HCRI-IN" and a "Landlord"),
		HCRI NORTH CAROLINA PROPERTIES, LLC
		, a limited liability company organized under the laws of the State of Delaware
		("HCRI-NC" and a "Landlord"),
		HCRI TENNESSEE PROPERTIES, INC.
		, a corporation organized under the laws of the State of Delaware
		("HCRI-TN" and a "Landlord"),
		HCRI TEXAS PROPERTIES, LTD.
		, a limited partnership organized under the laws of the State of Texas
		("HCRI-TX" and a "Landlord"), and
		HCRI WISCONSIN PROPERTIES, LLC
		, a limited liability company organized under the laws of the State of
		Wisconsin ("HCRI-WI" and a "Landlord"), each Landlord
		having its principal office located at One SeaGate, Suite 1500, P.O.
		Box 1475, Toledo, Ohio 43603-1475, and
		ALTERRA HEALTHCARE CORPORATION
		, a corporation organized under the laws of the State of Delaware
		("Tenant"), having its chief executive office located at
		10000 Innovation Drive, Milwaukee, Wisconsin  53226.

R E C I T A L S

A. 
		       HCRI, HCRI-NC, HCRI-TN and HCRI-TX, as Landlord, and
		Tenant entered into an Amended and Restated Master Lease Agreement dated
		effective as of July 1, 2001 ("Master Lease") as amended
		pursuant to a certain First Amendment to Amended and Restated Master Lease
		Agreement dated as of July 16, 2001 ("First Amendment") as
		further amended pursuant to a certain Second Amendment to Amended and Restated
		Master Lease  Agreement dated as of December 21, 2001 ("Second
		Amendment") (the Master Lease together with the First Amendment, Second
		Amendment and Third Amendment hereinafter referred to as "Lease").

B. 
		       Landlord and Tenant desire to further amend the
		Lease to include three additional Facilities located in Highlands Ranch,
		Colorado; Cape Coral, Florida; Florence, New Jersey; and as otherwise set forth
		herein.

NOW,
		THEREFORE, in consideration of the foregoing recitals and for other good and
		valuable consideration, the receipt and sufficiency of which are hereby
		acknowledged, the parties hereto agree as follows.

1.         
			Capitalized Terms
			.  Any capitalized terms not defined in this Third Amendment shall have the
			meaning set forth in the Lease.

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"Amended Commencement Date" means the Commencement Date as amended
				pursuant to the most recent amendment of this Lease in effect at such time.  As
				of the Third Amendment Effective Date, the Amended Commencement Date shall be
				March ___, 2002 and the Initial Term is hereby extended to reflect such
				Amended Commencement Date as provided in §1.3[ii] of the Lease.

3.         
			Lease Advance
			.The definition of Lease Advance in § 1.4 of the Lease is hereby
			amended to read in its entirety as follows:

"Lease Advance" means [i] the Initial Lease Advance;
				[ii] the Lease Advance by Landlord to Tenant of $12,750,000.00 pursuant to
				the First Amendment; [iii] the advance (if any) of the Earnout Amount made
				pursuant to § 2.8; [iv] the Lease Advance by Landlord to Tenant of
				$13,708,200.00 pursuant to the Second Amendment; [v] the advance (if any)
				of the Manlius Earnout Amount made pursuant to §2.9; [vi] the
				Lease Advance by Landlord to Tenant of $11,750,000.00 of even date herewith;
				and [vii] any other advance of funds by Landlord to Tenant pursuant to the
				term of this Lease.

4.         
			Rent Adjustment Date
			.The definition of "Rent Adjustment Date" means, for all
			Facilities, July 1, 2002 and each July 1 thereafter.

5.         
			Representations and Warranties
			.  Article 22 of the Lease is hereby amended to make all representations
			and warranties effective as of the Effective Date.

6.         
			Legal Description
			.  Exhibit A of the Lease is hereby amended by the addition of
			Exhibit A-43 through Exhibit A-45 hereto.

7.         
			Permitted Exceptions
			.  Exhibit B of the Lease is hereby amended by the addition of
			Exhibit B-43 through Exhibit B-45 hereto.

8.         
			Facility Information
			.  Exhibit C of the Lease is hereby amended to read in its entirety as set
			forth on Exhibit C hereto.

