EXHIBIT 10.75

	JOINT VENTURE AGREEMENT

	This Agreement is made as of the  21st day of  February, 1997, by and
among  Coventry Corporation, a Kansas corporation ("SGH-SUB")  and a
subsidiary of SGH, and STERLING HOUSE CORPORATION., a Kansas
corporation ("SGH") and SDR Development, Inc., a Florida corporation
("JOINT VENTURE PARTNER").


R E C I T A L S:

	A.	SGH-SUB and JOINT VENTURE PARTNER have agreed to
form a joint venture for the purpose of developing, constructing and operating
one (1) or more STERLING HOUSE  residences; and

	B.	The parties are entering into this Agreement to set forth their
mutual understanding and agreements with respect to the terms and
conditions of such joint venture.

	NOW, THEREFORE, in consideration of the mutual covenants and
promises set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


	ARTICLE 1
	DEFINITIONS

	In addition to the other definitions contained herein, the following
definitions shall apply for purposes of this Agreement:

	1.1		Affiliate. "Affiliate," when such term is used with
respect to another Person which is a legal entity, means (a) any Person who
(together with Family Members) directly or indirectly Controls, is Controlled
by or is under common Control with such other Person, (b) any Person who is a
director or officer of a privately-owned company, member in or trustee
of, or who serves in a similar capacity with respect to, such other Person, or
(c) any Person who directly or indirectly is the beneficial owner of 20% or
more of such other Person.  When the term "Affiliate" is used with respect to
another Person who is an individual, it means (i) any Family Member of such
Person, or (ii) any corporation, partnership, limited liability company, trust
or other entity of which such other Person serves as an officer, director,
general partner, manager, trustee or in a similar capacity.

	1.2		Ancillary Agreements.  "Ancillary Agreements"
means all of the agreements executed and delivered by SGH-SUB or SGH  and/or
JOINT VENTURE PARTNER (or any JOINT VENTURE PARTNER
Affiliate), pursuant to this Agreement or in connection with the transactions
contemplated by this Agreement.
<PAGE>
	1.3		Business.  "Business" means the business of
developing or acquiring, and owning, operating and financing, the Facilities,
and activities related or incidental thereto.

	1.4		Call Option Price.   "Call Option Price" means the
purchase price payable upon SGH's exercise of the Call Option as set forth
on the attached Schedule 3.8(B).

	1.5	 	Capital Investment Schedule.  "Capital Investment
Schedule" means the schedule attached as Exhibit 3.2.

	1.6		Closing.  "Closing" means the closing of the
transactions provided for in this Agreement, which shall take place on the
Closing Date at the offices of SGH in Wichita, Kansas or such other place as
the parties may agree upon.

	1.7		Closing Date.  "Closing Date" means the date on
which a Closing occurs.

	1.8		Control.  "Control" as applied to a Person means the
direct or indirect ownership of more than 50% of the voting common stock
(in the case of a corporation) or other voting interests (in the case of a legal
entity which is not a corporation);

	1.9		Development Term. "Development Term" means the
five (5) year period commencing on the date of execution of this Agreement.
However, either party may terminate this Agreement during the Development
Term immediately upon written notice if no contract has been entered into for
the acquisition of a Facility or site for a Facility (or an option to acquire a
Facility or a site for a Facility) during any consecutive twelve (12) month
period commencing after the date of this Agreement.  Providing such
termination shall not affect the obligations of JOINT VENTURE PARTNER
and SGH to complete any Facilities then under development.

	1.10		Facility.  "Facility" means the land and improvements
constituting an assisted living residence facility which is developed pursuant
to or as contemplated by this Agreement.

	1.11		Family Member.  "Family Member" means, with
respect to any individual, (a) the spouse of such individual, (b) any child of
such individual, or any parent, grandparent, brother or sister living in the
same house as such individual, or the spouse of any of the foregoing individuals
described in this clause (b), (c) a custodian, guardian or personal
representative of an individual described in clause (a) or (b); or (d) a trust
for the exclusive benefit of one or more of the individuals described in clause
(a) or (b).

	1.12		Initial Closing Date. "Initial Closing Date" means the
date on which the first Closing takes place.

	1.13		JOINT VENTURE PARTNER Affiliate.  "JOINT
VENTURE PARTNER Affiliate" means any Affiliate of JOINT VENTURE
PARTNER.
<PAGE>
	1.14		JOINT VENTURE PARTNER Ancillary
Agreements. "JOINT VENTURE PARTNER Ancillary Agreements" means
any Ancillary Agreement to which JOINT VENTURE PARTNER or any
Affiliate of JOINT VENTURE PARTNER is a party.

	1.15		JOINT VENTURE PARTNER's Responsibilities
Schedule.  "JOINT VENTURE PARTNER's Responsibilities Schedule"
means the schedule attached as Exhibit 3.4(B).

	1.16		License Agreement.  "License Agreement" means a
License Agreement is substantially thef orm of the License Agreement
together with changes to properly reflect the identity and location of the
Facility being licensed, attached as Exhibit 3.6(A).

	1.17		Licensing Date.  "Licensing Date"  means the date
when a license to operate a Facility as an adult congregate living and/or
extended congregate, care facility or an equivalent license is issued for the
Facility by the applicable state agency.

	1.18		Management Agreement.  "Management Agreement"
means a Management  Agreement in substantially the form of the
Management Agreement, together with changes to properly reflect the
identity and location of the Facility being managed, substantially in the form
attached as Exhibit 3.5.

	1.19		Operating Agreement.  "Operating Agreement"
means an Operating Agreement in substantially the form of the Operating
Agreement, together with changes to properly reflect the identity and location
of the Facility being managed, substantially in the form attached as Exhibit
3.1.

	1.20		Percentage Interest.  "Percentage Interest" means, as
applied to any Project Entity, the ownership interest of SGH-SUB or JOINT
VENTURE PARTNER in such Entity.

	1.21		Person.  "Person" means a natural person, corporation,
trust, partnership, limited liability company, governmental entity (or agency,
branch or department thereof) or any other legal entity.

	1.22		Project Agreements.  The agreements entered into by
SGH-SUB, JOINT VENTURE PARTNER and/or their Affiliates in
connection with the formation of a Project Entity, including without
limitation any Operating Agreement or other organizational documents.

	1.23		Project Entity.  "Project Entity" means any limited
liability company or other entity which owns a Facility.

	1.24		SGH Affiliate.  "SGH Affiliate" means any Affiliate
of SGH, including BCI.

	1.25		SGH-SUB Ancillary Agreements.  "SGH-SUB
Ancillary Agreements" means any Ancillary Agreement to which SGH-SUB
is a party.
<PAGE>
	1.26		SGH-SUB Responsibilities Schedule.  "SGH-SUB
Responsibilities Schedule" means the schedule attached as Exhibit 3.4(A).

	1.27		Territory.  "Territory" means the geographic area
described on the attached Exhibit 1.27.

	1.28		Third Party Developer.  "Third Party Developer"
means any Partner who is not SGH, an SGH Affiliate, JOINT VENTURE
PARTNER, or a JOINT VENTURE affiliate.

	ARTICLE 2
	PURPOSE OF JOINT VENTURE

	The parties are entering into the joint venture contemplated by this
Agreement in order for SGH-SUB and JOINT VENTURE PARTNER,
through jointly owned limited liability companies or other entities agreed
upon by the parties, to develop or acquire, and own, operate and finance, the
Facilities in targeted market areas throughout the Territory.  The number of
Facilities that shall be developed hereunder and the respective deadlines for
commencing and completing construction of the same are set forth on the
attached Exhibit 2.  Upon execution of this Agreement and in consideration
of development opportunities to be deferred or relinquished, JOINT
VENTURE PARTNER shall pay to SGH, in addition to any other sums due
hereunder, the sum of Seventy-Five Thousand Dollars ($75,000).


