Exhibit 10.11

PROMISSORY NOTE SECURED BY
MORTGAGE



$1,868,500.00

April 21, 1997




	FOR VALUE RECEIVED, in installments as
herein stated WATERFORD DEVELOPMENT COMPANY,
L.L.C., an Oklahoma limited liability company
("Maker"), hereby promises to pay to the order of
LTC PROPERTIES, INC., a Maryland corporation
("Lender") at 311 West Monroe Street, P.O. Box
74742, Chicago, Illinois 60694-5020 or such other
place as Lender may from time to time designate,
the principal sum of ONE MILLION EIGHT HUNDRED
SIXTY-EIGHT THOUSAND FIVE HUNDRED DOLLARS
($1,868,500.00), with Regular Interest from the
date hereof on unpaid principal at the rate of
Percent (_%) per annum ("Regular Interest"), all
subject to the terms and conditions set forth
below.  Principal, Regular Interest and other
sums due hereunder shall be payable in lawful
money of the United States.

1.	Regular Interest.  Except as otherwise
expressly provided herein, "Regular Interest"
shall accrue on the unpaid principal due
hereunder from the date of this Note (that is,
the "Funding Date") through the Maturity Date
(defined below) or the earlier payment of this
Note in accordance with the terms hereof, whether
upon acceleration or other-wise, at the per annum
rate of Percent (_%) (the "Regular Interest
Rate").

2.	Payments of Regular Interest.  Regular
Interest only shall be payable in arrears in
monthly installments on the first (IST) day of
each and every month (the "Regular Interest
Payment Date") commencing on the first (IST) day
of the first full calendar month following the
date hereof and continuing thereafter on the
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first (1st) day of each succeeding calendar month
until the Maturity Date; provided, however, that
if the first (1st) day of any calendar month is
not a Business Day (defined in Section 5, below),
then the Regular Interest Payment Date shall be
the first (1st) Business Day which precedes the
first (IST) day of the calendar month.  Regular
Interest only shall be due and payable on each
Regular Interest Payment Date; provided, however,
that if the loan evidenced by this Note ("Loan")
is funded on any day which is not the first (1st)
day of a calendar month, then Maker shall pay,
concurrently with the Funding, Date, a pro-rated
amount (of Regular Interest only) based on the
number of days from and including the Funding
Date to the first Regular Interest Payment Date
occurring after the Funding Date. (Such prorated
amount may be deducted by Lender from the Loan
proceeds.) Therefore, if funding of the Loan
occurs other than on the first (IST) day of a
calendar month, the first (1st) payment of
Regular Interest shall be made on the second
(2nd) Regular Interest Payment Date occurring
after the Funding Date.  The monthly installments
of Regular Interest to be paid by Maker shall be
calculated on the basis of a three hundred sixty
(360) day year.  All principal and accrued but
unpaid Regular Interest (if any) shall be due on
February 20, 1998 (the "Maturity Date").





<PAGE>
3.	Promissory Note Secured by Mortgage.  This
Promissory Note is secured by a Mortgage and
Security Agreement ("Mortgage") each made of even
date herewith by Maker, as Grantor, for the
benefit of Lender, as Beneficiary, encumbering a
parcel of real property improved with an assisted
living facility, located-in the City of Durant,
County of Bryan, State of Oklahoma, as more
specifically described in the Mortgage (the
"Property").  This Note is further secured by a
UCC-1 Financing Statement (the "UCC-1"), of even
(or approximately even) date herewith.  This
Note, the Mortgage, the UCC-1 and any and all
other documents or instruments evidencing or
securing this Note, are sometimes hereinafter
collectively referred to as the "Loan Documents."

4.	Effect of Note.

(a)	It is the intention of Lender and Maker that
this Note shall remain in full force and effect
and shall continue to be secured by the Loan
Documents until all obligations of Maker to
Lender under this Note have been fully satisfied.