9.         
			Landlord's Personal Property
			.  All references to Exhibit D in the Lease are hereby deleted.

10.         
			Government Authorizations; Zoning Permits
			.  Exhibit G of the Lease is hereby amended by the addition of those items
			set forth on Exhibit G hereto.

11.         
			Affirmation
			.  Except as specifically modified by this Third Amendment, the terms and
			provisions of the Lease are hereby affirmed and shall remain in full force and
			effect.

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13.         
			Further Modification
			.  The Lease may be further modified only by writing signed by Landlord and
			Tenant.

14.         
			Counterparts
			.  This Third Amendment may be executed in multiple counterparts, each of which
			shall be deemed an original hereof, but all of which will constitute one and
			the same document.

15.         
			Subtenant
			.  Manlius Clare Bridge Operator, Inc. is signing this Third Amendment for the
			sole purpose of consenting to the terms and conditions set forth herein.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS
		WHEREOF, Landlord and Tenant have executed this Third Amendment as of the date
		first set forth above.

|Signed and acknowledged in the presence of:

					Signature
					
					 Print Name
					
					Signature
					
					Print Name | HEALTH CARE REIT, INC.

					By:
					/s/
					Title:                                                                           
|----------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------
|Signed and acknowledged in the presence of:

					Signature
					
					Print Name
					
					Signature
					
					Print Name  | HCRI INDIANA PROPERTIES, LLC

					By:   Health Care REIT, Inc.
					
					         Member

					By:
					/s/
					Title:       
|Signed and acknowledged in the presence of:

					Signature
					
					Print Name
					Signature
					
					Print Name        | HCRI NORTH CAROLINA PROPERTIES, LLC

					By:   Health Care REIT, Inc.
					
					         Member

					By:
					/s/
					Title:
|Signed and acknowledged in the presence of:

					Signature
					
					Print Name
					
					Signature
					
					Print Name  | HCRI TENNESSEE PROPERTIES, INC.

					By:
					/s/
					Title:                                                                  

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|Signed and acknowledged in the presence of:

					Signature
					
					Print Name
					
					Signature
					
					Print Name | HCRI TEXAS PROPERTIES, LTD.

					By:   Health Care REIT, Inc.
					
					         General Partner

					By:
					/s/
					Title:
|---------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------
|Signed and acknowledged in the presence of:

					Signature
					
					Print Name
					
					Signature
					
					Print Name | HCRI WISCONSIN PROPERTIES, LLC

					By:    Health Care REIT, Inc.
					
					         Member

					By:
					/s/
					Title:     
|Signed and acknowledged in the presence of:

					Signature
					
					Print Name
					
					Signature
					
					Print Name | ALTERRA HEALTHCARE CORPORATION

					By:
					
					Title:
					
					Tax I.D. No.:                                              
|Signed and acknowledged in the presence of:

					Signature
					
					Print Name
					
					Signature
					
					Print Name | MANLIUS CLARE BRIDGE OPERATOR, INC.

					By:
					
					Title:
					
					Tax I.D. No.:                                         

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The foregoing instrument was acknowledged
		before me this ___ day of									_______________, 2002 by
		_________________________, the
		_________________________ of Health Care REIT, Inc., a Delaware corporation, on
		behalf of the corporation.











The foregoing instrument was acknowledged
		before me this ___ day of
		_______________, 2002 by _________________________,
		the_________________________ of Health Care REIT, Inc., a Delaware corporation
		and the sole member of HCRI Indiana Properties, LLC, a limited
		liability	company organized under the laws of the State of Indiana on behalf of
		the
		limited liability company.





STATE OF OHIO         )
		
		                  
		                   
		 ) SS:
		
		COUNTY OF LUCAS    )



The foregoing instrument was acknowledged
		before me this ___ day of
		_______________, 2002 by _________________________, the
		_________________________ of Health Care REIT, Inc., a Delaware corporation and
		the sole member of HCRI North Carolina Properties, LLC, a limited
		liability company organized under the laws of the State of Delaware on behalf
		of the limited liability company.









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STATE OF OHIO         )
		
		                  
		                   
		 ) SS:
		
		COUNTY OF LUCAS    )

The foregoing instrument was acknowledged before me this ___ day of
		_______________, 2002 by _________________________, the
		_________________________ of HCRI Tennessee Properties, Inc., a
		corporation organized under the laws of the State of Delaware on behalf of the
		corporation.