	ARTICLE 3
	COVENANTS

	3.1		Formation and Capitalization of Project Entities.
At each Closing, SGH-SUB and JOINT VENTURE PARTNER shall form
one of the Project Entities contemplated by this Agreement by entering into
an Operating Agreement.  A Project Entity shall be formed at least as soon as
a site for a Facility has been identified by SGH.  Unless the parties agree
otherwise, the Project Entity shall be a limited liability company, and the
parties shall enter into an Operating Agreement with respect to each such site
selected.  Capital contributions shall be made by SGH-SUB and JOINT
VENTURE PARTNER or a JOINT VENTURE PARTNER Affiliate in such
proportions, at such times and in such amounts as the parties agree on, as
more fully set forth in the Capital Investment Schedule.

	3.2		Capitalization of Project Entities.  During the
Development Term, the parties shall make  mandatory initial capital
contributions to each Project Entity as more fully set forth in the Operating
Agreement for such Project Entity.  The  mandatory initial capital
contributions for all Project Entities shall each be subject to a contribution
schedule which shall not exceed in the aggregate the amounts shown in the
Capital Investment Schedule, unless the parties otherwise agree.  Neither
SGH-SUB nor JOINT VENTURE PARTNER shall have any obligation to
make any expenditure, provide capital or loan funds to any Project Entity
except as may specifically be required by this Agreement, any Ancillary
Agreement (including any Operating Agreement), by applicable law, or as
otherwise agreed by SGH-SUB and JOINT VENTURE PARTNER from time
to time.
<PAGE>
	3.3		Project Financing.  The parties will use their best
efforts to cause each Project Entity to obtain the necessary construction and
permanent financing for the Facility owned by it. The parties will use their
best efforts to cause each Project Entity to obtain permanent financing (i.e.,
mortgage financing or sale leaseback) when a Facility reaches a level of 90%
of full occupancy.  SGH-SUB along with SGH and the Project Entity shall be the
guarantors of such construction and permanent financing if a guaranty
is required, but JOINT VENTURE PARTNER shall not be required to
personally guaranty any financing for any such Facility, nor shall JOINT
VENTURE PARTNER, in the event that SGH-SUB, SGH or such Entity are
called upon to pay such obligations pursuant to their guaranties, be required
to compensate or otherwise reimburse SGH-SUB, SGH or such Entity, as the
case may be, for any loss or costs incurred by any of them under any such
guaranty.  It is understood that SGH-SUB and SGH reserve the right to secure
the repayment of any funds loaned to a Project Entity by the use of a first
mortgage or similar security device.

	3.4		Responsibilities of the Parties.

	A)	SGH-SUB shall be responsible for the duties and activities set
forth on the SGH-SUB Responsibilities Schedule.


	B)	JOINT VENTURE PARTNER shall be responsible for the
duties and activities set forth on the JOINT VENTURE PARTNER's Responsibilities
Schedule.  To the extent that JOINT VENTURE PARTNER is to be reimbursed or
compensated for such services, the terms and conditions of same shall be set
forth on the JOINT VENTURE PARTNER Responsibilities Schedule.

	C)	All charges associated with the foregoing services provided
by SGH-SUB or  JOINT VENTURE PARTNER or any Affiliate including, without
limitation, premarketing, pre-opening, operating, pre-development, third party,
overhead and aborted project costs, shall be paid by the specific Project
Entity benefiting from such services or as agreed on by both parties in writing.

	3.5		Construction.  SGH-SUB reserves the right and
option to appoint BCI Construction, Inc. ("BCI"), an SGH Affiliate, to
provide development and construction supervision services to any Project
Entity which develops a  Facility.  A construction agreement shall be
executed by the applicable Project Entity and BCI or another construction
company selected by SGH-SUB, for such Facilities when the respective
Project Entity is formed.  Such construction agreement shall provide that such
Project Entity will pay BCI a construction fee, if BCI is selected by SGH-
SUB to be the Construction Manager, and/or a development fee.  The
construction fee payable to BCI shall be payable in accordance with the
applicable construction agreement. SGH-SUB reserves the right to appoint
itself, any SGH Affiliate, any JOINT VENTURE PARTNER affiliate, or a
THIRD PARTY DEVELOPER as the developer of record for any proposed
Project Facility.
<PAGE>
	3.6		Project Management.   In addition to  the provisions
of Section 3.4(A), SGH-SUB shall perform management services for each
Project Entity, as more fully set forth in the applicable Operating Agreement.
SGH-SUB shall enter into an Operating Agreement for each Project Entity
when it is formed.  SGH-SUB shall be entitled to charge one-time
compensation of up to $50,000 and as manager of each Project Facility shall
be entitled to receive a management fee equal to seven  percent (7%) of such
entities gross revenues in accordance with the terms of each Management
Agreement; such agreement shall be executed by SGH-SUB or an Affiliate of
SGH-SUB and the respective Project Entity upon the purchase of the real
estate to be developed for each Project Facility.

In addition, SGH-SUB shall be entitled to be reimbursed for all costs and
overhead expenses relating to the development, construction and start-up
activities of each Project Facility.  SGH-SUB or an Affiliate of SGH-SUB
shall be entitled to charge a monthly fee of up to $500 per month per Project
Facility in return for providing accounting services to each Project Facility.
SGH and the respective Project Entity shall also execute a License
Agreement upon the purchase of the real estate to be developed for each
Project Facility.

	3.7		Restrictions on Transferability of Interests.  From
and after the Closing Date, neither SGH-SUB, JOINT VENTURE
PARTNER or any JOINT VENTURE PARTNER Affiliate shall transfer its
ownership interest in any Project Entity except to the other party; provided,
however, that SGH-SUB may transfer a portion of its interest to an Affiliate
prior to the exercise of a put or call option pursuant to Section 3.8 so as to
preserve the existence of the Project Entity following such purchase.  A
transfer means any disposition of an interest or any interest therein,
including,
without limitation, any sale, gift, assignment, pledge or encumbrance,
whether such disposition occurs voluntarily, by operation of law or otherwise.
The organizational documents of JOINT VENTURE PARTNER shall
provide at all times that the beneficial ownership interests of each beneficial
owner shall be subject to a right of first refusal in favor of JOINT VENTURE
PARTNER, and to the extent not exercised then to the other owners of
JOINT VENTURE PARTNER, and then to the extent not exercised to SGH-SUB.
Further, at the time of each Closing, JOINT VENTURE PARTNER
shall obtain from each such owner, written assurance in a form acceptable to
SGH-SUB, that such owner is not subject to any litigation, arbitration,
proceeding, governmental investigation, citation or action of any kind
pending, or to the knowledge of such Person, proposed or threatened against
them which could have a material adverse effect on the transactions
contemplated hereby.

	3.8		Options to Sell or Purchase Ownership Interests.

	A)	SGH hereby grants to JOINT VENTURE PARTNER the
right ("put option") to sell JOINT VENTURE PARTNER's ownership interest in any
one or more Project Entities to SGH at the respective fair market value
(determined as set forth below) of such Project Entity or Entities.  The put
option for each Project Entity shall be exercisable commencing on the ten (10)
month anniversary of the Licensing Date of the Facility owned by such Project
<PAGE>
Entity and any time thereafter prior to the tenth (10th) anniversary of the
Licensing Date.  Such option shall be exercised by written notice from JOINT
VENTURE PARTNER to SGH prior to such tenth (10th) anniversary.  The exercise
by JOINT VENTURE PARTNER of its put option for one Project Entity shall not
preclude JOINT VENTURE PARTNER from later exercising one or more put options
for additional Project Entities.

	B)	JOINT VENTURE PARTNER hereby grants to SGH the
right ("call option") to purchase JOINT VENTURE PARTNER's ownership interest
in each Project Entity at the Call Option Price of such Project Entity or
Entities.  The call option for each Project Entity shall be exercisable on  the
six (6) month anniversary of the Licensing Date of such Facility owned by such
Project Entity and any time thereafter prior to the tenth (10th) anniversary
of the Licensing Date of such Facility.  Such option shall be exercised by
written notice from SGH to JOINT VENTURE PARTNER prior to such tenth (10th)
anniversary.  The exercise by SGH from later exercising one or more call options
for additional Project Entities.

	C)	The fair market value of JOINT VENTURE PARTNER's
ownership interest in each Project Entity shall be based upon the fair market
value of such Project Entity (including all of its assets and liabilities),
determined as of the end of the calendar month preceding the date on which a
put option is exercised.  The fair market value of a Project Entity shall be
the fair market value of such Project Entity as established by an appraiser
agreed on by the parties.  SGH and Joint Venture Partner shall each give the
other party notice of the name of an acceptable appraiser 15 days after the
giving of notice of their intent to exercise an option.  The two appraisers will
then select a third appraiser within an additional 5 days.  Within 5 days after
designation, each appraiser shall submit a resume to SGH and Joint Venture
Partner, setting forth such appraiser's qualifications, including education
and experience with similar properties.  A notice of objections to the
qualifications of any appraiser shall be given within 10 days after receipt of
such resume.  If either party fails to timely object to the qualifications of
an appraiser, then the appraiser shall be conclusively deemed satisfactory.
If a party gives a timely notice of objection to the qualifications of an
appraiser,
then the disqualified appraiser shall be replaced by an appraiser selected by
the qualified appraisers or, if all appraisers are disqualified, then by an
appraiser selected by a commercial arbitrator acceptable to SGH and Joint
Venture.  The "fair market value" shall be determined by the appraisers
within 60 days thereafter as follows.  Each of the appraisers shall be
instructed to prepare an appraisal of the Project Facility in accordance with
the following instructions:

			The Project Facility is to be valued upon the
three conventional approaches to estimate value known as the Income, Sales
Comparison and Cost Approaches.  Once the approaches are completed, the
appraiser correlates the individual approaches into a final value conclusion.
<PAGE>
		The Three approaches to estimate value are summarized as
follows:

		Income Approach:  This valuation approach recognizes that
the value of the operating tangible and intangible asset can be represented
by the expected economic viability of the business giving returns on and of
the assets and shall use a management fee of 7%.

		Sales Comparison Approach:  This valuation approach is
based upon the principal of substitution.  When a facility is replaceable in
the market, the market approach assumes that value tends to be set at the
price of acquiring an equally desirable substitute facility.  Since health
care market
conditions change and frequently are subject to regulatory and financing
environments, adjustments need to be considered.  These adjustments also
consider the operating differences, such as services and demographics.

		Cost Approach:  This valuation approach estimates the value
of the tangible assets only.  Value is represented by the market value of the
land plus the depreciated reproduction cost of all improvements and equipment.

		In general, the Income and Sales Comparison Approaches are
to be considered the best representation of value, because they cover both
tangibles and intangible assets, consider the operating characteristics of the
business and have the most significant influence on attracting potential
investors.

		The appraised values submitted by the three appraisers shall
be ranked from highest value to middle value to lowest value, the appraised
value (highest or lowest) which is furthest from the middle appraised value
shall be discarded, and the remaining two appraised values shall be averaged
to arrive at fair market value.

		In determining the fair market value of a Project Entity, the
assumption shall be made that the Management Agreement will continue
indefinitely and that the percentage management fee would continue to be
charged to the applicable Project Entity.   Each appraiser selected hereunder
shall be a reputable appraisal firm which has substantial experience in
appraising commercial real estate, which shall mean that at a minimum the
appraiser must be state certified, a member in good standing with the American
Institute of Real Estate Appraisers and a member in good standing with the
Appraisal Institute.  All appraisers shall have complete access to the
relevant books and records of the Project Entity they are appraising during
the conduct of their appraisals.  If the fair market value of a Project Entity
is finally determined in accordance with this Section 3.8(C), and a put or call
option is exercised within four (4) months from the date of such final
determination, then such fair market value shall be used in connection with
the purchase and sale occurring as a result of such exercise.
<PAGE.

	D)	If JOINT VENTURE PARTNER exercises its put option,
SGH may elect to pay the purchase price in either cash or SGH common stock.
SGH shall make such election by written notice to JOINT VENTURE PARTNER  within
thirty (30) days following the date on which JOINT VENTURE PARTNER exercises its
put option or, if later, within ten (10)
days following the final determination of the fair market value of the SGH
stock if such election is made by SGH after the exercise of the put option as
hereafter provided.

		If SGH exercises its call option, SGH may elect to tender the
purchase price in either cash, or SGH common stock.  SGH shall make such
election by written notice to JOINT VENTURE PARTNER within thirty (30) days
following the date on which SGH exercises its call option or, if later, within
ten (10) days following the final determination of the fair market value of the
SGH stock if such election is made by SGH after the exercise of the call
option as hereafter provided.

	E)	If shares of SGH common stock are delivered as the purchase
price for an interest in a Project Entity, the number of shares to be delivered
to JOINT VENTURE PARTNER shall equal the purchase price divided by the value
per share of SGH common stock. The value per share shall be equal to the
average of the daily trading price for each day during the ten (10) business
days preceding the date of notice on which such shares are traded. If the fair
market value of SGH common stock is determined pursuant to this Section 3.9(e)
and a put or call option is exercised within thirty (30) days from the date
such final determination, such fair market value shall be used in connection
with the purchase and sale occurring as a result of such exercise.

	F)	The closing of a purchase and sale pursuant to this Section 3.8
shall take place within ninety (90) days following the exercise of a put or
call option hereunder, provided that such ninety (90) day period shall be
extended as reasonably necessary to permit completion of any appraisal required
by this Section 3.8. At such closing, (i) JOINT VENTURE PARTNER shall
deliver to SGH the interest in the Project Entity being purchased, free and
clear of all security interests, liens and restrictions (other than restrictions
imposed by this Agreement and the Ancillary Agreements), together with such
other documents as SGH may reasonably request, and (ii) SGH shall deliver to
JOINT VENTURE PARTNER the purchase price together with such other documents
as JOINT VENTURE PARTNER may reasonably request.  The shares of any SGH stock
shall be fully paid and nonassessable.  In the event that at the time of the
exercise of an option, JOINT VENTURE
PARTNER has guaranteed any financing of a Project Entity, SGH-SUB and SGH will
use their best efforts to obtain a release of JOINT VENTURE PARTNER of such
guaranty.  If SGH-SUB and SGH are unable to obtain such a release, and following
the Closing there occurs a default in the payment or performance of such
financing, SGH-SUB and SGH will jointly and severally indemnify JOINT VENTURE
PARTNER for any damages, costs and expenses (including reasonable attorneys'
fees) which JOINT VENTURE PARTNER incurs pursuant to its guaranty as provided
in Section 9.2(C).
<PAGE>
	H)	Notwithstanding any provision contained in this Section 3.8
to the contrary:

		(i)	if a put or call option is exercised, such purchase may
be made by an Affiliate of SGH so as to preserve the legal existence of the
Project Entity, but no such assignment shall relieve SGH from any obligations
to JOINT VENTURE PARTNER;

		(ii)	any real estate transfer fee which arises in connection
with any purchase and sale hereunder shall be borne equally by the parties;

		(iii)	equitable adjustments shall be made (in the case of the
value of a project Entity) for any distributions or capital contributions
which occur between the date of the determination of the fair market value of
the Project Entity and the closing and (in the case of the value of the SGH
stock) for any dividends, 	stock splits,  stock dividends,  recapitalizations or
reorganizations which occur between the date of the determination of the fair
market value of SGH and the closing;

		(iv)	JOINT VENTURE PARTNER shall not be entitled to
exercise its put option for a Project Entity if the Project Entity is in
default in the financing for any Facility owned by such Project Entity; or

		(v)	if SGH is required to obtain any exemption from
federal or state securities laws to enable the shares of SGH-SUB stock to be
issued to JOINT VENTURE PARTNER, the costs thereof (including attorneys' fees)
shall be borne equally by the parties.

	I)	In the event that an Affiliate of JOINT VENTURE
PARTNER is designated by JOINT VENTURE PARTNER to own an interest in a Project
Entity, then as a condition thereto the Project Entity shall execute in form
and substance reasonably satisfactory to SGH-SUB an agreement in which the
JOINT VENTURE PARTNER Affiliate agrees to be bound by the provisions of this
Agreement applicable to such JOINT VENTURE PARTNER Affiliate, including
without limitation the provisions of this Section 3.8.

	3.9		Investment Intent.  Any shares of SGH stock acquired
pursuant to Section 3.8 will be acquired by JOINT VENTURE PARTNER or the
appropriate JOINT VENTURE PARTNER Affiliate for investment
only and not with a view to resell or otherwise distribute them, and JOINT
VENTURE PARTNER or the appropriate JOINT VENTURE PARTNER
Affiliate shall not sell, transfer, give, pledge or otherwise transfer or
dispose of the shares, or any of them, unless and until, in the written
opinion of counsel to JOINT VENTURE PARTNER or the appropriate JOINT
VENTURE PARTNER Affiliate reasonably acceptable to SGH, such sale,
transfer, pledge or other disposition of the shares, or any of them, does not
contravene any provision of the federal securities laws or applicable state
securities laws.  JOINT VENTURE PARTNER and each appropriate JOINT
VENTURE PARTNER Affiliate acknowledges that SGH may cause the
stock certificate(s) representing the shares to have the following legend
printed or typed thereon:
<PAGE>
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), or the
securities laws of any state.  No transfer of the shares represented by
this certificate may be made without compliance with or exemption
from the Act and other applicable securities laws, as evidenced by a
written opinion of counsel to the holder hereof reasonably acceptable
to SGH.

	3.10		Noncompetition.

	A)	During the Development Term, without the prior written
consent of SGH or SGH-SUB,  neither JOINT VENTURE PARTNER nor any JOINT
VENTURE PARTNER Affiliate shall directly or indirectly own, operate, develop,
construct, manage or participate in the ownership, development, construction,
operation or management of an assisted living, dementia or other specialty
care facility for the elderly located in the Territory.  In addition, as long
as SGH, SGH-SUB or JOINT VENTURE PARTNER or any JOINT VENTURE PARTNER Affiliate
jointly own equity interests in any Project Entity, and for a period of one (1)
year thereafter,  neither JOINT VENTURE PARTNER or JOINT VENTURE
PARTNER Affiliate will, without the prior written consent of SGH or SGH-SUB,
directly or indirectly own, operate, develop, construct, manage or participate
in the ownership, development, construction, operation or management of an
assisted living, dementia or other specialty care facility for the elderly
located within twenty-five (25) miles from any Facility owned by such Project
Entity.

	B)	The restrictions on JOINT VENTURE PARTNER set forth in Section 3.10 (A)
shall also apply to the shareholders of
JOINT VENTURE PARTNER and their Family Members, and any entities directly or
indirectly Controlled by any one or more of them.

	C)	The restrictions set forth in Section 3.10 (A) are subject to the following
exceptions:

		(i)	such restrictions shall not be considered violated by
reason of JOINT VENTURE PARTNER or its members or shareholders, their Family
Members, or entities directly or indirectly Controlled by any of
them, developing, owning and/or constructing skilled nursing home facilities
located in the Territory which requires a certificate of need or the equivalent;
and

		(ii)	such restrictions shall not be considered violated by
reason of JOINT VENTURE PARTNER or any JOINT VENTURE PARTNER Affiliate owning
less than a five percent (5%) interest in a legal entity that owns, develops,
constructs, operates or manages any assisted care or dementia or other special
care facilities and whose shares of stock are traded on a nationally recognized
stock exchange or traded in the over-the-counter market.
<PAGE>
	D)	Each party hereby agrees that the restrictions set forth in this
Section 3.10 are founded on valuable consideration and are reasonable in
duration and geographic area in view of the circumstances under which this
Agreement is executed and that such restrictions are necessary to protect the
legitimate interests of the parties.  In the event that any provision of this
Section 3.10 is determined to be invalid by any arbitrator or court of competent
jurisdiction, the provisions of this Section 3.10 shall be deemed to have been
amended and the parties agree to execute any documents and take whatever
action is necessary to evidence such amendment, so as to eliminate or modify
any such invalid provision and to carry out the intent of this Section 3.10 to
render the terms of this Section 3.10 enforceable in all respects as so
modified.

	E)	Each party acknowledges and agrees that irreparable injury
may result to the other party and/or a Project Entity if the other party
breaches any covenant contained in this Section 3.10 and that the remedy at
law for the breach of any such covenant will be inadequate.  Therefore, if
any party shall
engage in any act in violation of any of the provisions of this Section 3.10,
the other party and the affected Project Entity (or either of them) shall be
entitled, in addition to such other remedies and damages as may be available
to either or both of them at law or under this Agreement, to injunctive relief
to enforce the provisions of this Section 3.10.

	3.11		Confidentiality.  The parties will at all times hold and
cause their consultants and advisors to hold in confidence the information
contained in this Agreement.  In addition, each party (the "receiving party")
will at all times hold and cause its advisors and representatives to hold in
strict confidence all documents, materials and other information concerning
the other parties (the "disclosing party"), which have been or will be
furnished by the disclosing party to the receiving parties or their employees,
advisors and representatives in connection with the transactions contemplated
by this Agreement and which are designated as confidential.  All such
information shall be disclosed by a receiving party only to its employees,
advisors and representatives engaged in the evaluation of such information.
If the transactions contemplated by this Agreement are not consummated,
regardless of the reason therefor, such confidence will be maintained by the
receiving party, except to the extent such information (a) was previously
known to the receiving party prior to disclosure by the disclosing party, (b)
is in the public domain through no fault of the receiving party, (c) is lawfully
acquired by the receiving party from a third party under no obligation of
confidence to the disclosing party, or (d) is required by any law or by any
governmental or judicial body to be disclosed.  Such documents and
information will not be used to the detriment of the disclosing party or
otherwise in any manner and all documents, materials and other written
information provided by the disclosing party to the receiving party, including
all copies and extracts thereof, will be returned to the disclosing party
immediately upon its written request.
<PAGE>
	3.12		Further Assurances.  Following each Closing, each
party shall execute such further documents and perform such further acts as
may be reasonably necessary to consummate the transactions contemplated
by this Agreement and the Ancillary Agreements in accordance with the
terms hereof and thereof and to more effectively carry out the transactions
contemplated hereby and thereby.

	3.13		Liens and Encumbrances.  Each of SGH-SUB and
JOINT VENTURE PARTNER, and any JOINT VENTURE PARTNER
Affiliate acquiring an interest in a Project Entity, agrees to keep its
ownership interest in each such entity free and clear from any and all
security interests, liens and restrictions in favor of third parties.

	3.14		Public Statement.  JOINT VENTURE PARTNER
shall consult with SGH prior to issuing any press release or making any other
public statement (including, direct communications with third parties or
family members) with respect to the transactions contemplated hereby, and
will not issue any such release or make any such statement without the
approval of SGH (which may be denied in the sole discretion of SGH),
except as required pursuant to any state or federal securities law or by the
rules and regulations of any relevant securities exchange or quotation system
upon which a party's securities are then traded.  JOINT VENTURE
PARTNER acknowledges that its breach of the provisions of this Section
3.14, may result in the assessment of fines, penalties and/or civil liabilities
by the Securities and Exchange Commission, state securities commissions, and
others.


	ARTICLE 4
REPRESENTATIONS AND WARRANTIES AND ADDITIONAL
COVENANTS
	OF SGH-SUB AND SGH

	SGH-SUB and SGH, jointly and severally, hereby represent and
warrant to JOINT VENTURE PARTNER, as of the date of this Agreement
and each further covenants that SGH and SGH-SUB shall hereafter represent
and warrant to JOINT VENTURE PARTNER as of each Closing Date that:

	4.1		Organization.  SGH-SUB is a corporation validly
existing and in good standing under the laws of the State of Kansas and has
full corporate power and corporate authority to conduct its business as
presently conducted and to become an owner of the Project Entities.  SGH-SUB
is duly qualified to transact business as a foreign corporation in the State
of domicile of each Project Entity.

	4.2		Authorization; Enforceability.  The execution,
delivery and performance by SGH and SGH-SUB of this Agreement and the
SGH-SUB Ancillary Agreements are within the corporate power of SGH-SUB and
SGH, respectively, and have been duly authorized by all necessary
corporate action by SGH and SGH-SUB.  This Agreement and the SGH-SUB
Ancillary Agreements, when executed and delivered by SGH-SUB, will be
the valid and binding obligations of SGH-SUB, enforceable against SGH-SUB in
accordance with their respective terms.
<PAGE>
	4.3		No Violation or Conflict.  The execution, delivery
and performance by SGH and SGH-SUB of this Agreement and the SGH-SUB Ancillary
Agreements will not conflict with or violate any law,
judgment, order, or decree, the Articles of Incorporation or Bylaws of SGH-SUB
or SGH, or any contract or agreement to which either is a party or by
which it is respectively bound.

	4.4		Brokers.  Neither SGH or SGH-SUB nor any Affiliate
of SGH has incurred any brokers', finders' or any similar fee in connection
with the transactions contemplated by this Agreement or the SGH Ancillary
Agreements other than usual and customary fees and commissions paid to
third party brokers in connection with the acquisition of real estate.

	4.5		Litigation.  There is no litigation, arbitration,
proceeding, governmental investigation, citation or action of any kind
pending or, to the knowledge of SGH-SUB or SGH, proposed or threatened,
against SGH which could have a material adverse effect on the transactions
contemplated hereby.  There is no action, suit or proceeding against either
SGH-SUB or SGH by any person or entity which questions the validity,
legality or propriety of the transactions contemplated by this Agreement or
the SGH Ancillary Agreements.

	4.6		Governmental Approvals.  No permission, approval,
determination, consent or waiver by, or any declaration, filing or registration
with, any governmental or regulatory authority is required on the part of
SGH-SUB or SGH in connection with its execution and delivery of this
Agreement and the Ancillary Agreements and the consummation by it of the
transactions contemplated hereby and thereby.

	4.7		Required Consents.  There are no approvals or
consents which SGH-SUB or SGH are required to obtain from any third
parties to enter into this Agreement or the SGH-SUB Ancillary Agreements
which have not been obtained.

	4.8		Representations and Warranties True and Correct
at Closing.  Except as specifically disclosed by SGH-SUB and/or SGH to
JOINT VENTURE PARTNER in writing prior to or at the Initial Closing
Date with respect to matters arising after the date of this Agreement, the
representations and warranties of SGH-SUB and SGH set forth in this Article
4 shall be true and correct as of each Closing.


	ARTICLE 5
	REPRESENTATIONS AND WARRANTIES AND ADDITIONAL COVENANTS
	OF JOINT VENTURE PARTNER

	JOINT VENTURE PARTNER hereby represents and warrants to
SGH-SUB and SGH, respectively, as of the date of this Agreement and
further covenants that JOINT VENTURE PARTNER shall hereinafter
represent and warrant to SGH as of each Closing Date that:

	5.1		Organization.  JOINT VENTURE PARTNER is a
corporation, validly existing and in good standing under the laws of the State
of Florida  and has full power and authority to conduct its business as
presently conducted and to become an owner of the Project Entities.  Exhibit 5.1
<PAGE>
contains a correct list of the current owners of JOINT VENTURE
PARTNER and also includes which Affiliates of JOINT VENTURE
PARTNER, if any, which are currently expected to be a party to any
Ancillary Agreement.

	5.2		Authorization; Enforceability.  The execution,
delivery and performance by JOINT VENTURE PARTNER of this
Agreement and the JOINT VENTURE PARTNER Ancillary Agreements are
within the power of JOINT VENTURE PARTNER (and will be within the
power of the JOINT VENTURE PARTNER Affiliate which is a party
thereto) and have been duly authorized by all necessary action by JOINT
VENTURE PARTNER (and will be duly authorized by any JOINT
VENTURE PARTNER Affiliate prior to the execution thereof).  This
Agreement, and the JOINT VENTURE PARTNER Ancillary Agreements
when executed and delivered by JOINT VENTURE PARTNER and its
Affiliates, as applicable, will be the valid and binding obligations of JOINT
VENTURE PARTNER and/or its Affiliates, enforceable against them in
accordance with their respective terms.

	5.3		No Violation or Conflict.  The execution, delivery
and performance by JOINT VENTURE PARTNER of this Agreement and
the JOINT VENTURE PARTNER Ancillary Agreements will not conflict
with or violate any judgment, order or decree, the Articles of Organization or
Operating Agreement of JOINT VENTURE PARTNER, or any contract or
agreement to which JOINT VENTURE PARTNER is a party or by which
JOINT VENTURE PARTNER is bound.

	5.4		No Broker.  Neither JOINT VENTURE PARTNER
nor any Affiliate of JOINT VENTURE PARTNER has incurred any brokers',
finders' or any similar fee in connection with the transactions contemplated
by this Agreement or the JOINT VENTURE PARTNER Ancillary
Agreements other than usual and customary fees and commissions paid to
third party brokers in connection with the acquisition of real estate.

	5.5		No Litigation.  There is no litigation, arbitration,
proceeding, governmental investigation, citation or action of any kind
pending or, to the knowledge of JOINT VENTURE PARTNER, proposed or
threatened, against JOINT VENTURE PARTNER which could have a
material adverse effect on the transactions contemplated hereby.  There is no
action, suit or proceeding by any person or governmental agency against
JOINT VENTURE PARTNER or any JOINT VENTURE PARTNER
Affiliate which questions the legality, validity or propriety of the
transactions contemplated by this Agreement or the JOINT VENTURE PARTNER
Ancillary Agreements.

	5.6		Governmental Approvals.  No permission, approval, determination, consent
or waiver by, or any declaration, filing or registration
with, any governmental or regulatory authority is required on the part of
JOINT VENTURE PARTNER in connection with its execution and delivery
of this Agreement and the JOINT VENTURE PARTNER Ancillary
Agreements and the consummation by it of the transactions contemplated
hereby and thereby.

	5.7		Required Consents.  There are no approvals or
consents which JOINT VENTURE PARTNER is required to obtain from
third parties to enter into this Agreement or the JOINT VENTURE
PARTNER Ancillary Agreements which have not been obtained.
<PAGE>
	5.8	Representations and Warranties True and Correct at
Closing.  Except as specifically disclosed by JOINT VENTURE PARTNER
to SGH-SUB and SGH in writing prior to or at the Initial Closing Date with
respect to matters arising after the date of this Agreement, the representations
and warranties of JOINT VENTURE PARTNER set forth in this Article 5
shall be true and correct as of each Closing.


	ARTICLE 6
	CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
	JOINT VENTURE PARTNER

	Each and every obligation of JOINT VENTURE PARTNER to be
performed on any Closing Date shall be subject to the satisfaction prior to or
at each Closing of the following conditions:

	6.1		Compliance with Agreement.  SGH-SUB and SGH
shall each have performed and complied with all of its obligations under this
Agreement which are to be performed or complied with by it prior to or at
such Closing.

	6.2		Proceedings and Instruments Satisfactory.  All
proceedings, corporate or otherwise, to be taken by SGH-SUB or SGH in
connection with the transactions contemplated by this Agreement, and all
documents incident thereto, shall be reasonably satisfactory in form and
substance to JOINT VENTURE PARTNER, and SGH-SUB and SGH shall
have made available to JOINT VENTURE PARTNER for examination the
originals or true and correct copies of all documents which JOINT
VENTURE PARTNER may reasonably request and SGH-SUB and SGH can
reasonably obtain in connection with the transactions contemplated by this
Agreement.

	6.3		No Litigation.  No investigation, suit, action or other proceeding shall
be threatened or pending before any court or governmental
agency that seeks restraint, prohibition, damages or other relief in connection
with this Agreement or the consummation of the transactions contemplated
hereby.

	6.4		Representations and Warranties.  The
representations and warranties made by SGH-SUB and SGH in this
Agreement shall be true and correct as of each Closing Date with the same
force and effect as though such representations and warranties had been made
on each Closing Date.

	6.5		Deliveries at Closing.  SGH-SUB and SGH shall have
delivered or caused to be delivered to JOINT VENTURE PARTNER the
documents provided for in this Agreement, together with such certificates and
documents of officers of SGH-SUB and/or SGH and of public officials as
shall be reasonably requested by JOINT VENTURE PARTNER's counsel to
establish the existence and status of SGH-SUB and SGH and the due
authorization by SGH-SUB and SGH of this Agreement, the Ancillary
Agreements to which either is a party and the consummation by SGH-SUB
and/or SGH of the transactions contemplated hereby and thereby.
<PAGE>

	ARTICLE 7
	CONDITIONS PRECEDENT TO THE OBLIGATIONS
	OF SGH-SUB AND SGH

	Each and every respective obligation of SGH-SUB and SGH to be
performed on the Closing Date shall be subject to the satisfaction prior to or
at each Closing of the following conditions:

	7.1		Compliance with Agreement.   JOINT VENTURE
PARTNER and/or its Affiliates shall have performed and complied with all
of its obligations under this Agreement which are to be performed or
complied with by it prior to or at such Closing.

	7.2		Proceedings and Instruments Satisfactory.  All
proceedings to be taken by JOINT VENTURE PARTNER and/or its
Affiliates in connection with the transactions contemplated by this
Agreement, and all documents incident thereto, shall be reasonably
satisfactory in form and substance to SGH-SUB, and JOINT VENTURE
PARTNER and/or its Affiliates shall have made available to SGH-SUB and
SGH for examination the originals or true and correct copies of all documents
which SGH-SUB may reasonably request and JOINT VENTURE PARTNER
can reasonably obtain in connection with the transactions contemplated by
this Agreement.

	7.3		No Litigation.  No investigation, suit, action or other
proceeding shall be threatened or pending before any court or governmental
agency that seeks restraint, prohibition, damages or other relief in connection
with this Agreement or the consummation of the transactions contemplated
hereby.

	7.4		Representations and Warranties.  The
representations and warranties made by JOINT VENTURE PARTNER in
this Agreement shall be true and correct as of each Closing Date with the
same force and effect as though such representations and warranties had been
made on each Closing Date.

	7.5		Deliveries at Closing.  JOINT VENTURE PARTNER
and/or JOINT VENTURE PARTNER's Affiliates shall have delivered or
caused to be delivered to SGH-SUB or SGH, as the case may be, the
documents provided for in this Agreement, together with such certificates and
documents of officers of JOINT VENTURE PARTNER and/or JOINT
VENTURE PARTNER's Affiliates and of public officials as shall be
reasonably requested by SGH's or SGH-SUB's counsel to establish the
existence and status of JOINT VENTURE PARTNER and/or JOINT
VENTURE PARTNER's Affiliates and the due authorization by JOINT
VENTURE PARTNER and/or JOINT VENTURE PARTNER's Affiliates of
this Agreement, each Ancillary Agreement to which it is a party and the
consummation by JOINT VENTURE PARTNER and/or JOINT VENTURE
PARTNER's Affiliates of the transactions contemplated hereby or thereby.
<PAGE>

	ARTICLE 8
	CLOSING; DELIVERIES AT CLOSING

	8.1		Closing.  Each Closing shall occur on such date as the
parties hereto may mutually agree upon in writing, but the first of the same
shall occur  no later than the Initial Closing Date, at such place as the
parties hereto may mutually upon.

	8.2		Actions at Closing.  At the Closing, SGH-SUB, SGH
and/or JOINT VENTURE PARTNER or its Affiliates, as applicable, shall
take or cause to be taken the following actions:

	A)	Operating Agreement.  SGH-SUB and JOINT VENTURE
PARTNER shall enter into the  Operating Agreement pursuant to which SGH-SUB
and JOINT VENTURE PARTNER or JOINT VENTURE PARTNER's Affiliate shall form a
Project Entity.  In addition, at the Closing, SGH-SUB and JOINT VENTURE
PARTNER or its Affiliate shall remit the capital contributions to such Project
Entity referred to in the Capital Investment Schedule.

	B)	Other Actions and Deliveries.  Each party shall have deliver
or cause to be delivered to the other party such other certificates and
documents as may be reasonably requested by such other party's counsel to
establish the existence and status of the first party, the due authorization
by the first party of this Agreement and the Ancillary Agreements to which the
first party is a party and the consummation by the first party of the
transactions contemplated hereby and thereby.


	ARTICLE 9
	INDEMNIFICATION

	9.1		JOINT VENTURE PARTNER's Indemnity.
JOINT VENTURE PARTNER hereby agrees to indemnify SGH, SGH-SUB
and/or the SGH-Affiliates for and hold them harmless from and against any
and all losses, damages, costs, expenses, liabilities, obligations and claims of
any kind (including, without limitation, reasonable attorneys' fees and other
reasonable legal costs and expenses) which they may at any time suffer or
incur, or become subject to, as a result of or in connection with:

	A)	any breach or inaccuracy of any of the representations and
warranties made by JOINT VENTURE PARTNER or any JOINT VENTURE PARTNER
Affiliate in this Agreement or in any  Ancillary Agreement;

	B)	any failure by JOINT VENTURE PARTNER or any JOINT
VENTURE PARTNER Affiliate to carry out, perform, satisfy or discharge any of
its covenants, agreements, undertakings, liabilities or obligations under
this Agreement or under any Ancillary Agreement;
<PAGE>
	C)	any payments by SGH-SUB or SGH with respect to any
obligations of a Project Entity which is jointly owned by SGH-SUB and JOINT
VENTURE PARTNER or an Affiliate of JOINT VENTURE PARTNER, which at the time
of payment have been jointly guaranteed by SGH-SUB and/or SGH and JOINT
VENTURE PARTNER and/or JOINT VENTURE PARTNER's Affiliates, to the extent such
payments by either or both of them exceed SGH-SUB's proportionate share of
such obligations, based on its Percentage Interest in such Project Entity; or

	D)	any suit, action or other proceeding brought by any Person
against  SGH-SUB, SGH, any SGH Affiliate or the Company arising out of, or in
any way related to, any of the matters referred to in Section 9. 1 (A), 9. 1 (B)
or 9. 1 (C) hereof.

	9.2		SGH-SUB's and SGH's Indemnity.  SGH-SUB and
SGH hereby agree to jointly and severally indemnify JOINT VENTURE
PARTNER, and/or JOINT VENTURE PARTNER's Affiliates for and hold
them harmless from and against any and all losses, damages, costs, expenses,
liabilities, obligations and claims of any kind (including without limitation,
reasonable attorneys' fees and other reasonable legal costs and expenses)
which they may at any time suffer or incur, or become subject to, as a result
of or in connection with:

	A)	any breach or inaccuracy of any of the representations and
warranties made by SGH-SUB or SGH in this Agreement or in any Ancillary
Agreement;

	B)	any failure by SGH-SUB or SGH to carry out, perform,
satisfy or discharge any of their covenants, agreements, undertakings,
liabilities or obligations under this Agreement or under any Ancillary
Agreement;

	C)	any payments by JOINT VENTURE PARTNER or any of its
Affiliates with respect to any obligations of Project Entity which have been
jointly guaranteed by JOINT VENTURE PARTNER or any of its Affiliates and
SGH-SUB or SGH, to the extent such payments exceed JOINT VENTURE PARTNER's or
such Affiliate's proportionate share of such
obligations, based on its Percentage Interest in such Project Entity (or
after JOINT VENTURE PARTNER or its Affiliate has sold its interest in such
Project Entity to SGH pursuant to Section 3.8, to the extent of all such
payments by JOINT VENTURE PARTNER or such Affiliate); or

	D)	any suit, action or other proceeding brought by any Person
against JOINT VENTURE PARTNER, any JOINT VENTURE PARTNER Affiliate or the
Company arising out of, or in any way related to, any of the matters referred
to in Section 9.2(A), 9.2(B) or 9.2(C) hereof.

	9.3		Provisions Regarding Indemnities.

	A)	The indemnification obligations of JOINT VENTURE
PARTNER, JOINT VENTURE PARTNER's Affiliates, SGH-SUB and SGH under Sections
9.1 and 9.2, respectively, shall survive for the applicable statute of
<PAGE>
limitations.  Delivery of any written demand for indemnification by an
indemnified party shall toll the survival period for the subject of the
particular demand and, once notice is given, the indemnified party may pursue
the particular claim to its conclusion to the extent permitted by applicable
law.

	B)	The indemnified party shall promptly notify the indemnifying
party in writing and in reasonable detail of any claim, demand, action or
proceeding for which indemnification will be sought under Section 9.1 or
Section 9.2 of this Agreement, and if such claim, demand, action or proceeding
is a third party claim, demand, action or proceeding, the indemnifying party
will have the right at its expense to assume the defense
thereof using counsel reasonably acceptable to the indemnified party.  The
indemnified party shall have the right to participate, at its own expense,
with respect to any such third party claim, demand, action or proceeding.  In
connection with any such third party claim, demand, action or proceeding, the
parties shall cooperate with each other and provide each other with access to
relevant books and records in their possession.  No such third party claim,
demand, action or proceeding shall be settled without the prior written
consent of the indemnified party, such consent not to be unreasonably withheld
or delayed.


		ARTICLE 10
	TERMINATION

	10.1		Termination.  The parties acknowledge that time is of the essence hereof.
  In addition to the termination rights set forth in
Section 1.15, this Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time hereafter as follows:

	A)	by mutual written agreement of SGH-SUB and JOINT
VENTURE PARTNER;

	B)	by JOINT VENTURE PARTNER if any of the conditions set
forth in Article 6 of this Agreement have not been timely fulfilled by SGH-SUB;

	C)	by SGH-SUB if any of the conditions set forth in Article 7 of
this Agreement have not been timely fulfilled by JOINT VENTURE PARTNER; or

	D)	by SGH-SUB, at any time upon sixty (60) days prior written
notice to JOINT VENTURE  PARTNER.

In the event of termination by JOINT VENTURE PARTNER or SGH-SUB
pursuant to Section 10.1(B) or 10.1(C), respectively, as a result of a breach
by the other party of any of its representations, warranties, agreements or
obligations contained herein, the terminating party shall be entitled to any
remedies available to it at law or in equity.
<PAGE>

	ARTICLE 11
	MISCELLANEOUS

	11.1		Entire Agreement; Amendment.  This Agreement
and the other agreements and documents executed in connection herewith,
constitute the entire agreement between the parties pertaining to the subject
matter of this Agreement, and supersedes all prior agreements, promises,
covenants, arrangements, communications, representations or warranties,
whether oral or written, by any officer, employee or representative of any
party hereto.  No amendment, supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by the party to be
bound thereby.

	11.2		Fees and Expenses.  Whether or not the transactions
contemplated by this Agreement are consummated, and except as expressly
provided herein or in any Ancillary Agreement, each of the parties hereto
shall pay the fees and expenses of its respective counsel, accountants,
brokers, consultants, investment bankers and other experts incident to the
negotiation and preparation of this Agreement and the consummation of the
transactions contemplated by this Agreement.

	11.3		Applicable Law.  All questions concerning the
construction, validity, and interpretation of this Agreement and the
performance of the obligations imposed by this Agreement shall be governed
by the internal law, not the law of conflicts, of the State of Kansas.

	11.4		Binding Effect; Assignment.  This Agreement and all
of the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto without the prior written consent of the
other party, whether by operation of law or otherwise.

	1 1.5 		Notices.  Each notice, request, demand or other
communication ("Notice") by either party to the other party pursuant to this
Agreement shall be in writing and shall be personally delivered or sent by U.S.
certified mail, return receipt requested, postage prepaid, or by nationally
recognized overnight commercial courier, charges prepaid, or by facsimile
transmission (but each such Notice sent by facsimile transmission shall be
confirmed by sending an original thereof to the other party by U.S. mail or
commercial courier as provided herein no later than the following business
day), addressed to the address of the receiving party set forth below or to such
other address as such party shall have communicated to the other party in
accordance with this Section.  Any Notice hereunder shall be deemed to have
been given and received on the date when personally delivered, on the date of
sending when sent by facsimile, on the third business day following the
date of sending when sent by mail or on the first business day following the
date of sending when sent by commercial courier.
<PAGE>
If to JOINT VENTURE PARTNER:		SDR Development, Inc.
						4 Sawgrass Village Drive, Suite 200 E
						Ponte Vedra Beach, Florida 32082

	 with a copy to:			____________________________
						____________________________
						____________________________


If to SGH-SUB				Coventry Corporation
						c/o STERLING HOUSE CORPORATION
						453 S. Webb Road, Suite 500
						Wichita, Kansas
 					Attn:	Mr. Timothy Buchanan
						Fax:	(316) 681-1517


If to SGH					STERLING HOUSE CORPORATION
						453 S. Webb Road, Suite 500
						Wichita, Kansas
						Attn:	Mr. Timothy Buchanan
						Fax:	(316) 681-1517



	11.6		Counterparts.  This Agreement may be executed in
several counterparts, each of which shall be deemed an original, but such
counterparts shall together constitute but one and the same Agreement.

	11.7		Headings.  The Article and Section headings shall
be deemed an original, but such counterparts shall together constitute  but
one and the same Agreement.

	11.8 		Construction.  Common nouns shall be deemed to
refer to the masculine, feminine, neuter, singular and plural, as the identity
of the person may in the context  require.  References to Sections herein
include all subsections which are subsidiary to the Section referred to.  No
provision of this Agreement shall be construed in favor of or against any
party hereto by reason of the extent to which any such party or its counsel
participated in the drafting thereof.

	11.9		Severability.  If any provision, clause or part of this
Agreement, or the application thereof under certain circumstances, is held
invalid, the remainder of this Agreement, or the application of such
provision, clause or part under other circumstances, shall not be affected
thereby unless such invalidity materially impairs the ability of the parties
to consummate the transactions contemplated by this Agreement.
<PAGE>
	11.10		Knowledge.  Any representation, warranty,
covenant or statement which is made to the knowledge of any party to this
Agreement shall require that such party make reasonable investigation and
inquiry with respect thereto to ascertain the correctness and validity
thereof.

	11.11		 Survival.  All representations and warranties of the
parties contained in this Agreement or made pursuant to this Agreement
shall survive the Closing Date and the consummation of the transactions
contemplated by this Agreement for the applicable statute of limitations.
All obligations under this Agreement which expressly or implicitly by
their nature survive the expiration or termination of this Agreement shall
continue in full force and effect subsequent to and notwithstanding the
expiration or termination of this Agreement and until they are satisfied in
full or by their nature expire.

	11.12 		Waiver of Compliance.  Any failure of SGH-SUB,
SGH or JOINT VENTURE PARTNER or JOINT VENTURE
PARTNER's Affiliate, to comply with any obligation, covenant, agreement
or condition  contained herein may be expressly waived in writing by
JOINT VENTURE PARTNER or JOINT VENTURE PARTNER's
Affiliate, or SGH-SUB or SGH, respectively, but such waiver or failure to
insist upon strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.

	11.13		Third Parties.  Except as specifically set forth or
referred to herein, nothing herein expressed or implied is intended or shall
be construed to confer upon or give to any Person other than the parties
hereto and their successors or assigns, any rights or remedies under or by
reason of this Agreement.

	11.14		Trademark and/or Service Marks.  SGH shall
have the right to monitor and control the quality of the goods and services
associated with its trademarks and service.  All goodwill and other benefits
accruing through the use of such marks shall inure solely to the benefit of
SGH.

	11.15		Additional Remedies.       In addition to, and not in
lieu of any legal remedies to which SGH might otherwise be entitled, in
the event that JOINT VENTURE PARTNER or any affiliate of JOINT
VENTURE PARTNER fails to make any capital contribution required
under the terms of the Capital Investment Schedule, SGH-SUB shall be
entitled following ten (10) days written notice to such defaulting entity to
cancel the membership interest in any Project Entity of such defaulting
entity.  By execution of this Agreement, JOINT VENTURE PARTNER
does hereby appoint SGH-SUB as it's attorney-in-fact  to cause any
membership certificate that may have been issued to such defaulting party
to be canceled. Thereupon, such defaulting party shall no longer be
deemed to be a member of, or to otherwise hold any beneficial interest in,
such Project Entity (or its assets) and shall forfeit all claims to any
distributions to which such defaulting party may have otherwise been
entitled and to all capital contributions that may have been previously
remitted.
<PAGE>
	IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed as of the day and year first above written.

					STERLING HOUSE CORPORATION

					By: 	___________________________________
					      	Timothy J. Buchanan
					Its: 	Chief Executive Officer

								"SGH"

					COVENTRY CORPORATION


					  By:

					     	Steven L. Vick
					  Its:	President
								"SGH-SUB"


					SDR DEVELOPMENT, INC.

					By:

						Stephen D. Russell
					Its: 	President

							"JOINT VENTURE PARTNER"
<PAGE>
EXHIBIT 1.27

NON-EXCLUSIVE TERRITORY


The States of:	Florida
			Indiana
			North  Carolina
			Ohio
			Oklahoma
			South Carolina

or such other locations, in such other states, as the parties may agree

<PAGE>

	EXHIBIT 3.1

	OPERATING AGREEMENT
<PAGE>
EXHIBIT 3.2

	CAPITAL INVESTMENT SCHEDULE

A)	$100,000 upon execution of the Joint Venture Agreement, with
such funds to be held in trust to fund the capital contributions required
hereunder and applied at the rate of $20,000 per Facility toward the payments
otherwise required under B (1) below, until exhausted;

B)	As to each Project Facility:

	1)	$20,000 upon closing of the purchase of the real estate*;

	2)	up to an aggregate of $100,000 upon the issuance of the
Facility's Certificate of Occupancy upon the request of the Manager of the
Limited Liability Company*;

	3)	up to an aggregate of $150,000 within 90 days following
the issuance of Facility's Certificate of Occupancy upon the request of the
Manager of the Limited Liability Company*; and

	4)	up to an aggregate of $200,000 within 180 days following
the issuance of the Facility's Certificate of Occupancy upon the request of
the Manager of the Limited Liability Company.
<PAGE>
	EXHIBIT 3.6

	MANAGEMENT AGREEMENT
<PAGE>
EXHIBIT 3.6(A)

	LICENSE AGREEMENT
<PAGE>
EXHIBIT 3.4(A)

	SGH-SUB RESPONSIBILITIES SCHEDULE

(i)	market research for purposes of obtaining debt and/or equity
capital for any Project Entity;

(ii)	preliminary site approval, and addressing and attempting to resolve
acquisition issues and zoning and use issues presented by Joint Venture Partner;

(iii)	obtaining construction financing;

(iv)	approving of all necessary consultants for building design and
construction; and

(v)	sales, pre-marketing and ongoing marketing services for each
Project Entity or Facility;

(vi)	obtaining state (and, if applicable, federal) licensing for Project
Entities or Facilities, and thereafter maintaining state (and, if applicable,
federal) regulatory compliance for Project Entities or Facilities.
<PAGE>
EXHIBIT 3.4(B)

	JOINT VENTURE PARTNER'S  RESPONSIBILITIES SCHEDULE
<PAGE>
EXHIBIT 2

	FACILITIES DEVELOPMENT


Such Facilities as the parties may agree upon from time to time, during the
term of this Agreement.



















<PAGE>
SCHEDULE 3.8(B)

CALL OPTION PRICE

An amount equal to the lesser of:

	 (i)	1.22 x Initial Capital Contribution of such member or

	(ii)	the amount necessary to provide such member with an
annualized Internal Rate of Return of 40% on their Initial Capital Contribution.






<PAGE>
EXHIBIT 5.1

	OWNERSHIP

NAME					NATURE AND
PERCENTAGE OF OWNERSHIP

 Stephen D. Russell                        		  Common Stock         100%