Exhibit 10.54

Amended Schedule of Project Loans under the 
Guaranty Bank (formerly, Guaranty Federal Bank) Master Loan Agreement which is
attached as Exhibit 10.65 to the Company's Form 10-Q for the period ending March 31, 1999, as
amended by the Second Modification attached as Exhibit 10.8 to the Company's Form 10-Q 
for the period ending June 30, 2000



|Facility Name                              | Location         | OriginalLoan Amount | Date of Loan     
|------------------------------------------ | ---------------- | ------------------- | -----------------
|Alterra Clare Bridge Cottage of Austintown | Austintown, OH   | $2,555,726.00       | March 26, 1999   
|                                           |                  |                     |                  
|Alterra Clare Bridge Cottage of Middletown | Middletown, OH   | $2,314,985.00       | March 26, 1999   
|                                           |                  |                     |                  
|Alterra Clare Bridge of Eden Prairie       | Eden Prairie, MN | $5,070,914.00       | January 8,1999   
|                                           |                  |                     |                  
|Alterra Clare Bridge of North Oaks         | North Oaks, MN   | $4,795,657.00       | January 8, 1999  
|                                           |                  |                     |                  
|Alterra Clare Bridge of Olympia            | Olympia, WA      | $4,938,738.00       | January 8, 1999  
|                                           |                  |                     |                  
|Alterra Clare Bridge of Plymouth           | Plymouth, MN     | $4,880,809.00       | January 8, 1999  
|                                           |                  |                     |                  
|Alterra Clare Bridge of Puyallup           | Puyallup, WA     | $4,633,862.00       | January 8, 1999  
|                                           |                  |                     |                  
|Alterra Clare Bridge of Spokane            | Spokane, WA      | $4,542,758.00       | January 8, 1999  
|                                           |                  |                     |                  
|Alterra Sterling House of East Speedway    | Tucson, AZ       | $2,112,000.00       | February 5, 1998 
|                                           |                  |                     |                  
|Alterra Sterling House of Merillville      | Merillville, IN  | $3,126,422.00       | February 19, 1999
|                                           |                  |                     |                  
|Alterra Sterling House of Mesa             | Mesa, AZ         | $2,344,000.00       | December 22, 1997
|                                           |                  |                     |                  
|Alterra Sterling House of Pensacola        | Pensacola, FL    | $2,644,000.00       | January 22, 1998 
|                                           |                  |                     |                  
|Alterra Sterling House of Peoria           | Peoria, AZ       | $2,448,000.00       | December 22, 1997
|                                           |                  |                     |                  
|Alterra Sterling House of Portage          | Portage, IN      | $2,966,706.00       | February 19, 1999
|                                           |                  |                     |                  
|Alterra Sterling House of Richmond         | Richmond, IN     | $3,002,792.00       | February 19, 1999
|                                           |                  |                     |                  
|Alterra Sterling House of Salem            | Perry, OH        | $2,084,073.00       | February 23, 1999
|                                           |                  |                     |                  
|Alterra Sterling House of Westerville      | Columbus, OH     | $2,729,703.00       | March 26, 1999