EMPLOYMENT AGREEMENT

	THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into on the 18th
day of April, 1997 by and between STERLING HOUSE CORPORATION, a Kansas 
corporation ("SHC" or "the Company"), and MARK W. OHLENDORF, a resident of 
the State of Florida ("Ohlendorf").  The term of this Agreement shall be 
deemed to have commenced as of the 18th day of April, 1997 ("Employment 
Commencement Date").

	1.	Appointment, Title and Duties.  SHC hereby employs Ohlendorf to serve as its
Chief Financial Officer.  In such capacity, Ohlendorf shall report to the 
Board of Directors, President and Chief Executive Officer of SHC and shall 
have such powers, duties and responsibilities as are customarily assigned to 
the Chief Financial Officer of a publicly-held corporation.  In addition, 
Ohlendorf shall have such other duties and responsibilities as may reasonably
be assigned to him by the Board of Directors, President or Chief Executive 
Officer, including serving with the consent or at the request of SHC on the 
board of directors of affiliated corporations.

	2.	Term of Agreement.  This Agreement shall commence on the Employment
Commencement Date  and shall terminate upon the earlier of: (i) the date of the
voluntary resignation of Ohlendorf, (ii) the date of Ohlendorf's death or 
determination of Ohlendorf's disability (as defined in Paragraph 6 below), or
(iii) the date of notice by SHC to Ohlendorf that this Agreement is being 
terminated by SHC.

	3.	Acceptance of Position.  Ohlendorf hereby accepts the position of Chief
Financial Officer of SHC and agrees that during the term of this Agreement 
he will faithfully perform his duties and will devote substantially all of 
his business time to the business and affairs of SHC and will not engage, for
his own account or for the account of any other person or entity, in any 
other business or enterprise, including, without limitation, serving on the 
board of directors of any other business or enterprise, except with the 
express written approval of the Board of Directors of SHC, which consent 
shall not be unreasonably withheld; provided, however, that SHC's Board
of Directors shall not be deemed to have unreasonably withheld its consent if
the business or enterprise in which Ohlendorf proposes to engage would 
materially detract from the time available to Ohlendorf for the performance 
of Ohlendorf's duties for the Company; provided, further, Ohlendorf may, at 
his sole discretion, make personal, passive investments.  Ohlendorf agrees to
perform his duties faithfully, diligently and to the best of his ability, to 
use his best efforts to advance the best interests of the Company at all 
times, and to abide by all moral, ethical and lawful policies,
guidelines, procedures, instructions and orders given to him by the Company 
from time to time.  Notwithstanding the foregoing, Ohlendorf may provide 
consulting services to his previous employer, Vitas Healthcare Corporation 
("Vitas"), (i) in person for a period of one (1) week during May 1997, (ii) 
in person for a period of up to four (4) days upon Vitas having recruited a 
replacement for Ohlendorf, and (iii) by telephone for up to ten (10) hours 
per month for a period of one hundred fifty (150) days following the 
Employment Commencement Date; provided, however, Vitas and/or Ohlendorf shall
bear all expenses in connection with such consulting services.

	4.	Salary and Benefits.  During the term of this Agreement:

	A)	SHC shall pay to Ohlendorf a base salary at an annual rate of not less than
One Hundred Seventy-Five Thousand Dollars ($175,000) per annum, paid in 
approximately equal installments in accordance with the regular payroll 
practices of SHC in effect from time to time with respect to its executive 
officers.  SHC agrees from time to time to consider periodic changes to such 
base salary in the sole discretion of the Board of Directors.  The Company 
shall deduct from Ohlendorf's compensation and bonus, if any, all applicable 
local, state, Federal or foreign taxes, including, but not limited to,
income tax, withholding tax, social security tax and pension contributions, 
if any.

	B)	Ohlendorf shall participate in all health, retirement, Company-paid
insurance, sick leave, disability, expense reimbursement and other benefit 
programs, if any, which SHC makes available, in its sole discretion, to its 
senior executives;

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provided, however, nothing herein shall be construed to obligate the Company to
establish or maintain any employee benefit program.  Until Ohlendorf and his 
family relocate to the Wichita, Kansas area, SHC shall pay or reimburse Vitas
for the cost of COBRA continuation coverage under Ohlendorf's existing health
insurance; provided, however, SHC shall not be required to pay or reimburse 
Vitas for amounts in excess of Five Hundred Dollars ($500) per month.  
Reimbursement of Ohlendorf's reasonable and necessary business expenses 
incurred in the pursuit of the business of the Company or any of its 
affiliates shall be made to Ohlendorf upon his presentation to the Company
of itemized bills, vouchers or accountings prepared in conformance with 
applicable regulations of the Internal Revenue Service and the policies and 
guidelines of the Company.

	C)	While there is no guaranty that any bonus will be paid in any year,
Ohlendorf shall be eligible for bonuses in the sole discretion of the Board 
of Directors in an amount not to exceed thirty percent (30%) of his base 
salary, with such bonus, if any, being based upon the performance standards 
applicable to the other senior executive officers of SHC.

	D)	Ohlendorf shall be entitled to reasonable vacation time in an amount of not
less than five (5) weeks per year, provided that not more than two (2) weeks 
of such vacation time may be taken consecutively without prior notice to, and
the consent of, the Chief Executive Officer of SHC.

	5.	Stock Options  Pursuant to the terms of SHC's 1995 Stock Option Plan,
Ohlendorf shall be entitled to receive options to purchase fifty-nine 
thousand two hundred fifty (59,250) shares of the common stock of the 
Company, of which options to purchase thirty thousand (30,000) shares shall 
vest on the first anniversary of the Employment Commencement Date and twenty-
nine thousand two hundred fifty (29,250) shares on the second anniversary of 
the Employment Commencement Date, except in the event of a Change of Control 
of SHC, as defined in the 1995 Stock Option Plan ("Change of Control"), in 
which event the options shall immediately vest.  The date of grant of such
options shall be the Employment Commencement Date and the exercise price of 
such options shall be the last sale price reported for SHC common stock on 
the American Stock Exchange on the Employment Commencement Date.  Ohlendorf 
shall also be entitled to receive options to purchase an additional thirty 
thousand seven hundred fifty (30,750) shares of the common stock of the 
Company, subject to the approval by the stockholders of SHC of an increase 
in the number of available options under the 1995 Stock Option
Plan, which options shall vest on the third anniversary of the Employment 
Commencement Date.  All such options shall be subject to all of the terms and
conditions of the 1995 Stock Option Plan, and the specific terms thereof 
shall be set forth more specifically in separate stock option agreements.

	6.	Certain Terms Defined.  For purposes of this Agreement:

	A)	Ohlendorf shall be deemed to be disabled if a physical or mental condition
shall occur and persist which, in the written opinion of two (2) licensed 
physicians, has rendered Ohlendorf unable to perform the duties of Chief 
Financial Officer of SHC for a period of ninety (90) calendar days or more, 
and which condition, in the opinion of such physicians, is likely to continue
for an indefinite period of time, rendering Ohlendorf unable to return to his
duties for SHC.  One (1) of the two (2) physicians shall be selected in good 
faith by the Board of Directors of SHC, and the other of the two (2) 
physicians shall be selected in good faith by Ohlendorf.  In the event that 
the two (2) physicians selected do not agree as to whether Ohlendorf is 
disabled, as described above, then said two (2) physicians shall mutually 
agree upon a third (3rd) physician whose written opinion as to Ohlendorf's 
condition shall be conclusive upon SHC and Ohlendorf for purposes of this 
Agreement.

	B)	A termination of Ohlendorf's employment by SHC shall be deemed to be "for

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cause" if it is based upon (i) Ohlendorf having been convicted of a felony, (ii)
material disloyalty by Ohlendorf to the Company, including but not limited to
embezzlement, or (iii) Ohlendorf's material failure or refusal to perform his
duties in accordance with this Agreement.

	C)	A resignation by Ohlendorf shall not be deemed to be voluntary, and shall be
deemed to be a resignation for "good reason" if it is based upon (i) a 
material breach by SHC of the Company's obligations to Ohlendorf under this 
Agreement or under the Company's Stock Option Plan, (ii) a diminution in 
Ohlendorf's title, duties, base salary or benefits which is not part of an 
overall diminution for all executive offices of the Company, or (iii) 
Ohlendorf being forced to relocate from the Wichita, Kansas area
following a Change of Control of the Company.

