CONTRACT OF ACQUISITION


                                     between



                      HEALTH CARE PROPERTY INVESTORS, INC.,
                                    as Buyer



                                       and


              INTEGRATED LIVING COMMUNITIES AT CABOT POINTE, INC.,
                                    as Seller









                         Dated as of September 30, 1996


<PAGE>



                             CONTRACT OF ACQUISITION

                  This Contract of Acquisition (this "Agreement") is dated as of
September  30, 1996 between  HEALTH CARE  PROPERTY  INVESTORS,  INC., a Maryland
corporation ("Buyer"),  and INTEGRATED LIVING COMMUNITIES AT CABOT POINTE, INC.,
a Delaware corporation ("Seller").


                                    RECITALS

                  WHEREAS, Seller desires to transfer or cause to be transferred
to Buyer, and Buyer desires to acquire,  the Property (as hereinafter  defined),
which such transfer shall be  effectuated  by Seller  executing and delivering a
deed to the Property,  or one or more portions  thereof,  and a bill of sale and
assignment with respect to the Personal Property (as hereinafter defined); and

                  WHEREAS,  simultaneously  therewith,  Buyer and Seller  desire
that Buyer enter into a lease of the Property with Seller;

                  NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE 1

                                   DEFINITIONS

                  For  all  purposes  of this  Agreement,  except  as  otherwise
expressly  provided  herein or unless the context  otherwise  requires,  (i) the
terms defined in this Article have the meanings assigned to them in this Article
and include the plural as well as the singular;  (ii) all  accounting  terms not
otherwise  defined herein have the meanings  assigned to them in accordance with
generally accepted  accounting  principles as at the time applicable;  (iii) all
references in this  Agreement to  designated  "Articles,"  "Sections"  and other
subdivisions are to the designated Articles,  Sections and other subdivisions of
this  Agreement;  (iv) the word  "including"  shall have the same meaning as the
phrase "including, without limitation," and other phrases of similar import; and
(v) the words  "herein,"  "hereof"  and  "hereunder"  and other words of similar
import  refer to this  Agreement as a whole and not to any  particular  Article,
Section or other subdivision.

                  Affiliate:  As defined in the Lease.

                  Allocated Expense Deposit:  That portion of the Master Expense
Deposit  allocated  to the  transactions  contemplated  hereby and the  Exhibits
hereto as provided in Section 2.6.

                  Best  Knowledge:  With  respect to any Person shall mean as to
any fact or other matter that (i) such Person is actually  aware of such fact or
other  matter,  or (ii) a  prudent  Person  could be  expected  to  discover  or
otherwise become aware of such fact or other matter in the



<PAGE>



course of conducting a reasonably  diligent inquiry  calculated to ascertain the
truth,  accuracy or existence of such fact or other matter.  A Person other than
an individual shall not be deemed to have knowledge or to be actually aware of a
particular  fact or other  matter  unless such fact or other  matter is actually
known or under reasonable  circumstances should have been known by an officer or
director of such Person.  In other words, in no event shall knowledge be imputed
to such Person simply because specific  knowledge may have come to the attention
of such Person's agent,  consultant or other employee,  unless and to the extent
the same is actually known or under  reasonable  circumstances  should have been
known by an officer or director of such Person.

                  Bill of Sale  and  Assignment:  A bill  of  sale  and  general
assignment  substantially in the form attached hereto as Exhibit B conveying the
Personal Property to Buyer.

                  Buyer's Legal Costs: Collectively,  the reasonable legal fees,
expenses and  disbursements  to counsel incurred by Buyer in connection with the
preparation and negotiation of this Agreement,  the other Transaction  Documents
and the  Exhibits  hereto  and  thereto,  the  review  of  diligence  materials,
documents and other information relating to the Property and the consummation of
the transactions contemplated hereunder and the Exhibits hereto. As used herein,
legal fees and expenses  shall  include both outside  legal fees and expenses as
well as legal fees of Buyer's in-house  counsel.  For purposes of the foregoing,
outside  legal fees for attorney  time shall be billed at the normal hourly rate
charged by Buyer's  counsel and legal fees for in-house  attorney time shall not
be in excess of $125.00 per hour.

                  Buyer's Transaction Costs:  Collectively,  Buyer's Legal Costs
and the other  reasonable and customary  fees and expenses of and  disbursements
incurred  or made by Buyer in  connection  with  the  transactions  contemplated
hereby and the Exhibits hereto,  including  appraisal costs,  engineering  fees,
accountants  and  other  professional  fees,  environmental  audits  and  travel
expenses.  Upon the written  request of Seller,  Buyer  shall  provide to Seller
copies of invoices and other back-up information as may be reasonably  requested
by Seller to substantiate Buyer's Transaction Costs.

                  Closing:  The transactions taking place on the Closing Date.

                  Closing Date: The date on which Buyer  receives  conveyance of
good and marketable title to the Property,  free and clear of all liens,  claims
and encumbrances (except Permitted Encumbrances),  which date is estimated to be
October 15, 1996.

                  Commencement Date:  As defined in the Lease.

                  Commitment  Letter:  The master letter of intent and agreement
dated June 11, 1996  between  Buyer and Seller's  Affiliate,  ILC, as amended by
letter  dated August 23, 1996 and letter  dated of even date  herewith,  setting
forth the terms and conditions of certain proposed  transactions,  including the
transaction  contemplated  herein,  as the same may have  been or may  hereafter
further be amended or supplemented  from time to time in writing.  To the extent
of any conflict between the Commitment Letter and this Agreement or the Exhibits
hereto or any other document or instrument  executed and delivered in connection
with the transactions


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contemplated  hereby or  thereby,  this  Agreement  or such other  documents  or
instruments  shall  control  over the  Commitment  Letter  with  respect  to the
transactions contemplated hereby and the Exhibits hereto.

                  Commitment  Letter  Amendment:  An amendment to the Commitment
Letter in the form of Exhibit E attached  hereto,  to be  executed  by Buyer and
Seller's Affiliate, ILC, on the Closing Date.

                  Condemnation:  As defined in the Lease.

                  Consumables:  All  consumable  goods and  supplies,  including
inventories  of food,  beverages,  pharmaceuticals,  medical  supplies,  linens,
clothing or similar  items  utilized in  connection  with the  operation  and/or
maintenance of the Facility.

                  Deed: The Special Warranty Deed in form reasonably  acceptable
to Buyer, conveying the Property to Buyer.

                  Excluded Property: All (i) Resident and/or Patient Agreements,
(ii)  Consumables,  (iii) trade names  relating to the  Property,  (iv)  general
corporate  trademarks,  service marks,  logos and insignia,  goodwill,  accounts
receivable,  and books or  records of Seller,  (iv) any  certificate  of need or
similar  certificate for the Property,  (v) any third-party  provider agreements
(including Medicare and Medicaid) relating to the Property, (vi) any health care
license  or other  operating  license  for the  Property,  (vii)  any  operating
agreement for the Property,  (viii) any vehicles and (ix) the property,  if any,
listed as "Excluded Property" on the Schedule 2 attached hereto.

                  Facility:  The land and related  improvements  and fixtures of
the "Cabot Pointe  Alzheimer's Care Facility"  located in the County of Manatee,
State of Florida,  comprised of the  approximately  17,000  square foot,  54-bed
Alzheimer's  assisted-living care facility and the approximately 1.69 gross acre
parcel of land, which land is more particularly  described on Exhibit A attached
hereto.

                  Flood Hazard Area: An area designated by the Federal Emergency
Management  Agency and/or  Secretary of Housing and Urban  Development as having
special flood hazards.

                  Governmental  Authority:  The  United  States,  the  state  or
commonwealth,  county,  parish,  city and  political  subdivisions  in which the
Property is located or which have  jurisdiction  over the Property or use of the
Facility  thereon  for  all  uses  contemplated  by the  Lease,  and  any  court
administrator,  agency, department, commission, board, bureau or instrumentality
or any of them which have  jurisdiction over the Property or the construction or
use of the Property for all uses contemplated by the Lease.

                  Governmental  Requirement:  Any law,  ordinance,  order, rule,
regulation, decree or similar edict of a Governmental Authority.

                  Guarantor:  ILC.



                                        3

j
<PAGE>



                  Guaranty:  The guaranty of Seller's obligations  hereunder and
Lessee's obligations under the Lease in the form of Exhibit D, to be executed by
Guarantor on the Closing Date.

                  Hazardous Substances:  As defined in the Lease.

                  ILC:   Integrated   Living   Communities,   Inc.,  a  Delaware
corporation.

                  Intangible Property: All Permits and other intangible property
or any  interest  therein now or on the Closing  Date owned or held by Seller in
connection  with the Property,  or any business or  businesses  now conducted by
Seller thereon or with the use thereof, including all rights of Seller in and to
all Plans and Specifications,  leases, contract rights, agreements, water rights
and reservations,  zoning rights,  business licenses,  warranties and guaranties
(including  those relating to construction  and/or  fabrication)  related to the
Property,  or any part thereof;  provided,  however,  that "Intangible Property"
shall not include any of the Excluded Property.

                  Lease:  The lease of the Facility in the form of Exhibit C, to
be executed by Buyer, as Lessor, and Seller, as Lessee, on the Closing Date.

                  Lease  Commitment  Fee: An amount equal to One Percent (1%) of
the  Purchase  Price  (i.e.,  $28,300.00),  which amount is due and payable from
Seller to Buyer at the Closing as provided in Section 2.7 below.

                  Leased Property:  As defined in the Lease.

                  Lessee:  As defined in the Lease.

                  Lessor:  As defined in the Lease.

                  Master Expense Deposit:  As defined in Section 2.6 below.

                  Minimum Rent:  As defined in the Lease.

