PURCHASE AND SALE AGREEMENT
                            (EMPORIA & HOISINGTON)
                                   (Fund IV)


      THIS PURCHASE AND SALE AGREEMENT (the "Agreement"),  made and entered into
as of this 1st day of June, 1997, by and between Midwest Nursing Home Investors,
L.L.C., a Georgia limited liability company, (the "Purchaser"), and Consolidated
Resources Health Care Fund IV, a Georgia limited partnership (the "Seller").
                             W I T N E S S E T H:
      WHEREAS,  Seller has certain right,  title and interest in and to real and
personal property  comprising  certain nursing home facilities listed on Exhibit
"A" attached hereto (such real property and personal property and the businesses
conducted thereon are hereinafter collectively referred to as the "Facilities");
      WHEREAS, Seller wishes to sell all of its right, title and interest in and
to such Facilities, including the businesses thereof, to Purchaser and Purchaser
wishes  to buy  all  of  Seller's  right,  title  and  interest  in and to  such
Facilities subject to and upon the terms and conditions herein set forth.
      NOW, THEREFORE,  in consideration of the premises,  the mutual covenants
herein  contained,  and other good and  valuable  consideration,  the receipt,
adequacy,  and  sufficiency  of which  are  hereby  acknowledged,  Seller  and
Purchaser hereby agree as follows:
SECTION 1.  PURCHASE AND SALE
      Upon the terms and  conditions  set forth  herein,  Seller  shall  sell to
Purchaser and Purchaser shall purchase from Seller all of Seller's right,  title
and interest in and to the following (the "Facility Assets"):
            (a) All those certain tracts or parcels of real property relating to
      the  Facilities,  TOGETHER  WITH  all and  singular  appurtenances  now or
      hereafter  belonging  thereto,  said real property being more particularly
      described  in Exhibits  "B-1" and "B-2"  attached  hereto and by reference
      made a part  hereof,  and being  hereinafter  together  referred to as the
      "Land";  TOGETHER  WITH all the  improvements  and  appurtenances  thereon
      situated,  and all  fixtures,  furniture,  personal  property and supplies
      attached thereto or appurtenant thereto and used in connection  therewith,
      consisting,  without  limitation,  of the Facilities  containing  licensed
      patient  beds which  conform  with the  licenses  granted,  all  plumbing,
      heating,  lighting and cooking  fixtures,  air  conditioning  fixtures and
      units, ranges, refrigerators,  dishwashers,  disposals, trash mashers, hot
      water  heaters and  equipment,  boilers,  bathroom  and kitchen  cabinets,
      antennae,  and to the extent located on the Land,  mantels,  door mirrors,
      venetian blinds, shades,  drapes,  screens,  awnings,  window boxes, storm
      doors, ice makers, mail boxes, weather vanes, flagpoles, pumps, shrubbery,
      outdoor statuary,  carpeting, and licenses and permits,  TOGETHER WITH all
      right,  title and interest,  if any, of Seller in and to any land lying in
      the bed of any street,  road or avenue,  open or proposed,  in front of or
      adjoining  said Land to the center line  thereof,  and  together  with all
      right, title and interest of Seller in and to any award made or to be made
      in lieu thereof, and in and to any unpaid award for damage to said Land by
      reason of change of grade of any street;  together  with all right,  title
      and  interest  of Seller  in and to any  award  made or to be made in lieu
      thereof,  together with all right, title and interest of Seller to the use
      of strips and rights-of-way abutting or adjoining said Land, if any; (said
      Land, improvements, appurtenances, fixtures and property at the facilities
      being hereinafter collectively referred to as the "Real Property"); and
            (b)  All  licenses,  permits,  equipment,  furniture,   furnishings,
      fixtures,  inventory,  supplies and all other personal property located on
      the  Real  Property  or used in  connection  with  the  businesses  of the
      Facilities  as going  concerns and with the  operation  of the  Facilities
      located  thereon,  including  without  limitation  all of  those  items of
      personal  property  set forth and  described  in Exhibits  "C-1" and "C-2"
      attached hereto (such personal property is hereinafter  referred to as the
      "Tangible Personal Property").
            (c) All accounts receivable to the extent arising from the operation
      of the Facilities,  and all proceeds  therefrom (the "Intangible  Personal
      Property") (the Tangible Personal Property and the Intangible Personal
      Property being hereinafter referred to as the "Personal Property").
SECTION 2.  PURCHASE PRICE AND FINANCING
      2.01.  Purchase  Price.  The total  purchase price payable by Purchaser to
Seller for the Real Property and Personal  Property of the  Facilities  shall be
TWO MILLION FIVE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS  ($2,550,000.00) (the
"Purchase  Price"),  subject to  adjustment as provided in this  Agreement.  The
Purchase  Price  shall  be paid by  Purchaser  in  cash or by wire  transfer  of
immediately available funds at Closing.
      2.02.  Compliance with Section 1060 of the Internal  Revenue Code.  Seller
and  Purchaser  agree that  Exhibits  "D-1" and "D-2" in which the parties  have
allocated  the  Purchase  Price  among the assets  purchased,  has been  jointly
prepared by the parties  hereto.  The parties agree that they shall fully comply
with the  requirements of Section 1060 of the Internal  Revenue Code of 1986, as
amended,  and the  regulations  promulgated  thereunder,  relating to allocation
rules for certain applicable asset  acquisitions,  and the parties further agree
to use Exhibits "D-1" and "D-2" as the basis for  completing  Form 8594 entitled
"Asset Acquisition  Statement Under Section 1060," which they shall both file on
a timely basis with the Internal Revenue Service.
      2.03. Adjustment for Capital Repairs,  Improvements, and Replacements. The
gross  Purchase  Price set forth in Section  2.01 shall be  adjusted by debiting
Seller and  crediting  Purchaser  the sum of FIVE  HUNDRED  THOUSAND  AND NO/100
DOLLARS  ($500,000.00),  an amount stipulated by Seller and Purchaser to reflect
the capital improvements repairs,  replacements and reserves needed to place the
Facility  Assets into the condition  required for Purchaser's  acquisition.  The
aforesaid adjustment shall be made and reflected on the closing statement signed
by Seller  and  Purchaser  at  Closing.  SECTION  3.  SELLER'S  REPRESENTATIONS,
WARRANTIES AND COVENANTS.
      As used  herein  in this  Section  and  elsewhere  in this  Agreement  the
following terms shall have the following meanings:
            "Knowledge of Seller" or "Seller's  Knowledge" shall mean the actual
      knowledge of any executive officer of WelCare Service  Corporation-IV,  as
      the managing  general  partner of Seller,  or of any executive  officer of
      Seller's  managing  agent as of the date a  representation  or warranty is
      made.
            "Knowledge of Purchaser" or "Purchaser's  Knowledge"  shall mean the
      actual  knowledge of Purchaser  and the actual  knowledge of any member of
      Purchaser.
            "Material" or  "Materially,"  when used with reference to any claim,
      obligation,  event,  omission  or other  development,  shall mean a claim,
      obligation,  event,  omission  or  other  development  having  a value  or
      potential  financial  impact  in excess of  $25,000.00  for each  separate
      Facility,   provided,  however,  that  the  total  value  of  all  claims,
      obligations,  events,  omissions  or other  developments  deemed not to be
      Material pursuant to this definition shall not exceed $100,000.00 for each
      separate  Facility.  Seller  hereby makes the  following  representations,
      warranties and
covenants  to  Purchaser,  each of which  shall be deemed to be  Material to the
transactions contemplated by this Agreement:
      3.01. Condition of Facilities.  To Seller's Knowledge upon Closing each of
the  Facilities  will be in  good  condition,  comparable  to,  in all  Material
respects,  the condition  existing on the date of this Agreement,  ordinary wear
and tear  excepted.  Except as may be  disclosed  in Exhibit  "E",  to  Seller's
Knowledge  the  heating,  air  conditioning,   sewer,  plumbing,  antennae,  and
electrical  systems in or relating to each of the Facilities are in good working
order in all Material respects,  the painted walls, window treatments,  interior
and exterior doors, plumbing, roofs and carpeting of all of the buildings of the
Facilities are in good repair in all Material  respects and each building of the
Facilities  is free from  damage  by  termite  and  insect  infestations  in all
Material  respects and the structural  supports and members of all buildings are
sound and in good repair in all Material  respects.  There are no latent defects
in or to the  Facilities  or any  portions  thereof  of  which  Seller  has been
notified. Upon the request of Purchaser,  Seller will provide information in its
possession  concerning the age of items described above. Seller shall not remove
any item of Personal  Property from the Facilities prior to the Closing,  except
for the purpose of repair or replacement or in the ordinary  course of business,
and any such item or its  replacement,  as the case may be, shall be included in
this  transaction.  Pursuant to Section 8 of this Agreement,  Purchaser has been
given the  opportunity to inspect the Facilities and the financial  condition of
each of the Facilities. Seller makes no representations, warranties or covenants
concerning any future  financial  performance of the Facilities  and,  except as
expressly  set forth  herein,  Seller makes no  warranties,  representations  or
covenants concerning the physical condition of the Facilities.
      3.02. List of Patients. Attached hereto and made a part hereof as Exhibits
"F-1" and "F-2" is a schedule  setting forth the name of each patient of each of
the Facilities,  the status of payment or level of care of each patient,  and an
accounting of security  deposits and patient  funds,  which  accounting is true,
complete and correct in all Material  respects.  The Facilities's  accounting of
patient funds, which accounting is maintained as a ledger book in the offices of
each of the Facilities,  is true, correct and complete in all Material respects,
subject to routine  periods for posting of  transactions  and is  available  for
inspection by Purchaser in accordance with Section 8 hereof.
      3.03. Financial  Statements and Costs Reports.  Attached hereto and made a
part hereof as Exhibit "G" are copies of the following  financial  statements of
the  Facilities:  (i)  unaudited  balance  sheets  as of the  end of each of the
Facilities's  last two (2) fiscal years and as of March 31, 1997,  which, in all
Material  respects,  are true,  complete and correct and accurately  reflect the
financial  condition of each of the Facilities at the  respective  dates on such
balance  sheets;  and (ii)  unaudited  statements of operations  for each of the
Facilities'  last two (2) fiscal  years and  year-to-date  for the period  ended
March 31, 1997, which, in all Material respects,  are true, complete and correct
and accurately  reflect its operations during such periods.  Seller will provide
to Purchaser  copies of all cost  reports and any audits of cost  reports  under
Medicare and Medicaid,  as  applicable,  for the two (2) years prior to the date
hereof for each of the Facilities, the Medicaid rate sheets for the last two (2)
years. Seller shall make available to Purchaser upon Purchaser's request any and
all unaudited balance sheets and statements of operations  provided to them from
a comptroller's office and or Medicare  intermediary and any internal accounting
working  papers of the Seller used in  preparing  the  above-referenced  balance
sheets and  statements of operations for each of the  Facilities.  Except as set
forth on  Exhibit  "H",  there  have been no  Material  adverse  changes  in the
financial  condition,  business or  properties of each of the  Facilities  since
their most recent fiscal year end. Seller shall make available to Purchaser upon
Purchaser's  request all internal  accounting working papers prepared during the
annual  financial  reviews of each of the Facilities for the last two (2) fiscal
years and the current fiscal year.
      3.04.  Agreements,  Contracts and Commitments.  Attached hereto and made a
part hereof as Exhibit "I" is a list  prepared  by Seller of all  contracts  and
agreements  with  respect  to  laundry  facilities,  food  services,  equipment,
furniture, medical equipment, management, grounds maintenance and other services
of  each  of  the  Facilities  which  require  more  than  60  days  notice  for
cancellation  without  penalty.  Seller  shall  not  renew  or  extend  any such
contracts without Purchaser's consent, which shall not be unreasonably withheld;
provided,  however,  that Seller may in the  ordinary  course of business  renew
without  Purchaser's  consent  any  contract  involving  an amount  which,  when
combined  with  amounts  payable  under all other  contracts  which are  renewed
without  Purchaser's  consent,  is not in  excess  of  $5,000  for  each  of the
Facilities.  Purchaser  shall  assume the  contracts  and  agreements  listed in
Exhibit "I" or shall cause Seller to terminate  such  contracts  and  agreements
before  Closing in  accordance  with  Purchaser's  instructions  to Seller on or
before  Closing.  Seller  shall  use its  reasonable  best  efforts  to keep all
insurance policies or renewals thereof  ("Policies")  affecting or covering each
of the Facilities and its operations in force and effect up to and including the
date of the Closing unless the reason for such Policies  ceases or such Policies
are  replaced  in the  ordinary  course of  business.  Seller  shall  deliver to
Purchaser true and correct copies of all such Policies in Seller's possession.
      3.05. Discharge of Obligations. Except as may be disclosed in Exhibit "J",
to Seller's  Knowledge,  Seller has carried out, performed and complied with all
obligations  imposed on Seller under any admission  agreements,  agreements with
patients or agreements with others.
      3.06.   Occupancy.   At  the  time  of  this  Agreement,   each  of  the
Facilities has existing valid  agreements with the patients  occupying each of
the Facilities.
      3.07. No Rebates or Allowances. Except as may be disclosed in Exhibit "J",
to Seller's  Knowledge,  none of the patients of the Facilities  have been given
any concession or consideration  for the rental of any patient room, and none of
the patients of any of the Facilities are entitled hereafter to any concessions,
rebates, and/or allowances of free occupancy for any period after the Closing.
      3.08. Repair Requirements. Except as set forth in Exhibit "E", to Seller's
Knowledge,  there are no  outstanding  requirements  or  recommendations  by any
person, mortgagee or insurance company, requiring or recommending any repairs or
work to be done on any of the Facilities.  Purchaser acknowledges receipt of the
reports set forth as Exhibit "E".  Seller  agrees that any deferred  maintenance
items, set forth on Exhibit "E", are the  responsibility of Seller.  Pursuant to
Section 2.03 of this Agreement for such deferred  maintenance  items,  Purchaser
shall  receive at Closing a credit in the amount set forth  therein,  in lieu of
Seller undertaking to perform and warrant such repairs.
      3.09.  Litigation.  Except as may be disclosed in Exhibit "J", to Seller's
Knowledge,  there is no litigation or proceeding  pending or  threatened,  other
than as normal or customary in the health care industry,  which would Materially
adversely  affect  all or any  part  of any  of the  Facilities,  their  assets,
property or business,  and Seller has no reasonable grounds to know of any basis
for any such action.
      3.10. No  Condemnation  Proceedings.  To Seller's  Knowledge,  there are
no pending or threatened  condemnation  or eminent  domain  proceedings  which
would Materially adversely affect all or any part of any of the Facilities.
      3.11.  Access Public  Improvements.  Except as may be disclosed in Exhibit
"J", to Seller's Knowledge,  all curb cut and street opening permits or licenses
required for vehicular  access to and from each of the Facilities over presently
existing  roads and  driveways  have been  obtained and paid for and shall be in
full  force  and  effect  at the time of  Closing.  To  Seller's  Knowledge,  no
assessments for public improvements have been made against any of the Facilities
which remain unpaid,  including,  without limitation,  those for construction of
sewer and water  lines and mains,  streets,  sidewalks  and curbs.  To  Seller's
Knowledge,  there are no public  improvements which have been ordered to be made
and/or which have not hereto been completed, assessed and paid.
      3.12. No Liens Against  Personal  Property.  Except as may be disclosed in
Exhibit "J", all  fixtures  and articles of Personal  Property  included in this
sale at Closing will be owned by Seller, free and clear of any conditional bills
of sale, chattel mortgages,  security agreements,  financing  statements,  other
security  interests,  liens or encumbrances of any kind, except for any personal
property taxes (ad valorem), which are liens not yet due and payable.
      3.13.  Compliance  with  Facilities  Laws.  Except as may be  disclosed in
Exhibit "J", each of the Facilities, including without limitation, the buildings
and improvements included thereon,  shall be, at the Closing Date, in compliance
in all Material  respects  with all laws,  ordinances,  codes,  regulations  and
requirements  of the states in which each of such Facilities are located and any
political  subdivision  or agency  thereof,  and the federal  government and any
political subdivision or agency thereof,  concerning and applicable to licensing
of nursing care facilities,  together with such other laws,  ordinances,  codes,
regulations and requirements  concerning and applicable to buildings and each of
the  Facilities  generally,  as shown by the licenses  previously  issued to the
Seller,  or its predecessor,  by the states in which each of such Facilities are
located or any other state or federal  government  or political  subdivision  or
agency  thereof.  Each of the Facilities is fully licensed by the state in which
each such  Facility is located and is in good standing as a health care provider
under the Medicaid and  Medicare (if each such  Facility is Medicare  certified)
programs,  as both programs are  administered by the federal  government and the
state in which each such  Facility is located.  The Medicare  and Medicaid  cost
reports for the last two (2) fiscal years and the current portion of this fiscal
year are true and correct in all Material respects except as may be disclosed in
Exhibit "J".
      3.14.  Leased  Property.  The  Facilities  do  not  lease  any  personal
property,  equipment  or  fixtures  used in the  businesses  conducted  at the
Facilities  by  Seller,  except as shown in the  schedule  attached  hereto as
Exhibit "J".
      3.15. Status of Land;  Environmental  Standards.  Pursuant to Section 8 of
this Agreement,  Purchaser, or its agents, is entitled to inspect the Facilities
and the Land, and to obtain environmental, engineering, title and survey reports
with  respect to each of the  Facilities.  Purchaser  acknowledges  receipt  and
approval of environmental  assessment reports, title insurance commitments,  and
surveys for each of the Facilities. To Seller's Knowledge,  there are no matters
Materially  affecting  Purchaser's  proposed  ownership  and  operation  of  the
Facilities  as  currently  used by Seller  except as set forth in such  reports.
Seller has not received  notice that any of the Facilities are not in compliance
in all Material  respects with all federal,  state and local laws and ordinances
relating  to clean  air,  water,  waste  disposal,  toxic  substances  and other
environmental  regulations.  Seller  has not  received  notice  that  any of the
Facilities  are not in  compliance  in all Material  respects  with all laws and
ordinances  relating to occupational  health and safety. To Seller's  Knowledge,
during the period of Seller's  ownership of each of the  Facilities,  Seller has
not  caused  or  permitted  any of  such  Facilities  to be  used  to  generate,
manufacture, refine, transport, treat, store, handle, dispose, transfer, produce
or process Hazardous Substances (as hereinafter  defined), or other dangerous or
toxic  substances,  or solid waste,  except in  compliance  with all  applicable
federal, state, and local laws or regulations. To Seller's Knowledge, during the
period  of  Seller's  ownership  of each of the  Facilities,  there  has been no
Release (as hereafter defined) of any Hazardous Substances on or off-site of any
of the  Facilities.  As used  herein,  (a)  "Hazardous  Substances"  include any
pollutants,  dangerous substances, toxic substances, hazardous wastes, hazardous
materials,  or  hazardous  substances  as defined in or pursuant to the Resource
Conservation and Recovery Act (42 U.S.C.  Section 6901, et seq.) as amended, the
Comprehensive Environmental Response,  Compensation and Liability Act (42 U.S.C.
Section 9601, et seq.) as amended,  the Clean Water Act (33 U.S.C. Section 1251,
et seq.) as amended,  or any other federal,  state or local  environmental  law,
ordinance,  rule or regulation,  and (b) "Release"  means  releasing,  spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching,  disposing or dumping.  Except as may be  disclosed  by  environmental
audits of each of the  Facilities,  to  Seller's  Knowledge,  there has not been
incorporated  into any of the Facilities and the Facilities do not contain,  any
asbestos  products,  urea-formaldehyde,  and other known building products which
may be harmful or injurious to human health or constitute Hazardous Substances.



      3.16.  Intentionally deleted.
      3.17.  No  Management  Agreements.  Except as set forth in Exhibit  "J",
there  will be no  management  contracts  for the  Facilities  at the  time of
Closing.
      3.18.  Union Agreements and Employee  Relations.  Except as set forth on a
schedule  attached  to  Exhibit  "J",  Seller  is not a party  to any  union  or
collective bargaining  agreements,  nor to the Knowledge of Seller, is there any
pending or potential attempt to unionize any of the employees of the Facilities.
Except as  concerns  the unions  which are  parties to the  contracts  listed on
Exhibit "J" (the "Union Contracts"),  to Seller's  Knowledge,  during the period
commencing  three (3) years prior to the date hereof,  the  employees of each of
the  Facilities  have not been  the  subject  of a union  election.  Seller  has
provided Purchaser copies of any grievances received by Seller during the twelve
month period immediately preceding the date hereof.
      The payroll for the operation of each of the  Facilities  for the two week
periods  ending  nearest  to and prior to May 15,  1997,  and June 1,  1997,  is
attached hereto as Exhibit "K" and by reference made a part hereof.  To Seller's
Knowledge,  prior to the period of Seller's ownership of each of the Facilities,
there have been no strikes,  lockouts,  or other work  stoppages,  picketing  or
Material labor disputes (other than the negotiation of existing union contracts,
which shall not be deemed to be a labor dispute for purposes of this  Agreement)
in which any of the Facilities are or were involved, and, to Seller's Knowledge,
no event has transpired  which has or will have a Material adverse effect on the
relationship  between  Seller  and  its  employees  at any  of  the  Facilities,
including  the  possible  effect  of  the  transactions   contemplated  by  this
Agreement.  Exhibit "L" sets forth the name and current  annual salary and other
compensation or the rate of  compensation  payable by Seller to each employee at
each of the  Facilities  and the  profit-sharing,  bonus or other  form of extra
compensation paid or payable by Seller to or for the benefit of each such person
for its current  fiscal year.  Except as may be disclosed in Exhibit "J",  there
are no oral or written contracts,  agreements or arrangements  obligating Seller
to increase the compensation or benefits paid or payable to any of its employees
now or at any future time.
      3.19.  Real  Property  Taxes.  The real estate and  personal  property tax
assessment  on each of the  Facilities  as  reflected  on the  real  estate  and
personal  property  tax bills for each of the  Facilities  (the "Tax Bills") for
1996 and the amount of taxes paid and  unpaid in  connection  with the Tax Bills
are set forth in Exhibit "M".
      3.20.  Utilities.  The  financial  statements  included  in Exhibit  "G"
indicate the amounts paid for  utilities and repairs and  maintenance  at each
of the Facilities.
      3.21.  No  Violations  of Law.  Seller has not  received  notice  from any
governmental authority of any violation by or Materially adversely affecting any
of the  Facilities  of any federal or state law or any  municipal  ordinance  or
order or requirement of any governmental  authority having jurisdiction over any
of the Facilities; provided, however, that Seller may have received periodically
notices of deficiencies pursuant to regulatory surveys of each of the Facilities
which  are  subject  to   correction   as  provided  in  such  notices  of  such
deficiencies.  Seller will notify  Purchaser  of its receipt of any such notices
prior  to  Closing.  To  Seller's  Knowledge,  there  are no  notices,  suits or
judgments relating to any such violation,  including without  limitation,  fire,
zoning,  life  safety,  air or water  pollution  or  health,  food or drug  code
violations with respect to any of the Facilities.
      3.22. Maintenance of Business Operations,  Employees and Goodwill.  Seller
will cooperate  with Purchaser to preserve and maintain each of the  Facilities'
business  operations  intact,  use its  reasonable  efforts to keep available to
Purchaser the services of its present employees at each of the Facilities,  with
consideration  for turnover in the ordinary course of business,  and preserve to
the extent reasonably possible the goodwill of the Facilities' businesses.
      3.23. Inventories and Trade Payables. Seller currently maintains and shall
maintain as of the Closing Date inventories and supplies  reasonably  sufficient
and adequate to satisfy state licensing  requirements  for the operation of each
of the  Facilities.  All such  inventories  and supplies  shall conform to trade
standards for marketable goods, subject to such spoilage, waste and obsolescence
as is normal in each of the Facilities' ordinary course of business. At Closing,
Seller shall certify that there are no trade payables or other accounts  payable
incurred in connection  with the  Facilities  including  payables for inventory,
supplies  and other  consumer  goods in the ordinary  course of the  Facilities'
business,  except those  incurred on Seller's  behalf by  Centennial  HealthCare
Management  Corporation ("CHMC") as manager in the ordinary course of operations
of the  Facilities (a list of such  payables  shall be attached to a certificate
furnished by CHMC at Closing).  Any payables  incurred by Seller and not by CHMC
as Manager  of the  Facilities,  and any  payables  incurred  by or on behalf of
Seller which are not the ordinary  course of business shall be paid by Seller or
from funds  payable to Seller at  Closing.  All other  trade  payables  shall be
assumed and paid by Purchaser pursuant to this Agreement.
      3.24.  Organization of Seller.  Seller is a limited  partnership  formed
and in existence  under the laws of the State of Georgia and has the power and
authority  to own its  properties  and to carry on its  business  as and where
such business is now conducted.
      3.25.  Due  Authorizations;   No  Default.  The  execution,  delivery  and
performance of this Agreement by the managing  general partner of Seller and all
other agreements and instruments to be executed by Seller in connection herewith
or pursuant  hereto and the  consummation of the sale  contemplated  hereby have
been  duly  authorized  by all  requisite  corporate  action  on the part of the
managing  general  partner  of  Seller.  When this  Agreement  is  executed  and
delivered  by the  managing  general  partner of Seller on behalf of Seller,  it
shall constitute the legal, valid and binding obligation of Seller. The transfer
of  Seller's  right,  title and  interest  in and to each of the  Facilities  to
Purchaser  will not violate in any  Material  respect any  provision of Seller's
Amended and Restated  Agreement  of Limited  Partnership  or any laws  governing
Seller.  Except as may be disclosed in Exhibit "J", the  execution,  delivery or
performance  of  this  Agreement,   or  the  consummation  of  the  transactions
contemplated  hereby, or compliance with any of the terms or conditions  hereof,
will not  result in the breach in any  Material  respect by Seller of any of the
terms,  conditions or provisions of any agreements or instruments to which it is
a party, or to which it or its property is bound, or constitute a default in any
Material respect under such agreements or instruments.
      3.26.  Consents.  Except as set forth in Exhibit "J" and for the  agencies
and  departments of the states in which the Facilities are located  necessary to
issue  licenses to operate each of the  Facilities  and  authorize  Medicare and
Medicaid  reimbursements,  there are no persons  whose  consent is  necessary in
order for Seller to consummate the transactions  contemplated by this Agreement,
including, without limitation, any such persons who are:
            (a)   the parties to any  agreements  to which the Seller is
      a party or by which it is bound; and
            (b)   any federal,  state or local governmental  authorities
      or  regulatory   agencies  having  jurisdiction  over  the  Seller
      (except  to  the  extent  any  licensing   and   Medicare/Medicaid
      reimbursement approval for each of the Facilities is necessary).
      3.27.  Notice as to Material  Changes.  The Seller will promptly  advise
Purchaser in writing of the occurrence of any Material  events which come to the
Knowledge  of Seller  after  the date of this  Agreement  and  prior to  Closing
relating  to any of  those  matters  which  are the  subject  of the  covenants,
representations and warranties of the Seller contained herein.
      3.28. Accuracy of Information. No representations, warranties or covenants
by Seller, the officers or directors of its general partner,  nor any statement,
list or certificate  furnished or to be furnished to Purchaser  pursuant hereto,
or in connection with the  transactions  contemplated  hereby,  contains or will
contain any Materially untrue statement of fact or omits or will omit to state a
Material fact necessary to make the statements  contained therein not Materially
misleading in light of the circumstances under which they were made.
      3.29.  Survival  of  Representations,   Warranties  and  Covenants.  The
warranties,  representations  and  covenants  of the Seller  contained in this
Agreement  shall be true and  correct as of the Closing  Date in all  Material
respects,  and such  representations,  warranties and covenants  shall survive
the Closing and the  consummation  of the  transactions  contemplated  by this
Agreement for the period set forth in Section 13.
SECTION 4.  PURCHASER'S REPRESENTATIONS, WARRANTIES AND
              COVENANTS.