STATE OF OHIO         )
		
		                  
		                   
		 ) SS:
		
		COUNTY OF LUCAS    )



The


		foregoing instrument was acknowledged before me this ___ day of
		_______________, 2002 by _________________________, the
		_________________________ of Health Care REIT, Inc., a Delaware corporation and
		the general partner of HCRI Texas Properties, Ltd., a limited liability
		partnership organized under the laws of the State of Texas on behalf of the
		limited partnership.













STATE OF OHIO         )
		
		                  
		                   
		 ) SS:
		
		COUNTY OF LUCAS    )

The
		foregoing instrument was acknowledged before me this ___ day of
		_______________, 2002 by _________________________, the
		_________________________ of Health Care REIT, Inc., a Delaware corporation and
		the sole member of HCRI Wisconsin Properties, LLC, a limited liability
		company organized under the laws of the State of Delaware on behalf of the
		limited liability company.

















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STATE OF _______________         )
		
		         ) SS:
		
		COUNTY OF _______________         )



The
		foregoing instrument was acknowledged before me this ___ day of
		_______________, 2002 by _________________________, the
		_________________________ of Alterra Healthcare Corporation, a Delaware
		corporation, on behalf of the corporation.

















STATE OF _______________         )
		

		         ) SS:
		

		COUNTY OF _______________         )

The
		foregoing instrument was acknowledged before me this ___ day of
		_______________, 2002 by _________________________, the
		_________________________ of Manlius Clare Bridge Operator, Inc., a New York
		corporation, on behalf of the corporation.













THIS INSTRUMENT PREPARED BY:

Oksana M. Ludd, Esq.
			
			Shumaker, Loop & Kendrick, LLP

			
			1000 Jackson
			

			Toledo, Ohio 43624

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EXHIBIT A-43:  LEGAL DESCRIPTION

Clare Bridge of Highlands Ranch







Lot A, Highlands Ranch Filing No. 100-I,
			
			County of Douglas,
			
			State of Colorado.

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EXHIBIT A-44:  LEGAL DESCRIPTION

Clare Bridge of Cape Coral





The North 1/2 of the South 1/2 of the West 1/2 of the
		Northwest 1/4 of the Northwest 1/4 of Section 24,
		Township 44 South, Range 23 East, Lee County, Florida, LESS the West
		50 feet thereof for road right-of-way.

The above-described property is also described as follows:

Commencing at the intersection of centerline of Middlecoff Drive (50 foot
		wide right-of-way) (also known as SE 10
		th
		 Terrace) and Santa Barbara Drive (100 foot wide Right-of-Way) (also
		known as Santa Barbara Boulevard), per Cape Coral Unit 24, Plat
		Book 14, Page 67, Public Records of Lee County, Florida; Thence along
		the centerline of said Santa Barbara Drive, N 00 degrees 25'03" W, a
		distance of 483.70 feet; thence along the South line of the North half
		(N 1/2) of the South half (S 1/2) of the West half (W 1/2) of
		the Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of
		said section 24 S 89 degrees 38'07", E, a distance of 50.00 feet
		to the point of beginning of the parcel herein described; thence along the East
		Right-of-Way line of Santa Barbara Boulevard N 00 degrees 25'03" W a
		distance of 333.72 feet; thence along North line of the North half
		(N 1/2) of the South half (S 1/2) of the West half (W 1/2) of
		the Northwest quarter (NW 1/4) of the Northwest quarter (NW 1/4) of
		said section 24, S 89 degrees 40'57" E a distance of
		618.61 feet; thence along the East line of the West half (W 1/2) of
		the Northwest quarter (NW 1/4) of the Northwest quarter (NW 1/4) of
		said section 24, and along the west line of block 1055, Cape Coral
		unit 24 according to the plat thereof as recorded in plat book 14,
		pages 63 through 77, public records of Lee County, Florida, S
		00 degrees 17'32" E a distance of 334.33 feet (334.22 feet
		per plat); thence along the South line of the North half (N 1/2) of the
		South half (S 1/2) of the West half (W 1/2) of the Northwest quarter
		(NW 1/4) of the Northwest quarter (NW 1/4) of said section 24, N
		89 degrees 38'07" W a distance of 617.89 feet to the point of
		beginning of the parcel herein described.