                  Organizational  Documents:  Collectively,  as applicable,  the
articles or certificate of incorporation,  certificate of limited partnership or
certificate  of  limited  liability  company,  by-laws,  partnership  agreement,
operating  company  agreement,   trust  agreement,   statement  of  partnership,
fictitious business name filings and all other organizational documents relating
to the creation,  formation and/or existence of a business entity, together with
resolutions  of the board of  directors,  partner  or member  consents,  trustee
certificates,  incumbency  certificates  and all other  documents or instruments
approving or authorizing the transactions  contemplated  hereby and the Exhibits
hereto.

                  Permits: All permits,  licenses,  approvals,  entitlements and
other authorizations issued by Governmental  Authorities including  certificates
of  occupancy,  those  required  in  connection  with the  ownership,  planning,
development, construction, use, operation and/or maintenance of the Facility for
its Primary Intended Use, and all amendments, modifications,


                                        4


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supplements,  general  conditions and addenda thereto,  other than any licenses,
certificates or permits included within the definition of Excluded Property.

                  Permitted  Encumbrances:  Collectively,  (i) liens for  taxes,
assessments and governmental charges not yet past due and payable or delinquent,
(ii) the title  exceptions  and other  matters of record set forth on Schedule 1
hereto  and (iii) such  other  title  exceptions,  if any,  as Buyer  shall have
approved in writing, in its sole and absolute discretion.

                  Personal  Property:  All Intangible  Property and all tangible
personal  property of every kind and nature owned by Seller and located at, upon
or about,  or affixed or attached to, or installed in the Facility or used or to
be  used in  connection  with  or  otherwise  relating  to the  Facility  or its
ownership, planning,  development,  construction,  operation and/or maintenance,
including the following:

                  (i)  All  equipment,   machinery,   fixtures,   furniture  and
furnishings  and other  tangible  personal  property,  including all  components
thereof,  now or on the Closing Date located in, on or used in  connection  with
the Facility,  including all furnaces,  boilers, heaters,  electrical equipment,
heating, plumbing, lighting, ventilating,  refrigerating,  incineration, air and
water  pollution  control,  waste  disposal,  air cooling  and air  conditioning
systems,  apparatus,  sprinkler  systems,  fire and theft protection  equipment,
built-in  oxygen  and  vacuum  systems,  tools,  repair  parts,  appliances  and
communications  equipment,  to the  extent  any of the  foregoing  items are not
conveyed to Buyer as part of the Facility pursuant to the Deed; and

                  (ii)  Those  specific  items  of  tangible  personal  property
described on Exhibit E attached hereto.

Notwithstanding the foregoing,  "Personal Property" shall not include any of the
Excluded Property.

                  Plans and  Specifications:  All drawings  (including final and
complete  "as-builts"),   plans,  specifications,   blueprints,  maps,  studies,
structural  reviews,  surveys  (including  "as-built")  and  engineering,  soil,
seismic, geologic, architectural and other reports relating to the Property.

                  Primary Intended Use:  As defined in the Lease.

                  Property:  The  Facility or,  where  applicable,  the Facility
together with the Personal Property.

                  Purchase  Price:  Two Million  Eight Hundred  Thirty  Thousand
Dollars ($2,830,000.00).

                  Resident and/or Patient Agreements: Any and all leases, rental
and occupancy  agreements,  lease commitments,  admission and payment documents,
reservation  agreements and concessions,  all deposits made thereunder,  and any
and all patient and/or resident trust accounts, in each case with respect to the
Property.



                                        5

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       State: The State or Commonwealth in which the Property is located.

                  Title Insurer:  First American Title Insurance Company.

                  Title Policy:  As defined in Section 3.5.

                  Transaction Documents: Collectively, this Agreement, the Deed,
the Bill of Sale and  Assignment,  the Lease,  the Guaranty  and the  Commitment
Letter Amendment.

                                    ARTICLE 2

                         TERMS OF THE SALE AND LEASEBACK

                  Section  2.1  Sale.  On  the  Closing  Date,  subject  to  the
conditions of this  Agreement,  Seller agrees to convey or cause to be conveyed,
and Buyer agrees to acquire,  the Property for the Purchase Price.  The Purchase
Price shall be paid in cash on the Closing  Date by wire  transfer or such other
method as Buyer and Seller may agree upon. The Purchase Price shall be allocated
as follows:

         Land & Improvements
           (including permanent fixtures)           $2,700,000.00

         Personal Property (other than
           permanent fixtures)                         130,000.00
                                                       ----------

                           Total                    $2,830,000.00
                                                    =============

                  Section 2.2 Closing.  The Closing shall be held at the offices
of Latham & Watkins, 633 West Fifth Street, Los Angeles,  California, or at such
other  location  as Buyer and  Seller  may agree  upon or  through  an escrow or
sub-escrow  with Title  Insurer.  In the event that the Closing is to take place
through an escrow or sub-escrow,  the parties shall mutually execute and deliver
to Title Insurer, as escrow holder,  joint escrow and/or recording  instructions
consistent  with this Agreement on or prior to the Closing Date. In the event of
any conflict  between the provisions of this Agreement or any such escrow and/or
recording  instructions or any general instructions required by Title Insurer to
be executed by Buyer and Seller in connection therewith,  the provisions of this
Agreement  shall  control.  If the  Closing  does not take  place on or prior to
October 18, 1996,  Buyer may terminate  this  Agreement in its sole and absolute
discretion.

                  Section 2.3  Conveyance.  On the Closing Date,  subject to the
terms and conditions of this  Agreement,  Seller shall  deliver,  or cause to be
delivered,  the  Deed  and the  Bill of  Sale  and  Assignment  and  such  other
instruments  as shall be necessary to convey,  assign or grant to Buyer good and
marketable  title to the  Property,  free and  clear of all  liens,  claims  and
encumbrances (except for Permitted  Encumbrances).  Each party shall execute and
deliver such  instruments  and take such actions as either party may  reasonably
request in order to effectuate the purposes of this Agreement.


                                        6


<PAGE>




                           (a) The Deed shall be  sufficient  to convey good and
         indefeasible  fee simple title to the Property (other than the Personal
         Property), shall be duly executed, acknowledged and in recordable form.
         The Deed shall include (if  applicable)  the  appropriate  state and/or
         county real estate  transfer  tax  declaration  of real estate value or
         other  affidavit  as to the tax due on gross  income  derived  from the
         sale.  The Deed shall be deemed to  include  all  appurtenances  to the
         Property conveyed thereby,  including all right, title and interest, if
         any,  of the  grantor in and to any land lying in the bed of any street
         adjoining  the  Property to the center line  thereof,  and any existing
         improvements located on the Property.

                           (b)  The  Bill  of  Sale  and  Assignment   shall  be
         sufficient to convey good and marketable title to the Personal Property
         and shall be duly executed. In addition,  Seller will execute or obtain
         and deliver to Buyer on the Closing Date such other instruments  and/or
         documents  as may be  necessary  to  effectively  convey  title  to the
         Personal Property.

                           (c)  On the  Closing  Date,  Buyer,  as  Lessor,  and
         Seller,  as Lessee,  shall  enter into the Lease and shall  execute and
         deliver to Title  Insurer  for  recordation  a short-  form  memorandum
         thereof in form and substance  satisfactory to Buyer and Seller, and if
         applicable,  as may be required  by Title  Insurer to issue to Lessee a
         leasehold   policy   of   title   insurance   on  the   Closing   Date.
         Notwithstanding the foregoing,  however, in no event shall the issuance
         of such  leasehold  policy of title  insurance be deemed a condition to
         Closing of Seller  hereunder.  In addition,  Seller,  as Lessee,  shall
         execute and deliver to Buyer, as Lessor,  such Uniform  Commercial Code
         financing   statements  and/or  fixture  filings  evidencing   Lessor's
         ownership of the Personal  Property as shall be reasonably  required by
         Lessor. Such financing statements and/or fixture filings shall describe
         with particularity the Personal  Property,  shall be in form sufficient
         for  recording  or  filing,   as  applicable,   with  the   appropriate
         Governmental  Authority and shall be otherwise reasonably  satisfactory
         to Buyer, as Lessor.

                           (d) Seller  shall  deliver  for itself (i) a "FIRPTA"
         certificate  in  form  and  substance  satisfactory  to  Buyer  and  in
         conformance  with Section  1445(b)(2) of the Internal  Revenue Code, to
         the  effect  that  Seller is not a foreign  person  and (ii) such other
         affidavits or  certificates  as may be reasonably  required by Buyer to
         the  effect  that  Buyer is not  required  to  withhold  taxes from the
         payment of sale  proceeds to Seller under any other  applicable  state,
         commonwealth or local tax laws.

                  Section 2.4 Prorations. There shall be no adjustment of taxes,
assessments, water charges, utilities, receivables or rents, if any, premiums on
existing  insurance  policies,  if  any,  or any  other  items  relating  to the
Property,  it being  understood by the parties that Seller,  as Lessee under the
Lease, shall be obligated to pay the same under the terms thereof from and after
the Closing Date.



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                  Section 2.5 Costs.

                  2.5.1 Seller's Costs. Seller shall pay:

                         (a) any and all state,  municipal or other documentary,
                    transfer,  stamp,  sales,  use or similar  taxes  payable in
                    connection  with the delivery of any  instrument or document
                    provided  in  or  contemplated  by  this  Agreement  or  the
                    Exhibits  hereto,  any agreement or commitment  described or
                    referred to herein or the transactions  contemplated  herein
                    together with interest and penalties, if any, thereon;

                         (b) all  expenses of or related to the  issuance of the
                    title insurance  commitment and policy  (including the costs
                    of any  survey  required  by Buyer and the  Title  Insurer),
                    chain of title reports, and all escrow fees and charges;

                         (c) the charges for or in connection with the recording
                    and/or filing of any instrument or document  provided herein
                    or  contemplated  by  this  Agreement  or any  agreement  or
                    document described or referred to herein;

                         (d) any and all  broker's  fees or similar fees claimed
                    by any party acting by or on behalf of Seller in  connection
                    with the transactions contemplated herein;

                         (e) Seller's legal,  accounting and other  professional
                    fees  and  expenses  and  the  cost of all  instruments  and
                    documents  required to be  delivered,  or to be caused to be
                    delivered, by Seller hereunder;

                         (f) all of Buyer's Transaction Costs other than Buyer's
                    Legal Costs; and

                         (g) all of Buyer's  Legal  Costs up to  $50,000.00  and
                    Fifty  percent  (50%)  of  Buyer's  Legal  Costs  in  excess
                    thereof;

                         (h)  except as  provided  in Section  2.5.2,  all other
                    costs  and  expenses   incurred  in   connection   with  the
                    transactions contemplated hereunder and the Exhibits hereto.

                  2.5.2  Buyer's  Costs.  Buyer shall pay Fifty Percent (50%) of
the Buyer's Legal Costs in excess of $50,000.00.

                  Section  2.6  Reimbursement  of  Buyer's   Transaction  Costs.
Pursuant to the Commitment Letter,  Seller or ILC on Seller's behalf has paid to
Buyer  an  expense   reimbursement  deposit  of  Two  Hundred  Thousand  Dollars
($200,000) (the "Master Expense Deposit").  Of such Master Expense Deposit,  the
sum  of  $25,000.00  (the  "Allocated  Expense  Deposit")  is  allocated  to the
transactions contemplated hereby and the Exhibits hereto. As


                                        8

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provided  in the Master  Commitment  Letter,  if the  transactions  contemplated
hereunder  and the  Exhibits  hereto do not close for any  reason  other than by
reason of (a) a breach or default by Seller hereunder,  (b) Seller financing the
Property through another  financing source or (c) Seller selling the Property to
another buyer in a transaction  in which Seller or any Affiliate of Seller shall
continue  to operate  and/or  manage the  Facility  following  the  consummation
thereof,  then the Allocated  Expense  Deposit shall be applied  against Buyer's
Transaction  Costs and the balance shall be promptly  refunded to Seller. If the
transactions  hereunder and the Exhibits  hereto (i) do not close for any of the
reasons  described in clauses (a), (b) or (c) above or (ii) do close,  the Buyer
shall  be  entitled  to  keep  the  entire  Allocated  Expense  Deposit.  If the
transactions  hereunder and the Exhibits hereto do close and Buyer's Transaction
Costs are greater than the total amount of the Allocated Expense Deposit, Seller
shall  reimburse  Buyer for any excess costs so incurred,  except as provided in
Sections  2.5.1(g) and 2.5.2 above. To the extent  ascertainable  on the Closing
Date,  any amount due to Buyer shall be paid at the Closing.  To the extent such
amounts  are not so  ascertainable,  Seller  shall  thereafter  reimburse  Buyer
promptly following Buyer's written request therefor.

                  Section 2.7 Lease Commitment Fee. In addition to the Allocated
Expense Deposit which Buyer hereby acknowledges receipt of, on the Closing Date,
Seller shall pay to Buyer via wire transfer of immediately  available  funds (or
such other method as is acceptable to Buyer and Seller) the Lease Commitment Fee
and the same shall be deemed fully earned by Buyer and non-refundable so long as
the Closing has occurred.

                  Section  2.8  Nature  of  Buyer's  Interest.   Buyer  is  only
purchasing  the Property  and is  acquiring no interest,  other than as a lessor
pursuant to the Lease (and  including  any security  interest  granted  pursuant
thereto),  in the trade or  business  operated  or to be operated by Seller with
respect to the Property.

                                    ARTICLE 3

                 CONDITIONS TO THE OBLIGATION OF BUYER TO CLOSE

                  The   obligations  of  Buyer  hereunder  are  subject  to  the
satisfaction  or  waiver  by  Buyer  of the  following  conditions.  Should  any
condition  set forth in this Article 3 not be fulfilled or waived on the Closing
Date to the satisfaction of Buyer,  Buyer shall, at its option,  without waiving
any rights provided in this Agreement, be relieved of all obligations hereunder,
except for Buyer's  obligations with respect to the Allocated Expense Deposit as
provided in Section 2.6 above.

                  Section 3.1 Performance.  Seller shall have performed each and
all of the  covenants  and  obligations  required to be  performed by them on or
prior to the Closing.

                  Section 3.2  Representations  and Warranties.  Each and all of
the representations and warranties of Seller hereunder shall be true and correct
on and as of the  Closing  Date,  as though  given as of the Closing  Date,  and
Seller shall have delivered to Buyer officers' certificates to that effect.



                                        9

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                  Section 3.3 Default.  No event shall have  occurred that would
constitute a default by (a) Seller,  as Lessee under the Lease, or (b) Guarantor
under the Guaranty,  or which with notice or the lapse of time,  or both,  would
constitute  such a default by either  Seller under the Lease or Guarantor  under
the Guaranty.

                  Section 3.4 Recordation and Costs.  Seller shall (a) have made
arrangements for the Deed as well as the short-form  memorandum of the Lease and
the Uniform Commercial Code financing  statements and/or fixture filings,  to be
recorded  or filed for  recordation  in the manner  required  by the laws of the
State,  and (b) pay,  or  arrange  to be paid,  all costs and fees to be paid by
Buyer  pursuant to Section 2.5 and the Lease  Commitment Fee pursuant to Section
2.7, and such  arrangements  shall be reasonably  satisfactory  to Buyer and its
counsel in all respects.

                  Section 3.5 Title  Insurance.  Buyer shall have  received,  at
Seller's expense, a commitment from Title Insurer  satisfactory to Buyer and its
counsel for a policy of title insurance  showing good and indefeasible  title to
the Property in fee simple  vested in Buyer as of the  Closing,  subject only to
the  Permitted  Encumbrances.  Such policy (the "Title  Policy"),  when  issued,
shall:

                         (a) be in current ALTA extended  coverage  owner's form
                    (but without a general exception for creditors' rights);

                         (b) be issued in an amount equal to the Purchase Price;

                         (c)  include  endorsements  100 (no  violations,  etc.,
                    modified  for  an  owner),  103.7  (access),  116.1  (survey
                    accuracy),   123.2   (zoning-improved   property),   or  the
                    equivalents thereof available,  if at all, in the State, and
                    such other endorsements as Buyer may reasonably require; and

                         (d)  insure  (i) that  any  conditions,  covenants  and
                    restrictions  affecting  the Property have not been violated
                    and that a future  violation  thereof  will not  result in a
                    forfeiture or reversion of title;  (ii) if obtainable,  that
                    all streets  adjoining  the  Property  have been  completed,
                    dedicated and accepted for public maintenance and use by the
                    appropriate  governmental  authorities and that the Property
                    has  access to  public  streets;  (iii)  that  local  zoning
                    ordinances,  general plans and all other applicable land use
                    regulations  and  all  private  covenants,   conditions  and
                    restrictions,  if any,  permit the  transfer  and use of the
                    Property (and  reconstruction  and  resumption of use of the
                    Property  in the event of damage or  destruction  thereof or
                    cessation of use thereof) for all uses  contemplated  by the
                    Lease as a matter of right for an unlimited time period, and
                    specifically not merely as a legal non-conforming use or any
                    other legal  status which would by its terms or by operation
                    of law  limit  the  duration  of such  use or the  right  to
                    rebuild  and  resume  use  of  the  Property  for  all  uses
                    contemplated   by  the  Lease  in  the   event  of   damage,
                    destruction  or  cessation  of use of the  Property  for any
                    reason;  and (iv) over and against all parties in possession
                    except the current occupants thereof.


                                       10


<PAGE>

                  Section 3.6 Survey.  Buyer  shall have  received,  at Seller's
expense,  and approved either (a) a final "as-built" ALTA survey of the Property
completed  in  accordance  with the Minimum  Standard  Detail  requirements  for
ALTA/ACSM  Land Title  Surveys,  with  additional  Title A survey  requirements,
jointly  established  and  adopted  by  ALTA  and  ACSM in 1992  that  meet  the
requirements  of a Class A Survey as defined  therein,  certified  within thirty
(30) days of the Closing Date or (b) such other form of title survey which is in
form and substance  satisfactory  to Buyer in its sole  discretion.  Such survey
shall  (i) be  certified  to Buyer  and the  Title  Insurer  as  being  true and
accurate, which such certification shall include the acreage of the Property and
a statement as to whether the  Property is located in a Flood Hazard Area;  (ii)
identify  thereon  all  telephone,  water,  sewage,  electricity,  gas and other
utility facilities to the points of connection;  and (iii) show no encroachments
onto or conflicts  with any adjacent  property  other than pursuant to easements
appurtenant to the Property or such other agreements with the affected landowner
approved by Buyer and which are, in turn, insured under the Title Policy.

                  Section 3.7 Utilities and Access.  Buyer shall have  satisfied
itself that (a) all utilities  serving the Property are adequate for the Primary
Intended Use of the Facility; and (b) all means of ingress and egress,  parking,
access to public streets and drainage facilities are or will be available to the
Property and are adequate for the Primary Intended Use of the Facility.

                  Section  3.8  Site   Visits.   Buyer   shall  have   completed
satisfactory site visits of the Property.

                  Section 3.9 Environmental  Report.  Buyer shall have received,
at  Seller's  expense,  a  written  report  issued  to  Buyer  from a  qualified
geotechnical or engineering firm reasonably  acceptable to Buyer and in form and
substance reasonably satisfactory to Buyer,  concerning the presence,  handling,
treatment and disposal of Hazardous  Substances on, in or under the Property and
disclosing  (a) the results of a review of prior uses of the Property  disclosed
by local  public  records,  including  a chain of title  report  from the  Title
Insurer,  in form and  substance  satisfactory  to Buyer,  showing all  previous
owners and lessees of the Property  from 1940 to the present;  (b) contacts with
local  officials  to  determine  whether any records  exist with  respect to the
disposal of Hazardous  Substances on the Property;  (c) if  recommended  by such
engineering  or  geotechnical  firm or  required  by  Buyer,  soil  samples  and
groundwater  samples  consistent  with  good  engineering   practice;   and  (d)
reasonable  evaluations  of the  surrounding  areas for sensitive  environmental
receptors such as drinking water wells or aquifers,  hospitals and schools,  and
evidence regarding the use and/or historical use of such areas.

                  Section  3.10  Entitlements.  Buyer  shall have  received  and
approved  with  respect  to the  Property  copies of (a) the  applicable  zoning
ordinances  and map  marked  to show  the  location  of such  Property  and,  if
available, certified by an appropriate Governmental Authority to be complete and
accurate;   (b)   evidence   that  such  zoning   ordinances   and  the  general
plans/specific  plans  and all  other  land use  regulations  of the  applicable
municipal jurisdictions and all covenants,  conditions and restrictions, if any,
affecting  the Property  permit the transfer of the Property and use thereof for
its Primary Intended Use and for all other uses (if any) contemplated  under the
Lease  (and  reconstruction  and  resumption  of  use in the  event  of  damage,
destruction,  or cessation  of use) as a matter of right for an  unlimited  time
period and not merely


                                       11


<PAGE>



as a legal  non-conforming  use; (c) all licenses,  certificates,  approvals and
authorizations, including plot plan and subdivision approvals, zoning variances,
sewer,   building,   foundation,   grading  and  other  permits  and  all  other
authorizations  required  by  Governmental  Authorities  or  by  any  applicable
covenants,  conditions  and  restrictions  for  the use  and  operation  of such
Property  for  its  Primary  Intended  Use  and  for all  other  uses  (if  any)
contemplated under the Lease, in each instance in accordance with all applicable
Governmental  Requirements;  and (d)  evidence  satisfactory  to it that (i) the
Property   and/or   Lessee   holds  all   licenses,   permits,   accreditations,
authorizations and certifications required for the operation of the Property for
its Primary Intended Use and for all other uses (if any) contemplated  under the
Lease, including from the State of Florida Agency for Health Care Administration
and any other  applicable  Governmental  Authorities;  (ii) the  Property is not
subject to, or threatened  with,  any hold on  admissions or other  sanction and
there are no outstanding,  or threatened,  notices of deficiency  resulting from
any  survey of the  Property  which  have not been  fully  responded  to with an
acceptable  plan of  correction  with which the  Property  is being  operated in
compliance;  (iii) to the extent  necessary  to  operate  the  Property  for its
Primary  Intended  Use  and  to  receive   governmental   and/or  private  payor
reimbursements,  the  Property is fully and  unconditionally  accredited  by the
Joint  Commission on Accreditation  of Health Care  Organizations;  and (iv) the
Property is, to the extent  applicable,  (A) duly  certified as a provider under
the  Medicare  and  Medicaid  programs  and (B) in  compliance  in all  material
respects with all  Governmental  Requirements,  including  rules and regulations
relating  to  Medicare/Medicaid  fraud and abuse  practices,  and all  insurance
requirements.

                  Section 3.11 Physical  Inspections.  Buyer shall have received
and approved the physical  condition of the Property  including the improvements
and the HVAC,  electrical,  plumbing and other systems, and shall have received,
at  Seller's  expense,   written  reports  in  form  and  substance   reasonably
satisfactory to Buyer from one or more qualified  engineering  firms  reasonably
approved  by Buyer or any  engineer  employed  by Buyer to the  effect  that the
improvements  on each Property have been  constructed  in compliance  with,  and
currently are in compliance with, all Governmental  Requirements,  including the
Americans With  Disabilities Act, and with all restrictions of record applicable
thereto which affect the use of such  Property for its Primary  Intended Use and
for all other uses (if any) contemplated under the Lease.

                  Section 3.12  Condemnation;  Casualty.  Except as set forth on
Schedule 2, no  Condemnation  shall be pending or threatened with respect to the
Property and no casualty shall have occurred with respect to the Property or any
portion thereof.

                 Section 3.13      Financial Condition.

                  3.13.1  Buyer shall have  received  and  approved  (a) audited
financial  statements for Seller for the period ended June 30, 1996; (b) audited
financial  statements  for ILC for the  period  ended  December  31,  1995,  and
unaudited  financial  statements for such entities for the period ended June 30,
1996;  and (c) unaudited  operating  statements  for the Facility for the period
ended July 31, 1996 (if any);



                                       12


<PAGE>

                  3.13.2 Buyer shall have received  evidence  satisfactory to it
that no  material  adverse  change  in the  financial  condition,  business,  or
prospects  of (a) Seller or ILC has  occurred  from June 30,  1996  through  the
Closing  or (b) the  Facility  has  occurred  from  August 1, 1996  through  the
Closing;

                  3.13.3  Buyer shall have  received  and  approved UCC searches
against Seller showing no liens on the Property;

                  3.13.4  Buyer shall have  received and approved all pending or
threatened litigation or governmental  proceedings seeking to enjoin,  challenge
or collect material damages in connection with Seller or the Property.

                  Section  3.14  Proceedings.  Buyer  shall  have  reviewed  and
reasonably  approved all corporate,  partnership,  limited  liability company or
other proceedings necessary or required to be taken by Seller in connection with
the  transactions  contemplated  hereunder  and  the  Exhibits  hereto  and  all
documents  and  certificates  incident  thereto,  including  the  Organizational
Documents of Seller and such other  documents and  certificates  as Buyer or its
counsel shall reasonably request.

                  Section 3.15 Records. Buyer shall have reviewed, to the extent
in the possession and control of Seller,  originals (or copies thereof certified
to Buyer) of all  documents  or other  instruments  relating  to the  Intangible
Property,  all  operating  reports  and such  other  records  pertaining  to the
Property as Buyer shall reasonably request.

                  Section 3.16 Insurance. Buyer shall have received certificates
with  respect to, and copies of the policies  of, the  insurance  required to be
carried by Lessee under the Lease,  together with evidence satisfactory to Buyer
that the premiums therefor due on or prior to the Closing Date have been paid in
full.

                  Section 3.17  Letter(s) of Credit.  Buyer shall have  received
the letter or letters of credit  fulfilling  the  requirements  set forth in the
Lease.

                  Section 3.18 Transaction Documents. Seller shall have executed
and delivered to Buyer the Deed and two (2) counterpart  originals of the Lease,
Bill of Sale and Assignment and Commitment Letter  Amendment,  together with any
other  documents or instruments  required  hereunder,  and Guarantor  shall have
executed and delivered to Buyer two (2) originals of the Guaranty.

                  Section 3.19 Opinion of Counsel.  Buyer shall have received an
opinion or  opinions  of counsel  to Seller and  Guarantor,  (a) dated as of the
Closing  Date,  (b)  addressed  to Buyer  and any  participants  of  Buyer,  (c)
incorporating any necessary  opinions from local counsel to Seller and Guarantor
and (d) subject only to such qualifications and limitations as may be reasonably
approved by Buyer and Buyer's counsel, to the effect that:

                  3.19.1 Each of Seller and Guarantor is duly organized, validly
existing  and in good  standing  in its state of  organization/formation  and is
qualified to do


                                       13


<PAGE>



business and in good  standing in the State;  the execution and delivery of this
Agreement,  the  other  Transaction  Documents  and all  other  documents  to be
executed by Seller and  Guarantor,  as  applicable,  hereunder  or the  Exhibits
hereto have been duly  authorized;  and this  Agreement,  the other  Transaction
Documents and all other  documents to be executed and delivered by Seller and/or
Guarantor, as applicable, to or for the benefit of Buyer hereunder are valid and
binding instruments, enforceable against Seller and Guarantor, as applicable, in
accordance with their respective terms;

                  3.19.2 the execution and delivery of this Agreement, the other
Transaction  Documents  and all other  documents to be executed and delivered by
Seller and  Guarantor,  as  applicable,  hereunder and the  consummation  of the
transactions  contemplated hereunder and the Exhibits hereto do not and will not
constitute  an event of default  under,  or a violation  of, any  Organizational
Document  of  Seller  and/or  Guarantor,  as  applicable,  or  any  Governmental
Requirement,  contract  or  other  agreement  by  which  any  of  Seller  and/or
Guarantor,   as  applicable,   is  or  may  be  bound,   including  Governmental
Requirements applicable to the use of the Facility for its Primary Intended Use;

                  3.19.3  there are (a) no pending or, to the best  knowledge of
such counsel, threatened, proceedings with respect to or in any manner affecting
Seller or the Property or in which Seller is or will be a party by reason of the
ownership  or  leasing of the  Property;  or (b) to the best  knowledge  of such
counsel, no present plans or studies by any Governmental  Authority which in any
way  challenge,  affect or would  challenge  or affect in a material and adverse
manner such ownership or leasing;

                  3.19.4  Seller has obtained all consents,  permits,  licenses,
approvals or authorizations from Governmental Authorities or other third parties
which are necessary to permit the conveyance of the Property in accordance  with
the  provisions of this Agreement and the Exhibits  hereto,  all of which are in
full force and effect; current local zoning ordinances,  general plans and other
applicable  land use  regulations  and all  private  covenants,  conditions  and
restrictions,  if any,  affecting  the  Property,  permit  the  transfer  of the
Property  and  the  use of the  Facility  for  its  Primary  Intended  Use  (and
reconstruction  and  resumption of use in the event of damage,  destruction,  or
cessation  of use) as a matter of right for an  unlimited  time  period  and not
merely as a legal non-  continuing  use; to the best  knowledge of such counsel,
and to the extent necessary to operate the Property for its Primary Intended Use
and to receive governmental and/or private payor reimbursements, the Property is
fully and  unconditionally  accredited  by the Joint  Commission  of Health Care
Organizations;  and the Property is (i) duly  certified as a provider  under the
Medicare and Medicaid  programs and (ii) in compliance in all material  respects
with all Governmental Requirements,  including rules and regulations relating to
Medicare/Medicaid fraud and abuse practices and all insurance requirements; and



                                       14


<PAGE>



                  3.19.5  the  Property  is a legal lot or parcel  which for all
purposes  may be  mortgaged,  conveyed  and  otherwise  dealt with as a separate
lot(s) or parcel(s) and is not taxed with any other property.

