5

                  ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
                                 (WITH CONSENT)

                        (KINGSLEY PLACE AT OAKWELL FARMS)

                          Dated as of December 31, 2003

HB-ESC  V,  L.P., a Washington limited partnership ("Assignor"), ESC IV, L.P., a
Washington  limited  partnership,  doing business in Texas as Texas-ESC IV, L.P.
("Assignee"),  EMERITUS  CORPORATION,  a  Washington  corporation  ("Emeritus"),
DANIEL  R.  BATY,  an  individual resident of the State of Washington ("Existing
Guarantor"),  and  HR  ACQUISITION  OF  SAN  ANTONIO,  LTD.,  an Alabama limited
partnership,  formerly  known  as  Capstone  Capital of San Antonio, Ltd., d/b/a
Cahaba  of  San  Antonio,  Ltd.  ("Lessor"),  agree  as  follows:


1.     PRELIMINARY  STATEMENTS.  Lessor  and  Integrated  Living  Communities of
Oakwell,  L.P,  a Delaware limited partnership ("Original Lessee") (successor by
conversion  to  Integrated  Living  Communities  of  Oakwell,  Inc.,  a Delaware
corporation)  entered into that certain Lease Agreement dated as of December 31,
1996, which was amended by that certain First Amendment to Lease Agreement dated
as  of  December  1,  1997, and which was further amended by that certain Second
Amendment  to Lease Agreement dated as of May 9, 2002 (as amended, the "Lease"),
whereby Lessor agreed to lease to Original Lessee, and Original Lessee agreed to
lease from Lessor, that certain assisted living facility located at 3360 Oakwell
Court,  San  Antonio, Texas 78218, as more particularly described and defined in
the  Lease  (the  "Leased Property").  A copy of the Lease is attached hereto as
Exhibit  "A".  The Lease was assigned to Assignor by Original Lessee pursuant to
that  certain  Assignment and Assumption of Lease Agreement (With Consent) dated
as  of  May  9,  2002.  Existing  Guarantor  executed  a Guaranty of Payment and
Performance  dated  May  9,  2002  ("Existing  Guaranty"),  in  favor of Lessor,
guaranteeing  Assignor's  obligations  under the Lease.  Assignor now desires to
assign to Assignee, and Assignee desires to accept the assignment of, any right,
title or interest Assignor has in and to the Leased Property as lessee under the
Lease,  and  Assignor and Assignee desire Lessor to, among other things, consent
to  such  assignment  and  to  make certain other agreements and statements, all
pursuant  to the terms and conditions of this Assignment and Assumption of Lease
Agreement  (this "Agreement").  Emeritus is the sole shareholder of ESC G.P. II,
INC.,  a  Washington  corporation,  which  is  the  general partner of Assignee.
Emeritus  is required to make certain representations, warranties and agreements
in this Agreement as a condition precedent to the execution of this Agreement by
Lessor.

2.     EFFECTIVENESS;  DEFINED  TERMS.  Unless  otherwise  indicated  to  the
contrary,  all  terms  and conditions of this Agreement shall be effective as of
the  date  first  written  above  (the  "Effective  Date").  Unless  defined  or
otherwise  indicated  herein,  capitalized  terms used herein without definition
shall  have  the  definitions  provided  therefor  in  the  Lease.

3.     ASSIGNMENT.  Assignor assigns and conveys unto Assignee all of Assignor's
right,  title  and  interest  in  and to the Leased Property as lessee under the
Lease,  effective  as  of the Effective Date.  Commencing on the Effective Date,
Assignee  shall be primarily liable, as principal rather than as surety, for the
payment  and  performance  of  all of Assignor's obligations as lessee under the
Lease  arising  on  or  after  the  Effective  Date.

4.     ASSUMPTION.  Assignee accepts said assignment from Assignor and expressly
assumes and agrees to keep and perform all of the terms of the Lease on the part
of  lessee under the Lease arising on or after the Effective Date.  Assignee and
Emeritus  shall  be  and become jointly and severally liable for the payment and
performance of each obligation of the lessee under the Lease arising on or after
the  Effective  Date.