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EXHIBIT A-45:  LEGAL DESCRIPTION

Sterling House of Florence





All the real property located in the Township of Florence, County of
		Burlington, State of New Jersey and more particularly described as follows:

BEGINNING at an iron bar with cap on the Northwesterly sideline of Broad Street
		(Variable Width R.O.W.), said point being 250.00 feet southerly as
		measured along the westerly sideline of Broad Street from an iron bar with cap
		found at the Northeasterly most corner of lands remaining to Lot 54.02,
		Block 155.49 and from said beginning point running; thence

1.         Along the westerly sideline of Broad Street
			and the common dividing line between Lot 54.05, Lot 26, Lot 25
			and Lot 52, Block 155.49, South 23 degrees 19 minutes
			29 seconds west, a distance of 811.24 feet to a concrete monument
			found on the northerly sideline of the Pennsylvania Extension of the New Jersey
			Turnpike (A.K.A. Interstate Route 276, Variable width (R.O.W.); thence

2.         Along the northerly sideline of the
			Pennsylvania Extension the New Jersey Turnpike, North 74 degrees
			48 minutes 50 seconds West, a distance of 268.44 feet to a
			point; thence the following four (4) courses along the dividing line
			between Lot 54.05 and Lot 54.02, Block 155.49;

3.         North 04 degrees 11 minutes
			41 seconds West, a distance of 684.25 feet to an iron bar with cap;
			thence

4.         North 72 degrees 42 minutes
			00 seconds East, a distance of 224.25 feet to an iron bar with cap at
			the point of curvature; thence

5.         Along a curve to the right having a radius
			of 400.00 feet, turning a central angle of 40 degrees 37 minutes
			29 seconds with an arc length of 283.61 feet, the chord of which
			bears South 86 degrees 59 minutes 16 seconds East, a chord
			distance of 277.71 feet to an iron bar with cap at the point of tangency;
			thence

6.         South 66 degrees 40 minutes
			31 seconds East, a distance of 151.25 feet to the point and place of
			BEGINNING.

This Property is benefited by rights to an access and utility easement more
		particularly described as follows:

Commencing at the above described point of beginning for the entire tract and
		running thence;

1.         Along the dividing line between
				lots 54.05 and 54.02, Block 155.49 North 66

				°
				40'31" West, a distance of 151.25 feet to a point, thence, the
				following two (2) courses along a line passing through lot 54.02
				block 155.49;

2.         North 23

				°		19'29" East, a distance of 60.00 feet to a point, thence;

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4.         Along the westerly sideline of Broad
							Street, South 23
													°
								19'29" West, a distance of 60.00 feet to the point and place of
								beginning.

NOTE FOR INFORMATION:  The land is commonly known as Lot(s) 54.05 in
						Block 155.49 on the Tax Map of the Township of Florence, County of
						Burlington.

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EXHIBIT B-43:  PERMITTED EXCEPTIONS

Clare Bridge of Highlands Ranch





1.         Taxes and assessments for the year 2001 and
								subsequent years, a lien but not yet due or payable.

2.         Exception of water rights and ground water
								granted to Highlands Ranch Development Corporation by Mission Viejo Company in
								Quit Claim Deed and Assignment dated September 26, 1980, recorded
								October 20, 1980, in Book 396 at Page 520 and in Quit Claim
								Deed, Assignment and Bill of Sale dated December 27, 1988, recorded
								December 27, 1988 in Book 834 at Page 63, and in Quit Claim Deed
								and Assignment dated February 17, 1989 and recorded March 14, 1989,
								in Book 844 at Page 1139 and in Quit Claim Deed and Assignment dated
								April 11, 1990, recorded April 25, 1990 in Book 908 at
								Page 1205, a portion of which water rights and ground water were granted
								to Centennial Water and Sanitation District by Highlands Ranch Development
								Corporation in Special Warranty Deed, Assignment and Bill of Sale dated
								December 27, 1988, recorded December 27, 1988, in Book 834 at
								Page 84.  Special Warranty Deed and Assignment dated February 17,
								1989 and recorded March 14, 1989 in Book 844 at Page 1142, and
								Special Warranty Deed and Assignment dated April 11, 1990, recorded
								April 25, 1990 in Book 908 at Page 1196, and re-recorded
								May 18, 1990, in Book 912 at Page 613, and subject to
								relinquishment of surface rights dated December 20, 1988, by Centennial
								Water and Sanitation District, recorded December 27, 1988 in Book 834
								at Page 119.  Relinquishment of Surface Rights recorded May 28, 1998
								in Book 1554 at Page 432.