	7.	Certain Benefits and Obligations Upon Termination.  In the event that
Ohlendorf's employment terminates because (i) SHC has terminated Ohlendorf 
other than "for cause," as described above, (ii) Ohlendorf has voluntarily 
resigned for "good reason," as described above, or (iii) SHC has terminated 
Ohlendorf for any reason within a period of one (1) year following a Change 
of Control, but not in the event that Ohlendorf's employment terminates 
because Ohlendorf dies or becomes disabled, then, 	

A)	SHC shall pay Ohlendorf
his then base salary for a one (1) year period commencing on the date of the 
notice giving rise to the termination of employment, which amount shall be 
paid in equal monthly installments over a twelve (12) month period;

	B)	Ohlendorf shall retain all grants and awards, whether or not vested, issued
under the Company's 1995 Stock Option Plan; and

	C)	All accrued but unpaid or unused vacation, sick pay and expense
reimbursement shall be calculated and paid within thirty (30) days following the
termination of Ohlendorf's employment.

	8.	Confidentiality.  Ohlendorf hereby acknowledges his understanding that as a
result of his employment by SHC, he will have access to, and possession of, 
valuable and important confidential or proprietary data, documents and 
information concerning SHC, its operations and its future plans.  Ohlendorf 
hereby agrees that he will not, either during the term of his employment with
SHC, or at any time before or after the term of his employment with SHC, 
divulge or communicate to any person or entity, or direct any employee or 
agent of SHC or of his to divulge or communicate to any person or entity,
or use to the detriment of SHC or for the benefit of any other person or 
entity, or make or remove any copies of, such confidential information or 
proprietary data or information, whether or not marked or otherwise 
identified as confidential or secret. Upon any termination of this Agreement 
for any reason whatsoever, Ohlendorf shall surrender to SHC any and all 
materials, including but not limited to drawings, manuals,
reports, documents, lists, photographs, maps, surveys, plans, specifications,
accountings and any and all other materials relating to the Company or any of
its business, including all copies thereof, that Ohlendorf has in his 
possession, whether or not such material was created or compiled by 
Ohlendorf, but excluding, however, personal memorabilia belonging to 
Ohlendorf, notes taken by him as an officer, and any other materials, etc., 
which Ohlendorf deems to be of value to him in the event the same
may be needed by Ohlendorf in connection with the defense of any lawsuit, 
action or proceeding brought against him for any reason whatsoever.  With the
exception of such excluded items, materials, etc., Ohlendorf acknowledges 
that all such material is solely the property of SHC and that Ohlendorf has 
no right, title or interest in or to such materials.  Notwithstanding 
anything to the contrary set forth above in this Paragraph 8, the provisions 
of this Paragraph 8 shall not apply to information which: (i) is or
becomes generally available to the public other than as a result of 
disclosure by Ohlendorf, (ii) is already known to Ohlendorf as of the date of
this Agreement from sources other than SHC, or (iii) is required to be 
disclosed by law or by regulatory or judicial process.

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	9.	Non-Competition.  Ohlendorf hereby agrees that, during the term of this
Agreement and for a period of three (3) years after any termination for any 
reason whatsoever of this Agreement, he will not, directly or indirectly, 
commence doing business, in any manner whatsoever, for or with any business 
which (i) is engaged in the same business as SHC, (ii) has revenues from 
assisted living operations in excess of fifty percent (50%) of SHC's total 
revenues, with such calculations being annualized based upon the latest 
available quarterly financial data for each of such entities, and (iii) has 
assisted living facilities in any state in which SHC then operates or is in
the process of developing more than three (3) assisted living residences.   
Ohlendorf further agrees that he will not, directly or indirectly, during the
term of this Agreement and for a period of one (1) year after termination for
any reason whatsoever of this Agreement, become employed by or commence doing
business with or for any assisted living provider that has or proposes to 
have assisted living facilities in more than one (1) state.  Ohlendorf will 
not directly employ, solicit for employment or advise or recommend to any 
other person that they employ or solicit for employment any employee of the 
Company during the period of Ohlendorf's employment by the Company and
for a period of three (3) years following the termination of Ohlendorf's 
employment. The provisions of this Paragraph 9 shall be null and void in the 
event that Ohlendorf resigns for "good reason."  SHC hereby acknowledges and 
agrees that Ohlendorf's ownership of a class of securities listed on a stock 
exchange or traded on the over-the-counter market that represents five 
percent (5%) or less of the number of shares of such class of securities then
issued and outstanding shall not constitute a violation of this Paragraph 9.

	10.	Moving and Relocation Expenses.  In addition to the salary and benefits set
forth in Paragraph 4 herein, SHC shall provide to Ohlendorf the following 
benefits in connection with his moving and relocation to Wichita, KS:

	A)	SHC shall pay or reimburse Ohlendorf for (i) all sales commissions due and
owing to real estate agents, which amount shall be the lesser of a six 
percent (6%) sales commission or Thirty-Nine Thousand Dollars ($39,000) and 
(ii) up to Six Thousand Dollars ($6,000) for other miscellaneous direct costs
related to the closing of the sale.

	B)	SHC shall provide Ohlendorf a one (1) bedroom furnished apartment during the
actual period when Ohlendorf is in the process of relocating his residence to
Wichita, KS; provided, however, SHC shall not be required to pay for such 
temporary housing for a period exceeding six (6) months.

	C)	SHC shall pay or reimburse Ohlendorf for the actual costs paid to third
parties of transporting his furniture to Wichita, KS; provided, however, SHC 
shall not be required to pay or reimburse Ohlendorf for an amount in excess 
of Nineteen Thousand Dollars ($19,000) for such moving expenses.

	11.	Attorneys' Fees.  In the event that any action or proceeding is brought to
enforce the terms and provisions of this Agreement, the prevailing party 
shall be entitled to recover reasonable attorneys' fees and costs.

	12.	Notices.  All notices and other communications provided to either party
hereto under this Agreement shall be in writing and delivered by hand delivery,
overnight courier service or certified mail, return receipt requested to the 
party being notified at said party's address set forth adjacent to said 
party's signature on this Agreement, or at such other address as may be 
designated by a party in a notice to the other party given in accordance with
this Agreement.  Notices given by hand delivery or overnight courier service 
shall be deemed received on the date of delivery shown on the
courier's delivery receipt or log.  Notices given by certified mail shall be 
deemed received three (3) days after deposit in the U.S. Mail.

	13.	Construction.  In construing this Agreement, if any portion of this 
Agreement
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shall be found to be invalid or unenforceable, the remaining terms and 
provisions of this Agreement shall be given effect to the maximum extent 
permitted without considering the void, invalid or unenforceable provision.  
Without limiting the generality of the foregoing, to the extent that any 
provision contained in Section 9 hereof is deemed unenforceable by virtue of 
its scope in terms of area, business activity prohibited and/or length of 
time, but could be enforceable by reducing any or all thereof, Ohlendorf and 
SHC agree that the same shall be enforced to the fullest extent permissible 
under the laws and public policies applied in the jurisdictions in which
enforcement is sought.  In construing this Agreement, the singular shall 
include the plural, the masculine shall include the feminine and neuter 
genders, as appropriate, and no meaning or effect shall be given to the 
captions of the paragraphs in this Agreement, which are inserted for 
convenience of reference only.

	14.	Choice of Law.  This Agreement shall be governed and construed in 
accordance with the internal laws of the State of Kansas without resort to 
choice of law principles.

	15.	Integration; Amendments.  This is an integrated Agreement.  Except as
contemplated herein with respect to stock options, this Agreement constitutes
and is intended as a final expression and a complete and exclusive statement 
of the understanding and agreement of the parties hereto with respect to the 
subject matter of this Agreement.  All negotiations, discussions and writings
between the parties hereto relating to the subject matter of this Agreement 
are merged into this Agreement, and there are no rights conferred, nor 
promises, agreements, conditions, undertakings, warranties or representations
, oral or written, expressed or implied, between the undersigned parties as 
to such matters other than as specifically set forth herein or directly 
related thereto.  No amendment or modification of, or addendum to, this
Agreement shall be valid unless the same shall be in writing and signed by 
the parties hereto.  No waiver of any of the provisions of this Agreement 
shall be valid unless in writing and signed by the party against whom it is 
sought to be enforced.

	16.	Binding Effect.  This Agreement is binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, personal 
representatives, successors and assigns; provided, however, that Ohlendorf 
shall not be entitled to assign his interest in this Agreement (except for an
assignment by operation of law to his estate), or any portion hereof, or any 
rights hereunder, to any party.  Any attempted assignment by Ohlendorf in 
violation of this Paragraph 16 shall be null, void ab initio and of no effect
of any kind or nature whatsoever.

	17.	Survival.  The provisions contained in Paragraphs 7, 8 and 9 shall survive
the termination of this Agreement.

	IN WITNESS WHEREOF, the parties have executed this Agreement on the date set
forth above to be effective as of the date specified in the preamble of this 
Agreement.

							STERLING HOUSE CORPORATION
Address:						a Kansas corporation
453 South Webb Road
Suite 500
Wichita, KS  67207					By                                    
                         
							      Steven L. Vick, President

							"SHC" or the "Company"
Address:
13700 Stirling Road
Ft. Lauderdale, FL 33330				                                      
                           
							MARK W. OHLENDORF

							"Ohlendorf"

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