Exhibit 10.21	

MANAGEMENT AGREEMENT


	This MANAGEMENT AGREEMENT (the "Agreement") is entered into
this ______ day of ___________, _____, between Devon Development,
Limited  (hereafter referred to as "the Owner") and Sterling House
Corporation (hereafter referred to as "the Agent").  This Agreement
relates to activities to be performed, responsibilities to be
accepted and authority to be exercised with regard to the property to
be known as Sterling House of Urbana located in Urbana, Ohio
(hereafter referred to as the "Project").

In consideration of the terms, conditions and covenants hereinafter
set forth, the Owner and the Agent mutually agree as follows:

SECTION 101  DEFINITIONS:

As used in this Agreement the terms below shall have the following
definitions unless  the context otherwise requires:

101.1	"Project" shall mean the land, improvements, buildings,
appurtenances and equipment thereon described above.

101.2	"Gross Collections" shall mean all amounts actually
collected by the Agent, as tenant rents, vending and laundry machine income,
income from commercial space, but excluding (i) income derived from interest
on investments, (ii) discounts and dividends on insurance, and (iii) security
deposits.

101.3	"Rental agreement" shall mean the form of the lender
approved agreement between the Owner and a Resident under the terms of which
said Resident is entitled to enjoy possession of a dwelling unit.

101.4	"Rent" shall mean that monthly amount which a Resident is
obligated to pay the Owner pursuant to the terms of a Rental agreement.

101.5	"Resident" shall mean a person occupying a dwelling unit
in the project pursuant to a Rental agreement.

101.6	"Lender" shall mean the financial institution holding the
mortgage for the Project property.



SECTION 201  APPOINTMENT OF AGENT:

The Owner hereby appoints the Agent, and the Agent hereby accepts
appointment, on the terms and conditions hereinafter provided, as
exclusive management agent of the Project.

SECTION 301.  REGULATION BY LENDER

The Agent fully understands that the Owner must comply with all
related rules, regulations and requirements.  In performance of its
duties hereunder, the Agent agrees to comply with the provisions of 

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this Agreement in as far as they relate to the management activities
agreed to in this document.  

SECTION 401.  CONFER WITH OWNER AND LENDER

The Agent agrees to keep itself informed on the applicable Lender
policies and requirements, and, notwithstanding the authority given
to the Agent in this Agreement, to confer fully and freely with the
Owner in the performance of its duties hereunder.  

SECTION 501.  MEETING WITH OWNER AND THE AGENT

The Agent agrees to cause an officer or a supervisory employee of the
Agent to attend meetings with the Owner when requested by the Owner. 
Owner agrees to provide an agenda for said meetings, if requested by
the Agent.

SECTION 601.  PERSONNEL OF THE AGENT:

601.1	Employees of Agent.  The Agent shall hire in its own name,
the on-site Program Director and all on-site personnel, who will be
responsible and report directly to the Agent.  Said Program Director will
perform duties on-site and compensation will be considered an expense of the
Project.

	The Agent shall hire all on-site personnel necessary for
the full and efficient performance of the Agent's duties under this Agreement. 
Such employees shall be physically present on the Project site.  No less than
one responsible person(s) shall be physically present at the Project at such
times as may reasonably be requested by the Owner, and in any event, for not
less than 24 hours per day,
seven days per week.  Compensation for the services of all on-site employees,
including the Program Director, shall be included as operating expenses of the
project. 

	The Agent shall develop a staffing plan which is sensitive
to resident occupancy and the level of service to be provided.  The Agent will
be responsible for developing and implementing orientation and training for
all on-site employees including training in affirmative fair housing policies.

601.2	Employment of Residents and Contractors.  The Agent shall
operate as an equal opportunity employer in conformity with all related laws
and regulations.  Employment practices will not discriminate based upon sex,
race, color, sexual orientation, age, creed, religion or national origin.