3.         Minerals and Mineral Rights granted to
								Highlands Ranch Development Corporation by Mission Viejo Company in Mineral
								Deed dated September 26, 1980, and recorded October 20, 1980 in
								Book 396 at Page 514 and mineral substances in the "Full Mineral
								Rights Land" and coal in the "Coal Lands" as granted to
								Highlands Ranch Development Corporation by Union Pacific Land Resources
								Corporation in Mineral Deed dated May 1, 1981, recorded May 20, 1981,
								in Book 412 at Page 465, reserving to Union Pacific Land Resources
								Corporation a 25 percent nonexecutory interest in and to such mineral
								substances and coal.  Relinquishment of surface rights recorded May 28,
								1998 in Book 1554 at page 321.

4.         The Planned Community District Development
								Guide for the New Town of Highlands Ranch, as adopted by the board of County
								Commissioners of Douglas County, Colorado, on September 17, 1979, recorded
								October 25, 1979 in Book 373 at Page 187 as the same has been or
								may be amended from time to time.

5.         Community Declaration for Highlands Ranch
								Community Association, Inc., dated September 1, 1981 and recorded
								September 17, 1981, in Book 421 at Page 924 and Supplemental
								Declaration for annexed property No. 201A4 dated May 11, 1998, and
								recorded May 28, 1998 in Book 1554 at Page 390.

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6.         Specific purpose easements with Lots and
								Tracts as shown on recorded plat Filing No. 100-I recorded
								October 12, 1993 under Reception No. 9348153, including, but not
								limited to, specific purpose easements to Public Service Company of Colorado
								for gas and electric service purposes, subject to the conditions and
								obligations contained in the utility easement recorded February 10, 1982
								in Book 434 at Page 186 of Douglas County, Colorado records, as if
								such conditions and obligations were set forth on the plat; to U.S. West
								Communications for telephone and telegraph service purposes subject to the
								conditions and obligations contained in the right of way easement recorded
								February 26, 1982 in Book 435 at Page 378 of Douglas County,
								Colorado Records, as if such conditions and obligations were set forth on the
								plat; and to American Television and Communication Corporation for cable
								communication service, subject to the conditions and obligations contained in
								the easement recorded April 15, 1982 in Book 439 at Page 295 of
								the Douglas County, Colorado Records, as if such conditions and obligations
								were set forth on the plat; to Highlands Ranch Metropolitan District No. 2
								subject to the conditions and obligations contained in the grant of easement
								recorded March 21, 1984 in Book 512 at Page 916 of the Douglas
								County, Colorado Records, as if such conditions and obligations were set forth
								on the plat.

7.         Any tax, lien, fee, or assessment by reason
								of inclusion of subject property in the Highlands Ranch Metropolitan District
								No. 4 as evidenced by instrument recorded January 13, 1994 in
								Book 1174 at page 1668.

8.         Thirty foot Centennial Water &
								Sanitation District Easement along North lot line as shown on recorded plat and
								as recorded June 17, 1985 in Book 584 at Page 627.

9.         The following items disclosed on J. R.
								Engineering, Ltd., Survey Job No. 3897.00 dated November 13, 1997:



2.         Brick fence column encroaches onto
								neighboring property.

3.         Curb and sidewalk encroaching onto subject
						property.

4.         Fence line does not lie on property line.



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EXHIBIT B-44:  PERMITTED EXCEPTIONS

Clare Bridge of Cape Coral







1.         Taxes and assessments for the year 2001 and
								those that are not yet due and payable.

2.         Any homestead rights of any spouse of owner.

3.         Ordinance 76-98 adopted by the City
								Council of the City of Cape Coral on November 30, 1998 and recorded
								December 17, 1998 in Official Records Book 3051, Page 1422,
								Public Records of Lee County, Florida.

4.         The following matters which are disclosed
								in or by virtue of that certain ALTA/ACSM Land Title Survey prepared by Gaines
								Surveying & Mapping, Inc. dated January 21, 1999 (Drawing
								No. 44230201 and last updated November 29, 2001):

(a)         A wooden power pole and overhead
										electrical power lines are located easterly of the westerly boundary of the
										land.

(b)         Underground telephone service lines are
										located easterly of the westerly boundary of the land.

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EXHIBIT B-45:  PERMITTED EXCEPTIONS

Sterling House of Florence







1.         Easements, encroachments, overlaps,
								boundary line disputes or other matters affecting title which a survey would
								disclose, and which are not shown by the public record.

2.         Subsurface conditions and/or encroachments
								not disclosed by an instrument of record.

3.         Possible additional taxes assessed and/or
								levied under N.J.S.A. 54:4-63.1, et seq.

4.         Lien for taxes not yet due and payable.

5.         Servitude to the public in and to so much
								of the subject lands that lie within the documented right of way of the public
								road known as Broad Street, Interstate Highway Route 276, a/k/a
								Pennsylvania Extension of New Jersey Turnpike.

6.         Thirty foot wide permanent sewer easement
								affecting that part of premises in question bounding or abutting Pennsylvania
								Extension of New Jersey Turnpike (a/k/a Interstate Route 276) as contained
								in Deed Book 4398 page 185 and also including a 20 foot wide
								temporary construction easement.

7.         Grant of Easement as contained in Deed
								Book 5614 page 142.

8.         Plan entitled "Major Subdivision Plan
								DeLuca Enterprises, Inc., C.C.C.I." duly filed in the Burlington County
								Clerk's Office on October 12, 1998 as Map 3234944 shows the following:

(a)         50 feet wide front yard building
										setback line

(b)         50 feet wide rear yard building
										setback line

(c)         50 foot wide building setback line
										affecting that part of premises in question bounding or abutting Pennsylvania
										Extension of New Jersey Turnpike (a.k.a Interstate Route 276)

(d)         30 foot wide side yard building
										setback line

(e)         beneficial access and utility easement
										benefiting premises in question and located on Lot 54.02 Block 155.49.

9.         Rights of tenants in possession, as tenants
								only, if any.

10.         Subject to terms and conditions as
								contained in Access, Utilities and Temporary Construction Easements Agreement
								as contained in Deed Book 5642 page 813, same as above.

11.         Subject to the rights of the State of New
								Jersey under the State Highway Access Management Act.  (N.J.S.A. 27:7-89, et
								seq.)

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12.         No direct means of ingress, egress or
								regress to and from Pennsylvania Extension of New Jersey Turnpike (a/k/a
								Interstate Route 276).

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EXHIBIT C:  FACILITY INFORMATION





|    | Facility Name/Address                                                                                                                                      | Allocated Lease Amount | Facility Type (per license)
											
																				Beds/Units   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | -------------------------------------------------------------------------
|1.  | Clare Bridge of Asheville
										
										4 Walden Ridge Drive
									
										Asheville, NC  28803
									
										Buncombe County           | $3,692,675             | Assisted Living
								
										38 beds
									
										34 units  
|2.  | Sterling House of Bartlesville
									
										5420 S.E. Adams Blvd.
									
										Bartlesville, OK  74006
									
										Washington County | $1,480,000             | Assisted Living
									
										39 beds
									
										39 units 
|3.  | Clare Bridge of Bradenton
									
										6101 Pointe W Blvd.
									
										Bradenton, FL  34209
									
										Manatee County              | $3,550,000             | Assisted Living
									
										40 beds
									
										34 units 
|4.  | Sterling House of Canton
								
										1119 Perry Drive N.W.
									
										Canton, OH  44708
										
										Stark County                  | $2,398,100             | Assisted Living
									
										42 beds
									
										42 units 
|5.  | Clare Bridge of Cape Coral
									
										911 Santa Barbara Boulevard
									
										Cape Coral, FL  33991-2074
								
										Lee County    | $3,811,200             | Assisted Living
									
										40 beds
									
										38 units 
|6.  | Sterling House of Cedar Hill
									
										602 E. Beltline Road
								
										Cedar Hill, TX  75104
								
										Dallas County            | $1,661,000             | Assisted Living
								
										60 beds
									
										50 units  
|7.  | Sterling House of Chickasha
								
										801 Country Club Road
									
										Chickasha, OK  73018
								
										Grady County              | $1,480,000             | Assisted Living
								
										39 beds
								

										39 units  
|8.  | Sterling House of Claremore
									
										1605 N. Highway 88
								
										Claremore, OK  74017
								
										Rogers County                | $1,582,500             | Assisted Living
								
										43 beds
										43 units            
|9.  | Sterling House of Clarksville
									
										2183 Memorial Drive
								
										Clarksville, TN  37043
								
										Montgomery County       | $2,622,279             | Assisted Living
									
										49 beds
										
										49 units
|10. | Sterling House of Columbia
									
										5011 Trotwood Avenue
									
										Columbia, TN  38401
										
										Maury County              | $2,635,620             | Assisted Living
								
										49 beds
									
										49 units  
|11. | Sterling House of Desoto
										
										747 W. Pleasant Run
									
										Desoto, TX  75115Dallas County                                       | $1,595,000             | Assisted Living
									
										60 beds
									
										50 units 
|12. | Sterling House of Duncan
									
										915 Plato Road
										
										Duncan, OK  73533
									
										Stephens County                     | $1,450,000             | Assisted Living
									
										39 beds
									
										39 units 

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|13. | Sterling House of Edmond
									
										116 W. Danforth Road
									
										Edmond, OK  73003
									
										Oklahoma County                      | $1,739,000 | Assisted Living
									
										43 beds
									
										43 units            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | ------------------------------------------------------------------------------------
|14. | Sterling House of Enid
									
										4613 W. Willow Road
									
										Enid, OK  73703
									
										Garfield County                           | $1,480,000 | Assisted Living
									
										39 beds
									
										39 units            
|15. | Clare Bridge of Everett
									
										2015 Lake Heights Drive
									
										Everett, WA  98208
									
										Snohomish County                  | $6,876,202 | Assisted Living
								
										52 beds
									
										46 units             
|16. | Clare Bridge of Manlius
									
										5125 Highbridge Street
								
										Fayetteville, NY  13066
								
										Onondaga County                 | $4,372,100 | Private Proprietary Adult Home
								
										52 beds
							
										46 units
|17. | Sterling House of Findlay
						
										725 Fox Run Road
									
										Findlay, OH  45840
								
										Hancock County                             | $2,000,000 | Assisted Living
									
										37 beds
								
										37 units             
|18. | Sterling House of Florence901 Broad Street
								
										Florence, NJ  08518
								
										Burlington County                                           | $3,277,700 | Assisted Living
									
										46 beds
									
										46 units            
|19. | Sterling House of Georgetown
									
										2600 University Drive E
									
										Georgetown, TX  78626
									
										Williamson County         | $2,300,000 | Assisted Living
									
										54 beds
									
										54 units            
|20. | Clare Bridge of Hamilton
									
										1645 Whitehorse-Mercerville Road
									
										Hamilton Township, NJ  08619
							
										Mercer County   | $4,909,400 | Assisted Living
							
										50 beds
								
										44 units               
|21. | Clare Bridge of Highlands Ranch
									
										9160 S. University Boulevard
							
										Highlands Ranch, CO  80126
									
										Douglas County | $4,661,100 | Personal Care Boarding Home
								
										52 beds
						
										46 units    
|22. | Sterling House of Lawton
							
										6302 W. Lee Road
								
										Lawton, OK  73505
								
										Comanchie County                             | $1,600,000 | Assisted Living
									
										42 beds
								
										42 units             
|23. | Clare Bridge of Middleton
									
										6701 Stonefield Road
								
										Middleton, WI  53562
								
										Dane County                        | $4,426,700 | Community Based Residential
								
										28 beds
								
										28 units  
|24. | Sterling House of Midwest City
									
										615 W. Blue Ridge Drive
									
										Midwest City, OK  73110
								
										Oklahoma County        | $1,480,000 | Assisted Living
									
										39 beds
								
										39 units             
|25. | Sterling House of Muskogee
									
										3211 E. Chandler Road
									
										Muskogee, OK  74403
									
										Muskogee County                 | $1,582,500 | Assisted Living
									
										43 beds
									
										43 units            

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|26. | Sterling House of Norman
									
										1701 Alameda Street
									

										Norman, OK  73071
								
										Cleveland County                                                   | $1,539,000 | Assisted Living
									
										39 beds
									
										39 units 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | -------------------------------------------------------------------------
|27. | Sterling House of N. Augusta
								
										105 N. Hills Drive
									
										N. Augusta, SC  29841
									
										Aiken County                                                 | $2,890,000 | Assisted Living
									