      Purchaser makes the following representations, warranties and covenants to
Seller,  each of which  shall  be  deemed  to be  Material  to the  transactions
contemplated by this Agreement.
      4.01.  Organization  of  Purchaser.  Purchaser  is a  limited  liability
company  formed and existing under the laws of the State of Georgia and is, or
will be at  Closing,  qualified  to do  business  in the  states  in which the
Facilities are located.
      4.02.  Due  Authorization  and  Authority.  The  execution,  delivery  and
performance  of this  Agreement  by  Purchaser  and  all  other  agreements  and
instruments  to be  executed by  Purchaser  in  connection  herewith or pursuant
hereto and the consummation of the purchase  contemplated  hereby have been duly
authorized by all requisite entity action.  The performance of this Agreement by
Purchaser will not conflict with or result in the Material breach of Purchaser's
Articles of Organization or Operating Agreement, as same may now or hereafter be
amended, or any contract or commitment to which Purchaser is a party or by which
it is  bound  or any  law,  statute,  ordinance,  regulation  or  decree  of any
governmental,  regulatory  or judicial  body or entity.  When this  Agreement is
executed and  delivered by the members of Purchaser on behalf of  Purchaser,  it
shall constitute the legal, valid and binding obligation of Purchaser.
      4.03.  Litigation.  To  Purchaser's  Knowledge,  there  is  no  litigation
proceeding pending, or threatened,  against Purchaser in any court or before any
arbitration or governmental agency,  domestic or foreign, which would Materially
adversely  affect  Purchaser's  ability to perform  its  obligations  under this
Agreement.
      4.04. No Default.  Neither the  execution or delivery of this  Agreement
or any  agreements  required  hereby  to be  executed  by  Purchaser  nor  the
performance of Purchaser in compliance with their terms shall:
            (a)   Materially  conflict  with or  result  in a breach  or
      constitute or result in a default under:
                  (i)   any   of   the   terms,    conditions   or
            provisions of Purchaser's Operating Agreement;
                     (ii)     any  judgment,   order,  injunction,
            statute, decree,  regulation or ruling of any court or
            governmental authority,  domestic or foreign, to which
            Purchaser is subject; and
                    (iii)     any agreement,  contract, or legally
            binding commitment to which Purchaser is a party.
            (b)   give  to  any  person   any  rights  of   termination,
      cancellation   or   acceleration,   in  or  with  respect  to  any
      agreements,  contracts,  indentures or legally binding commitments
      by which Purchaser is bound; or
            (c)   result  in the  creation  or  imposition  of  (or  the
      obligation  to create or impose) any lien,  charge or  encumbrance
      upon any of the  property or assets of  Purchaser  pursuant to the
      terms of any indenture,  mortgage, deed of trust, lease, agreement
      or other  instrument to which  Purchaser is a party or by which it
      may be bound.
      4.05.   Accuracy  of   Information.   To   Purchaser's   Knowledge,   no
representation,  warranty or covenant by Purchaser  nor any  statement,  list or
certificate  furnished  or to be  furnished  to Seller  pursuant  hereto,  or in
connection with the transactions  contemplated hereby,  contains or will contain
any  Materially  untrue  statement  of fact or  omits  or will  omit to  state a
Material fact necessary to make the statements  contained therein not Materially
misleading in the light of the circumstances under which they were made.
      4.06.  Consents.  Except for the agencies and departments of the states in
which the  Facilities  are located  necessary  to issue  licenses to operate the
Facilities  and  authorize  Medicare and Medicaid  reimbursements,  there are no
persons  whose  consent is necessary in order for  Purchaser to  consummate  the
transactions contemplated by this Agreement,  including, without limitation, any
such persons who are:
            (a)   the parties to any  agreements  to which the Purchaser
      is a party of or by which it is bound; and
            (b)   any federal,  state or local governmental  authorities
      or  regulatory  agencies  having  jurisdiction  over the Purchaser
      (except  to  the  extent  any  licensing   and   Medicare/Medicaid
      reimbursement approval for the Facilities is necessary).
      4.07.  Survival  of  Representations,   Warranties  and  Covenants.  The
warranties,  representations  and covenants of the  Purchaser  contained in this
Agreement shall be true and correct in all Material  respects as of the Closing,
and such representations, warranties and covenants shall survive the Closing and
the  consummation  of the  transactions  contemplated  by this Agreement for the
period set forth in Section 13. SECTION 5. CONVEYANCES AND TITLE.
      5.01.  Assignment  and  Bill of Sale.  At  Closing,  conveyance  of all of
Seller's  right,  title and interest in and to the Real  Property of each of the
Facilities shall be effected by Seller's delivery of special warranty deeds. The
Personal  Property  of each of the  Facilities  shall  be  conveyed  by  general
assignment and bill of sale.  Appropriate  forms of such deeds and bills of sale
shall have been prepared by Seller's  counsel in conformity  with this Agreement
and  submitted to Purchaser for its  approval,  which shall not be  unreasonably
withheld. Good, marketable and insurable title to the Real Property and good and
marketable  title to the  Personal  Property  shall be  conveyed  from Seller to
Purchaser free and clear of all liens,  claims,  charges and encumbrances of any
kind, subject only to taxes for the current year, and those other liens, claims,
charges, encumbrances or objections, if any, approved in writing by Purchaser at
or  prior to  Closing  (such  other  liens,  claims,  charges,  encumbrances  or
objections are hereinafter referred to as "Permitted Title Exceptions").
      5.02.  Title  Defects.  If  examination  of title of any of the Facilities
reveals any legal  defect to title other than the  Permitted  Title  Exceptions,
Purchaser  shall furnish  Seller with a written  statement  thereof on or before
Closing and Seller  shall have the option to correct any legal  defects,  as set
forth in Section 8.04.
      5.03.  Non-Waiver of Title Objections.  Notwithstanding  anything stated
to the  contrary in this  Agreement,  nothing  herein  shall be deemed to be a
waiver  by  Purchaser  of  any  title  objections  which  appear  at or  after
Purchaser's  title  examination,  and Purchaser  shall have the right to raise
any such  objections  and  require  that  Seller  cure the same for any of the
Facilities  prior to Closing  as a  condition  of  Purchaser's  obligation  to
proceed with the Closing.
SECTION 6.  CLOSING.
      6.01.  Place,  Time and  Date of  Closing.  The  payments  and  deliveries
contemplated  by  this  Agreement  (other  than  the  post-closing  payments  or
deliveries  contemplated  by this  Agreement)  shall be made at the  offices  of
Nelson Mullins Riley & Scarborough, First Union Plaza, Suite 1400, 999 Peachtree
Street,  N.E., Atlanta,  Georgia 30309 at 10:00 a.m., local time, on the earlier
of June 30,  1997,  or the date on which the escrow  conditions,  are  satisfied
under the Escrow  Agreement,  if required  pursuant to Section  6.04, or at such
other  place,  time and date as Purchaser  and Seller  shall agree.  The date on
which the last of such payments and deliveries occurs is the "Closing Date", and
such payments and deliveries  constitute the "Closing." The Closing shall not be
deemed to have occurred unless and until all of the conditions set forth in this
Agreement  have  been  satisfied  (or  appropriately  waived);  and none of such
actions  shall be deemed to have been  taken  unless  and until all of them have
been  taken  (or the  requirement  that  they be  taken  appropriately  waived);
provided, however, that if all such actions are taken (or appropriately waived),
then the Closing  shall be effective on the Closing  Date.  Failure to close the
transactions  contemplated  by this Agreement on the date specified in the first
sentence of this Section 6.01 shall not in and of itself constitute a reason for
a party to terminate this Agreement,  termination being governed by Section 9 of
this Agreement, and so long as this Agreement is not so terminated,  the parties
shall  continue  in good  faith to  undertake  to  consummate  the  transactions
contemplated in this Agreement as soon as practicable.
      6.02.  Conveyance  of  Property  Free and Clear of Liens.  At the  Closing
hereunder, all of Seller's right, title and interest in and to the Real Property
and Personal Property and the Facilities shall be conveyed free and clear of all
liens, encumbrances,  restrictions,  assessments (including, without limitation,
any assessments payable in installments, all of which installments have not been
paid), encroachments, and easements, except those set out in the Permitted Title
Exceptions and to which Purchaser has consented.  Subject to the Permitted Title
Exceptions,  Seller  shall  have  satisfied  and  canceled  of  record  all such
aforesaid  assessments,  liens and other encumbrances against said Real Property
and Personal Property,  including, without limitation, any mortgage,  indenture,
security  agreement,  or deed to secure debt  outstanding on any portion of such
Real Property and Personal Property.