5.     RELEASE OF ASSIGNOR/EXISTING GUARANTOR NOT RELEASED.  As of the Effective
Date,  Lessor  for  itself  and for its affiliates, subsidiaries, successors and
assigns, hereby releases Assignor, and its affiliates, subsidiaries, successors,
assigns,  agents  and  attorneys,  representatives  and  employees,  from  their
respective  obligations  and  liabilities of any kind or nature whatsoever under
the  Lease (including the payment of rent and other charges) arising or accruing
on or after the Effective Date, although Assignor shall not be released from any
obligations  or  liabilities  of any kind or nature arising or accruing prior to
the  Effective  Date.  Existing  Guarantor  shall  not  be  released  from  any
obligations  or  liability  under  the  Existing Guaranty and shall guaranty the
obligations  of  Assignee  under  the  Lease.

6.     ASSIGNOR'S  REPRESENTATIONS.  Assignor  represents  to Assignee, Emeritus
and  Lessor  that,  as  of  the date of this Agreement, (i) to Assignor's actual
knowledge, there is no default on the part of Lessor under the Lease; (ii) there
is  no default on the part of Assignor under the Lease or event, which, with the
giving  of  notice  or  passage  of  time  or both, would constitute an Event of
Default  under  the Lease; (iii) the Lease is valid and in full force and effect
and  has  not  been  modified,  supplemented,  or  amended,  nor  to  its actual
knowledge,  has  Lessor  assigned  its interest in the Lease; (iv) to Assignor's
actual  knowledge,  there  are no existing or impending condemnation proceedings
which  could  affect the Leased Property; (v) all Impositions (as defined in the
Lease)  are  current  and fully paid; and (vi) the amount of the current Minimum
Rent (per month) and the date through which rent has been paid for the Lease and
for  the  Related  Leases  is  set  forth  in  Exhibit  "B"  to  this Agreement.

7.     ASSIGNEE'S  AND  EMERITUS' REPRESENTATIONS.  Assignee and Emeritus hereby
(i)  acknowledge  and agree that there are no offsets or defenses to payment and
performance of the obligations of Assignor and Assignee or any other party under
the  Lease;  and (ii) waive any defense, claim or counterclaim arising out of or
in  connection  with  the obligations of Assignor or Assignee or any other party
under the Lease that exists as of the Effective Date (but not any defense, claim
or  counterclaim  that  may  arise  in  the  future).

8.     CONDITIONS  PRECEDENT  TO  LESSOR'S  CONSENT.  The  following  items  are
conditions  precedent  to  Lessor's  consent  to  the  assignment  of Assignor's
interest  under  the Lease to Assignee and must be completely satisfied prior to
the  effectiveness  of  such  assignment  (Lessor's  execution and unconditional
delivery  to  Assignor  and Assignee of this Agreement shall constitute Lessor's
agreement  that  the  Effective  Date  is  the  date first hereinabove written):

8.1     Assignor  and  its  affiliates  shall  execute and deliver the following
agreements  to Lessor, and shall complete and satisfy all of Lessor's conditions
precedent  set  forth  therein:

i.     the  Assignment  and Assumption of Lease Agreement, dated as of even date
herewith,  among  Assignor,  Assignee  and  Lessor,  with  respect  to the Lease
Agreement dated December 31, 1996, between Lessor, Integrated Living Communities
of  Henderson,  L.P.,  a  Delaware  limited  partnership  ("ILCH"), successor by
conversion  to  Integrated  Living  Communities  of  Henderson, Inc., a Delaware
corporation,  as  lessee,  for  the  assisted  living  facility  located at 1000
Richardson  Drive,  Henderson,  Texas  75654,  which was amended by that certain
First  Amendment to Lease Agreement dated as of December 1, 1997 and that Second
Amendment  to  Lease Agreement dated as of May 9, 2002, and which was previously
assigned  to  Assignor  by  that  certain  Assignment  and  Assumption  of Lease
Agreement  (With  Consent) dated as of May 9, 2002 (as amended and assigned, the
"Henderson  Lease");
ii.     the  Assignment and Assumption of Lease Agreement, dated as of even date
herewith,  among  Assignor,  Assignee  and  Lessor,  with  respect  to the Lease
Agreement dated December 31, 1996, between Lessor, Integrated Living Communities
of  San  Antonio,  L.P.,  a Delaware limited partnership ("ILCSA"), successor by
conversion  to  Integrated  Living  Communities of San Antonio, Inc., a Delaware
corporation,  as  lessee, for the assisted living facility located at 9000 Floyd
Curl  Drive,  San Antonio, Texas  78240, which was amended by that certain First
Amendment  to  Lease  Agreement  dated  as  of  December 1, 1997 and that Second
Amendment  to  Lease Agreement dated as of May 9, 2002, and which was previously
assigned  to  Assignor  by  that  certain  Assignment  and  Assumption  of Lease
Agreement  (With  Consent) dated as of May 9, 2002 (as amended and assigned, the
"Medical  Center  Lease");  and
iii.     the Assignment and Assumption of Lease Agreement, dated as of even date
herewith,  among  Assignor,  Assignee  and  Lessor,  with  respect  to the Lease
Agreement dated December 31, 1996, between Lessor, Integrated Living Communities
of  McKinney,  L.P.,  a  Delaware  limited  partnership  ("ILCM"),  successor by
conversion  to  Integrated  Living  Communities  of  McKinney,  Inc., a Delaware
corporation,  as  lessee,  for  the  assisted living facility located at 1650 S.
Stonebridge  Drive,  McKinney,  Texas  75070,  which was amended by that certain
First  Amendment to Lease Agreement dated as of December 1, 1997 and that Second
Amendment  to  Lease Agreement dated as of May 9, 2002, and which was previously
assigned  to  Assignor  by  that  certain  Assignment  and  Assumption  of Lease
Agreement  (With  Consent) dated as of May 9, 2002 (as amended and assigned, the
"McKinney  Lease"  and,  together  with  the  Lease, the Henderson Lease and the
Medical  Center  Lease,  the  "Related  Leases").

8.2     Contemporaneously  with  or  prior to the execution and delivery of this
Agreement,  the  Management  Agreement between Assignor and Assignee pursuant to
which  Assignee  manages  the  Leased Property for Assignor shall be terminated.

8.3     Emeritus shall execute and deliver a Guaranty of Payment and Performance
in  form and content satisfactory to Lessor, guaranteeing Assignee's obligations
under  the  Lease.

8.4     No  later than the date of this Agreement, Assignee shall provide Lessor
with  the  proof  of  insurance  required  by  the  Lease.

8.5     Contemporaneously  with  the  execution  and delivery of this Agreement,
Assignee  shall  execute  and  deliver  to  Lessor  a  Security Agreement, UCC-1
financing  statements,  Short  Form  Memorandum and Assignment and Assumption of
Lease  and  First  Right of Refusal (to be recorded), and Absolute Assignment of
Rents  and  Leases, each in the form previously signed by Assignor in May, 2002.
The  existing  Security  Agreement  and  Absolute Assignment of Rents and Leases
shall  be deemed terminated and of no further force or effect upon the execution
and  delivery  of  this  Agreement.


9.     LESSOR'S  CONSENT.  Subject  to  satisfaction of the foregoing conditions
precedent,  Lessor  consents to the assignment of the Lease to Assignee.  LESSOR
HAS  NOT  MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTIES  WHATSOEVER  WITH  RESPECT  TO THE TITLE OR CONDITION OF THE ASSIGNED
RIGHTS  AND  INTERESTS,  INCLUDING  ANY  PREPRESENTATION  OR  WARRANTY REGARDING
QUALITY  OF  CONSTRUCTION,  WORKMANSHIP,  MERCHANTABILITY  OR  FITNESS  FOR  ANY
PARTICULAR  PURPOSE,  AND  ASSIGNEE  ACKNOWLEDGES  THAT  ASSIGNEE  ACCEPTS  THIS
AGREEMENT  WITHOUT  RELYING  UPON  ANY  SUCH STATEMENT OR REPRESENTATION MADE BY
LESSOR,  ITS  AGENTS OR CONTRACTORS, OR BY ANY OTHER PERSON(S) AND THAT ASSIGNEE
ACCEPTS  THE  LEASED  PROPERTY  "AS  IS"  "WHERE  IS"  AND  "WITH  ALL  FAULTS".

10.     RESERVATION  OF  RIGHTS.  Subject to the provisions of Section 5, Lessor
hereby  reserves  all of its rights and remedies available to it under the Lease
or  applicable  law,  including all rights and remedies available to Lessor as a
result  of any Event of Default or other event of which Lessor is unaware, which
event, with the giving of notice or passage of tie, or both, would constitute an
Event  of  Default.  Assignor  and  Assignee  consent and agree to the foregoing
reservation  of  rights  and  remedies.

11.     LESSOR'S  ESTOPPEL.  Lessor  represents  to  Assignee  that, to Lessor's
actual  knowledge,  (i)  there  is  no default on the part of Assignor under the
Lease  or  event,  which,  with the giving of notice or passage of time or both,
would  constitute  an  Event of Default under the Lease; (ii) the Lease is valid
and  in full force and effect and has not been modified, supplement, assigned or
amended  by  Lessor;  (iii)  there  are  no  existing  or impending condemnation
proceedings  which  could  affect  the  Leased  Property;  and  (iv) Exhibit "B"
accurately  reflects  the amount of the current Minimum Rent payable monthly and
the  date  through  which  the  Minimum  Rent due under the Lease has been paid.

12.     EXECUTION  BY  EMERITUS.  Emeritus  has  joined in the execution of this
Agreement  for  the  purpose  of (i) making certain representations, warranties,
covenants  and  other agreements as set forth herein, and (ii) acknowledging and
consenting  to  the  terms  and  conditions  of  this  Agreement.

13.     SECURITY  DEPOSIT AGREEMENT.  The Security Deposit Agreement dated as of
November  19,  2002 executed and delivered by Assignor in favor of Lessor, shall
terminate  effective  January  1,  2004,  and  Lessor  shall  wire  transfer the
remaining Security Deposit thereunder to Assignor within three (3) business days
thereafter.

14.     REIMBURSEMENT  OF ATTORNEYS FEES AND EXPENSES.  Assignor shall reimburse
Lessor  for  reasonable  attorneys' fees and expenses incurred by Lessor through
the  Effective  Date  in  connection  with  the review of this Agreement and the
related  documents.

<PAGE>

15.     NOTICES.  Assignee  and  Lessor  acknowledge  that the new addresses for
notices  to Lessor and Assignee (as the successor Lessee under the Lease) are as
follows:

LESSOR:

HR  ACQUISITION  OF  SAN  ANTONIO,  LTD.,
c/o  Healthcare  Realty  Trust  Incorporated
3310  West  End  Avenue
Suite  700
Nashville,  TN  37203
Telephone:  (615)  269-8175
Facsimile:  (615)  269-8461
Attn:  Mr.  J.D.  Carter  Steele,  Senior  Vice  President-Asset  Administration

With  a  copy  to:

Healthcare  Realty  Trust  Incorporated
3310  West  End  Avenue
Suite  700
Nashville,  TN  37203
Telephone:  (615)  269-8175
Facsimile:  (615)  269-8461
Attn:  General  Counsel

ASSIGNEE:

ESC-IV,  LP
c/o  Emeritus  Corporation
3131  Elliott  Avenue,  Suite  500
Seattle,  WA  98121-1031
Telephone:  (206)  298-2909
Facsimile:  (206)  301-4500
Attn:  Raymond  E.  Brandstrom  -  VP  -  Finance

With  a  copy  to:

The  Nathanson  Group,  PLLC
1520  Fourth  Avenue,  Sixth  Floor
Seattle,  WA  98101
Telephone:  (206)  623-6239
Facsimile:  (206)  623-1738
Attn:  Randi  S.  Nathanson,  Esq.