SECTION 701.  SERVICES OF AGENT:

701.1	Services Prior to Resident Occupancy.  Prior to occupancy
of the Project, the Agent shall:

		(i) furnish the Owner revised estimates of maintenance
and operating expenses accompanied by documentation including a staffing plan
and where appropriate, bids, 


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contracts or comparable information for any and all items so
requested by the Owner or Lender;

		(ii) develop and establish such policies and
procedures as are necessary to carry out the Agent's responsibilities under
this Agreement for the effective and efficient operation of the  Project. 
Such policies and procedures shall provide the guidelines for on-site staff in
the day-to-day operation of the Project and shall include, but not be limited
to, aspects of marketing (e.g., sales practices, mail list management,
referral contact, affirmative fair housing practices), administration (e.g.,
resident application and move-in, landlord-tenant relations, rental
agreements, bookkeeping, resident charges, etc.),  personnel (e.g., job
descriptions, hiring, evaluation, discharge, benefits, etc.), resident
services (e.g., housekeeping, laundry, maintenance, food service, ancillary
services, etc.), discharge plans and property management (e.g., maintenance,
preventive maintenance, general repairs, etc.);

		(iii) implement marketing plan.

		(iv) retain such marketing, maintenance and managerial
personnel as are necessary for the preliminary marketing and sale of units;  

		(v) provide training opportunities to marketing staff
including instruction in affirmative fair housing marketing practices;

		(vi) establish a bookkeeping and accounting system in
accordance with requirements specified by the owner and sufficient to document
operational income and expenses of the Project covered by this Agreement; 

		(vii) identify start-up inventory, equipment and
supplies and secure such as approved by the Owner and additionally will
develop a system for ordering and protecting inventory against loss and waste; 
and

		(viii) provide a system for bookkeeping, including
payroll, accounts payable, accounts receivable, general ledger, and petty
cash, such system being designed to generate timely information regarding cash
flow, as well as information necessary for Owner's
financial reports, an adequate record for audit and such data as might be
required by the Lender.

701.2	Structure and Warranties.  The Agent shall obtain from the
Owner a complete set of plans and specifications as approved by the Lender and
insurer and copies of all guarantees and warranties pertinent to construction,
fixtures and equipment.  With the aid of this information and inspection by
competent personnel, the Agent shall thoroughly familiarize itself with the
character, location, construction, layout, plan and operation of the Project
and especially of the electrical, heating, 

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plumbing, air conditioning and ventilating systems, and all other
mechanical equipment. 

701.3	Inspection of Development.  The Agent shall participate in
the final inspection(s) of the Project to certify the readiness of the units
for occupancy and shall (i) inform the Owner, the Architect and the Contractor
of all defects in material and workmanship discovered within the construction
warranty period; and (ii) monitor the action taken by the Contractor to
correct the defects; and (iii)
participate in any formal inspection held for the purpose of identifying
construction defects.

701.4	Maintenance and Repairs.  The Agent shall cause the
general building interior and grounds of the Project to be maintained and
repaired according to standards acceptable to the Owner, Lender and insurer. 
The Agent shall coordinate with the Owner responsibility for maintaining in
good working order, repairing and replacing the structural aspects of the
buildings, appurtenances,
capital equipment, and the electrical, heating, plumbing, air conditioning 
and ventilating systems, and all other mechanical equipment.  The Agent shall
report mechanical, structural, electrical, plumbing, heating, ventilating or
air conditioning problems to the Owner in a timely manner.  


701.5	Preventive Maintenance.  The Agent shall coordinate with
the Owner to assure the timely accomplishment of preventive maintenance.  The
Agent shall cause the buildings, appurtenances, and equipment of the Project
to be maintained and repaired according to written procedures and schedules. 
The Agent shall develop a preventive maintenance schedule including, but not
limited to
periodic inspections of the units; residency commencement and termination
check lists; inventory control; common area maintenance; equipment monitoring;
and monitoring of exterior maintenance and landscaping on a seasonal basis. 
The Agent will develop a schedule for routine painting and replacement as well
as a budget item to fund redecorating as necessary.

701.6	Property Insurance.  The Agent will cause to be placed in
force, all forms of insurance needed to adequately protect the Owner and the
Project, including, comprehensive general liability insurance, fire and
extended coverage insurance, burglary and theft insurance and business income
insurance.  The Agent shall promptly investigate and make a full written
report to the Owner within five
(5) days of receiving knowledge of any accident or claim for damage relating
to the ownership, operation and maintenance of the Project, including any
damage or destruction of the Project and the estimated cost of repair, and
shall cooperate and make any and all reports
required by any insurance company in connection therewith.

701.7	Employees.  On the basis of wage rates previously approved
by the Owner, the Agent shall investigate, hire, pay, 

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supervise and discharge all administrative and general maintenance
personnel.

701.8	Notice of Authority.  In addition to its authority to
manage the premises as specified herein, the Agent is authorized by the Owner
to accept service of process and to receive and give receipt for notices and
demands. 

701.9	Service Requests of Residents.  The Agent shall maintain
businesslike relations with Residents whose service requests shall be
received, considered, and recorded on a systematic, written basis to show the
action taken with respect to each such request.  Complaints of a serious
nature and all written complaints shall, after thorough
investigation, be reported to the Owner with appropriate
recommendations.

	The Agent shall make provisions for delivery of services
calls from Residents on a 24-hour basis.

701.10	Inspection of Units.  As part of the continuing program to
secure full performance by the Residents of all obligations and maintenance
for which they are responsible, the Agent shall make an annual inspection of
all dwelling units and record its findings in writing; such findings will be
given to the Owner at the Owner's
request.  

701.11	Review of Operations.  The Agent shall permit the Lender
and insurer to conduct on-site evaluations of the performance of any or all 
management services which the Agent has agreed to provide as required by this
Agreement.  An authorized representative of the Agent shall be available
during on-site evaluations.  The Lender  shall render to the Owner and the
Agent written reports based on such evaluations.  The Agent shall correct any
deficiencies noted in these evaluations within 30 days of the receipt of the
report from the Lender.  In the event that such correction cannot be made
within 30 days, the Agent shall provide the Lender with a written plan of such
correction, including a timetable of proposed actions.

701.12	Collections and Delinquencies.  The Agent shall collect
and deposit in the account established pursuant to Section 1001 hereof all
rents and other charges due from Residents and all rents or other payments due
the Owner from lessees of other non-dwelling areas of the Project.  The Agent
agrees, and the Owner hereby authorizes the Agent, to request, demand,
collect, receive, and give receipts for any and all charges or rents which may
at any time be or
become payable to the Owner.  Rents and other charges shall not be accepted in
cash by the Agent.  The Agent agrees to take such action, including legal
action, with respect to delinquencies in payments due the Owner with an
itemized list of all Residents with delinquent accounts as of the tenth (10th)
day of each month on or before the
fifteenth (15th) day of the same month.



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701.13	Payments and Expenses.  From the funds collected and
deposited in the account established pursuant to Section 1001 hereof, the
Agent shall coordinate with the Owner and cause to be disbursed regularly and
punctually the following:

	(i)  all of the real estate tax and insurance premium
escrow payments required of the Owner, which payments shall be deemed to be
part of the operating expenses of the Project;

	(ii)  all of the principal and interest required to be
paid to the Lender;

	(iii)  all remaining operating expenses of the Project
including administrative, operational, maintenance and utility expenses and
vendor payables;

	(iv)  all amounts required to be deposited with the Lender
or its designated depository in any reserve or similar account; and

	(v)  the fees arising from the Management Agreement
including the fees of the Agent as provided in Section 1201.