(b)	MAKER ACKNOWLEDGES AND AGREES THAT THE
PROVISIONS OF THIS NOTE SHALL NOT CREATE A
PARTNERSHIP, JOINT VENTURE OR ANY OTHER
RELATIONSHIP BETWEEN THE PARTIES EXCEPT THE
RELATIONSHIP OF MAKER AND LENDER.  ACCORDINGLY,
NOTHING CONTAINED IN THIS NOTE OR IN THE OTHER
LOAN DOCUMENTS SHALL OBLIGATE OR BE DEEMED TO
OBLIGATE LENDER TO PAY ANY COSTS, FEES OR
EXPENSES OF THE PROPERTY, OR TO REIMBURSE MAKER
FOR ANY SUCH COSTS OR OTHERWISE.  IN ADDITION,
NOTHING IN THIS NOTE OR IN ANY OF THE OTHER LOAN
DOCUMENTS SHALL BE DEEMED TO IMPLY THAT LENDER IS
AN OWNER OR OPERATOR OF ANY OF THE PROPERTY, THE
FACILITY LOCATED THEREON OR ANY OTHER BUSINESS
LOCATED THEREON OR IN CONNECTION THEREWITH AND
LENDER SHALL NOT BE DEEMED TO CONTROL OR REVIEW
MAKER'S OWNERSHIP OR OPERATION OF THE PROPERTY,
THE FACILITY LOCATED THEREON OR ANY OTHER
BUSINESS LOCATED THEREON OR IN CONNECTION
THEREWITH.

5.	Default and Acceleration.

(a)	Each of the following shall constitute an
"Event of Default" under this Note:

<PAGE>
	(i)	Maker fails to make any payment
when due under this Note, and said failure
continues for a period of five (5) "Business Days
" (which shall mean any day in which dealings in
U.S. dollar deposits between banks may be carried
on in New York and on which Lender is open for
business at its principal place of business);

	(ii)	Maker commits an Event of Default
other than as described in subsection 5(a)(i)
hereof under any of the Mortgage or is otherwise
in default under any one or more of the other
Loan Documents, and said Event of Default is not
cured within thirty (30) calendar days after
Lender has given notice thereof to Maker, or, if
the Event of Default is of a type which is not
capable of being cured within the thirty (30)
calendar day period, if Maker has not commenced
with due diligence and dispatch the cure of said
Event of Default within said @ (30) calendar day
period after Lender's notice to Maker, and
thereafter promptly prosecuted the same to
completion within ten (10) calendar days after
said initial @ (30) day period; or

	(iii)	Maker commits a breach or default
which remains uncured after the expiration of any
applicable grace period under any other document
or instrument subsequently entered into between
Maker and Lender, and said breach or default is
not cured within any applicable grace period.

(b)	Upon the occurrence of an Event of Default
hereunder, Lender shall have the right, without
demand or notice, to declare the unpaid principal
of this Note, all accrued but unpaid Regular
Interest and all Default Interest, and any and
all other amounts owing to Lender by Maker under
this Note and under the other Loan Documents
immediately due and payable, and said principal,
Regular Interest, Default Interest and other
amounts, together with Lender's costs and
reasonable attorneys' fees incurred in collecting
and/or enforcing payment hereof, shall then
become immediately due and payable to Lender.

6.	Default Interest.  Upon the occurrence of an
Event of Default hereunder, under any of the
Mortgage or any one or more of the other Loan
Documents, but only for so long thereafter as
Maker remains in default, the Regular Interest
Rate hereof shall immediately and without notice
<PAGE>
to Maker (which notice is hereby waived to the
extent permitted by law) increase to the lesser
of (i)an amount equal to two percent (2%) over
the then applicable rate of Regular Interest, or
(ii) the Highest Lawful Rate (defined in
Paragraph 10, below) (the "Default Interest
Rate").  Maker acknowledges and agrees that it
would be extremely difficult or impracticable 
to fix the actual damages resulting from Maker's
failure to pay amounts when due and therefore
shall pay such default interest not as a penalty,
but for the purpose of defraying the expenses
incident to handling amounts past due.  The
default interest shall be payable by Maker
without prejudice to the rights of Lender to
collect any other amounts to be paid under 
this Note or the Mortgage.

7.	Prepayment.  The Loan may be prepaid (in
whole or in part) without any premium or penalty
at any time and from time to time.

8.	Waivers.  Maker hereby waives diligence,
presentment, protest and demand, notice of
protest, dishonor and nonpayment of this Note,
notice of intent to accelerate and notice of
acceleration and expressly agrees that, without
in any way affecting the liability of Maker
hereunder, Lender may extend the Maturity Date or
the time for payment of any installment due
hereunder, accept additional security, release
any party liable hereunder and release any
security now or hereafter securing this Note.  By
accepting payment of any sum hereunder after its
due date, Lender shall not waive its rights
either to require prompt payment when due of all
other sums hereunder or to declare an Event of
Default hereunder for failure to make prompt
payment of such other sums.  No delay or omission
on the part of Lender in exercising any right
under this Note or under any of the Mortgage or
any of the other Loan Documents shall operate as
a waiver of such right.

9.	Costs of Collection.  Maker agrees to pay
all charges (including, without limitation, all
late charges and reasonable attorneys' fees,
consultants fees, experts fees and the like) of
Lender in connection with the collection and/or
enforcement of this Note or any other Loan
Document, and in protecting or preserving the
security for this Note, whether or not suit is
<PAGE>
brought against Maker; provided, however, that if
a formal, non-appealable determination is made
against the Lender on all counts in connection
with the collection and/or enforcement of this
Note, any of the Mortgage and/or any other Loan
Document, Lender shall be responsible for the
payment of its own attorneys' fees and other
costs and expenses in connection therewith.

10.	Compliance With Usury Laws.  It is the
intention of the parties hereto to conform
strictly to applicable usury laws regarding the
use, forbearance or detention of the indebtedness
evidenced by this Note, the Mortgage and the
other Loan Documents, whether such laws are now
or hereafter in effect, including the laws of the
United States of America or any other
jurisdiction whose laws are applicable, and
including any subsequent revisions to or judicial
interpretations of those laws, in each case to
the extent they are- applicable to this Note, the
Mortgage and the other Loan Documents (the
"Applicable Usury Laws").  Accordingly, the
following shall apply:

	(a)	if any acceleration of the
maturity of this Note or any payment by Maker or
any other person or entity results in Maker or
such other person or entity being deemed to have
paid any interest in excess of the Maximum
Amount, as hereinafter defined, or if any
transaction contemplated hereby would otherwise
be usurious under any Applicable Usury Laws,
then, in that event, notwithstanding anything to
the contrary in this Note or any other Loan
Document or any other agreement or instrument, it
is agreed as follows: (i) the provisions of this
Paragraph 10 shall govern and control; (ii) the
aggregate of all interest under Applicable Usury
Laws that is contracted for, charged or received
under this Note, or under any of the other
aforesaid agreements or instruments or otherwise
shall under no circumstances exceed the Maximum
Amount, and any excess shall, if permitted by
Oklahoma law, be retained by Lender as additional
cash collateral for the Loan, to be held without
interest or trust or, if not permitted to be so
held by Lender, shall either be refunded to Maker
or applied in reduction of principal, if
permitted by Oklahoma law, in the sole discretion
of Lender; (iii) neither Maker nor any other
person or entity shall be obligated to pay the
<PAGE>
amount of such interest to the extent that it is
in excess of the Maximum Amount; and (iv) the
effective rate of interest on the Loan shall be
ipso facto reduced to the Highest Lawful Rate
(defined below), and the provisions of this Note, 
the Mortgage and the other Loan Documents
immediately shall be deemed reformed, without the
necessity of the execution of any new document or
instrument, so as to comply with all Applicable
Usury Laws.  All sums paid, or agreed to be paid,
to Lender for the use, forbearance or detention
of the indebtedness of Maker to Lender evidenced
by this Note, the Mortgage and the other Loan
Documents shall, to the fullest extent permitted
by the Applicable Usury Laws, be amortized, pro
rated, allocated and spread throughout the full
term of the indebtedness evidenced by this Note,
the Mortgage and the other Loan Documents so that
the actual rate of interest does not exceed the
Highest Lawful Rate in effect at any particular
time during the full term thereof.  As used
herein, the term "Maximum Amount" means the
maximum non-usurious amount of interest which may
be lawfully contracted for, charged or received
by Lender in connection with the indebtedness
evidenced by this Note, the Mortgage and other
Loan Documents under all Applicable Usury Laws.

	(b)	If at any time interest on the
Loan, together with any other fees and additional
amounts payable hereunder or under any other
agreements or instruments that are deemed to
constitute interest under Applicable Usury Laws
(the "Additional Interest"), exceeds the Highest
Lawful Rate, then the amount of interest to
accrue pursuant to this Note, the Mortgage and
the other Loan Documents shall be limited,
notwithstanding anything to the contrary in this
Note, the Mortgage or any other Loan Document or
any other agreement or instrument, to the amount
of interest that would accrue at the Highest
Lawful Rate; provided, however, that to the
fullest extent permitted by Applicable Usury
Laws, any subsequent reductions in the interest
rate shall not reduce the interest to accrue
pursuant to this Note, the Mortgage and the other
Loan Documents below the Highest Lawful Rate
until the aggregate amount of interest actually
accrued pursuant to this Note, the Mortgage and
the other Loan Documents, together with all
Additional Interest, equals the amount of
interest which would have accrued if the Highest
<PAGE>
Lawful Rate had at all times been in effect and
such Additional Interest, if any, had been paid
in full.

	For purposes of this Note, the term "Highest
Lawful Rate" means the maximum rate of interest
and other charges (if any such maximum exists)
for the forbearance of the payment of monies, if
any, that may be charged under all Applicable
Usury Laws on the principal balance of the Loan
from time to time outstanding.

11.  Full Recourse Nature of Loan.  This Loan
evidenced by this Note and the other Loan
Documents is fully recourse and Lender shall not
be required to look solely to the collateral
granted or pledged by Maker to Lender when
seeking to enforce Lender's rights and remedies.

	12.	Miscellaneous.

	(a)	Assignment.  Lender may, at its sole
option, assign this Note and/or designate any
other person or entity as the holder hereof, and
any such assignee or designee shall succeed to
all rights and obligations of Lender hereunder.

	(b)	No Modifications or Amendments; No
Waiver.  Except as specified herein, this Note
may not be amended, modified or changed, nor
shall any waiver of the provisions hereof be
effective, except only by an instrument in
writing signed by the party against whom
enforcement of any waiver, amendment, change,
modification or discharge is sought. 
Additionally, a waiver of any provision in one
event shall not be construed as a waiver of any
other provision at any time, as a continuing
waiver, or as a waiver of such provision on a
subsequent event.  Neither (i) the failure of
Lender to exercise its right to accelerate this
Note when such right shall become available, nor
(ii) any delay or omission on the part of Lender
in exercising any other right hereunder or under
any of the other Loan Documents shall operate as
a waiver of such option and right or of any other
right hereunder or under any of the Mortgage or
under the other Loan Documents, or any of them,
if any Event of Default has not been cured prior
to the time of exercise of any such right by
Lender, nor shall Lender be prohibited from
exercising its right to accelerate the maturity
<PAGE>
of this Note at any time during the continuance
of an Event of Default.

	(c)	Separability.  Any provision of this
Note which shall be held by a court to be
invalid, void or illegal shall in no way affect,
impair or invalidate any other provision or term
hereof, and such other provisions or terms shall
remain in fall force and effect.

	(d)	Successors and Assigns. Whenever used
herein, the terms "Lender" and "Maker" shall be
deemed to include their respective heirs,
personal representatives, successors and assigns.

	(e)	Choice of Law. This Note shall be
subject to, governed by, construed, and enforced
pursuant to the internal laws of the State of
Oklahoma applicable to instruments, persons and
transactions having contacts and relationships
solely within the State of Oklahoma without
resort to choice of law principles.

	(f)	Remedies.  The rights, powers and
remedies of Lender permitted by law or contract
or as set forth herein or in the Mortgage shall
be cumulative and concurrent, and may be
pursued singly, successively or together against
Maker or any one or more of the Property, in such
order as Lender may determine, in the sole
discretion of Lender, and such rights, powers and
remedies shall not be exhausted by any exercise
thereof but may be exercised as often as occasion
therefor shall occur.  Additionally, the failure
to exercise any such rights, powers and remedies
or the acceptance by Lender of any payment
hereunder which is less than payment in full
shall not constitute a waiver of the right to
exercise any of Lender's rights, powers or
remedies at that time or any subsequent time.

	(g)	Notice.  All notices to Maker shall be
in writing at the address set forth below by: (i)
personal service (including service by overnight
courier service), or (ii) registered or
certified, first class mail, return receipt
requested.  All notices by personal service shall
be deemed given upon receipt.  All notices given
by overnight courier service shall be deemed
given on the date shown on the courier's delivery
receipt.  All notices by registered or certified,
first class mail, return receipt requested, shall
<PAGE>
be deemed given three (3) days after deposit in
the U. S. Mail.

	(h)	Attorneys' Fees.  Notwithstanding
anything to the contrary herein contained, should
any party hereto retain counsel for the purpose
of enforcing or preventing the breach of any
provision hereof, including but not limited to
instituting or defending any action or proceeding
to enforce any provision hereof, Maker agrees to
pay all charges (including without limitation,
all late charges and reasonable attorneys' fees,
consultants' fees, experts' fees and the like) of
Lender in connection with the collection and/or
enforcement of this Note, whether or not suit is
brought against Maker; provided, however, that if
a final, non-appealable determination is made
against Lender on all counts in connection with
the collection and/or enforcement of this Note,
Lender shall be responsible for the payment of
its own attorneys' fees and other costs and
expenses in connection therewith.


Maker' Address:             "MAKER"

c/o Sterling House Corporation
WATERFORD DEVELOPMENT COMPANY, L.L.C.,
453 S. Webb Road
an Oklahoma limited liability company
Suite 500
Wichita, Kansas 67207

By:
Name:
Title: