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                              AMENDED AND RESTATED
                         AGREEMENT TO PROVIDE MANAGEMENT
                     SERVICES TO ASSISTED LIVING FACILITIES

     This  Agreement  made  as of the 31st day of December, 2001, by and between
Regent  Assisted Living, Inc., an Oregon corporation (hereinafter referred to as
"Owner")  and  Emeritus  Corporation,  a  Washington  corporation  (hereinafter
referred  to  as  "Manager").

     WHEREAS, as set forth more fully in Exhibit A, Owner either owns, leases or
manages under contract or in its capacity as the managing member of the owner or
lessee  of,  the  assisted  living  facilities  described  in  Exhibit  A  (the
"Facilities"  and,  where  the context requires, individually, a "Facility") and
is, in each instance, authorized to engage a manager or submanager in connection
with  its  operation  of  the  Facilities;

     WHEREAS,  Owner  wants  someone  to  manage  the  Facilities on its behalf;

     WHEREAS,  Manager  is  experienced  and  qualified in the field of assisted
living  facilities  management and has agreed to manage the Facilities on behalf
of  Owner,  pursuant  to  the  terms  and  conditions  set  forth  herein.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  herein  contained,  IT  IS  AGREED  AS  FOLLOWS:

     I.     Responsibilities  of  Manager:  Owner  hereby  engages  Manager  and
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Manager  hereby  accepts  such  engagement  and  agrees  to  provide management,
consulting  and  advisory  services to Owner in connection with the operation of
the  Facilities,  upon the terms and conditions set forth in this Agreement.  By
entering  into  this  Agreement,  Owner does not delegate to Manager any powers,
duties  or responsibilities which it is prohibited by law from delegating. Owner
also  retains such other authority as shall not have been expressly delegated to
Manager  pursuant  to  this  Agreement.  Subject to the foregoing, Manager shall
provide  the  following  services:

     (a)     Operational  Policies  and  Forms:  Manager  shall  develop  and
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implement such operational policies and procedures as may be necessary to ensure
the ongoing licensure of the Facilities and the establishment and maintenance of
operational  standards  appropriate  for  the  nature  of  the  Facilities.

     (b)     Charges:  Manager  shall  establish  the  schedules  of recommended
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charges,  including  any  and  all  special charges for services rendered to the
residents  at  the  Facilities.

     (c)     Information:  Manager  shall  develop  any  informational material,
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mass  media releases, and other related publicity materials, which are necessary
or  appropriate  for  the  operation  of  the  Facilities.

     (d)     Regulatory  Compliance: Subject to the force majeure and notice and
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cure  right  contained  in  the  Agreement  below,  Manager  shall  maintain all
licenses, permits, qualifications and approvals from any applicable governmental
or regulatory authority for the operation of the Facilities and shall manage the
operation  of  the  Facilities  in  full compliance with all applicable laws and
regulations;  provided, however, Manager shall not be deemed to be in default of
its  obligations  under this Section I(d) in the event (i) of a violation of any
applicable  law  or  regulation  which  occurs during the first thirty (30) days
after  the  Commencement  Date (the "Protected Period"), (ii) of the citation of
any  deficiency or deficiencies which do not result in the threatened revocation
of  the  licensure  or  Medicaid certification of, or the imposition of a ban on
admissions  at,  the  affected  Facility  or  Facilities and which deficiency or
deficiencies  are  timely  corrected  in  accordance  with  a plan of correction
approved  by  the  applicable  regulatory  authority,  (iii)  Manager  is  duly
contesting  the  application  of  any  law  to  the  operation  of a Facility or
Facilities  and  compliance  therewith  is  stayed  during  the period that such
contest is pending or (iv) compliance with law requires the expenditure of funds
which  require  the  approval  of  Owner and for which Owner refuses or fails to
provide  such  approval.  In  order  to  ensure  Manager's  compliance  with its
obligations  under  this  Section  I(d) Owner shall provide Manager prior to the
Commencement  Date with a copy of any agreements or orders to which Owner may be
a  party in connection with the operation of the Facilities. Within  48 hours of
receipt,  Manager  shall provide Owner with copies by fax, overnight mail, email
or  other  comparable  means of expedited transmission of any written notices of
non-compliance  which  it  receives  from  any  governmental  authority  having
jurisdiction  over  the  Facilities in which such authorities threaten a loss or
licensure or Medicaid certification of, or the imposition of a ban on admissions
at  or  the  imposition  of  civil  or criminal penalties against, a Facility or
Owner.  In addition, Owner shall have the right to approve, which approval shall
not  be  unreasonably withheld, any plan of correction developed by Manager with
respect to any survey or other governmental action which threatens revocation of
the  licensure  or  Medicaid  certification of, or a ban on admissions at or the
imposition  of  civil  or criminal penalties against, a Facility or Owner and to
approve  the  election  by  Manager to contest the application of any law to the
operation  of  a  Facility  or  Facilities.

     (e)     Capital Repairs, Replacements and Improvements:  Manager shall make
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all  capital repairs, replacements and improvements  necessary for the efficient
and  effective  operation of the Facilities and their compliance with law unless
doing  so  involves an expenditure requiring Owner's approval in accordance with
the  terms of this Agreement and Owner fails to provide such approval.  The cost
of  such   capital  repairs,  replacements  and improvements shall be within the
budgetary  limits  set  forth in the annual  capital budgets prepared by Manager
pursuant to Paragraph I(L); provided, however, Manager shall not be deemed to be
in  default  of its obligations under this Section I(e) in the event the cost of
such  repairs, replacements and/or improvements exceeds the applicable budgetary
limits provided such   repairs, replacements and/or improvements are (a) of such
an  emergency  nature  that Owner's prior notice and approval is not feasible in
order  to  adequately  protect  the  Facilities and the health and safety of the
occupants  or  (b)  the cost of such   repairs, replacements and/or improvements
are within 10% of the budgetary limits set forth in the annual  approved capital
budget  then  in  effect  for  the  affected  Facility or Facilities prepared by
Manager  pursuant  to  Paragraph  I(L).  Any  other  capital  expenditures  for
repairs, replacements or improvements that exceed such budgetary limits shall be
subject  to  the  prior  approval  of  the  Owner,  which  approval shall not be
unreasonably  withheld;  provided,  however,  Owner  shall not be deemed to have
unreasonably withheld its approval if (i) Owner lacks the financial resources to
cover  the  cost  of such capital repair, replacement or improvement or (ii) the
cost  of  such  capital  repair,  replacement or improvement will exceed $25,000
individually  or  in  the  aggregate  with  other  unbudgeted  capital  repairs,
replacements  or  improvements  undertaken  by  Manager in the same fiscal year.
In performing the foregoing repairs, replacements and improvements Manager shall
use  the  Facilities'  on  site  maintenance personnel as and where possible and
shall  otherwise  contract with qualified third parties to provide the necessary
services  and  shall  undertake the same or cause the same to be undertaken in a
workman  like  and  lien  free  manner.

(f)     Accounting:
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          (i)     Manager  shall,  at its expense, provide accounting support to
the Facilities. Owner acknowledges and agrees that such accounting support shall
not  include  the  preparation  of  Owner's  corporate  financial  statements or
securities  filings,  but  only  the  individual  financial  statements  for the
Facilities,  in  each  case  meeting  the requirements of Section 1(G).  Manager
shall  not be required to reflect in the financial statements for the Facilities
any  corporate  accounting  adjustments  provided to Manager by Owner until such
time  as  Manager  fully  understands  the  rationale  for  such  adjustment.

          (ii)     All  accounting  procedures and systems utilized in providing
said support shall be in accordance with the operating capital and cash programs
developed  by  Manager,  which  programs  shall  conform  to  generally accepted
accounting  principles ("GAAP") and shall not materially distort income or loss;
provided,  however,  Manager shall have no liability for errors in the financial
statements prepared during the term of this Agreement which arise from errors in
starting  accounting  balances  provided by Owner to Manager pursuant to Section
I(f)(v).