	With the exception of payments provided in this section
and payments for utilities services, the Agent shall make no disbursements in
excess of $5,000 unless specifically authorized by the Owner. Provided that
emergency repairs, involving manifest danger to life and property, or
immediately necessary for the preservation and safety of the Project, or for
the safety of the Residents, or
required to avoid the suspension of any necessary services to the Project, may
be made by the Agent without regard to the cost limitation imposed by this
Section with the understanding that the Agent will, if at all possible, confer
immediately with the Owner regarding every such expenditure, and will submit
the request for the required approval promptly following the emergency.  The
Agent shall not incur liabilities to the Owner (direct or contingent) which,
in the aggregate, will exceed at any time $5,000 or which require payment 
more than one year from the creation thereof, unless specifically authorized 
by the Owner.

701.14	Governmental Orders.  The Agent shall take such action as
may be necessary to comply promptly with any and all orders or requirements
affecting the Project placed thereon by any federal, state, county or
municipal authority having jurisdiction thereover, and orders of the Board of
Fire underwriters or other similar bodies.  The Agent shall not take any
action under this Section unless the Owner so directs and shall not take
action so long as the Owner is contesting or had affirmed its intention to
contest any such order or requirement and promptly institutes proceedings
contesting any such order or requirement.  The Agent shall promptly, and in no
event
later than 48 hours from the time of their receipt, notify 
the Owner in writing of all such orders and notices of requirements.

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701.15	Utility Service and Purchases.  Subject to the approval of
the Owner and in accordance with the rules of the Lender and insurer, The
Agent shall make contracts for garbage and trash removal, fuel oil,
extermination, snow removal, elevator maintenance and other necessary
contracted maintenance services.  The Agent shall secure such equipment,
tools, appliances, materials and supplies as are necessary to maintain and
repair the Project properly.  Payment for costs associated with these said
activities and purchases will be included in the Project operating budget. 
The Agent shall act at all times in the best interest of the Owner and shall
be under duty to secure for and credit to the Owner any discounts, commissions
or
rebates obtainable as a result of the purchase.

701.16	Records and Reports.  
	
	(i)  The Agent shall establish and maintain a
comprehensive system of records, books and accounts in a manner satisfactory
to the Owner.  All records, books and accounts will be subject to examination
at reasonable hours by any authorized representative of the Owner, Lender or
insurer.

	(ii)  With respect to each fiscal year ending during the
term of this Agreement, the Agent shall cooperate with the Owner to have an
annual financial report prepared by an Accountant acceptable to the Lender,
based upon the preparer's examination of the books and records of the Owner
and the Agent.  The report will be prepared in
accordance with the Lender's requirements.  Compensation for the preparer's
services will be considered an operating expense of the Project.

	(iii)  The Agent will prepare a semi-annual income
statement which compares actual and budgeted income and expenses for the six
(6) month period and for the "year to date", and will submit each statement to
the Owner and the Lender within fifteen (15) days after the end of each six
(6) month period ending June and December.

	(vi)  The Agent will furnish such information (including
occupancy reports) as may be requested by the Owner or the Lender from time to
time with respect to the financial, physical or operational condition of the
Project.

	(v)  By the fifteenth (15th) day of each month, the Agent
will furnish the Owner with an itemized list of all rent
delinquencies as of the tenth (10th) day of the same month.

	(vi)  By the fifteenth (15th) day of each month, the Agent
will furnish the Owner with a statement of receipts and disbursements during
the previous month, and with a schedule of accounts receivable and payable,
and reconciled bank statements for the Account as of the end of the previous
month.

	(vii)  The Agent shall cooperate with the Owner to,
execute and file all forms, reports and returns required 

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by law in connection with the employment of personnel, including
unemployment insurance, worker's compensation insurance, disability
benefits, social security and other similar insurance, benefits and
taxes now in effect or hereafter imposed.

701.17	Operating Budget.  At least sixty (60) days before the
beginning of each new fiscal year for the Project, the Agent shall prepare and
submit to the Owner and the Lender an operating budget, in such form as may be
prescribed by the Lender and/or is satisfactory to the Owner, setting forth an
itemized statement of the anticipated receipts and disbursements for the
Project.

701.18	Marketing Duties.  The Agent shall immediately assume
responsibility for all functions and services as described in the marketing
plan.  Such responsibilities shall include but not be limited to:

	(i)    development of and due diligence of rent-up
	occupancy goals;

	(ii)  development of a month-by-month marketing plan;

	(iii)  development of a budget for all labor and
materials;

	(iv)  development of marketing policies and procedures;

	(v) concept development and production coordination for
collateral materials as well as print and broadcast advertisement;

	(vi)  hiring, training and supervision of employed staff
and contract labor;

	(vii)  informing the Owner of problems requiring
adjustment to the marketing plan or goals;

	(viii)  maintenance of marketing effort to stabilize
occupancy once the Project is full.

	Marketing activities shall be coordinated with on-going
operations once the Project is operational.  Activities shall reflect a broad
based effort including community networking, media use, and print pieces.  

701.19	Compliance of Residents.  
		
	(i)  The Agent shall at all times during the term of this
Agreement operate and maintain the Project according to the highest standards
achievable.  The Agent shall secure full compliance by the Residents with the
terms and conditions of their respective rental agreements, rules and
regulations.

	(ii)  Voluntary compliance shall be emphasized, and the
Agent shall counsel residents and make referrals to social service agencies in
cases of financial hardship or under other circumstances deemed appropriate by
the Agent, so that involuntary terminations of tenancy may be avoided to 

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the maximum extent consistent with sound management of the Project. 
The Agent will not, however, tolerate willful evasion of payment of
rent.

	(iii)  The Agent may lawfully terminate any tenancy when,
in the Agent's judgement, sufficient cause occurs under the terms of the
Resident's rental agreement.  Statements explaining evictions shall be filed
promptly with the Owner and the Lender.

	(iv)  The Agent is authorized to consult with legal
counsel designated by the Owner to bring actions for eviction and to execute
notices to vacate and to commence appropriate judicial proceedings; provided,
however, that the Agent shall keep the Owner informed of such actions and
shall follow such instructions as the Owner has prescribed.  Subject to the
Owner's approval, costs
incurred in connection with such actions shall be considered as operating
expenses.

701.20	Qualification of Residents.  The Agent shall require
prospective private pay residents to complete a confidential financial
statement.  As a condition of tenancy, the Agent shall make use of this and
other available information to determine that the prospective resident has
sufficient income and assets to pay the
monthly fees associated with tenancy.

701.21	Services to Residents.  The Agent shall be responsible for
the effective and efficient provision of resident services, including the
maintenance of safe and clean common areas and grounds; weekly housekeeping
and laundry service; periodic window washing, carpet and drapery cleaning;
provision of three meals per day, seven days per
week; maintenance of twenty-four hour per day emergency call system;
recreational facilities and activities; centrally located mail distribution;
and other contracted services as specified in the Resident's negotiated
service plan.

	The Agent shall ensure that systems to deliver all
resident services are in place, staff hired and trained prior to Project
opening.

	Recognizing the contribution that quality makes to the
successful long term marketing of the Project, the Agent shall provide
services of consistently high quality, acceptable to the Residents and the
Owner.  


SECTION 801.  OTHER ACTS:

The Agent shall perform such other acts and deeds requested by the
Owner as are reasonable, necessary and proper in the discharge of the
Agent's duties under this Agreement.

SECTION 901.  LIABILITY OF AGENT:



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Everything done by the Agent under the provision of this Agreement
shall be done as Agent of the Owner, and all obligations or expenses
incurred thereunder shall be for the account of and on behalf of the
Owner.  Any payments to be made by the Agent hereunder shall be made
out of such sums as are available to the Operating Receipts and
Expenses Account established pursuant to Section 1001.1.  The Agent
shall not be obliged to make any advance to, or for the account of,
the Owner or to pay any sum, except out of the funds held or provided
as aforesaid, nor shall the Agent be obliged to incur any liability
or obligation for the account of the Owner without assurance that the
necessary funds for the discharge thereof will be provided.

SECTION 1001 BANK ACCOUNTS:

The Agent shall establish and maintain, in a bank whose deposits are
insured by the Federal Deposit Insurance Corporation ("FDIC"), and
which is approved by the Owner, a separate account as Agent of the
Owner for the deposit of the monies of the Owner, with authority to
draw thereon for any payments to be made by the Agent to discharge
any liabilities or obligations of the owner incurred in accordance
with this Agreement.  This account shall be carried in the name of
and designated of record as "Sterling House of Urbana Receipts and
Expense Account".  The Agent shall also establish such other special
bank accounts as may be required by the Owner or the Lender.  Any and
all interest which may accrue on deposits contained in any accounts
established in accordance with this paragraph shall be used by the
Agent to discharge any liabilities or obligations of the Owner in the
same manner as the Agent uses other monies of the Owner.


SECTION 1101.  STAFF FACILITIES AT PROJECT SITE:

The Owner shall furnish the Program Director and support staff with
suitable office space and office furniture on the site of the Project
and with electricity, heat, water and janitorial service therein. 
For all operational staff the Owner shall provide office
accommodations as necessary to perform their assigned functions, as
well as safe storage for appropriate personal belongings and staff
dining space furnished with tables and chairs which allow staff to
eat or take breaks in reasonable comfort.

SECTION 1201.  COMPENSATION OF AGENT:

The compensation which the Agent shall be entitled to receive for all
Project management services performed under this Agreement shall be
$1,500 per month or 7% of the gross collections of the Project which
ever is greater.  This fee shall be computed and paid monthly based
upon Gross Collections for the preceding month.  Expenses not agreed
to be charged to the Project and will be borne by the Agent out of
its own funds and will not be treated as an operating expense of the
Project. 

Bookkeeping and payroll services will be provided by the Agent at
$500 per month.  It is understood that the bookkeeping and payroll
preparation fee may increase each year during the life of this
Agreement, but in no year will that increase be more than 10% of the
previous year's fee.

SECTION 1301.  NONDISCRIMINATION:


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In the performance of its obligations under this Agreement, the Agent
will comply with the provisions of any federal, state, or local law
prohibiting discrimination in housing on the grounds of race, color,
sex, religion, national origin or handicap.

This Agreement may be terminated or suspended, in whole or in part,
by the Owner upon the basis of a finding by the Owner or Lender that
the Agent has not complied with nondiscrimination provisions.

SECTION 1401.  EXPIRATION AND TERMINATION:

1401.1	Expiration.  Unless sooner terminated pursuant to Section
1401.2, 1401.3, 1401.4 or 1401.5 of this Agreement, the Agreement shall be in
effect from the date of execution hereof until _______________.  Execution
shall not be deemed complete unless and until this Agreement has been approved
in writing by the Lender.  This Agreement shall be renewable with the mutual
consent of the Owner and the Agent.

1401.2	Termination by Mutual Consent:  This Agreement may be
terminated by the mutual written consent of the Owner and the Agent only with
the prior written consent of the Lender.  Owner and Agent shall submit their
written request to terminate this Agreement to the Lender at least sixty (60)
days prior to the date specified for
termination.

1401.3	Termination by Owner for Cause:  In the event that the
Agent shall fail to perform any of its duties hereunder or comply with any of
the provisions hereof, the Owner shall notify the Agent, the Lender and the
insurer of the Owners intent to terminate this Agreement by delivering to the
Agent written notice to remedy such default.  If such default is not remedied
within thirty (30) days, from the date of notice to the Agent, the Owner may,
with prior
written consent from the Lender and the insurer, terminate this Agreement
immediately.  

1401.4	Termination Because of Bankruptcy:  In the event that the
Owner or the Agent shall become insolvent, however defined; shall be
dissolved; shall commit an act of bankruptcy under the United States
Bankruptcy Act (as now or hereafter amended); shall file or have filed against
it, voluntarily or involuntarily, a petition in bankruptcy or for
reorganization or for the adoption of an
arrangement under the United States Bankruptcy Act (as now or hereafter
amended); shall make an assignment for the benefit of creditors; shall
procure, permit or suffer, voluntarily or involuntarily, the appointment of a
receiver or trustee to take charge of any of the mortgaged property or any
other property owned by the Owner or the Agent, voluntarily or involuntarily,
any act, process or proceeding under any insolvency law or the statute or law
providing for the modification or adjustment of the rights of creditors,
either party hereto may immediately terminate this Agreement without notice to
the other party provided that the Lender and the insurer have given written
consent to such termination and further provided 

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for that prompt notice of such action be given to the other party.

 1401.5	Termination by the Lender or the Insurer:  It is expressly
understood and agreed by and between the Owner and the Agent that the Lender
or the insurer shall have the right to terminate this Agreement, with cause,
on ten (10) days' written notice to the Owner and the Agent; except that in
the event of a default by the Owner under its loan agreement with the Lender,
the Lender shall have the right to terminate this Agreement immediately
without notice, but prompt advice of such action shall be given to the Owner
and the Agent.  It is further understood and agreed that no liability shall
attach to Lender in the event of termination of this Agreement because of a
default under the loan agreement.  

1401.6	Accounting Upon Termination.  Within ten (10) days after
the termination of this Agreement, the Owner and Agent shall account to each
other with respect to all matters outstanding as of the date of termination. 
The Owner shall furnish the Agent security against any outstanding obligations
or liabilities which the Agent may have
incurred hereunder, and the Agent shall turn over to the Owner all records,
documents or other instruments, waiting lists and any and all other files and
papers in its possession pertaining to the Agent's performance under this
Agreement.


SECTION 1501.  ASSIGNMENTS:

This Agreement shall inure to the benefit of and constitute a binding
obligation upon the Owner and the Agent, and their respective
successors and assigns, provided that the Agent cannot assign this
Agreement or any of its duties hereunder without the prior written
consent of the Owner and the Lender.

SECTION 1601.  AMENDMENT:  

This Agreement constitutes the entire agreement between the Owner and
the Agent, and no amendment or modification thereto shall be valid
and enforceable except by supplemental agreement executed in writing
and approved by the Owner, the Agent, the Lender and insurer.

SECTION 1701.  EXECUTION OF COUNTERPARTS:

For the convenience of the parties, this Agreement has been executed
in counterpart copies, which are in all respects similar and each of
which shall be deemed to be complete in itself so that any one may be
introduced in evidence or used for any other purpose without the
production of the other counterparts.

SECTION 1801.  MISCELLANEOUS:

Wherever used in this Agreement, the singular number shall include
the plural, and the plural shall include the singular; and the use of
any gender shall apply to all genders.  The captions and the headings
of the sections of this Agreement are for convenience only and are
not to be used to interpret or define the provisions hereof.

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SECTION 1901.  WAIVER:

No waiver of a breach of any of the agreements or provisions
contained in this Agreement shall be construed to be a waiver of any
subsequent breach of the same or of any other provisions of this
Agreement.

SECTION 2001.  SEVERABILITY:

If any clauses, sentence, section, paragraph, provision or part of
this Agreement is judged to be invalid or unenforceable, such
adjudication shall not affect or invalidate the remainder of this
Agreement, it being understood and agreed that such invalid or
unenforceable clause, sentence, paragraph, provision or part is and
shall be severable from the remainder of this Agreement.

2101.  NOTICE:

Whenever any notice is required to be given herein, Notice shall be
deemed to have been given when sent by certified mail to the parties
to this Agreement at the following addresses:

OWNER:	Devon Development, Limited	AGENT:	Sterling House
Corporation
	609 East Water Street		453 S. Webb Road  #500
	Urbana, Ohio 43078		Wichita, KS. 67207


SECTION 2102.  EXECUTION OF AGREEMENT:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.

OWNER:                                                        AGENT:

DEVON DEVELOPMENT, LIMITED        STERLING HOUSE CORPORATION
By Coventry Corporation, Manager


By__________________________                         
By__________________________
     Steven L. Vick, President                                      
  Steven L. Vick, President