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                                                                    EXHIBIT 10.1

                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

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In re:                              )
                                    )
MARINER POST-ACUTE                  )
NETWORK, INC.,                      )                     Chapter 11
A Delaware Corporation,             )
                                    )
                                    )                     Case Nos. 00-113 (MFW)
and affiliates,                     )                     through 00-214 (MFW)
                                    )
                                    )                     (Jointly Administered)
                                    )
                                    )
            Debtors                 )
                                    )
------------------------------------)



            ORDER UNDER 11 U.S.C.ss.ss.105, 363, 365 AND 1146 (c) AND
              FED. R. BANKR. P. 6004, 6006 AND 9019: (i) APPROVING
               SETTLEMENT AGREEMENT WITH SENIOR HOUSING PROPERTIES
              TRUST AND CERTAIN RELATED ENTITIES; (ii) AUTHORIZING
               THE SALE OF RIGHTS AND INTERESTS IN AND TO CERTAIN
                LEASED FACILITIES AND PERSONAL PROPERTY TO SENIOR
              HOUSING PROPERTIES TRUST FREE AND CLEAR OF ALL LIENS,
             CLAIMS, ENCUMBRANCES, AND INTERESTS; (iii) DETERMINING
               THAT SUCH SALE IS EXEMPT FROM ANY STAMP, TRANSFER,
                 RECORDING, OR SIMILAR TAX; (iv) AUTHORIZING THE
                 ASSUMPTION AND ASSIGNMENT OF CERTAIN LEASEHOLD
                   INTERESTS; AND (v) GRANTING RELATED RELIEF,
                    INCLUDING, A PROHIBITION AGAINST RECOURSE
                    -----------------------------------------

         Upon the motion dated March 21, 2000 (the "Motion"), of Mariner
Post-Acute Network, Inc. ("MPAN") and certain subsidiaries which are also
debtors and debtors-in-possession in the above-captioned cases (the "SUBJECT
DEBTORS") for an order under 11 U.S.C. ss.ss.105, 363, 365 and 1146(c) and Rules
6004, 6006, and 9019 of the Federal Rules of Bankruptcy Procedure:


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(i) approving Settlement Agreement together with all appendices and exhibits1
(collectively, the "SETTLEMENT AGREEMENT") between the Subject Debtors2 and the
SNH Entities; (ii) authorizing the sale of assets free and clear of all liens,
claims, encumbrances, and interests; (iii) determining that the asset sale is
exempt from any stamp, transfer, recording, or, similar tax; (iv) authorizing
the assumption and assignment or rejection of certain executory contracts and
unexpired leases; and (v) granting related relief, including, a prohibition
against recourse; and the Court having considered the Motion; and upon the
record in these cases; and after due deliberation thereon; and good and
sufficient cause appearing therefor; it is hereby

                  FOUND THAT:(3)

        A.        This Court has jurisdiction over the Motion pursuant to 28
U.S.C.ss.ss.157 and 1334. Venue is proper pursuant to 28 U.S.C. 1408 and 1409.
This is a core proceeding under 28 U.S.C. 157(b)(2)(A), (M), (N) and (0). The
statutory predicates for the relief sought herein are 11. U.S.C.ss.ss.105(a),
363, 365 and 1146(c) and Fed. R. Bankr. P. 6004, 6006, and 9019.

        B.        Due and proper notice of the Motion, the objection period and
the hearing thereon has been given to all interested persons, in accordance with
the Order Establishing Notice Procedures entered in these cases, all parties to
the contracts at the Retained Facilities, all state Medicaid agencies or fiscal
intermediaries, all parties listed on the Subject Debtors' list of creditors in
the states in which the Retained Facilities are located, all parties who have
commenced or threatened litigation against the Subject Debtors at the Retained
Facilities and published in newspapers as reflected in the Motion. No other or
further notice is required. A

---------------------

(1)  All capitalized terms do not otherwise defined herein shall have the
     meaning assigned to them in the Settlement Agreement.
(2)  The Subject Debtors are:  Mariner Post-Acute Network, Inc., GranCare, Inc.,
     AMS Properties, Inc., and GCI Health Care Centers, Inc.


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reasonable opportunity to object or be heard regarding the relief requested in
the Motion has been afforded to all interested persons and entities.

        C.        In response to the Motion and notice thereof, the MPAN Debtors
received several objections to the relief sought in the Motion. Such objections
have either been resolved as reflected herein, withdrawn or overruled on the
merits, other than as to contracts which are not being assumed or rejected
pursuant to this Order.

        D.        The Subject Debtors have: (i) full corporate power and
authority to execute the Settlement Agreement and all other documents
contemplated thereby; and (ii) all the corporate power and authority necessary
to consummate the transactions contemplated by the Settlement Agreement; no
consents or approvals, other than those consents, if any, required under section
363(f) of the Bankruptcy Code are required for the Subject Debtors to consummate
such transactions.

        E.        The Subject Debtors have exercised sound business judgment
in deciding to proceed with those matters provided in the Settlement Agreement,
including a sale (the "ASSET SALE") to the SNH Entities of all of their right,
title and interest in and to the Master Lease, the Retained Facilities, personal
property located at any of the Retained Facilities, assignment of the Subleases
and any other assets (collectively, the "ASSETS"), and the acquisition of the
Transferred Facilities.

        F.        Approval of the Motion, Settlement Agreement and
consummation of the transactions provided therein at this time is necessary,
appropriate and in the best interests of the Subject Debtors, their creditors,
and their estates.

---------------------
(3) Findings of fact shall be construed as conclusions of law and conclusions
    of law shall be construed as findings of fact when appropriate.  See Fed. R.
    Bankr. P. 7052


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        G.        Pursuant to section 363(b) of the Bankruptcy Code, the
Subject Debtors have articulated good and sufficient business justification for
proceeding with those transactions provided for in the Settlement Agreement.

        H.        The Subject Debtors and the SNH Entities negotiated the
Settlement Agreement in good faith, without collusion, and at arm's length. The
SNH Entities are good faith purchasers, under section 363(m) of the Bankruptcy
Code and, as such, are entitled to the protections afforded thereby.

        I.        The SNH Entities have proceeded in good faith in all respects
 in connection with this proceeding in that:
                  1.      The SNH Entities recognized that the Subject Debtors
 were free to deal with any other parties interested in acquiring their
 interests in the Assets;

                  2.      All value to be delivered by the SNH Entities in
 connection with the transactions has been disclosed; and

                  3.      The SNH Eritities have not violated section 363(m)
by any action or inaction.

        J.        In the absence of a stay pending appeal, the SNH Entities
shall be deemed to be acting in good faith within the meaning of section 363(m)
of the Bankruptcy Code in consummating the Settlement Agreement and closing the
Asset Sale at any time after the entry of this Order.

        K.        The transactions proposed under the Settlement Agreement
constitute the best and highest value for the Assets and for release from
obligations owed by the Subject Debtors to the SNH Entities and provide a
greater recovery for the Subject Debtors' creditors than would be provided by
any other available alternative.


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        L.        The value received by the Subject Debtors for the Assets is
fair and reasonable.

        M.        All amounts, if any, to be paid by the Subject Debtors
pursuant to the Settlement Agreement constitute administrative expenses under
sections 503(b) and 507(a)(1) of the Bankruptcy Code and are immediately
payable, if any, when any of the Subject Debtors' obligations arise under the
Settlement Agreement without further order of the Court.

        N.        The Subject Debtors are hereby authorized to sell the Assets
free and clear of all liens, claims, encumbrances, rights of first refusal and
other interests because each entity with a security interest in the Assets has
consented to, or is deemed to have consented to, the sale of such property, each
such interest is a lien and the value of the Transferred Facilities is greater
than the aggregate value of all liens on such property, or each entity could be
compelled in a legal or equitable proceeding to accept a money satisfaction of
such interest, including the acceptance of substitute collateral.

        O.        The Subject Debtors have good title to the Assets and,
accordingly, the transfer of the Assets to the SNH Entities pursuant to the
Asset Sale shall be and hereby is deemed to be a legal, valid and effective
transfer.

        P.        The transfer of the Assets shall be legal, valid or
effective transfers of property of the Subject Debtors' estates to the SNH
Entities and, except as provided herein with respect to certain prospective tax
liens, the Asset Sale shall be free and clear of any and all liens, claims,
interests, and encumbrances under section 363(f) of the Bankruptcy Code.

        Q.        Consummation of the Asset Sale does not and shall not
subject the SNH Entities to any debts, liabilities, obligations, commitments,
responsibilities or claims of any kind or nature whatsoever, whether known or
unknown, contingent or otherwise, existing as of the date hereof or hereafter
arising, of or against any of the Subject Debtors, any affiliate of the Subject


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Debtors, or any person by reason of such transfers and assignments under the
laws of the United States, any state, territory or possession thereof or the
District of Columbia applicable to such transactions.

        R.        The sale of the Assets to the SNH Entities does not constitute
a SUB ROSA chapter 11 plan because the sale does not propose to:

                  1.      impair or restructure existing debt or equity
 interests;

                  2.      impair or circumvent creditors' voting rights under
any future chapter 11 plan(s);

                  3.      circumvent chapter 11 safeguards such as disclosure
requirements; or

                  4.      classify claims or extend debt maturities.

        S.        The SNH Entities do not constitute a successor to the Subject
Debtors because:

                  1.      Other than as explicitly set forth in the Settlement
Agreement, the SNH Entities are not expressly or impliedly agreeing to assume
any of the Subject Debtors' debts;

                  2.      The transaction does not amount to a
consolidation, merger or DE FACTO merger of Subject Debtors and the SNH
Entities;

                  3.      The SNH Entities are not merely a continuation of the
Subject Debtors; and

                  4.      The transaction is not being entered into fraudulently
or in order to escape liability from the Subject Debtors' debts.

        T.        The Subject Debtors have demonstrated that (i) it is an
exercise of their sound business judgment to assume the Subleases and Master
Lease as specified in the Settlement Agreement, and (ii) the assumption and
assignment of the Subleases and the Master Lease as


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specified in the Settlement Agreement is in the best interests of the Subject
Debtors, their estates and their creditors.

        U.        The SNH Entities have cured, or have provided adequate
assurance that they will promptly cure, any default of any Sublease to be
assumed and assigned in accordance with the procedures hereunder, within the
meaning of section 365(b)(1)(A) of the Bankruptcy Code.

        V.        The SNH Entities have provided compensation or adequate
assurance of compensation to any party other than the Subject Debtors for any
actual pecuniary loss to such party resulting from a default prior to the date
hereof under any of the Subleases to be assumed in accordance with the
procedures hereunder, within the meaning of section 365(b)(1)(B) of the
Bankruptcy Code.

        W.        The SNH Entities have provided adequate assurance of future
performance of the Subleases to be assumed and assigned in accordance with the
procedures hereunder within the meaning of section 365(b)(1)(C) of the
Bankruptcy Code.

        X.        Pursuant to section 363(b) of the Bankruptcy Code, the
Subject Debtors have articulated good and sufficient business justification for
the Asset Sale. As set forth in the Re-Notice of Hearing dated April 4, 2000 the
decision as to assumption and assignment of the Contracts or the rejection
thereof has not yet been made by the Subject Debtors and SNH Entities. That
portion of the Motion dealing with assumption and assignment of Contracts, or
rejection thereof other than as to the Master Lease and Subleases, will be
resolved by separate order at a later date.

        Y.        All of the provisions of this order are nonseverable and
mutually dependent.

        Z.        The transfer of the Assets free and clear of liens, claims,
and interests as provided for in this Order is appropriate under the
circumstances because (a) such liens, claims, and


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interests are subject to bona fide dispute; (b) the value to be received by the
Subject Debtors, including all right and title to the Transferred Facilities
exceeds the aggregate value of such liens, claims, encumbrances and interests;
(c) the holders of such liens, claims, encumbrances and interests have consented
to such transfer; or (d) (i) the holders of interests and (ii) non-debtor
parties to the Settlement Agreement which did not object, or which withdrew
their objections, to the Motion are deemed to have consented pursuant to section
363(f)(2) of the Bankruptcy Code. Those (i) holders of interests and (ii)
non-debtor parties which did not object fall within one or more of the other
subsections of section 363(f) of the Bankruptcy Code and are adequately
protected by having their interests, if any, attach to the Transferred
Facilities.

        AA.       The sale to the SNH Entities of the Assets is a prerequisite
to the Subject Debtors' ability to confirm and consummate a plan or plans of
reorganization or liquidation. The Asset Sale is a sale in contemplation of a
plan and, and, accordingly, is a transfer pursuant to Section 1146(c) of the
Bankruptcy Code, which shall not be taxed under any law imposing a stamp tax or
similar tax.

                   IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT:

                  1.     The Motion and the relief sought therein is granted
in all respects and the terms and conditions of the Settlement Agreement,
annexed thereto as Exhibit A, are approved.

                  2.     Any objections to the Motion or the relief
requested therein, other than as to contracts which are not being assumed or
rejected pursuant to this Order, that have not been withdrawn with prejudice,
waived or settled, are overruled on the merits.

                  3.     Pursuant to section 363(b) of the Bankruptcy Code,
the Subject Debtors are hereby authorized and directed to consummate the Asset
Sale, pursuant to and in accordance with the terms and conditions of the
Settlement Agreement.


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                  4.     The Subject Debtors are authorized to execute and
deliver, and empowered to perform under, consummate and implement, the
Settlement Agreement, together with all additional instruments and documents
that may be reasonably necessary or desirable to implement the Settlement
Agreement, and to take all further actions as may reasonably be requested by the
SNH Entities for the purpose of assigning, transferring, granting, conveying and
conferring to the SNH Entities, or reducing to possession all of the Assets, or
as may be necessary or appropriate to the performance of the obligations as
contemplated by the Settlement Agreement.

                  5.     Pursuant to sections 105(a) and 363(f) of the
Bankruptcy Code, upon the closing under the Settlement Agreement, the SNH
Entities shall acquire all right, title and interest in the Assets. The transfer
of the Assets pursuant to the Asset Sale shall be free and clear of all
mortgages, security interests, conditional sale or other title retention
agreements, pledges, liens, judgments, demands, encumbrances, constructive or
resulting trusts, right to future income, easements, restrictions, rights of
first refusal or charges of any kind or nature, if any, including, but not
limited to, any restriction on the use, voting, transfer, or other exercise of
any attributes of ownership (collectively, "INTERESTS"), and free and clear of
all debts arising in any way in connection with any acts, or failures to act, of
the Subject Debtors or the Subject Debtors' predecessors or affiliates, any
claims (as that term is defined in the Code), any Pre-Closing Obligations or
otherwise, including obligations, demands, guaranties, options, rights,
contractual commitments, restrictions, interests and, matters of any kind and
nature, whether arising prior to or subsequent to the Effective Time or
commencement of these cases, and whether imposed by agreement, understanding,
law, equity or otherwise (collectively, the "CLAIMS"), with all such Interests
and Claims to attach to the Transferred Facilities in the order of their
priority including,


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without limitation, any claim or interest of the San Joaquin County Tax
Collector, with the same validity, force and effect which they now have as
against the Subject Debtors, subject to any claims and defenses the Subject
Debtors may possess with respect thereto.

                  6.     Any currently existing prospective liens for taxes
due for periods from and after the date hereof shall remain attached to and be a
lien on the Retained Facilities.

                  7.     Neither the purchase of the Assets by the SNH
Entities, nor the subsequent operation by the SNH Entities of any business
previously operated by the Subject Debtors, will cause the SNH Entities to be
deemed, under any theory of law or equity, a successor in any respect to the
Subject Debtors' business within the meaning of any revenue, pension, ERISA,
tax, labor, environmental, Medicare, Medicaid or other health care reimbursement
law, rule or regulation or under any personal injury, tort, contract, medical
malpractice, fiduciary or product liability law with respect to the Subject
Debtors' liability or any other law, rule or regulation and the SNH Entities
shall not be treated either as a Subject Debtor nor as a successor to the
Subject Debtor and shall have no liability therefore.

                  8.     The Subject Debtors are authorized to proceed with
those matters identified in the Settlement Agreement and Interim Management
Agreement. The Subject Debtors shall maintain their respective Permits and
Provider Agreements in good standing for each of the Retained Facilities, for
which they shall continue to be responsible for the operations thereof. All
payments due from Third Party Payors for services rendered by the Retained
Facilities on and after the Effective Time are to be received by the Subject
Debtors and delivered to the SNH Entities. Such funds shall not be subject to
Interests or Claims against any of the Subject Debtors or the Subject Debtors'
predecessors or affiliates or otherwise.


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                  9.     To the greatest extent allowed by applicable law,
the SNH Entities are not assuming nor shall they in any way whatsoever be liable
or responsible, as successor or otherwise, for any liabilities, debts or
obligations of the Subject Debtors their affiliates, subsidiaries or
predecessors or for any Liabilities, debts or obligations in any way whatsoever
relating to or arising from the Assets or the Subject Debtors' operations or use
of the Assets prior to or subsequent to the consummation of the transactions
contemplated by the Settlement Agreement.

                  10.    No person or entity, including, without limitation,
any federal, state or local governmental agency, Department or instrumentality,
shall assert by suit or otherwise against the SNH Entities or their successors
in interest any Claims or Interests that they had, have or may have against any
of the Subject Debtors, their affiliates, subsidiaries or predecessors, or any
liability, debt or obligation relating to or arising from the Assets, or the
Subject Debtors', their affiliates', subsidiaries' or predecessors' operations
or use of the Assets before or after the consummation of the transactions
contemplated by the Settlement Agreement, and all persons and entities are
hereby enjoined from asserting against the SNH Entities in any way any such
Claims, Interests, liabilities, debts or obligations.

                  11.    The transfer of the Assets pursuant to the Asset
Sale are transfers pursuant to section 1146(c) of the Bankruptcy Code, and,
accordingly, shall not be taxed under any law imposing a stamp tax or similar
tax.

                  12.    All of the Subject Debtors' interests in the Assets
shall be, as of the Effective Time, transferred to and vested in the SNH
Entities. Subject to the fulfillment of the terms and conditions of the
Settlement Agreement, as of the Effective Time, this order will be considered
and constitute for all purposes a full and complete general quitclaim
assignment,


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conveyance and transfer of the Assets and/or a quitclaim deed transferring the
Subject Debtors' title and interest in the Assets to the SNH Entities. All
governmental recording offices and all other parties, persons or entities are
hereby directed to accept this Order as such a quitclaim assignment and/or
quitclaim deed, and, if necessary, this Order shall be accepted for recordation
on or after the Effective Time, as conclusive evidence of the transfer of title
to the Assets conveyed to SNH Entities at the Effective Time. All Claims or
Interests of record shall be forthwith removed and stricken as against the
Assets.

                  13.    All of the SNH Entities' interests in the real and
personal property related to the Transferred Facilities, including without
limitation, all furniture, fixtures, furnishings, equipment, and intangibles,
(the "Transferred Assets") shall be, as of the Effective Time, transferred to
and vested in the Subject Debtors or their designee. Subject to the fulfillment
of the terms and conditions of the Settlement Agreement, as of the Effective
Time, this order will be Considered and constitute for all purposes a full and
complete general quitclaim assignment, conveyance and transfer of the
Transferred Assets and/or a quitclaim deed transferring the SNH Entities' title
and interest in the Transferred Assets to the Subject Debtors or their designee.
All governmental recording offices and all other parties, persons or entities
are hereby directed to accept this Order as such a quitclaim assignment and/or
quitclaim deed, and, if necessary, this Order shall be accepted for recordation
on or after the Effective Time, as conclusive evidence of the transfer of title
to the Transferred Assets conveyed to the Subject Debtors or their designee at
the Effective Time. Any lien or claim of the SNH Entities on the Transferred
Facilities' accounts receivable generated by the Subject Debtors shall be
released as of the Effective Time.

                  14.    Except as otherwise provided in the Interim
Management Agreement and the Interim Occupancy Agreement, upon the Effective
Time, the SNH Entities shall be granted


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immediate and unfettered access to the Retained Facilities and the Assets.
Except as otherwise provided in the Settlement Agreement, the Subject Debtors
and their respective officers, agents and employees who have access to and
control over any portion of the Retained Facilities and the Assets shall cease
exercising control over the Assets upon the Effective Time and such parties are
enjoined after the Effective Time from exercising any control and/or interfering
with the SNH Entities' use, peaceful enjoyment and control of the Assets without
the SNH Entities consent.

                  15.    Upon the Effective Time, the Subject Debtors shall
be granted immediate and unfettered access to the Transferred Facilities. Except
as otherwise provided in the Settlement Agreement, the SNH Entities and their
respective officers, agents and employees who have access to and control over
any portion of the Transferred Facilities shall cease exercising control over
the Transferred Facilities upon the Effective Time and such parties are enjoined
after the Effective Time from exercising any control and/or interfering with the
Subject Debtors' use, peaceful enjoyment and control of the Transferred
Facilities without the Subject Debtors' consent.

                  16.    No bulk sales law or any similar law of any state or
other jurisdiction shall apply in any way to the Subject Debtors' sale of the
Assets to the SNH Entities.

                  17.    The Subject Debtors are hereby authorized to assume
and assign the unexpired Subleases and the Master Lease (the "Assumed and
Assigned Leases") in accordance with this Order. As the Subject Debtors are the
Sublessor or the SNH Entities are the lessor in the case of the Master Lease no
cure payment is due.

                  18.    On and after the Effective Time, each of the
Subject Debtors' creditors is directed to execute such documents and take all
other actions as may be necessary to release its


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Interests in or Claims, if any, against the Assets, as such Interests or Claims
may have been recorded or may otherwise exist.

                  19.    Each non-debtor party to the Assumed and Assigned
Leases is barred from asserting against the SNH Entities any default as of the
Effective Time, and all such defaults shall be deemed to have been cured as of
the Effective Time.

                  20.    This Order (a) is and shall be effective as a
determination that, on and as of the Effective Time, all Interests or Claims
existing as and to the Assets before the Effective Time have been
unconditionally released, discharged and eliminated (with such Interests or
Claims to attach to the Transferred Facilities, or to continue in the Subject
Debtors' other assets that do not comprise a part of the Assets, as provided for
herein), and that the conveyance of the Assets (described herein has been
effected; and (b) is and shall be binding upon and govern the acts of all
entities including without limitation all filing agents, filing officers, title
,agents, title companies, recorders of mortgages, recorders of deeds, registrars
of deeds, registrars of patents, trademarks or other intellectual property,
administrative agencies, governmental departments, secretaries of federal, state
and local officials , and all other persons and entities who may be required by
operation of law, the duties of their office, or contract, to accept, file,
register otherwise record or release any documents or instruments, or who maybe
required to report or insure any title or state of title in or to any of the
Assets.

                  21.    To the greatest extent allowed by applicable law,
the SNH Entities are not acquiring or assuming, and the consummation of the
Asset Sale shall not subject the SNH Entities to any debts, liabilities,
obligation, commitments, responsibilities or claims of any kind or nature
whatsoever, whether known or unknown, contingent or otherwise, existing as of
the date hereof or hereafter arising, of or against the Subject Debtors, any
affiliate of the Subject


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Debtors, or any other person by reason of such transfer, assignment and delivery
under the laws of the United States, any state, territory or possession thereof
or the District of Columbia, applicable to such transactions.

                  22.    If any person or entity that has filed financing
statements or other documents or agreements evidencing Interests or Claims on or
in the Assets shall not have delivered to the Subject Debtors before the
Effective Time, in proper form for filing and executed by the appropriate
parties, termination statements, instruments of satisfaction, releases of all
interests or Claims or other interests that the person or entity has with
respect to the Assets, the Subject Debtors are hereby Authorized to execute and
file such statements, instruments, releases and other documents on behalf of the
person or entity with respect to the Assets.

                  23.    All individuals or entities who are presently, or
on or as of the Effective Time may be, in possession of some or all of the
Assets are hereby directed to surrender possession of said Assets to the SNH
Entities on the Effective Time.

                  24.    Nothing contained in any chapter 11 plan confirmed
in these cases or the order of confirmation confirming any such chapter 11 plan
or any other order entered in these cases shall conflict with or derogate from
the provisions of the Settlement Agreement or the terms of this Order.

                  25.    The Settlement Agreement and the transactions
contemplated thereby shall be specifically performable and enforceable against
and binding upon, and not subject to rejection or avoidance by, the Subject
Debtors or any chapter 7 or chapter 11 trustee of the Subject Debtors and their
Respective estates.

                  26.    The Settlement Agreement and any related
agreements, documents or other instruments may be modified, amended or
supplemented by the parties thereto in


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accordance with the terms thereof without further order of the Court, provided
that any such modification, amendment or supplement is not material.

                  27.    The SNH Entities are good-faith purchasers,
entitled to the protections of section 363(m) of the Bankruptcy Code in the
event that this Order is revised or modified on appeal; provided, however, that
nothing herein shall be construed to release, waive, or otherwise modify claims
the Subject Debtors or the SNH Entities may have against each other relating to
transactions or occurrences to be consummated under the Settlement Agreement,
which are fully preserved.

                  28.    The consideration provided by the SNH Entities for
the Assets pursuant to the Settlement Agreement shall be deemed to constitute
reasonably equivalent value and fair consideration under the Bankruptcy Code or
under the laws of the United States, any state, territory, possession or the
District of Columbia.

                  29.    The Asset Sale is fair and reasonable and may not be
avoided under section 363(n) of the Bankruptcy Code.

                  30.    The failure specifically to include any particular
provision of the Settlement Agreement in this Order shall not diminish or impair
the effectiveness of such provision, it being the intent of the Court that the
Settlement Agreement be authorized and approved in its entirety.

                  31.    This Order shall be effective and enforceable
immediately upon entry, notwithstanding Rule 6004(g).

                  32.    This Court shall retain jurisdiction to decide any
disputes arising between the SNH Entities, the Subject Debtors or any other
person or entity with respect to the Settlement Agreement or this Order.



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 Dated: May 10, 2000
        Wilmington, Delaware


                                                 /s/ MARY F. WALRATH
                                                 -------------------------------
                                                 Mary F.  Walrath
                                                 U.S. Bankruptcy Judge