THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS
AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS (A) SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) THE
COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER
THAT SUCH TRANSFER IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT, THE
RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES
LAWS.


                          REGENT ASSISTED LIVING, INC.

                CONVERTIBLE SUBORDINATED NOTE DUE MARCH 31, 2008

                           Issue Date: March 31, 1998


Note No. 1998-3                                                         $160,000

          FOR VALUE RECEIVED, the undersigned, REGENT ASSISTED LIVING, INC., a
corporation organized and existing under the laws of Oregon (herein called the
"Company"), hereby promises to pay to the order of JAMES J. PIECZYNSKI or
registered assigns ("Holder"), the principal sum of ONE HUNDRED SIXTY THOUSAND
DOLLARS (or so much thereof as shall remain outstanding) on March 31, 2008.
Payments are to be made as provided in the Agreement (as defined herein).

          This Note is one of the Notes issued pursuant to the Convertible
Subordinated Note Purchase Agreement dated as of March 30, 1998 (the
"Agreement"), by and between the Company and James J. Pieczynski, an individual,
and is also entitled to the benefits thereof to the extent provided in the
Agreement. This Note is subject to (i) conversion, in whole or in part, at the
option of the Holder, pursuant to Section 6.1(a) of the Agreement, (ii)
conversion, in whole but not in part, at the option of the Company upon the
satisfaction of certain conditions pursuant to Section 6.1(b) of the Agreement
and (iii) repurchase, in whole or in part, upon a Change of Control pursuant to
Section 5.4 of the Agreement.

          Upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and, at the
option of the holder, registered in the name of, the transferee. The Company may
deem and treat the person in whose name this Note is registered as the holder
and owner hereof for the purpose of receiving payments and for all other
purposes whatsoever, and the Company shall not be affected by any notice to the
contrary.

          If an Event of Default shall occur and be continuing, this Note may,
under certain circumstances, become or be declared due and payable in the manner
and with the effect provided in the Agreement.

          Certain terms and provisions of this Note may be amended or compliance
herewith waived on the terms and provisions provided for in the Agreement.

          The Note is subordinated in both right of payment and time of payment
to certain Senior Indebtedness, as defined and described in Section 8 of the
Agreement.

          Capitalized terms used herein without definition shall have the
meaning set forth for such terms in the Agreement.

                                       REGENT ASSISTED LIVING, INC.,
                                       an Oregon corporation


                                       By:  WALTER C. BOWEN
                                            ------------------------------------
                                            Walter C. Bowen
                                            President