(iii)     In  addition,  as  a  cost  of operating the Facilities, Manager shall
prepare  or  cause  to  be  prepared  all payroll tax returns, sales and use tax
returns,  real  and  personal  property  tax returns, informational tax returns,
Forms  5500 and local or state gross receipts and/or business and occupation tax
returns  and  Manager  shall cause to be paid all of the taxes reflected on such
returns  as  being  due, which taxes shall be paid from the cash receipts of the
Facilities  or  the  working  capital  provided by Owner under the terms of this
Agreement.  All  other  tax  returns,  including Owner's local, state or federal
income  tax  returns  and  state corporate franchise tax returns and third party
payor cost reports, shall be prepared by Owner or its designee and the taxes and
     other  payments  due  thereunder shall be the sole responsibility of Owner.

     (iv)     Nothing  herein  shall preclude Manager from delegating to a third
party a portion of the accounting duties provided for in this section; provided,
that  such  delegation shall not relieve Manager from ultimate liability for the
timely  and  complete  performance of the obligations provided for herein or for
the  expense  thereof,  to  the  extent such expense is to be borne hereunder by
Manager.  Owner acknowledges and agrees that in the event Manager retains one or
more  third  parties  to review the real and/or personal property tax returns or
utility  bills  of  the  Facilities or other third party charges in an effort to
effect  cost  savings  for  the  Facilities, the fees and expenses of such third
parties  shall  be  paid from the cash receipts of the Facilities or the working
capital  provided  by  Owner  under  the  terms  of  this  Agreement.

          (v)     In  order  to enable Manager to provide the accounting support
services  described in this Section, prior to the Commencement Date, Owner shall
provide  to  Manager  the  information  and  shall  take  the transition actions
described  in  Exhibit B hereto (the "Accounting Transition Services"), it being
understood  and  agreed  that  Manager  will  not  be  able to fully perform its
obligations  under  this  Section I(f) unless and until Owner has fully complied
with  its  obligations  with  respect  to  the  Accounting  Transition Services.

     (g)     Reports:  Manager shall prepare and provide to Owner any reasonable
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operational  information  with  respect to the Facilities which may from time to
time  be  specifically  requested  by Owner, including any information needed to
assist  Owner  in  completing  the tax returns for which it is responsible under
Section  I(f),in  complying  with  any reporting obligations imposed on Owner or
Owner's  parent  under  its  leases  and loan agreements or as a publicly traded
company,  in  refinancing  any  of  the  debt  secured  by the Facilities and in
complying with the reporting obligations described in Exhibit C. In addition, by
no  later  than  thirty  (30) days after the end of each calendar month, Manager
shall provide Owner with an unaudited balance sheet of the Facilities, dated the
last  day  of  such month, and an unaudited statement of income and expenses for
such  month  and  for  the  fiscal year to date relating to the operation of the
Facilities  showing  the  variance  between  the  actual  and budgeted operating
results  of  the  Facilities  for  said month and in the form attached hereto as
Exhibit  D and with a census report for the month indicating the number of units
occupied  and the number of units vacant.   Upon request Manager shall cooperate
with  Owner or Owner's certified public accountant in the event Owner elects, or
is required, to have audited annual financial statements prepared. The financial
statements  prepared  by  Manager shall be prepared in accordance with (i) GAAP,
consistently  applied,  (ii)  this  Agreement,  and  (iii)  the  procedures  and
practices  provided  for  in  this  Agreement.

     (h)     Bank  Accounts:
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          (i)     With  respect  to  each  of  the  Facilities,  Manager  shall
establish and maintain a checking account for each of the Facilities in the name
set  forth  opposite  the  name of each of the Facilities in Exhibit E  (each of
which accounts shall hereinafter be referred to as the "Depository Account") and
shall  deposit  therein  all money received during the term of this Agreement in
the  course  of  the  operation  of  the applicable Facility including any money
received  upon the collection of accounts receivable which are outstanding as of
the  Commencement  Date  for  goods  sold or services rendered at the Facilities
prior  to the Commencement Date and shall pay therefrom the expenses incurred in
the  operation  of the applicable Facility during the Term of, and in accordance
with  the  terms  of,  this  Agreement.

          (ii)     During  the  Term  hereof,  withdrawals and payments from the
Depository  Account  for  each Facility shall be made only on checks signed by a
person  or  persons  designated  by  Manager but Manager shall have no ownership
interest  in  or  other rights to the Depository Account other than the right to
make  withdrawals  therefrom and to make deposits thereto; and provided, further
that  Owner  shall  be  given  notice  as  to  the  identity  of said authorized
signatories.

          (iii)     Withdrawals  from  the  Depository Account for each Facility
shall  be made first to pay to Owner the management fee due with respect to such
Facility  as set forth in Exhibit F (the "Regent Management Fees"), which Regent
Management  Fees  shall  be  deposited  in  an  account  established by Owner in
Seattle, Washington (the "Regent Account") and thereafter to pay the expenses of
operating such Facility, including payroll and related state and federal payroll
tax  obligations  (the  "Daily  Operating  Expenses")  and rent and debt service
payments  to the lenders and landlords set forth in Exhibit G and in the amounts
set  forth  in Exhibit G as the same may be amended from time to time to reflect
changes  in  such  rent  and  debt service payments  or in the amounts otherwise
specified  by  Owner  to  Manager  in  writing  from time to time (the "Property
Expenses").  Exhibit  G shall also reflect when the rent or debt service payment
is  due  under  the  terms  of  the  applicable  lease or loan documents and any
available  grace  period. The Daily Operating Expenses and the Property Expenses
shall  be paid by Manager in such order of priority as Manager deems appropriate
from  time  to  time to the operation of such Facility,  provided however, Daily
Operating  Expenses  and  the  Property  Expenses shall be paid by no later than
their  due date or, if applicable, before the expiration of any applicable grace
period  in  which payment may be made prior to the occurrence of a default under
the  terms  of  the  applicable  lease,  loan  agreement, contract, agreement or
purchasing  arrangement,  unless  resulting from the failure of Owner to provide
the  Working  Capital  Funds (as defined in Section I(h)(v) below) or Management
Fee  Funds  (as  defined in Section I(h)(v) below) as and when due in accordance
with  Section  I(h)(v)  below.  Manager  shall  make  any  rent and debt service
payments  which  are  made  by  it  by  wire  transfer in accordance with wiring
instructions  provided  by  Owner  to  Manager.
          (iv)     Any  excess  funds  in the Depository Account for a Facility,
after  establishing  the  working  capital reserves required by Section VIII(c),
shall  be  distributed  by  Manager  to  Owner.

          (v)     In  the  event  (A)  at  any  time  Manager  determines in the
exercise  of  its  reasonable  judgment that there are insufficient funds in the
Depository Account or in the Other Authorized Accounts (as hereinafter defined),
in  the  case of a Designated Facility (as hereinafter defined), to maintain the
minimum  bank  balance  required  by Section VIII(c) and pay all Daily Operating
Expenses  and Property Expenses due and payable in the following thirty (30) day
period  (the  "Working Capital Funds") or (B) in the event there are at any time
insufficient  funds  available  in  the  Regent  Account  to  pay Manager's Base
Management  Fee  (as defined below) and, if applicable, Incentive Management Fee
(as  defined  below)  (the  "Management Fee Funds"), no less than three (3) days
prior  to  the  date  on  which Manager determines that Working Capital Funds or
Management  Fee Funds, as applicable, are required,  Manager shall provide Owner
with a verbal demand therefor followed by a written confirmation of such demand,
which  written confirmation shall specify in reasonable detail the amount needed
and  the  reason therefor and, Owner shall, within five (5) business days of its
receipt of  such written demand by Manager, deposit in the applicable Depository
Account or the Regent Account, as applicable, the amount so demanded by Manager.
For  purposes  hereof,  the Other Authorized Accounts shall be defined as  those
accounts  designated  in  writing  by  Owner  to  Manager  from which Manager is
authorized  to  draw funds in order to meet the working capital needs of certain
other  Facilities  designated  in  writing  by Owner to Manager (the "Designated
Facilities"  or  individually a "Designated Facility"), provided the designation
shall  not  be effective unless the same is accompanied by either (i) an opinion
of  Owner's  outside legal counsel confirming that it has reviewed all necessary
legal  documents  and determined that Owner is authorized to lend money from the
Other Authorized Accounts for the benefit of the Designated Facilities or (ii) a
certificate,  in  form  and substance reasonably acceptable to Manager signed by
Owner's Representative to the effect that Owner is authorized to lend money from
the  Other  Authorized  Accounts  for  the benefit of the Designated Facilities,
along  with  appropriate supporting documentation with respect to the statements
contained  in  such  certificate,  which  documentation  shall  be  in  form and
substance  acceptable  to  Manager in the exercise of its reasonable discretion.
Owner  acknowledges and agrees that in no event will Manager have any obligation
to pay any Daily Operating Expenses or the Regent Management Fee other than from
funds  available in the applicable Depository Account, including funds deposited
therein  by  Manager after withdrawing funds from the Other Authorized Accounts,
if  applicable,  or to provide its own funds to satisfy or support in any manner
the  working  capital  needs of the Facilities or to pay its own Base Management
Fee  or,  if  applicable,  Incentive  Management  Fee, and that (i) such working
capital  is  to  be  provided solely from the cash receipt of the Facilities, if
applicable,  withdrawals  from  the  Other  Authorized  Accounts and the working
capital provided by Owner pursuant to this Section I(h) and (ii) such management
fees are to be paid from the funds deposited by Manager in payment of the Regent
Management Fees and by Owner pursuant to this Section I(h)(v), if applicable, in
the  Regent  Account.