										52 beds
								
										52 units  
|28. | Sterling House of N. Oklahoma City
									
										2435 N.W. 122
										nd
										 Street
									
										N. Oklahoma City, OK  73120
									
										Oklahoma County       | $1,595,000 | Assisted Living
										
										43 beds
										43 units          
|29. | Clare Bridge of Oklahoma City
									
										12401 Dorset Drive
									
										Oklahoma City, OK  73120
									
										Oklahoma County
								
										(Still in retainage) | $3,200,000 | Assisted Living
										
										38 beds
									
										34 units
|30. | Sterling House of Oklahoma City
									
										2500 S.W. 89
										th
										Street
									
										Oklahoma City, OK  73159
									
										Oklahoma County               | $1,480,000 | Assisted Living
									
										39 beds
										
										39 units
|31. | Sterling House of Owasso
									
										12807 E. 86
										th
										Place N.
									
										Owasso, OK  74055
									
										Tulsa County                               | $1,595,000 | Assisted Living
									
										43 beds
									
										43 units 
|32. | Sterling House of Palestine
									
										101 Trinity Court
									
										Palestine, TX  75801
									
										Anderson County                                                | $1,582,500 | Assisted Living
									
										43 beds
										43 units           
|33. | Sterling House of Piqua
								
										1744 W. High Street
									
										Piqua, OH  45356
								
										Miami County                                                           | $2,120,000 | Assisted Living37 beds
									
										37 units                      
|34. | Sterling House of Ponca City
								
										1500 E. Bradley Avenue
									
										Ponca City, OK  74604
							
										Kay County                                                 | $1,650,000 | Assisted Living
									
										39 beds
									
										39 units 
|35. | Clare Bridge of Salem
									
										1355 Boone Road S.E.
									
										Salem, OR  97306
									
										Marion County                                                         | $5,620,298 | Assisted Living
									
										60 beds
																			60 units  
|36. | Clare Bridge of Sarasota
									
										8450 McIntosh Road
									
										Sarasota, FL  34238
									
										Sarasota County                                                   | $3,650,000 | Assisted Living
									
										38 beds
									
										34 units 
|37. | Sterling House of Shawnee
									
										3947 Kickapoo
									
										Shawnee, OK  74804
									
										Pottowatomie County                                                    | $1,480,000 | Assisted Living
									
										39 beds
								
										39 units  
|38. | Sterling House of Stillwater
									
										1616 McElroy Road
								
										Stillwater, OK  74075
							
										Payne County                                                    | $1,480,000 | Assisted Living
							
										39 beds
									
										39 units   

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|39. | Sterling House of Texarkana
									
										4204 Moores Lane
					
										Texarkana, TX  75503
									
										Bowie County                                                           | $1,595,000   | Assisted Living
									
										60 beds
								
										50 units 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------ | ------------------------------------------------------------------------
|40. | Sterling House of Troy
									
										81 S. Stanfield Road
									
										Troy, OH 45373
										Miami County                                                                        | $2,200,000   | Assisted Living
												37 beds

													37 units              
|41. | Alterra Clare Bridge Cottage of Valparaiso
									
										2501 Valparaiso St.
									
										Valparaiso, IN  46383
									
										Porter County                                   | $3,070,000   | Residential Care
								
										36 beds
								
										32 units 
|42. | Alterra Sterling House of Valparaiso
									
										2601 Valparaiso St.
									
										Valparaiso, IN  46383
									
										Porter County                                         | $2,670,000   | Residential Care
								
										42 beds
								
										42 units 
|43. | Alterra Clare Bridge Cottage of Vero
														Beach
									
										420 4
										th
										 Court
								
										Vero Beach, FL  32962
								
										Indian River County | $3,450,000   | Residential Care
								
										36 beds
									
										32 units
|44. | Alterra Sterling House of Vero Beach
								
										410 4
										th
										 Court
									
										Vero Beach, FL  32962
									
										Indian River County                    | $3,560,000   | Residential Care
								
										42 beds
									
										42 units
|45. | Sterling House of Waxahachie
								
										2250 Brown Street
									
										Waxahachie, TX  75165
									
										Ellis County                                                     | $1,582,500   | Assisted Living
								
										60 beds
									
										50 units 
|46. | Clare Bridge of Wilmington
										
										3501 Converse Drive
									
										Wilmington, NC  28403
								
										New Hanover County                                              | $3,200,939   | Assisted Living
									
										38 beds
									
										34 units
|    | TOTAL                                                                                                                                                                                            | $119,873,313 |                                                                         

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EXHIBIT G:  GOVERNMENT AUTHORIZATIONS

TO BE OBTAINED; ZONING PERMITS

Government Authorizations:

Zoning: