MASTER  LEASE  AGREEMENT

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BETWEEN

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HB-ESC  I,  LLC

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AND

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EMERITUS  CORPORATION

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DECEMBER  31,  2003

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MASTER  LEASE  AGREEMENT

     This  Master  Lease  Agreement  ("Lease")  is  made  and entered into as of
December  31,  2003  1  (the  "Effective Date") between HB-ESC I, LLC, a limited
liability  company  organized  under  the  laws  of  the  State  of  Washington
("Landlord"),  having  its  principal  office  located at 600 University Street,
Suite  2500,  Seattle,  WA  98101,  and  EMERITUS  CORPORATION,  A corporation 4
organized under the laws of the State of Washington ("Tenant"), having its chief
executive  office located at 3131 Elliott Avenue, Suite 500, Seattle, Washington
98121.

RECITALS

     A.  Landlord  is  the owner of the Leased Property and desires to lease the
Leased  Property,  as hereinafter defined, to Tenant and Tenant desires to lease
the  Leased  Property  from  Landlord  upon  the  terms set forth in this Lease.

NOW,  THEREFORE,  Landlord  and  Tenant  agree  as  follows:

ARTICLE  1:  LEASED  PROPERTY,  TERM  AND  DEFINITIONS

     1.1  Leased  Property.Landlord  hereby  leases  to Tenant and Tenant hereby
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leases  from  Landlord  the  Leased Property, subject, however, to the Permitted
Exceptions  and  subject  to  the  terms  and  conditions  of  this  Lease.

     1.2  Indivisible  Lease.This Lease constitutes one indivisible lease of the
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entire  Leased  Property.  The Leased Property constitutes one economic unit and
the Base Rent and all other provisions, have been negotiated and agreed to based
on  a  lease  of  all of the Leased Property as a single, composite, inseparable
transaction  and  would  have been materially different had separate leases or a
divisible lease been intended. Except as expressly provided herein for specific,
isolated  purposes (and then only to the extent expressly otherwise stated), all
provisions  of  this  Lease  shall apply equally and uniformly to all the Leased
Property  as  one  unit and any Event of Default under this Lease is an Event of
Default as to the entire Leased Property. The parties intend that the provisions
of  this Lease shall at all times be construed, interpreted and applied so as to
carry out their mutual objective to create a single indivisible lease of all the
Leased  Property and, in particular but without limitation, that for purposes of
any assumption, rejection or assignment of this Lease under the Bankruptcy Code,
this  is  one indivisible and non-severable lease and executory contract dealing
with  one legal and economic unit which must be assumed, rejected or assigned as
a  whole  with respect to all (and only all) the Leased Property covered hereby.
The  parties agree that the existence of more than one Landlord under this Lease
or  of  different  methods of calculating the Base Rent due to various Landlords
under  this  Lease does not affect the indivisible, non-severable nature of this
Lease. The parties may amend this Lease from time to time to include one or more
additional  Facility  Properties  as part of the Leased Property and such future
addition  to the Leased Property shall not in any way change the indivisible and
non-severable  nature  of  this  Lease and all of the foregoing provisions shall
continue  to  apply  in  full  force.

     1.3  Term.The  term  ("Term") of this Lease commences on the Effective Date
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and  expires  at  12:00  Midnight  local  time  in the City where the applicable
Facility  is  located  on

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the  day  before  the 10th anniversary of the Commencement Date (the "Expiration
Date")  it  being  understood  and agreed that Tenant has no option to renew the
Lease.

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     1.4  Definitions.Except  as  otherwise  expressly  provided,  [i] the terms
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defined  in  this section have the meanings assigned to them in this section and
include  the  plural  as  well  as  the  singular; [ii] all accounting terms not
otherwise  defined  herein have the meanings assigned to them in accordance with
generally  accepted  accounting  principles as of the time applicable; and [iii]
the  words  "herein",  "hereof', and "hereunder" and similar words refer to this
Lease  as  a  whole  and  not  to  any  particular  section.

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     "Actual Debt Service Coverage Ratio" means, for purposes of the calculation
set  forth in Section 15.10, the ratio of the Actual Net Income to Debt Service.

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     "Actual  Management  Fees"  shall  mean,  for  purposes  of  the  various
definitions contained herein and the calculations set forth in Exhibit F, actual
management  fees  paid  in  connection  with  the  operation  of  the  Facility.

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     "Actual  Net  Income"  means,  for  purposes  of  the  various  definitions
contained herein and for purposes of the calculation set forth in Section 15.10,
Net  Income  plus the amount deducted for Assumed Management Fees in calculating
Net  Income  minus  Actual  Management Fees incurred during the relevant period.

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     "Assumed  Management  Fees"  shall  mean,  for  purposes  of  the  various
definitions  contained  herein  and for purposes of the calculation set forth in
Section  15.10,  assumed  management  fees  of five percent (5%) of net resident
revenues  of the Facility (after Medicaid and Medicare contractual adjustments).

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     "ADA"  means  the federal statute entitled Americans with Disabilities Act,
42  V.S.C.  12101,~.

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     "Affiliate"  means  any person, corporation, partnership, limited liability
company, trust, or other legal entity that, directly or indirectly, controls, or
is controlled by, or is under common control with Tenant or Guarantor. "Control"
(and  the  correlative  meanings of the terms "controlled by" and ''under common
control  with")  means  the  possession, directly or indirectly, of the power to
direct  or  cause  the  direction of the management and policies of such entity.
"Affiliate"  includes,  without  limitation,  Guarantor.  An Affiliate of Tenant
shall  specifically  exclude Columbia Pacific Management, Inc., or any Affiliate
thereof,  Holiday  Retirement Corporation, or any Affiliate thereof, and Alterra
Healthcare  Corporation  or  any  Affiliate  thereof

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"Annual  Cash  Flow  Rent  Reconciliation Schedule" has the meaning set forth in

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Exhibit  D.

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     "Annual  Company  Budget"  means  Company's  projection  of  its  financial
statement  for  the  next  fiscal  year,  which shall include the balance sheet,
statement  of income, statement of cash flows, statement of shareholders' equity
and  statement  of  capital  expenditures  for  the  applicable  period.

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     "Annual  Facility  Budget"  means  Tenant's  projection  of  the  Facility
Financial  Statement  for  the  next  fiscal  year.

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     "Annual  Financial  Statements" means for Tenant, an audited balance sheet,
statement of income, and statement of cash flows for the most recent fiscal year
on a consolidated basis and means, for the Facility, an unaudited balance sheet,
statement  of  income
and  statement  of  cash  flows  of the most recent fiscal year on an individual
Facility  and,  if  applicable,  consolidated,  basis.

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     "Average  Daily  Census"  means the number determined by dividing the total
resident  days  for  a  Facility during a specific month by the actual number of
days  contained  in  that  month.

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     "Bankruptcy  Code"  means the United States Bankruptcy Code set forth in 11
U.S.C.  101  et  seq.  seq.,  as  amended  from  time  to  time.

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"Base  Rent"  has  the  meaning  set  forth  in  2.1.

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"Business  Day"  means  any  day  other  than  a  Saturday,  Sunday, or national

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holiday.

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"Cash  Flow  Rent"  has  the  meaning  set  forth  in  Exhibit  D.

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"Cash  Flow  Rent  Due"  has  the  meaning  set  forth  in  Exhibit  D.

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"Cash  Flow  Rent  Paid"  has  the  meaning  set  forth  in  Exhibit  D.

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     "CERCLA"  means  the Comprehensive Environmental Response, Compensation and
Liability  Act  of  1980,  as  amended  from  time  to  time.

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"Closing"  means  the  closing  of  the  lease of the Leased Property to Tenant.

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"Collateral"  has  the  meaning  set  forth  in  21.1.

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     "Commencement  Date" means the Effective Date if such date is the first day
of  a  month,  and  if it is not, the first day of the first month following the
Effective  Date.

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"Company"  means  Tenant.

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     "Debt  Service"  means  for  purposes  of the various definitions contained
herein  and  for  purposes of the calculations set forth in Section 15.10 and in
Exhibit  F,  for the three (3) month period prior to the determination date, the
aggregate  interest  expense  for the Facility Debt plus the aggregate amount of
principal payments due and payable during such three (3) month period (excluding
optional  prepayments).

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     "Debt  Service  Coverage Ratio" means, for purposes of the calculations set
forth  in  Section  15.10  and in Exhibit F, the ratio of the Net Income to Debt
Service.

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"Debt  Service  Rent"  has  the  meaning  set  forth  in  Exhibit  D.

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     "Effective  Capacity"  means  the  actual  number  of units utilized at the
Facility  from  time  to  time.

     "Extraordinary Income and Extraordinary Expenses" means material items of a
character  significantly  different  from  the  typical  or  customary  business
activities  of  the  Tenant  which would not be expected to recur frequently and
which  would  not  be  considered  as recurring factors in any evaluation of the
ordinary  operating  processes  of  the  Tenant's  business,  and which would be
treated  as  extraordinary  income  or  extraordinary  expenses  under  GAAP

"Effective  Date"  means  the  date  of  this  Lease.

     "Environmental  Laws"  means all federal, state, and local laws, ordinances
and  policies  the  purpose  of  which  is  to  protect  human  health  and  the
environment,  as  amended  from time to time, including, but not limited to, [i]
CERCLA;  [ii]  the  Resource  Conservation and Recovery Act; [iii] the Hazardous
Materials Transportation Act; [iv] the Clean Air Act; [ v] Clean Water Act; [vi]
the  Toxic Substances Control Act; [vii] the Occupational Safety and Health Act;
[viii]  the  Safe  Drinking  Water  Act;  and  [ix]  analogous  state  laws  and
regulations.

"Event  of  Default"  has  the  meaning  set  forth  in  8.1.

"Expiration  Date"  has  the  meaning  set  forth  in   1.3.

     "Facility"  means each facility located on a portion of the Land, including
the Facility Property associated with such Facility. References in this Lease to
"the  Facility"  shall  mean  each Facility individually unless expressly stated
otherwise.

     "Facility  Cash  Flow"  means, for purposes of the calculation of Cash Flow
Rent,  the  sum  of  (i)  the  net  income  of  the  Facility for the applicable
calculation  period  as  reflected  on  the  statement of income included in the
Facility Financial Statement and as determined in accordance with GAAP (with the
exception  of  the  method  of accounting for move in fees) less (ii) an assumed
management  fee  equal  to  five  percent  (5%) of the Facility's gross revenues
during  the  applicable calculation period and less (iii) $250 per unit per year
as  a  capital  expenditure reserve and less (iv) Insurance Payments made in the
applicable  calculation  period plus (v) the amount of management fees reflected
on  the  Facility  Financial Statement for the applicable calculation period and
plus  (vi)  the  Cash Flow Rent paid by Tenant during the applicable calculation
period  and  plus (vii) the amount of depreciation and amortization reflected on
the  Facility Financial Statement for the applicable calculation period and plus
(viii)  the general and professional liability insurance premium and SIR expense
accruals  reflected  on  the  Facility  Financial  Statement  for the applicable
calculation  period.

     "Facility  Debt"  means,  for  purposes  of the calculation of Debt Service
Rent,  the  Initial  Facility  Debt or any Refinancing Debt secured from time to
time  by  the  Facility  in  accordance  with  the  terms  of  this  Lease.

     "Facility  Financial  Statement"  means  a  financial  statement  for  each
Facility  which  shall include the balance sheet, statement of income, occupancy
census  data  (including  payor  mix),  statement  of capital expenditures and a
comparison  of  the  actual financial data versus the Annual Facility Budget for
the  applicable  period.

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     "Facility  Name"  means  the  name under which a Facility has done business
during the Term. The Facility Name in use by each Facility on the Effective Date
is  set  forth  on  the  attached  Exhibit  A.

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     "Facility  Property"  means  the portion of the Land on which a Facility is
located,  the  legal  description  of  which is set forth beneath the applicable
Facility  Name  on  Exhibit B, the Improvements on such portion of the Land, the
Related Rights with respect to such portion of the Land, and Landlord's Personal
Property  with  respect  to  such  Facility.

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"Facility  State"  means  the  State  in which a respective Facility is located.

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"Facility  States"  means, collectively, the States in which the Leased Property
is

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located.

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     "Facility Uses" means the uses relating to the operation of a Facility as a
facility  of  the  type and operating the number of units set forth on Exhibit A
with  respect  to  such  Facility.

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     "Fixtures" means all permanently affixed equipment, machinery, fixtures and
other  items  of  real  and/or  personal property (excluding Landlord's Personal
Property), including all components thereof, now and hereafter located in, on or
used  in  connection  with,  and permanently affixed to or incorporated into the
Improvements,  including,  without  limitation,  all furnaces, boilers, heaters,
electrical  equipment,  heating, plumbing, lighting, ventilating, refrigerating,
incineration,  air  and water pollution control, waste disposal, air-cooling and
air-conditioning  systems  and  apparatus,  sprinkler systems and fire and theft
protection  equipment,  built-in  oxygen  and  vacuum  systems, towers and other
devices  for  the  transmission  of  radio, television and other signals, all of
which, to the greatest extent permitted by law, are hereby deemed by the parties
hereto to constitute real estate, together with all replacements, modifications,
alterations  and  additions  thereto.

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"General  Additional  Rent"  has  the  meaning  set  forth  in  2.2.1.

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     "Government  Authorizations"  means  all  permits,  licenses,  approvals,
consents,  and  authorizations  required  to comply with all Legal Requirements,
including,  but  not  limited  to,  [i]  zoning  permits, variances, exceptions,
special  use  permits,  conditional use permits, and consents; [ii] the permits,
licenses, provider agreements and approvals required for licensure and operation
of  each  Facility  in  accordance  with  its  respective  Facility Uses and, if
applicable,  certified  as  a  provider  under  the  federal  Medicare and state
Medicaid  programs; [iii] environmental, ecological, coastal, wetlands, air, and
water permits, licenses, and consents; [iv] curb cut, subdivision, land use, and
planning  permits,  licenses,  approvals and consents; [v] building, sign, fire,
health,  and  safety  permits,  licenses,  approvals,  and  consents;  and  [vi]
architectural  reviews,  approvals,  and  consents  required  under  restrictive
covenants.

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     "Hazardous Materials" means any substance [i] the presence of which poses a
hazard  to  the health or safety of persons on or about the Land, including, but
not  limited  to,  asbestos containing materials; [ii] which requires removal or
remediation  under  any  Environmental  Law,  including, without limitation, any
substance  which  is  toxic,  explosive,  flammable,  radioactive,  or otherwise
hazardous;  or  [iii]  which  is  regulated  under  or  classified  under  any
Environmental  Law  as  hazardous  or  toxic, including, but not limited to, any
substance

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within  the  meaning  of "hazardous substance", "hazardous material", "hazardous
waste",  "toxic substance", "regulated substance", "solid waste", or "pollutant"
as  defined  in  any  Environmental  Law.

"Impositions"  has  the  meaning  set  forth  in  3.2.

     "Improvements"  means  all  buildings,  structures,  Fixtures  and  other
improvements  of  every  kind  on  any  portion  of the Land, including, but not
limited  to,  alleys,  sidewalks, utility pipes, conduits and lines (on-site and
off-site),  parking  areas  and  roadways  appurtenant  to  such  buildings  and
structures,  now  or  hereafter  situated  upon  any  portion  of  the  Land.

"Initial  Facility"  means  the  Facility  located  in  Shreveport,  Louisiana.

     "Initial Facility Debt" means that Promissory Note dated as of May 13, 1999
in the face amount of $6,480,000 executed Senior Lifestyle Shreveport, L.L.C., a
Delaware  limited  liability  company  for  the benefit of Lender, as assumed by
Landlord  by  Assumption  and  Modification  Agreement dated July 3, 2002 and as
modified  by  Modification  Agreement  dated  as  of  December 31, 2003, with an
outstanding  principal  balance  as  of  January  1,  2004  $6,204,611.60.

     "Insurance Payments" means amounts actually paid by Tenant for general and
professional liability insurance premiums allocated to the Facility during the
Lease Term and self insurance retention amounts ("SIR") with respect to claims
arising at the Facility during the Lease Term.

"Land"  means  the  real  property  described  in  Exhibit  B  attached  hereto.

     "Landlord"  means  HB-ESC I, LLC and the owner of any Additional Facilities
hereinafter  covered  by  the  terms  of  this  Lease.

     "Landlord  Affiliate"  means  any person, corporation, partnership, limited
liability  company,  trust,  or other legal entity that, directly or indirectly,
controls,  or  is controlled by, or is under common control with Landlord, other
than  Tenant.  "Control"  (and the correlative meanings of the terms "controlled
by"  and  ''under  common  control  with")  means  the  possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies  of  such  entity.

     "Landlord's  Personal  Property"  means  all  Personal  Property  owned  by
Landlord  on  the  Effective Date and located at the Facility, together with any
and  all  replacements  thereof,
and  all  Personal Property that pursuant to the terms of this Lease becomes the
property  of  Landlord  during the Term but specifically excluding all inventory
and  any  Tenant's  Property.

"Lease"  means  this  Master  Lease  Agreement,  as  amended  from time to time.

     "Lease  Documents"  means this Lease and all documents executed by Landlord
and  Tenant  relating  to  this  Lease  or  the  Facility.

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"Lease  Payments"  means  the  sum  of the Base Rent payments for the applicable

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period.

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     "Lease  Year"  means  each consecutive period of 365 or 366 days throughout
the Term. The first Lease Year commences on the Commencement Date and expires on
the  day  before  the  first  anniversary  of  the  Commencement  Date.

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     "Leased  Property"  means all of the Land, Improvements, Related Rights and
Landlord's  Personal  Property.

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     "Legal  Requirements"  means  all  laws, regulations, rules, orders, writs,
injunctions,  decrees,  certificates,  requirements,  agreements,  conditions of
participation  and  standards  of any federal, state, county, municipal or other
governmental  entity,  administrative  agency,  insurance  underwriting  board,
architectural  control  board,  private  third-party  payor,  accreditation
organization,  or  any  restrictive  covenants  applicable  to  the development,
construction, condition and operation of the Facility by Tenant for the Facility
Uses, including, but not limited to, [i] zoning, building, fire, health, safety,
sign,  and  subdivision regulations and codes; [ii] certificate of need laws (if
applicable);  [iii] licensure to operate as each Facility in accordance with its
respective  Facility Uses; [iv] Medicare and Medicaid certification requirements
(if  applicable);  [v]  the  ADA;  [vi]  any  Environmental  Laws;  and  [vii]
requirements,  conditions  and  standards for participation in third-party payor
insurance  programs  (if  applicable).

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"Lender"  means  GMAC  Commercial  Mortgage  Corporation,  a  California

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corporation.

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     "Net  Income"  means,  for  purposes  of  the various definitions contained
herein and the calculations set forth in Section 15.10 and in Exhibit F, the net
pre-tax  income  of the Facility for the applicable three (3) month period prior
to  the  determination  date  without  deduction for Actual Management Fees plus
interest  or  lease  expenses or allowances for depreciation and amortization of
the  Facility  for  the  relevant  period  to  the extent deducted from such net
pre-tax  income  minus  Extraordinary  Income to the extent included in such net
pre-tax  income plus Extraordinary Expenses to the extent deducted from such net
pre-tax income minus Assumed Management Fees for the Facility for such three (3)
month  period."

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"Organization  State"  means  the  State  in  which  an  entity  is  organized.

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     "Organizational  Documents"  means  [i]  for a corporation, its Articles of
Incorporation  certified by the Secretary of State of the Organization State, as
amended  to  date,  and its Bylaws certified by such entity, as amended to date;
[ii]  for  a partnership, its Partnership Agreement certified by such entity, as
amended  to  date, and the Partnership Certificate, certified by the appropriate
authority (if applicable), as amended to date; and [iii] for a limited liability
company, its Articles of Organization certified by the Secretary of State of the
Organization State, as amended to date, and its Operating Agreement certified by
such  entity,  as  amended  to  date.

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     "Periodic  Financial Statements" means [i] for Tenant, an unaudited balance
sheet  and  statement  of  income  for the most recent quarter; and [ii] for the
Facility,  an  unaudited Facility Financial Statement for the most recent month.

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     "Permitted  Exceptions"  means  all  easements,  liens,  encumbrances,
restrictions,  agreements  and  other title matters existing as of the Effective
Date,  including,  without  limitation,
the exceptions to title set forth on Exhibit C attached hereto, and any sublease
of  any  portion of the Leased Property made in complete accordance with Article
17.

     "Permitted  Liens"  means  [i]  liens  granted  to  Landlord;  [ii]  liens
customarily  incurred by Tenant in the ordinary course of business for items not
delinquent,  including  mechanic's liens and deposits and charges under worker's
compensation  laws;  [iii]  liens  for  taxes  and  assessments  not yet due and
payable;  [iv] any lien, charge, or encumbrance which is being contested in good
faith  pursuant  to this Lease; [ v] the Permitted Exceptions; and [vi] purchase
money financing and capitalized equipment leases for the acquisition of personal
property  provided,  however,  that  Landlord obtains a nondisturbance agreement
from  the purchase money lender or equipment lessor in form and substance as may
be  satisfactory  to  Landlord  if  the  original  cost of the equipment exceeds
$250,000.00  per  Facility.

     "Personal Property" means all machinery, equipment, furniture, furnishings,
movable  walls  or  partitions,  computers  (and all associated software), trade
fixtures  and  other  personal  property (but excluding consumable inventory and
supplies  owned by Tenant) used in connection with the Leased Property, together
with  all  replacements  and  alterations  thereof and additions thereto, except
items,  if  any,  included  within  the  definition of Fixtures or Improvements.

     "Qualified  Capital  Expenditures"  means  any amounts expended for routine
repairs  and maintenance as well as expenditures capitalized on the books of Ten
ant  for any of the following: replacement of furniture, fixtures and equipment,
including  refrigerators,  ranges,  major  appliances,  bathroom fixtures, doors
(exterior and interior), central air conditioning and heating systems (including
cooling  towers, water chilling units, furnaces, boilers and fuel storage tanks)
and replacement of siding; roof replacements, including replacements of gutters,
downspouts, eaves and soffits; repairs and replacements of plumbing and sanitary
systems;  overhaul of elevator systems; repaving, resurfacing and sealcoating of
sidewalks,  parking  lots  and driveways; repainting of entire building exterior
and  normal maintenance and repairs needed to maintain the quality and condition
of  the  Facility in the market in which it operates, but excluding Alterations.

     "Receivables"  means  [i]  all  of  Tenant's  right  to receive payment for
providing  resident  care  and  services  at  the  Facility  as set forth in any
accounts,  contract  rights,  and instruments, and [ii] those documents, chattel
paper, inventory proceeds, provider agreements, participation agreements, ledger
sheets,  files,  records,  computer  programs, tapes, and agreements relating to
Tenant's  rights  to receive payment for providing resident care services at the
Facility.

     "Refinancing  Debt" means any debt secured by a Facility upon a refinancing
of
the  Facility  Debt  provided  that for purposes of calculating the Debt Service
Rent,  (i)  the  principal  amount  thereof  shall  be  equal to the outstanding
principal  balance of the Initial Facility Debt immediately prior to the date on
which  the  first  refinancing  of  the  Initial  Facility  Debt occurs, as such
outstanding  principal  balance  may be reduced from time to time as a result of
the  application  of  the  Debt Service Rent to the payment thereof and (ii) the
amortization  period  shall  be  twenty  five (25) years from the closing of the
Refinancing  Debt  transaction  and  (iii)  the

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interest  rate  shall  be  the actual interest rate, as it may vary from time to
time,  set  forth  in  the  documents  evidencing  the  Refinancing  Debt.

     "Related  Rights"  means  all  easements,  rights  (including bed operating
rights)  and  appurtenances  relating  to  the  Land  and  the  Improvements.

"Rent"  means  Base  Rent,  General  Additional  Rent  and  Default  Rent.

"Replacement Operator" has the meaning set forth in  15.7.1. "Secured Party" has
the  meaning  set  forth  in  21.1.
"Tenant"  has the meaning set forth in the introductory paragraph of this Lease.

"Term"  has  the  meaning  set  forth  in   1.3.

ARTICLE  2:  RENT

     2.1  Base  Rent.Tenant shall pay Landlord the rent due hereunder (the "Base
          -----------
Rent") in monthly installments payable in the amounts and at the times set forth
in  Exhibit  D.

<PAGE>

2.2

Additional  Rent.

<PAGE>

     2.2.1  General  Additional  Rent.In addition to Base Rent, Tenant shall pay
            --------------------------
all other amounts, liabilities, obligations and Impositions which Tenant assumes
or  agrees to pay under this Lease including any fine, penalty, interest, charge
and  cost  which  may  be  added  for  nonpayment  or late payment of such items
(collectively  the  "General  Additional  Rent").

     2.3  Place  of  Payment  of Rent.Tenant shall make all payments of the Debt
          ----------------------------
Service  Rent  directly to the Facility Lender and all payments of the Cash Flow
Rent  to  Landlord  at  the  address  set  forth  in  this  Lease.

     2.4  Net  Lease/Guaranty  of Payment of Rent.This Lease shall be deemed and
          ----------------------------------------
construed to be an "absolute net lease", and Tenant shall pay all Rent and other
charges and expenses in connection with the Leased Property throughout the Term,
without  abatement,  deduction,  recoupment  or  set-off Landlord shall have all
legal,  equitable  and  contractual  rights,
powers  and remedies provided either in this Lease or by statute or otherwise in
the  case  of  nonpayment  of  the  Rent.

     2.5     No  Termination.  Abatement.  Etc.Except  as otherwise specifically
             ----------------------------------
provided  in  this  Lease, Tenant shall remain bound by this Lease in accordance
with  its  terms.  Tenant  shall  not,  without the consent of Landlord, modify,
surrender  or  terminate  the  Lease, nor seek nor be entitled to any abatement,
deduction,  deferment or reduction of Rent, or set-off or recoupment against the
Rent.  Except  as  expressly provided in this Lease, the obligations of Landlord
and  Tenant shall not be affected by reason of [i] any damage to, or destruction
of,  the  Leased  Property or any part thereof from whatever cause or any Taking
(as  hereinafter  defined)  of the Leased Property or any part thereof; [ii] the
lawful  or  unlawful  prohibition  of,  or restriction upon, Tenant's use of the
Leased  Property,  or  any  part  thereof,  the  interference  with

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such  use  by any person, corporation, partnership or other entity, or by reason
of  eviction  by paramount title; [iii] any claim which Tenant has or might have
against  Landlord  or  by  reason  of  any  default or breach of any warranty by
Landlord under this Lease or any other agreement between Landlord and Tenant, or
to  which  Landlord  and  Tenant  are  parties; [iv] any bankruptcy, insolvency,
reorganization,  composition, readjustment, liquidation, dissolution, winding up
or  other  proceeding  affecting  Landlord  or  any  assignee  or  transferee of
Landlord;  or  [v]  any other cause, whether similar or dissimilar to any of the
foregoing,  other  than  a  discharge  of  Tenant  or  Landlord  from  any  such
obligations  as  a  matter  of law. Except as otherwise specifically provided in
this  Lease,  Tenant  hereby  specifically  waives  all rights, arising from any
occurrence  whatsoever,  which  may now or hereafter be conferred upon it by law
[a] to modify, surrender or terminate this Lease or quit or surrender the Leased
Property  or  any  portion  thereof;  or  [b] entitling Tenant to any abatement,
reduction,  suspension  or deferment of the Rent or other sums payable by Tenant
hereunder.  The  obligations  of Landlord and Tenant hereunder shall be separate
and independent covenants and agreements and the Rent and all other sums payable
by  Tenant  hereunder  shall  continue  to  be  payable in all events unless the
obligations  to  pay  the  same
shall  be  terminated  pursuant  to  the  express provisions of this Lease or by
termination  of  this Lease other than by reason of an Event of Default. Nothing
in  this  2.5  shall  be  construed  to limit any right which Tenant may have to
bring  a separate action against Landlord for any claim which Tenant may have or
allege  to  have  against  Landlord.

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<PAGE>
ARTICLE  3:  IMPOSITIONS  AND  UTILITIES

     3.1     Payment  of  Impositions.     Tenant shall pay, as Additional Rent,
             -------------------------
all
Impositions  that  may  be levied or become a lien on the Leased Property or any
part  thereof at any time during the Term before any fine, penalty, interest, or
cost  is  incurred;  provided,  however,  Tenant  may  contest any Imposition in
accordance  with  3.7.  Tenant  shall deliver to Landlord [i] not more than five
days  after  the  due  date  of  each Imposition, copies of the invoice for such
Imposition  and  the check delivered for payment thereof; and [ii] not more than
30  days  after  the due date of each Imposition, a copy of the official receipt
evidencing  such  payment  or  other  proof of payment satisfactory to Landlord.
Tenant's  obligation  to  pay  such Impositions shall be deemed absolutely fixed
upon  the  date  such  Impositions become a lien upon the Leased Property or any
part  thereof Tenant, at its expense, shall prepare and file all tax returns and
reports  in  respect  of  any  Imposition  as  may  be  required by governmental
authorities.  Tenant  shall  be  entitled  to  any  refund  due  from any taxing
authority if no Event of Default shall have occurred hereunder and be continuing
and  if Tenant shall have paid all Impositions due and payable as of the date of
the  refund.  Landlord shall be entitled to any refund from any taxing authority
if  an  Event of Default has occurred and is continuing. Any refunds retained by
Landlord  due  to  an  Event  of  Default  shall be applied as provided in  8.8.
Landlord  and  Tenant  shall, upon request of the other, provide such data as is
maintained  by  the party to whom the request is made with respect to the Leased
Property as may be necessary to prepare any required returns and reports. In the
event  governmental  authorities  classify any property covered by this Lease as
personal  property,  Tenant shall file all personal property tax returns in such
jurisdictions where it may legally so file. Landlord, to the extent it possesses
the  same,  and  Tenant,  to  the extent it possesses the same, will provide the
other  party,  upon  request,  with  cost and depreciation records necessary for
filing  returns  for  any  property  so  classified  as personal property. Where
Landlord  is legally required to file personal property tax returns, Tenant will
be  provided  with  copies of assessment notices indicating a value in excess of
the  reported value in sufficient time for Tenant to file a protest. Tenant may,
at  Tenant's  option  and  at Tenant's sole cost and expense, protest, appeal or
institute  such  other  proceedings  as  Tenant may deem appropriate to effect a
reduction  of  real  estate  or  personal  property assessments and Landlord, at
Tenant's  expense  as  aforesaid,  shall  fully  cooperate  with  Tenant in such
protest,  appeal,  or  other  action.  Tenant  shall  reimburse Landlord for all
personal  property  taxes  paid  by  Landlord  within  30  days after receipt of
billings  accompanied  by  copies of a bill therefore and payments thereof which
identify  the  personal  property  with respect to which such payments are made.
Impositions  imposed  in  respect to the tax-fiscal period during which the Term
terminates  shall be adjusted and prorated between Landlord and Tenant as of the
termination date, whether or not such Imposition is imposed before or after such
termination,  and  Tenant's  obligation  to pay its prorated share thereof shall
survive  such  termination.

     3.2     Definition  of  Impositions."Impositions"  means, collectively, [i]
             ----------------------------
all  real
estate  and personal property ad valorem, sales and use, business or occupation,
single  business,  gross receipts, transaction privilege, rent or similar taxes;
[ii]  assessments  (including,  without  limitation,  all assessments for public
improvements  or  benefits,  whether  or not commenced or completed prior to the
date  hereof  and  whether  or  not to be completed with the Term); [iii] ground
rents,  water,  sewer  or other rents and charges, excises, tax levies, and fees
(including,  without  limitation, license, permit, inspection, authorization and
similar  fees);  [iv]  all  taxes  imposed  on Tenant's operations of the Leased
Property,  including,  without  limitation,

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employee  withholding  taxes,  income  taxes and intangible taxes; [v] all taxes
imposed  by  the Facility State or any governmental entity in the Facility State
with  respect  to  the  conveyance  of
the  Leased  Property  by  Landlord  to  Tenant or Tenant's designee, including,
without  limitation,  conveyance taxes; and [vi] all other governmental charges,
in  each case whether general or special, ordinary or extraordinary, or foreseen
or  unforeseen, of every character in respect of the Leased Property or any part
thereof and/or the Rent (including all interest and penalties thereon due to any
failure  in payment by Tenant), which at any time prior to, during or in respect
of  the  Term hereof may be assessed or imposed on or in respect of or be a lien
upon  [a]  Landlord  or  Landlord's  interest in the Leased Property or any part
thereof;  [b]  the  Leased Property or any part thereof or any rent therefrom or
any  estate,  right, title or interest therein; or [c] any occupancy, operation,
use  or possession of, or sales from, or activity conducted on, or in connection
with  the Leased Property or the leasing or use by Tenant of the Leased Property
or  any  part  thereof Tenant shall not, however, be required to pay any capital
gains tax or any tax based on net income imposed on Landlord by any governmental
entity taxes including, without limitation, any capital stock or franchise taxes
of  Landlord  imposed  by  the  Facility State or any governmental entity in the
Facility  State  due  to  this  lease transaction or Landlord's ownership of the
Leased  Property  and  the  income  arising  therefrom, or due to Landlord being
considered  as  doing  business  in  the  Facility  State  because of Landlord's
ownership  of  the  Leased  Property  or  lease  thereof  to  Tenant.

     3.3  Escrow of Impositions.If requested by Landlord after the occurrence of
          ----------------------
an  Event  of  Default  or if required by the terms of any Facility Debt, Tenant
shall deposit with Landlord on the first day of each month a sum equal to 1I12th
of  the  Impositions  assessed against the Leased Property for the preceding tax
year  for  real  estate  taxes  (or  any amount required by any mortgagee or any
beneficiary  of a deed of trust securing any Facility Debt), which sums shall be
used by Landlord toward payment of such Impositions. In addition, if an Event of
Default  occurs  and  while  it  remains  uncured,  Tenant  shall, at Landlord's
election,  deposit  with  Landlord on the first day of each month a sum equal to
1I12th of the Impositions assessed against the Leased Property for the preceding
tax  year  other than real estate taxes (or any amount required by any mortgagee
or  any  beneficiary  of a deed of trust securing any Facility Debt), which sums
shall be used by Landlord toward payment of such Impositions. Tenant, on demand,
shall  pay  to  Landlord any additional funds necessary to pay and discharge the
obligations of Tenant pursuant to the provisions of this section. The receipt by
Landlord  of  the
payment of such Impositions by and from Tenant shall only be as an accommodation
to  Tenant,  the  mortgagees,  and  the  taxing  authorities,  and  shall not be
construed  as rent or income to Landlord, Landlord serving, if at all, only as a
conduit  for  delivery  purposes.

     3.4 Utilities.Tenant shall pay, as Additional Rent, all taxes, assessments,
         ----------
charges,  deposits,  and  bills  for  utilities,  including, without limitation,
charges  for  water,  gas, oil, sanitary and storm sewer, electricity, telephone
service,  and trash collection, which may be charged against the occupant of the
Improvements during the Term. If an Event of Default occurs and while it remains
uncured,  Tenant  shall,  at  Landlord's  election, deposit with Landlord on the
first  day  of  each  month  a  sum  equal to 1I12th of the amount of the annual
utility  expenses
for  the  preceding Lease Year, which sums shall be used by Landlord to pay such
utilities. Tenant shall, on demand, pay to Landlord any additional amount needed
to  pay  such  utilities.  Landlord's  receipt of such payments shall only be an
accommodation  to Tenant and the utility companies and shall not constitute rent
or  income  to  Landlord.  Absent  circumstances  beyond

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Tenant's  reasonable  control, Tenant shall at all times maintain that amount of
heat  necessary  to  ensure  against  the freezing of water lines. Tenant hereby
agrees to indemnify and hold Landlord harmless from and against any liability or
damages  to  the  utility  systems  and the Leased Property that may result from
Tenant's  failure  to  maintain  sufficient  heat  in  the  Improvements  absent
circumstances  beyond  Tenant's  reasonable  control.

     3.5     Discontinuance of Utilities.Landlord will not be liable for damages
             ----------------------------
to
person  or  property  or  for  injury  to,  or interruption of, business for any
discontinuance of utilities nor will such discontinuance in any way be construed
as  an  eviction  of  Tenant or cause an abatement of rent or operate to release
Tenant  from  any  of  Ten  ant's  obligations  under  this  Lease.

     3.6  Business  Expenses.Tenant  shall  promptly  pay all expenses and costs
          -------------------
incurred  in  connection  with  the  operation  of  the  Facility  on the Leased
Property,  including,  without  limitation, employee benefits, employee vacation
and  sick  pay,  consulting  fees,  and  expenses  for  inventory  and supplies.

     3.7  Permitted  Contests.Tenant,  on its own or on Landlord's behalf (or in
          --------------------
Landlord's  name),  but  at  Tenant's expense, may contest, by appropriate legal
proceedings  conducted  in  good  faith  and  with  due diligence, the amount or
validity  or  application,  in  whole or in part, of any Imposition or any Legal
Requirement or insurance requirement or any lien, attachment, levy, encumbrance,
charge  or  claim  provided  that [i] in the case of an unpaid Imposition, lien,
attachment,  levy,  encumbrance,  charge  or  claim,  the  commencement  and
continuation  of  such  proceedings  shall  suspend  the collection thereof from
Landlord  and from the Leased Property; [ii] neither the Leased Property nor any
Rent  therefrom  nor  any  part  thereof  or  interest  therein  would be in any
immediate  danger  of being sold, forfeited, attached or lost; [iii] in the case
of  a  Legal Requirement, Landlord would not be in any immediate danger of civil
or criminal liability for failure to comply therewith pending the outcome of
such proceedings; [iv] in the event that any such contest shall involve a sum of
money or potential loss in excess of $50,000.00, Tenant shall deliver to
Landlord and its counsel an opinion of Tenant's counsel to
the  effect  set forth in clauses [i], [ii] and [iii], to the extent applicable;
[v]  in  the case of a Legal Requirement and/or an Imposition, lien, encumbrance
or  charge,  Tenant  shall  give  such reasonable security as may be demanded by
Landlord  to  insure  ultimate  payment  of  the same and to prevent any sale or
forfeiture  of  the  affected  Leased  Property  or  the  Rent by reason of such
nonpayment  or  noncompliance; provided, however, the provisions of this section
shall  not  be construed to permit Tenant to contest the payment of Rent (except
as  to contests concerning the method of computation or the basis of levy of any
Imposition  or the basis for the assertion of any other claim) or any other sums
payable  by  Tenant  to  Landlord  hereunder;  [vi]  in the case of an insurance
requirement,  the  coverage required by Article 4 shall be maintained; and [vii]
if such contest be finally resolved against Landlord or Tenant, Tenant shall, as
Additional  Rent  due  hereunder,  promptly  pay the amount required to be paid,
together  with  all  interest  and  penalties
accrued  thereon,  or  comply with the applicable Legal Requirement or insurance
requirement.  Landlord, at Tenant's expense, shall execute and deliver to Tenant
such  authorizations  and  other
documents  as may be reasonably required in any such contest, and, if reasonably
requested  by  Tenant  or if Landlord so desires, Landlord shall join as a party
therein.  Tenant  hereby agrees to indemnify and save Landlord harmless from and
against  any  liability,  cost  or  expense of any kind that may be imposed upon
Landlord  in  connection with any such contest and any loss resulting therefrom.

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ARTICLE  4:  INSURANCE

     4.1  Property  Insurance.At Tenant's expense, Tenant shall maintain in full
          --------------------
force  and  effect  a  property insurance policy or policies insuring the Leased
Property  against  the  following:

     (a)     Loss  or  damage  commonly  covered  by  a  "Special  Form" or "All
Risk"  policy  insuring  against physical loss or damage to the Improvements and
Personal  Property,  including,  but  not limited to, risk of loss from fire and
other hazards, collapse, transit coverage, vandalism, malicious mischief, theft,
earthquake  (if  the Leased Property is in earthquake zone 1 or 2) and sinkholes
(if  usually  recommended  in  the  area  of  the  Leased
Property).  The  policy shall be in the amount of the full replacement value (as
defined  in  4.5)  of
the  Improvements  and  Personal  Property and shall contain a deductible amount
acceptable  to  Landlord.  Landlord shall be named as an additional insured. The
policy shall include a stipulated value endorsement or agreed amount endorsement
and  endorsements  for  contingent  liability  for  operations of building laws,
demolition  costs,  and  increased  cost  of  construction.

     (b)     If  applicable,  loss  or  damage  by  explosion  of steam boilers,
pressure vessels, or similar apparatus, now or hereafter installed on the Leased
Property,  in  commercially  reasonable  amounts  acceptable  to  Landlord.

     (  c)     Consequential  loss of rents and income coverage insuring against
all "All Risk" or "Special Form" risk of physical loss or damage with limits and
deductible
amounts acceptable to Landlord covering risk of loss during the first nine
months of reconstruction, and containing an endorsement for extended period of
indemnity of at least 90 days, and shall be written with a stipulated amount of
coverage if available at a reasonable premium.

     (d)     If  the  Leased  Property  is  located,  in  whole or in part, in a
federally
designated 100-year flood plain area, flood insurance for the Improvements in an
amount  equal  to  the  lesser  of  [i]  the  full  replacement  value  of  the
Improvements;  or  [ii]  the  maximum  amount  of  insurance  available  for the
Improvements  under  all  federal  and  private  flood  insurance  programs.

     (  e)     Loss  or  damage  caused  by  the  breakage  of  plate  glass  in
commercially  reasonable  amounts  acceptable  to  Landlord.

     (t)     Loss  or  damage  commonly  covered  by  blanket  crime  insurance,
including  employee  dishonesty,  loss  of  money  orders  or  paper  currency,
depositor's  forgery,  and  loss  of property of patients accepted by Tenant for
safekeeping,  in  commercially  reasonable  amounts  acceptable  to  Landlord.

     4.2  Liability  Insurance.At  Tenant's  expense,  Tenant  shall  maintain
          ---------------------
liability  insurance  against  the  following:

     (a)     Claims  for  personal  injury  or  property damage commonly covered
by  comprehensive  general  liability insurance with endorsements for incidental
malpractice,  contractual,  personal  injury,  owner's  protective  liability,
voluntary  medical  payments,  products

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and  completed  operations,  broad  form  property  damage,  and extended bodily
injury, with commercially reasonable amounts for bodily injury, property damage,
and  voluntary  medical  payments  acceptable  to  Landlord, but with a combined
single  limit  of  not  less  than  $6,000,000.00  per  occurrence.
     (b)     Claims  for  personal  injury  and  property  damage  commonly
covered  by comprehensive automobile liability insurance, covering all owned and
non-owned  automobiles,  with commercially reasonable amounts for bodily injury,
property damage, and for automobile medical payments acceptable to Landlord, but
with  a  combined  single  limit  of not less than $5,000,000.00 per occurrence.

     (c)     Professional  liability  insurance  in  at  least  the  amount  of
$1,000,000 per occurrence, $3,000,000 aggregate, which shall include "tail"
coverage insuring Tenant for acts occurring prior to the date hereof, with a
$5,000,000 umbrella policy which includes coverage for professional liability. "

     (d)     Claims  commonly  covered  by  worker's  compensation  insurance
for  all  persons  employed  by  Tenant  on  the  Leased Property. Such worker's
compensation  insurance  shall  be  in  accordance  with the requirements of all
applicable  local,  state,  and  federal  law.

     4.3     Builder's  Risk Insurance.     In connection with any construction,
             --------------------------
Tenant
shall  maintain  in  full  force  and  effect  a  builder's completed value risk
coverage  ("Builder's  Risk  Coverage")  of  insurance  in  a  nonreporting form
insuring  against  all  "All  Risk"  or  "Special
Form"  risk  of  physical loss or damage to the Improvements, including, but not
limited  to,  risk  of
loss  from  fire  and  other  hazards,  collapse,  transit  coverage, vandalism,
malicious  mischief, theft, earthquake (if Leased Property is in earthquake zone
1  or  2)  and  sinkholes  (if  usually  recommended  in  the area of the Leased
Property).  The  Builder's  Risk  Coverage  shall include endorsements providing
coverage  for  building  materials  and  supplies  and  temporary  premises. The
Builder's  Risk Coverage shall be in the amount of the full replacement value of
the  Improvements  and shall contain a deductible amount acceptable to Landlord.
Landlord  shall  be  named as an additional insured. The Builder's Risk Coverage
shall  include  an  endorsement  permitting  initial  occupancy.

<PAGE>

     4.4  Insurance  Requirements.insurance  coverages  required  hereunder:
          ------------------------

The  following  provisions  shall  apply  to  all

<PAGE>

     (a)     The  form  and  substance  of  all policies shall be subject to the
approval of Landlord, which approval will not be unreasonably withheld.
     (b)     The  carriers  of all policies shall have a Best's Rating of "A" or
better and a Best's Financial Category of XII or higher and shall be authorized
to do insurance business in the Facility State.

     (c)     Tenant  shall  be  the  "named  insured"  and  Landlord shall be an
"additional  insured"  on  each  policy.

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     (d)     Tenant  shall  deliver to Landlord certificates or policies showing
the required coverages and endorsements. The policies of insurance shall provide
that  the  policy  may not be canceled or not renewed, and no material change or
reduction  in  coverage  may  be  made,  without at least 30 days' prior written
notice  to  Landlord.

     (e)     The  policies  shall  contain  a  severability  of  interest and/or
cross-liability  endorsement,  provide  that  the acts or omissions of Tenant or
Landlord  will  not invalidate the coverage of the other party, and provide that
Landlord  shall  not  be  responsible  for  payment  of  premiums.

     (t)     All  loss  adjustment shall require the written consent of Landlord
and  Tenant,  as  their  interests  may  appear.

     (g)     At  least 30 days prior to the expiration of each insurance policy,
Tenant  shall  deliver  to Landlord a certificate showing renewal of such policy
and  payment  of  the  annual  premium  therefor  and  a  current Certificate of
Compliance  (in  the form delivered at the time of Closing) completed and signed
by  Tenant's  insurance  agent.

     4.5  Replacement  Value.The  term "full replacement value" means the actual
          -------------------
replacement  cost  thereof  from  time  to  time,  including  increased  cost of
construction  endorsement,  with  no  reductions or deductions. Tenant shall, in
connection  with  each  annual  policy  renewal,  deliver  to  Landlord  a
redetermination  of  the full replacement value by the insurer or an endorsement
indicating  that  the Leased Property is insured for its full replacement value.
If
Tenant  makes  any  Permitted Alterations (as hereinafter defined) to the Leased
Property, Landlord may have such full replacement value redetermined at any time
after  such  Permitted  Alterations  are  made,  regardless  of  when  the  full
replacement  value  was  last  determined.

     4.6  Blanket  Policy.Notwithstanding  anything to the contrary contained in
          ----------------
this  Article 4, Tenant may carry the insurance required by this Article under a
blanket policy of insurance, provided that the coverage afforded Tenant will not
be  reduced  or diminished or otherwise be different from that which would exist
under  a  separate  policy  meeting  all  of  the  requirements  of  this Lease.

     4.7     No  Separate  Insurance.     Tenant  shall  not  take  out separate
             ------------------------
insurance
concurrent  in  form  or contributing in the event of loss with that required in
this  Article,  or  increase  the  amounts  of  any  then existing insurance, by
securing  an additional policy or additional policies, unless all parties having
an insurable interest in the subject matter of the insurance, including Landlord
and  any mortgagees, are included therein as additional insureds or loss payees,
the  loss  is  payable  under  said  insurance  in the same manner as losses are
payable under this Lease, and such additional insurance is not prohibited by the
existing  policies of insurance. Tenant shall immediately notify Landlord of the
taking out of such separate insurance or the increasing of any of the amounts of
the  existing insurance by securing an additional policy or additional policies.

     4.8     Waiver of Subrogation.Each party hereto hereby waives any and every
             ----------------------
claim  which arises or may arise in its favor and against the other party hereto
during  the  Term  for  any  and  all loss of, or damage to, any of its property
located  within  or  upon,  or  constituting  a  part

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of,  the  Leased  Property,  which  loss  or  damage  is  covered  by  valid and
collectible  insurance  policies,  to  the  extent  that  such loss or damage is
recoverable under such policies. Said mutual waiver shall be in addition to, and
not  in  limitation  or  derogation of, any other waiver or release contained in
this Lease with respect to any loss or damage to property of the parties hereto.
Inasmuch as the said waivers will preclude the assignment of any aforesaid claim
by  way  of
subrogation  (or  otherwise) to an insurance company (or any other person), each
party  hereto agrees immediately to give each insurance company which has issued
to it policies of insurance, written notice of the terms of said mutual waivers,
and  to have such insurance policies properly endorsed, if necessary, to prevent
the  invalidation  of said insurance coverage by reason of said waivers, so long
as  such  endorsement  is  available  at  a  reasonable  cost.

     4.9  Mortgages.The  following  provisions  shall  apply  if Landlord now or
          ----------
hereafter  places  a  mortgage  on  the Leased Property or any part thereof: [i]
Tenant shall obtain a standard form of lender's loss payable clause insuring the
interest  of  the  mortgagee; [ii] Tenant shall deliver evidence of insurance to
such  mortgagee;  [iii]  loss  adjustment  shall  require  the  consent  of  the
mortgagee; [iv] Tenant shall provide such other information and documents as may
be  required  by  the  mortgagee and [v] any rights which Tenant or Landlord may
have hereunder with respect to insurance proceeds shall be subject to all rights
granted  therein  to  Lender and any obligations with respect thereto imposed on
Landlord  under  any  documents  evidencing  the  Facility  Debt.

     4.10  Escrows.After an Event of Default occurs hereunder, Tenant shall make
           --------
such  periodic  payments  of  insurance  premiums  in accordance with Landlord's
requirements  after  receipt  of  notice  thereof  from  Landlord.
     4.11.  Waiver  of  Insurance  Requirements.Notwithstanding  anything to the
            ------------------------------------
contrary  set  forth  herein,  because  of current market conditions, based upon
prudent  business  practices,  Tenant  has  advised  Landlord  that,  as  of the
Effective Date and as of one month after the Effective Date, i.e., as of January
1,  2004,  Tenant will not meet all of the requirements regarding maintenance of
insurance  as  set  forth in this Article 4 with respect to the Initial Facility
and  Landlord  has  agreed that the insurance in effect on the Effective Date as
evidenced  by  the  insurance  certificates  provided  by  Tenant to Landlord at
Closing,  and  the  insurance  which  shall
be  in place as of January 1,2004, as described in certain additional deliveries
made  by  Tenant  to  Landlord  at  the  Closing, shall be deemed to satisfy the
requirements  of this Article 4; provided, however, Tenant hereby agrees that it
will,  from  time  to time during the term of the Lease, consistent with prudent
business  practices,  investigate  current  market  availability and pricing for
insurance  that  would meet or more closely approximate meeting the requirements
of  Landlord with respect to insurance as set forth in this Article 4 and shall,
in  good faith consider the implementation of such insurance if the same becomes
available on reasonable business terms, taking into account, among other things,
the  pricing  thereof  Notwithstanding  the  foregoing,  Tenant  may  not  be
unilaterally  required  by Landlord to purchase additional insurance beyond that
in  effect  at  Closing

ARTICLE  5:  INDEMNITY

     5.1  Tenant's  Indemnification.Tenant hereby indemnifies and agrees to hold
          --------------------------
harmless  Landlord,  any  successors  or assigns of Landlord, and Landlord's and
such  successor's

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<PAGE>
and  assign's directors, officers, employees and agents from and against any and
all  demands,  claims,  causes  of  action, fines, penalties, damages (including
consequential  damages),  losses,  liabilities  (including  strict  liability),
judgments,  and  expenses  (including, without limitation, reasonable attorneys'
fees,  court  costs) incurred in connection with or arising from: [i] the use or
occupancy of the Leased Property by Tenant or any persons claiming under Tenant;
[ii] any activity, work, or thing done, or permitted or suffered by Tenant in or
about the Leased Property; [iii] any acts, omissions, or negligence of Tenant or
any  person  claiming  under  Tenant,  or  the  contractors,  agents, employees,
invitees,  or visitors of Tenant or any such person; [iv] any breach, violation,
or  nonperformance  by  Tenant  or  any  person  claiming  under  Tenant  or the
employees,  agents, contractors, invitees, or visitors of Ten ant or of any such
person, of any term, covenant, or provision of this Lease or any law, ordinance,
or  governmental  requirement  of  any  kind, including, without limitation, any
failure  to  comply  with  any  applicable  requirements  under
the ADA; [v] any injury or damage to the person, property or business of Tenant,
its  employees,  agents,  contractors,  invitees,  visitors, or any other person
entering  upon  the Leased Property; [vi] any construction, alterations, changes
or  demolition  of  the Facility performed by or contracted for by Tenant or its
employees,  agents  or contractors; and [vii] any obligations, costs or expenses
arising  under  any Permitted Exceptions. If any action or proceeding is brought
against  Landlord, its employees, or agents by reason of any such claim, Tenant,
upon  notice  from  Landlord,  will  defend  the  claim at Tenant's expense with
counsel  reasonably  satisfactory  to  Landlord. All amounts payable to Landlord
under this section shall be payable on written demand and any such amounts which
are  not  paid  within  10  days  after  demand  therefor by Landlord shall bear
interest  at  five  percent  (5.00%)  per annum above the prime interest rate in
effective  from  time to time as published on the website of the Federal Reserve
Board  at
http:/www.federalreserve.gov/releases/h15/data/miprime.txt). In case any action,
suit  or
proceeding is brought against Tenant by reason of any such occurrence, Tenant
shall use its commercially reasonable efforts to defend such action, suit or
proceeding. Nothing in this  5.1 shall be construed as requiring Tenant to
indemnify Landlord with respect to Landlord's own gross negligence or willful
misconduct.

     5.1.1  Notice of Claim.Landlord shall notify Tenant in writing of any claim
            ----------------
or  action  brought  against  Landlord  in which indemnity may be sought against
Tenant  pursuant  to this section. Such notice shall be given in sufficient time
to  allow  Tenant  to  defend  or  participate  in such claim or action, but the
failure  to  give  such notice in sufficient time shall not constitute a defense
hereunder  nor  in  any  way impair the obligations of Tenant under this section
unless  the  failure  to give such notice precludes Tenant's defense of any such
action.

     5.1.2  Survival  of  Covenants.The  covenants  of  Tenant contained in this
            ------------------------
section  shall  remain  in  full  force and effect after the termination of this
Lease  until  the  expiration  of the period stated in the applicable statute of
limitations  during  which a claim or cause of action may be brought and payment
in full or the satisfaction of such claim or cause of action and of all expenses
and  charges  incurred by Landlord relating to the enforcement of the provisions
herein  specified.

     5.1.3  Reimbursement  of  Expenses.Unless  prohibited by law, Tenant hereby
            ----------------------------
agrees  to  pay  to  Landlord all of the reasonable fees, charges and reasonable
out-of-pocket  expenses related to the Facility and required hereby, or incurred
by  Landlord  in  enforcing  the  provisions  of  this  Lease.

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     5.2 Environmental Indemnity; Audits.Tenant hereby indemnifies and agrees to
         --------------------------------
hold  harmless  Landlord,  Lender, any successors to Landlord's interest in this
Lease,  including  Lender,  and  Landlord's  and  Lender's  and such successors'
directors,  officers,  employees and agents from and against any losses, claims,
damages  (including  consequential  damages),  penalties,  fines,  liabilities
(including  strict liability), costs (including cleanup and recovery costs), and
expenses  (including  expenses  of  litigation  and  reasonable consultants' and
attorneys'  fees)  incurred  by  Landlord,  Lender  or  any other indemnities or
assessed  against  any  portion of the Leased Property by virtue of any claim or
lien  by  any  governmental  or quasi-governmental unit, body, or agency, or any
third party, for cleanup costs or other costs pursuant to any Environmental Law.
Tenant's  indemnity  shall  survive  the  termination  of  this Lease. Provided,
however, Tenant shall have no indemnity obligation with respect to [i] Hazardous
Materials  first  introduced  to the Leased Property subsequent to the date that
Tenant's  occupancy  of the Leased Property shall have fully terminated; or [ii]
Hazardous  Materials  introduced to the Leased Property by Landlord, Lender, its
or their agent, employees, successors or assigns. If at any time during the Term
of  this  Lease  any  governmental  authority  notifies  Landlord or Tenant of a
violation  of  any  Environmental  Law  or  Landlord  reasonably believes that a
Facility  may  violate  any  Environmental Law, Landlord may require one or more
environmental audits of such portion of the Leased Property, in such form, scope
and  substance  as  specified  by  Landlord,  at Tenant's expense. Tenant shall,
within  30  days  after  receipt  of  an  invoice  from  Landlord,  reimburse
Landlord  for  all  costs  and  expenses incurred in reviewing any environmental
audit,  including,  without  limitation,  reasonable  attorneys' fees and costs.

     5.3     Limitation  of  Landlord's  Liability.Landlord,  its  agents,  and
             --------------------------------------
employees,
will  not  be  liable  for  any  loss,  injury,  death,  or  damage  (including
consequential  damages) to persons, property, or Tenant's business occasioned by
theft,  act  of  God, public enemy, injunction, riot, strike, insurrection, war,
court  order,  requisition,  order  of  governmental  body  or  authority, fire,
explosion,  falling  objects,  steam, water, rain or snow, leak or flow of water
(including  water  from  the  elevator  system),  rain  or  snow from the Leased
Property  or  into  the  Leased Property or from the roof, street, subsurface or
from  any  other  place,  or  by  dampness  or
from  the  breakage,  leakage,  obstruction,  or  other  defects  of  the pipes,
sprinklers,  wires, appliances, plumbing, air conditioning, or lighting fixtures
of  the  Leased  Property,  or  from  construction, repair, or alteration of the
Leased  Property  or from any acts or omissions of any other occupant or visitor
of  the  Leased  Property,  or  from  any other cause beyond Landlord's control.

     5.4.     Notice  of  Certain  Events.Tenant shall promptly provide Landlord
              ----------------------------
and
any Lender with written notice of the occurrence of any or all of the following:

     (a)  Tenant's  discovery  of any Hazardous Materials on the Leased Property
which  are  not  permitted by the terms of this Lease or of the violation of any
Hazardous  Material  Laws  at  or affecting the Leased Property (collectively, a
"Prohibited  Activity  and  Condition");
   -------------------------------------
     (b)  Tenant's  receipt  of  or knowledge of any compliant, order, notice of
violation of other communication from any governmental authority or other person
or  entity  with  regard  to  present  or future alleged Prohibited Activity and
Conditions  or  any  other environmental, health or safety matters affecting the
Leased  property  or any other property of Tenant that is adjacent to the Leased
Property;  and

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<PAGE>
     (c)  Any  representation  or  warranty  of  Tenant  in this Article 5 which
becomes  untrue  at  any  time  after  the  Commencement  Date.

     No  such  notice shall serve to relieve Tenant from any obligations imposed
on  it under this Lease, including, but not limited to, under this Article 5, no
Landlord  from  any obligations imposed on it under the documents evidencing the
Facility  Debt.

ARTICLE  6:  USE  AND  ACCEPTANCE  OF  PREMISES

     6.1  Use of Leased Property.Tenant shall use and occupy the Leased Property
          -----------------------
exclusively for the Facility Uses specified for each Facility and for all lawful
and  licensed  ancillary  uses, including the operation of an Alzheimer's Memory
Loss  Unit, provided Tenant complies with all applicable Legal Requirements, and
for no other purpose without the prior written consent of Landlord. Tenant shall
obtain  and  maintain  all  approvals,  licenses, and consents needed to use and
operate  the  Leased  Property  as  herein  permitted.  Tenant  shall deliver to
Landlord  complete  copies of surveys, examinations, certification and licensure
inspections, compliance certificates, and other similar reports issued to Tenant
by  any  governmental  agency  within 10 Business Days after Tenant's receipt of
each  item.  Further,  Tenant shall conduct the operation of the Facility at all
times  in  a manner consistent with the level of operation of the Facility as of
the date hereof, which shall include without limitation, Tenant's covenant to do
the  following:

     (a) to operate the Facility in material compliance with applicable laws and
regulations  relating  thereto  and cause all licenses, permits, certificates of
need,  third  party  reimbursement contracts, and any other agreements necessary
for  the  use  and  operation  of  the  Facility  or  as  may  be  necessary for
participation  in  the  Medicaid  or  other applicable reimbursement programs in
which  the  Facility  participates  to remain in effect without reduction in the
number  of  licensed  units  or  units  authorized  for  use  in  the  Medicaid
reimbursement  programs  (unless  Tenant  first  obtains  the  prior  consent of
Landlord  to  such  reduction,  which  consent  may  be  withheld  in  its  sole
discretion);

     (b)  to maintain sufficient inventory and equipment of types and quantities
at  the  Facility  to  enable  Tenant  adequately  to  perform operations of the
Facility;

     (c)  to keep all Improvements, Fixtures and equipment located on or used or
useful  in  connection  with  the  Facility  in  good  repair, working order and
condition,  reasonable  wear  and  tear excepted, and from time to time make all
needed  and  proper repairs, renewals, replacements, additions, and improvements
thereto  to  keep  the  same  in  good  operating  condition;  and

     (d)  to  maintain  sufficient  cash  in  its operating accounts in order to
satisfy  the  working  capital  needs  of  the  Facility.

     6.2  Acceptance  of Leased Property.Tenant acknowledges that [i] Tenant and
          -------------------------------
its  agents  have had an opportunity to inspect the Leased Property; [ii] Tenant
has  found the Leased Property fit for Tenant's use; [iii] Landlord will deliver
the  Leased  Property  to  Tenant  in  "as-is"  condition;  [iv] Landlord is not
obligated  to  make  any  improvements  or  repairs  to  the

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Leased  Property; and [v] the roof, walls, foundation, heating, ventilating, air
conditioning,  telephone,  sewer,  electrical,  mechanical,  elevator,  utility,
plumbing,  and  other portions of the Leased Property are in good working order.
Tenant waives any claim or action against Landlord with respect to the condition
of the Leased Property. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS
FITNESS  FOR  USE,  DESIGN  OR  CONDITION  FOR  ANY PARTICULAR USE OR PURPOSE OR
OTHERWISE,  OR  AS  TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR
PATENT,  IT  BEING  AGREED  THAT  ALL  SUCH  RISKS  ARE  TO  BE BORNE BY TENANT.

     6.3  Conditions  of Use and Occupancy.Tenant agrees that during the Term it
          ---------------------------------
shall use and keep the Leased Property in a careful, safe and proper manner; not
commit  or  suffer  waste thereon; not use or occupy the Leased Property for any
unlawful  purposes;  not use or occupy the Leased Property or permit the same to
be  used  or  occupied,  for  any  purpose or business deemed extra hazardous on
account  of  fire  or  otherwise;  keep  the  Leased Property in such repair and
condition  as  may  be  required by the Board of Health, or other city, state or
federal  authorities,  free  of  all cost to Landlord; not permit any acts to be
done  which  will  cause  the  cancellation,  invalidation, or suspension of any
insurance  policy;  and  permit Landlord and its agents to enter upon the Leased
Property  at  all  reasonable  times  to  examine  the  condition  thereof.

ARTICLE  7:  MAINTENANCE  AND  MECHANICS'  LIENS

     7.1  Maintenance.Tenant  shall  maintain,  repair,  and  replace the Leased
          ------------
Property,  including,  without  limitation,  all  structural  and non structural
repairs  and  replacements  to  the  roof,  foundations,  exterior  walls, HV AC
systems,  equipment, parking areas, sidewalks, water, sewer and gas connections,
pipes  and  mains.  Tenant  shall  pay,  as  Additional  Rent,  the full cost of
maintenance,  repairs,  and  replacements.  Tenant  shall  maintain  all drives,
sidewalks,  parking  areas, and lawns on or about the Leased Property in a clean
and  orderly  condition,  free  of accumulations of dirt, rubbish, snow and ice.
Tenant  shall  at  all  times  maintain, operate and otherwise manage the Leased
Property  on  a  basis  and  in a manner consistent with the standards currently
maintained  by  Tenant  at the Leased Property. All repairs shall, to the extent
reasonably achievable, be at least equivalent in quality to the original work or
the  property  to be repaired shall be replaced. Tenant will not take or omit to
take  any  action  the  taking  or omission of which might materially impair the
value  or  the  usefulness  of  the  Leased  Property  or  any  parts  thereof
for  the  Facility  Uses.  Tenant  shall  permit  Landlord to inspect the Leased
Property  at  all  reasonable  times  and  on  reasonable advance notice, and if
Landlord  has  a  reasonable basis to believe that there are maintenance problem
areas  and  gives  Tenant  written  notice thereof setting forth its concerns in
reasonable  detail, Tenant shall deliver to Landlord a plan of correction within
10  Business  Days  after  receipt of the notice. Tenant shall diligently pursue
correction  of  all  problem areas within 60 days after receipt of the notice or
such longer period as may be necessary for reasons beyond its reasonable control
such  as  shortage of materials or delays in securing necessary permits, but not
caused  by  lack  of  diligence  by  Tenant,  and, upon expiration of the 60-day
period,  shall  deliver  evidence of completion to Landlord or an interim report
evidencing  Tenant's diligent progress towards completion and, at the end of the
next  60-day
period,  evidence  of  satisfactory  completion. Upon completion, Landlord shall
have  the  right  to  re-inspect  the Facility. At each inspection of the Leased
Property  by  Landlord,  the  Facility

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<PAGE>
/"'"


employee  in  charge of maintenance shall be available to tour the Facility with
Landlord  and  answer  questions.

     7.2  Required  Alterations.Tenant shall, at Tenant's sole cost and expense,
          ----------------------
make any additions, changes, improvements or alterations to the Leased Property,
including  structural  alterations,  which  may  be required by any governmental
authorities,  including  those  required  to maintain licensure or certification
under the Medicare and Medicaid programs (if so certified), whether such changes
are  required  by  Tenant's use, changes in the law, ordinances, or governmental
regulations,  defects  existing as of the date of this Lease, or any other cause
whatsoever.  All  such  additions, changes, improvements or alterations shall be
deemed to be Permitted Alterations and shall comply with all laws requiring such
alterations  and  with  the  provisions  of   16.4.

     7.3  Mechanic's  Liens.Tenant shall have no authority to permit or create a
          ------------------
lien  against  Landlord's interest in the Leased Property, and Tenant shall post
notices or file such documents as may be required to protect Landlord's interest
in the Leased Property against liens. Tenant hereby agrees to defend, indemnify,
and  hold  Landlord  harmless  from and against any mechanic's liens against the
Leased  Property  by  reason  of  work, labor, services or materials supplied or
claimed  to have been supplied on or to the Leased Property. Subject to Tenant's
right  to  contest  the  same in accordance with the terms of this Lease, Tenant
shall  remove,  bond-off, or otherwise obtain the release of any mechanic's lien
filed  against  the  Leased  Property  within 10 days after notice of the filing
thereof.  Tenant  shall  pay  all  expenses  in  connection
therewith,  including,  without  limitation,  damages, interest, court costs and
reasonable  attorneys'  fees.

     7.4  Replacements of Fixtures and Landlord's Personal Property.Tenant shall
          ----------------------------------------------------------
not  remove  Fixtures  and Landlord's Personal Property from the Leased Property
except  to  replace  the  Fixtures  and  Landlord's Personal Property with other
similar  items  of  equal  quality
and  value.  Items  being replaced by Tenant may be removed and shall become the
property  of
Tenant  and  items  replacing  the  same  shall  be  and  remain the property of
Landlord.  Tenant shall execute, upon written request from Landlord, any and all
documents  necessary  to  evidence  Landlord's  ownership of Landlord's Personal
Property  and  replacements  therefor.  Tenant  may finance replacements for the
Fixtures  and  Landlord's  Personal Property by equipment lease or by a security
agreement  and financing statement if, with respect to any financing of critical
care  equipment  and  with respect to any other Personal Property having a value
per  Facility  in  excess of$250,000.00, [i] Landlord has consented to the terms
and  conditions  of  the  equipment  lease  or  security agreement; and [ii] the
equipment  lessor  or  lender  has  entered into a nondisturbance agreement with
Landlord upon terms and conditions reasonably acceptable to Landlord, including,
without  limitation,  the  following: [a] Landlord shall have the right (but not
the  obligation)  to  assume such security agreement or equipment lease upon the
occurrence  of an Event of Default under this Lease; [b] the equipment lessor or
lender  shall notify Landlord of any default by Tenant under the equipment lease
or  security  agreement  and  give  Landlord  a
reasonable  opportunity  to  cure  such default; and [c] Landlord shall have the
right  to  assign  its  rights under the equipment lease, security agreement, or
nondisturbance  agreement.  Tenant  shall,  within  30  days after receipt of an
invoice from Landlord, reimburse Landlord for all costs and expenses incurred in
reviewing  and  approving  the  equipment  lease,  security  agreement,  and
nondisturbance  agreement,  including, without limitation, reasonable attorneys'
fees  and  costs.

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<PAGE>
ARTICLE  8:  DEFAULTS  AND  REMEDIES

     8.1  Events  of  Default.The  occurrence of anyone or more of the following
          --------------------
shall  be an event of default ("Event of Default") hereunder without any advance
notice  to  Tenant  unless  specified  herein:

     (a)     Tenant  fails  to  pay  in  full  any installment of Base Rent, any
Additional  Rent  or  any other monetary obligation payable by Tenant under this
Lease  within  10  days  after  such  payment  is  due.

     (b)     Tenant  fails  to comply with any covenant set forth in Article 14,
  15.6.2,  15.7  or  15.8  of  this  Lease.

     (c)     Tenant  fails  to observe and perform any other covenant, condition
or  agreement  under  this  Lease to be performed by Tenant and [i] such failure
continues  for  a  period  of  30  days after written notice thereof is given to
Tenant  by  Landlord;  or  [ii]  if,  by reason of the nature of such default it
cannot  be  remedied  within  30  days,  Tenant  fails to proceed with diligence
reasonably  satisfactory  to  Landlord  after  receipt of the notice to cure the
default  or,  in  any  event,  fails  to  cure such default within 60 days after
receipt  of the notice. The foregoing notice and cure provisions do not apply to
any Event of Default otherwise specifically described in any other subsection of
8.1.

     (d)     Tenant  abandons  or  vacates  (except during a period of repair or
reconstruction  after  damage, destruction or a Taking) any Facility Property or
any material part thereof, ceases to operate any Facility, ceases to do business
or  ceases  to  exist  for  any  reason  for  anyone  or  more  days.

     (e)     [i] The filing by Tenant of a petition under the Bankruptcy Code or
the  commencement  of  a  bankruptcy  or  similar proceeding by Tenant; [ii] the
failure  by  Tenant within 60 days to dismiss an involuntary bankruptcy petition
or  other  commencement  of  a  bankruptcy, reorganization or similar proceeding
against  such party, or to lift or stay any execution, garnishment or attachment
of  such consequence as will impair its ability to carry on its operation at the
Leased  Property;  [iii]  the  entry of an order for relief under the Bankruptcy
Code  in respect of Tenant; [iv] any assignment by Tenant for the benefit of its
creditors;  [v]  the  entry  by Tenant into an agreement of composition with its
creditors;  [vi] the approval by a court of competent jurisdiction of a petition
applicable  to  Tenant in any proceeding for its reorganization instituted under
the  provisions of any state or federal bankruptcy, insolvency, or similar laws;
[vii]  appointment  by  final order, judgment, or decree of a court of competent
jurisdiction  of  a  receiver  of  the  whole  or  any  substantial  part of the
properties  of  Tenant  (provided  such  receiver shall not have been removed or
discharged  within  60  days  of  the  date  of  his  qualification).

     (f)     [i]  Any  receiver,  administrator, custodian or other person takes
possession  or control of any of the Leased Property and continues in possession
for  60  days;  [ii] any writ against any of the Leased Property is not released
within  60  days;  [iii]  any judgment is rendered or proceedings are instituted
against the Leased Property or Tenant which adversely affect the Leased Property
or  any  part  thereof,  which  is  not  dismissed  for  60  days  (except  as

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<PAGE>
otherwise  provided  in  this  section);  [iv]  all or a substantial part of the
assets  of Tenant are attached, seized, subjected to a writ or distress warrant,
or  are  levied  upon,  or  come  into  the possession of any receiver, trustee,
custodian,  or  assignee  for the benefit of creditors; [ v] Tenant is enjoined,
restrained,  or  in any way prevented by court order, or any proceeding is filed
or  commenced  seeking  to  enjoin,  restrain  or in any way prevent Tenant from
conducting  all or a substantial part of its business or affairs; or [vi] except
as  otherwise permitted hereunder, a final notice of lien, levy or assessment is
filed  of  record  with respect to all or any part of the Leased Property or any
property  of  Tenant  located  at  the  Leased  Property  and  is not dismissed,
discharged,  or  bonded-off  within  30  days.

     (g)     Any  representation  or  warranty  made  by Tenant in this Lease or
any  other  document  executed in connection with this Lease, any guaranty of or
other  security  for  this  Lease,  or  any  report,  certificate,  application,
financial  statement  or other instrument furnished by Tenant pursuant hereto or
thereto shall prove to be false, misleading or incorrect in any material respect
as  of  the  date  made.

     (h)     The  license for the Facility or any other Government Authorization
is  canceled,  suspended,  reduced  to  provisional  or  temporary, or otherwise
invalidated,  or license revocation or decertification proceedings are commenced
against  Tenant  with  respect  to  its  operations at the Facility and, in each
instance,  such  action  is  not  stayed  pending  appeal,  or,  as  a
result of the acts or omissions of Ten ant, any reduction of more than 5% occurs
in the number of licensed units at the Facility, or an admissions ban is issued
for the Facility and remains in effect for a period of more than 45 days.

     8.2 Remedies.Upon the occurrence of an Event of Default under this Lease or
         ---------
any Lease Document, and at any time thereafter until Landlord waives the default
in writing or acknowledges cure of the default in writing, at Landlord's option,
without  declaration,  notice  of  nonperformance,  protest,  notice of protest,
notice  of  default,  notice  to quit or any other notice or demand of any kind,
Landlord  may exercise any and all rights and remedies provided in this Lease or
any  Lease  Document  or  otherwise  provided under law or in equity, including,
without  limitation,  anyone  or  more  of  the  following  remedies:

     (a)     Landlord  may  re-enter  and take possession of the Leased Property
or  any  portion  thereof  without terminating this Lease, and lease such Leased
Property  for  the  account  of  Tenant,  holding Tenant liable for all costs of
Landlord  in reletting such Leased Property and for the difference in the amount
received  by  such  reletting and the amounts payable by Tenant under the Lease.

     (b)     Landlord  may  terminate  this  Lease  with  respect  to all or any
portion  of the Leased Property by written notice to Tenant, exclude Tenant from
possession  of  such  Leased Property and use commercially reasonable efforts to
lease  such  Leased Property to others, holding Tenant liable for the difference
in  the  amounts  received from such reletting and the amounts payable by Tenant
under  this  Lease.

     (c)     Landlord  may  re-enter  the Leased Property or any portion thereof
and have, repossess and enjoy such Leased Property as if this Lease had not been
made,  and  in

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<PAGE>
such  event,  Tenant  and its successors and assigns shall remain liable for any
contingent  or  unliquidated  obligations  or  sums  owing  at  the time of such
repossession.

     (d)     Landlord  may  have  access  to  and  inspect,  examine  and  make
copies  of  the  books and records and any and all accounts, data and income tax
and  other  returns  of  Tenant  insofar  as they pertain to the Leased Property
subject  to Landlord's obligation to maintain the confidentiality of any patient
or  employee information in accordance with the requirements of applicable State
or  federal  law.
     (  e)     Landlord may accelerate all of the unpaid Rent hereunder based on
the then current Rent Schedule so that the aggregate Rent for the unexpired term
of  this  Lease  becomes  immediately  due  and  payable.

     (t)     Landlord  may  take  whatever  action  at  law  or in equity as may
appear  necessary  or  desirable  to  collect the Rent and other amounts payable
under  this  Lease  then  due  and  thereafter  to  become  due,  or  to enforce
performance and observance of any obligations, agreements or covenants of Tenant
under  this  Lease.

     (g)     With  respect  to the Collateral or any portion thereof and Secured
Party's  security interest therein, Secured Party may exercise all of its rights
as  secured  party under Article 9 of the Uniform Commercial Code. Secured Party
may  sell  the  Collateral  by  public  or private sale upon five days notice to
Tenant.  Tenant  agrees  that a commercially reasonable manner of disposition of
the  Collateral  shall  include, without limitation and at the option of Secured
Party, a sale of the Collateral, in whole or in part, concurrently with the sale
of  the  Leased  Property.

     (h)     Secured  Party  may obtain control over and collect the Receivables
and  apply the proceeds of the collections to satisfaction of the obligations of
Tenant  to  Landlord  under this Lease unless prohibited by law. Tenant appoints
Landlord  or  its designee as attorney for Tenant with powers [i] to receive, to
endorse,  to  sign  and/or to deliver, in Tenant's name or Secured Party's name,
any  and  all  checks,  drafts,  and  other  instruments  for  the  payment  of
money  relating  to the Receivables, and to waive demand, presentment, notice of
dishonor,  protest,  and  any  other notice with respect to any such instrument;
[ii]  to  sign  Tenant's  name  on any invoice or bill of lading relating to any
Receivable,  drafts  against  account  debtors, assignments and verifications of
Receivables,  and  notices  to  account  debtors; [iii] to send verifications of
Receivables  to  any  account  debtor;  and [iv] to do all other acts and things
necessary to carry out this Lease. Absent gross negligence or willful misconduct
of  Secured  Party,  Secured  Party  shall  not  be  liable  for  any omissions,
commissions, errors of judgment, or mistakes in fact or law made in the exercise
of  any such powers. At Secured Party's option, Tenant shall [i] provide Secured
Party  a  full accounting of all amounts received on account of Receivables with
such  frequency  and  in  such form as Secured Party may require, either with or
without applying all collections on Receivables in payment of the obligations of
Tenant  to Landlord under this Lease or [ii] deliver to Secured Party on the day
of  receipt  all  such  collections  in  the  form received and duly endorsed by
Tenant.  At  Secured Party's request, Tenant shall institute any action or enter
into  any  settlement  determined  by  Secured  Party  to  be
necessary  to  obtain  recovery or redress from any account debtor in default of
Receivables.  Secured  Party  may  give  notice  of its security interest in the
Receivables  to  any  or  all  account

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<PAGE>
debtors  with  instructions  to  make  all  payments  on Receivables directly to
Secured  Party,  thereby  terminating Tenant's authority to collect Receivables.
After  terminating Tenant's authority to enforce or collect Receivables, Secured
Party  shall  have  the  right  to take possession of any or all Receivables and
records  thereof and is hereby authorized to do so, and only Secured Party shall
have  the  right to collect and enforce the Receivables. Prior to the occurrence
and during the continuance of an Event of Default, at Tenant's cost and expense,
but  on  behalf  of  Secured Party and for Secured Party's account, Tenant shall
collect or otherwise enforce all amounts unpaid on Receivables and hold all such
collections  in  trust  for  Secured  Party,  but  Tenant  may  commingle  such
collections  with Tenant's own funds, until Tenant's authority to do so has been
terminated,  which  may  be done only after an Event of Default. Notwithstanding
any  other  provision  hereof,  Secured  Party  does  not assume any of Tenant's
obligations  under any Receivable, and Secured Party shall not be responsible in
any  way  for  the  performance  of  any  of the terms and conditions thereof by
Tenant.

     (i)     Without  waiving  any  prior  or  subsequent  Event  of  Default,
Landlord may waive any Event of Default or, with or without waiving any Event of
Default,  remedy  any  default.

     (j)     Landlord  may  enter and take possession of the Land or any portion
thereof  and  anyone  or  more  Facilities  without  terminating  this Lease and
complete  construction  and renovation of the Improvements (or any part thereof)
and  perform  the  obligations  of  Tenant  under  the  Lease Documents. Without
limiting  the generality of the foregoing and for the purposes aforesaid, Tenant
hereby  appoints  Landlord its lawful attorney-in-fact with full power to do any
of  the  following:  [i]  complete construction, renovation and equipping of the
Improvements  in  the  name  of  Tenant;  [ii]  use  funds that may be reserved,
escrowed,  or  set  aside for any purposes hereunder at any time to complete the
Improvements;  [iii]  make changes in the plans and specifications that shall be
necessary  or desirable to complete the Improvements in substantially the manner
contemplated  by the plans and specifications; [iv] retain or employ new general
contractors,  subcontractors,  architects, engineers, and inspectors as shall be
required  for  said  purposes; [v] pay, settle, or compromise all existing bills
and claims, which may be liens or security interests, or to avoid such bills and
claims becoming liens against the Facility or security interest against fixtures
or  equipment,  or  as  may  be necessary or desirable for the completion of the
construction  and  equipping  of the Improvements or for the clearance of title;
[vi]  execute all applications and certificates, in the name of Tenant, that may
be required in connection with any construction; [vii] do any and every act that
Tenant  might  do  in  its  own  behalf,  to prosecute and defend all actions or
proceedings in connection with the Improvements; and [viii] execute, deliver and
file all applications and other documents and take any and all actions necessary
to  transfer  the operations of the Facility to Secured Party or Secured Party's
designee.  This power of attorney is a power coupled with an interest and cannot
be  revoked.

     (k)     Landlord  may  apply,  with  or  without  notice to Tenant, for the
appointment  of  a  receiver  ("Receiver")  for  Tenant's business at the Leased
Property  or for the Leased Property; provided, however, in the case of an Event
of  Default  at time when this Master Lease covers more than one Facility, which
Event  of  Default  relates  to  less  than  all  of  the  Leased Property, such
Receiver's power and authority shall be limited to the affected Facility. Unless
prohibited  by  law,  such  appointment  may  be  made  either  before  or after
termination  of  Tenant's  possession  of  the  Leased Property, without notice,
without  regard  to  the  solvency  or  insolvency

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<PAGE>
of Tenant at the time of application for such Receiver and without regard to the
then  value  of  the  Leased  Property,  and  Secured  Party may be appointed as
Receiver.  After  the  occurrence  and  during  the  continuance  of an Event of
Default,  Landlord shall be entitled to appointment of a receiver as a matter of
right  and  without  the need to make any showing other than the existence of an
Event  of  Default.  The  Receiver  shall  have  the power to collect the rents,
income,  profits  and  Receivables of the Leased Property during the pendency of
the  receivership  and  all  other powers which may be necessary or are usual in
such  cases for the protection, possession, control, management and operation of
the  Leased  Property  during  the  whole  of said proceeding. All sums of money
received  by  the Receiver from such rents and income, after deducting therefrom
the  reasonable  charges  and  expenses  paid or incurred in connection with the
collection and disbursement thereof, shall be applied to the payment of the Rent
or  any other monetary obligation of Tenant under this Lease, including, without
limitation, any losses or damages incurred by Landlord under this Lease. Tenant,
if  requested  to do so, will consent to the appointment of any such Receiver as
aforesaid.

     (1)     Landlord  may  terminate  any  management  agreement  with  respect
to  any  of  the  Leased Property and shall have the right to retain one or more
managers  for  the  Leased Property at the expense of Tenant, such manager(s) to
serve  for  such term and at such compensation as Landlord reasonably determines
is  necessary  under  the  circumstances.

     8.3  Right  of  Set-OffLandlord may, and is hereby authorized by Tenant, at
          ------------------
any  time  and from time to time but only after written notice to Tenant setting
forth  in  reasonable  detail a description of the proposed action and the basis
therefor,  to set-off or recoup and apply any and all sums held by Landlord, any
indebtedness  of  Landlord to Tenant, and any claims by Tenant against Landlord,
against  any  obligations of Tenant hereunder and against any claims by Landlord
against  Tenant, whether or not such obligations or claims of Tenant are matured
and  whether  or  not  Landlord  has exercised any other remedies hereunder. The
rights  of  Landlord  under this section are in addition to any other rights and
remedies  Landlord  may  have  against  Tenant.

     8.4  Performance  of Tenant's Covenants.Landlord may perform any obligation
          -----------------------------------
of Tenant which Tenant has failed to perform within five (5) days after Landlord
has  sent a written notice to Tenant informing it of its specific failure and of
the  action proposed to be taken by Landlord. Tenant shall reimburse Landlord on
demand,  as General Additional Rent, for any expenditures reasonably incurred by
Landlord  in  performing  Tenant's  obligations  hereunder.

     8.5     Late  Payment  Charge.     Tenant  acknowledges that any default in
             ----------------------
the
payment  of  any  installment  of Rent payable hereunder will result in loss and
additional expense to Landlord in servicing any indebtedness of Landlord secured
by the Leased Property, handling such delinquent payments, and meeting its other
financial obligations, and because such loss and additional expense is extremely
difficult and impractical to ascertain, Tenant agrees that in the event any Rent
payable  to  Landlord  hereunder  is not paid within 10 days after the due date,
Tenant  shall  pay a late charge of 5% of the amount of the overdue payment as a
reasonable  estimate of such loss and expenses, unless applicable law requires a
lesser  charge,  in  which  event  the maximum rate permitted by such law may be
charged by Landlord. The 10-day grace period set forth in this section shall not
extend  the  time  for  payment  of Rent or the period for curing any default or
constitute  a  waiver  of  such  default.

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<PAGE>
     8.6  Attorneys'  Fees.Tenant  shall  pay  all reasonable costs and expenses
          -----------------
incurred  by  Landlord  in  enforcing or preserving Landlord's rights under this
Lease,  whether  or  not  an  Event of Default has actually occurred or has been
declared  and  thereafter  cured,  including,  without limitation, [i] the fees,
expenses,  and costs of any litigation, appellate, receivership, administrative,
bankruptcy,  insolvency  or  other similar proceeding; [ii] reasonable attorney,
paralegal,  consulting  and  witness  fees  and  disbursements;  and  [iii]  the
expenses,  including, without limitation, lodging, meals, and transportation, of
Landlord  and  its  employees, agents, attorneys, and witnesses in preparing for
litigation,  administrative, bankruptcy, insolvency or other similar proceedings
and attendance at hearings, depositions, and trials in connection therewith. All
such  reasonable  costs,  expenses,  charges and fees payable by Tenant shall be
deemed  to  be  General  Additional  Rent  under  this  Lease.

     8.7  Escrows and Application of Payments.As security for the performance of
          ------------------------------------
Tenant's obligations under this Lease, Tenant hereby assigns to Landlord all its
right,  title,  and  interest  in and to all monies escrowed with Landlord under
this  Lease  and  all  deposits  with  utility companies, taxing authorities and
insurance  companies;  provided,  however,  that Landlord shall not exercise its
rights  hereunder  until an Event of Default has occurred. Any payments received
by  Landlord  under  any  provisions  of  this  Lease  during  the  existence or
continuance  of an Event of Default shall be applied to the Tenant's obligations
under  this  Lease  in  the  order  which  Landlord  may  determine.

     8.8  Remedies  Cumulative.The remedies of Landlord herein are cumulative to
          ---------------------
and not in lieu of any other remedies available to Landlord at law or in equity.
The  use  of  any one remedy shall not be taken to exclude or waive the right to
use  any  other  remedy.

     8.9  Waivers.Tenant  waives [i] any notice required by statute or other law
          --------
as a condition to bringing an action for possession of, or eviction from, any of
the Leased Property, [ii] any right of re-entry or repossession, [iii] any right
to  a  trial  by  jury in any action or proceeding arising out of or relating to
this  Lease, [iv] any right of redemption whether pursuant to statute, at law or
in  equity,  [v]  all  presentments,  demands  for  performance,  notices  of
nonperformance,  protest,  notices  of  protest, notices of dishonor, notices to
quit  and  any other notice or demand of any kind (other than those specifically
provided  for  in this Lease, and [vi] all notices of the existence, creation or
incurring  of  any  obligation  or advance under this Lease before or after this
date.

     8.10  Obligations Under the Bankruptcy Code.Upon filing of a petition by or
           --------------------------------------
against  Tenant  under  the  Bankruptcy  Code,  Tenant,  as  debtor  and  as
debtor-in-possession,  and  any trustee who may be appointed with respect to the
assets  of or estate in bankruptcy of Tenant, agree to pay monthly in advance on
the  first  day  of  each  month,  as  reasonable  compensation  for the use and
occupancy  of  the  Leased Property, an amount equal to all Rent due pursuant to
this  Lease.  Included  within  and  in  addition  to  any  other  conditions or
obligations  imposed upon Tenant or its successor in the event of the assumption
and/or  assignment of this Lease are the following: [i] the cure of any monetary
defaults  and  reimbursement  of  pecuniary  loss  within  not
more  than  five Business Days of assumption and/or assignment; [ii] the deposit
of  an  additional  amount equal to not less than three months' Base Rent, which
amount  is agreed to be a necessary and appropriate deposit to adequately assure
the future performance under this Lease of the Tenant or its assignee; and [iii]
the  continued  use  of  the  Leased  Property  for  the  Facility  Uses.

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<PAGE>
Nothing  herein shall be construed as an agreement by Landlord to any assignment
of  this  Lease  or  a  waiver of Landlord's right to seek adequate assurance of
future  performance in addition to that set forth hereinabove in connection with
any  proposed  assumption  and/or  assignment  of  this  Lease.

     8.11  California Remedies.In addition to the provisions set forth above, in
           --------------------
the event at any time any Facility covered by this Lease is located in the State
of  California,  the  following  provisions  shall apply and shall supersede any
provision  in  violation  of  the  laws  of  the  State  of  California:

     8.11.1  Remedies.On  the occurrence of an Event of Default, Landlord may at
             ---------
any  time thereafter and prior to the cure of such Event of Default, upon giving
written  notice  to  Tenant  but  without limiting Landlord in the exercise of a
right or remedy which Landlord may have by reason of an Event of Default, do any
of  the  following:
     (a) Landlord may elect to continue the term of this Lease in full force and
effect and not terminate Tenant's right to possession of the Leased Property, in
which  event  Landlord  shall  have the right to enforce any rights and remedies
granted  by  this Lease or by law against Tenant, including, without limitation,
the  right  to  collect when due Rent and other sums payable hereunder. Landlord
shall  not  be  deemed  to  have  elected  to  terminate  this  Lease  unless
Landlord gives Tenant written notice of such election to terminate. Landlord's
acts of maintenance or preservation of the Leased Property or efforts to relet
the Leased Property shall not terminate this Lease.

     (b)  Landlord  may  elect  immediately  upon  written  notice  to Tenant to
terminate  this  Lease at any time prior to Tenant's cure of an Event of Default
and  in  such  event  Landlord may, at Landlord's option, declare this Lease and
Tenant's  right  to  possession  of  the Leased Property terminated, reenter the
Leased  Property,  remove  Tenant's  Property therefrom and dispose of it in any
manner  whatsoever  allowed  by law at Tenant's expense or store it for Tenant's
account  and at Tenant's risk and expense (but Landlord shall not be required to
effect  such  removal),  eject  all persons from the Leased Property and recover
damages from Tenant as hereinafter provided. Any such reentry shall be permitted
by Tenant without hindrance. Landlord shall not thereby be liable in damages for
such  reentry  or be guilty of trespass, forcible entry or unlawful detainer. If
Landlord  so  terminates  this  Lease  and  Tenant's  right  to possession, such
termination  shall  cancel  all Tenant's options, if any, to extend or renew the
term  of  this  Lease.

     (c)  Landlord  may at its sole discretion elect to notify any subtenant (or
assignee)  of  the  Leased  Property  of the existence of an Event of Default by
Tenant  in  writing  and  thereafter  all  Rent  and  other amounts due from any
subtenant  of  the  Leased Property shall be paid to Landlord and Landlord shall
apply  such  Rent  and  other  amounts in payment of the amounts due from Tenant
under  this  Lease.  The  delivery  of  such  notice  to  any  subtenant and the
collection  of  such Rent and other amounts by Landlord shall not terminate this
Lease. Upon Tenant's cure of the Event of Default and receipt by Landlord of all
Rent and other amounts due from Tenant, Landlord shall notify such subtenant (or
assignee)  to  make  payments  as  provided  in  its  sublease  or  lease.

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<PAGE>
     8.11.2  Damages.In  the  event  Landlord elects to terminate this Lease and
             --------
Tenant's  right  to  possession  in accordance with  8.11.1 (b), or the same are
terminated  by operation of law due to an Event of Default, Landlord may recover
as  damages  from  Tenant  the  following:

     (a)  The  worth  at the time of award of the unpaid Rent and other sums due
hereunder  which  had  been  earned  at  the  time  of termination of the Lease;

     (b)  The  worth at the time of award of the amount by which the unpaid Rent
and  other  sums  due  hereunder  which would have been earned after the date of
termination  of  this  Lease  until the time of award exceeds the amount of such
loss  of  Rent  and other sums due that Tenant proves could have been reasonably
avoided;

     (c)  The  worth  at the time of the award of the amount by which the unpaid
Rent  and other sums due hereunder for the balance of the term after the time of
award  exceeds  the  amount  of the loss of such Rent and other sums that Tenant
proves  could  be  reasonably  avoided;

     (d)  Any  other  amount, including but not limited to reasonable attorneys'
fees and court costs, leasing commissions and all costs and expenses incurred by
Landlord  in  reletting the Leased Property or preparing, altering or remodeling
the  Leased  Property for such reletting. Landlord shall also recover any amount
which  is  necessary  to  compensate  Landlord
for  all detriment proximately caused by Tenant's act of default or which in the
ordinary  course  of  things  would  be  likely  to  result  therefrom;  and

     (e) At Landlord's election, such other amounts in addition to or in lieu of
the  foregoing  as  may  be  permitted  from  time  to  time  by applicable law.

The "worth at the time of award" of the amounts referred to in  8.11.2(a) and
(b) above, is computed by allowing interest at the maximum legal rate of
interest. The "worth at the time of award" of the amount referred to in  8.11.2(
c) above, is computed by discounting such amount at the discount rate of Federal
Reserve Bank of San Francisco at the time of award plus 1 %.

ARTICLE  9:  DAMAGE  AND  DESTRUCTION

     9.1  Notice of Casualty.If the Leased Property shall be destroyed, in whole
          -------------------
or  in part, or damaged by fire, flood, windstorm or other casualty in excess of
$150,000.00 (a "Casualty"), Tenant shall give written notice thereof to Landlord
within  two  Business  Days after the occurrence of the Casualty. Within 15 days
after  the  occurrence of the Casualty or as soon thereafter as such information
is  reasonably  available  to  Tenant,  Tenant  shall  provide  the
following information to Landlord: [i] the date of the Casualty; [ii] the nature
of  the  Casualty;
[iii]  a  description  of  the  damage  or  destruction  caused by the Casualty,
including  the  type of Leased Property damaged and the area of the Improvements
damaged;  [iv] a preliminary estimate of the cost to repair, rebuild, restore or
replace  the  Leased  Property;  [  v] a preliminary estimate of the schedule to
complete  the  repair,  rebuilding,  restoration  or  replacement  of the Leased
Property;  [vi]  a  description  of  the  anticipated  property insurance claim,
including  the
name  of  the insurer, the insurance coverage limits, the deductible amount, the
expected  settlement  amount,  and  the  expected  settlement  date; and [vii] a
description  of  the  business

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<PAGE>
interruption  claim,  including  the name of the insurer, the insurance coverage
limits,  the deductible amount, the expected settlement amount, and the expected
settlement  date.  Within five (5) days after request from Landlord, Tenant will
provide  Landlord with copies of all correspondence to the insurer and any other
information  reasonably  requested  by  Landlord.

<PAGE>

9.2

Substantial  Destruction.

<PAGE>

     9.2.1  If  any  Facility's  Improvements are substantially destroyed at any
time  other  than  during the final 18 months of the Term, Tenant shall promptly
rebuild and restore such Improvements in accordance with  9.4 and Landlord shall
make  the  insurance proceeds available to Tenant for such restoration. The term
"substantially destroyed" means any casualty resulting in the loss of use of 50%
or  more  of  the  licensed  units  at  anyone  Facility.

     9.2.2 If any Facility's Improvements are substantially destroyed during the
final  18  months  of  the Term, Landlord may elect to terminate this Lease with
respect  to  the  entire  Leased  Property and retain the insurance proceeds. If
Landlord  elects to terminate, Landlord shall give notice ("Termination Notice")
of its election to terminate this Lease within 30 days after receipt of Tenant's
notice  of  the  damage  and  this  Lease  shall terminate on the 15th day after
delivery of the Termination Notice. If this Lease is so terminated, Tenant shall
be  liable to Landlord for all Rent and all other obligations accrued under this
Lease  through  the  effective  date  of  termination.

     9.3  Partial  Destruction.If  any  Facility's  Improvements  are  not
          ---------------------
substantially  destroyed,  then  Tenant shall comply with the provisions of  9.4
         ---
and  Landlord  shall  make  the  insurance proceeds available to Tenant for such
restoration.

     9.4  Restoration.Subject  to any limitations imposed by law with respect to
          ------------
the rebuilding of the Leased Premises, Tenant shall promptly repair, rebuild, or
restore  the  damaged  Leased  Property,  at Tenant's expense, so as to make the
Leased  Property  at  least  equal  in  value  to  the  Leased Property existing
immediately prior to such occurrence and as nearly similar to it in character as
is  practicable  and reasonable. Before beginning such repairs or rebuilding, or
letting any contracts in connection with such repairs or rebuilding with respect
to  any  Casualty,  Tenant  will  submit for Landlord's approval, which approval
Landlord  will  not  unreasonably  withhold  or  delay, plans and specifications
meeting  the  requirements  of   16.2  for  such repairs or rebuilding. Promptly
after receiving Landlord's approval of the plans and specifications, Tenant will
begin  such  repairs or rebuilding and will prosecute the repairs and rebuilding
to  completion  with  diligence, subject, however, to strikes, lockouts, acts of
God,  embargoes,  governmental  restrictions,  and  other causes beyond Tenant's
reasonable  control.  Landlord will make available to Tenant the net proceeds of
any  fire  or  other  casualty  insurance  paid  to  Landlord for such repair or
rebuilding  as  the same progresses, after deduction of any costs of collection,
including  reasonable  attorneys'  fees.  Payments will be made against properly
certified  vouchers  of a competent architect in charge of the work and approved
by  Landlord.  Payments for deposits for the repairing or rebuilding or delivery
of  materials  to  the Facility will be made upon Landlord's receipt of evidence
satisfactory  to  Landlord  that  such  payments  are  required in advance. With
respect to any Casualty, prior to commencing the repairing or rebuilding, Tenant
shall  deliver  to Landlord for Landlord's approval a schedule setting forth the
estimated  monthly  draws  for  such
work. Landlord will contribute to such payments out of the insurance proceeds an
amount  equal

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<PAGE>
to  the  proportion that the total net amount received by Landlord from insurers
bears  to the total estimated cost of the rebuilding or repairing, multiplied by
the  payment  by  Tenant  on  account  of
such  work. Landlord may, however, withhold 10% from each payment until the work
is  completed and proof has been furnished to Landlord that no lien or liability
has  attached or will attach to the Leased Property or to Landlord in connection
with  such  repairing  or  rebuilding. Upon the completion of rebuilding and the
furnishing  of  such  proof,  the  balance of the net proceeds of such insurance
payable  to  Tenant  on  account of such repairing or rebuilding will be paid to
Tenant.  If  required  by law as a result of the nature or extent of the damage,
Tenant  will  obtain and deliver to Landlord a temporary or final certificate of
occupancy  before  the  damaged  Leased  Property is reoccupied for any purpose.
Tenant shall complete such repairs or rebuilding free and clear of mechanic's or
other  liens, and in accordance with the building codes and all applicable laws,
ordinances,  regulations,  or  orders  of  any state, municipal, or other public
authority  affecting  the repairs or rebuilding, and also in accordance with all
requirements  of  the  insurance  rating  organization,  or  similar  body.  Any
remaining  proceeds  of  insurance  after  such  restoration  will  be  Tenant's
property.

     9.5  Insufficient  Proceeds.If the proceeds of any insurance settlement are
          -----------------------
not  sufficient  to  pay the costs of Tenant's repair, rebuilding or restoration
under  9.4 in full, Tenant shall deposit with Landlord at Landlord's option, and
within  10  days  of  Landlord's  request,  an  amount  sufficient in Landlord's
reasonable  judgment to complete such repair, rebuilding or restoration or shall
provide  Landlord  with evidence reasonably satisfactory to Landlord that Tenant
has  available  the  funds  needed  to  complete  such  repair,  rebuilding  or
restoration.  Tenant shall not, by reason of the deposit or payment, be entitled
to  any  reimbursement  from  Landlord  or  diminution in or postponement of the
payment  of  the  Rent.

     9.6  Not Trust Funds.Notwithstanding anything herein or at law or equity to
          ----------------
the contrary, none of the insurance proceeds paid to Landlord as herein provided
shall  be  deemed trust funds, and Landlord shall be entitled to dispose of such
proceeds  as  provided  in  this Article 9. Tenant expressly assumes all risk of
loss,  including  a  decrease  in  the  use,  enjoyment  or value, of the Leased
Property  from  any  casualty  whatsoever,  whether  or not insurable or insured
against.

     9.7  Landlord's  Inspection.During  the  progress  of  such  repairs  or
          -----------------------
rebuilding,  Landlord  and  its architects and engineers may, from time to time,
         -
inspect  the  Leased  Property  and will be furnished, if required by them, with
copies  of all plans, shop drawings, and specifications relating to such repairs
or  rebuilding. Tenant will keep all plans, shop drawings, and specifications at
the  building,  and  Landlord  and  its  architects  and  engineers  may examine
them  at  all reasonable times and on reasonable notice. If, during such repairs
or  rebuilding,
Landlord  and  its  architects  and  engineers  determine  that  the  repairs or
rebuilding  are  not  being  done  in  accordance  with  the  approved plans and
specifications,  Landlord  will  give  prompt  notice  in  writing  to  Tenant,
specifying  in  detail  the particular deficiency, omission, or other respect in
which Landlord claims such repairs or rebuilding do not accord with the approved
plans and specifications. Upon the receipt of any such notice, Tenant will cause
corrections  to  be  made to any deficiencies, omissions, or such other respect.
Tenant's  obligations  to  supply  insurance,  according  to  Article 4, will be
applicable  to  any  repairs  or  rebuilding  under  this  section.

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     9.8  Landlord's  Costs.Tenant  shall,  within  30  days after receipt of an
          ------------------
invoice  from  Landlord,  pay  the costs, expenses, and fees of any architect or
engineer  employed  by  Landlord  to  review any plans and specifications and to
supervise  and  approve  any  construction,
or for any services rendered by such architect or engineer to Landlord as
contemplated by any of the provisions of this Lease, or for any services
performed by Landlord's attorneys in connection therewith.

     9.9 No Rent Abatement.Rent will not abate pending the repairs or rebuilding
         ------------------
of  the  Leased  Property.

ARTICLE  10:  CONDEMNATION

     10.1  Total  Taking.If,  by  exercise  of the right of eminent domain or by
           --------------
conveyance  made  in  response  to  the  threat  of  the  exercise of such right
("Taking"),  any  entire  Facility Property is taken, or so much of any Facility
Property  is taken that the number of licensed units at the Facility Property is
reduced  by  more  than 25% as a result of such Taking, then this Lease will end
with  respect  to  such  Facility Property only on the earlier of the vesting of
title  to  the  Facility  Property  in the condemning authority or the taking of
possession  of  the  Facility  Property  by  the condemning authority. Upon such
termination,  the  Base Rent shall be reduced to eliminate the rent allocated by
the  terms  of  this  Lease  to  the  affected Facility unless there is only one
Facility Property subject to this Lease at the time of the Taking, in which case
the Lease will terminate. All damages awarded for such Taking under the power of
eminent  domain shall be the property of Landlord, whether such damages shall be
awarded  as
compensation for diminution in value of the leasehold or the fee of the Facility
Property;  provided, however, nothing herein shall preclude Tenant from pursuing
a  separate  award for the Taking of its Tenant's Property (as defined below) or
for  relocation  costs  or  expenses.

     10.2  Partial  Taking.If,  after a Taking, so much of the Facility Property
           ----------------
remains  that  the  Facility  Property  can  be  used for substantially the same
purposes  for  which  it  was  used immediately before the Taking, then [i] this
Lease  will  end  as to the part taken on the earlier of the vesting of title to
such  Leased Property in the condemning authority or the taking of possession of
such  Leased  Property by the condemning authority and the Rent will be adjusted
accordingly  taking  into  account,  among  other  factors,  the number of units
affected  by  such Taking; [ii] at its cost, Tenant shall restore so much of the
Facility  Property  as  remains  to  a  sound  architectural  unit substantially
suitable  for  the purposes for which it was used immediately before the Taking,
using  good workmanship and new, first-class materials; [iii] upon completion of
the  restoration,  Landlord  will pay Tenant the lesser of the net award made to
Landlord  on  the  account  of the Taking (after deducting from the total award,
reasonable  attorneys',  appraisers',  and  other  fees  and  costs  incurred in
connection  with  the  obtaining of the award and amounts paid to the holders of
mortgages  secured  by  the Facility Property), or Tenant's actual out-of-pocket
costs of restoring the Facility Property; and [iv] Landlord shall be entitled to
the  balance of the net award except to the extent specifically allocated to the
value  of  Tenant's  Property  or  any
relocation  costs  or  expenses  incurred  by Tenant as a result of such Partial
Taking.  The  restoration shall be completed in accordance with   9.4, 9.5, 9.7,
9.8  and  9.9  with  such  provisions deemed to apply to condemnation instead of
casualty.

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     10.3 Condemnation Proceeds Not Trust Funds.Notwithstanding anything in this
          --------------------------------------
Lease  or  at law or equity to the contrary, none of the condemnation award paid
to  Landlord  shall  be  deemed  trust  funds, and Landlord shall be entitled to
dispose  of  such  proceeds  as  provided  in  this Article 10. Tenant expressly
assumes  all risk of loss, including a decrease in the use, enjoyment, or value,
of  the  Leased  Property  from  any  Condemnation.

ARTICLE  11:  TENANT'S  PROPERTY

     11.1  Tenant's  Property.Tenant shall have the right to install, place, and
           -------------------
use  on  the  Leased Property such fixtures, furniture, equipment, inventory and
other  personal  property  in addition to Landlord's Personal Property as may be
required  or  as  Tenant  may,  from  time  to time, deem necessary or useful to
operate the Leased Property for its permitted purposes. All fixtures, furniture,
equipment,  inventory, and other personal property installed, placed, or used on
the  Leased  Property  which  is  owned by Tenant or leased by Tenant from third
parties  is  hereinafter  referred  to  as  "Tenant's  Property".

     11.2 Requirements for Tenant's Property.Tenant shall comply with all of the
          -----------------------------------
following  requirements  in  connection  with  Tenant's  Property:

     (a)     Tenant  shall, at Tenant's sole cost and expense, maintain, repair,
and  replace  Tenant's  Property.

     (b)     Tenant  shall,  at  Tenant's  sole  cost and expense, keep Tenant's
Property  insured  against  loss  or  damage  by  fire,  vandalism and malicious
mischief, sprinkler leakage, earthquake, and other physical loss perils commonly
covered  by  fire and extended coverage, boiler and machinery, and difference in
conditions insurance in an amount not less than 90% of the then full replacement
cost  thereof. Tenant shall use the proceeds from any such policy for the repair
and  replacement of Tenant's Property. The insurance shall meet the requirements
of  4.3.

<PAGE>

(c)

Tenant  shall  pay  all  taxes  applicable  to  Tenant's  Property.

<PAGE>

     (d)     If  Tenant's  Property is damaged or destroyed by fire or any other
cause, Tenant shall have the right, but not the obligation, to repair or replace
Tenant's  Property  (unless the same is required for the operation of the Leased
Property  in compliance with applicable Legal Requirements, in which case Tenant
shall be required to promptly repair or replace the same) unless Landlord elects
to  terminate  this  Lease  pursuant  to  9.2.2.

     (  e)     Unless an Event of Default or any event which, with the giving of
notice  or  lapse  of  time,  or  both, would constitute an Event of Default has
occurred, Tenant may remove Tenant's Property from the Leased Property from time
to  time  provided  that  [i]  the items removed are not required to operate the
Leased  Property  for the Facility Uses (unless such items are being replaced by
Tenant);  and  [ii]  Tenant  repairs any damage to the Leased Property resulting
from  the  removal  of  Ten  ant's  Property.

     (f)     Tenant  shall not, without the prior written consent of Landlord or
as  otherwise  provided  in  this  Lease, remove any Tenant's Property or Leased
Property.  Tenant shall, at Landlord's option, remove Tenant's Property upon the
termination  or  expiration  of  this

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Lease  and  shall  repair  any  damage to the Leased Property resulting from the
removal of Tenant's Property. If Tenant fails to remove Tenant's Property within
30 days after request by Landlord, then Tenant shall be deemed to have abandoned
Tenant's  Property, Tenant's Property shall become the property of Landlord, and
Landlord  may  remove,  store  and  dispose of Tenant's Property. In such event,
Tenant  shall  have  no claim or right against Landlord for such property or the
value  thereof  regardless  of the disposition thereof by Landlord. Tenant shall
pay  Landlord,  upon  demand,  all  expenses  incurred  by Landlord in removing,
storing,  and  disposing of Tenant's Property and repairing any damage caused by
such  removal.  Tenant's  obligations hereunder shall survive the termination or
expiration  of  this  Lease.

     (g)     Tenant  shall  perform its obligations under any equipment lease or
security  agreement  for  Tenant's  Property.  For equipment loans or leases for
critical  care  equipment and for all other equipment having an original cost in
excess  of $250,000.00 per Facility, Tenant shall cause such equipment lessor or
lender  to  enter  into  a nondisturbance agreement with Landlord upon terms and
conditions acceptable to Landlord, including, without limitation, the following:
[i]  Landlord  shall  have  the  right  (but  not the obligation) to assume such
equipment lease or security agreement upon the occurrence of an Event of Default
by  Tenant hereunder; [ii] such equipment lessor or lender shall notify Landlord
of  any  default  by  Tenant under the equipment lease or security agreement and
give  Landlord a reasonable opportunity to cure such default; and [iii] Landlord
shall  have  the right to assign its interest in the equipment lease or security
agreement  and  nondisturbance  agreement.  Tenant  shall,  within 30 days after
receipt  of  an  invoice  from  Landlord,  reimburse  Landlord for all costs and
expenses  incurred  in  reviewing  and  approving  the equipment lease, security
agreement  and  nondisturbance  agreement,  including,  without  limitation,
reasonable  attorneys'  fees  and  costs.

ARTICLE  12:  RENEWAL  OPTIONS

     Tenant  acknowledges  and  agrees  that Tenant shall have no right to renew
this  Lease  beyond  the  Term.

ARTICLE  13:  RIGHT  OF  FIRST  OPPORTUNITY

     13.1     Right  of  First  Opportunity.In  the event at any time during the
              ------------------------------
Term  either
[i]  Landlord  elects  to seek a purchaser of the Leased Property (the "Right of
First  Opportunity  Event")  or  [ii] Landlord receives a bona fide offer from a
third  party  (the "Offer") setting forth the terms and conditions upon which it
proposes  to  purchase  the Leased Property which it is interested in accepting,
but  in  no  event  shall  Landlord  be obligated to accept (the "Right of First
Refusal  Event"),  the  following  provisions  shall  apply:

     (a) In the event of the occurrence of the Right of First Opportunity Event,
Landlord  shall  provide  Tenant  with  written notice of its intent to sell the
Leased  Property  and  its proposed terms with respect thereto (the "Opportunity
Notice").  Landlord  and  Tenant  shall  have a period of 30 days after Tenant's
receipt  of the Opportunity Notice (the "Protected Period") to negotiate in good
faith  with  respect  to  the  terms and conditions under which such transaction
shall  occur  (the  "Opportunity Transaction"). In the event Landlord and Tenant
are  unable  to  reach agreement within the Protected Period with respect to the
terms  of the Opportunity Transaction, then Landlord shall be free to enter into
negotiations  with  respect  to  the  Opportunity

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Transaction  with  any  other person or entity; provided, however, that Landlord
shall  not  be  permitted  to  consummate a transaction with any other person or
entity  on  terms  which  are  less  favorable to Landlord than those offered to
Tenant during the Protected Period without first offering Tenant the opportunity
on  written  notice  setting  forth  such  terms  to  consummate the Opportunity
Transaction  on such alternative terms and conditions (the "Modified Opportunity
Notice");  provided,  however,  that  Tenant  shall be deemed to have waived its
right  to proceed with such revised Opportunity Transaction in the event it does
not  advise  Landlord of its election to proceed within 5 days after its receipt
of  the  Modified  Opportunity  Notice.
     (b)  In  the  event  of  the  occurrence of a Right of First Refusal Event,
Landlord  shall  provide  Tenant  with a true and correct copy of the Offer (the
"Right  of First Refusal Notice"). Tenant shall have 10 days from its receipt of
the  Right  of  First Refusal Notice to advise Landlord in writing whether it is
prepared to purchase the Leased Property on the same terms and conditions as set
forth  in  the  Offer. Tenant's failure to so advise Landlord within such 10 day
period shall be deemed to be a determination by Tenant not to exercise the right
of  first  refusal  provided for herein, at which time Landlord shall be free to
consummate  the  transaction
which  was  the subject of the Offer; provided, however, that Landlord shall not
be  permitted  to  modify  the  terms  specified  in the Offer in an manner more
favorable  to  the  third  party than those reflected in the original Offer (the
"Modified  Offer")  without  first  again  offering  Tenant  the  opportunity to
consummate a transaction on the terms set forth in the Modified Offer; provided,
however,  that  Tenant  shall be deemed to have waived its right to proceed with
such  a  transaction
in  the  event  it  does not advise Landlord of its election to proceed within 5
days  after  its  receipt  of  the  Modified  Offer.

     (c)  In  the  event Landlord does not consummate a transaction on the terms
provided  for in the Offer or the Modified Offer, as applicable, within 120 days
after  the  date  thereof,  Landlord  shall  not be permitted to sell the Leased
Property to the Offeror or to any other party, whether on the terms set forth in
the  Offer  or  the  Modified  Offer,  as applicable, or pursuant to a new Offer
without again first offering Tenant an option to consummate a transaction on the
terms  specified  in  the  Offer,  the  Modified  Offer  or  any  new  Offer, as
applicable;  provided,  however,  that Tenant shall be deemed to have waived its
rights  hereunder  in  the  event it does not advise Landlord of its election to
proceed  within  5 days after its receipt of another copy of the Offer or of the
Modified  Offer  or  the  new  Offer,  as  applicable.
     (d)  In  the  event Tenant exercises its right of first refusal or right of
first  opportunity  provided for herein, Tenant and Landlord shall have a period
of  30  days in which to enter into one or more written agreements outlining the
terms  and  conditions,  in addition to those set forth in the Offer or Modified
Offer,  if  applicable,  on  which  the  sale  will  occur  (the  "Transaction
Documents").  In  the  event Landlord and Tenant fail to execute the Transaction
Documents  within  said  10  day  period,  then  Tenant  shall be deemed to have
forfeited  its  rights  hereunder  with  respect  to such transaction; provided,
however,  that  Landlord  shall  not  be
permitted  to  sell  the  Leased Property to any other person or entity on terms
which  are  less  favorable  to Landlord than those offered to Tenant during the
Protected  Period or beyond the expiration of the 120 day period provided for in
clause  (c),  without  first  complying  with  the
terms of this  13.1 unless Landlord and Tenant failed to execute the Transaction
Documents  as  a result of Tenant's bad faith in the negotiation of the terms of
such  Transaction  Documents,  in

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<PAGE>
which  case Landlord shall be permitted to sell the Leased Property to any other
person  or  entity  regardless  of  the  terms  of  such  transaction.

     (e) Any sale of the Leased Property by Landlord pursuant to this  13, other
than  to  Tenant,  shall  be  subject to the rights of Ten ant under this Lease,
including,  but  not  limited  to,  its  rights  under  this   13.

     (f)  Any  closing pursuant to, and the consequences to Tenant of failing to
close  after exercising its rights under   13.1, shall be in accordance with the
terms  set forth in the Offer or Modified Offer and in the Transaction Documents
executed  pursuant  to  the  terms  of  this  Article  13.

ARTICLE  14:  NEGATIVE  COVENANTS

     Until  the obligations of Tenant under this Lease shall have been performed
in  full,  Tenant  covenants  and  agrees  that  Tenant  shall not do any of the
following  without  the  prior  written  consent  of  Landlord:

     14.1 No Debt.Tenant shall not create, incur, assume, or permit to exist any
          --------
indebtedness  with  respect  to  the  Leased  Property other than [i] trade debt
incurred  in  the  ordinary  course  of business; [ii] indebtedness for Facility
working  capital  purposes;  and  [iii]  indebtedness  that  is  secured  by any
Permitted  Lien.

     14.2  No Liens.Tenant shall not create, incur, or permit to exist any lien,
           ---------
charge,  encumbrance,  easement  or restriction upon the Leased Property, except
for  Permitted  Liens.

     14.3  No  Guaranties.Tenant  shall  not create, incur, assume, or permit to
           ---------------
exist  any  guarantee  of  any  loan  or  other indebtedness with respect to the
operation  of  the  Leased  Properties  except for the endorsement of negotiable
instruments  for  collection  in  the  ordinary  course  of  business.

     14.4  No Transfer.Tenant shall not sell, lease, sublease, mortgage, convey,
           ------------
assign  or  otherwise  transfer  any  legal  or equitable interest in the Leased
Property  or  any part thereof, except for transfers made in connection with any
Permitted  Lien  or leases to the residents of the Leased Property or commercial
leases  with  respect  to  a  portion  of  the Leased Property comprising in the
aggregate  less  than 2,500 square feet provided such commercial leases shall be
for  services  that  are  an  integral  part  of  the  Facility.

     14.5  No  Dissolution.Tenant  shall  not  dissolve,  liquidate,  merge,
           ----------------
consolidate  or  terminate its existence or sell, other than in a sale-leaseback
or  sale/manage  back transaction, assign, lease, or otherwise transfer (whether
in  one  transaction or in a series of transactions) all or substantially all of
its  assets  (whether  now owned or hereafter acquired) unless, in the case of a
merger or consolidation by Tenant, the surviving entity in such merger has a net
worth  immediately  after  the merger or consolidation at least equal to that of
the  Tenant  immediately  prior  thereto.

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     14.6     Subordination of Certain Payments.After the occurrence of an Event
              ----------------------------------
of
Default  and  until  such Event of Default is cured or waived in writing, Tenant
shall  not  make  any  payments or distributions (including, without limitation,
salary,  bonuses,  fees,  principal,  interest,  dividends,  liquidating
distributions,  management  fees,  cash flow distributions or lease payments but
specifically  excluding  salary paid to employees of the Facilities or employees
of  Tenant  in  the ordinary course of business) to any wholly or majority owned
subsidiary  or sister corporation or to any person or entity which controls such
subsidiary  or  sister  corporation;  provided, however, nothing herein shall be
construed  as prohibiting any payments due to Landlord or Landlord's Affiliates,
whether  under  the terms of this Lease or under any other contract or agreement
between  such  parties,  all  of  which shall be permitted despite the fact that
Landlord  and  its  Affiliates  are  Affiliates  of  Ten  ant.

     14.7  Change  of  Location  or  Name.Tenant  shall  not,  without providing
           -------------------------------
Landlord with 30 days prior notice thereof, change any of the following: [i] the
location  of the principal place of business or chief executive office of Tenant
or  any  office where any of Tenant's books and records are maintained; [ii] the
name  under  which  Tenant  conducts any of its business or operations; or [iii]
reorganize  or  otherwise  change  its  Organization  State.

ARTICLE  15:  AFFIRMATIVE  COVENANTS

     15.1  Perform  Obligations.Tenant shall each perform all of its obligations
           ---------------------
under  this  Lease, the Government Authorizations, the Permitted Exceptions, and
all  Legal  Requirements.

     15.2  Proceedings  to Enjoin or Prevent Construction.If any proceedings are
           -----------------------------------------------
filed  seeking  to  enjoin  or  otherwise prevent or declare invalid or unlawful
Tenant's  construction,  occupancy, maintenance, or operation of the Facility or
any  portion  thereof,  Tenant  will  cause  such  proceedings  to be vigorously
contested  in  good  faith,  and  in the event of an adverse ruling or decision,
prosecute  all  allowable  appeals  therefrom,  and  will,  without limiting the
generality  of the foregoing, resist the entry or seek the stay of any temporary
or  permanent  injunction  that  may  be  entered, and use its best commercially
reasonable efforts to bring about a favorable and speedy disposition of all such
proceedings  and  any  other  proceedings.

<PAGE>

15.3

Documents  and  Information.

<PAGE>

     15.3.1  Furnish  Documents.Tenant shall periodically during the term of the
             -------------------
Lease  deliver  to  Landlord the Annual Financial Statements, Periodic Financial
Statements,  Annual  Facility  Budget  and Annual Company Budget within the time
periods  specified  on  Exhibit  E.

     15.3.2  Lender  Required  Documents.To  the  extent not included in Section
             ----------------------------
15.3.1. Tenant shall provide the following financial and operational information
to Landlord and/or Lender, as set forth below, throughout the term of the Lease:

     (a)  Within one hundred twenty (120) days after the end of each fiscal year
of
Tenant,  either (i) audited financial statements of the Tenant, which statements
shall  be  prepared in accordance with GAAP (with the exception of the method of
accounting  for  resident  move in fees) and shall include a balance sheet and a
statement  of  income  and  expenses  for  the  year  then

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<PAGE>
ended, and shall be certified as true and correct in all material respects by a
financial officer of the Tenant or (ii) for so long as Tenant's stock is traded
on a national stock exchange, Tenant's 10K filing with the Securities and
Exchange Commission.

     (b) Within forty-five (45) days after the end of each fiscal quarter of
Landlord, either (i) unaudited quarterly financial statements of the operations
of the Facility, which statements shall be prepared in accordance with GAAP
(with the exception of the method of accounting for resident move in fees) and
shall include a balance sheet and statement of income and expenses for the
quarter then ended, certified by a financial officer of the Tenant as true and
correct or (ii) for so long as Tenant's stock is traded on a national stock
exchange, Tenant's lOQ filing with the Securities and Exchange Commission.

     (c)  Within  forty-five  (45)  days  of the end of each calendar quarter, a
statement  of  the  number  of  unit days available and the actual resident days
incurred  for  the  quarter,  together  with quarterly census information of the
Facility as of the end of such quarter in sufficient detail to show resident-mix
(i.e.,  private,  Medicare,  Medicaid,  and  V.A.)  on  a  daily
average basis for such year through the end of such quarter, certified by a
financial officer of Tenant to be true and correct, which such statements of the
Facility shall be accompanied by the Quarterly Financial Statements and Census
Data attached hereto as Exhibit "F".

     (d)     Upon  request  by  Landlord,  as soon as available, but in no event
more
than thirty (30) days after the filing deadline, as may be extended from time to
time,  copies  of  all  federal, state and local tax returns of Tenant, together
with  all  supportive  documentation  and  schedules.

     (e)  Within  ten  (10) days following filing, all Medicaid cost reports and
any  amendments  thereto  filed  with respect to the Facility and all responses,
audit  reports,  or  inquiries  with  respect  to  such  cost  reports.

     (f)  Within  ten  (10) days following receipt, a copy of the "Medicaid Rate
Calculation  Worksheet"  (or  the  equivalent thereof) issued by the appropriate
Medicaid  agency  for  the  Facility.

     (g)  Within ten (10) days of receipt, a statement of the number of resident
days  for  the Facility for which the Facility has received the Medicare default
rate  for  any applicable period. For purposes herein, "default rate" shall have
the  meaning  ascribed  to  it in that certain Medicare rate notification letter
prepared  in  connection  with  any  review  or  survey  of  the  Facility.
Upon  request  by  Landlord,  evidence  of  payment  by Tenant of any applicable
provider  bed  taxes  or  similar  taxes,  which  taxes  Tenant  agrees  to pay.

     (h)  If requested by Landlord or Lender and to the extent available, within
twenty  (20)  days  of  Landlord's  request,  an aged accounts receivable report
prepared by Tenant of the Facility in sufficient detail to show amounts due from
each class of resident-mix, if applicable (i.e., private, Medicare, Medicaid and
V.A.) by the account age classifications of 30 days, 60 days, 90 days, 120 days,
and  over  120  days.

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<PAGE>
     (i)  At  the time of furnishing the quarterly operating statements required
under  this Section 15.3.1, Tenant shall furnish to Landlord such information as
may  be required for Landlord to complete the compliance certificate in the form
attached  hereto  as  Exhibit  G.

     (j)  Within  twenty  (20)  days of receipt a copy of any Medicaid, or other
licensing  agency  surveyor  report and any statement of deficiencies and/or any
other  report  indicating  that  any  action  is  pending or being considered to
downgrade  the  Facility  to  a substandard category, and within the time period
required  by  the  particular  agency  for  furnishing a plan of correction also
furnish or cause to be furnished a copy of the plan of correction generated from
such  surveyor report for the Facility, and correct or cause to be corrected any
deficiency,  the  curing  of  which is a condition of continued licensure or for
full  participation  in  Medicaid or any other reimbursement program pursuant to
any  third  party  reimbursement  contract  for  existing  residents  or for new
residents  to  be admitted with Medicaid coverage, by the date required for cure
by  such  agency  (plus  extensions  granted  by  such  agency).

     15.3.2  Furnish  Information.Tenant shall [i] promptly supply Landlord with
             ---------------------
such  information  concerning  its financial condition, affairs and property, as
Landlord  may  reasonably  request  from  time  to time hereafter; [ii] promptly
notify  Landlord  in writing of any condition or event that constitutes a breach
or  event  of  default  of  any  term,  condition,  warranty, representation, or
provisions  of  this  Lease  or any other agreement, and of any material adverse
change  in  its financial condition; [iii] maintain a standard and modern system
of  accounting;
[iv]  permit  Landlord  or any of its agent or representatives to have access to
and  to  examine  all  of
its  books  and records regarding the financial condition of the Facility at any
time  or  times  hereafter  during  business  hours and after reasonable oral or
written  notice; and [v] permit Landlord to copy and make abstracts from any and
all  of  said  books  and records subject to any limitations imposed by State or
federal law with respect to the confidentiality of patient and employee records.

     15.3.3  Further  Assurances  and  Information.Tenant  shall,  on request of
             --------------------------------------
Landlord  from  time  to time, execute, deliver, and furnish documents as may be
necessary  to  fully  consummate the transactions contemplated under this Lease.
Within  15  days after a request from Landlord, Tenant shall provide to Landlord
such  additional  information  regarding  Tenant,
Tenant's  financial  condition  or  the Facility as Landlord, or any existing or
proposed  creditor  of  Landlord, or any auditor or underwriter of Landlord, may
reasonably  require  from  time  to  time.

     15.3.4  Material  Communications.Tenant  shall transmit to Landlord, within
             -------------------------
five  days  after  receipt  thereof,  any  material  communication  affecting  a
Facility,  this  Lease, the Legal Requirements or the Government Authorizations,
and  Tenant  will  promptly  respond  to Landlord's inquiry with respect to such
information.  Tenant  shall  notify  Landlord  in writing within five days after
Tenant  has  knowledge  of  any  potential, threatened or existing litigation or
proceeding  against,  or  investigation  of,  Tenant  or the Facility that would
reasonably  be expected to adversely affect the right to operate the Facility or
Landlord's  title  to  the  Facility  or  Tenant's  interest  therein.

     15.3.5  Requirements  for  Financial  Statements.Tenant  shall  meet  the
             -----------------------------------------
following  requirements  in  connection  with  the  preparation of the financial
statements: [i] all audited financial statements shall be prepared in accordance
with  general  accepted  accounting  principles

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<PAGE>
consistently  applied  except  with  respect  to  the  method  of accounting for
resident move in fees; [ii] all unaudited financial statements shall be prepared
in  a manner substantially consistent with prior audited and unaudited financial
statements  submitted  to  Landlord; [iii] all financial statements shall fairly
present  the  financial condition and performance for the relevant period in all
material respects; [iv] the audited financial statements shall include all notes
to  the  financial  statements and a complete schedule of contingent liabilities
and transactions with Affiliates; and [v] the audited financial statements shall
contain  an  unqualified  opinion.

<PAGE>

     15.4  Compliance  With Laws.Tenant shall comply with all Legal Requirements
           ----------------------
and  keep  all  Government  Authorizations  in full force and effect. Subject to
Tenant's  right  to contest the same in accordance with the terms of this Lease,
Tenant  shall  pay when due all taxes and governmental charges of every kind and
nature  that  are assessed or imposed upon Tenant at any time during the term of
the  Lease, including, without limitation, all income, franchise, capital stock,
property,  sales  and  use,  business, intangible, employee withholding, and all
taxes  and  charges  relating  to Tenant's business and operations at the Leased
Property.  Tenant  shall  be  solely  responsible  for compliance with all Legal
Requirements,  including  the ADA, and Landlord shall have no responsibility for
such  compliance.

<PAGE>

15.5

Existence.Tenant  shall  maintain  its  existence  throughout  the  term of this
----------

<PAGE>
Lease.

<PAGE>

15.6

Facility  Licensure  and  Certification.
----------------------------------------

<PAGE>

     15.6.1.  Tenant  shall [i] give written notice to Landlord within five days
after  an  inspection  of  the Facility with respect to health care licensure or
certification  has  occurred; and [ii] deliver to Landlord copies of each of the
reports,  notices, correspondence and all other items and documents delivered to
Tenant  by  the  applicable  Governmental  Authority  as part of such inspection
process  within  five  days  after  receipt  thereof

<PAGE>

     15.6.2  If  Tenant  receives  a  Facility  surveyor  inspection report with
material  deficiencies  which  threatens  a loss of licensure or, if applicable,
certification  of  the  Facility or the imposition of a ban on admissions to the
Facility  (collectively "Material Regulatory Deficiencies") or notice of failure
to  comply  with  a  previously submitted plan of correction related to a survey
with  Material  Regulatory  Deficiencies,  Tenant shall cure all of the Material
Regulatory  Deficiencies  and  implement  all  corrective  actions  with respect
thereto  by  the  date  required  by  the regulatory authority and shall deliver
evidence  of  same  to  Landlord.

<PAGE>

     15.7     Transfer  of License and Facility Operations.     If this Lease is
              ---------------------------------------------
terminated
due to expiration of the Term, pursuant to an Event of Default or for any reason
other  than  Tenant's  purchase of the Leased Property, or if Tenant vacates the
Leased  Property  (or any part thereof) without termination of this Lease (other
than  during  periods of repair or reconstruction after damage, destruction or a
Taking,  the  following  provisions  shall  be  immediately  effective:

<PAGE>

     15.7.1  Licensure.Tenant  shall execute, deliver and file all documents and
             ----------
statements  requested by Landlord to effect the transfer of the Facility license
and  Government  Authorizations to a replacement operator designated by Landlord
("Replacement  Operator"),  subject  to  any  required  approval of governmental
regulatory  authorities,  and  Tenant  shall  provide

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<PAGE>
to  Landlord all information and records required by Landlord in connection with
the  transfer  of  the  license  and  Government  Authorizations.

     15.7.2  Facility  Operations.In  order  to  facilitate  a  responsible  and
             ---------------------
efficient  transfer  of  the operations of the Facility, Tenant shall, if and to
the  extent  requested  by Landlord, [i] assuming Tenant has not already vacated
the  Leased Property, continue and maintain the operation of the Facility in the
ordinary course of business, including using its commercially reasonable efforts
to  retain  the  residents at the Facility to the fullest extent practicable and
consistent  with applicable laws and regulations, until transfer of the Facility
operations  to  the  Replacement  Operator  is  completed;  [ii] enter into such
management  agreements,  operations  transfer  agreements  and  other  types  of
agreements  that  may  be  reasonably  requested  by Landlord or the Replacement
Operator;  provided, however, in no event shall Tenant be required to permit the
Replacement  Operator  to  operate the Leased Property under its licenses unless
Tenant  receives  confirmation  that  doing so will not violate applicable Legal
Requirements  and  appropriate indemnities from the Replacement Operator in form
and  substance  reasonably  acceptable  to  Tenant;  and [iv] provide reasonable
access  during  normal  business  hours  and  on  reasonable  advance notice for
Landlord and its agents to show the Facility to potential replacement operators.
Tenant  consent  to  the  distribution  by  Landlord  to  potential  replacement
operators  of  Facility  financial  statements, licensure reports, financial and
property  due diligence materials and other documents, materials and information
relating  to  the  Facility.  The  provisions  of  this section do not create or
establish  any  rights  in  Tenant  or any third party and Landlord reserves all
rights  and  remedies  relating  to  termination  of  this  Lease.

     15.8  Operating  Rights.Tenant  acknowledges  and agrees that the rights to
           ------------------
operate  the  units  located at the Facility as set forth on Exhibit A under the
law  of  the  Facility  State,  to relocate such bed operating rights to another
location  or  locations,  and  to  transfer  such  bed operating rights to third
parties,  are  property of the Landlord and are an integral part of the real and
personal  property  that  constitutes  the  Leased Property. Tenant has only the
right  to  use  of  such rights during the term of this Lease and subject to its
terms  and  conditions.  All  operating  rights  shall  automatically  revert to
Landlord or Landlord's designee upon the expiration or termination of this Lease
for  any reason whatsoever (other than Tenant's purchase of the Leased Property)
without  any  requirement  of  a  transfer  or  the  payment  of  additional
consideration.

     15.9  Power  of  Attorney.Effective  upon [i] the occurrence and during the
           --------------------
continuance  of  an  Event of Default, or [ii] termination of this Lease for any
reason  other  than  Tenant's  purchase  of  the  Leased Property, Tenant hereby
irrevocably  and  unconditionally  appoints  Landlord,  or Landlord's authorized
officer,  agent,  employee  or  designee,  as  Tenant's  true  and  lawful
attorney-in-fact,  to  act  for  Tenant  in  Tenant's name, place, and stead, to
execute,  deliver  and  file  all  applications  and any and all other necessary
documents  and  statements  to  effect  the  issuance,  transfer, reinstatement,
renewal  and/or  extension  of  the  Facility  license  and  all  Governmental
Authorizations  issued  to  Tenant  or  applied for by Tenant in connection with
Tenant's  operation  of  the Facility, to permit any designee of Landlord or any
other  transferee to operate the Facility under the Governmental Authorizations,
and  to do any and all other acts incidental to any of the foregoing but only in
the  event  Tenant  fails to take such actions or execute such documents after a
request from Landlord. Tenant irrevocably and unconditionally grants to Landlord
as  its  attorney-in-fact  full  power and authority to do and perform every act
necessary  and  proper to be done in the exercise of any of the foregoing powers
as  fully  as  Tenant

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<PAGE>
might  or  could  do  if  personally  present  or  acting,  with  full  power of
substitution,  hereby  ratifying  and  confirming  all  that said attorney shall
lawfully  do  or  cause  to  be done by virtue hereof. This power of attorney is
coupled  with  an  interest and is irrevocable prior to Tenant's purchase of the
Leased  Property.  Landlord  shall  provide  Tenant with copies of any documents
filed  and/or  with  a  summary  of  any actions taken pursuant to this power of
attorney.

     15.10.  Debt Service Coverage Requirements.For so long as the Facility Debt
             -----------------------------------
is  outstanding,  the Tenant agrees to cause the Facility to achieve, and agrees
to  provide evidence to Landlord and Lender of the achievement of, the following
debt  service  coverage  requirement:

     (a)  As  of  March 31, 2004, and for each calendar quarter remaining in the
term  of  the Facility Debt, a Debt Service Coverage Ratio of not less than 1.15
to  1.0, and an Actual Debt Service Coverage Ratio of not less than 1.15 to 1.0,
for  the  immediately  preceding  three  (3)  month  period.

     15.11.  Occupancy.For  so  long  as  the Facility Debt remains outstanding,
             ----------
Tenant will maintain at all times an average (based on the immediately preceding
three  (3) month period) occupancy rate for the Facility of not less than eighty
percent  (80%).

     15.12.  Change  of  Use.As  long  as the Facility Debt remains outstanding,
             ----------------
Tenant  agrees that it will not alter or change the use of the Facility or enter
into  any  management  agreement  for  the Facility unless Tenant first notifies
Landlord  and  provides  Landlord  a  copy of the proposed management agreement,
obtains  Landlord's written consent thereto and, if required by the terms of the
documents  evidencing  the  Facility  Debt,  obtains  and provides Lender with a
subordination  agreement  in  form  satisfactory  to  Landlord from such manager
subordinating  to  all  rights  of  Lender.

     15.13  Notifications  to  Lender.As  long  as  the  Facility  Debt  remains
            --------------------------
outstanding,  Tenant  agrees  that  it  will,  within  three  (3)  business days
following receipt, provide Lender with a copy of any and all notices (regardless
of  the  form)  from  any  and all licensing and/or certifying agencies that the
Facility's  license  and/or  the Medicare and/or Medicaid certification is being
downgraded to a substandard category, revoked, or suspended, or that such action
is  pending.

     15.14 Notice of Tax Payment to Lender.As long as the Facility Debt remains
           --------------------------------
outstanding, Tenant agrees that it will, upon request by Lender, provide Lender
with evidence of payment of any applicable provider bed taxes or similar taxes,
which taxes Tenant agrees to pay.

     15.15  Lender  Access to Books and Records.For so long as the Facility Debt
            ------------------------------------
remains  outstanding, Tenant will permit persons designated by Lender to inspect
any  and all of the Leased Property and the books and records of Tenant relating
to  the  Facility  and  to  discuss  the affairs of Tenant and the Facility with
officers  of  Tenant  as designated by Lender, all at such times as Lender shall
reasonably  request,  provided,  however,  that  such  inspections  may  not
unreasonably  interfere  with  the  operation  of  the  Facility.

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<PAGE>
ARTICLE  16:  ALTERATIONS,  CAPITAL  IMPROVEMENTS,  AND  SIGNS

     16.1  Prohibition  on  Alterations  and  Improvements.Except  for Permitted
           ------------------------------------------------
Alterations  (as  hereinafter  defined), Tenant shall not make any structural or
nonstructural  changes,  alterations, additions and/or improvements (hereinafter
collectively  referred  to  as  "Alterations")  to  the  Leased  Property.

     16.2  Approval  of  Alterations.If  Tenant desires to perform any Permitted
           --------------------------
Alterations,  Tenant  shall deliver to Landlord plans, specifications, drawings,
and  such  other  information  as  may  be  reasonably  requested  by  Landlord
(collectively  the  "Plans and Specifications") showing in reasonable detail the
scope  and  nature  of the Alterations that Tenant desires to perform. It is the
intent  of  the  parties  hereto that the level of detail shall be comparable to
that which is referred to in the architectural profession as "design development
drawings"  as  opposed  to  working or biddable drawings. Landlord agrees not to
unreasonably  delay  its  review of the Plans and Specifications. Within 30 days
after  receipt  of an invoice, Tenant shall reimburse Landlord for all costs and
expenses  incurred  by  Landlord  in  reviewing  and,  if required, approving or
disapproving  the  Plans and Specifications, inspecting the Leased Property, and
otherwise  monitoring compliance with the terms of this Article 16. Tenant shall
comply  with  the  requirements  of   16.4  in making any Permitted Alterations.

     16.3  Permitted  Alterations.Permitted  Alterations  means  anyone  of  the
           -----------------------
following: [i] Alterations approved by Landlord; [ii] Alterations required under
7.2; [iii] Alterations affecting the structure of the Leased Property and having
a  total  cost  of  less than $250,000.00 individually or in the aggregate; [iv]
repairs,  rebuilding and restoration required or undertaken pursuant to  9.4; or
[v]  non-structural  Alterations  such  as  painting, landscaping, wallpapering,
installing  new  floor  coverings,  etc.  without  regard  to  the cost thereof.

     16.4 Requirements for Permitted Alterations.Tenant shall comply with all of
          ---------------------------------------
the  following  requirements  in  connection  with  any  Permitted  Alterations:

     (a)     The  Permitted  Alterations  shall  be  made in accordance with the
approved  Plans  and  Specifications.

     (b)     The Permitted Alterations and the installation thereof shall comply
with  all  applicable  legal  requirements  and  insurance  requirements.

     (  c)     The  Permitted  Alterations  shall  be  done  in  a  good  and
workmanlike  manner,  shall  not impair the value or the structural integrity of
the  Leased  Property,  and  shall  be  free  and clear of all mechanic's liens.

     (d)     For  any  Permitted Alterations having a total cost of $ 100,000.00
or
more,  Tenant  shall  deliver to Landlord a payment and performance bond, with a
surety  acceptable  to Landlord, in an amount equal to the estimated cost of the
Permitted Alterations, guaranteeing the completion of the work free and clear of
liens  and  in accordance with the approved Plans and Specifications, and naming
Landlord  and  any  mortgagee  of  Landlord  as  joint  obligees  on  such bond.

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<PAGE>
     (e)     Tenant  shall,  at  Tenant's  expense, obtain a builder's completed
value  risk  policy  of  insurance  insuring against all risks of physical loss,
including  collapse  and  transit coverage, in a nonreporting form, covering the
total  value  of the work performed, and equipment, supplies, and materials, and
insuring  initial  occupancy.  Landlord  and  any mortgagee of Landlord shall be
additional insureds of such policy. Landlord shall have the right to approve the
form  and  substance  of  such  policy.

     (f)     Tenant  shall  pay  the premiums required to increase the amount of
the insurance coverages required by Article 4 to reflect the increased value of
the Improvements resulting from installation of the Permitted Alterations, and
shall deliver to Landlord a certificate evidencing the increase in coverage.

     (g)     Tenant  shall,  not  later  than  60  days  after completion of the
Permitted  Alterations,  deliver  to Landlord a revised "as-built" survey of the
respective Facility if the Permitted Alterations altered the Land or "footprint"
of  the  Improvements  and an "as-built" set of Plans and Specifications for the
Permitted  Alterations  in  form  and  substance  satisfactory  to  Landlord.

     (h)     Tenant  shall,  not  later  than  30  days  after Landlord sends an
invoice,  reimburse  Landlord  for  any reasonable costs and expenses, including
attorneys' fees and architects' and engineers' fees, incurred in connection with
reviewing  and  approving  the  Permitted  Alterations  and  ensuring  Tenant's
compliance  with  the  requirements  of  this  section.

     16.5  Ownership  and  Removal  of  Permitted  Alterations.The  Permitted
           ----------------------------------------------------
Alterations  shall  become a part of the Leased Property, owned by Landlord, and
leased to Tenant subject to the terms and conditions of this Lease. Tenant shall
not  be  required  or  permitted  to  remove  any  Permitted  Alterations.

     16.6  Minimum  Qualified  Capital Expenditures.During each calendar year of
           -----------------------------------------
the  Term,  Tenant  shall expend at least $300.00 per unit for Qualified Capital
Expenditures  to  the  Facilities  of which, on average during the Term, no less
than  $250.00  per  unit  per  calendar  year  shall be spent on items which are
capitalized  on  the  books  of  Tenant,  as  compared  to on routine repair and
maintenance  items.  At least annually, at the request of Landlord, Landlord and
Tenant  shall review capital expenditures budgets and agree on modifications, if
any,  required by changed circumstances and the changed conditions of the Leased
Property.

     16.7  Signs.Tenant  may,  at  its  own  expense,  erect  and  maintain
           ------
identification signs at the Leased Property, provided such signs comply with all
          ---
laws,  ordinances,  and  regulations. Upon the termination or expiration of this
Lease (other than as a result of the exercise by Tenant of its purchase option),
Tenant  shall,  within  30 days after notice from Landlord, remove the signs and
restore  the  Leased  Property  to  its  original  condition.

ARTICLE  17:  ASSIGNMENT  AND  SALE  OF  LEASED  PROPERTY

     17.1  Prohibition  on  Assignment  and  Subletting.Tenant acknowledges that
           ---------------------------------------------
Landlord  has  entered  into this Lease in reliance on the personal services and
business  expertise  of  Tenant.  Tenant  may  not  assign,  sublet,  mortgage,
hypothecate,  pledge, grant a right of first refusal or transfer any interest in
this  Lease,  or  in  the  Leased  Property,  in  whole  or  in  part,

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<PAGE>
without  the  prior  written consent of Landlord, which Landlord may withhold in
its  sole  and absolute discretion. The following transactions will be deemed an
assignment  or  sublease  requiring  Landlord's  prior  written  consent: [i) an
assignment  by  operation of law; [ii] an imposition (whether or not consensual)
of  a  lien, mortgage, or encumbrance upon Tenant's interest in the Lease; [iii]
except  as  otherwise  permitted by    14.4 and 17.3, an arrangement (including,
but not limited to, management agreements, concessions, licenses, and easements)
which  allows  the  use  or  occupancy  of all or part of the Leased Property by
anyone  other  than  Tenant;  and  [iv] a material change of ownership of Tenant
other  than  changes resulting from the trading of Ten ant's stock on a national
stock exchange or from a change in the ownership interest held by Daniel R. Baty
or  his  Affiliates  in  Tenant.  Landlord's consent to any assignment, right of
first  refusal  or  sublease  will  not  release  Tenant  from  its  payment and
performance  obligations  under  this  Lease,  but  rather  Tenant  and Tenant's
assignee  or sublessee will be jointly and severally liable for such payment and
performance. An assignment, right of first refusal or sublease without the prior
written  consent  of  Landlord  will  be  void  at Landlord's option. Landlord's
consent to one assignment, right of first refusal or sublease will not waive the
requirement  of  its  consent  to  any  subsequent  assignment  or  sublease.

     17.2  Requests for Landlord's Consent to Assignment. Sublease or Management
           ---------------------------------------------------------------------
Agreement.If  Tenant  is  required  to  obtain  Landlord's consent to a specific
----------
assignment,  sublease,  or  management agreement, Tenant shall give Landlord [i)
-----
the name and address of the proposed assignee, subtenant or manager; [ii] a copy
--
of  the  proposed assignment, sublease or management agreement; [iii] reasonably
satisfactory  information about the nature, business and business history of the
proposed  assignee,  subtenant,  or  manager  and its proposed use of the Leased
Property;  and  [iv]  banking,  financial,  and  other  credit  information, and
references  about  the  proposed  assignee,  subtenant  or manager sufficient to
enable  Landlord  to determine the financial responsibility and character of the
proposed  assignee, subtenant or manager. Any assignment, sublease or management
agreement  shall  contain  provisions  to  the  effect that [a] such assignment,
sublease  or management agreement is subject and subordinate to all of the terms
and  provisions  of  this  Lease  and  to  the  rights  of Landlord and that the
assignee,  subtenant  or  manager shall comply with all applicable provisions of
this  Lease;  [b)  such  assignment, sublease or management agreement may not be
modified  without  the  prior written consent of Landlord not to be unreasonably
withheld  or delayed; [c) if this Lease shall terminate before the expiration of
such  assignment,  sublease  or management agreement, the assignee, subtenant or
manager  thereunder  will, solely at Landlord's option and only upon the express
written  notice  of  attornment  from Landlord, attorn to Landlord and waive any
right  the  assignee, subtenant or manager may have to terminate the assignment,
sublease  or  management  agreement  or  surrender
possession  thereunder  as a result of the termination of this Lease; and [d) if
the  assignee,  subtenant  or  manager  receives  a written notice from Landlord
stating  that  Tenant is in default under this Lease, the assignee, subtenant or
manager  shall  thereafter  pay  all  rentals  or payments under the assignment,
sublease  or  management  agreement  directly to Landlord until such default has
been  cured. Any attempt or offer by an assignee, subtenant or manager to attorn
to  Landlord  shall  not  be  binding  or  effective without the express written
consent of Landlord. Tenant hereby collaterally assigns to Landlord, as security
for the performance of its obligations hereunder, all of Ten ant's right, title,
and  interest  in  and  to  any  assignment,  sublease  or  management agreement
now  or hereafter existing for all or part of the Leased Property. Tenant shall,
at  the  request  of  Landlord,  execute  such other instruments or documents as
Landlord may request to evidence this collateral assignment. If Landlord, in its
sole  and  absolute  discretion,  consents  to  such

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<PAGE>
assignment,  sublease,  or  management  agreement,  such  consent  shall  not be
effective  until  [i]  a  fully  executed  copy of the instrument of assignment,
sublease  or  management  agreement  has been delivered to Landlord; [ii] in the
case  of  an assignment, Landlord has received a written instrument in which the
assignee  has  assumed  and  agreed  to  perform  all  of  Ten ant's obligations
under the Lease; and [iii] Tenant has paid to Landlord a fee in the amount equal
to  the  lesser  of
Landlord's  actual  out-of-pocket  costs  and  expenses  and $2,500.00; and [iv]
Landlord  has  received  reimbursement  from  Tenant  or  the  assignee  for all
attorneys'  fees  and  expenses  and all other reasonable out-of-pocket expenses
incurred  in connection with determining whether to give its consent, giving its
consent  and  all  matters  relating  to  the  assignment.

     17.3 Agreements with Residents.Notwithstanding  17.1, Tenant may enter into
          --------------------------
an  occupancy  agreement with residents of the Leased Property without the prior
written  consent  of  Landlord  provided  that  except as otherwise specifically
provided  in  this Section 17.3, [i] the agreement does not provide for lifecare
services; [ii] the agreement does not contain any type of rate lock provision or
rate  guaranty  for  more  than  one calendar year; [iii] the agreement does not
provide  for  any rent reduction or waiver other than for an introductory period
not  to  exceed  six  months; [iv] Tenant may not collect rent for more than one
month  in advance, other than one month of rent collected to be held as security
for  the  performance  of  the  resident's  obligation  to  Tenant;  and [v] all
residents  of the Leased Property are accurately shown in accounting records for
the  Facility.  Nothing  herein  shall  be  construed as prohibiting Tenant from
implementing  from  time to time occupancy incentive programs which provide for,
among  other  things,  the  payment  of larger move in fees in consideration for
lower  monthly rental fees provided that Tenant shall, from time to time, as and
when  requested  by Landlord, provide Landlord with a written description of all
such  programs  which  may  then  be  in  effect  at  the  Facility.

     17.4  Sale  of  Leased  Property.If Landlord or any subsequent owner of the
           ---------------------------
Leased  Property sells the Leased Property, its liability for the performance of
its  agreements  in  this  Lease  will end on the date of the sale of the Leased
Property,  and  Tenant  will look solely to the purchaser for the performance of
those  agreements.  For  purposes  of  this section, any holder of a mortgage or
security  agreement  which  affects  the  Leased  Property  at any time, and any
landlord under any lease to which this Lease is subordinate at any time, will be
a  subsequent  owner  of the Leased Property when it succeeds to the interest of
Landlord  or  any  subsequent  owner  of  the  Leased  Property.

     17.5  Assignment  by  Landlord.Landlord  may  transfer,  assign,  mortgage,
           -------------------------
collaterally  assign,  or otherwise dispose of Landlord's interest in this Lease
or  the  Leased  Property.

ARTICLE  18:  HOLDOVER  AND  SURRENDER

     18.1 Holding Over.If Tenant, with or without the express or implied consent
          -------------
of  Landlord,  continues  to  hold  and  occupy the Leased Property (or any part
thereof)  after  the expiration of the Term or earlier termination of this Lease
(other  than pursuant to Tenant's purchase of the Leased Property), such holding
over  beyond  the  Term  and  the acceptance or collection of Rent in the amount
specified below by Landlord shall operate and be construed as creating a tenancy
from  month  to  month  and  not  for  any  other  term  whatsoever.  Said

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month-to-month  tenancy may be terminated by Landlord by giving Tenant five days
written  notice,  and  at  any  time  thereafter  Landlord may re-enter and take
possession  of  the  Leased  Property.  If,  without  Landlord's  consent  or at
Landlord's request, Tenant continues after the expiration of the Term or earlier
termination  of  this  Lease to hold and occupy the Leased Property whether as a
month-to-month  tenant  or a tenant at sufferance or otherwise, Tenant shall pay
Rent  for  each  month  in  an  amount  equal to the sum of [i] one and one-half
(1-112) times the Base Rent payable during the month in which such expiration or
termination  occurs,  plus  [ii] all General Additional Rent accruing during the
month,  plus  [iii]  any  and  all other sums payable by Tenant pursuant to this
Lease.  During any continued tenancy after the expiration of the Term or earlier
termination  of this Lease, Tenant shall be obligated to perform and observe all
of  the  terms, covenants and conditions of this Lease, but shall have no rights
hereunder  other  than  the  right,  to  the  extent given by applicable law, to
continue  its  occupancy  and  use  of  the Leased Property until the tenancy is
terminated.  Nothing  contained  herein shall constitute the consent, express or
implied,  of  Landlord  to  the  holding  over of Tenant after the expiration or
earlier  termination  of  this  Lease.

     18.2  Surrender.Except  for  [i]  Permitted  Alterations;  [ii]  normal and
           ----------
reasonable  wear  and  tear (subject to the obligation of Tenant to maintain the
Leased  Property in good order and repair during the Term); and [iii] damage and
destruction  not  required  to be repaired by Tenant, Tenant shall surrender and
deliver  up  the Leased Property at the expiration or termination of the Term in
as  good  order  and  condition  as  they  were in at the time they first became
subject  to  the  terms  of  this Lease. The provisions of this   18.2 shall not
apply  in  the event of the termination of the Lease upon the exercise by Tenant
of  the  rights  set  forth  in  Article  13.

     18.3  Indemnity.If  Tenant fails to surrender the entire Leased Property or
           ----------
any  part  thereof  upon the expiration or termination of this Lease in a timely
manner  and  in accordance with the provisions of this Lease, in addition to any
other liabilities to Landlord accruing therefrom, Tenant shall defend, indemnify
and  hold  Landlord,  its principals, officers, directors, agents, and employees
harmless  from loss or liability resulting from such failure, including, without
limiting the generality of the foregoing, loss of rental with respect to any new
lease  in  which  the  rental  payable  thereunder exceeds the Rent collected by
Landlord  pursuant to this Lease during Tenant's hold-over and any claims by any
proposed  new  tenant  founded  on  Tenant's  failure  to  surrender  the Leased
Property.  The  provisions  of  this  Article 18 shall survive the expiration or
termination  of this Lease. The provisions of this   18.3 shall not apply in the
event of the termination of this Lease upon the exercise by Tenant of the rights
set  forth  in  Article  13.

ARTICLE 19: QUIET ENJOYMENT, SUBORDINATION, ATTORNMENT AND ESTOPPEL CERTIFICATES

     19.1  Quiet  En10yment.So  long  as  Tenant performs all of its obligations
           -----------------
under  this  Lease,  Tenant's  possession  of  the  Leased  Property will not be
disturbed  by  Landlord  or  any  party  claiming by, through or under Landlord.

     19.2  Subordination.Subject  to  the  terms and conditions of this section,
           --------------
this  Lease  and  Tenant's rights under this Lease are subordinate to any ground
lease  or  underlying

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lease,  first  mortgage,  first  deed  of trust, or other first lien against the
Leased  Property,  together  with  any  renewal,  consolidation,  extension,
modification or replacement thereof, which now or at any subsequent time affects
the  Leased  Property or any interest of Landlord in the Leased Property, except
to  the  extent  that  any such instrument expressly provides that this Lease is
superior.  The  foregoing  subordination provision is expressly conditioned upon
any  lessor  or  mortgagee  being obligated and bound to recognize Tenant as the
tenant  under  this  Lease,  and such lessor or mortgagee shall have no right to
disturb  Tenant's  possession,  use  and  occupancy  of  the  Leased Property or
Tenant's  enjoyment  of its rights under this Lease unless and until an Event of
Default  occurs hereunder. Any foreclosure action or proceeding by any mortgagee
with  respect to the Leased Property shall not affect Tenant's rights under this
Lease  and  shall  not terminate this Lease unless and until an Event of Default
occurs  hereunder.  The  foregoing  provisions  will  be  self-operative, and no
further  instrument  will  be  required in order to effect them. However, Tenant
shall execute, acknowledge and deliver to Landlord, at any time and from time to
time  upon  demand  by  Landlord, such documents as may be requested by Landlord
or  any mortgagee or any holder of any mortgage or other instrument described in
this  section,  to  confirm  or effect any such subordination, provided that any
such  document  shall  include  a  nondisturbance provision as set forth in this
section  satisfactory  to  Tenant. Any mortgagee of the Leased Property shall be
deemed to be bound by the nondisturbance provision set forth in this section. If
Tenant  fails  or refuses to execute, acknowledge, and deliver any such document
within  20  days  after  written  demand,  Landlord  may execute acknowledge and
deliver  any  such  document  on  behalf of Tenant as Tenant's attorney-in-fact.
Tenant  hereby constitutes and irrevocably appoints Landlord, its successors and
assigns,  as  Tenant's  attorney-in-fact to execute, acknowledge, and deliver on
behalf of Tenant any documents described in this section. This power of attorney
is  coupled  with  an  interest  and  is  irrevocable.

     19.3 Attornment.If any holder of any mortgage, indenture, deed of trust, or
          -----------
other  similar  instrument described in  19.2 succeeds to Landlord's interest in
the  Leased  Property,  Tenant  will  pay  to  such holder all Rent subsequently
payable under this Lease. Tenant shall, upon request of anyone succeeding to the
interest  of  Landlord,  automatically become the tenant of, and attorn to, such
successor  in  interest  without  changing this Lease. The successor in interest
will  not be bound by [i] any payment of Rent for more than one month in advance
unless  actually  received by such successor; [ii] any amendment or modification
of  this  Lease  thereafter  made without its consent as provided in this Lease;
[iii]  any  claim  against  Landlord  arising  prior  to  the  date on which the
successor  succeeded to Landlord's interest; or [iv] any claim or offset of Rent
against  Landlord.  Upon  request  by Landlord or such successor in interest and
without  cost  to  Landlord  or such successor in interest, Tenant will execute,
acknowledge  and  deliver  an
instrument  or instruments confirming the attornment. If Tenant fails or refuses
to  execute,  acknowledge,  and deliver any such instrument within 20 days after
written  demand, then Landlord or such successor in interest will be entitled to
execute,  acknowledge,  and deliver any document on behalf of Tenant as Tenant's
attorney-in-fact.  Tenant  hereby constitutes and irrevocably appoints Landlord,
its  successors  and  assigns,  as  Tenant's  attorney-in-fact  to  execute,
acknowledge,  and  deliver  on behalf of Tenant any such document. This power of
attorney  is  coupled  with  an  interest  and  is  irrevocable.

     19.4  Estoppel  Certificates.At the request of Landlord or any mortgagee or
           -----------------------
purchaser of the Leased Property, Tenant shall execute, acknowledge, and deliver
an  estoppel  certificate,  in  recordable  form,  in  favor  of Landlord or any
mortgagee  or  purchaser  of  the  Leased

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Property  certifying the following: [i] that the Lease is unmodified and in full
force  and  effect, or if there have been modifications that the same is in full
force  and  effect  as  modified and stating the modifications; [ii] the date to
which Rent and other charges have been paid; [iii] whether Tenant or Landlord is
in default or whether there is any fact or condition known to Landlord or Tenant
which,  with  notice  or lapse of time, or both, would constitute a default, and
specifying  any  existing  default,  if  any;  [iv] that Tenant has accepted and
occupies  the  Leased  Property;  [v]  that  Tenant  has  no defenses, set-offs,
deductions,  credits, or counterclaims against Landlord, if that be the case, or
specifying such that exist; and [vi] such other information as may reasonably be
requested  by Landlord or any mortgagee or purchaser. Any purchaser or mortgagee
may  rely  on this estoppel certificate. If Tenant fails to deliver the estoppel
certificates  to  Landlord  within  10  days after the request of Landlord, then
Tenant  shall  be  deemed to have certified that [ a] the Lease is in full force
and effect and has not been modified, or that the Lease has been modified as set
forth  in  the  certificate  delivered to Tenant; [b] Tenant has not prepaid any
Rent  or other charges except for the current month; [c] Tenant has accepted and
occupies  the Leased Property; [d] neither Tenant nor Landlord is in default nor
is  there  any  fact  or condition which, with notice or lapse of time, or both,
would  constitute  a  default;  and  [e]  Tenant  has  no  defenses,  set-offs,
deductions,  credits,  or  counterclaims  against  Landlord.  Tenant  hereby
irrevocably  appoints  Landlord  as  Tenant's  attorney-in-fact  to  execute,
acknowledge,  and  deliver  on Tenant's behalf any estoppel certificate to which
Tenant  does  not  object within 10 days after Landlord sends the certificate to
Tenant.  This  power of attorney is coupled with an interest and is irrevocable.

ARTICLE  20:  REPRESENTATIONS  AND  WARRANTIES

     Tenant hereby makes the following representations and warranties, as of the
Effective Date, to Landlord and acknowledges that Landlord is granting the Lease
in  reliance  upon such representations and warranties. Tenant's representations
and  warranties shall survive the Closing and, except to the extent made as of a
specific  date, shall continue in full force and effect until the obligations of
Ten  ant  under  this  Lease  have  been  performed  in  full.

     20.1  Organization  and  Good  Standing.Tenant  is  a  corporation 4 , duly
           ----------------------------------
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
Organization  State.  Tenant  is  qualified  to  do  business  in and is in good
standing  under  the  laws  of  the  Facility  State(s).

     20.2  Power  and  Authority.Tenant  has the power and authority to execute,
           ----------------------
deliver  and perform this Lease. Tenant has taken all requisite action necessary
to  authorize  the  execution,  delivery  and  performance  of  their respective
obligations  under  this  Lease.

     20.3  Enforceability.This  Lease  constitutes  a  legal, valid, and binding
           ---------------
obligation  of  Tenant  enforceable  in accordance with its terms except as such
enforceability may be limited by creditors rights laws and general principles of
equity.

     20.4 Government Authorizations.The Facility is in compliance with all Legal
          --------------------------
Requirements. All Government Authorizations are in full force and effect. Except
as  otherwise
noted in Exhibit H, Tenant holds all Government Authorizations necessary for the
operation  of the Facility in accordance with the Facility Uses. No prior notice
to  or  approval  from  any

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licensure  authority  is  required in connection with the Lease other than those
notices which have been given or approvals which have been obtained prior to the
Commencement  Date.

     20.5  Consents.The  execution,  delivery and performance of this Lease will
           ---------
not  require  any consent, approval, authorization, order, or declaration of, or
any  filing  or  registration  with,  any  court,  any  federal, state, or local
governmental or regulatory authority, or any other person or entity, the absence
of  which  would materially impair the ability of Tenant to operate the Facility
for  the  Facility  Uses  except  for  any  post-closing  filing  related to the
licensure  of  the  Facility.

     20.6 No Violation.The execution, delivery and performance of this Lease [i]
          -------------
do not and will not conflict with, and do not and will not result in a breach of
Tenant's  Organizational  Documents; [ii] do not and will not conflict with, and
do  not and will not result in a breach of, and do not and will not constitute a
default  under  (or  an event which, with or without notice or lapse of time, or
both,  would  constitute  a  default  under),  any  of  the terms, conditions or
provisions of any agreement or other instrument or obligation to which Tenant is
a  party or by which its assets are bound; and [iii] do not and will not violate
any  order,  writ, injunction, decree, statute, rule or regulation applicable to
Tenant.

     20.7  Chief Executive Office.As of the Effective Date, Tenant maintains its
           -----------------------
chief  executive  office and its books and records at Tenant's address set forth
in the introductory paragraph of this Lease, it being understood and agreed that
nothing  herein shall be construed as prohibiting Tenant from changing its chief
executive  office  at  any  time during the Term provided, however, prior notice
thereof  shall  be  required  to  be  given  to  Landlord in accordance with the
requirements  of  Section  14.7  hereof.

ARTICLE  21:  SECURITY  INTEREST

     21.1  Collateral.Tenant  hereby  grants  to each Landlord (individually and
           -----------
collectively  called  "Secured  Party")  a  security  interest  in the following
described  property  located  at, related to or used in connection with a Leased
Property,  whether now owned or hereafter acquired by Tenant (the "Collateral"),
to  secure  the payment and performance of the obligations of Ten ant under this
Lease:

     (a)     All  machinery,  furniture,  equipment, trade fixtures, appliances,
inventory  and  all  other  goods  (as  "equipment", "inventory" and "goods" are
defined  for  purposes of Article 9 ("Article 9") of the Uniform Commercial Code
as  adopted  in  Washington)  and any leasehold interest of Tenant in any of the
foregoing,  including,  without  limitation,  those  items  which  are to become
fixtures  or  which  are building supplies and materials to be incorporated into
any  improvement  or  fixture.

     (b)     All  accounts,  deposit  accounts,  money,  investment  property,
contract  rights, general intangibles, instruments, documents, and chattel paper
[as  "accounts",  "contract  rights",  "general  intangibles",  "instruments",
"documents",  and "chattel paper", are defined for purposes of Article 9] now or
hereafter  arising.

     (c)     All  franchises,  permits,  licenses,  operating  rights,
certifications,
approvals,  consents,  authorizations  and other general intangibles, including,
without  limitation,

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certificates  of  need,  state  health  care facility licenses, and Medicare and
Medicaid  provider  agreements,  to  the  extent  permitted  by  law.

     (d)     Unless  expressly  prohibited  by the terms thereof, all contracts,
agreements,  contract rights and materials relating to the design, construction,
operation  or  management  of  any  improvements, including, but not limited to,
plans,  specifications,  drawings,  blueprints,  models,  mock-ups,  brochures,
flyers,  advertising  and  promotional  materials  and  mailing  lists.

     (e)     All  subleases,  occupancy  agreements,  license  agreements  and
concession  agreements,  written  or  unwritten, of any nature, now or hereafter
entered  into,  and  all
right,  title  and  interest  of  Tenant  thereunder;  and  including,  without
limitation,  Tenant's  right,  if
any,  to  cash  or  securities  deposited thereunder whether or not the same was
deposited  to  secure  performance  by  the subtenants, occupants, licensees and
concessionaires  of their obligations thereunder, including the right to receive
and  collect  the  rents,  revenues,  and  other  charges  thereunder.

     (f)     All  ledger sheets, files, records, computer programs, tapes, other
electronic  data  processing  materials,  and  other  documentation.

     (g)     The  products  and  proceeds  of  the  preceding  listed  property,
including, without limitation, cash and non-cash proceeds, proceeds of proceeds,
and  insurance  proceeds.

     21.2  Additional Documents.At the request of Landlord, Tenant shall execute
           ---------------------
additional  security  agreements, financing statements, and such other documents
as  may be requested by Landlord to maintain and perfect such security interest.
Tenant  hereby  irrevocably  appoints  Landlord,  its successors and assigns, as
Tenant's  attorney-in-fact  to  execute,  acknowledge,  deliver  and  file  such
documents  on  behalf  of  Tenant.  This  power  of  attorney is coupled with an
interest  and  is  irrevocable.

     21.3     Notice  of  Sale.With  respect to any sale or other disposition of
              -----------------
any  of  the
Collateral  after  the  occurrence  of  an Event of Default, Landlord and Tenant
agree  that  the  giving  of  five  days'  notice by Landlord, sent by overnight
delivery,  postage  prepaid, to Tenant's notice address designating the time and
place  of  any  public  sale  or  the time after which any private sale or other
intended  disposition  of  such  Collateral is to be made, shall be deemed to be
reasonable  notice  thereof  and  Tenant  waives  any  other notice with respect
thereto.

     21.4  Recharacterization.Landlord and Tenant intend this Lease to be a true
           -------------------
lease.  However, if despite the parties' intent, it is determined or adjudged by
a  court  for any reason that this Lease is not a true lease or if this Lease is
recharacterized  as a financing arrangement, then this Lease shall be considered
a  secured financing agreement and Landlord's title to the Leased Property shall
constitute  a  perfected  first  priority lien in Landlord's favor on the Leased
Property  to secure the payment and performance of all the obligations of Tenant
hereunder.

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ARTICLE  22:  MISCELLANEOUS

     22.1  Notices.Landlord  and  Tenant hereby agree that all notices, demands,
           --------
requests,  and consents (hereinafter "notices") required to be given pursuant to
the terms of this Lease shall be in writing, shall be addressed to the addresses
set  forth  in  the introductory paragraph of this Lease, and shall be served by
[i]  personal  delivery;  [ii] certified mail, return receipt requested, postage
prepaid;  or [iii] nationally recognized overnight courier. All notices shall be
deemed  to  be  given  upon the earlier of actual receipt or three Business Days
after mailing, or one Business Day after deposit with the overnight courier. Any
notices  meeting the requirements of this section shall be effective, regardless
of  whether  or  not  actually  received.
Landlord or Tenant may change its notice address at any time by giving the other
party  notice  of  such  change.

     22.2  Advertisement of Leased Property.Landlord or its agent shall have the
           ---------------------------------
right  to  enter  the Leased Property at all reasonable times for the purpose of
exhibiting  the  Leased Property to others and to place upon the Leased Property
for  and  during  the period commencing 120 days prior to the expiration of this
Lease,  "for  sale"  or  "for  rent"  notices  or  signs.

     22.3  Entire  Agreement.This  Lease  contains  the entire agreement between
           ------------------
Landlord  and  Tenant  with  respect  to  the  subject  matter  hereof.  No
representations, warranties, and agreements have been made by Landlord except as
set  forth  in this Lease. No oral agreements or understandings between Landlord
and  Tenant  shall  survive  execution  of  this  Lease.

     22.4  Severability.If any term or provision of this Lease is held or deemed
           -------------
by  Landlord  to  be invalid or unenforceable, such holding shall not affect the
remainder  of  this  Lease  and  the same shall remain in full force and effect,
unless  such  holding  substantially  deprives  Tenant  of the use of the Leased
Property  or  Landlord  of  the rents herein reserved, in which event this Lease
shall  forthwith  terminate  as  if  by  expiration  of  the  Term.

     22.5     Captions  and Headings.The captions and headings are inserted only
              -----------------------
as  a
matter  of convenience and for reference and in no way define, limit or describe
the  scope  of  this  Lease  or  the  intent  of  any  provision  hereof.

     22.6  Governing  Law.This  Lease  shall  be  governed  by  and construed in
           ---------------
accordance  with the laws of the State of Washington, except as to matters under
which  the  laws
of a State in which a respective Facility is located, or under applicable
procedural conflicts of laws rules, require the application of laws of such
other State, in which case the laws or conflicts of laws rules, as the case may
be, of such State shall govern to the extent required.

     22.7     Memorandum  of  Lease.Tenant  shall  not record this Lease. Tenant
              ----------------------
shall,
however,  record  a  memorandum  of  lease  approved by Landlord upon Landlord's
request.

     22.8  Waiver.No  waiver  by  Landlord  of  any condition or covenant herein
           -------
contained,  or of any breach of any such condition or covenant, shall be held or
taken  to be a waiver of any subsequent breach of such covenant or condition, or
to  permit  or  excuse  its  continuance  or any future breach thereof or of any
condition  or covenant, nor shall the acceptance of Rent by Landlord at any time
when  Tenant  is  in  default  in  the  performance  or

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observance of any condition or covenant herein be construed as a waiver of such
default, or of Landlord's right to terminate this Lease or exercise any other
remedy granted herein on account of such existing default.
     22.9 Binding Effect.This Lease will be binding upon and inure to the
          ---------------
benefit of the heirs, successors, personal representatives, and permitted
assigns of Landlord and Tenant.

     22.10  Modification.This  Lease may only be modified by a writing signed by
            -------------
both Landlord and Tenant. All references to this Lease, whether in this Lease or
in  any  other  document  or  instrument,  shall  be  deemed  to incorporate all
amendments, modifications and renewals of this Lease, made after the date hereof
If  Tenant  requests  Landlord's  consent  to any change in ownership, merger or
consolidation  of  Tenant  (where  such consent is required by the terms of this
Lease),  any  assumption  of the Lease, or any modification of the Lease, Tenant
shall  provide  Landlord  all  relevant  information and documents sufficient to
enable  Landlord  to  evaluate the request. In connection with any such request,
Tenant shall pay to Landlord a fee in an amount equal to the lesser of $2,500.00
and  Landlord's  actual  reasonable  attorney's  fees  and  expenses  and  other
reasonable  out-of-pocket  expenses  incurred  in  connection  with  Landlord's
evaluation of Tenant's request, the preparation of any documents and amendments,
the  subsequent  amendment of any documents between Landlord and its lenders (if
applicable),  and  all  related  matters.

     22.11  No  Merger.The surrender of this Lease by Tenant or the cancellation
            -----------
of  this  Lease  by  agreement of Tenant and Landlord or the termination of this
Lease  on  account  of
Tenant's  default  will  not  work  a  merger,  and  will, at Landlord's option,
terminate  any  subleases  or  operate  as  an  assignment  to  Landlord  of any
subleases. Landlord's option under this paragraph will be exercised by notice to
Tenant  and  all  known  subtenants  of  the  Leased  Property.

     22.12 Laches.No delay or omission by either party hereto to exercise any
           -------
right or power accruing upon any noncompliance or default by the other party
with respect to any of the terms hereof shall impair any such right or power or
be construed to be a waiver thereof

     22.13 Construction of Lease.Each of Landlord and Tenant has participated in
           ----------------------
the  drafting  and negotiation of this Lease and accordingly Landlord and Tenant
agree  that  in  the  event  of  a dispute with respect to the interpretation or
enforcement  of the terms hereof, it shall not be interpreted in favor of either
Landlord  or Tenant or against either Landlord or Tenant merely because of their
efforts  in  preparing  it.

     22.14  Counterparts.This  Lease  may  be executed in multiple counterparts,
            -------------
each  of  which  shall  be  deemed  an  original  hereof
     22.15  Custody  of  Escrow  Funds.Any  funds  paid  to  Landlord  in escrow
            ---------------------------
hereunder  may  be  held  by Landlord or, at Landlord's election, by a financial
institution,  the  deposits  or accounts of which are insured or guaranteed by a
federal  or state agency. The funds shall not be deemed to be held in trust, may
be  commingled with the general funds of Landlord or such other institution, and
shall  not  bear  interest.

22.16  Exhibits.All of the exhibits referenced in this Lease are attached hereto
       ---------
and  incorporated  herein.

<PAGE>

FINAL  -  EXECUTION  COPY

-  54-

<PAGE>
     22.17  WAIVER  OF JURY TRIAL.LANDLORD AND TENANT WAIVE TRIAL BY JURY IN ANY
            ----------------------
ACTION,  PROCEEDING  OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER
ON  ALL MATTERS ARISING OUT OF THIS LEASE OR THE USE AND OCCUPANCY OF THE LEASED
PROPERTY  (EXCEPT
CLAIMS  FOR  PERSONAL  INJURY  OR  PROPERTY  DAMAGE).     IF  LANDLORD
COMMENCES  ANY  SUMMARY  PROCEEDING  FOR  NONPAYMENT  OF  RENT,  TENANT WILL NOT
INTERPOSE,  AND  WAIVES  THE  RIGHT  TO  INTERPOSE, ANY COUNTERCLAIM IN ANY SUCH
PROCEEDING.
     22.18  CONSENT  TO  JURISDICTION.TENANT  HEREBY  IRREVOCABLY  SUBMITS  AND
            --------------------------
CONSENTS  TO  THE  NONEXCLUSIVE  JURISDICTION  AND VENUE OF ANY STATE OR FEDERAL
COURT  HAVING JURISDICTION OVER KING COUNTY, WASHINGTON OR ANY COUNTY IN WHICH A
FACILITY IS LOCATED FOR ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER
ARISING  FROM  OR  RELATED  TO [I] THE COMMITMENT; [II] THIS LEASE; OR [III] ANY
DOCUMENT  EXECUTED  BY  TENANT  IN  CONNECTION  WITH  THIS  LEASE. TENANT HEREBY
IRREVOCABLY  WAIVES,  TO  THE  FULLEST  EXTENT TENANT MAY EFFECTIVELY DO SO, THE
DEFENSE  OF  AN  INCONVENIENT  FORUM  TO  THE  MAINTENANCE OF ANY SUCH ACTION OR
PROCEEDING. TENANT AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE
JUDGMENT  OR  IN  ANY  OTHER  MANNER  PROVIDED  BY  LAW.

     TENANT  AGREES  NOT  TO  INSTITUTE  ANY  LEGAL ACTION OR PROCEEDING AGAINST
LANDLORD  OR  ANY  DIRECTOR,  OFFICER,  EMPLOYEE, AGENT OR PROPERTY OF LANDLORD,
CONCERNING  ANY  MATTER  ARISING OUT OF OR RELATING TO THIS LEASE OR ANY RELATED
DOCUMENT  IN  ANY  COURT OTHER THAN A STATE OR FEDERAL COURT HAVING JURISDICTION
OVER  KING  COUNTY,  WASHINGTON  UNLESS  SUCH COURT LACKS IN PERSONAM OR SUBJECT
MATTER  JURISDICTION IN WHICH CASE TENANT SHALL HAVE THE RIGHT TO INSTITUTE SUCH
ACTION  OR  PROCEEDING  BEFORE  ANY  COURT  HAVING  SUCH  JURISDICTION.

     22.19  Attorney's  Fees and Expenses.In the event of a dispute with respect
            ------------------------------
to  the  enforcement or interpretation of this Lease, the prevailing party shall
be  entitled  to collect from the other its reasonable costs and attorneys fees,
including  its  costs  and  fees  on  appeal.

     22.20  Survival.The  following  provisions shall survive termination of the
            ---------
Lease:  Article  8  (Defaults and Remedies); Article 9 (Damage and Destruction);
Article  10 (Condemnation);  15.7 (Transfer of License and Facility Operations);
15.8  (Bed  Operating
Rights);  17.2  (Assignment  or  Sublease); Article 18 (Holdover and Surrender);
Article21  (Security  Interest)  and  22.20  (Survival).

22.21  Time.Time  is  of  the  essence  in  the  performance  of  this  Lease.
       -----

     22.22  Landlord's Consent.Whenever Tenant is required to secure the consent
            -------------------
of  Landlord  under  this  Lease, Landlord shall have the right to condition the
granting  or  withholding

<PAGE>
FINAL  -  EXECUTION  COPY
-  55-

<PAGE>
of  such consent on the receipt by Landlord of any Lender consent required under
the  documents  evidencing  the  Facility  Debt.

<PAGE>







































































FINAL  -  EXECUTION  Copy
-  56-

<PAGE>

     IN  WITNESS  WHEREOF, the parties hereto have executed this Lease or caused
the  same  to be executed by their respective duly authorized officers as of the
date  first  set  forth  above.




LANDLORD:
     HB-ESC  I,  LLC
     By:   /s/  Daniel  R.  Baty
               Daniel  R.  Baty
     Its:  Manager

TENANT:
     EMERITUS  CORPORATION
     By:  /s/  William  M.  Shorten
              William  M.  Shorten
     Its:  Director  of  Real  Estate  Finance
FINAL  -  EXECUTION  COPY
57

<PAGE>



                               [GRAPHIC OMITED]


EXHIBIT A: FACILITY INFORMATION

<PAGE>




Kingsley  Place  of  Shreveport


7110  University  Drive  79  assisted  living  units  Shreveport,  LA  71105

<PAGE>
Emeritus  Corporation

<PAGE>
EXHIBIT  B:  LEGAL  DESCRIPTIONS

Shreveport  -  Initial  Lease
-----------------------------

A  TRACT  OF  LAND located in Fractional Section 37, Township 17 North, Range 13
West,  Shreveport,  Caddo  Parish,  Louisiana,  being  more  fully  described as
follows:  Beginning  at  the Northeast corner of Lot 114, University Terrace, as
recorded  in  Book  1100,  pages  159  through
169  of  the  Records of Caddo Parish, Louisiana, said point also located on the
Westerly  right  of  way  line of University Drive; Thence leaving said Westerly
right  of way line run along the Northerly line of said University Terrace South
89  18'  00"  West a distance of 746.13 feet to a point of the high bank of Sand
Beach  Bayou; Thence leaving said Northerly line of University Terrace run along
said  high  bank  the  following courses and distances: North 23  44' 00" East a
distance  of367.57  feet  and  North 03  04' 00" East a distance of 115.60 feet;
Thence  leaving  said  high bank run North 89  18' 00" East a distance of 586.50
feet  to  a  point  on  the  Westerly  right  of
way line of University Drive; Run thence along said Westerly right of way line
South 00  42' 00" East a distance of 450.00 feet to the point of beginning of
tract, containing 6.711 acres, more or less.

<PAGE>
EXHIBIT  C:  PERMITTED  EXCEPTIONS

Initial  Facility-Shreveport
----------------------------

1. Lien of the Lender (as defined in the Lease) securing the Facility Debt (as
defined in the
     Lease). 2. Any unpaid taxes for the current year, and all subsequent years,
not yet due and payable. 3. Any lease, grant, exception or reservation of
minerals or mineral rights appearing in
     public  records.
4. Servitude rights in favor of the Caddo Levee District, as contained in
instrument dated March 3, 1953 and recorded March 19, 1953 under Registry No.
45626 in Conveyance Book 691, page 91 of the Records of Caddo Parish, Louisiana;
as amended by partial release of Servitude dated November 14, 1996 and recorded
November 18, 1996 under Registry No. 1538810 in Conveyance Book 3148, page 253
of the Records of Caddo Parish, Louisiana.
5. Right of Way in favor of Southwestern Electric Company, dated January 8, 1999
and recorded January 12, 1999 under Registry No 1637167 in Conveyance Book 3294,
page 432 of the Records of Caddo Parish, Louisiana.
6. Financing Statement executed by Senior Lifestyle Shreveport, L.L.C., debtor,
in favor of GMAC Commercial Mortgage corporation, secured party, and filed for
record on May 17, 1999 as Registry No. 09-976293 of the Records of Caddo Parish,
Louisiana, as amended byUCC-3 Financing Statement to designate HB-ESC I, LLC, a
Washington limited liability company as Debtor, filed July 3,2002 as Registry
No. 09-1011418 of the UCC Records of Caddo Parish, Louisiana.
7. Cable Television Service Agreement by and between Senior Lifestyle
Shreveport, LLC and Shreveport Division of Time Warner Cable, dated November 9,
1998 and recorded March 5, 1999 under Registry No. 1643943 in Conveyance Book
3304, page 323 of the Records of Caddo Parish, Louisiana.
8. Cable Television Service Agreement by and between Senior Lifestyle
Shreveport, LLC and Shreveport Division of Time Warner Cable, dated October 5,
1999 and recorded January 18,2000 under Registry No. 1688134 in Conveyance Book
3368, page 201 of the Records of Caddo Parish, Louisiana.

<PAGE>
EXHIBIT  D:  BASE  RENT

<PAGE>

The  Base  Rent  for  the  Initial Facility shall be equal to the sum of [i] the
principal  and  interest payments due and payable on the Facility Debt and which
relate to the period from and after the Effective Date (the "Debt Service Rent")
plus [ii] an amount equal to twenty five percent (25%) of the Facility Cash Flow
for  the  preceding  month  (the  "Cash  Flow  Rent").
Each  payment of the Debt Service Rent shall be due and payable on the first day
of  each  month  commencing  on  January  1,  2004 and shall be accompanied by a
reasonably detailed calculation of the Debt Service Rent payment and of the then
outstanding  principal balance of the Refinancing Debt used for purposes of such
calculation,  if  and  to the extent such outstanding principal balance is other
than the actual outstanding principal balance of the Refinancing Debt; provided,
however,  that  the  Debt  Service  Rent payment due on January 1, 2004 shall be
limited  to  the  portion  of  the January payment on the Facility Debt which is
allocated  to the January principal payment, it being understood and agreed that
Tenant shall have no obligation to pay that portion of the Facility Debt service
payment  due  on  January  1,  2004  which  includes  interest  for the month of
December,  2003.

<PAGE>

Each  payment  of  Cash Flow Rent shall be due and payable monthly in arrears as
soon as the calculation of Facility Cash Flow is available but in no event later
than the twenty fifth (25th) day of the month following the applicable month for
which the Cash Flow Rent relates, with the first such payment due as soon as the
calculation  of  Facility  Cash Flow for the month of January, 2004 is available
but  in  no  event  later  than February 25, 2004, and shall be accompanied by a
reasonably  detailed  calculation  of  the  Cash  Flow  Rent  payment.

<PAGE>

The Cash Flow Rent paid by Tenant shall be subject to the following adjustments:

<PAGE>

(a)

With  each  Cash Flow Rent payment due in January of each Lease Year, commencing
with  the  Cash  Flow  Rent  payment  due in January, 2005, Tenant shall provide
Landlord  with  a  reconciliation  (the  "Annual  Cash  Flow Rent Reconciliation
Schedule")  showing  the  actual Cash Flow Rent due for the preceding Lease Year
based  on  the  annual Facility Cash Flow during such Lease Year (the "Cash Flow
Rent  Due")  as  compared to the Cash Flow Rent paid during such Lease Year (the
"Cash Flow Rent Paid") and to the extent the Cash Flow Rent Paid is greater than
the  Cash  Flow Rent Due, Landlord shall remit such excess to Tenant within five
(5) days after receipt of the Annual Cash Flow Rent Reconciliation Schedule and,
to  the  extent  the  Cash  Flow  Rent Paid is less than the Cash Flow Rent Due,
Tenant  shall  remit  such  shortfall  to  Landlord  within  five (5) days after
delivery  of  the  Annual  Cash  Flow  Rent  Reconciliation  Schedule.

<PAGE>

(b)

The Cash Flow Rent Paid in any Lease Year shall be subject to further adjustment
to  the  extent  that at any time during or after the Lease Year Tenant makes an
Insurance  Payment  for a claim which arose during the Lease Term. The amount of
such  adjustment  shall be equal to the lesser of (i) the Cash Flow Rent Paid in
the  Lease  Year  in  which  such  claim  arose  and  with respect to which such
Insurance  Payment  relates  or  (ii)  25%  of

<PAGE>

-  2  -

<PAGE>
the  amount  of  such  Insurance Payment. Such adjustment shall be due and owing
from  Landlord  to  Tenant  within  five  (5) days after Landlord's receipt of a
written  demand  therefor,  accompanied  by  reasonably  detailed  supporting
documentation  with  respect  to the amount and nature of the Insurance Payment.

Base Rent shall be prorated for any partial month in which the Term commences or
terminates.

-  3  -

<PAGE>
EXHIBIT  E:  DOCUMENTS  TO  BE  DELIVERED

<PAGE>

     Tenant  shall  deliver  each of the following documents to Landlord, to the
extent  applicable,.  no  later  than  the  date  specified  for  each document:

<PAGE>

     1.  Annual  Financial  Statement of Tenant (audited) and Facility Financial
Statement  (audited)  -  within  90  days  after  the  end  of each fiscal year.

<PAGE>

     2.  Annual Facility Budget and Annual Company Budget not later than 45 days
after  the  beginning  of  the  next  fiscal  year.

<PAGE>

     3.     Periodic  Financial  Statement  of  Ten ant, (unaudited) - within 45
days  after
the  end  of  each  quarter.

<PAGE>

4.

Monthly  Facility  Financial  Statement  -  within  30  days  after  the  end of

<PAGE>
each  month.

<PAGE>
EXHIBIT  F

<PAGE>

MONTHLY  FINANCIAL  STATEMENT  AND  CENSUS  DATA

<PAGE>

Facility Name: Management Company: Report Date:

Kingsley  Place  at  Shreveport  Emeritus  Corporation
------------------------------------------------------

<PAGE>

Census Data
-----------
Total Number of Units Number of Days in Period Total Resident Days Available
Resident Utilization Days
Medicaid
Private
Medicare
     Other  Payor  (Specify)
Total Utilization Days Average Occupancy

MONTH ENDING (DATE)

MONTH ENDING (DATE)

MONTH ENDING (DATE)

MONTH ENDING (DATE)

12MTHS  ENDING  (DATE)

<PAGE>

(C)

Debt Service Coverage Analysis
------------------------------
Net Routine Patient (Resident) Revenue Other Revenues
Total Revenues
Total Expenses
Pre- Tax Income

<PAGE>

(A)  (B)

Add Back
--------
Depreciation and Amortization
Interest on GMACCM loan (or Facility Lease Expense)
Extraordinary Items
Net Operating Income after Actual Management Fees

Principal  and  Interest  payments  due  for  the  period

<PAGE>
(A)  (B)  (A)

+

(C)  *  5%  (D)
DEBT  SERVICE  COVERAGE  AFTER  ACTUAL  MGMT.  FEES

Net Operating Income after Actual Management Fees
Add Back
--------
     Actual  Management  Fees
Less
----
     Assumed Management Fees (I) Net Operating Income after Assumed Management
Fees

<PAGE>

(D)  (B)

DEBT  SERVICE  COVERAGE  AFTER  ASSUMED  MGMT.  FEES

<PAGE>

I  certify the above to be true and correct in all material respects. Dated this
-  day

<PAGE>

By: Name: Title:

<PAGE>

B-1

<PAGE>
(I)  Percentage  used  as  defined  in  definitions  section  of Loan Agreement.

B-2

<PAGE>
EXHIBIT  G

CERTIFICATE  OF  COMPLIANCE

GMAC Commercial Mortgage Corporation 2200 Woodcrest Place, Suite 305 Binningham,
AL 35209

<PAGE>

Re:

Loan Agreement dated as of May 13, 1999, by and between GMAC Commercial Mortgage
Corporation,  as  Lender,  and  Senior  Lifestyle
Shreveport,  L.L.C., as assumed by HB-ESC I, LLC, as Borrower (together with all
amendments  and  modifications  thereto,  the  "Loan  Agreement")

<PAGE>

     The  undersigned  officer of HB-ESC I, LLC does hereby certify that for the
quarterly  financial  period  ending

<PAGE>

1.

No  Default  or  Event  of  Default  has  occurred  or  exists  except

<PAGE>

     2.  The  Debt  Service  Coverage  Ratio  for the preceding three (3) months
designated  below  through  the  end  of  such  period  is:

                                 Quarterly Period Ending     Required     Actual
                                ----------       -------     --------
                                              12/31/03     1.0 to 1.0     to 1.0
                                             ---------     ----------     ------
                                              3/31/04     1.15 to 1.0     to 1.0
                                             --------     -----------     ------
                                              6/30/04     1.15 to 1.0     to 1.0
                                             --------     -----------     ------
                                              9/30/04     1.15 to 1.0     to 1.0
                                             --------     -----------     ------
                                             12/31/04     1.15 to 1.0     to 1.0
                                            ---------     -----------     ------
                                             3/31/05     1.15 to 1.0     to 1. 0
                                            --------     -----------     -------

     3.  The  Actual  Debt Service Coverage Ratio for the preceding three months
designated  below  through  the  end  of  such  period  is:

                                 Quarterly Period Ending     Required     Actual
                                ----------       -------     --------
                                              12/31/03     1.0 to 1.0     to 1.0
                                             ---------     ----------     ------
                                              3/31/04     1.15 to 1.0     to 1.0
                                             --------     -----------     ------

<PAGE>

     4. Facility is:
                                              6/30/04     1.15 to 1.0     to 1.0
                                             --------     -----------     ------
                                              9/30/04     1.15 to 1.0     to 1.0
                                             --------     -----------     ------
                                             12/31/04     1.15 to 1.0     to 1.0
                                            ---------     -----------     ------
                                              3/31/05     1.15 to 1.0     to 1.0
                                             --------     -----------     ------

The  average  daily  occupancy (on a three (3) calendar month rolling basis) for
the

<PAGE>

Required:  Actual:

Not  less  than  80%
     %

<PAGE>

     6.  The  outstanding  principal balance of all Indebtedness (other than the
Loan)  of
Borrower  is  $     ,  consisting  of  the  following:

[DESCRIBE  EACH  DEBT  AND  THE  BALANCE  THEREOF.]

     7.     All  representations  and  warranties  made  by Borrower in the Loan
Agreement  and
in  other Loan Documents are true and correct in all material respects as though
given  on  the  date  hereof,  except

<PAGE>

8.

All  information  provided  herein is true and correct in all material respects.

<PAGE>

     9.     Capitalized  terms  not defined herein shall have the meanings given
to  such  terms
in  the  Loan  Agreement.

<PAGE>

Dated  this

day  of

By: Name: Title:
-  2  -

<PAGE>
               EXHIBIT H: GOVERNMENT AUTHORIZATIONS TO BE OBTAINED

-  3  -