                  Section  3.20 Board of  Directors  Approval.  All of the terms
contained in this Agreement and the Exhibits  hereto shall have been ratified by
the Board of Directors or the Investment  Committee of the Board of Directors of
Buyer. The Board of Directors or Investment  Committee of the Board of Directors
of Buyer may require other terms and conditions  when  considering the financial
condition of Seller, the Facility, and other relevant matters.

                  Section 3.21 ACH Transfer.  Buyer shall have received  written
authorizations  of Lessee under the Lease, in a form reasonably  satisfactory to
Buyer  authorizing  Buyer to debit Lessee's  account at an Electronic  Automated
Clearing  House  Network  ("ACH")  member  bank on the  fifth  (5th) day of each
calendar month following the Commencement Date in an amount equal to the Minimum
Rent then due under the  Lease,  and Buyer  shall have  received a voided  blank
check of Lessee which shows  Lessee's  account  number and the ACH member bank's
routing number.

                  Section  3.22 Tax  Counsel  Approval.  Buyer's tax counsel for
"REIT"  purposes  shall have reviewed and approved the terms of this  Agreement,
the other Transaction Documents and any other instrument,  document or agreement
executed in connection herewith or therewith.

                  Section 3.23 Third-Party Transferor Agreements. If applicable,
Buyer shall have received and, to the extent any provisions thereof survived the
Closing thereunder, approved any agreement to purchase between Seller and/or its
Affiliates  and any  third-party  transferor  relating to the  Property,  or any
portion thereof, or the business conducted thereon.

                  Section 3.24 Appraisal. Buyer shall have received and approved
an  appraisal of the  Property  from  Valuation  Counselors,  Inc.,  in form and
substance reasonably satisfactory to Buyer and setting forth a value of not less
than the Purchase Price.

                  Section 3.25 Market Feasibility and Other Due Diligence. Buyer
shall have  received  and  approved  such market and  feasibility  studies  with
respect to the  Property  as Buyer  shall  reasonably  desire and Buyer shall be
reasonably  satisfied with the  completion of such other due diligence  items as
are customary in a transaction of this type.

Upon the mutual execution and delivery of this Agreement by Seller and Buyer and
the payment and authorized release by Buyer of the Purchase Price to Seller, the
conditions  set  forth in  Sections  3.1  through  3.25  above  shall be  deemed
satisfied.



                                       15
<PAGE>



                                    ARTICLE 4

                 CONDITIONS TO THE OBLIGATION OF SELLER TO CLOSE

                  The  obligations  of  Seller  hereunder  are  subject  to  the
satisfaction or waiver by Seller of the following conditions:

                  Section 4.1  Performance.  Buyer shall have performed each and
all of the covenants and obligations  required to be performed by it on or prior
to the Closing;

                  Section 4.2  Representations  and Warranties.  Each and all of
the  representations and warranties of Buyer hereunder shall be true and correct
on and as of the Closing Date, as though given as of the Closing Date; and

                  Section 4.3 Transaction  Documents.  Buyer shall have executed
and delivered to Seller two (2) counterpart originals of the Lease, Bill of Sale
and  Assignment  and  Commitment  Letter  Amendment,  together  with  any  other
documents or instruments required hereunder.

                                    ARTICLE 5

                         REPRESENTATIONS AND WARRANTIES

                  Section 5.1 By Seller.  Seller  represents and warrants on the
Closing Date as follows:

                  5.1.1 Seller is duly organized,  validly  existing and, to the
extent   applicable,   in  good  standing   under  the  laws  of  its  state  of
organization/formation,   is  qualified  to  do  business  and,  to  the  extent
applicable,  in good  standing  in the  State  and  has  full  corporate  power,
authority  and legal right to execute and deliver and to perform and observe the
provisions  of this  Agreement,  the other  Transaction  Documents and all other
instruments  provided for herein and the Exhibits hereto to which it is a party,
and otherwise carry out the transactions contemplated hereunder and thereunder;

                  5.1.2 this Agreement and the other  Transaction  Documents and
all  other  documents  to  be  executed  by  Seller  hereunder  have  been  duly
authorized, executed and delivered by Seller, and constitute and will constitute
the valid and binding obligations of Seller enforceable against it in accordance
with their respective terms;

                  5.1.3 Seller is solvent,  and to the Best Knowledge of Seller,
Seller (i) has timely and accurately  filed all tax returns required to be filed
by it, and (ii) is not in default in the payment of any taxes levied or assessed
against it or any of its assets, or subject to any judgment, order, decree, rule
or regulation of any Governmental  Authority which would, in each case or in the
aggregate, adversely


                                       16


<PAGE>



affect  the  financial  condition  or  operations  of Seller  or the  condition,
ownership or use for the Primary Intended Use of the Property, or the ability of
the Seller to carry out the  transactions  contemplated  hereunder  or under the
Exhibits hereto;

                  5.1.4 no  consent,  approval  or other  authorization  of,  or
registration, declaration or filing with, any Governmental Authority is required
for  the  due  execution  and  delivery  of  this  Agreement,  any of the  other
Transaction Documents or any other documents to be executed by Seller hereunder,
or for the  performance  by or the validity or  enforceability  thereof  against
Seller, other than the recording or filing for recordation of the Deed;

                  5.1.5  Except as set forth on Schedule 2 hereto,  there are no
actions,  proceedings or investigations,  including Condemnation  proceedings or
tax audits,  pending (as to which Seller has been served with notice), or to the
Best  Knowledge of Seller,  pending (as to which Seller has not been served with
notice) or threatened  against or affecting  Seller or the Property,  seeking to
enjoin,  challenge  or  collect  damages  in  connection  with the  transactions
contemplated  hereunder or under any of the other Transaction Documents or which
could  reasonably be expected to materially  and adversely  affect the financial
condition or  operations  of Seller or the  condition,  ownership or use for the
Primary  Intended  Use of the Property or the ability of Seller to carry out the
transactions   contemplated  hereunder  or  thereunder,  or  which  in  any  way
challenge,  affect or would challenge or affect the ownership of the Property or
lease of the Facility pursuant to this Agreement or the Lease;

                  5.1.6 the execution and delivery of this Agreement,  the other
Transaction  Documents  and  all  other  documents  to  be  executed  by  Seller
hereunder,   compliance   with  the  provisions   hereof  and  thereof  and  the
consummation of the transactions  contemplated hereunder and thereunder will not
result in (a) a breach or violation of (i) to the Best Knowledge of Seller,  any
Governmental  Requirement  applicable  to Seller or the  Property now in effect;
(ii) the Organizational Documents of Seller; (iii) any judgment, order or decree
of any  Governmental  Authority  binding upon Seller;  or (iv) any  agreement or
instrument  to  which  Seller  is a  party  or by  which  it is  bound;  (b) the
acceleration  of any  obligation  of  Seller;  or (c) to the Best  Knowledge  of
Seller,  the creation of any lien,  encumbrance or other matter  affecting title
(other than the Lease and the Permitted Encumbrances) to the Property;

                  5.1.7 to the Best  Knowledge of Seller,  current  local zoning
ordinances,  general plans and other  applicable  land use  regulations  and all
private covenants,  conditions and restrictions, if any, affecting the Property,
permit the  transfer of the Property and the use of the Facility for its Primary
Intended Use (and  reconstruction  and resumption of use in the event of damage,
destruction,  or cessation  of use) as a matter of right for an  unlimited  time
period and not merely as a legal non-conforming use;



                                       17


<PAGE>



                  5.1.8  Seller has  obtained all  consents,  permits,  licenses
approvals or authorizations from Governmental Authorities or other third parties
which are necessary to permit the conveyance of the Property in accordance  with
the  provisions of this  Agreement and the use of the Property by Lessee for its
Primary Intended Use, all of which are in full force and effect, and to the Best
Knowledge of Seller,  the Property is in compliance  with all applicable  zoning
ordinances and the Permitted Exceptions;

                  5.1.9 to the Best  Knowledge  of Seller,  the  Facility  is in
compliance in all material  respects with all Governmental  Requirements and all
insurance requirements;

                  5.1.10  except as set forth on  Schedule  2, no  casualty  has
occurred with respect to the Property or any portion thereof;

                  5.1.11  to the Best  Knowledge  of  Seller,  (a)  there are no
underground tanks or Hazardous  Substances currently located on the Property and
no such tanks have ever been located on the Property and no Hazardous Substances
have ever been present, used, stored,  treated,  released from or disposed of or
on the Property; (b) no enforcement,  cleanup,  removal or other governmental or
regulatory actions have, at any time, been instituted or threatened with respect
to the  Property;  (c)  there  is no  current  or  prior  violation  or state of
noncompliance  with any environmental law relating to Hazardous  Substances with
respect to the Property; (d) no claims have been made or threatened by any third
party with  respect to the  Property  relating  to  damage,  contribution,  cost
recovery,  compensation,  loss  or  injury  resulting  from  or  related  to any
Hazardous  Substance;  and (e) there are no current and there have been no prior
businesses engaged in the storage, treatment or disposal of Hazardous Substances
on any property adjacent to the Property;

                  5.1.12 to the Best  Knowledge  of Seller,  the Property is not
located  within an area of special  risk with  respect  to  natural or  man-made
disasters or hazards, including any Flood Hazard Area;

                  5.1.13 to the Best  Knowledge of Seller,  there are no adverse
geological or soil conditions affecting the Property;

                  5.1.14  to the  Best  Knowledge  of  Seller,  (a)  all  public
utilities,  including telephone,  gas, electric power,  sanitary and storm sewer
and water,  are available for connection at the boundaries of the Property;  (b)
such  utilities are adequate for the Primary  Intended Use of the Facility;  and
(c) the means of ingress  and  egress,  parking,  access to public  streets  and
drainage facilities are adequate for the Primary Intended Use of the Facility;



                                       18


<PAGE>



                  5.1.15 to the Best  Knowledge  of Seller,  the  Property  is a
legal lot(s) or parcel(s) which for all purposes may be mortgaged,  conveyed and
otherwise  dealt with as a separate  legal lot(s) or parcel(s)  and is not taxed
with any other property;

                  5.1.16  no  exception  to  title  to  and no  interest  in the
Property  known to Seller will  materially  interfere with the use of the Leased
Property for its Primary Intended Use in accordance with the Lease;

                  5.1.17  Seller  has  delivered  to  Buyer  copies  of (a)  the
unaudited  financial  statements  for Seller for the period ended June 30, 1996,
(b) the  audited  financial  statements  for  each of ILC for the  period  ended
December 31, 1995 and the unaudited  financial  statements for such entities for
the period ended June 30, 1996 and (c) the operating statements for the Facility
for the  period  ended  July 31,  1996,  and  such  financial  and/or  operating
statements are true,  correct and complete in all material  respects,  have been
prepared  from and in accordance  with the books and records of Seller,  ILC and
the Facility,  as  applicable,  and fairly  present the  financial  position and
results of operations  of Seller,  ILC and the  Facility,  respectively,  at the
date(s) and for the period(s) indicated;

                  5.1.18 since June 30, 1996, there has been no material adverse
change in the  financial  condition  of Seller or ILC and since  August 1, 1996,
there has been no material  adverse  change in the  financial  condition  of the
Facility from that disclosed in the operating statements;

                  5.1.19  Seller  has  delivered  to Buyer  copies of all of the
Organizational  Documents of Seller and ILC. Such  Organizational  Documents are
true, correct and complete in all material respects;

                  5.1.20 to the Best Knowledge of Seller, neither this Agreement
nor any certificate, statement or other document furnished or to be furnished to
Buyer by Seller in connection with the transactions  contemplated  hereunder and
under the Exhibits  hereto  contains or will  contain any untrue  statement of a
material fact or omits or will omit to state a material fact  necessary in order
to make the statements contained herein or therein not misleading;

                  5.1.21  Buyer  is not  required  to  withhold  taxes  from the
payment  of sale  proceeds  to Seller  under the  Internal  Revenue  Code or any
applicable state, commonwealth or local tax laws;

                  5.1.22 Seller is not a foreign  person for purposes of Section
1445 of the Internal Revenue Code;

                  5.1.23 [Reserved];



                                       19


<PAGE>



                  5.1.24  Neither  Seller nor any  Affiliate of Seller or ILC is
retaining any contiguous or adjacent property to the Property; and

                  5.1.25 to the Best Knowledge of Seller,  the real property tax
accessors' parcel number for the Facility is 60544.001512.

                  Section 5.2 By Buyer.  Buyer  represents  and  warrants on the
Closing Date as follows:

                  5.2.1 Buyer is duly  organized,  validly  existing and, to the
extent  applicable,  in  good  standing  under  the  laws  of the  state  of its
organization/formation;  is, or will be on the Closing Date,  duly qualified and
authorized  to do business in the State,  to the extent  such  qualification  is
required to perform its obligations hereunder or under any Transaction Document;
and has full corporate  power,  authority and legal right to execute and deliver
and to perform and observe the provisions of this  Agreement,  the Lease and all
other  instruments  provided  for herein to which it is a party,  and  otherwise
carry out the transactions contemplated hereunder and the Exhibits hereto;

                  5.2.2 this  Agreement and all other  documents to be delivered
by Buyer  pursuant to this  Agreement  have been duly  authorized,  executed and
delivered by Buyer and constitute,  and will  constitute,  the valid and binding
obligations  of  Buyer,  enforceable  against  Buyer in  accordance  with  their
respective terms;

                  5.2.3 no  consent,  approval  or other  authorization  of,  or
registration, declaration or filing with, any Governmental Authority is required
for  the  due  execution  and  delivery  of  this  Agreement,  any of the  other
Transaction  Documents or any other documents to be executed by Buyer hereunder,
or for the  performance  by or the validity or  enforceability  thereof  against
Buyer, other than the recording or filing for recordation of the Deed; and

                  5.2.4 the  execution  and delivery of this  Agreement  and any
other Transaction Documents by Buyer and the execution and delivery of all other
documents  to be executed by Buyer  hereunder,  compliance  with the  provisions
hereof  and  thereof  and  the  consummation  of the  transactions  contemplated
hereunder and thereunder  will not result in (a) to the Best Knowledge of Buyer,
a breach or violation of (i) any  Governmental  Requirement  applicable to Buyer
now in effect;  (ii) the Organizational  Documents of Buyer; (iii) any judgment,
order or decree of any  Governmental  Authority  binding upon Buyer; or (iv) any
agreement or instrument  to which Buyer is a party or by which it is bound;  (b)
the  acceleration  of any  obligation of Buyer;  or (c) to the Best Knowledge of
Buyer,  the creation of any lien,  encumbrance or other matter  affecting  title
(other than the Lease and the Permitted Encumbrances) to the Property.



                                       20

<PAGE>



                                    ARTICLE 6

                   COVENANTS OF THE PARTIES AND OTHER MATTERS

                  Section 6.1  Covenants of Seller.  For the period from June 1,
1996 through and including the Closing Date,  Seller shall (and, as  applicable,
Seller represents and warrants that it has):

               (a)  not  dispose(d)  of  or   encumber(ed)  or  permit(ted)  the
          disposition  or  encumbrance  of the  Property or any portion  thereof
          except as would be  permitted  (if at all) under the Lease if the same
          were in effect;

               (b) not enter(ed)  into or assume(d) or permit(ted) to be entered
          into or assumed any contract, agreement, obligation, lease, license or
          commitment  related to the Property  except in the ordinary  course of
          business  or as  contemplated  herein  or  in  the  other  Transaction
          Documents;

               (c) not do (done) any act or  omit(ted to do) any act which would
          cause a breach of any contract,  commitment or obligation  which would
          have a materially  adverse  effect on the ownership of the Property or
          the use thereof for the Primary Intended Use; and

               (d)  not  make  (made)  or  permit(ted)  to be made  any  Capital
          Additions  (as  defined  in the  Lease) to the  Property  without  the
          written  approval of Buyer,  other than  renovations  to the  Facility
          which have been disclosed to Buyer and which are to be completed prior
          to the Closing Date.

                  Section 6.2 Indemnification.

               (a) In addition  to, and  without  limiting  any  indemnification
          obligation   of   Seller,   as  Lessee,   under  the   Lease,   Seller
          unconditionally  and irrevocably  indemnifies,  protects and agrees to
          defend  and hold  harmless  Buyer  and  Buyer's  officers,  directors,
          employees,  agents and contractors  from and against any and all loss,
          cost or  expense,  including  reasonable  attorneys'  fees and  costs,
          arising  from (i) the breach or  violation  of any  representation  or
          warranty of Seller contained  herein; or (ii) the failure of Seller to
          satisfy or perform any covenant or other provision contained herein on
          its  part  to be  satisfied  or  performed.  Payment  shall  not  be a
          condition  precedent to recovery  under the foregoing  indemnification
          provision.

               (b) Buyer hereby  unconditionally  and  irrevocably  indemnifies,
          protects  and agrees to defend and hold  harmless  Seller and Seller's
          members, officers,  directors,  employees, agents and contractors from
          and against any and all loss,  cost or expense,  including  reasonable
          attorneys' fees and costs, arising from (i) the breach or violation of
          any  representation or warranty of Buyer contained herein; or (ii) the
          failure of Buyer to satisfy or perform any covenant or other provision
          contained herein on its part to be


                                       21


<PAGE>



          satisfied or performed.  Payment shall not be a condition precedent to
          recovery under the foregoing indemnification provision.

               (c)  Notwithstanding  anything to the contrary in this Agreement,
          if any specific  knowledge  actually  comes to the attention of either
          Seller or Buyer prior to the Closing,  whether through the other party
          hereto or due to such  party's  own  investigations,  which  knowledge
          would negate or make untrue any express representations and warranties
          of the other party  hereunder,  then such specific  knowledge shall be
          deemed to limit such representations and warranties so as to reduce or
          eliminate any liability  which such other party may otherwise have had
          as a result  of the  specific  breach  thereof.  For  purposes  of the
          foregoing,  no  information,  matter  or item  shall be deemed to have
          "come to the  attention" of a party hereto,  unless such  information,
          matter or item is  actually  known or under  reasonable  circumstances
          should have been known by an officer or  director  of such  party.  In
          other words,  in no event shall knowledge be imputed to a party simply
          because  specific  knowledge  may have  "come to the  attention"  of a
          party's agent, consultant or other employee,  unless and to the extent
          the same is actually known or under  reasonable  circumstances  should
          have been known by an officer or director of such party.