16.     MISCELLANEOUS.  This  Agreement  shall  be  interpreted according to the
laws  of the State where the Leased Property is located.  Except as specifically
set  forth  herein,  no party shall assign its rights and obligations under this
Agreement  without  the  prior  written  approval  of  the  other parties.  This
Agreement constitutes the entire agreement and understanding of the parties with
respect  to  the subject matter hereof and supersedes all prior agreements, oral
or  written,  and  all  other  communications among the parties relating to such
subject  matter.  This  Agreement  shall  not  be  modified or amended except by
mutual  written  agreement.  The waiver by any party of a breach or violation of
any  provisions  of this Agreement shall not operate as or be construed to be, a
waiver  of  any  subsequent  breach  of the same or any other provision.  In the
event any provision of this Agreement is held to be unenforceable or invalid for
any reason, this Agreement shall remain in full force and effect and enforceable
in  accordance  with  its  terms  disregarding  such  unenforceable  or  invalid
provision.  The  captions or headings in this Agreement are made for convenience
and  general  reference  only and should not be construed to describe, define or
limit  the scope and intent of the provisions of this Agreement.  This Agreement
may  be executed in one or more counterparts, each of which shall be an original
and  taken  together  shall constitute one and the same document.  Signature and
acknowledgement  pages,  if  any,  may  be  detached  from  the counterparts and
attached  to  a  single  copy  of this document to physically form one document.
Subject  to the provisions set forth above regarding assignment by either party,
this  Agreement  shall  be binding and shall inure to the benefit of the parties
hereto,  and  their respective heirs, legatees, executors, administrators, legal
representatives,  successors  and  assigns.  The  parties  acknowledge  that all
parties  hereto,  and  their  counsel, have read and fully negotiated all of the
language  used  in  this  Agreement.  The  parties acknowledge that, because all
parties  and  their  counsel  participated  in  negotiating  and  drafting  this
Agreement, no rule of construction shall apply to this Agreement which construes
ambiguous  and  unclear  language  in favor of or against any party because such
party drafted this Agreement.  With respect to all provisions of this Agreement,
time  is  of  the  essence.  The  word  "including",  when following any general
statement,  term  or matter shall not be construed to limit such statement, term
or matter to the specific terms or matters as provided immediately following the
word  "including"  or  to  similar  items or matters, whether or not nonlimiting
language  (such  as  "without  limitation",  "but  not  limited to", or words of
similar  import)  is  used with reference to the word "including" or the similar
items  or  matters,  but  rather  shall be deemed to refer to all other items or
matters  that  could  reasonably  fall within the broadest possible scope of the
general  statement, term or matter.  References to any party in the singular, or
as  "him," "her," "it," "its," "itself," or other like references, shall also be
deemed  to  include  the  plural or the masculine or feminine references, as the
case  may  be.  References  to  any  of the parties in the plural, or as "they,"
"them,"  "their"  or  other like references, shall also be deemed to include the
singular  reference.

17.     EXECUTION  BY  TELEFACSIMILE.  Any  copy  of  this  Agreement  bearing a
signature  of a party to this Agreement and sent by facsimile to any other party
shall  be  deemed  a  manually-executed original of this Agreement, and shall be
deemed  sufficient  to  bind  such  party.


                       SIGNATURES BEGIN ON FOLLOWING PAGE

<PAGE>
IN  WITNESS  WHEREOF, Assignor, Assignee and Lessor, acting by and through their
respective  duly authorized officers, have executed and delivered this Agreement
as  of  the  Effective  Date.

ASSIGNOR

HB-ESC  V,  L.P.,

By  it  General  Partner:
HB-ESC  III,  LLC


By:  /s/  Daniel R. Baty
     Daniel  R.  Baty,  Manager

<PAGE>
ASSIGNEE

ESC  IV,  L.P.,  a  Washington  limited  partnership,
doing  business  in  Texas  as  Texas-ESC  IV,  L.P.



By  its  general  partner:
ESC  G.P.  II,  INC.,
A  Washington  corporation


By:  /s/  William M. Shorten
          William M. Shorten
Its:  Director of Real Estate Finance


<PAGE>

LESSOR:


HR  ACQUISITION  OF  SAN  ANTONIO,  LTD.
By  its  general  partner:
Healthcare  Acquisition  of  Texas,  Inc.
By:  /s/  John M. Bryant, Jr.
          John M. Bryant, Jr.
Senior  Vice  President  and  General  Counsel


 "EXISTING  GUARANTOR"


/s/  Daniel R. Baty
Daniel  R.  Baty

<PAGE>

EMERITUS  CORPORATION


By:  /s/  William M. Shorten
Name:     William M. Shorten
Title:  Director of Real Estate Finance



<PAGE>
                                    EXHIBIT A
                                    ---------
                                    (OAKWELL)

Legal  description  of  land:
Being  a 5.230 acre tract of land situated in the Gonifacio Rodrigues Survey No.
131,  Abstract  Number  621, in the City of San Antonio, Bexar County, Texas and
being  all  of Lot 1, Block 9 (NCB 17306) of Oakwell Farms Unit-7 an addition to
the  City  of San Antonio according to the plat recorded in Volume 9503, Page(s)
179-181 and amended by plat recorded in Volume 9504, Page(s) 142-143 of the Plat
Records  of Bexar County, Texas (PRBCT) and being more particularly described as
follows:

BEGINNING  at  a  5/8  inch iron rod set for the southwest corner of said Lot 1,
Block  9  and  being  the northwest corner of Lot 2, Block 9 (NCB 17306) of said
Oakwell  Farms Unit-7 and being located in the east right-of-way line of Oakwell
Court (a 60' wide right-of-way) and being in a curve to the left having a radius
of  530.00  feet, a chord bearing of North 09 08' 51" West and a chord length of
225.86  feet;

THENCE  along  the  east  right-of-way  line  of  said Oakwell Court as follows:

Continuing  along  said  curve  to  the  left in a northerly direction through a
central  angle of 24 36' 17" for an arc length of 227.60 feet to a 5/8 inch iron
rod  set  for  the  point  of  tangency;

North  21  27' 00" West a distance of 301.33 feet to a 5/8 inch iron rod set for
the  beginning  of  a curve to the right having a radius of 270.00 feet, a chord
bearing  of  North  10  36'  30"  West  and  a  chord  length  of  101.57  feet;

Continuing  along  said curve to the right through a central angle of 21 41' 01"
for an arc length of 102.18 feet to a 5/8 inch iron rod set for the beginning of
a  compound curve to the right having a radius of 20.00 feet, a chord bearing of
North  47  25'  14"  East  and  a  chord  length  of  29.45  feet;

Continuing  along said compound curve to the right through a central angle of 94
50' 27" for an arc length of 33.11 feet to a 5/8 inch iron rod set for the point
of  tangency  and  being  located  in the southerly right-of-way line of Oakwell
Farms  Parkway  (a  variable  width  right-of-way);

THENCE  along  the  southerly right-of-way line of said Oakwell Farms Parkway as
follows:

South  85  09' 33" East a distance of 249.20 feet to a 5/8 inch iron rod set for
the  beginning  of  a  curve to the left having a radius of 705.00 feet, a chord
bearing  of  South  87  26'  42"  East  and  a  chord  length  of  56.24  feet;

Along  said  curve  to the left through a central angle of 04 34' 19" for an arc
length  of  56.25  feet  to  a  5/8 inch iron rod set for the end of said curve;
South  53  50'  00" East a distance of 76.03 feet to a 5/8 inch iron rod set for
corner;

North  81  10'  00" East a distance of 20.72 feet to a 5/8 inch iron rod set for
the  northeast  corner  of  said Lot 1, Block 9 and being in a curve to the left
having a radius of 1,412.40 feet, a chord bearing of South 15 31' 04" East and a
chord  length  of  239.28  feet;

THENCE  departing  the southerly right-of-way line of said Oakwell Farms Parkway
and  following  the  easterly  line  of  said  Lot  1,  Block  9  as  follows:

Continuing  along  said  curve  to  the  left in a southerly direction through a
central  angle of 09 43' 07" for an arc length of 239.57 feet to a 5/8 inch iron
rod  set  for  the  beginning of a reverse curve to the right having a radius of
1,975.00  feet,  a  chord bearing of South 16 17' 46" East and a chord length of
281.14  feet;

Continuing  along  said reverse curve to the right through a central angle of 08
09'  47" for an arc length of 281.38 feet to a 5/8 inch iron rod set for corner;

South  05  08'  02" East a distance of 25.75 feet to a 5/8 inch iron rod set for
the  southeast  corner  of said Lot 1, Block 9 and being the northeast corner of
said  Lot  2,  Block  9;

THENCE  along  a  common line between said Lots 1 & 2, Block 9, South 85 18' 00"
West  a  distance  of  389.76  feet  to  the  Point  of  Beginning;

Containing  within  these metes and bounds 5.230 acres or 227,807 square feet of
land,  more  or  less,  all  according  to that survey prepared by Kurtz-Bedford
Associates,  Inc. dated August, 1996 and signed by Austin J. Bedford, Registered
Professional  Land  Surveyor  No.  4132;  to which reference for all purposes is
hereby  made.

<PAGE>
                                    Exhibit B
                                       To
                       Assignment and Assumption Agreement
                         Kingsley Place at Oakwell Farms



1.     Minimum  Monthly  Rent:  $66,034.88
2.     Rent  Current  Through:  December  31,  2003