<PAGE>



      6.03.  Deliveries  by  Seller.  Seller  hereby  agrees  to,  and  shall,
deliver  or  cause  to be  delivered  to  the  Purchaser  at the  Closing  the
following,   each  of  which  shall  be  in  form  and  substance   reasonably
satisfactory to the Purchaser:

            (a)   Possession.  Possession  and  occupancy of each of the
      Facilities subject only to any Permitted Title Exceptions;
            (b)  Deeds.  Special  Warranty  Deeds  for  each  of the  Facilities
      conveying  title to the Real  Property to  Purchaser,  duly  witnessed and
      attested for recording in the states in which the  Facilities are located,
      free and clear of all liens,  restrictions and encumbrances other than the
      Permitted Title Exceptions;
            (c) Title Binder;  Survey.  A title insurance policy for each of the
      Facilities (or marked title policy commitment) issued by a reputable title
      insurance  company in an amount not less than the portion of the  Purchase
      Price  allocated to the Real Property with the costs of such  insurance to
      be borne 50% each by  Seller  and  Purchaser,  and a survey of the Land on
      which each of the  Facilities is located with the costs of such surveys to
      be borne 50% each by Purchaser and Seller;


<PAGE>



            (d)   Environmental     Reports;     Engineering    Reports.
      Environmental  reports for each of the  Facilities  with the costs
      of such  reports  to be borne  fully by  Seller,  and  engineering
      reports for each of the Facilities  with the costs of such reports
      to be borne fully by Seller.

            (e)   Assignment  of Patient  Contracts.  An  assignment  of
      all  patient  contracts,  the  originals  of such  contracts,  all
      advance  payments  held by Seller,  and all  patient  property  or
      patients'  funds held by Seller and  complete  accounting  of same
      for each of the Facilities;
            (f)   Assignment   of    Warranties,    Guarantees    and
      Indemnities.  For each of the  Facilities,  an  assignment  of any
      unexpired  warranties,  guarantees and  indemnities  now in effect
      with  respect  to  any  part  of the  Real  Property  or  Personal
      Property and/or any of the mechanical systems in same;
            (g)   Assignment  of  Service  Contracts.  For  each  of the
      Facilities,  an assignment of all service contracts not terminated
      prior to Closing;
            (h) Bill of Sale.  For each of the  Facilities,  a Limited  Warranty
      Bill of Sale for all of Seller's  right,  title and interest in and to the
      Personal  Property  and  fixtures  located  in  each  of  the  Facilities,
      including those items described in Exhibits "C-1" and "C-2";
            (i)   Other    Instruments.    Such   other    endorsements,
      assignments  and  instruments of transfer and conveyance as may be
      necessary to vest in the Purchaser  good and  marketable  title to
      the assets and  businesses  to be sold  hereunder  and as shall be
      reasonably requested by Purchaser;


<PAGE>



            (j)   Paid Tax Bill. A copy of the most  recently  paid real
      estate tax bills for each of the Facilities;

            (k) Certificates  Regarding  Mechanics' Liens and Other Matters. For
      each of the  Facilities,  certificates or affidavits of Seller in form and
      substance  reasonably  satisfactory  to Purchaser  regarding the status of
      mechanic's liens,  Seller's right to possession of each of the Facilities,
      the  authority  and  power of the  Seller  to  complete  the  transactions
      provided  for herein,  and the accuracy of Seller's  representations,  and
      warranties and covenants contained herein;
            (l)   Certificate  Regarding  Absence of  Changes.  For each
      of the Facilities,  certificate or affidavit of Seller in form and
      substance  reasonably  satisfactory  to Purchaser  that there have
      been no Material  changes made to any of the Facilities  since the
      date of this Agreement;
            (m)   Patient List.  For each of the  Facilities,  a patient
      list,  certified  as true and accurate by Seller as of the date of
      Closing,  setting  forth  the  same  information  as set  forth on
      Exhibit "F-1" and "F-2";
            (n)   Title  Insurance  Company  Documents.  For each of the
      Facilities,  such  documents and  instruments as may be reasonably
      required  by  Purchaser  or its  title  insurer  to carry  out the
      intent of the parties to this Agreement;
            (o)   Admission  Agreements:  Employee  Benefits.  For  each
      of the Facilities,  the lists and payments required by Sections 14
      and 15 hereof;
            (p)   Patient  Records.  For  each  of the  Facilities,  the
      patient records and property described in Section 16 hereof;
            (q)   Repair  Records.  For  each  of  the  Facilities,  all
      painting, repair and maintenance records available to Seller;
            (r)   Plans   and   Specifications.    For   each   of   the
      Facilities,  the plans and  specifications  pursuant to which each
      of the  Facilities  was  constructed,  if same  are  available  to
      Seller;
            (s)   As-Built   Surveys.   The  most   current   "as-built"
      surveys of the Facilities, if available;
            (t)   Trade Name  Assignments.  An  assignment  of the trade
      names used by each of the Facilities; and
            (u)   Compliance  at  Closing  with  Facilities   Laws.  The
      representation  made by Seller in  Section  3.13  hereof  shall be
      true and correct in all  Material  respects as of the Closing Date
      for each of the Facilities.
      Purchaser may waive delivery of any one or all of the foregoing.
      6.04.  Escrow Closing for  Regulatory  Delay and Other  Conditions.  If,
prior to the Closing Date,  Purchaser has not received all approvals required by
any federal,  state or local regulatory  agency or authority with respect to the
transactions  contemplated by this Agreement,  or if other conditions of Closing
have not been  satisfied  or waived in writing on or before such  Closing  Date,
Purchaser  and Seller shall have the option to close the purchase in escrow with
a  mutually  acceptable  escrow  agent  and  pursuant  to  an  escrow  agreement
reasonably acceptable to Purchaser and Seller.
      6.05.  Prorations.  For  each of the  Facilities,  the  following  items
shall be  adjusted on a pro rata basis  between  Seller and  Purchaser  at the
time of the  Closing or after the  Closing  as agreed  upon by  Purchaser  and
Seller:
            (a)   Real estate and  personal  property  ad valorem  taxes
      for the 12 month period  succeeding  the  applicable  tax bill due
      date;
            (b)  Charges  for  electricity,  gas,  water  and  sewer  and  other
      utilities  to be based on  projections  from most  recent  invoices  or on
      recent meter readings;
            (c) All  prepayments  made  under the  service  contracts  and other
      agreements  accepted by Purchaser pursuant to the foregoing  provisions of
      this Agreement;
            (d)   Prepaid  patient  charges  referenced  in  Section  16
      hereof; and
            (e)   Employee payroll in accordance with Section 15 hereof.
      6.06.  Security  Deposits,  Patient Property and Patient Funds. For each
of the Facilities,  all security  deposits,  patient  property and patient funds
held by Seller shall be turned over to the  Purchaser  at the Closing,  together
with  evidence  reasonably   satisfactory  in  form  to  Purchaser  of  Seller's
compliance  with  all  applicable  laws  with  respect  to  the  collection  and
maintenance  of such  security  deposits,  property and funds;  Purchaser  shall
execute a receipt therefor. Seller shall deliver to Purchaser a list of all such
security  deposits and patient property and make available the ledger of patient
funds as provided in Section 3.02 hereof.  Seller  agrees to assist in any audit
of such  deposits,  property  and funds.  Seller and  Purchaser  hereby agree to
reimburse  and indemnify and hold free and harmless the other party from any and
all  liability in  connection  with any loss of deposits,  patient  property and
patient funds  incurred by the other party's  failure to comply with  applicable
laws or properly to handle and account for same.
      6.07. Conditions Precedent to Obligations of Purchaser. All of Purchaser's
obligations  to make the deliveries  and payments  contemplated  by Section 6 of
this Agreement are subject to the fulfillment prior to or at the Closing of each
of the  following  conditions,  any one or more of which  Purchaser may waive in
whole or in part  (and at or prior to the  Closing,  Purchaser  may  request  an
affidavit or a certificate of the president of the general  partner of Seller or
such other evidence as Purchaser  reasonably requests concerning the fulfillment
of the following conditions):
            (a)  Accuracy of  Representations,  Warranties  and  Covenants.  The
      representations and warranties of Seller contained in this Agreement shall
      be true and correct in all Material  respects as of the date when made and
      Seller shall have  performed and complied  with all Material  obligations,
      covenants and  agreements  with which Seller is required by this Agreement
      to perform or comply on or before the Closing.
            (b)  Deliveries.  The delivery to Purchaser of those items listed in
      this  Section  6.03 in  form  and  substance  reasonably  satisfactory  to
      Purchaser.
            (c) Governmental  Consents Obtained or Requirements  Satisfied.  All
      authorizations, consents and approvals of any governmental or public unit,
      agency,  body,  authority  or  governmental  or public  official or entity
      necessary for the valid  consummation of the transactions  contemplated by
      (and compliance with or performance  under) this Agreement shall have been
      obtained,  and shall be in full force and effect,  including  any required
      consents;  provided,  however,  that  Purchaser  and Seller agree to apply
      promptly for any licenses  which have not been  obtained as of the date of
      this  Agreement.  Without  limiting the  foregoing,  the Purchaser and the
      Seller shall have filed, or will file,  with the  appropriate  agencies of
      the states in which the Facilities are located or subdivisions thereof, as
      applicable, for all approvals necessary to permit the transfer of Seller's
      right,  title  and  interest  in and to  each  of the  Facilities  and the
      continued  operation of each of the  Facilities as a nursing care facility
      under  the  applicable  laws of the  states in which  the  Facilities  are
      located.  Purchaser shall send Seller copies of all correspondence related
      to such  applications  and  notices  and  Purchaser  shall use  reasonable
      dispatch  and make all  reasonable  efforts in  support  of  gaining  such
      approvals. Seller shall have responsibility for providing to Purchaser any
      information  reasonably  required by Purchaser and to otherwise  cooperate
      with Purchaser, as reasonably requested, to gain such approvals.
            (d)  No  Challenge  to  Transaction.  No  injunction  (temporary  or
      permanent)  shall have been issued against  Seller or Purchaser  enjoining
      the consummation of the transactions  contemplated by this Agreement,  and
      no action, proceeding, investigation, regulation or legislation shall have
      been  instituted,  threatened  or proposed by any  governmental  or public
      unit, agency,  body,  authority or other governmental or public officer or
      entity  before any court,  governmental  or public unit,  agency,  body or
      authority  or  legislative  body that has not been  withdrawn,  dismissed,
      rescinded,  dissolved  or  otherwise  eliminated  on or before the Closing
      Date, to enjoin, restrain,  delay, prohibit or obtain Material damages (i)
      with respect to, or which is related to, or arises out of, this  Agreement
      or the consummation of the transactions  contemplated by this Agreement or
      (ii) which,  in the  reasonable  judgment of the  Purchaser,  would have a
      Materially  adverse effect on the business or financial  condition of each
      of the Facilities.
            (e) Consents and Releases Received. Except as provided in Subsection
      (c) above, all consents reasonably  necessary to complete this transaction
      shall  have been  obtained  by Seller and Seller  shall  provide  evidence
      thereof in form and substance reasonably satisfactory to Purchaser. Except
      for  Permitted  Title  Exceptions,  all  liens  on the Real  Property  and
      Personal  Property shall have been released in full and Form UCC-3's shall
      have been filed or delivered for filing as  appropriate.  Purchaser  shall
      have received  consents or  agreements  from all parties other than Seller
      that all Material  contractual  arrangements  with Seller  shall  continue
      unaltered in all Material respects;  provided, however, that such consents
      shall be required only if the failure to obtain such consent would, in the
      reasonable determination of the Purchaser,  have a Material adverse effect
      on the  business,  financial  condition or results of operations of any of
      the Facilities;  provided, further, however, that none of such consents or
      other assurances shall be given on terms that Materially  adversely affect
      the rights of the Seller thereunder.
            (f) Title Binder.  The Purchaser shall have obtained with respect to
      the Real Property  (including,  but not limited to, the Land) a commitment
      for an owner's title insurance  policy issued in the name of the Purchaser
      and its  permitted  successors  and  assigns by such title  insurer as the
      Purchaser  shall  reasonably  select (i)  insuring  the title to such real
      properties  (in a total  aggregate  amount  equal  to the  Purchase  Price
      allocated to the Real  Property) at regular rates  (including  examination
      costs) as good,  valid and marketable,  title free and clear of all liens,
      encumbrances   and   exceptions   other  than   those  that  (A)   involve
      imperfections  of  title  that do not,  individually  or in the  aggregate
      Materially impair the marketability of the affected property,  (B) involve
      easements,  covenants,  restrictions  or other  encumbrances  that do not,
      individually  or in the  aggregate,  Materially  detract from the value of
      such property,  in its current use by the Purchaser or interfere with such
      use of such  property,  or (C) the  Permitted  Title  Exceptions  and (ii)
      containing no survey  exceptions or exclusions from coverage that indicate
      that the Purchaser  will not be able to operate the  Facilities  after the
      Closing in the manner that it is currently being operated.
            (g) Casualty Losses. On or prior to the time of Closing, each of the
      Facilities shall not have sustained any loss,  whether or not insured,  by
      reason  of  physical  damage  to the  Facilities  caused  by fire,  flood,
      accident,  explosions or other calamity which would  Materially  adversely
      affect the carrying on of its business in the normal and regular course.
            (h)   Union  Contract.   Any  union  contract  entered  into
      regarding  the  Facilities  prior to the Closing  Date shall be in
      form and substance reasonably satisfactory to Purchaser.
            (i)  Insurance.  Polices  of  insurance  relating  to  each  of  the
      Facilities,  in form and substance  reasonably  satisfactory to Purchaser,
      shall have been obtained by Purchaser.  (Purchaser  agrees to use its best
      efforts to obtain appropriate insurance prior to the Closing Date.)
            (j)   Financing.  Purchaser  shall have  received  financing
      from National Health Investors, Inc. ("National Health"),  subject
      to terms reasonably satisfactory to Purchaser.
            (k)   No Material  Adverse  Change.  During the period prior
                  ----------------------------
      to the  Closing  Date,  no  information  shall  have  come  to the
      attention of Purchaser  reasonably  indicating or suggesting  that
      the financial  information  regarding  each of the  Facilities and
      Seller  is  incorrect  or  incomplete  in  any  Material  respect.
      Without  limiting  the  foregoing,   any   investigation   of,  or
      information  obtained  with  respect  to,  Seller  or  any  of the
      Facilities  by  Purchaser,  or  any  exhibit  or  schedule  or any
      supplement hereto or any other document  delivered to Purchaser in
      connection with this Agreement,  shall not have revealed any facts
      or circumstances  which, in the reasonable  judgment of Purchaser,
      reflect in a Materially  adverse way on the  financial  condition,
      assets, liabilities (absolute,  accrued or contingent),  reserves,
      business or operations of any of the Facilities.
      6.08.  Cost of  Recording.  Seller shall pay the cost of  recording  any
             ------------------
deed and any documentary stamps, transfer tax, or other similar tax.
      6.09.  Deliveries by Purchaser.  Purchaser  hereby agrees to, and shall,
deliver and pay or to cause to be  delivered  and paid to Seller the  following,
each of which shall be in form or substance reasonably satisfactory to Seller:
            (a)   Purchase  Price.  The  Purchase  Price as set forth in
      Section 2.01 hereof.
            (b)   Other Documents.  Such other  documents,  certificates
      and opinions as the Seller may  reasonably  and timely  request in
      order to document more effectively the  transactions  contemplated
      by this  Agreement or to evidence the compliance by Purchaser with
      any condition of this Agreement.
      6.10.  Conditions  Precedent  to  Obligations  of  Seller.  All  of  the
obligations of Seller to make the deliveries  contemplated by this Section 6 are
subject to the  fulfillment  prior to or at the Closing of each of the following
conditions,  any one or more of which  Seller may waive in whole or in part (and
at or prior to the Closing,  Seller may request an affidavit or a certificate of
Purchaser  or such other  evidence  as it  reasonably  requests  concerning  the
fulfillment of the following conditions):
            (a)  Accuracy of  Representations,  Warranties  and  Covenants.  The
      representations  and  warranties of Purchaser in this  Agreement  shall be
      true and  correct in all  Material  respects  as of the date when made and
      Purchaser shall have performed or complied with all Material  obligations,
      covenants  and  agreements  with  which  Purchaser  is  required  by  this
      Agreement to perform or comply on or before the Closing.
            (b) Consents Obtained or Requirements Satisfied. All authorizations,
      consents and approvals of any third party,  including  without  limitation
      any  governmental  or  public  unit,  agency,  body,  authority  or  other
      governmental  or  public  official  or  entity  necessary  for  the  valid
      consummation of the  transactions  contemplated by (and compliance with or
      performance  under) this Agreement shall have been obtained,  and shall be
      in full force and effect;  provided,  however,  that  Purchaser and Seller
      agree to apply  promptly for any licenses  which have not been obtained as
      of the date of this Agreement. Purchaser and Seller shall have filed or be
      in  the  process  of  filing  documents   necessary  to  obtain  from  the
      appropriate  agencies of the states in which the Facilities are located or
      subdivisions  thereof, as applicable,  all approvals necessary to permit a
      transfer  of the  Facilities  under the  applicable  laws of the states in
      which the Facilities are located.
            (c)   Purchase  Price.  Purchaser  shall have  delivered  to
      Seller the Purchase Price in the manner  described in Section 6.09
      hereof.
            (d)  Deliveries.  The Purchaser shall have delivered to Seller those
      other  items  listed  in  Section  6.09  hereof,  in  form  and  substance
      reasonably satisfactory to Seller.
            (e) Financing. Purchaser shall have received financing from National
      Health,  subject to terms  reasonably  satisfactory  to both Purchaser and
      Seller.
            (f)  No  Challenge  to  Transaction.  No  injunction  (temporary  or
      permanent)  shall have been issued against  Seller or Purchaser  enjoining
      the consummation of the transactions  contemplated by this Agreement,  and
      no action, proceeding, investigation, regulation or legislation shall have
      been  instituted,  threatened  or proposed by any  governmental  or public
      unit, agency,  body,  authority or other governmental or public officer or
      entity  before any court,  governmental  or public unit,  agency,  body or
      authority  or  legislative  body that has not been  withdrawn,  dismissed,
      rescinded,  dissolved  or  otherwise  eliminated  on or before the Closing
      Date, to enjoin, restrain, delay, prohibit or obtain Material damages with
      respect to,  which is related to, or arises out of, this  Agreement or the
      consummation of the transactions contemplated by this Agreement.
            (g) No  Material  Adverse  Change.  During the  period  prior to the
      Closing  Date, no  information  shall have come to the attention of Seller
      indicating  or  suggesting  that the  ownership  or the  operation  of the
      Facilities,  in the  reasonable  judgment  of Seller,  would be illegal or
      would  make  the  Facilities,   in  the  reasonable  judgment  of  Seller,
      ineligible for Medicare or Medicaid reimbursement if owned by Purchaser.
SECTION 7.  CONDEMNATION, RISK OF LOSS.
      7.01. Condemnation.  In the event of the imminent threat or institution of
any proceedings,  judicial,  administrative or otherwise,  which shall relate to
the  proposed  taking of any  substantial  portion of any of the  Facilities  by
eminent  domain prior to Closing,  Purchaser  shall have the right and option to
terminate  this  Agreement  at any time  prior to  Closing  by giving the Seller
written notice to such effect. Seller hereby agrees to furnish Purchaser written
notification  with  respect to such events of taking  within three (3) days from
Seller's receipt of any notification of such events.  If Purchaser should decide
to terminate  this  Agreement  as provided  above,  the parties  hereto shall be
released from their respective  obligations and liabilities  hereunder.  As used
herein,  a  "substantial  portion"  of a  facilities  shall be deemed to include
without  limitation  (i) five (5%)  percent  or greater of the number of patient
rooms or licensed  beds at the  facilities,  (ii) a taking which would close any
one  entrance or exit of the  facilities,  or (iii) a taking which would cause a
loss of future gross revenues in an amount greater than ten (10%) percent of the
Facility's  most recent annual gross  revenues or which would cause a closing of
the operations of the facilities.
      In the event Purchaser does not elect to terminate this Agreement  because
of such taking, at the Closing hereof,  Seller shall assign to Purchaser all its
right, title and interest in and to any proceeds arising out of such taking.
      7.02.  Risk  of  Loss.  Risk  of  loss  with  respect  to  each  of  the
Facilities  is assumed by Seller until  Closing.  In the event that a Facility
is  substantially  damaged  by fire or other  casualty  prior to the  Closing,
Purchaser, at its option, may:
            (a) Elect to terminate  this Agreement upon giving written notice of
      such termination to Seller, whereupon the parties hereto shall be released
      from their respective obligations hereunder, or
            (b) Elect to close the sale,  whereupon  Purchaser shall be entitled
      to and shall receive an assignment of the proceeds of any insurance due to
      Seller with respect to such fire or other  casualty.  Aggregate  damage of
      $100,000 or more shall be deemed substantial for a
Facility, without excluding other damage that may be substantial.
      In the event that the Closing  occurs,  unless the damages are  repaired
in full by Seller  prior to Closing,  Purchaser  shall be entitled to receive an
assignment  of the  proceeds  of any  insurance  due to Seller  (but only to the
extent of proceeds  in excess of the  amounts  expended by Seller on any repairs
related to damage for which such  proceeds  are due to Seller)  with  respect to
fire or other casualty losses  occurring  between the date of this Agreement and
the  Closing  Date,  notwithstanding  the fact that such  losses  are not deemed
substantial. SECTION 8. INSPECTION.
      8.01. Right to Inspect. The Purchaser, or its agents, has had the right to
inspect the physical condition,  environmental condition,  structural competency
and good working order of each of the Facilities (including, without limitation,
the heating, air conditioning,  sewer, plumbing,  antenna and electrical systems
contained  therein) prior to Closing.  At Closing Purchaser agrees to accept the
Facilities  in their "as is"  condition,  subject  however,  to the  Purchaser's
rights with  respect to the deferred  maintenance  items as set forth in Section
3.08.
      8.02.  Environmental  Audits;  Surveys.  Commencing  upon the date of this
Agreement and extending through Closing  hereunder,  Purchaser has had the right
to enter the Facilities personally or through agents,  employees and contractors
for the  purpose  of making  boundary  line and  topographical  surveys of same,
making  soil  tests  thereof  and  in  general   making   tests,   analyses  and
investigations of the Facilities.
      8.03.  Inspection  of Records.  Prior to Closing,  all leases,  books or
records of Seller  pertaining  to each of the  Facilities  may be inspected by
Purchaser  at the  Facilities,  and  Purchaser  shall be supplied  with copies
thereof by Seller upon request.
      8.04.  Seller's Options.  Pursuant to Purchaser's right to inspect each of
the Facilities as provided in Section 8.01, hereof,  Purchaser shall endeavor to
furnish  Seller with a written list of all defects in  environmental  condition,
physical condition,  structural competency or good working order which Purchaser
discovers  prior to the  Closing  Date with  respect to each of the  Facilities;
provided, however, such defects shall not include the deferred maintenance items
as set forth in Section 3.08. Prior to Closing, Seller shall notify Purchaser in
writing  with respect to each of the  Facilities  that (i) Seller shall and does
thereby  agree to correct or cause to be corrected all such defects prior to the
Closing, (ii) instead of correcting or causing to be corrected all such defects,
Seller shall and does thereby agree to credit  Purchaser at Closing with respect
to the  affected  Facility by a  specified  amount,  itemizing  how much of that
amount is  applicable  to each  defect,  or (iii)  Seller shall and does thereby
agree to correct or cause to be corrected only certain  specified  defects prior
to Closing,  or shall  credit  Purchaser  at Closing by a specified  amount with
respect to only certain itemized  defects,  or both.  Seller's failure timely to
give Purchaser such written notice by the Closing Date shall be deemed to be and
shall constitute  Seller's notice as provided in (ii) above. In the event Seller
notifies  Purchaser  that Seller shall not correct or cause to be corrected such
defects prior to the Closing under the provisions  above,  Purchaser may, at its
option, after receiving such notice, terminate this Agreement and be entitled to
have any  earnest  money or  other  deposits,  if any,  returned  to  Purchaser,
whereupon this  Agreement  shall be of no further force or effect and neither of
the parties hereto shall have any liability or obligations each to the other. If
Seller  agrees to cure  such  defects  prior to  Closing  or if  Seller  informs
Purchaser  that Seller shall not correct or cause to be  corrected  such defects
prior to Closing under the provisions of (ii) or (iii) above, and Purchaser does
not terminate this  Agreement  prior to Closing,  then prior to Closing,  Seller
must  correct  or cause to be  corrected  such  defects or credit  Purchaser  at
Closing,  or both,  and  Purchaser's  notification  with respect to such list of
defects shall become part of this  Agreement  without any further  action by the
parties  hereto.  Seller's  obligations  hereunder  to  correct  or  cause to be
corrected  any  defects  shall  survive  the  Closing as  provided in Section 13
hereof.
      8.05. Terms and Conditions of  Inspections.  Any  inspections  conducted
pursuant  to this  Section 8  shall be at any time  subject  to the  following
terms and conditions:
            (a)   Seller shall have received  reasonable  advance notice
      thereof;
            (b)   No such  inspection  shall  interfere  with the normal
      day-to-day operation of each of the Facilities; and
            (c) No due  diligence  objection  to  Closing  shall  be  raised  by
      Purchaser  after the Closing Date (unless  otherwise  agreed in the Escrow
      Agreement).
SECTION 9.  TERMINATION.
      9.01.  Circumstances  of  Termination.  This Agreement may be terminated
with respect to the Facilities in the following circumstances:
            (a) The  conditions  to the Agreement in Section 5 and Section 8 are
      not satisfied or the  termination  circumstances  as set forth in Sections
      7.01, 7.02 and 13 occur.
            (b) The Closing begins or would otherwise occur and Purchaser is not
      obligated to close  pursuant to Section 6.07 or Seller is not obligated to
      close pursuant to Section 6.10.
            (c) Seller  determines,  in its sole  discretion,  to  exercise  its
      termination  option and pays to Purchaser,  the  reasonable  amount of its
      actual costs incurred in the  transaction to the date of the  termination,
      plus $6,000, which sums shall be paid to Purchaser as a termination fee in
      lieu of damages  or any other sums and as  Purchaser's  sole  remedy  with
      respect to such termination; provided, however, such sums shall not exceed
      $10,000 for each of the Facilities.  9.02. Effect of Termination.  If this
      Agreement is terminated pursuant
to Section 9.01, this Agreement shall be deemed thenceforth null and void and no
party hereto shall have any  obligation or liability by reason of this Agreement
except as specifically provided herein.
      9.03.  Damages  Upon  Termination.  If  Purchaser  fails to  tender  the
Purchase  Price to Seller  at the  Closing  or fails to  perform  as  required
herein or Seller  fails to perform as required  herein,  then either party may
exercise  any  rights or  remedies  available  to it under  law or at  equity,
including,  without  limitation,  specific  performance  and  such  rights  or
remedies may be exercised  by either  party  concurrently  or in such order as
such party may elect.
SECTION 10.  BROKER'S COMMISSION.
      Each of  Purchaser  and  Seller  respectfully  warrants  that there are no
brokers, finders or other consultants acting on behalf of, or at the request of,
Purchaser  or  Seller  in this  transaction.  Seller  shall  indemnify  and hold
Purchaser  harmless  from and against the claims of all persons or entities  who
claim  commissions  through Seller for real estate brokerage fees or commissions
or any other fees arising out of the sale and purchase of all of Seller's right,
title and  interest in or to the  Facilities  or the  transactions  contemplated
hereby.  Purchaser shall indemnify and hold Seller harmless from and against the
claims of all persons or entities who claim  commissions  through  Purchaser for
real estate  brokerage  fees or commissions or any other fees arising out of the
purchase  or sale of all of  Seller's  right,  title and  interest  in or to the
Facilities or the transactions  contemplated hereby.  SECTION 11. ASSIGNMENT AND
APPROVAL.
      Seller and Purchaser  shall not assign their rights  hereunder or any part
thereof to any person,  firm,  limited  partnership or corporation,  including a
corporation to be formed hereafter,  or other entity,  without the prior written
consent of the other party. SECTION 12. NOTICES.
      All  notices,  demands or requests  provided  for or permitted to be given
pursuant  to  this  Agreement  must be in  writing.  If not  otherwise  provided
hereunder,  all notices,  demands or requests to be sent to any party hereto, or
any assignee or any party, shall be deemed to have been properly given or served
by  delivering  same  personally  to each party or by sending  same by  telecopy
(receipt  confirmed)  or  overnight  delivery  addressed  to such  party  at the
following addresses or telecopy number:
      To Seller:              Consolidated Resources Health Care Fund IV
                              Attn: Alan C. Dahl
                          400 Perimeter Center Terrace
                              Suite 650
                             Atlanta, Georgia 30346
                         Telecopy Number: (770) 395-9776

      With a copy to:         Nelson Mullins Riley & Scarborough
                              999 Peachtree Street, N.E.
                              First Union Plaza
                              Suite 1400
                              Atlanta, Georgia  30309
                              Attention:  Paul A. Quiros
                              Telecopy Number:  (404) 817-6050

      To Purchaser:           Midwest Nursing Home Investors, L.L.C.
                              Roland A. Belanger, Esq.
                              Suite 1100 West
                              5001 Spring Valley Road
                              Dallas, Texas  75244
                              Telecopy Number:  (972) 419-4098

SECTION 13.  MISCELLANEOUS.
      This  Agreement  shall bind and inure to the benefit of the parties hereto
and their respective heirs,  executors,  administrators,  legal representatives,
and permitted  successors  and assigns.  Subject to the terms and  conditions of
Section 22 of this Agreement,  all warranties and  representations and all terms
and  conditions  of this  Agreement  not  performed at Closing shall survive the
Closing  for a period of six (6) months  hereunder  and shall not be merged into
the  Deeds  from  Seller  to  Purchaser  or any other  instruments  executed  or
delivered  at Closing.  If all or any portion of any of the  provisions  of this
Agreement  shall  be  declared  invalid  by laws  applicable  thereto,  then the
performance of such offending  provision shall be excused by the parties hereto;
provided, however, that, if the performance of such excused provision Materially
affects any aspect of this  transaction,  then the party for whose  benefit such
excused  provision  was  inserted  in  this  Agreement  shall  have  the  right,
exercisable  by written  notice  given to the other  party  within ten (10) days
after such  provision  is so declared  invalid,  to  terminate  this  Agreement;
whereupon this  Agreement  shall be null and void. The titles or captions of the
provisions of this Agreement are merely descriptive and are not  representations
of matters included in or excluded from such provisions.  This Agreement and the
agreements  contemplated herein constitute the sole and entire agreement between
the parties hereto, and no modification hereof shall be binding unless set forth
in writing,  signed by all parties and attached hereto.  To the extent possible,
this Agreement shall be construed under and governed by the laws of the State of
Georgia.  Where the context so requires or permits, the use of the singular form
includes the plural,  and the use of the plural form includes the singular,  and
the use of any gender  includes any and all genders.  SECTION 14.  ASSUMPTION OF
SELLER'S OBLIGATIONS TO THIRD PARTIES.
      Purchaser shall assume the obligations of Seller to provide future care at
each of the  Facilities  after the  Closing to all  current  patients  under any
admission agreements or other contracts relating to patients. Any prepayments by
patients for services to be rendered  shall be prorated as of the Closing  Date.
In addition  Purchaser  shall assume the obligation to pay all accounts  payable
incurred in the ordinary course of the Facilities' business  operations,  to the
extent such accounts  payable have been incurred by CHMC on Seller's  behalf and
to the extent disclosed to Purchaser in writing and attached (or to be attached)
hereto  as  Schedule  14,  subject,  however,  to the  limitations  set forth in
Sections  3.23  (describing  Seller's duty to pay certain  items,  if any, on or
before Closing). SECTION 15. SELLER'S OBLIGATION WITH RESPECT TO EMPLOYEES.
      For each of the  Facilities,  Seller  shall  prepare  and file all returns
required  for state and  federal  taxes  which are due on or before the  Closing
Date, including but not limited to unemployment, social security and withholding
taxes.  Seller  shall pay to  Purchaser  (by means of a credit to  Purchaser  of
amounts  owed to Seller) the amount for all current  wages  payable to employees
through  the  Closing  Date and taxes with  respect  thereto,  and shall pay all
amounts necessary to discharge any and all accrued and/or earned fringe benefits
including, without limitation,  vacation, pay or sick leave, retirement benefits
and  disability  benefits to which  employees  may be entitled as of the Closing
Date.  At Closing,  Seller shall deliver to Purchaser a list of any and all such
amounts due employees certified by a responsible officer of Seller. SECTION 16.
PATIENT RECORDS AND PATIENT FUNDS.
      At Closing,  Seller shall  deliver to Purchaser  all patient  records with
respect to the business  conducted in  connection  with each of the  Facilities,
which records  Purchaser shall maintain and make reasonably  available to Seller
for three (3) years after the Closing Date,  and Seller shall provide  Purchaser
with an updated  accounting of all patient funds and other  property of patients
held by Seller as set forth on  Exhibit  "F" and shall  deliver  such  funds and
other property to Purchaser at Closing. SECTION 17. LIABILITIES.
      Except as specifically provided in this Agreement,  Purchaser shall assume
no liabilities of any kind or nature of Seller or any liabilities of any kind or
nature  arising  out of the  business  conducted  with  respect  to  each of the
Facilities prior to the Closing Date.
      Seller  shall be  responsible  for  satisfying  the  creditors  and  trade
suppliers  of each of the  Facilities  in  accordance  with Section 3.23 hereof.
Seller shall indemnify and hold Purchaser  harmless from and against any and all
cost,  loss,  damage or liability  which  Purchaser may incur as a result of any
"employment loss" as used in the Worker  Adjustment and Retraining  Notification
Act of 1988 at the Facilities occurring on or after the Closing Date as a result
of the  transactions  contemplated  hereby.  SECTION  18.  ACCOUNTS  RECEIVABLE.
Accounts  receivable  arising from the  performance  of patient  services at the
Facilities  prior to the  Closing  Date,  including  Seller's  right to  receive
payment  or  reimbursement  for  such  services  from  government   agencies  or
otherwise,  are included in the Facility  Assets to be  transferred  pursuant to
this Agreement.  Accordingly, proceeds received by Seller or by Purchaser or its
manager on behalf of Seller in respect of such accounts  receivable or rights of
payment or  reimbursement  shall be remitted to or received by Purchaser for its
account. SECTION 19. TRANSFER OF THE TRADE NAMES.

      At Closing  Seller shall assign any and all of its  interests in the trade
names used by each of the Facilities to Purchaser.
SECTION 20.  CASH AND CASH EQUIVALENTS.
      Cash and cash  equivalents for any of the Facilities are not included in
the Facilities  Assets and shall not be transferred at Closing.  Deposits held
by lenders and others are not  included  in  Facility  Assets and shall not be
transferred at Closing.
SECTION 21.  DELIVERY.
      To the extent  Seller is  obligated  to deliver  records or other items to
Purchaser  at Closing  and such items would be  cumbersome  or  unreasonable  to
remove from the Facilities, such delivery may be made at each of the Facilities,
regardless of the location of the remainder of the Closing.
SECTION 22.  INDEMNIFICATION BY SELLER AFTER CLOSING.
      22.01. Indemnification. If the transactions contemplated in this Agreement
are  completed  and  closed and this  Agreement  is not  terminated,  Seller and
Purchaser shall indemnify and hold harmless each other against any loss, damage,
liability  or  expense  (including  without  limitation  legal and  other  fees)
incurred  or  sustained  by that  party as a result  of or  attributable  to any
Material  misrepresentation  or  Material  breach of any  covenant,  warranty or
representation  given or made by the other party and  against any loss,  damage,
liability or expense  (including  without limitation legal and other fees) which
would not have been  incurred  or  sustained  by that  party if such  covenants,
representations  and  warranties  had been  true  and  correct  in all  Material
respects.  Seller shall indemnify and hold harmless  Purchaser against any claim
by any  governmental  entity for Medicare or Medicaid  overpayment  made by such
governmental  entity prior to Closing for any of the Facilities or for recapture
of depreciation resulting from the sale of the Personal Property or other change
giving rise to such recapture.
      22.02.  Tax  Indemnification.  Without  limiting the  requirements  of the
foregoing  Section  22.01,  Seller will  promptly  indemnify  and hold  harmless
Purchaser  against any and all  liability  for or with  respect to taxes for any
taxable period ending on or before the Closing Date that is asserted or assessed
against any of the  Facilities.  Notwithstanding  anything in this Section 22 to
the  contrary,  any  indemnity  payable by Seller to  Purchaser  pursuant to the
foregoing  sentence  shall be paid  within (i) ten (10) days  after  Purchaser's
request  therefor or (ii) ten (10) days prior to the date on which the liability
upon which the  indemnity  is based is required to be  satisfied by Purchaser or
the Facilities.
      22.03.   Limitations.   The   foregoing  is  subject  to  the  following
limitations:
            (a) Each  party  shall  promptly  notify  the other  parties  of any
      action, claim, loss or potential action, claim or loss, in regard to which
      action,  claim or loss that party  shall seek or may seek  indemnification
      pursuant to this Section 22, and in any event  within  thirty (30) days or
      such shorter  period as may be necessary to avoid a default  thereof after
      that party has actual knowledge of such action, claim or loss or potential
      action,  claim or loss,  and, at such time,  that party  shall  tender and
      permit the other party to defend, at such other party's expense,  any such
      action, claim or loss.
            (b) Claims  under  this  Section  22,  must be  asserted  within the
      following time periods after the Closing Date:
            Material   misrepresentation   or  Material  breach  of  any
      covenant, warranty or representations - 6 months;
            Any  claim by any  governmental  entity  for  Medicare  or  Medicaid
      overpayment made by such governmental entity prior to Closing - 5 years;
            Recapture of  depreciation  resulting  from the sale of the Personal
      Property or other change giving rise to such recapture - 5 years;
            Tax  indemnification  - later of 5 years or  running  of  applicable
      statute of  limitations.  It is understood  and agreed that any such claim
      may be validly  asserted  by  Purchaser  or Seller  during the  applicable
      period if a claim has been asserted or threatened during such period which
      could result in a loss,  liability,  damage, cost or expense for which the
      Seller or Purchaser would be liable pursuant to this Section 22; and
            (c) Neither  Seller nor Purchaser  shall have rights as to any claim
      pursuant  to this  Section 22 in the event this  Agreement  is  terminated
      prior to the  consummation  of the purchase and sale  contemplated in this
      Agreement.
SECTION 23.  EXHIBITS.
      The parties shall have until Closing,  to agree upon all information to be
filed as a part of the Exhibits to this Agreement.  Failure of the parties to so
reasonably agree within such period shall entitle either party to terminate this
Agreement by giving written notice to such effect at Closing.
SECTION 24.  REMEDIES NOT LIMITED TO REAL AND PERSONAL
               PROPERTY.

      The parties shall have all legal and equitable  remedies available to them
for breach of this  Agreement and shall not be limited to recovery from Facility
Assets or proceeds therefrom.
      IN WITNESS  WHEREOF,  the parties  hereto have  executed this Purchase and
Sale Agreement as of the day and year first hereinabove written.

"SELLER"

CONSOLIDATED RESOURCES HEALTH
CARE FUND IV

By:   WelCare Service Corporation-IV
      Managing General Partner


      By:____________________________________

      Its: __________________________________

                      [SIGNATURES CONTINUED ON NEXT PAGE]


"PURCHASER"

MIDWEST NURSING HOME INVESTORS, L.L.C.

By:   Midwest Nursing Home Management, Inc.
      Managing Member



      By:____________________________________

      Its:___________________________________


<PAGE>


STATE OF GEORGIA  ss.
                        ss.
COUNTY OF FULTON  ss.


      BEFORE  me,  ____________________,  the  undersigned  officer,  personally
appeared ____________,  who acknowledged himself to be ______________ of WelCare
Service  Corporation-IV,  the managing general partner of CONSOLIDATED RESOURCES
HEALTH CARE FUND IV, and who, being  authorized so to do, executed the foregoing
instrument  for the  purposes  therein  contained,  by  signing  the name of the
corporation as managing general partner by himself as
----------------.

      WITNESS my hand and seal at Atlanta, Georgia, this ____ day of June, 1997.


                                    --------------------------------------
                                                Notary Public

My Commission Expires:

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


<PAGE>


STATE OF _______        ss.
                        ss.
COUNTY OF ______  ss.


      BEFORE  me,  ____________________,  the  undersigned  officer,  personally
appeared ROLAND A. BELANGER, who acknowledged himself to be president of MIDWEST
NURSING  HOME  MANAGEMENT,  INC.,  the managing  member of MIDWEST  NURSING HOME
INVESTORS,  L.L.C. (the "LLC"), and who, being authorized so to do, executed the
foregoing instrument on behalf of the LLC for the purposes therein contained, by
signing the name of the corporation as manager by himself as its president.

      WITNESS  my hand and seal at  _______,  ________,  this ____ day of _____,
1997.


                                    --------------------------------------
                                                Notary Public

My Commission Expires:

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


<PAGE>


                                 EXHIBIT INDEX

Certain exhibits to the purchase and sale agreement have been omitted. A list of
the exhibits follows:

Exhibit "A"       DESCRIPTION OF FACILITIES
Exhibit "B-1"     REAL PROPERTY DESCRIPTION - EMPORIA
Exhibit "B-2"     REAL PROPERTY DESCRIPTION - HOISINGTON
Exhibit "C-1"     PERSONAL PROPERTY INCLUDED IN SALE - EMPORIA
Exhibit "C-2"     PERSONAL PROPERTY INCLUDED IN SALE - HOISINGTON
Exhibit "D-1"     PURCHASE PRICE ALLOCATIONS - EMPORIA
Exhibit "D-2"     PURCHASE PRICE ALLOCATIONS - HOISINGTON
Exhibit "E"       SCHEDULE OF DEFICIENCIES IN THE CONDITION OF THE
                  FACILITIES
Exhibit "F-1"     PATIENT SCHEDULES - EMPORIA
Exhibit "F-2"     PATIENT SCHEDULES - HOISINGTON
Exhibit "G"       FACILITIES FINANCIAL STATEMENTS
Exhibit "H-1"     CHANGES IN FINANCIAL CONDITION - EMPORIA
Exhibit "H-2"     CHANGES IN FINANCIAL CONDITION - HOISINGTON
Exhibit "I"       LIST OF SELLER'S CONTRACTS AND AGREEMENTS
Exhibit "J"       LIST OF EXCEPTIONS
Exhibit "K"       PAYROLL INFORMATION
Exhibit "L"       EMPLOYEE COMPENSATION
Exhibit "M"       REAL ESTATE TAXES
Schedule 14       ASSUMPTION OF SELLER'S OBLIGATIONS


<PAGE>


                                  Exhibit "A"

                              List of Facilities


Emporia Rehabilitation Center

Hoisington Rehabilitation Center f/k/a Heritage Manor of Hoisington