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                                                                   EXHIBIT 10.21

                           MODIFICATION AND AMENDMENT
                             TO EMPLOYMENT AGREEMENT


EFFECTIVE DATE:       January 1, 2000

PARTIES:              Sandra Campbell ("EXECUTIVE")

AND                   Assisted Living Concepts, Inc. ("ALC" or the "COMPANY")


                                    RECITALS:

A. On or about December 31, 1997, the parties entered into the Employment
Agreement (the "AGREEMENT").

B. Pursuant to the Agreement, Executive was to receive a bonus on each
anniversary date of the Agreement during the term of the Agreement (the
"MANDATORY BONUS"). After the first anniversary, the Mandatory Bonus was to be
in an amount of not less than $45,000.

C. Pursuant to the Agreement, Executive was to receive the other benefits made
available to the Company's other senior executives. Other senior executives
receive car allowances or payments on leases of their personal automobiles.

D. Company and Executive desire that the Mandatory Bonus be re-characterized as
salary and, therefore, added to Executive's annual base salary effective January
1, 2000, and, further, that Executive be paid a car allowance, all as set forth
in this Modification and Amendment to Employment Agreement ("MODIFICATION AND
AMENDMENT").

       NOW, THEREFORE, for valuable consideration, the parties hereto agree as
follows:

                                   AGREEMENTS:

1. SECTION 4. (c) of the Agreement shall be modified and amended to delete
references to the Mandatory Bonuses; consequently, the first sentence of SECTION
4. (c) shall be deleted in its entirety and replaced by the following sentence:
" Executive shall participate in all health, retirement, Company-paid insurance,
sick leave, disability, expense reimbursement and other benefit programs which
ALC makes available to any of its senior executives, and shall be eligible for
bonuses in the discretion (as to bonuses) of the Board of Directors." The
remainder of Section 4. (c) shall remain unmodified.

2. SECTION 4. (a) of the Agreement shall be deleted in its entirety and replaced
by the following:

       "(a) ALC shall pay to Executive a base salary ("BASE SALARY") in an
       annual amount of not less than One Hundred Ninety Five Thousand Dollars
       ($195,000) per annum, paid in approximately equal installments at
       intervals in accordance with the then prevailing policy of the Company
       with respect to its senior executives generally, but in no event,


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       less frequently than monthly. ALC agrees to consider from time to time
       increases in such Base Salary in the discretion of the Board of
       Directors. Any increase, once granted by the Board of Directors, shall be
       deemed to automatically amend this Agreement to provide that thereafter
       Executive's Base Salary shall not be less than the annual amount to which
       the Base Salary has been increased."

3. ALC agrees to pay Executive a car allowance of at least $500 per month during
the term of the Agreement.

4. Neither ALC or Executive intend either expressly or impliedly to waive any
rights under the Agreement by agreeing to the terms and conditions hereunder.

5. Except as expressly modified and amended herein, the Agreement remains in
full force and effect. In the event of any inconsistencies between this
Modification and Amendment and the Agreement, this Modification and Amendment
shall govern.

6. By executing this Modification and Amendment, each party agrees that he has
read and fully understands this Modification and Amendment and has had the
opportunity to and/or has consulted with legal counsel with regard to it.

       IN WITNESS WHEREOF, the parties hereto execute this Modification and
Amendment on the date below written to be effective as of January 1, 2000.


"ALC" or the "COMPANY"                       "EXECUTIVE"

Assisted Living Concepts, Inc.               /s/ Sandra Campbell
                                             -----------------------------------
                                             Sandra Campbell, as an Individual
By: /s/ Keren Brown Wilson
    ------------------------------
                                             Date: 20 June, 2000
Its: President & CEO
    ------------------------------

Date: 21 July, 2000


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