REGENT ASSISTED LIVING, INC.

                             STOCKHOLDERS AGREEMENT


          THIS AGREEMENT is made as of December 16, 1996, between Regent
Assisted Living, Inc., an Oregon corporation (the "Company"), Prudential Private
Equity Investors, III, L.P., a Delaware limited partnership (the "Investor"),
and Walter C. Bowen (the "Original Stockholder"). The Investor and the Original
Stockholder are collectively referred to as the "Stockholders" and individually
as a "Stockholder." Capitalized terms used herein are defined in paragraph 8
hereof.

          The Investor shall purchase shares of the Company's preferred stock
and a warrant to purchase common stock pursuant to a purchase agreement between
the Investor and the Company dated as of the date hereof (the "Purchase
Agreement").

          The Company and the Stockholders desire to enter into this Agreement
for the purposes, among others, of (i) establishing the composition of the
Company's Board of Directors (the "Board"), (ii) assuring continuity in the
management and ownership of the Company and (iii) limiting the manner and terms
by which the Original Stockholder's Stockholder Shares may be transferred. The
execution and delivery of this Agreement is a condition to the Investor's
purchase of the Company's stock and the contingent warrant pursuant to the
Purchase Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:

          1. Board of Directors.

          (a) From and after the Closing (as defined in the Purchase Agreement)
and until the provisions of this paragraph 1 cease to be effective, each holder
of Stockholder Shares shall vote all of his Stockholder Shares which are voting
shares and any other voting securities of the Company over which such holder has
voting
<PAGE>
control and shall take all other reasonably necessary or desirable actions
within his control (whether in his capacity as a stockholder, director, member
of a board committee or officer of the Company or otherwise, and including,
without limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), and
the Company shall take all reasonably necessary or desirable actions within its
control (including, without limitation, calling special board and stockholder
meetings), so that:

               (i) the authorized number of directors on the Board shall be
     established at eight directors;

               (ii) the following individuals shall be elected to the Board:

                    (A) two representatives designated by the Investor (the
          "Investor Directors"), provided that the Investor Directors shall
          initially be employees of the general partner of the Investor or
          employees of the investment advisor of the Investor or its general
          partner, and provided further that the Investor may subsequently
          designate an industry executive as an Investor Director provided that
          such industry executive is reasonably acceptable to a majority of the
          other Directors;

                    (B) two members of the Company's management designated by
          the Original Stockholder (the "Management Directors"), provided that
          until the second annual meeting of the Company's stockholders, Walter
          C. Bowen and Steven L. Gish shall serve as the Management Directors;
          and

                    (C) four representatives designated by the Stockholders
          (determined on the basis of a vote of a majority of the Stockholder
          Shares held by the Stockholders), provided that such representatives
          are not members of the Company's management or employees or officers
          of the Company or its subsidiaries (the "Outside Directors");

                                      - 2 -
<PAGE>
               (iii) there shall be an executive committee, a compensation
     committee and an audit committee of the Board, each with at least one
     Investor Director as a member thereof;

               (iv) there shall be a conflicts committee of the Board (the
     "Conflicts Committee") to consider and resolve all conflicts of interest
     matters presented to the Board, and the Conflicts Committee shall be
     composed of two Outside Directors and the two Investor Directors;

               (v) any other committees of the Board shall be created only upon
     the approval of a majority of the members of the Board and each such
     committee (if any) shall have at least one Investor Director as a member;

               (vi) the removal from the Board (with or without cause) of any
     representative designated hereunder by the Investor or by the Original
     Stockholder shall be at the Investor's or the Original Stockholder's
     written request, respectively, but only upon such written request and under
     no other circumstances, provided that if any director elected pursuant to
     subparagraph (ii)(B) above ceases to be an employee of the Company and its
     Subsidiaries, he shall be removed as a director promptly after his
     employment ceases; and

               (vii) in the event that any representative designated hereunder
     by the Investor or by the Original Stockholder ceases to serve as a member
     of the Board during his term of office, the resulting vacancy on the Board
     shall be filled by a representative designated by the Investor or the
     Original Stockholder, respectively, as provided hereunder.

          (b) The Company shall pay the reasonable out-of-pocket expenses
incurred by each director in connection with attending the meetings of the
Board, and any committee thereof. So long as any Investor Director serves on the
Board and for three years thereafter, the Company shall make a good faith effort
to secure and maintain directors and officers liability insurance coverage: (A)
as of the Closing, in the amount of $2,000,000, (B) as of January 1, 1997, in
the amount of $3,000,000 and (C) thereafter, in such amounts as are customary
for publicly traded corporations of similar size engaged in similar lines of
business as reasonably

                                      - 3 -
<PAGE>
determined by the Board; and the Company's certificate of incorporation and
bylaws shall provide for indemnification and exculpation of directors to the
fullest extent permitted under applicable law. In addition, the Company shall
enter into indemnity agreements with the Investor Directors in form and
substance similar to the indemnity agreements the Company currently has with the
Management Directors.

          (c) The rights of the Investor under this paragraph 1 shall terminate
at such time as the Investor and its Affiliates hold in the aggregate less than
25% of the Stockholder Shares held by the Investor on the date hereof; provided
that the Investor may assign its right to designate directors hereunder to any
Person or group of affiliated Persons who acquire more than 50% of the
Stockholder Shares held by the Investor as of the date hereof.

          (d) The rights of the Original Stockholder under this paragraph 1
shall terminate at such time as the Original Stockholder and his Permitted
Transferees hold in the aggregate less than 25% of the Stockholder Shares held
by such Persons on the date hereof.

          (e) The provisions of this paragraph 1 shall terminate automatically
and be of no further force and effect upon the tenth anniversary of the date
hereof unless extended by the parties hereto.

          (f) If any party fails to designate a representative to fill a
directorship pursuant to the terms of this paragraph 1, the election of an
individual to such directorship shall be accomplished in accordance with the
Company's bylaws and applicable law.

          2. Contract Proceedings. The Company, the Original Stockholder and the
Investor hereby agree that:

          (a) The Company shall have a right of first refusal on all sites to be
purchased, leased or otherwise secured for real estate development by any
Affiliate of the Original Stockholder (including, without limitation, Bowen
Development Company ("BDC")) except for the sites identified on the attached
Exhibit A and the Conflicts Committee shall determine whether or not the Company
shall exercise such right;

                                      - 4 -
<PAGE>
          (b) BDC or any other Affiliate of the Original Stockholder may
continue as contractor for the current Company projects in Boise, San Antonio,
Folsom, Roseville and Clovis, provided that the terms of such projects shall be
equal to hard costs, including general conditions (which consist of on-site
costs), plus 5% or less (for overhead and profit) as determined by the Conflicts
Committee;

          (c) All of the other projects on which construction shall begin prior
to June 30, 1997, may be awarded to BDC upon BDC providing proof to the
Conflicts Committee that such contract is on terms no less favorable than the
Company would otherwise be able to obtain from a completely independent general
contractor, including a discounted contractors fee for awarding multiple
projects to one contractor, if applicable. In such cases, competitive bidding
shall not be required provided the Conflicts Committee determines that the
Company's construction schedule dictates that the time required to obtain such
bids would unduly delay construction and place the Company behind its current
projected schedule of openings; and

          (d) All contracts pursuant to which construction will begin subsequent
to June 30, 1997, or any contract for the construction of a facility beyond the
initial twelve projects as set forth on the attached Exhibit B, shall require
competitive bidding on comparable terms and the approval of the Conflicts
Committee for a contract to be awarded to BDC.

          3. Certain Voting Covenants. From and after the Closing (as defined in
the Purchase Agreement), the Original Stockholder and his Permitted Transferees
shall not vote any of his or their Stockholder Shares which are voting shares
and any other voting securities of the Company over which such holder has voting
control, in favor of the Company taking the following actions unless such
Original Stockholder or his Permitted Transferees first obtains the prior
written consent of the holders of at least 662/3% of the outstanding Preferred
Stock:

          (a) merge or consolidate with any Person or permit any Subsidiary to
merge or consolidate with any Person (other than a wholly-owned Subsidiary);

                                      - 5 -
<PAGE>
          (b) liquidate, dissolve or effect a recapitalization or reorganization
in any form of transaction (including, without limitation, any reorganization
into a limited liability company, a partnership or any other non-corporate
entity which is treated as a partnership for federal income tax purposes);

          (c) except as expressly contemplated by the Purchase Agreement, make
any amendment to the Articles of Incorporation, the Articles of Amendment or the
Company's bylaws, or file any resolution of the Board with the Oregon Secretary
of State containing any provisions, which would increase the number of
authorized shares of the Preferred Stock or adversely affect or otherwise impair
the rights or the relative preferences and priorities of the holders of the
Preferred Stock or the Underlying Common Stock under the Purchase Agreement, the
Restated Articles of Incorporation, as amended, the Company's bylaws or the
Registration Agreement;

          (d) amend or modify any stock option plan or employee stock ownership
plan as in existence as of the Closing, other than to increase to 600,000 the
number of options for shares of the Company's common stock that may be issued
under the Company's 1995 Stock Incentive Plan, adopt any new stock option plan
or employee stock ownership plan or issue any shares of Common Stock to its or
its Subsidiaries' employees other than pursuant to the Company's existing stock
option and employee stock ownership plans; or

          (e) any other corporate action of the type described in Section 3D of
the Purchase Agreement which requires the approval of the stockholders of the
Company under the laws of the State of Oregon (including, without limitation,
any provisions requiring a separate class or series vote), the Restated Articles
of Incorporation, as amended, the Company's bylaws or any other statute, rule or
regulation to which the Company is subject.

          4. Representations and Warranties. Each Stockholder represents and
warrants that (i) such Stockholder is the record owner of the number of
Stockholder Shares set forth opposite its name on the Stockholder Schedule
attached hereto, (ii) this Agreement has been duly authorized, executed and
delivered by such Stockholder and constitutes the valid and binding obligation
of such Stockholder, enforceable in accordance with its terms, and (iii) such
Stockholder has not granted and is not a party to any

                                      - 6 -
<PAGE>
proxy, voting trust or other agreement which is inconsistent with, conflicts
with or violates any provision of this Agreement. No holder of Stockholder
Shares shall grant any proxy or become party to any voting trust or other
agreement which is inconsistent with, conflicts with or violates any provision
of this Agreement.

          5. Restrictions on Transfer of Stockholder Shares.

          (a) Transfer of Stockholder Shares. The Original Stockholder shall not
sell, transfer, assign, pledge or otherwise dispose of (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
any interest in his Stockholder Shares (a "Transfer"), except pursuant to the
provisions of this paragraph 4 or pursuant to a Public Sale and except for
Transfers of up to 1,233,000 of his Stockholder Shares (as appropriately
adjusted for any combination or subdivision of shares, stock dividend, stock
split or other recapitalization) (an "Exempt Sale"). The Original Stockholder
shall not consummate any Transfer (other than a Public Sale or an Exempt Sale)
until 30 days after the later of the delivery to the Company and the Investor of
the Original Stockholder's Sale Notice, unless the parties to the Transfer have
been finally determined pursuant to this paragraph 4 prior to the expiration of
such 30-day period (the "Election Period").

          (b) Participation Rights. At least 30 days prior to any Transfer of
Stockholder Shares by the Original Stockholder (other than a Public Sale or an
Exempt Sale), the Original Stockholder shall deliver a written notice (the "Sale
Notice") to the Company and the Investor, specifying in reasonable detail the
identity of the prospective transferee(s), the number of shares to be
transferred and the terms and conditions of the Transfer. The Investor may elect
to participate in the contemplated Transfer at the same price per share (whether
voting or non-voting stock) and on the same terms by delivering written notice
to the Original Stockholder within 30 days after delivery of the Sale Notice. If
the Investor has elected to participate in such Transfer, the Original
Stockholder and the

                                      - 7 -
<PAGE>
Investor shall be entitled to sell in the contemplated Transfer, at the same
price and on the same terms, a number of Stockholder Shares equal to the product
of (i) the quotient determined by dividing the percentage of Stockholder Shares
owned by such Person by the aggregate percentage of Stockholder Shares owned by
the Original Stockholder and the Investor and (ii) the number of Stockholder
Shares to be sold in the contemplated Transfer.

          For example, if the Sale Notice contemplated a sale of 100
          Stockholder Shares by the Original Stockholder, and if the
          Original Stockholder at such time owns 30% of all
          Stockholder Shares and if the Investor elects to participate
          and owns 20% of all Stockholder Shares, the Original
          Stockholder would be entitled to sell 60 shares (30% / 50% x
          100 shares) and the Investor would be entitled to sell 40
          shares (20% / 50% x 100 shares).

The Original Stockholder shall use best efforts to obtain the agreement of the
prospective transferee(s) to the participation of the Investor in any
contemplated Transfer and to the inclusion of the Warrant and the Preferred
Stock in the contemplated Transfer, and the Original Stockholder shall not
transfer any of its Stockholder Shares to any prospective transferee if such
prospective transferee(s) declines to allow the participation of the Investor or
the inclusion of the Warrant and/or the Preferred Stock. If any portion of the
Warrant is included in any Transfer of Stockholder Shares under this
subparagraph 4(b), the purchase price for the Warrant shall be equal to the full
purchase price determined hereunder for the Stockholder Shares covered by the
portion of the Warrant to be transferred.

          (c) Permitted Transfers. The restrictions set forth in this paragraph
4 shall not apply with respect to any Transfer of Stockholder Shares by the
Original Stockholder pursuant to (i) the stock option agreements dated as of
September 1, 1995 among the Company, the Original Stockholder and each of
Messrs. Ekberg, Gish, Jacobsen, Parfitt and Roderick as originally executed, or
(ii) applicable laws of descent and distribution or among the Original
Stockholder's Family Group (referred to herein as "Permitted Transferees");
provided that, with respect to a Transfer permitted pursuant to clause (ii), the
restrictions contained in this paragraph 4 shall continue to be applicable to
the Stockholder Shares after any such Transfer and provided further that the
transferees of such Stockholder Shares shall have agreed in writing to be bound
by the provisions of this Agreement affecting the Stockholder Shares so
transferred. For purposes of this Agreement, "Family Group" means the Original
Stockholder's spouse and descendants (whether natural or adopted) and any trust
solely for

                                      - 8 -
<PAGE>
the benefit of the Original Stockholders and/or the Original Stockholder's
spouse and/or descendants.

          (d) Termination of Restrictions. The restrictions set forth in this
paragraph 4 shall continue with respect to the applicable Stockholder Share held
by the Original Stockholder until the date on which such Stockholder Share has
been transferred pursuant to this paragraph 4.

          6. Holdback Agreement. The Original Stockholder shall not effect any
public sale or distribution of any Stockholder Shares or of any other capital
stock or equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such stock or securities, during the seven days
prior to and the 90-day period beginning on the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration (as
such terms are defined in the Registration Agreement dated as of the date hereof
between the Investor and the Company) unless the underwriters managing the
registration otherwise agree. The restrictions on the transfer of Stockholder
Shares set forth in this paragraph 5 shall continue with respect to each
Stockholder Share until such share is no longer held by the Original Stockholder
or his Permitted Transferees.

          7. Legend. Each certificate evidencing Stockholder Shares and each
certificate issued in exchange for or upon the transfer of any Stockholder
Shares (if such shares remain Stockholder Shares after such transfer) shall be
stamped or otherwise imprinted with a legend in substantially the following
form:

          "The securities represented by this certificate are subject
          to a Stockholders Agreement dated as of December 16, 1996,
          among the issuer of such securities (the "Company") and
          certain of the Company's stockholders, as amended and
          modified from time to time. A copy of such Stockholders
          Agreement shall be furnished without charge by the Company
          to the holder hereof upon written request."

The Company shall imprint such legend on certificates evidencing Stockholder
Shares outstanding as of the date hereof. The legend set forth above shall be
removed from the certificates evidencing

                                      - 9 -
<PAGE>
any shares which cease to be Stockholder Shares in accordance with paragraph 8
hereof.

          8. Transfer. Prior to transferring any Stockholder Shares to any
Person other than a Public Sale, the holders of Stockholder Shares shall cause
the prospective transferee to be bound by this Agreement and to execute and
deliver to the Company and the other holders of Stockholder Shares a counterpart
of this Agreement.

          9. Definitions.

          "Board" has the meaning set forth in the preamble.

          "Common Stock" means the Company's Common Stock, no par value.

          "Company" has the meaning set forth in the preamble.

          "Investors" has the meaning set forth in the preamble.

          "Investor Directors" has the meaning set forth in paragraph 1(a).

          "Management Directors" has the meaning set forth in paragraph 1(a).

          "Original Stockholder" has the meaning set forth in the preamble.

          "Outside Directors" has the meaning set forth in paragraph 1(a).

          "Permitted Transferee" has the meaning set forth in paragraph 4(c)
hereof.

          "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

                                     - 10 -
<PAGE>
          "Preferred Stock" means the Company's Series A Preferred Stock, no par
value, and Series B Preferred Stock, no par value.

          "Public Sale" means any sale of Stockholder Shares to the public
pursuant to an offering registered under the Securities Act or to the public
through a broker, dealer or market maker pursuant to the provisions of Rule 144
adopted under the Securities Act.

          "Purchase Agreement" has the meaning set forth in the preamble.

          "Securities Act" means the Securities Act of 1933, as amended from
time to time.

          "Stockholder Shares" means (i) any Common Stock purchased or otherwise
acquired by any Stockholder, (ii) any Common Stock issued or issuable directly
or indirectly upon conversion of the Preferred Stock or exercise of the Warrant
and (iii) any Common Stock issued or issuable with respect to the securities
referred to in clauses (i) and (ii) above by way of stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. For purposes of this Agreement, any
Person who holds Preferred Stock or the Warrant shall be deemed to be the holder
of the Stockholder Shares issuable directly or indirectly upon conversion of the
Preferred Stock or exercise of the Warrant in connection with the transfer
thereof or otherwise and regardless of any restriction or limitation on the
conversion or exercise thereof. As to any particular Stockholder Shares, such
shares shall cease to be Stockholder Shares when they have been (a) effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering them or (b) distributed to the public through a
broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or
any similar provision then in force).

          "Stockholders" has the meaning set forth in the preamble.

          "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of

                                     - 11 -
<PAGE>
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the limited
liability company, partnership or other similar ownership interest thereof is at
the time owned or controlled, directly or indirectly, by any Person or one or
more Subsidiaries of that Person or a combination thereof. For purposes hereof,
a Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing director or general partner of such limited
liability company, partnership, association or other business entity.

          "Transfer" has the meaning set forth in paragraph 4(a).

          "Warrant" means the stock purchase warrant issued to the Investor
under the Purchase Agreement exercisable into shares of Common Stock.

          10. Transfers in Violation of Agreement. Any Transfer or attempted
Transfer of any Stockholder Shares in violation of any provision of this
Agreement shall be void, and the Company shall not record such Transfer on its
books or treat any purported transferee of such Stockholder Shares as the owner
of such shares for any purpose.

          11. Amendment and Waiver. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or the Stockholders unless such modification,
amendment or waiver is approved in writing by the Company or the holders of a
majority of the Stockholder Shares, the holders of a majority of the Stockholder
Shares held by the Original Investor and his Permitted Transferees and the
Investor. The failure of any party to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall
not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.

                                     - 12 -
<PAGE>
          12. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this
Agreement in such jurisdiction or affect the validity, legality or
enforceability of any provision in any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.

          13. Entire Agreement. Except as otherwise expressly set forth herein,
this Agreement embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.

          14. Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Company and its successors and assigns and the Stockholders and any subsequent
holders of Stockholder Shares and the respective successors and assigns of each
of them, so long as they hold Stockholder Shares.

          15. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

          16. Remedies. The Company and the Stockholders shall be entitled to
enforce their rights under this Agreement specifically, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in their favor. The parties hereto agree and acknowledge
that money damages would not be an adequate remedy for any breach of the
provisions of this Agreement and that the Company and any Stockholder shall be
entitled to specific performance and/or injunctive relief from any court of law
or equity of competent jurisdiction (without posting

                                     - 13 -
<PAGE>
a bond or other security) in order to enforce or prevent any violation of the
provisions of this Agreement.

          17. Notices. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, or mailed first class mail
(postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to the Company at the address set forth below and to any other
recipient at the address indicated on the schedules hereto and to any subsequent
holder of Stockholder Shares subject to this Agreement at such address as
indicated by the Company's records, or at such address or to the attention of
such other person as the recipient party has specified by prior written notice
to the sending party. Notices shall be deemed to have been given hereunder when
delivered personally, three days after deposit in the U.S. mail and one day
after deposit with a reputable overnight courier service. The Company's address
is:

              Before December 27, 1996:

                   Regent Assisted Living, Inc.
                   2260 U.S. Bancorp Tower
                   111 S.W. Fifth Avenue
                   Portland, Oregon  97204
                   Attn:  Chief Financial Officer

              After December 27, 1996:

                   Regent Assisted Living, Inc.
                   121 S.W. Morrison, Suite 1000
                   Portland, OR  97204
                   Attn: Chief Financial Officer

              At any time with a copy to:

                   Stoel Rives LLP
                   Attn:  Mr. Todd A. Bauman
                   900 S.W. Fifth Avenue, Suite 2300
                   Portland, OR  97204-1268

          18. Governing Law. The corporate law of the State of Oregon shall
govern all issues and questions concerning the relative rights of the Company
and its stockholders. All other

                                     - 14 -
<PAGE>
issues and questions concerning the construction, validity, interpretation and
enforceability of this Agreement and the exhibits and schedules hereto shall be
governed by, and construed in accordance with, the laws of the State of New York
without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of New York.

          19. Business Days. If any time period for giving notice or taking
action hereunder expires on a day which is a Saturday, Sunday or legal holiday
in the state in which the Company's chief executive office is located, the time
period shall automatically be extended to the business day immediately following
such Saturday, Sunday or legal holiday.

          20. Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.


                                *   *   *   *   *


                                     - 15 -
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.


                                        REGENT ASSISTED LIVING, INC.


                                        By WALTER C. BOWEN
                                           -------------------------------------
                                        Its PRESIDENT
                                            ------------------------------------


                                        PRUDENTIAL PRIVATE EQUITY
                                        INVESTORS III, L.P.

                                        By  Prudential Equity Investors, Inc.
                                        Its General Partner


                                        By  Cornerstone Equity Investors,
                                            L.L.C.
                                        Its Investment Advisor



                                        By DANA J. O'BRIEN
                                           -------------------------------------
                                        Its SENIOR MANAGING DIRECTOR
                                            ------------------------------------

                                        WALTER C. BOWEN
                                        ----------------------------------------
                                        WALTER C. BOWEN

                                     - 16 -
<PAGE>
                            SCHEDULE OF STOCKHOLDERS


--------------------------------------------------------------------------------
Name and Address                       Number of Stockholder Shares
----------------                       ----------------------------

Prudential Private Equity                       1,866,667<F1>
  Investors III, L.P.
717 Fifth Avenue
New York, New York  10022
Attn:  Dana O'Brien

Walter C. Bowen                                 3,233,000
c/o Regent Assisted Living, Inc.
121 S.W. Morrison, Suite 1000
Portland, OR  97204
--------------------------------------------------------------------------------

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

<F1>  Subject to increases as provided for in the Restated Articles of
Incorporation, as amended.
<PAGE>
                                   EXHIBIT A
                                   ---------

                           To Stockholders Agreement


Any property to be purchased pursuant to an agreement, right, option, or other
instrument in effect as of the date hereof, including, without limitation,
those rights described as follows:

    1.   Right to purchase excess land owned by the Company adjacent to its
         Eugene site, as identified in the Affiliated Transactions Schedule.

    2.   Earnest Money Agreement fort the purchase of a single family home
         in Aloha, Oregon which will provide access to a land-locked parcel
         owned by Bowen Financial Services Corp.  The property is adjacent
         to a low income multi-family housing project and in a lower class
         neighborhood.

    3.   Right to acquire approximately 20 acres of primarily forested land
         adjacent to the land upon which Mr. Bowen is currently constructing
         his family's primary residence.  The parcel is zoned for development
         of one single family residence.

    4.   Right to acquire all or a portion of the approximately 40 acres owned
         by Hoyt Street Partners, an Oregon limited liability company. Mr. Bowen
         has a 5 percent ownership interest. Members in the LLC have the right
         to purchase the LLC's property but must comply with an elaborate
         process by which the proposed development is identified to members and
         members have the right to participate in such development. The 40 acres
         is in an urban reneweal area north of downtown Portland.
<PAGE>
                                   EXHIBIT B
                                   ---------

                           To Stockholders Agreement


The following twelve projects:

    1.   Boise, Idaho;
    2.   San Antonio, Texas;
    3.   Folsom, California;
    4.   Roseville, California;
    5.   Clovis, California;
    6.   Bakersfield, California;
    7.   Vacaville, California;
    8.   Rio Rancho, New Mexico;
    9.   Tucson, Arizona;
    10.  Henderson, Nevada;
    11.  Eugene, Oregon; and
    12.  Austin, Texas