                                    ARTICLE 7

                                  MISCELLANEOUS

                  Section   7.1   Survival;   Breach  of   Representations   and
Warranties.  The covenants,  representations  and warranties  made by Seller and
Buyer hereunder or in any certificates or other instruments  delivered  pursuant
to this Agreement shall survive the execution and delivery of this Agreement and
recordation  of the Deed provided  that (a) with respect to the  representations
and warranties of Seller pursuant to Sections  5.1.1,  5.1.2 and 5.1.3 and Buyer
pursuant to Sections 5.2.1 and 5.2.2, for the applicable statute of limitations,
(b) with respect to the  representations  and  warranties of Seller set forth in
Section 5.1.11,  for a period of forty-eight  (48) months  following the date of
Closing, and (c) with respect to any other representation,  warranty or covenant
of either Seller or Buyer hereunder or in any certificates or other  instruments
delivered pursuant to this Agreement (other than the Transaction Documents), for
a period of  twenty-four  (24) months from the date of  Closing.  The  foregoing
limitation on the survival of the  representations,  warranties and covenants of
Seller  hereunder  shall  in no  way be  deemed  to  affect  or  limit  Seller's
obligations  as  Lessee  under  the Lease or the  obligations  of Seller  and/or
Guarantor under the other Transaction Documents.  Neither Seller nor Buyer shall
be in breach or default of any  covenant,  representation  or  warranty  of such
party hereunder unless such covenant remains  unperformed or such representation
or warranty remains untrue and uncured for thirty (30) days after written notice
thereof  from the other  party;  provided,  however,  that if the nature of such
covenant or representation or warranty is such that the same cannot be performed
and/or cured with due  diligence in such thirty (30) day period,  then the party
obligated to perform such  covenant or to cure such  representation  or warranty
shall not be in breach or default  hereunder if such party proceeds promptly and
with due diligence to cure the same and diligently completes the cure thereof.



                                       22


<PAGE>



                  Section  7.2  Brokers.  Buyer and Seller each  represents  and
warrants to the other that it has not dealt with any  broker,  finder or similar
agent on account of any of the transactions contemplated hereunder and under the
Exhibits hereto and each agrees to indemnify,  defend, protect and hold harmless
the other from and  against  any  claims,  causes of action or the like  brought
against the other,  by any broker,  finder or similar  agent for a commission or
fee on account of the transactions contemplated hereunder and under the Exhibits
hereto resulting from their respective acts.

                  Section 7.3 Notices. Any notice, consent,  approval, demand or
other  communication  required or permitted  to be given  hereunder (a "notice")
must be in writing and may be served  personally  or by U.S.  Mail. If served by
U.S. Mail, it shall be addressed as follows:

      If to Buyer:         Health Care Property Investors, Inc.
                           10990 Wilshire Boulevard
                           Suite 1200
                           Los Angeles, California 90024
                           Phone:  (310) 473-1990
                           Fax:  (310) 444-7817
                           Attn:  Legal Department

      with a copy to:      Latham & Watkins
                           633 West Fifth Street, Suite 4000
                           Los Angeles, California 90071
                           Phone:  (213) 485-1234
                           Fax:  (213) 891-8763
                           Attn:  David H. Vena, Esq.

      If to Seller:        Integrated Living Communities at Cabot Pointe, Inc.
                           2431 Old 41 Road
                           Bonita Springs, Florida 34135
                           Phone: (941) 947-7200
                           Fax: (941) 495-0711
                           Attn: President and CEO

      with copies to:      Integrated Living Communities at Cabot Pointe, Inc.
                           2431 Old 41 Road
                           Bonita Springs, Florida 34135
                           Phone: (941) 947-7200
                           Fax: (941) 495-0711
                           Attn: General Counsel



                                       23


<PAGE>



       and                 Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                           New York, New York 10036-8735
                           Phone:  (212) 704-6000
                           Fax:  (212) 704-6288
                           Attn:  Andrea Paretts Ascher, Esq.

Any  notice  which is  personally  served  shall be  effective  upon the date of
service;  any notice given by U.S. Mail shall be deemed  effectively  given,  if
deposited in the United States Mail, registered or certified with return receipt
requested,  postage  prepaid and  addressed  as provided  above,  on the date of
receipt,  refusal or non-delivery  indicated on the return receipt. In addition,
either  party may send  notices by a  nationally  recognized  overnight  courier
service  which  provides  written proof of delivery  (such as U.P.S.  or Federal
Express).  Any notice sent by a nationally recognized overnight courier shall be
effective on the date of delivery to the party at its address specified above as
set forth in the courier's delivery receipt.  Either party may, by notice to the
other  from time to time in the  manner  herein  provided,  specify a  different
address for notice purposes. The foregoing facsimile numbers are for convenience
only.  Notice by  facsimile  shall not be deemed an  effective  manner of giving
notice for purposes of this Agreement.

                  Section  7.4  Attorneys'  Fees.  If Buyer or Seller  brings an
action at law or other  proceeding  against  the  others to  enforce  any of the
terms,  covenants or conditions  hereof or any instrument  executed  pursuant to
this Agreement,  or by reason of any breach or default  hereunder or thereunder,
the party  prevailing in any such action or proceeding and any appeal  thereupon
shall be paid all of its costs and reasonable attorneys' fees.

                  Section 7.5  Successors.  This Agreement shall be binding upon
Buyer, Seller and their respective  successors and assigns.  Notwithstanding the
foregoing,  the rights and  obligations of Seller and Buyer under this Agreement
may not be assigned without the prior written consent of the other party,  which
consent  may be given or withheld in the sole and  absolute  discretion  of such
other party; provided,  however, that Buyer may, however, upon written notice to
Seller, assign its rights and obligations hereunder to any transferee of Buyer's
interest in the  Property  following  the Closing  without the consent of Seller
upon written notice to Seller.

                  Section 7.6 Waiver. No delay in exercising any right or remedy
shall constitute a waiver thereof,  and no waiver by Buyer or Seller of a breach
of any  covenant  of this  Agreement  shall  be  construed  as a  waiver  of any
preceding or succeeding breach of the same or any other covenant or condition of
this Agreement.

                  Section  7.7  Invalidity.  In the event any one or more of the
provisions  contained in this  Agreement  shall,  for any reason,  be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.



                                       24


<PAGE>



                  Section  7.8  Governing  Law.  EXCEPT  WHERE  FEDERAL  LAW  IS
APPLICABLE AND UNLESS OTHERWISE  EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE.

                  Section  7.9  Bulk  Sales.   Buyer  and  Seller  hereby  waive
compliance with the notice provisions of any bulk sales statute in effect in the
State. Seller shall indemnify,  defend, protect and hold harmless Buyer from and
against any and all claims,  losses,  damages,  liabilities,  costs and expenses
(including  reasonable  legal fees and  expenses)  paid or incurred by Buyer and
arising directly or indirectly out of noncompliance with bulk sales statutes.

                  Section 7.10  Counterparts.  This Agreement may be executed in
any number of counterparts, each of which shall be a valid and binding original,
but all of which together shall constitute one and the same instrument.

                  Section 7.11 Entire Agreement.  This Agreement,  together with
the other Transaction Documents,  the Exhibits hereto and thereto and such other
documents as are  contemplated  hereunder or  thereunder,  constitute the entire
agreement of the parties in respect of the subject matter hereof, and may not be
changed or modified except by an agreement in writing signed by the parties.

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

                        "Buyer"

                        HEALTH CARE PROPERTY INVESTORS, INC.,
                            a Maryland corporation



                         By:_________________________________

                         Its:________________________________




                         "Seller"

                         INTEGRATED LIVING COMMUNITIES AT CABOT POINTE, INC., 
                           a Delaware corporation



                         By:_________________________________

                         Its:________________________________




                                       25


<PAGE>



                                    EXHIBIT A

                          Legal Description of the Land

         The Land  referred  to is  situate  in the  unincorporated  area of the
County of Manatee, State of Florida and is described as follows:

                  Begin 60 feet South of the  northeast  corner of  Section  15,
Township  35 South,  Range 17 East,  and run thence West along the South line of
Road Right of Way a distance of 2310 feet; thence run South parallel to the East
line of 26th  Street  a  distance  of 417 feet for  Point of  Beginning;  thence
continue in the same  direction a distance  of 238.91  feet;  thence West 308.12
feet more or less to the East line of 26th  Street;  thence North along the East
line of 26th Street  distance of 239.41 feet;  thence East Parallel to the South
line of the property  hereby  conveyed a distance of 308.12 feet more or less to
the Point of  beginning,  said  property  lying in and being in Manatee  County,
Florida;  LESS AND EXCEPT the  Westerly  17.00 feet  thereof as disclosed in the
Warranty Deed dated June 12, 1996, recorded July 3, 1996 in O.R. Book 1491, Page
6630, Manatee County, Records.




<PAGE>



                                    EXHIBIT B

                       Form of Bill of Sale and Assignment


                                 [See Attached]



<PAGE>



                                    EXHIBIT C

                                  Form of Lease

                                 [See Attached]



<PAGE>



                                    EXHIBIT D

                                Form of Guaranty


                                 [See Attached]





<PAGE>



                                    EXHIBIT E

                       Itemized List of Personal Property

1.  BEDROOM

         QUAN      UNIT    DESCRIPTION
         ----      ----    -----------

           54      ea      Table Lamp

           54      ea      3/3 Headboard, Wood

           54      ea      3/3 Bedframe

           54      ea      3/3x76 Health Care Mattress & Box Spring

           54      ea      3-Dr. Chest

           54      ea      Nightstand

           54      ea      Upholstered Wing Chair

2.  DINING AREAS

         QUAN      UNIT    DESCRIPTION
         ----      ----    -----------

         11        ea      Dining Table Top, 36x36, bullnose wood edge and Black
                           Wrinkle Tilt Top Table Base

          1        ea      Conference/Dining table 48x86, with two bases

          1        ea      60" Diameter Table and table base, same finish

         30        ea      Dining chair, finish Valley Oak, Brittany upholstery

         30        ea      Dining chair, finish Valley Oak, Wisteria upholstery

          1        ea      Framed Ricks Print at Waitress Station

          2        ea      Framed Lea Prints at Water Fountain

          2        ea      Framed Monet Prints in Private Dining Room

          1        ea      Potted Silk Plant in Private Dining Room

          1        lot     Drapery & hardware in Private Dining Room

                                       E-1


<PAGE>




3.  PUBLIC AREAS

 QUAN      UNIT   DESCRIPTION
 ----      ----   -----------

    3      ea     Planter Divider 72x18x60H, with Silk Plants in Tray

    3      ea     Column Pedestal 12x12x38H with silk floral arrangements on top
                  of columns

    1      ea     Trough Planter at entrance, 6' long, laminated with Floral
                  Arrangements in pots

    7      ea     Tub Chair, Blue

    7      ea     Tub Chair, Lilac

    3      ea     Chippendale Sofa, Print Fabric

    3      ea     Chippendale Sofa, Blue Fabric

    4      ea     Wing Chair, Brittany Upholstery

    6      ea     Upholstered Chair, Upholster Radical Blue

    6      ea     Lamp Table, medium oak

    3      ea     Cocktail Table, medium oak

    1      ea     Sofa Table 48x20x28H, medium oak

    1      ea     Framed Angel Irises at Entrance

    2      ea     Framed Graves Prints on South Wall

    2      ea     Potted silk plants

4.  OFFICES

       QUAN          UNIT          DESCRIPTION
       ----          ----          -----------

          1          ea            Wood Exec Desk 72x36, double ped, medium oak

          1          ea            Console with double ped and keyboard drawer

          1          ea            Desk chair with arms


                                       E-2


<PAGE>

4.  OFFICES  (CONTINUED)

       QUAN          UNIT          DESCRIPTION
       ----          ----          -----------


          2          ea            Framed Walter Prints on wall

          3          ea            Lounge Chair

          1          ea            Lamp Table, Medium Oak

          1          ea            Table Lamp

          1          ea            Brass desk lamp

          1          lot           Drapery and Hardware

          1          ea            Office chair at Nurse Station

          1          ea            Office Chair at Control Station

          1          ea            Desk, 30x60 with LH return, medium oak, in
                                   Staff Lounge

          1          ea            Office Chair, in Staff lounge

          1          ea            Lamp Table in Staff Lounge

          1          ea            Table Lamp

          1          ea            Desk Lamp

          2          ea            Lounge Chair in Staff lounge

5.  LANAI

       QUAN          UNIT          DESCRIPTION
       ----          ----          -----------

         24          ea            Lounge Chair, beige with Teal upholstery

          3          ea            48" Patio Table with cast stone tops

6.  STAFF LOUNGE

       QUAN          UNIT          DESCRIPTION
       ----          ----          -----------

         15          ea            Metal lockers in one unit

          4          ea            Staff dining chairs

          4          ea            Staff lounge chairs


                                       E-3


<PAGE>
6.  STAFF LOUNGE (CONTINUED)

       QUAN          UNIT          DESCRIPTION
       ----          ----          -----------



          1          ea            42" laminate dining table and base

7.  OFFICES

       QUAN          UNIT          DESCRIPTION
       ----          ----          -----------

          1          ea            Office chair

          1          ea            L-shaped  workstation  with  acoustic panels,
                                   task   lighting,  overhead  cabinet  storage,
                                   laminate worksurfaces, and two pedestals

8.  ACTIVITIES DIRECTOR

         QUAN        UNIT          DESCRIPTION
         ----        ----          -----------

         2           ea            Visitor chairs, upholstered

         1           ea            Table lamp

         2           ea            Desk lamp

9.  GENERAL EQUIPMENT ASSETS

         3 Vacuum Cleaners

         1 Carpet Extractor

         1 Wet and Dry Vac

         Electric Drill

         Alumin Shed

         Clocks

         Lock A/C Covers

         TV and Stand

         Window Tint

         70 Soap Dispensers

         35 Paper Dispensers


                                       E-4


<PAGE>

9.  GENERAL EQUIPMENT ASSETS (CONTINUED)


         Waste Baskets

         Handbars

         Time Clock

         Laundry Cart

         2 Folding Carts

         Linen Cart

         34 Memory Boxes

         Parking Signs

         Overhead Table

         5 Framed Evacuation Maps

         2 Housekeeping Carts

         Inside Signs

         Outside Signs

         Outside Fence

         Tape Printer

         2 Electric Floor Blowers

         19" TV and Stand

10.  STAFF LOUNGE ASSETS

         20 Metal Lockers

         4 Staff Dining Chairs

         1 Small Dining Table

         2 Lounge Chairs

         1 Table Lamp


                                       E-5


<PAGE>

10.  STAFF LOUNGE ASSETS (CONTINUED)

         1 Lamp Table

         Refrigerator

11.  OFFICE ASSETS

         A.    First Office

         1 Wood Exec Desk 76/36

         1 Console/Drawers

         1 Desk Chair

         2 Lounge Chairs

         Table w/Lamp

         Painting/Artwork

         Window Treatment

         Office chair

         L-shaped Work Station

         Stamp Machine

         Fax Machine

         B.  Second Office

         1 30x60 Desk

         Desk Chair

         Desk Lamp

         2 Side Chairs

         l Lamp Table

         1 Table Lamp

         1 Canon Xerox Copier


                                       E-6


<PAGE>

11.  OFFICE ASSETS (CONTINUED)


         1 Dell Computer

         1 Laser Jet Printer

         Computer Stand

         Filing Cabinet

12.  DIETARY ASSETS

         Bus Cart

         4 Doz. Corning Cup 8 oz.

         6 Doz. Corning 9" Plate

         4 Doz. 8 oz. Bowl

         4 Doz. 5 oz. Dish

         4 Doz. 6" Saucer

         1 Chef Knife Kit

         Robot Coupe Food Processor

         Microwave

         Meat Slicer

         Mixer

         Toaster

         Light Board

         Oak Serving Cart

         FVT Dining Room Dishware




                                       E-7


<PAGE>



                                    EXHIBIT F

                           Commitment Letter Amendment

                                 [See Attached]



<PAGE>



                                   SCHEDULE 1

                             Permitted Encumbrances



1.   Easement  granted to Florida Power & Light Company,  from William D. Niven,
     dated March 21, 1996, recorded March 21, 1996 in O.R. Book 1462, Page 7583,
     Manatee County Records.






<PAGE>



                                   SCHEDULE 2

                               Disclosure Schedule


               None.



<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               Page
<S>                   <C>                                                                                        <C>
ARTICLE 1             DEFINITIONS...............................................................................  1

ARTICLE 2             TERMS OF THE SALE AND LEASEBACK...........................................................  6
        Section 2.1   Sale......................................................................................  6
        Section 2.2   Closing...................................................................................  6
        Section 2.3   Conveyance................................................................................  6
        Section 2.4   Prorations................................................................................  7
        Section 2.5   Costs.....................................................................................  8
        Section 2.6   Reimbursement of Buyer's Transaction Costs................................................  8
        Section 2.7   Lease Commitment Fee......................................................................  9
        Section 2.8   Nature of Buyer's Interest................................................................  9

ARTICLE 3             CONDITIONS TO THE OBLIGATION OF BUYER TO CLOSE............................................  9
        Section 3.1   Performance...............................................................................  9
        Section 3.2   Representations and Warranties............................................................  9
        Section 3.3   Default................................................................................... 10
        Section 3.4   Recordation and Costs..................................................................... 10
        Section 3.5   Title Insurance........................................................................... 10
        Section 3.6   Survey.................................................................................... 11
        Section 3.7   Utilities and Access...................................................................... 11
        Section 3.8   Site Visits............................................................................... 11
        Section 3.9   Environmental Report...................................................................... 11
        Section 3.10  Entitlements.............................................................................. 11
        Section 3.11  Physical Inspections...................................................................... 12
        Section 3.12  Condemnation; Casualty.................................................................... 12
        Section 3.13  Financial Condition....................................................................... 12
        Section 3.14  Proceedings............................................................................... 13
        Section 3.15  Records................................................................................... 13
        Section 3.16  Insurance................................................................................. 13
        Section 3.17  Letter(s) of Credit....................................................................... 13
        Section 3.18  Transaction Documents..................................................................... 13
        Section 3.19  Opinion of Counsel........................................................................ 13
        Section 3.20  Board of Directors Approval............................................................... 15
        Section 3.21  ACH Transfer.............................................................................. 15
        Section 3.22  Tax Counsel Approval...................................................................... 15
        Section 3.24  Appraisal................................................................................. 15
        Section 3.25  Market Feasibility and Other Due Diligence................................................ 15

ARTICLE 4             CONDITIONS TO THE OBLIGATION OF SELLER TO CLOSE........................................... 16
        Section 4.1   Performance............................................................................... 16
        Section 4.2   Representations and Warranties............................................................ 16

                                        i

<PAGE>


                                                                                                               Page
        Section 4.3   Transaction Documents..................................................................... 16

ARTICLE 5             REPRESENTATIONS AND WARRANTIES............................................................ 16
        Section 5.1   By Seller................................................................................. 16
        Section 5.2   By Buyer.................................................................................. 20

ARTICLE 6             COVENANTS OF THE PARTIES AND OTHER MATTERS................................................ 21
        Section 6.1   Covenants of Seller....................................................................... 21
        Section 6.2   Indemnification........................................................................... 21

ARTICLE 7             MISCELLANEOUS............................................................................. 22
        Section 7.1   Survival; Breach of Representations and Warranties........................................ 22
        Section 7.2   Brokers................................................................................... 23
        Section 7.3   Notices................................................................................... 23
        Section 7.4   Attorneys' Fees........................................................................... 24
        Section 7.5   Successors................................................................................ 24
        Section 7.6   Waiver.................................................................................... 24
        Section 7.7   Invalidity................................................................................ 24
        Section 7.8   Governing Law............................................................................. 25
        Section 7.9   Bulk Sales................................................................................ 25
        Section 7.10  Counterparts.............................................................................. 25
        Section 7.11  Entire Agreement.......................................................................... 25
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EXHIBITS

Exhibit A - Legal  Description  of the Land Exhibit B - Form of Bill of Sale and
Assignment  Exhibit C - Lease Exhibit D - Guaranty  Exhibit E - Itemized List of
Personal Property Exhibit F - Commitment Letter Amendment

SCHEDULES

Schedule 1 - List of Permitted Encumbrances
Schedule 2 - Disclosure Schedule

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