REGENT ASSISTED LIVING, INC.

                             REGISTRATION AGREEMENT


          THIS AGREEMENT is made as of December 16, 1996, between Regent
Assisted Living, Inc., an Oregon corporation (the "Com pany"), and Prudential
Private Equity Investors III, L.P., a Delaware limited partnership (the
"Purchaser").

          The parties to this Agreement are parties to a Purchase Agreement of
even date herewith (the "Purchase Agreement"). In order to induce the Purchaser
to enter into the Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the Closing under the Purchase Agreement.
Unless otherwise provided in this Agreement, capitalized terms used herein shall
have the meanings set forth in paragraph 8 hereof.

          The parties hereto agree as follows:

          1. Demand Registrations.

          (a) Requests for Registration. At any time the holders of at least
662/3% of the Registrable Securities may request registration under the
Securities Act of all or any portion of their Registrable Securities on Form S-1
or any similar long-form registration ("Long-Form Registrations") or on Form S-2
or S-3 or any similar short-form registration ("Short-Form Registrations") if
available. All registrations requested pursuant to this paragraph 1(a) are
referred to herein as "Demand Registrations". Each request for a Demand
Registration shall specify the approximate number of Registrable Securities
requested to be registered and the anticipated per share price range for such
offering. Within ten days after receipt of any such request, the Company shall
give written notice of such requested registration to all other holders of
Registrable Securities and shall include in such registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within 15 days after the receipt of the Company's notice. The
holders of Registrable Securities shall be entitled to request two Demand
Registrations in which the Company shall pay all Registration Expenses. A
registration shall not count as one of the permitted
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Demand Registrations until it has become effective, and no Demand Registration
shall count as one of the permitted Demand Registra tions unless the holders of
Registrable Securities are able to register and sell at least 90% of the
Registrable Securities requested to be included in such registration; provided
that in any event the Company shall pay all Registration Expenses in connection
with any registration initiated as a Demand Registration whether or not it has
become effective and whether or not such registration has counted as one of the
permitted Demand Registrations. All Long-Form Registrations shall be
underwritten registrations, and at the election of the holders of a majority of
the Registrable Securities included in any Demand Registration, such Demand
Registration shall be a Short-Form Registration if the Company is permitted to
use the applicable short form. The Company shall use its best efforts to make
Short-Form Registrations on Form S-3 available for the sale of Registrable
Securities.

          (b) Priority on Demand Registrations. The Company shall not include in
any Demand Registration any securities which are not Registrable Securities
without the prior written consent of the holders of at least 662/3% of the
Registrable Securities included in such registration. If a Demand Registration
is an underwritten offering and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable Securities and, if
permitted hereunder, other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities, if any, which
can be sold in an orderly manner in such offering within a price range
acceptable to the holders of a majority of the Registrable Securities initially
requesting registration, the Company shall include in such registration prior to
the inclusion of any securities which are not Registrable Securities the number
of Registrable Securities requested to be included which in the opinion of such
underwriters can be sold in an orderly manner within the price range of such
offering, pro rata among the respective holders thereof on the basis of the
amount of Registrable Securities owned by each such holder.

          (c) Restrictions on Demand Registrations.

          (i) The Company shall not be obligated to effect any Demand
Registration within 90 days after the effective date of a previous Demand
Registration.

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          (ii) The Company shall be entitled to postpone for a reasonable period
of time (but not exceeding 120 days) the filing or effectiveness of any
registration statement otherwise required to be prepared and filed by it
pursuant to paragraph 1(a) if the Company determines, in its reasonable
judgment, that (a) the Company is in possession of material information that has
not been disclosed to the public and the Company reasonably deems it to be
advisable not to disclose such information at such time in a registration
statement or (b) such registration and offering would materially and adversely
affect any financing, acquisition, corporate reorganization or other material
transaction involving the Company or any of its Affiliates (as defined in the
rules and regulations adopted under the Exchange Act) and, in any such case, the
Company promptly gives the requesting Holders of Registrable Securities written
notice of such determination, containing a general statement of the reasons for
such postponement and an approximation of the anticipated delay or (c) such
other cause as the Company shall have been advised by its investment banker make
it undesirable or unpracticable to proceed with the offering. If the Company
shall so postpone the filing of a registration statement, the requesting Holders
of Registrable Securities shall have the right to withdraw the request for
registration by giving written notice to the Company within 30 days after
receipt of the notice of postponement and, in the event of such withdrawal, such
request shall not be counted for purposes of the requests for registration to
which Holders are entitled pursuant to paragraph 1(a) and the Company shall pay
all Registration Expenses in connection with such registration. The Company may
delay a Demand Registration hereunder only once in any twelve-month period.

          (iii) Holders of Registrable Securities shall use all reasonable
efforts to effect as wide a distribution of the Registrable Securities as
reasonably practicable, including, if such distribution is pursuant to any
underwritten offering, using reasonable efforts to secure the agreement of the
underwriters to the same effect.

          (d) Selection of Underwriters. The holders of a majori ty of the
Registrable Securities included in any Demand Registra tion shall have the right
to select the investment banker(s) and manager(s) to administer the offering,
which must be reasonably acceptable to the Company.

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          (e) Other Registration Rights. Except as provided in this Agreement,
the Company shall not grant to any Persons the right to request the Company to
register any equity securities of the Company, or any securities convertible or
exchangeable into or exercisable for such securities, without the prior written
consent of the holders of at least 662/3% of the Registrable Securities;
provided that the Company may grant rights to other Persons to participate in
Piggyback Registrations so long as such rights are subordinate to the rights of
the holders of Registrable Securities with respect to such Piggyback
Registrations as provided in paragraph 2 hereof.

          2. Piggyback Registrations.

          (a) Right to Piggyback. Whenever the Company proposes to register any
of its securities under the Securities Act (other than pursuant to a Demand
Registration) and the registration form to be used may be used for the
registration of Registrable Securi ties (a "Piggyback Registration"), the
Company shall give prompt written notice to all holders of Registrable
Securities of its intention to effect such a registration and shall include in
such registration (other than registrations only of shares issued (i) for the
purpose of acquiring another company or companies or (ii) pursuant to an
employee benefit plan) all Registrable Securities with respect to which the
Company has received written requests for inclusion therein within 20 days after
the receipt of the Company's notice.

          (b) Piggyback Expenses. The Registration Expenses of the holders of
Registrable Securities shall be paid by the Company in all Piggyback
Registrations.

          (c) Priority on Primary Registrations. If a Piggyback Registration is
an underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in an orderly manner in such offering within a price range
acceptable to the Company, the Company shall include in such registration (i)
first, the securities the Company proposes to sell, (ii) second, the Registrable
Securities requested to be included in such registration, pro rata among the
holders of such Registrable Securities on the basis of the number of shares
owned

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by each such holder, and (iii) third, other securities requested to be
included in such registration.

          (d) Priority on Secondary Registrations. If a Piggyback Registration
is an underwritten secondary registration on behalf of holders of the Company's
securities, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such
offering within a price range acceptable to the holders initially requesting
such registration, the Company shall include in such registration (i) first, the
securities requested to be included therein by the holders requesting such
registration and the Registrable Securities requested to be included in such
registration, pro rata among the holders of such securities on the basis of the
number of securities owned by each such holder, and (ii) second, other
securities requested to be included in such registration.

          (e) Other Registrations. If the Company has previously filed a
registration statement with respect to Registrable Securi ties pursuant to
paragraph 1 or pursuant to this paragraph 2, and if such previous registration
has not been withdrawn or abandoned, the Company shall not file or cause to be
effected any other registration of any of its equity securities or securities
convert ible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-8 or any successor form), whether on its
own behalf or at the request of any holder or holders of such securities, until
a period of at least 90 days has elapsed from the effective date of such
previous registration.

          3. Holdback Agreements.

          (a) Each holder of Registrable Securities shall not effect any public
sale or distribution (including sales pursuant to Rule 144) of equity securities
of the Company, or any securities convertible into or exchangeable or
exercisable for such securi ties, during the seven days prior to and the 180-day
period begin ning on the effective date of any underwritten Demand Registration,
any underwritten Piggyback Registration in which Registrable Securities are
included (except as part of such underwritten registration) or any other
underwritten public offering of common stock of the Company, unless the
underwriters managing the registered public offering otherwise agree; provided
that the

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holders of Registrable Securities shall not be required to agree to a
holdback period longer than that agreed to by the officers or directors of the
Company.

          (b) The Company (i) shall not effect any public sale or distribution
of its equity securities, or any securities convert ible into or exchangeable or
exercisable for such securities, during the seven days prior to and during the
180-day period beginning on the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration (except as part of such
underwritten registration or pursuant to registrations on Form S-8 or any
successor form), unless the underwriters managing the registered public offering
otherwise agree, and (ii) shall cause each holder of its Common Stock, or any
securities convertible into or exchangeable or exercisable for Common Stock,
purchased from the Company at any time after the date of this Agreement (other
than in a registered public offering, including pursuant to an acquisition or
merger or pursuant to an employee benefit plan) to agree not to effect any
public sale or distribu tion (including sales pursuant to Rule 144) of any such
securities during such period (except as part of such underwritten registra
tion, if otherwise permitted), unless the underwriters managing the registered
public offering otherwise agree.

          4. Registration Procedures. Whenever the holders of Registrable
Securities have requested that any Registrable Securi ties be registered
pursuant to this Agreement, the Company shall use reasonable efforts to effect
the registration and the sale of such Registrable Securities in accordance with
the intended method of disposition thereof (including the registration of the
Series A Preferred, the Series B Preferred and the Warrants held by a holder of
Registrable Securities requesting registration as to which the Company has
received reasonable assurances that only Registrable Securities shall be
distributed to the public), and pursuant thereto the Company shall as
expeditiously as possible:

          (a) prepare and file with the Securities and Exchange Commission a
registration statement with respect to such Registra ble Securities and use
reasonable efforts to cause such registra tion statement to become effective
(provided that before filing a registration statement or prospectus or any
amendments or supple ments thereto, the Company shall furnish to the counsel
selected by the holders of a majority of the Registrable Securities covered by

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such registration statement copies of all such documents proposed to be filed,
which documents shall be subject to the review and comment of such counsel);

          (b) notify each holder of Registrable Securities of the effectiveness
of each registration statement filed hereunder and prepare and file with the
Securities and Exchange Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for a period of not less
than 90 days and comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement
during such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;

          (c) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amend ment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;

          (d) use reasonable efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller (provided that the Company shall not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction);

          (e) notify each seller of such Registrable Securities, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company shall
prepare

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a supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus shall not contain
an untrue statement of a material fact or omit to state any fact necessary to
make the statements therein not misleading;

          (f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and, if not so listed, to be listed on the NASD automated quotation
system and, if listed on the NASD automated quotation system, use its best
efforts to secure designa tion of all such Registrable Securities covered by
such registra tion statement as a NASDAQ "national market system security"
within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commis sion
or, failing that, to secure NASDAQ authorization for such Registrable Securities
and, without limiting the generality of the foregoing, to arrange for at least
two market makers to register as such with respect to such Registrable
Securities with the NASD;

          (g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;

          (h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including effecting a stock split or a combination of
shares);

          (i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attor ney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;

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          (j) otherwise use reasonable efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning with
the first day of the Company's first full calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (k) permit any holder of Registrable Securities which holder, in its
sole and exclusive judgment, might be deemed to be an underwriter or a
controlling person of the Company, to partici pate in the preparation of such
registration or comparable state ment and to require the insertion therein of
material, furnished to the Company in writing, which in the reasonable judgment
of such holder and its counsel should be included; and

          (l) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any common stock included in such registration statement for sale in any
jurisdiction, the Company shall use reasonable efforts promptly to obtain the
withdrawal of such order.

Each Holder of Registrable Securities as to which any registration is being
effected shall furnish to the Company in writing such information regarding such
Holder and the distribution of such Registrable Securities as the Company may
from time to time reasonably request in writing in order to comply with the
Securi ties Act, which writing shall state that such information is being
provided specifically for use in the preparation of the related registration
statement. Each Holder of Registrable Securities as to which any registration is
being effected agrees to notify the Company as promptly as practicable of any
inaccuracy or change in information previously furnished by such Holder to the
Company or of the happening of any event in either case as a result of which any
prospectus relating to such registration contains an untrue statement of a
material face regarding such Holder or the distribu tion of such Registrable
Securities or omits to state any material fact regarding such Holder or the
distribution of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and to promptly furnish to the Company any addi
tional information required to correct and update any previously furnished
information or required such that such prospectus shall not contain, with
respect to such Holder or the distribution of such Registrable Securities, an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the

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statements therein not misleading in light of the circumstances then
existing.

Each Holder of Registrable Securities agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in
paragraph 4(e), such Holder will forthwith discontinue disposition of such
Registrable Securities covered by such registration statement or prospectus
until such Holder's receipt of the copies of the supplemented or amended
prospectus relating to such registration statement or prospectus, or until it is
advised in writing by the Company that the use of the applicable prospectus may
be resumed, and has received copies of any addi tional or supplemental filings
which are incorporated by reference in such Prospectus, and, if so directed by
the Company, such Holder will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Holder's possession,
of the prospectus covering the Registrable Securities current at the time of
receipt of such notice.

          5. Registration Expenses.

          (a) All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, fees and disbursements
of custodians, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the Company (all such expenses being
herein called "Registration Expenses"), shall be borne as provided in this
Agreement, except that the Company shall, in any event, pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit or quarterly review, the expense of any liability insurance and
the expenses and fees for listing the securities to be regis-

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tered on each securities exchange on which similar securities issued by the
Company are then listed or on the NASD automated quotation system.

          (b) In connection with each Demand Registration and each Piggyback
Registration, the Company shall reimburse the holders of Registrable Securities
included in such registration for the reasonable fees and disbursements of one
counsel chosen by the holders of a majority of the Registrable Securities
included in such registration.

          (c) To the extent Registration Expenses are not required to be paid by
the Company, each holder of securities included in any registration hereunder
shall pay those Registration Expenses allocable to the registration of such
holder's securities so included, and any Registration Expenses not so allocable
shall be borne by all sellers of securities included in such registration in
proportion to the aggregate selling price of the securities to be so registered.

          6. Indemnification.

          (a) The Company agrees to indemnify, to the extent permitted by law,
each holder of Registrable Securities, its officers and directors and each
Person who controls such holder (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses caused by any
untrue or alleged untrue statement of material fact contained in any regis
tration statement, prospectus or preliminary prospectus or any amendment thereof
or supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such holder expressly for use
therein or by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supple ments thereto after the
Company has furnished such holder with a sufficient number of copies of the
same. In connection with an underwritten offering, the Company shall indemnify
such underwrit ers, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the holders of
Registrable Securities.

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          (b) In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder shall furnish to the
Company in writing such informa tion and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by such holder; provided that the obligation to indemnify
shall be indi vidual, not joint and several, for each holder and shall be
limited to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement.

          (c) Any Person entitled to indemnification hereunder shall (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice
shall not impair any Per son's right to indemnification hereunder to the extent
such failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

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          (d) The indemnification provided for under this Agree ment shall
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling Person
of such indemnified party and shall survive the transfer of securities. The
Company also agrees to make such provisions, as are reasonably requested by any
indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.

          7. Participation in Underwritten Registrations. No Person may
participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (ii) completes and executes all question
naires, powers of attorney, indemnities, underwriting agreements and other
documents required under the terms of such underwriting arrangements; provided
that no holder of Registrable Securities included in any underwritten
registration shall be required to make any representations or warranties to the
Company or the underwrit ers (other than representations and warranties
regarding such holder, such holder's ownership of and right to transfer the
Registrable Securities, and such holder's intended method of distribution) or to
undertake any indemnification obligations to the Company or the underwriters
with respect thereto, except as otherwise provided in paragraph 6 hereof.

          8. Definitions.

          (a) "Registrable Securities" means (i) any Common Stock issued upon
the conversion of any Series A Preferred issued pursuant to the Purchase
Agreement or issued upon conversion of the Series B Preferred issued pursuant to
the Purchase Agreement, (ii) any Common Stock issued upon conversion of any
Series B Preferred issued pursuant to the Purchase Agreement, (iii) any Common
Stock issued upon exercise of the Warrant issued pursuant to the Purchase
Agreement and (iv) any Common Stock issued or issuable with respect to the
securities referred to in clauses (i), (ii) and (iii) above by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities when they have been distributed to the public pursuant to an offering

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registered under the Securities Act or sold to the public through a broker,
dealer or market maker in compliance with Rule 144 under the Securities Act (or
any similar rule then in force) or repurchased by the Company or any
Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a
holder of Registrable Securities, and the Registrable Securities shall be deemed
to be in existence, whenever such Person has the right to acquire directly or
indirectly such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected, and such Person shall be entitled
to exercise the rights of a holder of Registrable Securities hereunder.

          (b) Unless otherwise stated, other capitalized terms contained herein
have the meanings set forth in the Purchase Agreement.

          9. Miscellaneous.

          (a) No Inconsistent Agreements. The Company shall not hereafter enter
into any agreement with respect to its securities which is inconsistent with or
violates the rights granted to the holders of Registrable Securities in this
Agreement.

          (b) Adjustments Affecting Registrable Securities. The Company shall
not take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of the
holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would materially and
adversely affect the marketability of such Registrable Securities in any such
registration (including, without limitation, effecting a stock split or a
combination of shares).

          (c) Remedies. Any Person having rights under any provi sion of this
Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party shall be entitled to
specific performance and other injunctive relief from any court

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of law or equity of competent jurisdiction (without posting any bond or other
security) in order to enforce or prevent violation of the provisions of this
Agreement.

          (d) Amendments and Waivers. Except as otherwise provid ed herein, the
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and holders of at least 662/3% of the Registrable
Securities.

          (e) Successors and Assigns. All covenants and agree ments in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.

          (f) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effec tive and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

          (g) Counterparts. This Agreement may be executed simul taneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute
one and the same Agreement.

          (h) Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not consti tute a part of this
Agreement.

          (i) 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 issues and questions concerning the
construction, validity, interpretation and enforcement of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in

                                     - 15 -
<PAGE>
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.

          (j) Notices. All notices, demands or other communica tions to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable overnight courier service (charges
prepaid) or mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to each Purchaser at the address indicated on the
Schedule of Purchasers and to the Company at the address indicated below:

              Before December 27, 1996:

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

              After December 27, 1996:

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

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

                                  *   *   *   *

                                     - 16 -
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.

                                       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 Adviser


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

                                     - 17 -