          (vi)     Owner  acknowledges  and  agrees  that  in  the course of its
operation  of the Facilities Manager may incur common expenses benefiting all of
the  facilities  owned and/or operated by Manager, including the Facilities (the
"Common  Expenses").  Such  Common  Expenses  shall  be  included  in the  Daily
Operating  Expenses  of  the  Facilities  and  may  be paid from the cash in the
applicable  Depository  Account(s)  if (i) the same relate to the direct cost of
corporate,  regional or divisional meetings or training sessions held by Manager
and  in  which  the administrative personnel of the Facilities have participated
("Meeting  and Training Common Expenses"), (ii) the same are included within the
approved  annual  capital  or  operating budgets ("Budgeted Common Expenses") or
(iii)  the  same are not Meeting and Training Common Expenses or Budgeted Common
Expenses (the "Other Common Expenses") but are approved by Owner, which approval
shall  not  be  unreasonably  withheld, after Manager has provided  Owner with a
specification  setting  forth  in  reasonable  detail  the nature of  such Other
Common  Expenses.

(i)     Personnel:  All  of  the  personnel  of  the  Facilities,  including the
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community  directors,  business  managers  and  the  Wellness  Directors,  if
applicable,  shall  be  the  employees  of  Owner  and  the  salaries,  bonuses,
commissions,  state  and federal payroll and social security tax obligations and
benefits  paid  to or on behalf of such employees shall be deemed to be included
in  the  Daily  Operating Expenses of the Facilities and thus shall be paid from
the  Facilities  Depository  Account,  subject  to  the  limitation set forth in
Section II with respect to the payment of Insurance Costs (as defined in Section
     II).  Notwithstanding  the foregoing, Manager shall recruit, employ, train,
promote,  direct,  discipline,  suspend  and  discharge  the  personnel  of  the
Facilities;  establish  salary levels, personnel policies and employee benefits;
and  establish  employee performance standards, all as needed during the term of
this  Agreement  to ensure the efficient operation of all departments within and
services  offered  by  the  Facilities.

     (j)     Supplies  and  Equipment:  Manager  shall  purchase  supplies  and
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non-capital  equipment  needed  to  operate  the Facilities.  In purchasing said
supplies and equipment, if possible without Manager incurring personal liability
for the cost of such supplies and equipment, Manager shall take advantage of any
national  or  group  purchasing  agreements  to  which  Manager  may be a party.

     (k)     Legal  Proceedings:  Manager  shall, with the assistance and at the
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direction  of Owner and its legal counsel, take any and all appropriate steps to
protect  and/or assist in litigating to a final decision in an appropriate court
or  forum  any  such  third  party claim of violation, order, rule or regulation
affecting  the  Facilities  and  its  operation or any claim, loss, violation or
cause  of  action  relating to the Facilities.  All of the costs incurred in any
litigation  of  third  party  claims  respecting  the  Facilities, including the
reasonable  legal  fees  and  expenses of legal counsel retained to defend Owner
and/or  Owner  and  Manager  jointly  and/or  any  landlord  or lender, shall be
included  in the Daily Operating Expenses and shall be reimbursed from the funds
in  the  Depository  Account  of the applicable Facility established pursuant to
Section  1(h) if previously paid by Owner or shall be paid from the funds in the
Depository  Account  of the applicable Facility if not previously paid by Owner.
Nothing  herein  shall  be construed as precluding Owner from seeking to recover
from  Manager the fees and expenses described in this Section I(k) to the extent
Manager  is  otherwise  liable  therefore  under  the default or indemnification
provisions  of  this  Agreement.

(l)     Budgets:
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(i)     The  Facilities  shall be operated on a fiscal year of January 1 through
December  31,  other  than the Villa Serra facility which shall be operated on a
fiscal  year  of  July  1  through  June  30

          (ii)     Owner  and Manager shall agree prior to the Commencement Date
(as  hereinafter  defined) on an initial operating budget and capital budget for
the  period  from  the  Commencement  Date  through  December  31,  2002.

          (iii)     Prior  to  the start of each subsequent fiscal year, Manager
shall  prepare  and  submit to Owner for its review and approval, which approval
shall  not  be  unreasonably  withheld,  an  annual  operating budget, an annual
capital  expenditure  budget, an annual operating plan, an annual marketing plan
and  an  annual  cash  flow  projection  for each of the Facilities.  The annual
operating  budget  and  capital  expenditure  budget shall be prepared using the
format set forth in Exhibit H. In the event a budget for a Facility has not been
agreed  upon  by  the  beginning  of  the  fiscal year for any reason whatsoever
including Owner's or Manager's unreasonable refusal to approve the same, Manager
sole  remedy  shall  be  that the operating results of the prior fiscal year for
such  Facility  plus  5% shall serve as the budget for the following fiscal year
for  such  Facility  unless  and  until  the new budget is agreed upon, it being
understood  and  agreed that the refusal by Owner or Manager to approve a budget
shall  not  be  deemed  to  be  an  Event  of  Default  hereunder.

     (m)     Collection  of  Accounts:  Manager  shall issue bills for goods and
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services furnished by the Facilities during the term of this Agreement and shall
attempt  to  collect  the  balances  reflected on such bills, including, but not
limited  to,  enforcing the rights of Owner and the Facilities as creditor under
any  contract  or  in  connection  with the rendering of any services; provided,
however,  that  any expenses incurred by Manager in so doing with respect to any
Facility  shall be included in the Daily Operating Expenses of such Facility and
shall  be  payable  out  of  funds  deposited  in the Depository Account of such
Facility described in Section I(h).  In addition, upon request by Owner, Manager
shall  issue  bills  and collect accounts and monies owed for goods and services
furnished  by  the  Facilities prior to the Commencement Date. Regardless of any
standard  of  performance  set  forth  in this Agreement, Owner acknowledges and
agrees  that there can be no assurances that Manager will be able to collect any
or  all  of  the  Facilities'  accounts  receivable.

     (n)     Contracts.  Manager  shall  negotiate  and  enter  into any and all
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contracts  necessary  from  time  to  time  in  connection  with  the day to day
operation  of the Facilities including, but not limited to, contracts for water,
electricity,  natural  gas,  telephone,  sewer,  cleaning,  trash  removal, pest
control  and  extermination,  cable,  elevator  and boiler maintenance, pharmacy
services,  therapy  services  and  other  appropriate  ancillary  services  and
contracts  for  the provision of various services which are designed to identify
potential  cost  savings  to the Facilities, such as utility and tax bill review
services; provided that such contracts can be terminated on no more than 90 days
notice.  Any  contract which cannot be terminated on no more than 90 days notice
shall  require the approval of Owner before the same may be executed by Manager,
which approval shall not be unreasonably withheld.  Manager shall have the right
to  contract  with  entities  which  are owned by or under common ownership with
Manager  provided the terms of any such contracts are no less favorable than the
terms  then  offered by unrelated third parties for the same or similar goods or
services.  All  contracts  shall  be  entered  into  in the name of Owner or the
Facilities.

     (o)     Manager's  and  Owner's  Representative:  Manager  hereby  appoints
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Frank  Ruffo  (the "Manager's Representative") as the person employed by Manager
with  whom  Owner  shall  interact  and  upon  whose  decisions  Owner  shall be
authorized  to  rely,  and  Owner  hereby  appoints  Walt  Bowen  (the  "Owner's
Representative")  as  the  person  employed  by  Owner  with  whom Manager shall
interact  and  upon  whose  decisions  Manager shall be authorized to rely, with
respect  to  the  performance by Manager of its duties hereunder.  Manager shall
have  the  right  from time to time during the term of this Agreement to replace
the  Manager's  Representative  upon  written  notice  to  Owner designating the
replacement Manager's Representative and Owner shall have the right from time to
time  during  the  term  of this Agreement to replace the Owner's Representative
upon  written  notice  to  Manager  designating  the  replacement  Owner's
Representative.  Nothing  herein  shall  be  construed  as imposing any personal
liability on the Manager's Representative or Owner's Representative with respect
to  the  acts  or  omissions  of  Manager  or  Owner,  respectively,  under this
Agreement.

     II.     Insurance:   Owner shall, at its sole cost and expense, arrange for
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and  maintain  all  necessary  and  proper  property  insurance  covering  the
Facilities,  the  furniture,  fixtures,  and equipment situated thereon, and all
necessary  and  proper  professional  and commercial general liability insurance
for  Owner's  and  Manager's  protection.  Manager  shall,  at its sole cost and
expense,  maintain  commercial  general  liability insurance for its operations.
All  such  liability  insurance policies shall include coverage for liability to
each  party's  respective  employees involved in the operation of the Facilities
and  arising  from  any  improper  employment  practices  (except in the case of
Manager  where Owner acknowledges no such coverage shall be provided by Manager)
and  employee crime and theft coverage. All such policies of liability insurance
shall  name  the other party as, as well as any landlord or lender identified by
Owner  to  Manager  in  writing as additional insureds thereunder (except in the
case  of Manager's directors and officers insurance and employee crime insurance
as  to  which  Owner  acknowledges  Manager  has  advised  it no such additional
insureds  shall  be  named).  In addition, each party shall provide all employee
health  and  worker's  compensation  insurance  required  for  their  respective
employees.   Each  party  shall  be  responsible  for  all  deductibles due with
respect  to  any  insurance maintained by it and for any uninsured losses of any
nature  whether  arising  from  an failure by the party to maintain insurance or
from  the  loss  not  being  covered  under the terms of any policy of insurance
maintained  by  the  party.  All premiums, claims and deductibles related to the
Owner's  insurance  covered by this Section II (the "Insurance Costs") shall, at
Owner's  request,  be  paid by Manager from the applicable Facility's Depository
Account  provided  (i)  Owner  has  provided  Manager in writing with reasonable
details  concerning  the amount to be paid and the purpose of such payment, (ii)
there  are  sufficient  funds,  whether  in  the  form  of  cash receipts of the
Facilities  or  working  capital  funds  deposited  by  Owner, in the Depository
Account to enable Manager to pay the same from the Depository Account, (iii) all
other  Daily Operating Expenses and the Regent Management Fee which are then due
and payable have been paid from the Depository Account as of the time when Owner
requests  payment of the premiums, deductibles and/or claims from the Depository
Account,  (iv)  Manager's  Base  Management  Fee  and,  if applicable, Incentive
Management  Fee  which  are  then due and payable have been paid from the Regent
Account  as of the time when Owner requests payment of the premiums, deductibles
and/or  claims  from  the  Depository  Account and (v) Owner in not otherwise in
default  of  its  obligations  under  this  Agreement.

     III.     Proprietary  Interest  and  Noncompetition:
              ------------------------------------------

a.     The  systems,  methods,  procedures  and controls employed by Manager and
Owner  and  any  written  materials,  computer software or policies developed by
Manager and Owner to document the same are to remain the property of Manager and
     Owner  respectively  and  are  not, at any time during or after the term of
this  Agreement,  to  be  utilized, distributed, copied or otherwise employed or
acquired,  except  as  authorized  by  the  respective  owner thereof, provided,
however,  that  upon request of Owner, Manager shall negotiate in good faith the
terms  and  conditions  upon which Owner may be permitted by Manager to use such
systems,  methods,  procedures,  controls,  materials,  software  or  brochures
containing  Manager's  name  or logo for a limited transitional period following
the  termination  of  this  Agreement,  which  terms  and  conditions  shall  be
satisfactory  to  both  Manager  and  Owner  in  their  respective  discretion.

b.     With  respect to each of the Facilities, from the Commencement Date until
the  earlier  to  occur of (i) the termination of this Agreement by Manager as a
result  of the occurrence of an Owner Event of Default or (ii) the date on which
Owner, voluntarily or involuntarily, losses possession of such Facility or (iii)
     three  years  after the expiration of the term of this Agreement as to such
Facility  for  any  reason whatsoever other than the reasons set forth in clause
(ii),  Manager shall not solicit, discuss, negotiate or enter into any agreement
or  arrangement by which the Manager would obtain any substantial control of the
ownership  or  management  of  such  Facility  from  any  third  party having an
interest  in  such  Facility  superior  to  the Owner's. The restrictions in the
preceding  sentence  shall  be  applicable, without limitation, to any purchase,
lease,  license, franchise, partnership, joint venture or other means, direct or
indirect  by which Manager or any entity or person controlling, controlled by or
under  common  control  with Manager obtains substantial ownership or control of
one  or  more  of  the  Facilities;  provided,  however, nothing herein shall be
construed  to  prohibit  the  acquisition by an entity under common control with
Manager  of  the  Facility in Folsom, California and of one of the Facilities in
Scottsdale,  Arizona.

     IV.     Term  of  Agreement  and  Termination  Payments:
             -----------------------------------------------

     (a)  The  Term  of  this  Agreement  shall commence on January 1, 2002 (the
"Commencement  Date")  provided  as  of that date, in the case of the Facilities
located  in  California,  Manager  has  been added to the license to operate the
Facilities  (the  "Licensure  Condition").  In the event the Licensure Condition
has  not  been  satisfied  as  of  the Commencement Date as to any or all of the
Facilities  located  in  California,  then  as to the Facilities with respect to
which  the  Licensure  Condition has not been satisfied, Manager and Owner shall
enter  into an Accounting Services and Consulting Agreement in the form approved
by  Manager  and  Owner and Manager shall provide the services reflected therein
until  the  Licensure  Condition  is  satisfied as to such Facilities; provided,
however,  if,  as  to  any  or  all  of the California Facilities, the Licensure
Condition  has not been satisfied by June 30, 2002, then this Agreement shall be
null  and  void  and  of  no further force and effect with respect to any of the
California  Facilities  for which the Licensure Condition has not been satisfied
and  neither  Owner  nor  Manager  shall  have any further rights hereunder with
respect  to  such  California  Facilities  but such termination shall not affect
Owner's  rights  or  Manager's  obligations  under  the  Accounting Services and
Consulting  Agreement executed with respect to such California Facilities on the
Commencement  Date.

          (b)     The  Term  of this Agreement shall terminate upon the first to
occur  of  the  following:

(i)     the  occurrence  of  an  Event  of Default hereunder and the exercise by
Manager  or  Owner, as applicable, of its right to terminate this Agreement as a
result  thereof;  or

(ii)     on  written  notice  from  Owner  to  Manager delivered within the last
ninety  days  of  the third year of the term of this Agreement (the "Termination
Period") terminating this Agreement as of the end of the third (3rd) year of the
     term  of  this  Agreement (the "Termination Notice"); provided, however, if
the  Termination Notice is not delivered by Owner within the Termination Period,
then  this  Agreement  shall  automatically renew for successive one year terms,
subject  to Owner's right to terminate the same on no less than ninety (90) days
written  notice  to  Manager;  or

(iii)     on  no  less than ninety (90) days written notice from either Owner or
Manager  as  to  all,  but  not  less  than  all,  of  the  Facilities;  or

(iv)     with  respect to one or more Facilities, by Owner or Manager on no less
than ninety (90) days prior written notice  in the event that at any time during
     the  term  of  this  Agreement  Owner  will  no  longer own or control such
Facilities  whether resulting from a sale or other reasons, whether voluntary or
involuntary;  or

(v)     with  respect to one of more of the Facilities, by Owner in the event it
is  unable on or before February 28, 2002 to secure any consents of its lenders,
landlords  or  joint venture partners which may be required for it to enter into
this  Agreement with Manager (the "Third Party Consents"); provided, however, in
the event of the termination of this Agreement by Owner pursuant to this Section
     IV(b)(v),  effective  with  the  termination  of  this  Agreement as to the
affected  Facility,  Owner  and  Manager shall enter into an Accounting Services
Agreement  with  respect  to  such  Facility  unless  prohibited by such lender,
landlord  or  joint  venture partner; and provided, further, that Owner shall be
solely  responsible for any and all costs of securing such Third Party Consents,
including  any  consent  fees or other consideration required by such landlords,
lenders  or  joint  venture  partners  as a condition to granting their consent.

     For  the  purposes  of  Sections  IV,  V,  and  VI  of  this Agreement, any
termination due to an Owner Event of Default or a Manager Event of Default or by
Owner  pursuant  to  Section IV(b)(v) shall be a partial termination as if there
were  a  separate Agreement for each Facility if the Event of Default or failure
to  secure  the  necessary  Third  Party Consent relates to less than all of the
Facilities.  In  such  event, Owner's or Manager's required termination payments
shall only be with respect to the Facilities covered by the partial termination.

          (c)   In  the  event of the termination of this Agreement prior to the
end of the third year of this Agreement, the following payments shall be due and
owing  from  Manager  or  Owner,  as  applicable:

(i)     In  the  event of the termination of this Agreement by Owner as a result
of  the  occurrence of a Manager Event of Default, Manager shall pay to Owner an
amount  equal  to  one  month's  base  management  fee  concurrently  with  the
termination  of  this  Agreement.

     (ii)     In the event of the termination of this Agreement during the first
year  either  by  Manager  as  a  result  of the occurrence of an Owner Event of
Default  of  the Term or by Owner pursuant to Section IV(b)(iii) other than with
respect  to  the  Bowen  Facilities (as hereinafter defined), Owner shall pay to
Manager  an  amount equal to the sum of (A) the difference between the aggregate
Base  Management  Fee  due  during  the  first  year  of  the  Term and the Base
Management  Fee actually paid to Manager to the date of such termination and (B)
the  difference  between the Annualized Incentive Management Fee (as hereinafter
defined)  and  the  Incentive  Management  Fee  actually  paid  to  the  date of
termination.  For purposes hereof, the Annualized Incentive Management Fee shall
mean the Incentive Management Fee paid to the date of termination divided by the
number  of  months for which the payment has been made and multiplied by twelve.
For  purposes  hereof, the Bowen Facilities shall mean the Facilities located in
Eugene,  Oregon,  Santa  Cruz,  California, Scottsdale, Arizona (Desert Flower),
Portland,  Oregon  and  Redmond,  Washington.

(iii)     In  the  event  of the termination of this Agreement at any time after
the first year of the Term either by Manager as a result of the occurrence of an
Owner  Event  of Default or by Owner pursuant to Section IV(b)(iii), Owner shall
pay to Manager an amount equal to the sum of (A) then applicable Base Management
Fee  multiplied by three and (B) the Annualized Incentive Management Fee for the
year in which the termination occurs, divided by twelve and multiplied by three.

(iv)     In  the  event of the termination of this Agreement by Manager pursuant
to  Section  IV(b)(iii)  no  payment  shall  be  due  from Manager to Owner upon
termination  and  in  the  event  of  the termination of this Agreement by Owner
pursuant  to Section IV(b)(v) no payment shall be due from Owner to Manager upon
termination.

(v)     Examples of the calculation of the termination fees due pursuant to this
     Section  IV(c)  are  set  forth  in  Exhibit  I.

     (d)     In  the  event  of  the  termination  of this Agreement by Owner or
Manager  in  accordance  with the terms hereof, (A) no such termination shall be
effective  until  all  amounts  due  and  owing  from  one party to the other in
accordance  with  the  terms  of  this Agreement, including the monetary damages
specifically  provided for in Sections VI(a) and (b), but specifically excluding
any  other  damages  alleged to have been suffered by a party as a result of the
termination  of this Agreement after the occurrence of an Event of Default, have
been paid in full and (B) Manager shall cooperate with Owner or its designee, at
no  cost  to  Manager  and  without  the  assumption of any further liability by
Manager  other than the liability imposed on Manager under this Agreement, in an
orderly  transition  of  operational responsibility for the affected Facility or
Facilities  to Owner or its designee subject to the limitation set forth in this
Section  IV  with  respect  to  Owner's  obligation  to  remove Manager from any
affected  Facility's license before such termination and transfer are effective.

     (e)     Notwithstanding  the  foregoing, in the event that Manager is named
on the license to operate the affected Facility or Facilities at the time of the
termination  of  this  Agreement with respect thereto, then this Agreement shall
remain  in  effect as to such Facility or Facilities until such time as Owner is
able  to  provide  Manager  with evidence that Manager has been removed from the
license(s).

     V.     Default:  Either party may terminate this Agreement, as specified in
            -------
this  Section  V,  in  the  event of a default ("Event of Default") by the other
party.

          (a)     With  respect  to  Manager,  it shall be an "Event of Default"
hereunder:

               (i)     If  Manager  shall  fail  to keep, observe or perform any
material  agreement, term or provision of this Agreement, and such default shall
continue  for  a  period  of  forty five (45) days (subject to the force majeure
provisions  below)  after  notice  thereof  shall  have been given to Manager by
Owner, which notice shall specify in detail the event or events constituting the
default;

               (ii)     If  Manager  shall  (A)  apply  for  or  consent  to the
appointment  of  a  receiver,  trustee  or  liquidator  of  Manager  of all or a
substantial  part of its assets, (B) file a voluntary petition in bankruptcy, or
admit  in  writing its inability to pay its debts as they become due, (C) make a
general  assignment  for  the benefit of creditors, or (D) file a petition or an
answer  seeking reorganization or arrangement with creditors or taking advantage
of  any  insolvency law, or if an order judgment or decree shall be entered by a
court  of competent jurisdiction, on the application of a creditor, adjudicating
Manager,  a bankrupt or insolvent or approving a petition seeking reorganization
of  Manager,  or appointing a receiver, trustee or liquidator of Manager, of all
or  a  substantial  part  of  its  assets;

     (iii)     If,  at  anytime  after the Protected Period, (A) proceedings are
commenced  which  threaten  to  revoke,  rescind,  terminate  or  not  renew the
licensure  or certification of the Facilities and Manager is unable to develop a
plan  of  correction  with respect thereto which is acceptable to the applicable
state  or federal authorities within the applicable cure period provided by such
authorities  or  (B)  a  ban on admissions lasting more than ninety (90) days is
imposed  against  the  Facilities;  or

               (iv)     If  at  the  end  of any year, the actual "Net Operating
Income/Loss Before Property" less "Property Insurance" and "Liability Insurance"
for  any  Facility  as  reflected  on the financial statements of the Facilities
prepared by Manager is more than ten percent (10%) less than the amount for "Net
Operating  Income/Loss Before Property" less "Property Insurance" and "Liability
Insurance"  as  reflected  in  the  annual  approved  operating  budget for such
Facility  the  same  shall  be  an Event of Default but only with respect to the
affected  Facility  .

          (b)     With  respect  to  Owner,  it  shall  be  an  Event of Default
hereunder:

               (i)     If  Owner  shall  fail  to  make  or cause to be made any
payment to Manager required to be made hereunder (other than its working capital
obligation  which  is addressed in clause (iii)) and such failure shall continue
for  a  period  of thirty (30) days after notice, which notice shall specify the
payment  or  payments  which  Owner  has  failed  to  make;

               (ii)     If  Owner  shall  fail  to  keep, observe or perform any
material  agreement,  term or provision of this Agreement and such default shall
continue for a period of forty five (45) days after notice (subject to the force
majeure  provisions  below),  which  notice shall specify in detail the event or
events  constituting  the  default  thereof  by  Manager  to  Owner;

               (iii)     If  Owner  shall  fail  to  provide  necessary  working
capital  upon  demand  by  Manager  with  respect  to  the  payment of the Daily
Operating  Expenses  or  the  Base  Management  Fee or, if applicable, Incentive
Management Fee due to Manager within the time provided in Section I(h), and such
failure  continues  uncured for five (5) business days after Manager gives Owner
notice  of  such  failure;

               (iv)     If  Owner  shall  fail  to  make  payments,  or keep any
covenants,  owing  to any third party which are beyond the control of Manager to
make  or  keep  (which  for purposes hereof shall include any covenants by which
Owner may be bound as of the Commencement Date (the "Pre-Existing Covenants") or
to  which  Owner  may  agree to be bound after the Commencement Date without the
prior  approval  of Manager (the "Unapproved Covenants")), and which would cause
Owner  to lose possession of the Facilities or any personal property required to
operate  the  Facilities  in the normal course; provided that Manager shall give
Owner  prompt notice of any such payment and failure to pay of which Manager has
knowledge;

               (v)     If Owner shall be dissolved or shall apply for or consent
to  the appointment of a receiver, trustee or liquidator of Owner or of all or a
substantial  part  of  its  assets,  file a voluntary petition in bankruptcy, or
admit  in  writing  its  inability  to  pay its debts as they become due, make a
general  assignment  for  the benefit of creditors, file a petition or an answer
seeking  reorganization of arrangement with creditors or taking advantage of any
insolvency  law,  or if an order, judgment or decree shall be entered by a court
of  competent jurisdiction, on the application of a creditor, adjudicating Owner
a  bankrupt or insolvent or approving a petition seeking reorganization of Owner
or appointing a receiver, trustee or liquidator of Owner of all or a substantial
part  of  its  assets;  or

               (vi)      If  Owner or any of its principal officers is convicted
or  a  crime  that  materially  affects  the  operation  or  regulation  of  the
Facilities.

     VI.     Remedies  and  Obligations  Upon  Default:
             -----------------------------------------

          (a)     If  any Event of Default by Owner shall occur, Manager may, in
addition to any other remedy available to it in law or equity on account of such
Event  of  Default,  forthwith terminate this Agreement, and neither party shall
have  any  further  obligations  whatsoever  under  this  Agreement  except  for
Manager's right to receive damages from Owner in the amount specified in Section
IV  and except any settlement and payment obligations and other obligations that
by  their  nature  survive  termination  of  this  Agreement.

          (b)     If  any Event of Default by Manager shall occur, Owner may, in
addition to any other remedy available to it in law or equity on account of such
Event  of Default, forthwith terminate this Agreement and the exclusive right to
possession  of  the  Facilities  granted to Manager hereunder, and neither party
shall  have  any  further obligation whatsoever under this Agreement; except for
Owner's right to receive payment of liquidated damages from Manager in an amount
specified  in  Section  IV.

     VII.     Owner's  Inspection:  During  the term hereof, Owner may enter and
              -------------------
inspect  the  Facilities at any time provided Owner coordinates such inspections
with the on site administrative personnel at the Facilities in order to minimize
any  disruption  of  Manager's  day  to  day operations of the Facilities and to
ensure  that  such  inspections  do not violate resident rights to privacy under
state  or  federal  resident  rights  laws.  During  such inspections, Owner may
inspect  and/or  audit  all books and records pertaining to the operation of the
Facilities.  In  addition,  Owner  shall have the right to conduct telephonic or
personal  interviews  with  the Community Directors and/or with any of Manager's
regional  personnel  involved in the operation of the Facilities with respect to
any  matters  related  to  the  operation  thereof  subject  to the same duty to
minimize  the disruption to Manager's operations resulting from such interviews.
In  no  event will Owner have the right as part of such inspections or otherwise
to  provide  directions  to the employees of the Facilities, it being understood
and  agreed that all such directions shall come from Manager for so long as this
Agreement  is  in  effect  and  in  the  event of any disputes between Owner and
Manager  with  respect  to  the  management  of the Facilities the same shall be
resolved  directly  between  Owner  and  Manager.

     VIII.     Operations  of  the  Facilities:
               -------------------------------

          (a)     Standard  of Performance:  In performing its obligations under
                  ------------------------
this  Agreement, Manager shall manage the Facilities as licensed assisted living
facilities  in  accordance  with the terms of this Agreement, including, but not
limited  to,  the  limitations  set  forth  herein  on  operating  and  capital
expenditures,  and  the  policies  adopted  by,  and resources available to, the
Facilities;  provided,  however,  that regardless of the standard of performance
imposed  by  this  Section VIII(a), Manager shall have no liability in the event
the  operation  of the Facilities fail to comply with the Pre-Existing Covenants
or  the  Unapproved  Covenants.

          (b)     Force  Majeure:  Neither  party  will  be  deemed  to  be  in
                  --------------
violation of this Management Agreement if it is prevented from performing any of
its  obligations hereunder for any reason beyond its control, including, without
limitation,  strikes,  shortages,  acts  of  terrorism,  war,  acts of God, (but
excluding  lack  of  the  party's  own  financial  resources),  or  any statute,
regulation  or  rule of federal, state or local government or agency thereof or,
in  the  case  of  Manager,  unreasonable  interference  by Owner with Manager's
performance  of  its  duties  hereunder  or  in  the case of Owner, unreasonable
interference  by  Manager  with  Owner's  performance  of  its duties hereunder.

          (c)          Minimum  Bank Balances: During the Term hereof, Owner and
                       ----------------------
Manager  shall  attempt  to  agree  on  the necessary minimum cash balance to be
maintained in the Depository Account for each Facility but if they are unable to
so  agree  such minimum cash balance shall upon demand of Manager be required to
be equal to the amount reflected in Exhibit K opposite the name of such Facility
and Owner shall upon demand in accordance with Section I(h) provide Manager with
any  working  capital  which  may  be  needed to enable Manager to maintain such
minimum  cash balances.  In addition, during the Term hereof, Owner shall at all
times  maintain  a  minimum  balance  in  the  Regent  Account  of  $80,000.

     IX.     Management  Fee:
             ---------------

     (a)     In  consideration for the provision of the services contemplated in
this  Agreement,  Manager shall receive a management fee of $8,000 per month per
Facility  for  each  of  the  Facilities  other  than the West Covina and Merced
Facilities  as  to  which  the  fee shall be $2,000 per month per Facility until
Owner  is  licensed  to  operate  the  West  Covina Facility, which is currently
anticipated  to  be  on  or  about March 1, 2002, at which time the fee shall be
increased  to  $8,000  per month for the West Covina Facility and until Owner is
licensed to operate the Merced Facility, which is currently anticipated to be on
or  about  March 1, 2002, at which time the fee shall be increased to $8,000 per
month  for the Merced Facility (the "Base Management Fee") payable in advance on
the  first  day  of  each month during the term of this Agreement except for the
month  of January 2002, one third of which shall be paid on the earlier to occur
of  the  first  day  of  February,  March  and  April of 2002 or the date of the
termination  of  this Agreement. The Base Management Fee payable with respect to
all  of the Facilities shall be increased by 5% on the second anniversary of the
Commencement  Date.

(b)     In  addition, to the Base Management Fee, with respect to certain of the
Facilities identified in Section IX(c)(i) below (the "Incentive Fee Facilities")
     Manager  shall  be  entitled  to  receive an additional fee (the "Incentive
Management  Fee)  equal  to the Applicable Percentage of the Excess Cash Flow of
the  Incentive  Fee  Facilities.  The  Incentive Management Fee shall be due and
payable  quarterly  in  arrears.

(c)     For  purposes of calculating the Incentive Management Fee, the following
definitions  shall  apply:

(i)     Applicable  Percentage  shall  mean  ten (10%) for the Eugene, OR, Santa
Cruz, CA, Scottsdale, AZ, Portland, OR, Boise, ID (West Wind), Boise, ID (Willow
     Park),  Modesto,  CA,  West  Covina  and  Merced  Facilities.  Applicable
Percentage  shall  mean two and one half (2.5%) percent for the Redmond, CA, San
Antonio,  TX  and  Clovis,  CA  Facilities.

(ii)     Applicable  Period  shall  mean  a  three  month  period with the first
Applicable  Period  being  the three month period commencing on the Commencement
Date  and  ending  on  the  last  day  of  the  third  month  thereafter.

     (iii)     Quarterly  Cash  Flow  shall  mean  the  Cash Flow of each of the
Incentive  Fee  Facilities  for  the  Applicable  Period.

     (iii)     Base  Cash Flow shall mean the Cash Flow of each of the Incentive
Fee  Facilities  during  December,  2001  multiplied  by  three.

     (iv)     Deficit  Cash  Flow  shall  mean the amount by which the Quarterly
Cash  Flow  is  less  than  the  Base  Cash  Flow.

     (v)     Deficit Payment shall mean an amount equal to the Deficit Cash Flow
multiplied  by  the  Applicable  Percentage.

     (vi)     Excess Cash Flow shall mean the amount by which the Quarterly Cash
Flow  exceeds  the  Base  Cash  Flow.

     (vi)     Cash Flow (A) prior to the Commencement Date shall mean the amount
reflected on the Owner's financial statements under the caption "Net Income From
Rental  Operations"  after  adding  back  the  amount  reflected  on the Owner's
financial  statements  under  the  caption "Insurance" and any non-recurring one
time  charges  and/or  credits reflected in the Owner's December, 2001 financial
statements  and  (B) after the Commencement Date shall mean the amount reflected
on  Manager's  financial statements under the caption "Net Operating Income/Loss
Before  Property"  after  adding  back  the  amount  reflected  on the Manager's
financial  statements  under  the  captions  "Property Insurance" and "Liability
Insurance."

     (d)     Within  thirty  (30)  days after the end Applicable Period, Manager
shall  submit to Owner a calculation of the Incentive Management Fee due for the
Applicable  Period  with  respect  to  each of the Incentive Fee Facilities (the
"Incentive  Management  Fee  Calculation").  If  the  Incentive  Management  Fee
Calculation shows with respect to any of the Incentive Fee Facilities that there
was Excess Cash Flow during the Applicable Period, then the Incentive Management
Fee  due  with respect to such Incentive Fee Facilities shall be paid by Manager
to  itself  from  the  funds  in  the Regent Account or from the funds deposited
therein by Owner pursuant to Section I(h) if the funds in the Regent Account are
not  sufficient  to enable the Incentive Management Fee to be paid when due.  If
the  Incentive  Management  Fee Calculation shows that there was not Excess Cash
Flow  during  the  Applicable  Period  with  respect to any of the Incentive Fee
Facilities,  then  no Incentive Management Fee shall be due and payable by Owner
to  Manager for Applicable Period with respect to such Incentive Fee Facilities.
If  the  Incentive Management Fee Calculation shows Deficit Cash Flow during the
Applicable  Period  with  respect to any of the Incentive Fee Facilities, then a
Deficit  Payment shall be due from Manager to Owner with respect to the affected
Incentive Fee Facility or Facilities but in no event shall the aggregate Deficit
Payments from Manager to Owner with respect to any Incentive Fee Facility in any
calendar year of the Term exceed the aggregate Incentive Management Fee payments
paid  to  Manager  during  such  year  for  such  Incentive  Fee  Facility

     (e)     If  the  services of Manager commence or terminate (for any reason,
including  those  set  forth  in Paragraph V) other than on the first day of the
month,  the  revenues  upon  which  the  fee  is calculated shall be prorated in
proportion  to  the  number  of  days  for which services are actually rendered.

     (f)     The  Base  Management Fee and the Incentive Management Fee provided
for  herein shall be disbursed by Manager to itself out of the Regent Account in
accordance  with  the  provisions  of  I(H).

(g)     Any  amounts  due  from Owner to Manager or Manager to Owner pursuant to
this  Section  IX  which are not paid when due shall bear interest at the annual
rate equal to the Prime Rate as set forth in the Money Rates Section of The Wall
     Street  Journal (as the same may change from time to time) plus 5% from the
date  due  to  the  date  paid  in  full.

     (h)     Examples  of the calculation of the Incentive Management Fee due to
Manager  and  Deficit  Payments  due  from  Manager  are set forth in Exhibit J.

     X.     Assignment:  Except  as  otherwise  provided  in  Section I(f), this
            ----------
Agreement  shall  not  be  assigned  by  either  party without the prior written
consent  of  the other party; provided, however, Manager shall have the right to
assign  this  Agreement  to an entity which is owned or controlled by Manager or
its  principal shareholder, Daniel R. Baty, without the prior written consent of
Owner.

     XI.     Notices:  All  notices  required  or  permitted  hereunder shall be
             -------
given  in  writing  by  hand  delivery, by registered or certified mail, postage
prepaid,  by  overnight  delivery  or  by  facsimile  transmission (with receipt
confirmed  with  the  recipient).  Notice  shall  be  delivered or mailed to the
parties at the following addresses or at such other places as either party shall
designate  in  writing.  All notices shall be deemed duly given when delivery is
received  or  refused  by  a party if delivered by hand, three (3) business days
after  being  deposited in the mails if sent by registered or certified mail, on
the next business day if sent by overnight delivery and on confirmed receipt, if
sent  by  facsimile  transmission.

          To  Manager:     Emeritus  Corporation
                    3131  Elliott  Avenue
                    Suite  500
                    Seattle,  WA  98121
                    Facsimile:     206-301-4500
                    Attn:          Raymond R. Brandstrom, Vice President-Finance

          To  Owner:     Regent  Assisted  Living,  Inc.
                    Bank  of  America  Building
                    121  SW  Morrison
                    Suite  100
                    Portland,  OR  97201
                    Facsimile:     503-274-4685
                    Attn:          Walt  Bowen,  President

     XII.     Relationship  of  the  Parties:  The  relationship  of the parties
              ------------------------------
shall  be that of principal and independent contractor and all acts performed by
Manager  during  the term hereof as Manager of the Facilities shall be deemed to
be performed in its capacity as an independent contractor.  Nothing contained in
this  Agreement is intended to or shall be construed to give rise to or create a
partnership  or joint venture or lease between Owner, its successors and assigns
on  the  one  hand,  and  Manager, its successors and assigns on the other hand.
Notwithstanding  the  foregoing,  Manager shall be authorized to execute certain
documents  in  the  course  of the day to day operation of the Facilities as the
agent  of  Owner,  such as credit applications for supplies, banking resolutions
for  the  Depository  Account,  utility  deposit  forms,  etc.

     XIII.     Indemnification:  Manager  shall  indemnify,  defend  and  hold
               ---------------
harmless  Owner  from any loss incurred by or damage to Owner where such loss or
damage  results  from  the  negligence  or  willful  misconduct  of  Manager  in
performing  its  obligations  under  this  Agreement  or  from  a breach of this
Agreement  by  Manager;  provided,  however, Owner specifically acknowledges and
agrees  that  nothing  in  this  Section XIII shall be construed as imposing any
liability  on  Manager  for  any  insurance deductibles for which Owner shall be
solely  responsible  under  Section II hereof. Owner shall indemnify, defend and
hold  Manager harmless from any loss incurred by or damage to Manager where such
loss  or  damage  results  from the negligence or willful misconduct of Owner in
performing  its obligations under the Agreement, from a breach of this Agreement
by  Owner, from Owner's lack of authority to enter into this Agreement or in the
event  any  lease,  loan, limited liability company operating agreement or other
document or instrument to which Owner (or, in the case of third party management
agreements,  Owner's principal) may be a party prohibits Manager from fulfilling
any  of  the obligations imposed on Manager or from exercising any of the rights
granted  to  Manager  hereunder.

     XIV.     Entire  Agreement:  This  Agreement  contains the entire agreement
              -----------------
between  the  parties  relating  to the operation of the Facilities and shall be
binding  upon  and  inure  to the benefit of their successors and assigns.  This
Agreement  may not be modified or amended except by written instrument signed by
both  of  the  parties  hereto.

     XV.     Captions:  The  captions  used  herein  are  for  convenience  of
             --------
reference  only  and shall not be construed in any manner to limit or modify any
of  the  terms  hereof.

     XVI.     Arbitration:  In  the  event  of  any  dispute  among  the parties
              -----------
regarding the Facilities or this Agreement, the parties agree to submit the same
to  resolution  before an arbitrator, in the case of disputes alleged to involve
less  than  $250,000,  and  before  a panel of three arbitrators, in the case of
disputes  alleged  to  involve $250,000 or more, selected by mutual agreement of
the  parties or, if the parties are unable to agree on an arbitrator or panel of
arbitrators  within  a  period  of  twenty  (20)  days,  selected  by a court of
competent  jurisdiction.  Such  arbitration shall be held in accordance with the
rules of the American Arbitration Association and the decision of the arbitrator
shall  be  final  and  binding  on the parties and may be enforced by a court of
competent  jurisdictionThe  party  requesting arbitration shall do so by giving
notice  to  that  effect  to the other party, specifying in reasonable detail in
said  notice  the  nature  of  the dispute; provided, however, in the event that
notwithstanding  the  terms  hereof, a party commences legal proceedings, rather
than  arbitration  proceedings,  before  a  court of competent jurisdiction, the
other  party  shall  be  deemed to have forfeited its right to have such dispute
determined  by  binding  arbitration  in accordance with this Section XVI unless
within thirty (30) days after being served with the first pleading in such legal
proceedings,  it  files a motion to dismiss such legal proceedings and serves on
the  other party notice of its intent to submit such dispute to arbitration. Any
party  who  fails  to submit to binding arbitration following a lawful demand by
the  other  party  shall  bear  all  costs  and  expenses,  including reasonable
attorneys  fees  (including  those incurred in any trial, bankruptcy proceeding,
appeal or review) incurred by the other party in obtaining a stay of any pending
judicial  proceeding  concerning  a dispute which by the terms of this Agreement
has  been  properly  submitted  to  mandatory  arbitration  and/or in compelling
arbitration  of  any  dispute.  All  disputes  under  this  Section XVI shall be
determined  in  the City of Portland, Oregon, if the arbitration is initiated by
Owner and in the City of Seattle, Washington, if the arbitration is initiated by
Manager,  by a single arbitrator.  All arbitrators shall be a licensed attorneys
having  at  least  ten  (10)  years  experience,  with  at  least five (5) years
experience with assisted living facility sale, lease or management transactions.
The award in such arbitration may be enforced on the application of either party
by  the  order of judgment of a court of competent jurisdiction.  The prevailing
party  shall  be  entitled  to  recover  the reasonable fees and expenses of its
attorneys  and  experts.  The  arbitrator(s)  shall  resolve  all  disputes  in
accordance  with  the substantive law of the state of Oregon.  The arbitrator(s)
shall  have  no  authority  or  jurisdiction  to  award any damages or any other
remedies  beyond  those  which  could have been awarded in a court of law if the
parties had litigated the claims instead of arbitrating them.  The parties shall
not  assert any claim for punitive damages .  The Federal Arbitration Act, Title
9  of  the  United  States  Code, is applicable to this transaction and shall be
controlling  in  any  judicial  proceedings  and in the arbitration itself as to
issues  of  arbitrability  and procedure.  Nothing herein shall preclude a party
from  curing  either their own or the other party's alleged default which is, or
could  be,  the  subject  of an arbitration proceeding under this Section XVI or
from  seeking  equitable  relief which the arbitrator or panel of arbitrators is
not  empowered  to  award,  such  as  an injunction, receivership, attachment or
garnishment.

     XVII.     Severability:  In  the  event  one  or  more  of  the  provisions
               ------------
contained in this Agreement is deemed to be invalid, illegal or unenforceable in
any  respect  under applicable law, the validity, legality and enforceability of
the  remaining  provisions  hereof  shall  not  in  any way be impaired thereby.

     XVIII.     Cumulative; No Waiver:  No right or remedy herein conferred upon
                ---------------------
or  reserved  to either of the parties hereto is intended to be exclusive of any
other  right  or remedy, and each and every right and remedy shall be cumulative
and  in  addition  to  any  other  right  or  remedy  given hereunder, or now or
hereafter legally existing upon the occurrence of an Event of Default hereunder.
The  failure  of  either  party  hereto  to  insist  at any time upon the strict
observance  or  performance  of  any  of  the provisions of this Agreement or to
exercise  any right or remedy as provided in this Agreement shall not impair any
such  right or remedy or be construed as a waiver or relinquishment thereof with
respect  to subsequent defaults.  Every right and remedy given by this Agreement
to  the parties hereof may be exercised from time to time and as often as may be
deemed  expedient  by  the  parties  thereto,  as  the  case  may  be.

     XIX.     Authorization  for  Agreement:  The  execution  and performance of
              -----------------------------
this  Agreement  by Owner and Manager have been duly authorized by all necessary
laws,  resolutions or corporate action, and this Agreement constitutes the valid
and  enforceable  obligations of Owner and Manager in accordance with its terms.

     XX.     Counterparts:  This  Agreement  may  be  executed  in any number of
             ------------
counterparts,  each  of  which  shall  be an original, and each such counterpart
shall  together  constitute  but  one  and  the  same  Agreement.

     XXI.     Confidentiality:  Throughout  the Term of this Agreement and for a
              ----------------
period  of  one  (1)  year  after  the expiration or earlier termination of this
Agreement,  each  of Manager and Owner agrees to maintain the confidentiality of
any proprietary information concerning the other or the Facilities to which they
may  gain  access  during the term of this Agreement and shall only disclose the
same  with  the consent of the other party or as required by an order of a court
of  competent  jurisdiction.

     XXII.  Construction:  Each  of  the parties acknowledges and agrees that it
            -------------
has  participated  in  the  drafting  and  negotiation  of  this  Agreement.
Accordingly,  in  the  event  of a dispute with respect to the interpretation or
enforcement  of the terms hereof, no provision shall be construed so as to favor
or  disfavor  either  party  hereto.

<PAGE>

          IN  WITNESS  WHEREOF, the parties have hereto caused this Agreement to
be  duly  executed,  as  of  the  day  and  year  first  above  written.

                    REGENT  ASSISTED  LIVING,  INC.

                    By:     /s/    Walt  Bowen
                         Walt  Bowen
                    Its:     _____________________________________


                    EMERITUS  CORPORATION


                    By:     /s/    Raymond  R.  Brandstrom
                         Raymond  R.  Brandstrom
                    Its:     _____________________________________



<PAGE>
                                    EXHIBIT A
                    DESCRIPTION OF THE FACILITIES, INCLUDING
                   WHETHER OWNED, LEASED OR MANAGED BY REGENT


<PAGE>
                                    EXHIBIT B
                         ACCOUNTING TRANSITION SERVICES

<PAGE>
                                    EXHIBIT C
             ADDITIONAL  SPECIFIC REPORTING OBLIGATIONS BY FACILITY


<PAGE>
                                    EXHIBIT D
                          FORM OF FINANCIAL STATEMENTS

<PAGE>
                                    EXHIBIT E
                        FACILITY BANK ACCOUNT INFORMATION

<PAGE>
                                    EXHIBIT F
                       REGENT MANAGEMENT FEES BY FACILITY

<PAGE>
                                    EXHIBIT G
                   RENT AND DEBT SERVICE PAYMENTS BY FACILITY

<PAGE>
                                    EXHIBIT H
                                 FORM OF BUDGET

<PAGE>
                                    EXHIBIT I
                      TERMINATION FEE CALCULATION EXAMPLES

<PAGE>
                                    EXHIBIT J
                  INCENTIVE MANAGEMENT FEE AND DEFICIT PAYMENT
                              CALCULATION EXAMPLES


<PAGE>
                                      EXHIBIT K
                              MINIMUM BANK BALANCES