1
                                                                     EXHIBIT 99



                                APPRAISAL REPORT

                              MONTEGO HEIGHTS LODGE
                               1400 MONTEGO DRIVE
                            WALNUT CREEK, CALIFORNIA

                             AS IS ON JULY 14, 1995
                             SLVS FILE NO. 95-04-20








                                  PREPARED FOR

                 AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P.








                                   PREPARED BY

                              MICHAEL G. BOEHM, MAI
   2
July 24, 1995



American Retirement Villas Properties II, L.P.
c/o ARV Housing Group
245 Fischer Avenue, Suite D-1
Costa Mesa, California  92626

Attention:   Mr. Graham Espley-Jones

Re:      Montego Heights Lodge
         1400 Montego Drive
         Walnut Creek, California
         SLVS File No. 95-04-20

Gentlemen:

In accordance with your request, we have conducted the required investigation,
gathered the necessary data, and made certain analyses that have enabled us to
form an opinion of the market value of the above captioned property. This report
has been prepared to be in compliance with the requirements of the Uniform
Standards of Professional Appraisal Practice.

The value stated herein is based on our understanding of the site and
improvement descriptions as represented to us by the client and/or the client's
representatives and professional consultants as well as other available sources.
We direct your attention to the "Introduction," "Site Description," and
"Description of Improvements" sections of this appraisal report. It is your
responsibility to read the report and inform the appraiser of any errors or
omissions you are aware of prior to utilizing the report or making it available
to any third party.

Based on an inspection of the property and the investigation and analysis
undertaken, we have formed the opinion, subject to the assumptions and limiting
conditions set forth in this report, that as of July 14, 1995, the fee simple
total going concern interest of the subject, as is, including the value of
favorable financing, has a market value of:

     EIGHT MILLION EIGHT HUNDRED TWENTY FIVE THOUSAND ($8,825,000) DOLLARS
   3
Mr. Graham Espley-Jones
July 24, 1995
Page 2


This total going concern value estimate can be allocated to the following
components:



                                                               Market Value
                                                                 As Is -
                                                                 7/14/95
                                                               ------------
                                                            
                   Real Estate Value                            $6,775,000
                   Furniture, Fixtures & Equipment                 200,000
                   Business Value                                1,225,000
                                                                ----------

                   Total Going Concern Valuation                $8,200,000
                                                                ==========

                   Plus:  Favorable Financing                   $  625,000
                                                                ----------

                   Total Reported Valuation                     $8,825,000
                                                                ==========



The narrative appraisal report that follows sets forth the identification of the
property and limiting conditions, pertinent facts about the area and the subject
property, comparable data, results of our investigation and analyses and the
reasoning leading to the conclusions set forth. Should you desire a quick
reference to the most important information, I direct your attention to the
"Introduction", "Executive Summary" and the "Reconciliation and Conclusion"
sections of this report.

Respectfully submitted,

SENIOR LIVING VALUATION SERVICES, INC.




Michael G. Boehm, MAI
President
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                               SUBJECT PHOTOGRAPHS



                       Subject from Montego Heights Drive,
                                    View West




                            Main Entrance of Subject
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                                TABLE OF CONTENTS


                                                                                  
Title Page                                                                            1

Letter of Transmittal                                                                 2

Subject Photographs                                                                   4

Table of Contents                                                                     5

Introduction                                                                          7
  Property Identification                                                             7
  Property Ownership and History                                                      7
  Scope of the Assignment                                                             7
  Purpose of the Appraisal                                                            8
  Function of the Appraisal                                                           8
  Property Inspection                                                                 8
  Date of Appraisal                                                                   8
  Date of Value                                                                       8
  Property Rights Appraised                                                           8
  Definition of Market Value                                                          8
  Assumptions and Standard Limiting Conditions                                        9
  Special Conditions                                                                 11
  Experience/Competency of Appraisal Firm                                            11
  Representative Assisted Living Appraisal Experience                                12

Executive Summary                                                                    13

Regional and City Analysis                                                           15
  Regional Location Map                                                              16
  City Location Map                                                                  17
  Comparative Zip Code Demographic Data                                              19
  Anecdotal Description of Walnut Creek                                              21

Neighborhood Description                                                             25
  Neighborhood Map                                                                   26
  Neighborhood Zoning Map                                                            28
  Neighborhood Photographs                                                           29

Site Description                                                                     32
  Assessor's Parcel Map                                                              33
  Flood Map                                                                          35

Taxes and Assessments                                                                37

   6

                                                                                 
Description of Improvements                                                          38
  Site Plan                                                                          39
  Floor Plans                                                                        41
  Unit Plans                                                                         42
  Subject Photographs                                                                43

Market Analysis                                                                      48
  Subject Amenities                                                                  50
  Comparable Facilities Map                                                          51
  Census of Competitive ACLF/AL Facilities                                           53
  Market Area Saturation Analysis                                                    58

Highest and Best Use                                                                 60

Site Valuation                                                                       62
  Vacant Land Sales Map                                                              64

Cost Approach Analysis                                                               66
  Cost Approach Summary                                                              70

Income Approach Analysis                                                             71
  Pro Forma Cash Flow Analysis & Capitalization                                      83

Sales Comparison Approach                                                            84
  Improved Sales Map                                                                 87

Valuation of Favorable Financing                                                     91

Reconciliation and Conclusion                                                        95

Allocation of Going Concern Value Determination To Components                        97

Total Estimated Marketing Time                                                       99

Certification                                                                       100

Addenda                                                                             102
  Comparable ACLF/AL Facility Photographs                                           103
  11/30/89 Title Report                                                             109
  Vacant Land Sale Data                                                             115
  6/19/95 Rent Roll                                                                 119
  (1993, 1994, 4 Mos. Ending 4/95) Historical/(1995) Budgeted Operating Statements  126
  Senior Housing Investment Survey                                                  138
  Improved Sale Data/Photographs                                                    140
  Favorable Financing Detail                                                        149
  Qualifications of Michael G. Boehm, MAI                                           150
  MGB State of California Appraisal License                                         151

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                                  INTRODUCTION


PROPERTY IDENTIFICATION

The subject site consists of a 213,180 square foot (4.89 gross acres) site
located at 1400 Montego Drive in the City of Walnut Creek, Contra Costa County,
California. The site is currently improved with a 169 unit/192 bed congregate
retirement apartment project known as Montego Heights Lodge. The subject is
licensed to accept up to 200 assisted living residents.

A detailed legal description of the subject site is provided in the Title Report
located in the Addenda of this report.

PROPERTY OWNERSHIP AND HISTORY

The fee simple title to the subject property is currently vested in the name of
American Retirement Villas Properties II (ARVP II), a California Limited
Partnership. The current owners purchased the subject in November, 1989 for
approximately $9,000,000. The subject has not been sold/purchased in the past
three years.

The subject was built as a senior congregate facility which opened in 1978.
Montego Heights reportedly took five years to achieve a full occupancy. The
subject, as part of the original conditions of approval and a condition
necessary to obtain the favorable HUD financing, was required to allocate 20% of
the subject units to "very and low" income residents. This restriction was
reportedly waived when the subject was purchased by the current owners allowing
a market rate to be charged for all units. The subject underwent a $500,000
renovation in the Spring of 1990. The subject is currently approximately 86.5%
occupied (166 beds/192 beds) reflecting the large number of subject units, the
subject unit mix and a crowded competitive market environment.

SCOPE OF THE ASSIGNMENT

The scope of this assignment is to inspect the subject property, conduct an
investigation of market data, and prepare a full narrative appraisal report in
accordance with the requirements of the Office of the Comptroller of the
Currency and the Uniform Standards of Professional Appraisal Practice. All
information deemed pertinent to the completion of the appraisal was made
available.

The appraisal was performed so that the analysis, opinions and conclusions are
that of a disinterested third party, employing due diligence in the
investigation, analyses and conclusions. This appraisal report was developed and
prepared to comply with the reporting requirements noted in the "Certification"
section of this report.

The investigation associated with this report includes the general economy of
the industry, the market area, and the local neighborhood. Research and studies
include supply and demand factors, comparable land and property sales,
competitive property rents/rates and occupancy. Buyers, sellers, developers,
public officials, management at competitive facilities, real estate
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brokers, and the current management of the property were interviewed concerning
these and other associated matters. Specific references are made throughout this
report.

PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to estimate the subject's market value as is.

FUNCTION OF THE APPRAISAL

It is understood the appraisal shall be used by American Retirement Villas
Properties II, L.P., in evaluating the subject partnership for possible transfer
to an ownership real estate investment trust.

PROPERTY INSPECTION

The subject property was inspected on May 9, 1995 by Michael G. Boehm, MAI who
was accompanied by Ms. Laura Regnier, administrator. The subject was reinspected
on July 14, 1995 by Mary Wiederhold, Appraisal Associate.

DATE OF APPRAISAL

July 24, 1995

DATE OF VALUE

July 14, 1995

PROPERTY RIGHTS APPRAISED

This appraisal estimates the fee simple total going concern market value of the
subject operating as a congregate senior housing business. Going concern value
is defined by the Appraisal Institute as the value created by a proven property
operation; considered a separate entity to be valued with an established
business. This total going concern value can be allocated to its real estate,
furniture, fixtures and equipment and business value components. An estimated
allocation of our total going concern valuation is set forth in a separate
section of this report.

Fee Simple is defined by the Appraisal Institute as absolute ownership
unencumbered by any other interest or estate subject only to the limitations of
eminent domain, escheat, police power, and taxation.

DEFINITION OF MARKET VALUE

As defined by the Office of the Comptroller of the Currency under 12 CFR, Part
34, Sub-part C-Appraisals, 34.42 Definitions (f), market value is defined as:
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"The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each
acting prudently, and knowledgeably and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:

(i)      buyer and seller are typically motivated;

(ii)     both parties are well informed or well advised, and acting in what they
         consider their best interests;

(iii)    a reasonable time is allowed for exposure in the open market;

(iv)     payment is made in terms of cash in U.S. dollars or in terms of
         financial arrangements comparable thereto; and

(v)      the price represents the normal consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale."

ASSUMPTIONS AND STANDARD LIMITING CONDITIONS

   1.    The legal description furnished to the appraiser is assumed to be
         correct, and the title is assumed to be marketable.

   2.    The appraiser assumes no responsibility for legal matters.

   3.    Report exhibits are only visual aids. All sizes indicated for land and
         improvements are from indicated sources and assumed to be correct.

   4.    Unless otherwise noted herein, it is assumed there are no detrimental
         easements, encumbrances, encroachments, liens, zoning violations,
         building code violations, or environmental violations, etc. affecting
         the subject property.

   5.    Information, estimates, and opinions furnished to the appraiser are
         obtained from sources considered reliable; however, no liability for
         their accuracy can be assumed by the appraiser.

   6.    It is assumed that there are no hidden or unapparent conditions in the
         land or improvements that render the property more or less valuable or
         that would reduce its utility, development potential, marketability.
         All improvements are assumed to be structurally sound unless otherwise
         noted. No responsibility is assumed for hidden or undisclosed
         conditions or for arranging for engineering studies that may be
         required to discover any defects or uniquely favorable conditions.
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   7.    The appraiser has inspected the subject property with the due diligence
         expected of a professional real estate appraiser. The appraiser is not
         qualified to detect hazardous waste and/or toxic materials. Any comment
         by the appraiser that might suggest the possibility of the presence of
         such substances should not be taken as confirmation of the presence of
         hazardous waste and/or toxic materials. Such determination would
         require investigation by a qualified expert in the field of
         environmental assessment.

   8.    The presence of substances such as asbestos, urea-formaldehyde foam
         insulation or other potentially hazardous materials may affect the
         value of the property. The appraiser's value estimate is predicated on
         the assumption that there is no such material on or in the property
         that would cause a loss in value.

   9.    No responsibility is assumed for any environmental conditions, or for
         any expertise or engineering knowledge required to discover them. The
         appraiser's description and resulting comments are the result of the
         routine observations made during the appraisal process.

  10.    Responsible ownership and competent management are assumed.

  11.    Where the discounted cash flow analysis is utilized, it has been
         prepared on the basis of the information and assumptions stipulated in
         this appraisal report. The achievement of any financial projections
         will be affected by fluctuating economic conditions and is dependent
         upon the occurrence of other future events that cannot be assured.
         Therefore, the actual results achieved may well vary from the
         projections and such variation may be material.

  12.    The appraiser is not required to give testimony or appear in court, or
         at public hearings, or at any special meeting or hearing with reference
         to the property appraised herein by reason of preparation of this
         report, unless arrangements have been made prior to preparation of this
         report.

  13.    Possession of this report does not carry with it the right of
         publication. It shall be used for its intended purpose only and by the
         parties to whom it is addressed. Neither all nor any part of the
         contents of this report shall be conveyed to the public through
         advertising, public relations, news, sales, or other media without the
         written consent or approval of the author. This applies particularly to
         value conclusions, the identity of the appraiser or firm with which it
         is connected, and any reference to the Appraisal Institute, or MAI
         designation.

  14.    Property values are influenced by a large number of external factors.
         The information contained in the report comprises the pertinent data
         considered necessary to support the value estimate. We have not
         knowingly withheld any pertinent facts, but we do not guarantee that we
         have knowledge of all factors which might influence the value of the
         subject property. Due to rapid changes in external factors, the value
         estimate is considered reliable only as of the effective date of the
         appraisal.
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SPECIAL CONDITIONS

The subject is currently encumbered by an approximately $3,450,000 HUD loan
which extends to the year 2018 at a fixed interest rate of 7.5%. Because this
interest rate is below the estimated interest rate of current conventional
financing (estimated at 9.5%), the subject has a theoretical value over and
above the capitalized value of operational cash flows. Caution should be used in
interpreting this added value as actual market transactions involving the
assumption of below market rate financing are rare. The value of this favorable
financing has been added to the going concern value set forth in this report.
These issues are discussed and the value of the favorable financing is
calculated in a separate section of this report.

The subject is licensed as a residential care facility for the elderly (assisted
living) for 200 beds with the California Department of Social Services. This
appraisal assumes that the subject meets all physical plant and operating
requirements as an assisted living facility. The subject is currently configured
for 192 beds. The inconsistency is explained by the fact that not all of the
subject beds provide assisted living services.

The appraisers were not provided with a current title report (a 1989 title
report is included in the Addenda of this report) to specifically describe all
current easements or encumbrances that might affect the subject operation as a
congregate senior housing business. This appraisal assumes that there are no
adverse easements or encumbrances affecting the subject. We recommend review of
a current title report.

The estimates of value set forth in this report are partially relying on the
current rent roll, historical operating statements and limited building drawings
and building statistical data provided to the appraiser by ARV Housing Group.

EXPERIENCE/COMPETENCY OF APPRAISAL FIRM

Senior Living Valuation Services, Inc. is a San Francisco based appraisal firm
that exclusively specializes in the appraisal and analysis of all forms of
senior housing properties. On the following page is a listing of recent assisted
living facility assignments that have been completed by the firm. Qualifications
of Michael G. Boehm, MAI are included in the Addenda of this report.
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                                EXECUTIVE SUMMARY



                                         
Property Name:                              Montego Heights Lodge

Location:                                   1400 Montego Drive
                                            Walnut Creek, California

Assessor's Parcel No.:                      140-250-024 (Contra Costa County)

Property Rights Appraised:                  Fee Simple (Total Going Concern)

Date of Value:                              As Is on July 14, 1995

Land Area:                                  4.89 acres (213,180 square feet) gross;
                                            4.2 acres (182,952 square feet) net developable (estimated)

Excess Land:                                None

Zoning:                                     C-O, Limited Commercial District

Improvements:                               Type:    One, average quality, 2 and 4 story, Class D
                                                     congregate retirement apartment building and
                                                     common areas.

                                            Age:     Year Built - 1978; Improvement Age - 17 Years;
                                                     Effective Age - 17 years;
                                                     Remaining Economic Life - 28 years.

                                            Size:    169 congregate retirement units currently configured
                                                     for 192 beds in 99,897 square feet of gross building
                                                     area.

                                            Condition:  Average

H & B Use (if vacant):                      Senior Housing

H & B Use (as improved):                    See Highest and Best Use Discussion

Capitalization Rate:                        12.0%

Projected Stabilized Net Income:            $985,892 (7/95-6/96)

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Total Going Concern Market
  Value, as is, as of
  July 14, 1995:                            Cost Approach:                      $ 8,700,000*
                                            Income Approach:                    $ 8,200,000*
                                            Sales Comparison Approach:          $ 7,950,000-
                                                                                $10,050,000*

                                            Value Conclusion:                   $ 8,200,000*
                                                                               ($48,521/Unit)

Allocation of Final
  Value Determination
  to Components:

                                                                                Market Value
                                                                                   As Is -
                                                                                   7/14/95
                                                                                ------------
                                                                          
                                            Real Estate                         $ 6,775,000
                                            FF&E                                    200,000
                                            Business Value                        1,225,000
                                                                                -----------

                                            Total Going Concern Valuation       $ 8,200,000*
                                                                                ===========

                                            *before addition of value of 
                                             favorable financing


Value of Favorable Financing:               $625,000


Total Estimated Marketing Time:             6 Months

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                           REGIONAL AND CITY ANALYSIS


The subject site is located north of Montego Heights Drive, just northwest of La
Casa Via and John Muir Hospital in the eastern incorporated portion of the City
of Walnut Creek, Contra Costa County, California. The subject is located about
one-half mile northeast of downtown Walnut Creek. Walnut Creek is located
approximately 20 miles east of San Francisco.

COUNTY OVERVIEW

Contra Costa County is one of the nine San Francisco Bay Area counties. It is
situated northeast of San Francisco, and bordered by the counties of Solano and
Sacramento on the north, San Joaquin on the east, Alameda on the south and the
San Francisco Bay to the west.

The County consists of three distinct regions. Divided by significant
topographical obstacles (primarily ranges of hills) and the interstate and state
highway system, the western, central, and eastern portions of the County have
tended to develop separately. The western portion, with its access to San
Francisco Bay, is largely urban and industrialized. This area is dominated by
the city of Richmond, with its active, deep water port. The eastern part of the
County is undergoing substantial changes, evolving from a wild, agricultural
area, to an affordable suburban residential region (Antioch, Pittsburg).

The subject is located in the central portion of the County (known as the Diablo
Valley at the foot of Mt. Diablo) which follows the path of Interstate 680 and
extends from Martinez on the shore of the Carquinez strait of the Sacramento
river to the north, south through the cities of Concord, Pleasant Hill, Walnut
Creek, Lafayette, Alamo, Orinda, Danville and San Ramon. This central County
area evolved as a bedroom community by the 1960's as residents commuted to jobs
in San Francisco, Oakland, and other cities. Motivated by an increasingly
congested commute and higher rental rates in San Francisco, corporations began
locating in central Contra Costa in the late 1970's. Today, the central County
has developed into a major suburban commercial and financial headquarters
submarket of the larger Bay Area.

The climate of Contra Costa County is somewhat similar to other parts of the
inland Bay Area, with a year-round mean temperature of 60.4 degrees, and an
annual average rainfall of 19 inches. As in the other parts of the region, most
rain occurs during the winter months and is rare from May through November. The
location of Walnut Creek, southeast of the Berkeley Hills and at a distance from
the moderating influence of the San Francisco Bay, allows some light frosts in
the winter months and warm to hot summer days.

CITY POPULATION AND DEMOGRAPHICS

Walnut Creek (population 63,400 in 1995), incorporated in 1914, evolved from a
small agricultural town of several hundred residents. In the 1950's and 1960's
with the completion of Highway 24 and Interstate 680, Walnut Creek, and many
communities in the central County, became "bedroom" suburbs for the core cities
of San Francisco and Oakland. It was during this period that Walnut Creek
experienced its most rapid population growth. Population growth has
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slowed as the region has become predominantly built out. Increased resistance to
additional growth has (and will continue to) muted recent population expansion.
During the past decade, Walnut Creek, along with the adjacent cities of Concord
and Pleasant Hill, have become an important suburban employment center in the
East Bay. The economy is largely influenced by significant office employment
including Federal and County governments. Nevertheless, a large portion of the
population continues to commute to Oakland and San Francisco.

Today, Walnut Creek is one of the largest cities in the County and the focal
point of the central County region. Population trends and forecasts for Walnut
Creek are as follows:

                                 Population Data



                                          Walnut Creek                    Contra Costa County
                                ----------------------------          ----------------------------
         Year                   Population          % Change          Population          % Change
         ----                   ----------          --------          ----------          --------
                                                                              
         1960                      9,900                -               406,030               -
         1970                     39,844               302%             558,389             37.5%
         1980                     53,600              34.5%             650,748             16.5%
         1990                     60,400              12.7%             797,600             22.6%
         1995                     63,400               5.0%             883,400             10.8%
         2000*                    66,634               5.1%             971,300              9.9%


* Estimate
- --------------------------------------------------------

Sources: ABAG (Association of Bay Area Governments)

Demographically as illustrated in comparative zip code data presented on the
following page, the subject zip code has the following characteristics relative
to the surrounding region:

         1)       An older median age (40.2) compared to the surrounding region
                  (except for the zip code which includes Rossmoor) and City as
                  a whole (which is older than regional averages), reflecting a
                  population with 12% of the total population over the age of
                  65;

         2)       A higher than average median household income ($71,112). The
                  subject zip code ranks in the 97th percentile in California in
                  per capita income (99th percentile nationally), which is
                  higher than any other Walnut Creek zip code;

         3)       A slightly more diverse ethnicity with about 89% of its
                  resident consisting of non-minority whites (about 8% Asian).

An anecdotal description of Walnut Creek is provided on the following page.
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HOUSING

The Walnut Creek housing stock is concentrated in low-density residential uses,
chiefly single-family dwellings, with higher densities allowed in designated
areas generally around the downtown core. According to ABAG projections, the
City is projected to be built out in about 10 years. Currently, the housing
stock consists of approximately 37,000 dwelling units. The City has
approximately 350 acres of vacant land designated for residential development
which could include about 6,000 additional units (located on the fringes of town
to the east and south).

An important influence on the City housing stock (20% of total) and the subject
is the 2,000 acre Rossmoor Retirement Community located in southwestern Walnut
Creek. Rossmoor, begun in 1964, is one of California's largest retirement
communities with a current population of about 8,200 residents in 5,900 mostly
lower density units (capacity for about an additional 1,500 units). Prices range
from $55,000 to $400,000. Rossmoor is restricted to persons 55 and older and has
an average resident age population of about 75. The presence of Rossmoor has
been a major factor in the recent construction of several new higher density
senior housing projects built close to Rossmoor but "outside the gates."

The average home price in Walnut Creek for a single family dwelling in 1995 is
about $300,000. This is below more exclusive suburban areas such as Blackhawk
and Lafayette but above nearby Pleasant Hill and Concord. These statistics
reflect a 15% decline in average home price since 1989 peaks which is consistent
with regional trends (down about 0% to 5% in the last 12 months). Rental rates
of apartments in Walnut Creek are slightly above County averages with a broad
range of $500 to $1,000 and up per month.

EMPLOYMENT & ECONOMIC DEVELOPMENT

Walnut Creek enjoys a diversified economic base. A number of residents commute
to other locations in the Bay Area for work, but the City is seen as a major
suburban office center. The largest firms in the community are as follows:

                                 Major Employers



Name                              Type of Business           Employees
- ----                              ----------------           ---------
                                                       
Lesher Communications, Inc.       Newspaper                      1,800
John Muir Hospital                Health Care                    1,750
Kaiser Permanente Center          Health Care                    1,250
Safeway                           Grocer                         1,100
Western Temporary Services        Temporary Employment             600
Nordstrom                         Retail                           600


- --------------------
Source:  Walnut Creek Chamber of Commerce
   17
Explosive downtown core (known as the Golden Triangle) commercial growth in the
early 1980's made growth control the major issue in Walnut Creek in the late
1980's. In 1985, Walnut Creek voters passed Measure H which approved a citywide
moratorium on construction of most buildings greater than 10,000 square feet
until certain traffic volume to capacity ratios are met. The measure designed to
limit further traffic congestion, has been the subject of court battles but has
been incorporated into the City's zoning ordinance. The result of this
antigrowth sentiment has been the virtual extinction of new commercial
proposals. Current development trends to be enforced by the City include
limiting increased traffic whenever possible, concentrating high density
development in the downtown core, emphasized retail commercial development and
creating open space. The City has been transformed from a progrowth community to
one that has become built out and congested and now seeks to maintain its
current high quality of life without additional deterioration. Recent
development activity has been very modest (some smaller infill projects).

TRANSPORTATION

Walnut Creek is served by three major highways: Interstate 680, providing north
to south access throughout central Contra Costa County; Highway 24, providing
highway access east to San Francisco and Oakland via the Caldecott Tunnel; and
Highway 4, providing east to west access through northern Contra Costa County. A
major redesign and expansion of the 680/24 intersection is underway (a 5 year
project) to alleviate severe traffic congestion in the area. The new design will
facilitate access to Rossmoor from Walnut Creek. Major north to south
thoroughfares in Walnut Creek include Buena Vista, California, Main and
Oak/Civic. Major east to west thoroughfares include Olympic, Tice Valley, Treat,
Ygnacio Valley and Walnut.

A high-speed commuter train service, the Bay Area Rapid Transit (BART), provides
public transportation throughout the Bay Area. Walnut Creek is one of 34 BART
stops along a network that extends to San Francisco, Oakland, Fremont, Richmond
and other cities. Rail service is (Amtrak) available in Martinez or Oakland.

Air service is available at Buchanan Field in Concord (regional air service), or
at the Oakland International Airport (18 miles to the southwest) and San
Francisco International Airport ( 36 miles to the southwest). Local residents
can also take advantage of the County Connection, a local bus service.

COMMUNITY DATA

Walnut Creek's location as a part of the greater nine county San Francisco Bay
Area allows its residents to take advantage of all of the cultural and
recreational opportunities of the larger Bay Area. Other major local features
include a regional center for the arts (with theater) and Mt. Diablo State Park,
located southeast of Walnut Creek, offers outdoor activities from trails to
camping and picnic sites. Mt. Diablo, with an elevation of 3,849 feet, is the
highest peak in the Bay Area and provides a panoramic view from the Pacific
Ocean to the Sierras. Located in the foothills of Mt. Diablo is the Concord
Pavilion, a popular 8,500 seat open theater for concerts and festivals.
   18
Walnut Creek has one general acute hospital, the John Muir Medical Center , with
280 beds and 677 physicians. This hospital is located approximately one block
east of the subject property along Ygnacio Valley Boulevard. Additional medical
facilities in the area include Rossmoor Medical Clinic (just outside the
Rossmoor entrance), Mt. Diablo Medical Center, Kaiser Medical Center (201 beds),
and CPC Walnut Creek, the largest psychiatric hospital in the Bay Area. Walnut
Creek is located in HSA 5, HFPA 411 with a total of 25 skilled nursing
facilities comprising a total approximately 2,328 licensed beds (including
several newer facilities). Walnut Creek is also home to a large number of high
density congregate senior housing projects (rentals) including the subject and
as discussed in detail in the Market Analysis section of this report.

CONCLUSION

Walnut Creek is primarily built out with an established land use pattern of
residential developments surrounding a densely developed downtown core. Future
development and population expansion will be slow, focused in infilling vacant
or underdeveloped land parcels. Local antigrowth sentiment is still strong and
the City has experienced extreme traffic congestion which threatens the City's
traditional suburban/bucolic residential character. Nevertheless, the City still
has a high quality of life. The City's central location, affluence and extremely
large elderly population focused at Rossmoor, make Walnut Creek attractive for
elderly housing.
   19
                            NEIGHBORHOOD DESCRIPTION


The subject neighborhood is located in the eastern portion of the City of Walnut
Creek in the neighborhood or subarea known as Ygnacio Valley. Ygnacio Valley is
the largest subarea in Walnut Creek encompassing the northeastern portion of the
town and extending to the Mt. Diablo foothills. The subarea is predominately
built out with lower density residential development and wide tree lined sloping
boulevards although the western portion of the subarea contains higher density
housing (including the subject), retail and institutional development. Major
subarea development includes three local shopping centers, the Shadelands
Business Park, the Heather Farms Park, Diablo Hills Golf Course and John Muir
Hospital (with surrounding medical office buildings and related buildings) which
dominates the subject's immediate neighborhood.

The subject's immediate neighborhood boundaries can be considered as La Casa Via
to the northeast, Montego Drive to the south, Tampico to the west and Ygnacio
Valley Road to the northwest. This area is characterized by medium to higher
density apartment and condominium developments and by medical offices serving
John Muir Hospital.

The neighborhood appears to be generally built out with a few vacant land
parcels including one at the corner of Tampico and Ygnacio Valley Road (just
northwest of the subject). The area surrounding the subject is zoned C-O
(Limited Commercial District). Medical office buildings and Ygnacio Valley
Convalescent Hospital are located to the north of the subject and the San Marcos
Convalescent Hospital is located to the southwest. To the south across Montego
Drive lie apartments and some single family residential homes in good condition.
The subject's good quality two and four story construction is not inconsistent
with the overall medium density residential character of the immediate
neighborhood.

The subject is located approximately 1.5 miles east of Interstate 680 and the
Walnut Creek Bart Station, one block southwest of the John Muir Memorial
Hospital and four blocks south of the Heather Farms Park. The Diablo Hills Golf
Course is located two blocks northwest of the subject. The Shell Ridge Open
Space, located one-half mile southeast of the subject, forms the southeasterly
boundary of the neighborhood. The Kaiser Permanente Medical Center and the
Broadway Shopping Center with various restaurants, department stores and banks,
are located approximately one mile southwest of the subject.

The site is located about two miles northeast of Rossmoor, meaning that it is
not within Rossmoor's sphere of influence and can (and has) relied less upon
Rossmoor residents for its resident source than other comparable projects
located nearer to Rossmoor. Overall, the subject neighborhood has an attractive,
well maintained medium density residential character, excellent access to major
medical amenities and fair highway and retail access. The subject neighborhood
is adequately suited for the subject development.
   20
                            NEIGHBORHOOD PHOTOGRAPHS

                     View East along Montego Heights Drive,
                                 Subject to Left

                     View West along Montego Heights Drive,
                                Subject to Right
   21
                            NEIGHBORHOOD PHOTOGRAPHS

                  View South toward Tampico from Montego Drive,
                                 Subject Behind
   22
                            NEIGHBORHOOD PHOTOGRAPHS

               Western Boundary of Site from Adjacent Parking Lot,
                                Subject to Right

                       Undeveloped Knoll North of Subject
   23
                                SITE DESCRIPTION


LOCATION: The subject site is located at 1400 Montego Drive in Walnut Creek,
California which is about one block south of the intersection of Ygnacio Valley
Road and La Casa Via. The subject site consists of one irregular shaped parcel
identified as Contra Costa County Assessor's Parcel Number 140-250-024. An
Assessor's Parcel Map and Survey Map are shown on the following pages. A
detailed legal description of the site is provided in the Addenda of this
report.

PHYSICAL CHARACTERISTICS: The subject property consists of an irregularly shaped
parcel containing 4.89 acres or 213,180 square feet gross and approximately 4.20
acres or 182,952 square feet net developable. The site is bounded by Montego
Drive along its southeasterly boundary (about 550 feet of frontage), medical
office/convalescent hospital properties to the north and open space/convalescent
hospital to the west/southwest.

The topography of the site is highly irregular with elevations ranging from 216
feet to 270 feet above sea level (50 foot variation). The site contains several
knolls including one large knoll which dominates the northern portion of the
site and reduces the developable area of the total site by about 30,000 square
feet. The knoll is visible throughout the immediate neighborhood.

The site appears to have adequate drainage and is not located within a flood
plain area. The subject is located in Flood Zone C, an area of minimal flooding
per Map No. 065070 0001B, dated 5/1/85. No report of soil conditions was
provided to the appraisers and it is assumed that there are no adverse soil or
subsoil conditions affecting existing developments. No obvious toxic or
hazardous conditions were noted during our site inspection. The site can be
considered as having the same overall risk of earthquakes as the San Francisco
Bay Area although it is not located in an Alquist-Priolo special earthquake
zone.

EXISTING IMPROVEMENTS: The subject site is developed with a 169 unit, 2 and 4
story U-shaped and multi-tiered, 99,897 square foot residential congregate
senior apartment building. The subject site is bordered by asphalt surface
residential streets, curbs, gutters and sidewalks along its Montego frontage.
The development's main entry is oriented towards Montego Drive (southeast).
Additional improvement detail is discussed in the Description of Improvements
section of this appraisal.

Montego Drive is a wide, two-lane northeast to northwest residential street.
Street improvements include asphalt paving, concrete curbs, gutters and
sidewalks. The subject site is served by all utilities including water (City of
Walnut Creek), natural gas and electrical power (Pacific Gas & Electric) and
telephone (Pacific Bell).

ACCESS AND EXPOSURE: The subject site can be accessed from Montego Drive, a
secondary northeast to northwest residential arterial through eastern Walnut
Creek. The subject is located approximately two blocks southeast of Ygnacio
Valley Boulevard, just west of La Casa Via and 1.5 miles east of Highway 680.
Partial visibility of the subject is possible from Ygnacio Valley Boulevard but
visibility from Montego Drive is limited because of surrounding development and
the varying topography of the immediate neighborhood.
   24
EASEMENTS AND ENCUMBRANCES: According to the older 11/30/89 title report
illustrated in the Addenda of this report, the subject is not affected by any
significant easements or encumbrances. The site is affected by a City access
easement along its southwesterly boundary and circulation road and normal
utility easements which do not affect the improvements as existing. The subject
is also impacted by an access easement along its western driveway. The access
easement was granted to the former owner of the subject site and was designed to
allow this owner access to land to the north of the subject (or parcel A per the
survey map). As noted in the special conditions section of this report, the site
was formerly required to accept 20% "very low and low" income residents as a
condition for the $3,696,000 favorable HUD financing obtained in 1978. This
restriction was reportedly lifted when the subject's current owner purchased
Montego Heights Lodge in 1989. However, the benefit from the remaining term of
the favorable financing was assumed by the current owners.

ZONING: The subject is classified as a limited care complex for ambulatory
senior citizens and is allowed in a C-O (Limited Commercial District) zone. The
subject development was built in 1978 and has been operating on the subject site
as a legal conforming use since that time.

The subject is currently licensed for 200 assisted living beds with the
California Department of Health Services as a residential facility for the
elderly, also known as residential care or assisted living. This licensing
allows the subject to offer nonmedical daily living assistance to these
residents.

EXCESS LAND: None. The subject is fully built out to the developable portions of
its property limits. In June, 1995, the subject was approached by the owner of
the site adjacent to the subject (Parcel A), who offered to purchase
approximately 9,122 square feet of the northerly portions of the subject site
for $38,000. This offer was rejected by the subject owners who indicated a
willingness to discuss only 5,822 square feet of the site subject to HUD and
City of Walnut Creek approval. This approval is needed as the 5,822 square feet
requested currently contain parking spaces for the subject. The potential buyer
has some negotiating leverage over the subject, in that they have an existing
access easement across the subject site as noted above.

Given the tight parking situation on the subject site, City approval is
problematic. The subject owners, though not making a counter offer, are thinking
of a $10 to $12 per square foot purchase price, suggesting a maximum of $69,864
($12/SF x 5,822 SF) in extra land value. Despite the above discussion, this
report does not add the value of any excess or extra land due to the early
stages of this negotiation, the great uncertainty over sale price, the
resolution of the parking issue and other conditions. In our opinion, a buyer of
the subject in July, 1995 would not pay a material amount for this potential
exchange.
   25
                              TAXES AND ASSESSMENTS


Since passage of Proposition 13, or the Jarvis-Gann Initiative, in 1978, real
property has been assessed at its 1976 value, trended upward at a maximum rate
of 2% annually, unless there is a transfer of ownership or new construction.
When either of these occur, the property is reassessed at full market value.
Furthermore, Proposition 13 limits annual taxes to 1%, plus a small amount for
bonded indebtedness of the assessed value.


                                                                           
Assessor's Parcel No.:              140-250-024 (Contra Costa County)

Assessed Value 1994-95:
                                    Land                                         $2,381,350
                                    Improvements                                 $6,714,326
                                    Personal Property Equipment                  $  549,791
                                                                                 ----------

                                    Total                                        $9,645,467
                                                                                 ==========

1994-95 Tax Rate:                   1.0371%

1994-95 Taxes:                      $101,205.94 (includes $1,172.82 in direct
                                    assessments)

Status:                             Current and paid as due. Our cash flow
                                    projections of stabilized real estate taxes
                                    assumes a sale and reassessment of the
                                    subject to market value ($8,200,000) at
                                    July, 1995 (does not include value created
                                    by favorable financing).


   26
                           DESCRIPTION OF IMPROVEMENTS

The discussion of the improvements addressed below was accumulated through our
site inspection, a review of limited site plans and through discussions with the
subject's administrator. Detailed architectural drawings were not available.

GENERAL TYPE: The existing main improvement known as Montego Heights Lodge
consists of one 2 to 4 story, multi-tiered 169-unit, good quality, Class D
retirement apartment building containing 99,897 square feet of gross building
area. The facility contains 169 units currently configured for a maximum of 192
beds. The U-shaped main building improvement surrounds an open courtyard located
at the base of the large knoll. Located to the northwest and northeast are two
open paved parking areas.

AGE: The subject improvements were constructed and completed in 1978. Since
1978, the subject has been operating as an independent living senior facility.
In the Spring of 1990, the subject underwent an approximate $500,000
renovation/upgrading that included new furniture and equipment, new
wallpapering/painting, reconfiguration/upgrading of office space and some common
areas. Beginning in November 1990, the subject became licensed by the Department
of Social Services to provide assisted living to residents in 200 beds.

Our site inspection noted a normal amount of wear and tear for a 17 year old
building and no material deferred maintenance. The subject improvements have an
estimated total economic life of about 45 years. A chronological and effective
age of about 17 years suggests a remaining economic life of about 28 years.

SIZES:  The subject has the following component sizes and unit mix:



                                                             Unit
                                             No. of          Size
              Unit Type                      Units           S.F. (est.)        Total S.F.
              ---------                      ------          ----               ----------
                                                                       
              A Studios                         63           296                  18,648

              B Studios                         75           391                  29,325

              One Bedroom                       31*          687   (avg.)         21,297
                                              ----                                ------

              Total                           169                                 69,270  (69.3%)

              Common Areas/Circulation                                            30,627  (30.7%)
                                                                                  ------

              Gross Building Area                                                 99,897
                                                                                  ======


*the subject was originally built with 200 studio units in total, however, 62 of
these units were converted into 31 "one bedroom" (combined studio units) units
for the current mix.
   27
STRUCTURAL AND EXTERIOR: The subject improvements are constructed on a
multi-tiered concrete slab foundation with a 1-story (central entry wing),
2-story (east wing), and 4-story (west wing) wood frame construction under a
sloping clay tile roof. Building exterior consists of stucco, protruding wood
balcony decks and wood trim. The building includes a small concrete block
basement/storage area.

Interior walls are wood frame and painted or wallpapered gypsum board. The main
common areas, hallways and room exteriors are carpeted. Unit baths have vinyl
tile. Ceilings in units are painted gypsum board with common area ceilings and
hallways consisting of dropped acoustical tile with hanging incandescent and
fluorescent light fixtures. The entire development is fully sprinklered with
smoke and heat alarms. Units include French doors leading to the balconies and
patios and sliding windows in aluminum frames.

MECHANICAL: The development has average lighting and plumbing fixtures. HVAC in
the units consist of individual room heating. HVAC in common areas features hot
water boiler central forced air heating system. The subject also features an
intercom system with paging. The development includes three elevators. Four
stairwells are located throughout the improvement.

INTERIORS: Based on our site inspection, the interiors appear to be functional
for congregate senior apartment use. Unit plans are presented on a following
page. The facility includes 169 apartment units with separate baths. The unit
mix was originally a combination of small (296 SF) and large studios (391 SF).
62 of these units were combined to create 31 one bedroom/suite units with two
living rooms and two baths (two rooms joined by a door in adjoining wall).

Each living unit contains a full bath area with grab bars and a sink with a
built-in cabinet, vanity and water closet. Each unit also contains two emergency
pull cords, one each in the bath and living area. The units also contain a small
kitchenette which consists of a sink, two burners and a half-refrigerator. Each
unit has its own outdoor wood picket balcony or patio.

The focal point of the development is the facility's common areas located on the
centrally located one story ground floor. The facility's main entry area
includes the lobby, a reception desk and administrative offices. The common
areas include a card room, library, theater with stage, television room,
activity room, beauty salon and general store. The subject also has six resident
lounges. Laundry rooms with washers and dryers for the residents are located on
each floor. The subject also has an employee lounge and restroom and linen
closets. The facility's dining area has a tastefully decorated restaurant
atmosphere with a maximum seating capacity for approximately 224 individuals.

PARKING AND LANDSCAPING: With the exception of 12 spaces located underneath
carports, site parking is located in two individual open paved parking areas on
east and west of the development accessed from Montego Drive. There are
approximately 100 parking spaces (0.59/unit) located in the parking areas. There
is a carport for 12 cars located in the eastern parking area. Additionally,
there are four individual spaces located under apartment units in the front of
the improvement. The facility entry is formed by a concrete turnaround facing
Montego Drive.
   28
                               SUBJECT PHOTOGRAPHS

                                   Dining Room

                            Typical Interior Corridor
   29
                               SUBJECT PHOTOGRAPHS

                             Typical Unit Interiors
   30
                               SUBJECT PHOTOGRAPHS

                              Rear Courtyard/Aviary

                      Northern Boundary of Site, View West
   31
                               SUBJECT PHOTOGRAPHS

                                Rear Parking Area

                               Main Entry Driveway
   32
Approximately 30% of the site is landscaped with mature trees, flowering
perennials, landscaped berms along Montego Drive, bushes and grass. Facility
landscaping is centered in the open courtyard north of the U-shaped Improvement
and common area and at the base of the large knoll dominating the northern
portion of the site. The courtyard includes a fully stocked fish pond and
aviary. Concrete walkways surround the site's highly variable topography.
Overall site landscaping is above average.

CONCLUSION: In our opinion the subject property's exteriors, common area
interiors, landscaped areas and parking appear average and competitive for
residential retirement uses. The subject's relatively small units are typical of
1970's senior housing construction with a more limited unit mix and modest
common areas. The subject would fall into the middle to lower middle tier of
local senior housing projects. The subject also has a larger number of
units/beds than typical (especially for an ARV property). Our site inspection
noted no material deferred maintenance and an average to good condition
reflecting the subject's 17 year old effective age.
   33
                                 MARKET ANALYSIS

INTRODUCTION

The elderly are by far the fastest growing population segment, whether expressed
in percentage increase or actual number of persons. Although not as well
documented statistically, the elderly have more money than ever before because
of social security, pension programs, savings and the substantial increase in
the market value of their residences. Most of them are active and in reasonably
good health. This increased health and life expectancy lends them to seek life
enriching activities through an independent lifestyle that provides assistance
when needed.

INDUSTRY OVERVIEW

The housing industry for the elderly can be classified by the three major types
of buyers: the active elderly (go-gos), intermediate (slow-gos) and the person
who needs constant care (no-gos). Active retirees want recreational amenities
with the housing they buy. They want a golf course, tennis courts, swimming
pool, walking and bicycle path, saunas and spas. They want to be near good
places to eat and to be able to enjoy a wide range of cultural activities and
travel opportunities.

Intermediate retirees want a congregate-type of lifestyle that allows them
independence yet gives them the opportunity to take part in quiet activities
such as arts and crafts. Retirees in this intermediate classification also will
look for transportation to shopping, banking or medical offices, some mild form
of recreational activities, such as swimming and golf, plus the opportunity to
socialize in a common dining room or lounge area.

Retirees who need constant care are concerned with medical assistance. They will
look for facilities that offer services and conveniences such as residential
care facilities which will make their lives more comfortable. Also, they will
want a medical center where they can go when their health fails. The subject
property would be targeted at the intermediate and less active elderly.

From a real estate and financial perspective, housing for the elderly is complex
to analyze as they usually represent a combination of other businesses. The
major types of homes for the elderly include:

         Adult Congregate Living Facilities (ACLF): Specially planned, designed
         and managed multi-unit rental housing typically with self contained
         apartments. Supportive services such as meals, housekeeping,
         transportation, social and recreational activities are usually
         provided. In California, these facilities are not licensed.

         Assisted Living Facilities (ALF) (personal care or residential): Group
         living arrangements that provide staff supervised meals, housekeeping
         and personal care (assistance with bathing and medication) and private
         or shared sleeping rooms. These facilities are generally licensed and
         must meet designated operating standards including minimum staff
         requirements. In California, these facilities must be licensed by the
         California Department of Social Services, Division of Community Care.
   34
         Care Facilities (skilled nursing or intermediate care): Skilled nursing
         and intermediate care facilities (commonly known as nursing homes) are
         both operated under the guidance of a licensed administrator with
         licensed nurses and aids providing around the clock nursing care,
         generally one step below that offered at an acute care hospital. In
         California, these facilities must be licensed with the California
         Department of Health Services.

         Life Care Complex (life care community, continuing care, campus
         complex): A housing development planned, designed and operated to
         provide a full range of accommodations and services for older adults,
         including independent living, congregate housing and medical care.
         Residents may move from one level to another as their needs change.
         Life care complexes typically charge a buy-in fee (sometimes
         refundable) in addition to a monthly maintenance fee for services. In
         California, life care contracts must be approved by the State
         Department of Insurance.

         Retirement Village: Developments that offer, home ownership and rental
         units for older persons. Support services often are available for a
         fee.

The subject is a currently existing 169 unit (192 current bed configuration)
licensed assisted living (ALF) facility. This suggests that 23 of the subject
units are currently configured for 46 semiprivate beds. The subject is licensed
to accept 112 nonambulatory residents (200 assisted living bed licensing total).

Congregate housing such as the subject is a combination of: a) an apartment
project; b) a hotel offering meals, cleaning and transportation facilities; c) a
social club offering activities; and d) a supporting living environment
providing assisted living amenities (help with bathing, medication, mobility) as
needed. A summary of subject amenities is provided on the following page.

MARKET DEFINITION

Our experience in analyzing congregate housing development indicates that these
facilities have a total market area ranging from a 5 to 30 mile radius from the
site. This area represents a reasonable driving distance for relatives and
friends and also reflects the fact that the elderly do not move great distance
when choosing the congregate housing option. Perhaps more important than a
strict definition of market area based on distance, is the overall character of
the development's environment, whether it is urban, suburban or small
town/rural. In our opinion, the primary market area for the subject site extends
approximately 5 miles outward from the site in all directions. This would
include most of the suburban area of central Contra Costa County including all
of Walnut Creek and Alamo and portions of Pleasant Hill, Concord and Lafayette.
These areas are not only located in close geographic proximity to the site, but
each is a similar, upper middle income bedroom community. This definition of
market area is consistent with the former residences of subject residents.

RETIREMENT HOUSING SUPPLY

During the course of our appraisal, we have identified those existing and
proposed elderly retirement facilities in the primary market area which may be
considered somewhat competitive
   35
to the subject property. Our census of potentially competitive congregate rental
housing facilities impacting the total market area is presented on the following
pages. Photographs of the rent comparables are illustrated in the Addenda of
this report.

Each of the surveyed congregate facilities is a for-profit housing development
offering two or three meals daily, weekly maid service and many recreational
opportunities. Most of the properties surveyed offer licensed assisted living on
an as needed basis. The properties can be characterized as follows:

BOTH CONGREGATE AND ASSISTED LIVING (MOST SIMILAR TO SUBJECT)

              1.    Kensington Place
              2.    Valley View Lodge
              3.    Byron Park
              5.    Chateau Pleasant Hill
              11.   Villa San Ramon

ASSISTED LIVING ONLY

              4.    Family Affair
              6.    Eden Villa (Alzheimers/heavy care)
              7.    Concord Royale
              8.    Diablo Lodge
              9.    Moraga Royale
              10.   San Ramon Lodge

The subject would be most similar to those projects offering both congregate and
assisted living services although it has an overall quality, age and living
environment comparability to Comparable No. 7 (Concord Royale) which only
accepts the frailer, assisted living resident. Like the subject, this project
was built in the late 1970's and has an all studio unit mix.

Of the congregate/assisted projects, the subject would be most similar to the
older projects with more similar unit mixes such as Comparable No. 2 (Valley
View Lodge) - a sister ARV project and Comparable No. 5 (Chateau Pleasant Hill).
Valley View Lodge in particular, is similar to the subject in target market and
in the a la carte assisted living program. However, this project has a less
monolithic unit mix and better layout than the subject. It is also located
adjacent to two nursing homes one block from Rossmoor, a competitive advantage.
Comparable No. 5 (Chateau Pleasant Hill) has a more varied unit mix than the
subject and a slightly superior living environment. The other more comparable
congregate/assisted projects surveyed are generally newer projects (Comparable
Nos. 1 - Kensington Place, 3 - Byron Park and 11 - Villa San Ramon) with a more
varied unit mix and a generally superior living environment to the subject. The
subject would be competitively placed in the tier of projects below these newer
properties.

The assisted living projects are generally less directly comparable to the
subject as they target the older, frailer senior exclusively. Of the projects,
as noted Concord Royale would be most similar to the subject. Comparable No. 8 -
Diablo Lodge, is one of the higher quality assisted living
   36
                              MONTEGO HEIGHTS LODGE
                    CENSUS OF MARKET AREA ACLF/AL FACILITIES



                                                                           Congregate
                                                                          (ACLF) Units       Assisted Living (AL) Units
                                 Age/                                  -----------------   -----------------------------
                                 Miles     Total                        Monthly            Monthly
                                 From     Units/   Unit    Size-       Rental -  Rental/   Rental -        Semi-           Reported
No.  Name/Location              Subject  AL Beds   Type    S.F.        Private    S.F.     Private        Private  % SSI  Occupancy
- ---  -------------              -------  -------   ----    ----        -------   -------   -------        -------  -----  ---------
                                                                                         
1.   Kensington Place            1988/    176/44   1BR     450-560      $1,885   $3.37-     +$300-         N/A        0%     100%
     1580 Geary Blvd.            1.5                                             $4.19      $1,000
     Walnut Creek                                  2BR     760-820      $2,830   $3.45-
                                                                                 $3.72

2.   Valley View Lodge           1975/    62/96    Studio  390          $1,375   $3.53      +$150-        +$150-      0%      96%
     1228 Rossmoor Parkway       2.5               Alcove  533          $1,750   $3.28      $1,000        $1,000
     Walnut Creek                                  1BR     571          $1,950   $3.42
                                                   SP                   $1,175

3.   Byron Park                  1991/    187/19   Studio  431          $1,575   $3.65      $2,850          N/A       0%      98%
     1700 Tice Valley Blvd.      2.6               1BR     614-834      $1,850-  $3.00-     $3,300
     Walnut Creek                                                       $2,500   $3.01
                                                   2BR     877-1316     $2,600-  $2.51-     $4,250
                                                                        $3,300   $2.96

4.   Family Affair Ret.          1975/   120/160   Studio  450-500       Not Available      $2,000-       $1,800      0%      WND
     1081 Mohr Lane              2.5                                                        $2,200
     Concord

5.   Chateau Pleasant Hill       1985/    112/38   Studio  400          $1,295-  $3.24-   +$300-$500        N/A       0%      99%
     2770 Pleasant Hill Road     3.0                                    $1,700   $4.25
     Pleasant Hill                                 1BR     500          $1,650-  $3.30-
                                                                        $2,000   $4.00

6.   Eden Villa                  7-95/    36/72    Studio  300 (est.)    Not Available      $2,450-       $1,650-     0%       3%
     2015 Mt. Diablo Boulevard   1.5                                                        $2,750        $1,950           (Opened
     Walnut Creek                                                                         (shared bath)                      7/95)
                                                                                            $2,650-
                                                                                            $2,950
                                                                                          (private bath)

7.   Concord Royale              1979/   120/196   Studio  250 (est.)    Not Available      $1,200-         $850-    25%      98%
     4230 Clayton Road           4.5                                                       $1,800          $950
     Concord

   37
                             MONTEGO HEIGHTS LODGE
                    CENSUS OF MARKET AREA ACLF/AL FACILITIES
                                  (CONTINUED)



                                                                            Congregate
                                                                           (ACLF) Units    Assisted Living (AL) Units
                                 Age/                                   -----------------  --------------------------
                                 Miles     Total                        Monthly            Monthly
                                 From      Units/  Unit     Size-       Rental -  Rental/  Rental -     Semi-          Reported
No.  Name/Location              Subject  AL Beds   Type     S.F.        Private    S.F.    Private     Private  % SSI  Occupancy
- ---  -------------              -------  -------   ----     ----        -------   -------  -------     -------  -----  ---------
                                                                                      
8.   Diablo Lodge                1990/   118/118   Studio   360         $1,795-   $4.99-   +$300-        N/A      0%      100%
     950 Diablo Road             6.0                                    $2,095    $5.82    $1,000
     Danville                                      1BR      490         $2,195-   $4.48-   (avg.)
                                                                        $2,495    $5.09

                                                   2BR      658 (avg.)  $2,695-   $4.10-
                                                                        $2,895    $4.40

9.   Moraga Royale               1987/    95/182   Studio   525           Not Available    $1,600-     $  850     0%       98%
     1600 Canyon Road            7.5                                                       $2,200
     Moraga

10.  San Ramon Lodge             1991/    40/60    Studio   219-365       Not Available    $2,000-     $1,500-    0%       86%
     1888 Bollinger Canyon Rd.    10                                                       $2,500      $1,800
     San Ramon

11.  Villa San Ramon             1992/   120/120   Studio   400          $1,650-  $4.13-   $2,750        N/A      0%       99%
     9199 Fircrest Lane           11                                     $1,795   $4.49
     San Ramon                                     1BR      500-552      $1,825-  $2.85-   $2,850        N/A
                                                                         $1,995   $3.65

                                                   Lg. 1BR  700          $2,000-  $2.86-
                                                                         $2,300   $3.29
                                                   2BR      850          $2,595-  $3.05-   $3,600      $1,600
                                                                         $2,795   $3.21

S.   Montego Heights Lodge       1978/   169/192   Studio   296-391      $1,100-  $3.58-   +$150-      +$150-     8%       87%
     1400 Montego Way              -                                     $1,400   $3.72    $1,000      $1,000
     Walnut Creek                                  1BR      687          $1,750   $2.55
                                                   SP                    $  825-
                                                                         $  850

   38
projects in the local market and in the entire region. Comparable No. 6 (Eden
Villa) is a recently opened project (a converted nursing home) which targets the
heavier care and Alzheimer patient.

Our survey of local jurisdictions noted no other active proposed senior housing
projects which would pose an imminent competitive threat to the subject. The
overall occupancy of the 11 projects surveyed is a strong 96.2% (not including
the recently opened Comparable No. 6 - Eden Villa).

RETIREMENT HOUSING DEMAND

To measure the theoretical size of the subject's target market, we have analyzed
demographic statistics obtained from Urban Decision Systems for the relevant
target area market which extends about 5 miles outward from the subject site. We
obtained income by age population estimates and projections for this area in
1995 and 2000. Our analysis is as follows:

1)       Determines the number of households over a minimum age, 75, and minimum
         income requirement, over $15,000, from 1995 population estimates and
         2000 population projections. These parameters establish the different
         scenarios for calculating the market saturation rates;

2)       Calculates total market saturation rates required to fill the subject's
         192 beds and all other existing competitive senior facilities
         (estimated at 1,779 beds);

3)       Evaluates the market environment of the subject property given the
         calculated saturation rates.

Our experience in comparable markets, indicates the following regarding
saturation rates.



                                     Estimate of Overall
      Saturation Rate                  Market Demand
      ---------------                -------------------
                                  
          0 - 10%                    Lightly Competitive
         10 - 20%                    Moderately Competitive
         20 - 30%                    Heavily Competitive
           30%+                      Extremely Competitive



Our calculated market saturation rates (near 30%) for the subject market area
suggest a heavily competitive market. Overall, the subject market area can be
characterized as having a large supply of older generation retirement units
serving a very large (due to Rossmoor) and affluent, and growing age and income
eligible senior population. It is important to note that saturation analysis is
only a tool used to measure overall market saturation. It does not consider any
potential competitive advantages that a specific facility might offer.
Saturation rates can also be calculated using different factors/scenarios. Our
methodology of calculating market saturation rates is based on our experience in
analyzing the feasibility of numerous congregate senior housing developments.
   39
CONCLUSIONS

Overall, we noted the following regarding the market environment of Montego
Heights Lodge:

1)       The calculated saturation rates suggest a heavily competitive market
         environment. However, market area occupancy rates are strong at most
         projects although the subject has a soft census. This is due to its
         older age, large number of units and monolithic unit mix. The overall
         average occupancy of all projects surveyed was about 96%. The market's
         strong demographics (size, affluence) are countered somewhat by a weak
         local economy which makes seniors on fixed incomes more hesitant to
         consider the congregate senior housing option and less likely to
         recognize paper losses on homes which have declined in value from 1989
         peaks;

2)       The subject has a current occupancy of 87% and rising in the past 12
         months. The subject has established a market position as a well run,
         middle market project with reasonable rents. The subject's physical
         plant is below average in comparison to the other comparable projects
         in its market. Most of the locally competitive projects are newer and
         have a less institutional living environment and more varied unit mix
         than the subject. The subject is also somewhat competitively hurt by
         its greater distance from the Rossmoor senior subdivision, with its
         significant concentration of seniors;

3)       The subject market area is projected to experience a good increase of
         13.4% (7,986/7,045) in the age and income eligible target market in the
         next five years;

4)       The subject is owned and operated by ARV Housing Group, one of the
         leading owner/operators in highly saturated market areas;

5)       The subject offers assisted living amenities on an a la carte basis
         (three different levels of assisted living care) which is not typical
         in the market area (most other projects charge one flat higher rent).
         This is a competitive advantage for the subject as residents only need
         pay for assisted living amenities when needed and at the level needed.

These specific conclusions are addressed more fully and used to project pro
forma income and expense cash flows in the Income Approach section of this
report.
   40
                              HIGHEST AND BEST USE


Highest and best use is defined as that use, from among reasonably probable and
legally alternative uses, found to be physically possible, appropriately
supported, financially feasible, and which results in the highest land value.
The highest and best use concept must also give recognition of that use to
community environment and to community development goals, in addition to wealth
maximization of individual property owners.

The highest and best use of the land or site, if vacant and available for use,
may be different from the highest and best use of the existing improved
property. This will be true when the improvement is not an optimum use and yet
makes a contribution to total property value in excess of the value of the land
only. In order to determine the property's highest and best use, it is necessary
to analyze the factors discussed below.

AS VACANT

The site's physical characteristics are similar to those found throughout the
area in terms of size (average), topography (sloping), exposure (fair) and
access (fair). The total land area is large enough to support most other types
of development and it is located near but not on a major thoroughfare. The site
is probably too small for a lower density residential subdivision. Therefore,
the site's physical characteristics do not seem to limit many development
alternatives.

The subject site is currently zoned C-O, a commercial office/professional zoning
classification. This is not inconsistent with other mixed use development along
Montego Drive to the east (including medical offices and a nursing home, both
within the sphere of influence of the nearby John Muir Hospital), but is not
consistent with our experience with the zoning of most sites for senior housing
(usually high density residential). The subject is an appropriate transitional
land use to apartments to the west and south. It is likely that Walnut Creek
would allow many alternate light office, institutional and residential uses on
the subject site. The subject's 40.2 units per acre density is misleading due to
its small, all studio unit mix. Extreme high density residential or retail land
uses are unlikely for the site. Finally, the site itself is not known to be
affected by significant easements or encumbrances.

In determining which possible use of the land represents the highest and best
use of the site, we have analyzed those physical and legal factors affecting the
site. It is then necessary to analyze not only the feasibility of potential
alternate development but determine which types of these developments is
maximally feasible. Our analysis of the congregate housing market in the area
indicates a strengthening local market and generally good occupancies, including
the subject's below average current 86% occupancy. Also, a large increase in the
number of age and income eligible seniors over the next five years suggests
adequate long term demand for well run projects like the subject. The subject is
a profitable project though it is in the middle to lower tier of senior housing
facilities in its market. The subject, if it can be filled, would be more
feasible than alternate residential uses due to its higher margin per unit and
higher density. The subject is also more profitable than almost all possible
institutional land uses. However, uncertainties about the depth of the local
market demand for smaller, lower rent units, a competitive market and a flat
   41
regional economy suggest that the subject (or any alternate commercial/apartment
land use) would not clearly be built in 1995. Few to no senior housing projects
have been built anywhere in California in the last five years although this is
beginning to change in 1995. An owner of the subject site would probably develop
a senior housing use on the site although the decision is not clear. Therefore,
in our opinion, the highest and best use of the site as vacant in early 1995 is
probably to develop a senior housing project on the subject site.

AS IMPROVED

Our experience in comparable projects indicate that a senior project of 192 beds
is more than large enough to achieve operating economies of scale. In fact, the
subject's larger number of units has been factor in its inability to achieve
higher occupancies. Higher densities for the site would generate difficulties in
meeting parking and density requirements with Walnut Creek. Also, short term
demand for additional middle market assisted living units probably does not
exist in the local market as indicated by the subject's SSI census and
occupancy.

Considering the factors noted above, the purpose of this appraisal (to value the
subject as is) and because the subject improvements clearly add value over and
above the land alone, we have concluded that the highest and best use of the
site, as improved, is probably as the subject site as built and operating. The
existing improvements and living environment are competitive and functional for
congregate and assisted living uses. The subject's overall quality, unit mix and
unit sizes (though not optimal given their smaller size and limited variety),
common areas, parking and landscaping are average to below average in the local
senior housing market which is dominated by several newer projects.
   42
                                 SITE VALUATION


In order to estimate the fair market value of the subject site, a Sales
Comparison Approach is utilized. Recent sales and listings/offers of vacant land
considered somewhat comparable to the subject in location, zoning, and utility
were analyzed. Adjustments are made as necessary for: date of sale, location,
financing terms, physical characteristics such as size, shape, utilities and
topography, and development limitations such as zoning restrictions, easements
and encumbrances.

A number of sales were reviewed in order to determine the market value of the
subject site. We have considered the sales of local vacant land sites with
somewhat comparable land uses, zoning and locations. In general, we noted few
recent vacant land sales in the area due to the lack of recent development
activity. Those sales that were considered most comparable are presented in a
summary grid on a following page and detailed in the Addenda of this report.

Comparable Sale No. 1 is a current listing located at the southeast corner of
Ygnacio Valley Road and Tampico, adjacent to the subject to the northwest. The
43,560 square foot parcel is currently being listed for $653,400 or $15.00 per
square foot. The site was to be combined with Sale No. 2 for a medical office
building and 12 townhomes development. These plans were recently terminated and
this parcel was relisted for sale. The site has major thoroughfare frontage and
a smaller size, both factors suggesting downward adjustment to the subject.

Comparable Sale No. 2 is located along Ygnacio Valley Road, next Sale No. 1 and
just north of the subject. The 43,996 square foot site was formerly in escrow
(the contracted sale price was not disclosed) with Sale No. 1. The site was
formerly listed for sale at $550,000 or $12.50 per square foot. The site has yet
to be relisted for sale. Like Sale No. 1, the site's major street frontage and
smaller size suggests downward adjustment to the subject although it has no
current (and none would likely be allowed) access from Ygnacio Valley Road. This
site was to be combined with Comparable Sale No. 1, however, due to lack of
access to the site, the pending sale fell through.

Comparable Sale No. 3 is located at 123 Brodia Way about five blocks southeast
of the subject. The 49,658 square foot parcel sold in March, 1995 for $720,000
or $14.40 per square foot. The site is zoned for low density residential and
several single family lots are available for sale in the adjacent area. In
comparison to the subject, this site requires downward adjustment for its
smaller parcel size and upward for its less intensive zoning and land use
(despite its R-4 zoning).

Comparable Sale No. 4 is located at 3073 N. Main Street, about 1.5 miles
northwest of the subject near the northern Walnut Creek city limits. The 44,431
square foot site sold in December, 1993 for $19.06 per square foot. The site was
developed with 36 apartments although it is zoned for a commercial use in a
mixed use commercial/residential neighborhood, along a major thoroughfare.
Downward adjustment to the subject is suggested by its smaller parcel size,
level topography and major street frontage and location in a commercial area
despite a similar land use and density to the subject.
   43
                             MONTEGO HEIGHTS LODGE
                               VACANT LAND SALES




                                                                                                                        
                                                                                            Sale Price                 Proposed
                                Sale                         Size-SF       Proposed       --------------               Density -
No.  Location/APN               Date         Sale Price      (Acres)     Development       SF        Unit     Zoning   Units/Acre
- ---  ------------               ----         ----------      -------     -----------       --        ----     ------   ----------
                                                                                            
1.   SEC Ygnacio Valley Road    Listing      $  653,400       43,560     Unknown         $15.00       N/A      P-D         N/A
      & Tampico                                               (1.00)
     Walnut Creek
     140-026-024

2.   Ygnacio Valley Road,       Formerly     $  550,000       43,996     12 Townhomes    $12.50       N/A      C-O         N/A
      East of Tampico           in Escrow   (Old Listed       (1.01)     (Portion)
     Walnut Creek                 (1995)       Price)
     140-026-021

3.   123 Brodia Way             3/95         $  720,000       49,658     Low Density     $14.50       N/A      R-4         N/A
     Walnut Creek                                             (1.14)     Residential
     140-170-006-5

4.   3073 N. Main Street        12/93        $  850,000       44,431     36 Apartments   $19.06     $23,611    C-C        35.3
     Walnut Creek                                             (1.02)
     184-462-018

S.   1400 Montego Drive           -              -           213,180     169 Senior        -          -        C-O        40.2
     Walnut Creek                                         (4.89 gross);  Housing Units
     140-250-024                                             182,952
                                                           (4.20 net)

   44
Before adjustment, the sales discussed above indicate a sale price per square
foot range of approximately $12.50 to $19.06. The above adjustments to the
comparable sales can be summarized as follows:



                 Sale Price/
Comp No.             SF        Material Adjustment
- --------         -----------   -------------------
                         
   1               $15.00      Downward (list/sale price differential, major street frontage, parcel size)
   2               $12.50      Downward (list/sale price differential, major street frontage, parcel size)
                               Upward (no site access)
   3               $14.40      Downward (parcel size);
                               Upward (density)
   4               $19.06      Downward (parcel size, zoning, location, topography)



The overall degree of comparability of these sales to the subject is only fair
reflecting the lack of recent comparable vacant land sales in the immediate
area. Overall, Comparable Land Sale Nos. 1 and 2 are most similar to the subject
in location, but neither reflects on actual consummated sale transaction. Sale
No. 3 is somewhat similar to the subject in location but has a less intensive
land use. Sale No. 4 has a density similar to the subject, but is located on a
heavily travelled street and is located in a commercial area. All of the sales
are smaller parcels than the subject.

After considering the specific location and density of the subject site and the
evidence provided by the adjusted comparables and recent trends in land values,
it is concluded that the fair market value of the fee simple interest for the
subject site as of July, 1995, is at a rate of $15.00 per square foot, or for
the subject's 182,952 net square feet, an overall site value of $2,744,280
($15.00/SF x 182,952/SF) or $16,238 per unit.
   45
                                  COST APPROACH


The Cost Approach considers an estimate of the fair market value of the land,
the direct and indirect replacement costs (new) of the improvements,
entrepreneurial profit, and accrued depreciation from all causes. Land value is
taken from the Site Valuation section of this appraisal. Sources for replacement
costs of improvements include: (1) Cost bids or reported actual recent cost of
the subject; (2) Actual costs of recently completed comparable improvements; (3)
Local contractors' opinions; (4) Marshall and Swift Computer Data Base; and, (5)
Marshall and Swift (monthly updated) Cost Manual. Entrepreneurial profit is a
necessary element in the motivation to construct improvements. In estimating any
accrued depreciation, the appraiser takes into consideration: age, condition,
functional utility, detrimental external factors, and any existing leases with
contract rent below fair market (economic) rent. The sum total of land costs,
direct improvement costs, indirect costs and entrepreneurial profit is the
estimated replacement cost new. Subtracting any required depreciation from the
replacement cost new indicates the value by the Cost Approach.

DIRECT COSTS

The estimated building cost per square foot replacement cost new in 1995 for the
subject improvements is derived from the Marshall Cost Data Service (and
comparable projects as a part of total costs) as calculated below:



                                                         Class D,
                                                      Average Quality
                                                   Home for the Elderly
                                                    (Sec. 11, Page 17)
                                                   --------------------
                                                
                 Base Cost/SF                            $    54.16
                 Sprinkler Adjustment                          1.20
                 HVAC Adjustment                              (1.20)
                                                         ----------
                                                         $    54.16

                 Location Multiplier                     x     1.23
                 Time Multiplier                         x     1.05
                                                         ----------

                 Adjusted Base Cost/SF                   $    69.95

                 Square Footage - GBA                    x   99,897
                                                         ----------

                 Adjusted Base Cost                      $6,987,559
                                                         ==========



The indicated base rate for the replacement cost new per square foot in 1995 for
the existing improvements is $69.95. Our estimate of the base building cost on a
per square foot basis includes architectural and engineering fees, overall
construction financing cost and operational
   46
overhead. They do not include unusual construction and fixtures, loan points,
pre-marketing costs, furniture and city/public utility fees.

In addition to the adjusted base construction for the building improvements, an
allowance for furniture and equipment was included to arrive at total direct
construction costs of the development. The allowance for furniture and equipment
was estimated using an analysis of the Marshall Cost Manual allowance and
industry experience (as shown below) or $2,500 per unit ($422,500 for 169
units).

INDIRECT COSTS

Indirect Costs - In addition to these direct building costs, we have estimated
indirect costs at 7% of total direct building costs. Indirect costs include
legal/accounting/appraisal fees, loan fees, premarketing advertising and
promotion, city/public utility fees and a contingency fund.

The above estimates reflect a replacement cost new (without land or profit) of
$8,120,863 or $81.29 per square foot or $48,052 per unit. This is compared using
an overall reasonableness test (no specific adjustment is made) to other
recently built comparable congregate senior projects as follows:



                                                         Total             Total
                         No. of                         Cost/SF         Cost/Unit          FF&E
Project                  Units     Location           (w/o Land)*       (w/o Land)*        Unit
- -------                  ------    --------           -----------       -----------        ----
                                                                            
Windsor ALF                75      Windsor              $111.89          $71,904           $3,333
Park Ridge                 93      Vallejo              $79.40           $71,138           $2,688
Palm Court                100      Culver City          $97.41           $84,000           $3,000


*Includes FF&E, shown separately for comparison purposes.

The estimated replacement cost new for the subject is within the lower end of
the range of the costs incurred at these similar projects on a square foot basis
and well below the range on a per unit basis which is reconcilable given the
subject's smaller units sizes, more modest quality and all studio unit mix (one
bedrooms are combined studios).

Finally, an entrepreneur or developer will typically expect to be compensated
for the time, money, and risk expended in bringing a project to a completed
income producing unit. Profit typically ranges from 10% to over 25% of the total
construction and land costs, depending on the type of property, anticipated
absorption or stabilization period, risk, and the size of the project. A modest
allocation of 10% for entrepreneurial profit or toward the bottom of the range
is considered appropriate for the subject given that the highest and best use of
the subject as vacant in 1995 is to probably develop a senior housing project
although this decision is not clear cut. The large number of subject units, its
more monolithic unit mix and current overall market conditions mute the
project's rent/profit potential as evidenced by the subject's lower estimated
stabilized occupancy.
   47
DEPRECIATION

Our site inspection noted no material physical curable or economic depreciation.
We did, however, note the following forms of depreciation.

Physical Incurable Depreciation - An amount for physical incurable depreciation
(or the normal wear and tear on improvements as they age) is appropriate
considering the subject's 17 year chronological and effective age, calculated as
follows:



                                                              Direct Building
                                                                    Cost              FF&E
                                                              ---------------      ----------
                                                                             
         Base Cost New                                           $6,987,559        $  422,500
         Plus:  Indirect Cost Allocation                         x     1.07        x     1.07
         Plus:  Profit Allocation                                x     1.10        x     1.10
                                                                 ----------        ----------

         Depreciable Base                                        $8,224,357        $  497,283
         Depreciation Estimate (per MVS)                                 25%               50%
                                                                 ----------        ----------

         Total Physical Incurable Depreciation                   $2,056,089        $  248,641
                                                                 ==========        ==========

                                                                       Total       $2,304,730
                                                                                   ==========



The depreciation percentages are based on our site inspection and Marshall
Valuation estimates considering the subject's current 17 year old effective age
(5 years for FF&E considering ongoing replacement) and 45 year old total
economic life (10 years for FF&E). Physical incurable depreciation must be
deducted from estimates of cost new to arrive at an as is valuation.

Functional Incurable Depreciation - As mentioned throughout this report, the
subject's large number of units and monolithic unit mix are factors in the
subject's lower estimated stabilized occupancy and less favorable competitive
market position. These influences were factors in our conclusion of a 90%
stabilized occupancy rate for the subject as discussed in the Income Approach
section of this report. In our opinion, the capitalized value of the lost income
from the higher vacancy is a reasonable approximation of the lost value
attributable to the subject unit mix. This is calculated as follows:
   48

                                                                  
         Projected Stabilized Occupancy (90%) - No. of Beds              172.8
         Market Area Typical Occupancy (95%) - No. of Beds               182.4
                                                                      --------

         Excess Beds (Small Units)                                         9.6

         Estimated Annual Lost Revenue ($1,305/Month)                 $150,336

         Less:  Expenses Savings (25%)                               ($ 37,584)
                                                                     ---------

         Estimated Annual Lost Income                                 $112,752
                                                                      ========

         Capitalized Value                                                 .12
                                                                      --------

         Estimated Functional Incurable Depreciation                  $939,600
                                                                      ========



SUMMARY

Our estimate of value by the Cost Approach is summarized on the following page
with an indicated value conclusion as is, in July, 1995 of $8,707,327, called
$8,700,000.
   49
                              MONTEGO HEIGHTS LODGE
                  COST APPROACH CALCULATION (CALCULATOR METHOD)


                                                                                  
Total Land Value (182,952 Net SF @ $15.00/SF)                                           $ 2,744,280

DIRECT BUILDING COSTS

Building Cost                                                  $6,987,559
Furniture & Equipment
(169 Units @ $2,500/each)                                         422,500
                                                              -----------
Total Direct Building Costs                                                             $ 7,410,059
                                                                                        -----------

Total Direct Building and Land Costs                                                    $10,154,339

Indirect Costs - 7%                                                                     $   710,804
                                                                                       ------------

Total Construction and Land Costs                                                       $10,865,143

Plus Entrepreneurial Profit @ 10%                                                       $ 1,086,514
                                                                                        -----------

Total Cost New (Including Land)                                                         $11,951,657

LESS DEPRECIATION

Physical Curable                                                        0
Physical Incurable                                            ($2,304,730)
Functional Curable                                                      0
Functional Incurable                                             (939,600)
External Obsolescence                                                   0
                                                            -------------
Total Depreciation                                                                     ($ 3,244,330)
                                                                                       -------------

Indicated Value, Cost Approach, As Is                                                   $ 8,707,327
                                                                                        ===========

                                                                Rounded to              $ 8,700,000

   50
                                 INCOME APPROACH

The Income Approach is based upon the economic principle that the value of a
property capable of producing real estate income is the present worth of
anticipated future net benefits. The net income projection is translated into a
present capital value indication using a capitalization process. There are
various methods of capitalization that are based on inherent assumptions
concerning the quality, durability, and pattern of the income projection.

Our Income Approach analysis applies an overall capitalization rate to the
subject's projected net income over the next 12 months. This method was
considered appropriate as the subject is currently operating at a stabilized
cash flow (occupancy and expenses). A discounted cash flow model was not
considered of primary usefulness in valuing the subject for the following
reasons:

1)       buyers of properties like the subject typically do not use discounted
         cash flow analyses;

2)       because the subject is a stabilized property, a discounted cash flow
         model would simply be inflating revenues and expenses at a fixed rate
         and then canceling out the inflation estimate using an appropriate
         discount rate. In other words, if properly applied, a discounted cash
         flow analysis would arrive at the same value estimate as applying an
         overall capitalization rate methodology.

Net income is calculated by subtracting a vacancy and credit allowance and all
fixed and operating expenses from the indicated gross income. The methods
utilized to estimate gross income, vacancy, expenses and an overall
capitalization rate are discussed in detail in the following paragraphs.

PROJECTION PERIOD

In our analysis of the subject's net income, we have utilized a projection
period of 12 months (7/95 to 6/96) which reflects a stabilized cash flow and
occupancy level. Based on this premise, the owner of the property will enjoy the
net proceeds of sale (reversion) at July, 1995 based on the projected July, 1995
to June, 1996 net income. The theory is that the investor purchasing the
property in July, 1995 would be more interested in the anticipated net income in
their first year of ownership than they would be in the previous year's income
prior to their ownership.

POTENTIAL GROSS ANNUAL INCOME

In estimating the potential gross annual income for the subject property over
the projection period, we have reviewed the current rent roll and prepared our
own survey of the properties considered to be most competitive and comparable to
the subject. This survey was presented in the Market Analysis section of this
appraisal and summarized on a following page.

The operators of the subject property have achieved the rental census and
occupancy as summarized on the following page. The June, 1995 census reveals an
occupancy of 86.5% or 166 beds out of a maximum current configuration of 192
beds. This occupancy represents an increase from the low 80%'s over the past 12
months.
   51
                              MONTEGO HEIGHTS LODGE
                    SUMMARY OF SUBJECT RENT CENSUS @ 6/19/95



                                   Private-1BR    Private-Studio     Semi-Private        SSI           Total
                                     (Units)         (Units)            (Beds)          (Beds)         -----
                                   -----------    --------------     ------------       ------         
                                                                                      
Number Units - Rented                  23               104               26              13          166(86.5%)
Rent Range                        $1,750-$1,850    $1,100-$1,400     $825-$1,113         $691        $691-$1,850
Rent Average                         $1,777           $1,337             $972            $691          $1,290

Potential Total Rent-Rented         $490,440       $1,668,300         $303,180         $107,796       $2,569,716

Number Units - Vacant (1)               1               18                5                2          26(13.5%)
Rent Range                            $1,750       $1,325-$1,400      $825-$850           $691       $691-$1,750
Rent Average                          $1,750          $1,358             $843             $691         $1,223

Total Potential Rent-Vacant          $21,000         $293,400          $50,600          $16,584        $381,584

Total Units/Beds                       24               122               31               15          192(100%)
Gross Potential Rent-Total          $511,440        $1,961,700         $353,780         $124,380      $2,951,300
Per Unit/Bed                         $1,776           $1,340             $951             $691          $1,281



NOTES:

(1)  Vacant units include:

     Private 1BR - Unit 326/28 (1 Unit);

     Private Studio - Units 101, 149, 157, 204, 215, 218, 241, 264, 266, 268, 
     301, 308, 339, 403, 414, 424, 427, 428 (18 Units);

     Semi-Private - Beds 103, 135, 142, 144, 221, 262, 265 (7 Beds); allocated
     to SSI in ratio of currently leased beds.
   52
Our review of the subject's rent roll revealed a relatively variable range of
rentals with several units having different rents. Discussions with the current
operator noted that individual monthly rents were a function of the unit
location, when the resident entered the subject and negotiation of the rent when
entered. All SSI rents are fixed by governmental agency at $691 per month and
not market determined.

The comparison of the subject rents (with and without the average assisted
living surcharge) to the market area projects surveyed accumulates the monthly
rental of all facilities, the average of the 11 projects surveyed and the most
comparable projects to the existing Montego Heights Lodge. Of the projects
surveyed, Comparable Nos. 2 - Valley View Lodge (a sister ARV project), 5 -
Chateau Pleasant Hill and 7 - Concord Royale would be most similar to the
subject in age, scale, amenities, quality and unit mix.

Overall, the subject's private room rents (with and without the assisted living
surcharge) are generally within the range of the most comparable properties and
below the average (for both congregate and assisted living) of all facilities.
The subject's congregate studio and one bedroom rents are slightly below the
average of all projects surveyed (about 15% to 20%). Congregate semiprivate
living is generally not offered at other projects (with the exception of Valley
View Lodge, an ARV sister project). The subject's average assisted living rents
are also below the average for semiprivate and private rooms (also about 15% to
20%). Because the subject offers a la carte pricing for its assisted living
amenities, residents can effectively choose their rent level (the assisted
living surcharge) as their living assistance needs vary or change.

In our opinion, the most compelling evidence that the subject's rents are market
rents (and not above or below) is the subject's recent occupancy history and its
current occupancy, which is 87% (and rising) at the current rents. In our
opinion, the subject's rents have not been material factors in keeping occupancy
below the more typical 92% to 95%. The subject's lower rents are reasonable
given the subject's age and condition, large number of units and more monolithic
unit mix.

Therefore, given the above discussion, in our opinion, the subject's current
monthly average rents represent market rental rates and are used in our pro
forma estimate of income and expenses shown on a following page. All subject
rents (the average per unit/bed type noted above) are forecast to increase 2%
during the 7/95 to 6/96 projection period, reflecting market conditions and the
subject's history. The 2% estimate in the next 12 months represents an average
4% rent increase applied at each resident's move-in anniversary date which are
assumed to occur evenly over the next 12 months. SSI rates are conservatively
forecasted to remain at current levels in the next 12 months. Our cash flow
estimates are shown gross or before a vacancy and collection factor.

The above rents are base rents for unlicensed congregate living services. This
rent does not include assisted living surcharges which are billed to residents
on an a la carte basis. Currently, the subject charges for these extra amenities
on a case by case basis with an approximate average of $450 extra per month for
medication monitoring, help with bathing and doing personal laundry. Currently,
about 51 residents pay for living assistance at an approximate average of $439
extra rent per month. Our cash flow projections for the subject estimate a
stabilized 31% gross
   53
                             MONTEGO HEIGHTS LODGE
                           COMPARATIVE RENT ANALYSIS

ACLF - CONGREGATE RENTS



                             Private - 1BR                                 Private - Studio
                ----------------------------------             ----------------------------------
                Comp. No.             Monthly Rent             Comp. No.             Monthly Rent
                ---------             ------------             ---------             ------------
                                                                           
                      1                 $1,885                       2*             $1,400-$1,700
                      2*                $1,850                       3                 $1,575
                      3              $1,850-$2,500                   5*             $1,295-$1,700
                      5*             $1,650-$2,000                   8              $1,795-$2,095
                      6              $2,195-$2,495                  11              $1,650-$1,795
                      8              $2,195-$2,495
                     11              $1,825-$2,300

Range                                $1,650-$2,500                                  $1,295-$2,095
Average                                 $2,070                                         $1,658




AL - ASSISTED LIVING RENTS



                      Private - 1BR                     Private (Studio)                    Semi-Private
             ------------------------------     ------------------------------      -----------------------------
             Comp. No.         Monthly Rent     Comp. No.         Monthly Rent      Comp. No.        Monthly Rent
             ---------         ------------     ---------         ------------      ---------        ------------
                                                                                     
                   1          $2,185-$2,885           2*         $1,550-$2,700            2*        $1,000-$1,850
                   2*         $2,000-$2,850           3             $2,850                3         $2,150-$2,850
                   3             $3,300               5*         $1,595-$2,200            4            $1,800
                   4          $2,000-$2,200           6          $2,450-$2,950            5*        $2,495-$3,495
                   5*         $1,950-$2,500           7*         $1,200-$1,800            6         $1,650-$1,950
                   8          $2,495-$3,495           8          $2,095-$3,195            7*          $850-$950
                  11             $2,850               9          $1,600-$2,200            9             $850
                                                     10          $2,000-$2,500           10         $1,500-$1,800
                                                     11             $2,750               11            $1,600

Range                         $1,950-$3,495                      $1,200-$3,195                       $850-$3,495
Average                          $2,633                             $2,291                             $1,724






                                     Private - 1BR           Private - Studio           Semi-Private
                                     -------------           ----------------           ------------
                                                                               
Subject Rented Beds -
 Subject Range                       $1,750-$1,850             $1,100-$1,400             $825-$1,113
 Subject Average                     $1,777/$2,227**           $1,337/$1,787**           $972/$1,422**
                                     (23 Units)                (104 Units)               (26 Beds)
Subject Vacant Beds -
 Subject Range                         $1,750                  $1,325-$1,400              $825-$850
 Subject Average                     $1,750/$2,200**           $1,358/$1,808**           $843/$1,293**
                                      (1 Unit)                 (19 Units)                (6 Beds)



*Comparable Nos. 2 - Valley View Lodge; 5 - Chateau Pleasant Hill; and 7 -
Concord Royale are most similar to the subject.

**Includes average assisted living surcharge of $450 per month.
   54
utilization (60 beds gross) of assisted living amenities at stabilization,
calculating to the following gross assisted living surcharge income:



                           Avg. Surcharge/       Resident           Projected
         Period               Month/Bed         Utilization       Annual Income
         ------            ---------------      -----------      --------------
                                                        
    at 6/95                      $439             51 (net)               -

    at 7/95 to 6/96              $450             60 (gross)         $324,000




In addition to total potential gross room revenue, we have included
miscellaneous income at 1.5% of effective gross income reflecting historical
receipts for guest meals, processing fees, extra services to residents, and
beauty shop income.

VACANCY AND COLLECTION LOSSES

Our cash flow projections deduct a total vacancy and collection loss in the
stabilized projection period as follows:



                                                  Average         Average
                                                 Occupancy        Vacancy
                                                 ---------        -------
                                                            
             As Is at 6/95                         86.5%           13.5%

             7/95 to 6/96 (Stabilization)          90.0%           10.0%



The above estimate of stabilized occupancy/vacancy is meant to incorporate 172.8
residents or an occupancy/vacancy of 90.0% (172.8/192). This conclusion is
slightly above the current occupancy (166 beds) but is consistent with the
subject's recent occupancy trends, occupancies at similar projects and operator
projections. Because the difference in the currently occupied beds and our
stabilized estimate of occupied beds is small (7 beds) and the time needed to
achieve this additional occupancy is projected to take less than 6 months, in
our opinion, it is not necessary to specifically quantify a discounted cash flow
for a few months as the impact on the reported value conclusion would be
immaterial.

The higher than typical and average market vacancy factor (5% to 8%) reflects
the subject's occupancy history and current occupancy, discussions with the
current operator, the subject's competitive position and local market conditions
as reflected in the occupancies at similar projects in the market. The subject's
market position (lower rents in a more affluent market) and large number of beds
(including physical plant deficiencies) mitigate against a lower stabilized
vacancy estimate (or higher occupancy).
   55
OPERATING EXPENSES

In determining pro forma estimates of operating expenses, we have primarily
relied on the specific expense histories (1993, 1994, and four months of 1995)
and budget (1995) of the subject property as summarized on the following page
and the experience at comparable projects. The expenses enumerated below would
be those of a typical operator at the subject. We have summarized our expense
estimates as follows:

Real Estate Taxes - Real estate taxes are estimated to reflect an assumed sale
of the subject property and a reassessment at current market rates at July, 1995
($8,200,000 times the tax rate of 1.0371% plus approximately $1,173 in direct
assessments). This real estate tax expense reflects taxes that would have to be
incurred by a buyer of the subject wherein the subject would be reassessed to
market value;

Insurance - estimated at 1.0% of effective gross income, reflecting typical
charges for liability/fire insurance, historical costs incurred, and the fixed
nature of this expense;

Management - estimated at 5% of effective gross income reflecting the current
typical or average industry charge which would be appropriate for the subject
considering its average complexity of operation;

General and Administrative - estimated at 12% of effective gross income;
representing additional on site costs incurred to manage the subject including
salaries and benefits for the administrator and assistants and all miscellaneous
costs to operate the subject (office supplies, miscellaneous rentals);

Utilities - estimated at 7% of effective gross income, which is consistent with
historical costs incurred. Includes all common area and unit utility costs
(telephone, electric, gas, water, sewer);

Maintenance - estimated at 4% of effective gross income, including all
maintenance/security salary and supplies (including land maintenance and pest
control), derived from historical expenses;

Activities/Transportation - all social/recreational service costs including
salaries and supplies (including van service) are estimated at 2% of effective
gross income;

Marketing - all advertising, marketing and sales expenses are estimated at 2% of
effective gross income. This allocation is higher than typical but reflects the
subject's lower occupancy, high turnover (relative to all senior properties) and
weak local real estate conditions, requiring a more intensive marketing effort;

Housekeeping - estimated at 6% of effective gross income to include salaries,
supplies, for both an internal laundry and linen service and housekeeping and
consistent with historical costs incurred;
   56
                              MONTEGO HEIGHTS LODGE
                          HISTORICAL INCOME AND EXPENSE



                                                              Historical                                          
                               ------------------------------------------------------------------------           Operator
                                                                         4 Months                                   Goal
                               Year Ending          Year Ending            Ending              1995                Budget
REVENUES                          12/93                12/94              4/30/95            Annualized             1995
- --------                       -----------          -----------          ---------          -----------          ----------
                                                                                                  
Rental Income                  $ 2,409,320          $ 2,424,953          $ 871,676          $ 2,615,028          $ 2,736,955
Assisted Living Income             224,506              271,387             95,162              285,486              396,000
Non-Operating Revenue          $    40,777          $    38,982          $  13,569          $    40,707          $    34,862
                               -----------          -----------          ---------          -----------          -----------

Total Revenues                 $ 2,674,603          $ 2,735,322          $ 980,407          $ 2,941,221          $ 3,167,817

EXPENSES (1)

Real Estate Taxes              $   103,349          $   110,291             (2)                  (2)             $   104,494
Insurance                           28,252               31,714             (2)                  (2)                  35,251
G&A                                 37,374               60,293             (2)                  (2)                  59,794
Utilities                          199,945              191,180             (2)                  (2)                 193,440
Payroll/Benefits                   866,227              913,460             (2)                  (2)                 962,563
Maintenance                         78,684               80,636             (2)                  (2)                  76,320
Activities                          17,004               14,889             (2)                  (2)                  17,697
Marketing                           21,991               26,654             (2)                  (2)                  28,100
Laundry & Linen                     17,121               12,974             (2)                  (2)                  18,738
Dietary                            230,260              222,738             (2)                  (2)                 241,106
Supplies                            52,634               48,343             (2)                  (2)                  50,904
                               -----------          -----------          ---------          -----------          -----------

Total Operating Expense        $ 1,652,841          $ 1,713,172          $ 596,591          $ 1,789,773          $ 1,788,407
                                     (61.8%)              (62.6%)            (60.9%)              (60.9%)              (56.5%)

Net Operating Income           $ 1,021,762          $ 1,022,150          $ 383,816          $ 1,151,448          $1 ,379,410
                               ===========          ===========          =========          ===========          ==========+


NOTES:

(1)   Does not include management fee or replacement reserves.

(2)   Detail not available.
   57
Dietary - estimated at anticipated dietary costs to a typical operator or $8.50
per day per resident (172.8 occupied beds x $8.50/day x 365 days). This estimate
includes all dietary related salaries and benefits and cost of food. These
estimates are within current industry averages and historical costs incurred;

Personal Care - estimated at 6.0% of effective gross income to include all
salaries and supplies necessary to provide assisted living services to
approximately 31% of the residents (about $9.25 per resident day for 54
residents);

Replacement Reserve - estimated at 15% of the estimated furniture and equipment
cost new ($422,500 or $2,500 per unit) to include the annual reserve necessary
to replace furniture and equipment and other short lived capital items
(carpeting, painting). The stabilized estimate of $63,375 is equal to 2.1% of
the estimate effective gross income.

As shown, total stabilized expenses (not including management fees and reserves)
to a typical operator accumulate to 60.5% of effective gross income or $10,642
per occupied bed (172.8 beds). A comparison to similar congregate/assisted
living properties before management fees and reserves illustrates the following:



                                                                                        Inflated
                                                   Stabilized           Per             to 1995
                                 Location        Expense Ratio      Resident/Yr.        at 4%/Yr.
                                 --------        -------------      ------------        ---------
                                                                            
10 ARV Properties                California          61.7%          $ 9,782 (1994)       $10,173

13 Angeles
  Housing Properties             National            56.6%          $ 8,966 (1993)       $ 9,698

Greenhills                       Millbrae            55.7%          $ 8,234 (1992)       $ 9,262
Meadows                          Napa                56.3%          $ 8,418 (1992)       $ 9,469
Country Inn                      Fremont             52.5%          $ 7,718 (1992)       $ 8,682
Westmont                         Santa Clara         57.7%          $ 9,520 (1992)       $10,296
Canyon Hills Club                Anaheim             61.2%          $11,918 (1994)       $12,395
Courtyard                        San Marcos          51.6%          $ 9,181 (1993)       $ 9,930

6 Facility Averages                                  55.8%                               $10,006

Subject - 1993 Historical                            61.8%          $10,330
Subject - 1994 Historical                            62.6%          $10,575
Subject - 1995 Historical
  Annualized                                         60.9%          $10,847
Subject - 1995 Budget                                56.5%          $10,338

Subject Projected
  (7/95 to 6/96)                                     60.5%                               $10,642


   58
As illustrated, the projected expenses for the subject are slightly above the
average of the expense histories of the projects listed above and slightly below
the averages of 10 other ARV facilities. The subject will always have slightly
higher expenses on a percentage of income basis because of its lower revenue
base (smaller units, SSI census) and higher on a per patient basis due to the
location within a market area of higher operating costs/rents. Our projections
consider the experience at the comparable properties and historical costs
incurred.

On the following page, we have illustrated average annual operating costs per
unit as accumulated in a recent national survey of operating expenses for
various types of senior facilities including assisted living. The survey
indicated a median annual cost per unit of $10,577 before management fees
($11,541 total less $964 in management fees). This compares to our per unit
estimate for the subject of $10,882 ($1,839,081/169) in the next 12 months.

Finally, a reconciliation of our adjusted period one (7/95 to 6/96) projected
expenses to 1995 actual annualized expenses illustrates the following:


                                                                     
      Actual Total Expenses (1/95 to 4/95 Annualized)                   $1,789,773
                                                                        ==========

      Operator Budget (1995)                                            $1,788,407
                                                                        ==========

      Projected Total Expenses Per SLVS (7/95 to 6/96)                  $2,054,369

      Less:  Management Fees                                           ($  151,963)
      Less:  Replacement Reserves                                      ($   63,375)
                                                                        ----------

      Adjusted Projected Total Expenses (7/95 to 6/96)                  $1,839,031
                                                                        ==========

      Difference
          (over 1995 actual, reflects inflation, higher occupancy)         +2.8%
          (over 1995 budget, reflects inflation)                           +2.8%



CAPITALIZATION PROCESS

Because Montego Heights Lodge is being appraised as of June, 1995 wherein it has
reached a stabilized cash flow, we have utilized a procedure where the
stabilized net income for the period of July, 1995 to June, 1996 is capitalized
at a rate of 12.0% to get an indicated total property value at July, 1995. This
calculation is shown on a following page.

We have been involved in the analysis and valuation of numerous retirement
facilities around California which have generally exhibited overall
capitalization rates ranging from 11% to 15%. These are illustrated in sales of
comparable facilities in the Sales Comparison Approach of this report and are
summarized as follows:
   59


                          Comparable                        Indicated
         Sale No.          Property                          Cap Rate
         --------         ----------                        ---------
                                                      
             1            Oak Tree Villa                      12.3%
             2            El Camino Gardens                   11.2%
             3            Casa Sandoval                        9.0%
             4            Lomita Lodge                        12.2%
             5            Carson Oaks                         12.4%
             6            Park Ridge                          11.3%

                          Range                             9.0%-12.4%
                          Average                             11.4%

            25 Facility   Average                             12.5%



In April, 1995, Senior Living Valuation Services, Inc. conducted the second
annual survey of close to 300 participants in the senior housing industry
regarding their investment criteria or perception of criteria used in evaluating
different types of senior housing properties. The investment criteria survey
polled included capitalization rates, discount rates and returns on equity. A
copy of this survey is provided in the Addenda of this report. The survey
indicated a capitalization rate range of 9% to 16% and an average of 12.1% for
assisted living facilities. Though the survey is not definitive, it does provide
some market evidence of the investment criteria being used (or perceived to be
used) by industry professionals.

Another method of estimating a capitalization rate is the band of investment
weighted average technique. If the available mortgage terms are known, the debt
service or mortgage constant can be calculated, and if the equity dividend rate
required to attract equity capital is known or can be estimated, the overall
rate applicable in direct capitalization can be computed. Available mortgage
terms are 70% of value at 10.0% interest with an amortization term of 20 years
reflects market terms based on our experience of specific financing transactions
and recent national surveys of financing parameters for senior housing
properties. Based on these terms, the mortgage constant is .1158. The equity
dividend rate required to attract equity capital for properties similar to the
subject is approximately 15%. The indicated overall capitalization rate using
this approach is:

                               Band of Investment



                                            Portion                               Weighted
                                            of Value          Rate              Contribution
                                            --------          ----              ------------
                                                                         
                  Mortgage                   0.70  x         .1158                 .0811
                  Equity                     0.30  x         .15                   .0450
                                                                                   -----

                                             1.0   x         Overall Rate          .1261

                                                             OAR                   12.61%

   60
These sources of capitalization rates can be summarized as follows:



                                                                      Indicated
                                                                      Cap Rates
                                                                      ---------
                                                                   
                            6 Detailed Sales                             11.4%
                           25 Statewide Sales                            12.5%
                           SLVS Investment Survey                        12.1%
                           Band of Investment                           12.61%



Based upon the current characteristics of the subject, namely, its overall
average cash flow risk as reflected in its lower stable occupancy (90%) and cash
flow (including a lower risk SSI census) and considering the subject's market
position (below average rents, full assisted living licensing, older physical
plant and more monolithic unit mix), which is derived from the subject's
established niche as a middle market, average quality assisted living project in
the area, and considering the affluent local market, we have concluded that
12.0% or toward the middle portion of the approximate range is an appropriate
capitalization rate for the subject property.

SUMMARY

Our estimate of value by the Income Approach is summarized on the following page
and produces an indicated value for the subject property as is, at July 14, 1995
of $8,215,767, rounded to $8,200,000 ($48,521/unit).
   61
                              MONTEGO HEIGHTS LODGE
                    PRO FORMA INCOME/EXPENSE & CAPITALIZATION



                                                                           Projected
                                                                          Stabilized
                                                                          (7/95-6/96)
                                                                       
Average Occupancy                                                             90.0%(172.8 Beds)
Average Net Rental (All Beds)                                                $1,305

Potential Gross Rent Income -

  1BR Private - 24 Units @ $1,811/Mo. Avg.                                 $  521,669
  Studio Private - 122 Units @ $1,367/Mo. Avg.                              2,000,934
  Semiprivate - 31 Beds @ $970/Mo. Avg.                                       360,856
  SSI - 15 Beds @ $691/Mo. Avg.                                            $  124,380
                                                                           ----------

Potential Gross Rent Income                                                $3,007,839

Plus:  Assisted Living Surcharges (60 Beds @ $450/mo.)                     $  324,000
Plus:  Miscellaneous Income (1.5% of PGRI)                                 $   45,118
                                                                           ----------

Potential Gross Income                                                     $3,376,957

Less:  Stabilized Vacancy & Collection Losses - 10%                       ($  337,696)
                                                                           ----------

Effective Gross Income                                                     $3,039,261




                                             % of EGI
                                             --------
                                                                     
Expenses -
  Real Estate Taxes                               -                        $   86,215
  Insurance                                     1.0%                           30,393
  Management                                    5.0%                          151,963
  G&A                                          12.0%                          364,711
  Utilities                                     7.0%                          212,748
  Maintenance                                   4.0%                          121,570
  Activity & Trans.                             2.0%                           60,785
  Marketing                                     2.0%                           60,785
  Housekeeping                                  6.0%                          182,356
  Dietary                                    $8.50/PRD                        536,112
  Personal Care                                 6.0%                          182,356
  Replacement Reserves                            -                        $   63,375
                                                                           ----------
Total Expenses                                                             $2,053,369

                                                                              (67.6%)

Stabilized Net Operating Income                                            $  985,892
Capitalization Rate                                                               .12
                                                                           ----------

Capitalized Value (Fee Simple)                                             $8,215,767
                                                                           ==========

                                                  Called                   $8,200,000

                                                  Per Unit                 $   48,521

   62
                            SALES COMPARISON APPROACH

The Sales Comparison Approach is a method of comparing the subject property to
recent sales and/or listings of similar types of properties located in the
subject or competing areas. Each of these sales must be analyzed to establish
estimate elements of comparability. The reliability of this technique depends on
1) the degree of comparability between the subject and the sales properties; 2)
the length of time since the sales were consummated; 3) the accuracy of the
sales data; and, 4) the absence of unusual conditions affecting the sale.

On the following page, we have included 25 sales of congregate senior housing
properties which can be considered somewhat similar to the subject. The purpose
of including this listing is to provide the reader with some context of western
US senior housing sales beyond those specifically discussed below. This
additional information can be helpful because of the special purpose nature and
general illiquidity of the senior housing market. Some of the sales in the last
18 months represent REO's. Some project buyers present in today's market are
still "bottom fishing" where distressed properties can be purchased at
substantial discounts from replacement cost. However, these buyers have a
shrinking supply of properties available to choose from. This has resulted in an
overall trend of decreasing cap rates (higher sale prices). Those more recent
transactions considered most comparable to the subject are summarized on the
following page and discussed in greater detail in the Addenda of this report.
The sale prices noted below are discussed and reported on a sale price per unit
(total going concern) basis.

Comparable Sale No. 1 is Oak Tree Villa in Scotts Valley which just recently
sold in June, 1995 for $11,900,000 or $58,900 per unit. The 202
congregate/assisted living project, built in 1988 was only 72% occupied at the
date of sale with an indicated cap rate at a full occupancy of 12.3%. The
project has a high quality physical plant although it is located in a relatively
less densely populated area (20 mile south of Silicon Valley; about 5 miles
north of Santa Cruz). 20% of the units of this project are allocated to low
income (HUD) residents.

Comparable Sale No. 2 is El Camino Gardens in Carmichael which sold in May, 1995
for a contracted price of $9,350,000. An estimated $650,000 in deferred
maintenance makes the effective sale price of the project approximately
$10,000,000 or $34,965 per unit. This 286 ACLF/112 ALF, 1984 built project, was
about 82% occupied at the time of sale and has an average physical plant. The
property had an indicated cap rate at a stabilized occupancy of 11.2%. The
property was purchased by entities affiliated with the subject owner (ARV
Housing). The lower cap rate of this sale is partially explained by the buyer's
plans to substantially upgrade the property in order to increase the assisted
living census.

Comparable Sale No. 3 is the February, 1995 sale of Casa Sandoval which sold at
auction for $15,000,000 or $63,205 per unit. The 1989 built, Hayward project
includes 238 total units. The property was only 81% occupied at the sale date,
reflecting a slightly forced sale due to the financial difficulties of the prior
owner. The property was underperforming at the date of sale and the buyer plans
an aggressive conversion of many units of the project to assisted living. The
overall quality of this project is average despite its newness. The indicated
cap rate of the sale has been estimated at a low 9.0% at a stabilized occupancy
(before consideration of any assisted living conversion).
   63
                             MONTEGO HEIGHTS LODGE
                           COMPARABLE IMPROVED SALES






                                                                                                               Indicated
                                        Age/No.      Sale                    Price/    Sale        Occupancy    Overall
No.  Name/Location                      of Units     Date    Sale Price      Unit     Price/SF      @ Sale        Rate
- ---  -------------                      --------     ----    ----------      -----    --------     ----------   -------
                                                                                       
1.   Oak Tree Villa                      1988/       6/95    $11,900,000    $58,911   $69.19        72%          12.3% (1)
     100 Lockwood Lane                   202
     Scotts Valley, CA

2.   El Camino Gardens                   1984/       5/95    $10,000,000    $34,965   $62.19        82%          11.2% (1)
     2426 Garfield                       286
     Carmichael, CA

3.   Casa Sandoval                       1989/       2/95    $15,000,000    $63,025   $69.23        81%           9.0% (1)
     1200 Russell Way                    238
     Hayward, CA

4.   Lomita Lodge                       1970's/     12/94    $1,350,000     $51,923   $135.00       81%          12.2% (1)
     225 N. Lomita                        26
     Ojai, CA

5.   Carson Oaks                         1989/       7/94    $4,200,000     $55,263   $66.95        95%           12.4%
     6725 Inglewood Avenue                76
     Stockton, CA

6.   Park Ridge                          1991/       7/94    $5,785,000     $62,204   $68.10        55%          11.3% (1)
     2261 Tuolumne                        93
     Vallejo, CA


     (1)  Estimated at 92% occupancy
   64
Comparable Sale No. 4 is the December, 1994 sale of Lomita Lodge, a small
assisted living project located in Ojai. The 26 unit project sold for $1,350,000
or $51,923 per unit. The property was originally built in the 1940's and
expanded in the 1970's. The project has high rents but was only 81% occupied at
the date of sale. The indicated cap rate at a stabilized occupancy is 12.2%.

Comparable Sale No. 5 is the July, 1994 sale of Carson Oaks, a 76 unit
congregate senior project located in Stockton (bought by the same buyer as
Comparable No. 1). Stockton is a Central Valley community with an overall
affluence below Livermore. The 1989 built project was purchased for $4,200,000
or $55,263 per unit. The project was 95% occupied at the date of sale. This
project has an overall average to above quality, a weak location (behind a
shopping mall) and can be considered a middle to upper middle market project.
The sale price suggested an estimated capitalization rate of 12.4%.

Comparable Sale No. 6 is the Park Ridge in Vallejo which sold in July, 1994 for
$5,785,000 or $62,204 per unit. The 93 ACLF (including 14 licensed assisted
living beds) is a recently built (1991), modern project in a generally less
affluent Bay Area suburb. The project was only 55% occupied at the date of sale
and has had a very difficult time leasing. The property could be considered
mildly distressed. This is attributable to several factors including a crowded
local competitive market, a weak real estate market and the project possibly
being too high end for its market. The indicated overall capitalization rate of
this sale at a 92% occupancy is estimated at 11.3%.

The comparables described above indicate unit values of between $34,965 per unit
to $63,025 per unit before adjustments. Overall, in reviewing these sales for
comparability to the subject, we observed significant differences. Most notably,
differences in location, physical plant, occupancy, and unit mix make direct and
precise comparison to the subject property difficult. Therefore, in our opinion,
the overall degree of comparability of these sales to the subject is only fair.
Nevertheless, after the adjustments described below, these comparables should
provide approximate parameters for an indicated value of the subject property.

The first adjustment to the comparable sales (the yet to stabilize Sale Nos. 1,
2, 3, 4 and 6) reflects the difference in the stabilized occupancy of the
comparables at their date of sale to the projected stabilized 90% occupancy of
the subject. The amount of the adjustment is interpolated assuming an
approximate 20% to 25% difference in value between an empty project and one that
is stabilized.

On a following page, we have also adjusted each of the comparable sales for the
difference in the ratio of net income per the total number of units. These
adjustments should provide an approximate value range from the subject. We have
adjusted each comparable by the ratio of the estimated stabilized net income per
unit of the subject ($5,834) to the net income per unit of the comparables. This
ratio should theoretically reflect differences in stabilized occupancy, location
and quality (through rents), unit mix and operating efficiencies (through
expenses).
   65
As illustrated, after adjustment, these sales indicate a value range for the
subject of $46,974 per unit to $59,374 per unit (less the outlying Sale No. 3).
This range provides approximate parameters for a value indication for the
subject. In our opinion, given the above adjustments, the indicated value of the
subject as is in July, 1995 is between $46,974 to $59,374 per unit, calculating
to a total indicated fee simple value using a Sales Comparison Approach of
$7,938,606 ($46,974/unit x 169 units) to $10,034,206 ($59,374/unit x 169 units),
rounded to $7,950,000 to $10,050,000.

As described in the Reconciliation and Conclusion section of this appraisal, due
to significant differences in location, occupancy, quality and amenities
package, our final value conclusion does not place great weight on this value
estimate reflecting the general lack of comparability, large adjustments and
wide range of indicated values.
   66
                             MONTEGO HEIGHTS LODGE
                     COMPARABLE IMPROVED SALES ADJUSTMENTS




                                   No. 1         No. 2         No. 3         No. 4         No. 5         No. 6
                                   -----         -----         -----         -----         -----         -----
                                                                                          
Sale Price Per Unit               $58,911       $34,965       $63,025       $51,923       $55,263       $62,204
  Before Adjustment

Occupancy Adjustment                  +10%           +5%           +5%           +5%         -              +15%

Net Income Per Unit                   -20%          +49%           +3%           -8%          -15%          -17%
  Adjustment (Subject (1)        ($ 5,834/     ($ 5,834/     ($ 5,834/     ($ 5,834/     ($ 5,834/     ($ 5,834/
  NOI/Unit/Comp/NOI/Unit          $ 7,256)      $ 3,923)      $ 5,653)      $ 6,314)      $ 6,851)      $ 7,020)
                                  -------       -------       -------       -------       -------       ------- 

Sale Price Per Unit
  After Adjustment                $51,842       $54,703       $68,162       $50,158       $46,974       $59,374
                                  =======       =======       =======       =======       =======       =======





                                                                
      Range (Less Outlying Sale No. 3):  $   46,974        -  $    59,374
                                         x      169 Units     x       169 Units
                                         ----------           -----------                                                          
                 Indicated Value Range:  $7,938,606        -  $10,034,206
                                         ==========           ===========
                                                          
                                Called:  $7,950,000       to  $10,050,000

                                                        
(1)  Subject stabilized NOI/Unit - $985,892/169 Units
   67
                        VALUATION OF FAVORABLE FINANCING


The preceding valuation assumes conventional market financing. However, the
subject includes favorable financing in the form of a deed of trust issued in
1978 ($3,683,200, 40 year note). The current balance due of the note is
approximately $3,446,920. The present value of this financing must be added to
our valuation estimates described above because a third party buyer of the
subject should be willing to pay for the debt service savings accruing from this
assumable note.

Our estimate of the effect of the favorable financing is illustrated on the
following page. These assumptions are as follows:


                                                         
                         Note Principal at 7/95:               $3,446,920
                         Interest Rate:                        7.5%, Fixed
                         Note Term:                            8/2018, Assumable

                         Conventional Financing
                         - Interest Rate:                      9.5%, Fixed



To calculate the value of this favorable financing, we have extensively surveyed
leading lenders (REITS, conventional banks, pension funds, FANNIE MAE lenders)
in the senior housing industry to determine a conventional financing interest
rate. The consensus of these lenders is that although conventional taxable
financing of any projects and senior projects in particular is still difficult
in mid 1995, that an average taxable interest rate of 9.5% to 10.0% would not be
considered unreasonable given the specialized nature of a senior housing
project. This is confirmed by a late 1994 survey of lenders as illustrated on
the following pages and supporting an approximate 9.5% to 10.0% loan rate for
senior housing properties. Therefore, considering recent downward trends in
interest rates for senior housing properties, we have estimated a current market
interest rate of 9.5%.

Our calculations estimate the present value of the remaining monthly interest
payment on net funds to be received from the bond financing discounted by the
market interest rate less an approximation of the incremental costs to be
incurred as part of the HUD financing compared to conventional financing (annual
audits) and the current value of the current balance of required reserves. The
total differential or contribution to value from the favorable financing is
estimated at $621,765, rounded to $625,000 as calculated on the following page.

COMPARABLE MARKET TRANSACTION

As noted in the Special Conditions section of this report, actual market
transactions involving the sale of senior housing properties and tax exempt
financing are rare. We are familiar with the August, 1992 of The Meadows,
located along Atrium Parkway in Napa. The 1988 built, 221 unit congregate
facility was sold by Sacramento Savings and Loan to Old Fellows of Napa, Inc. (a
not-for-profit) for $11,945,000 ($11,500,000 contracted sale price plus $445,000
sales transaction charges). The buyer partially funded the purchase with a
$6,500,000 tax exempt bond issue
   68
                                MONTEGO HEIGHTS LODGE
                           VALUATION OF FAVORABLE FINANCING


                                                                                 
Present value of financing at market rate (9.5%):                           $ 3,446,920

Present value of financing at below market rate (7.5%):

   Present value of $26,171 (1) monthly payment
   for 23.05 remaining years at 9.5% market rate                            $ 2,916,912
                                                                            -----------

Difference in present value of financing                                    $   530,008

Less:  $6,000/year annual HUD audit charges (through 2018)
        discounted to 7/95 @ 9.5%                                           ($   55,325)

Plus:  Present value of replacement reserve balance @ 7/95
        ($204,988) discounted to 7/95 @ 6.0% (9.5% market interest
        rate less 3.5% estimated interest earned on escrow funds)           $   148,326
                                                                            -----------

Net Difference in present value of financing                                $   623,009
                                                                            ===========

                                                        Called              $   625,000



(1)   Monthly payment for $3,683,200, 40 years, 7.5% interest rate plus reserve
      obligations.
   69
(floating interest rate, 30 year amortization). The value of this favorable
financing was estimated at $1,100,000 using the same market financing comparison
described above for the subject. This would suggest that the capitalized cash
flow or going concern value of the property was about $10,845,000 ($11,945,000
less $1,100,000). Our appraisal value of the subject's going concern value was
within 2% of this figure. This example provides some credibility (in addition to
a theoretical analysis) to the methodology and conclusions set forth above for
the subject.
   70
                          RECONCILIATION AND CONCLUSION



                                                                       Market Value
                                                                     As Is - 7/14/95
                                                                     ---------------
                                                                  
            Indicated Value, Cost Approach                             $ 8,700,000*
            Indicated Value, Income Approach                           $ 8,200,000*
            Indicated Value, Sales Comparison Approach                 $ 7,950,000-
                                                                       $10,050,000*


            *before addition of value of favorable financing


The development of a final estimate of value involves judgment in a careful and
logical analysis of the procedures leading to each indication of value. The
judgment criteria are appropriateness, accuracy and quantity of evidence.

The Sales Comparison Approach is most applicable when closely comparable
properties are bought and sold in the market on a regular basis. We relied on
the sales of somewhat comparable facilities to estimate value using this
approach. However, due to overall property type illiquidity, differences in
occupancy, location and components of income, direct comparison to the subject
property is difficult as suggested by the wide range of indicated values.
Considering these factors, the Sales Comparison Approach is considered to
produce a less reliable indication of value.

The Cost Approach is most applicable when the improvements are new or nearly new
and where a few number of subjective adjustments must be made to reflect
depreciation, if any. In estimating construction cost new, we relied on well
documented general cost information provided by the Marshall Valuation Service
which was generally supported by actual costs incurred at similar projects. Our
estimate of land value is somewhat supported by the sale of similarly zoned
vacant land parcels in the region. Adjustments for physical incurable and
functional incurable depreciation are approximations but were estimated using
reasonable analyses. Considering these factors and our Highest and Best Use
conclusions, the Cost Approach is considered to produce a less accurate
indication of value. This approach is also rarely relied on by investors in this
type of property.

The Income Approach is typically considered the strongest value indicator for
properties purchased primarily for their income producing potential. This
approach most accurately reflects the impact of stabilized occupancy rates for
properties such as the subject. Comparable market rental rates and an analysis
of the current census were available for the subject units to arrive at an
estimate of fair market rent and gross income. Expense data was substantiated by
historical data and comparable projects. Finally, our estimate of the
capitalization rate is appropriate reflecting current market trends and the
subject's overall average cash flow risk and market position. Overall, the
Income Approach is considered a strong and only truly reliable indicator of
value for the subject property.
   71
After considering the factors leading to each indication of value, the Income
Approach is considered to be the most appropriate for the purpose of this
appraisal. The Sales Comparison Approach is given little to no weight due to the
illiquidity of the market, shifting market trends and the wide range of
indicated values. The Cost Approach is also given little to no emphasis, based
on the deductions for depreciation and our highest and best use discussion. The
final market value estimate of the fee simple total going concern interest of
the subject property as is, on July 14, 1995, without the value of any favorable
financing, is:

             EIGHT MILLION TWO HUNDRED THOUSAND ($8,200,000) DOLLARS

The inclusion of an estimated $625,000 in value attributable to assumable
favorable financing suggest a total reported valuation of $8,825,000.
   72
              ALLOCATION OF FINAL VALUE DETERMINATION TO COMPONENTS


We have allocated our total going concern value determination to various
components including real estate, business and personal property value. To
allocate the going concern value estimate, we have utilized both the Cost and
Income Approaches to estimate a reliable and reasonable allocation to each
component. A summary of our allocation is illustrated below:

              Allocation of Final Going Concern Value Determination



                                                         As Is -
                                                         7/14/95
                                                         -------
                                                    
                  Total Going Concern Value            $8,200,000 (3)

                  Personal Property (1)                   200,000
                  Business Value (2)                    1,225,000
                                                       ----------
                  Real Estate Value                    $6,775,000
                                                       ==========


         (1)      FF&E estimated from Cost Approach estimates less accrued
                  depreciation.

         (2)      Business value estimated from the calculated difference in
                  value of the subject as is (full occupancy) compared to its
                  value as if it were vacant as shown below.

         (3)      Before addition of value of favorable financing.

The personal property value is taken from the Cost Approach estimates set forth
in Cost Approach section of this report. This estimate reflected a replacement
cost new of $2,500 per unit (total of $422,500 FF&E cost new for 169 units)
which must be adjusted to its current depreciated value. Given the estimated
five year old average age of the subject's personal property items and ongoing
replacement, we have estimated a 50% allocation for depreciation at 7/14/95 or
an as is value of $422,500 x 50% = $211,500, rounded to $200,000.

The business component of the subject value reflects the fact that the subject
is a business requiring specialized management services such as meals,
housekeeping and social activities represent complications in the operation of a
senior housing facility and require specific managerial expertise. An
appropriate method to estimate the business value component is to compare the
value of the subject as is ($8,200,000) as a fully operating stabilized property
to its estimated value as if it were empty, as estimated below ($6,975,000). The
estimated business value would be the difference in these values or $1,225,000.
   73
               Approximate Valuation of Subject As If Empty @ 7/95



                                              Period 1            Period 2             Period 3
                                             (7/95-6/96)         (7/96-6/97)          (7/97-6/98)
                                             -----------         -----------          -----------
                                                                             
           Average Occupancy                    36.0%               72.0%                90.0%

           Potential Gross Income            $3,376,957           $3,512,035           $3,652,517

           Effective Gross Income            $1,215,705           $2,528,665           $3,287,265

           Total Expenses                    $1,438,178           $1,923,050           $2,222,191
                                             ----------           ----------           ----------

           Net Income                       ($  222,473)          $  605,615           $1,065,074
                                             ==========           ==========           ==========

           Discounted Value                 ($  193,463)          $  457,906           $6,710,854
                                             ==========           ==========           ==========

                                                                      Total            $6,975,297
                                                                                       ==========

                                                                     Called            $6,975,000
                                                                                       ==========



Assumptions: 20% preleasing; 5.76 beds/month absorption; 4% annual rent
increases; stabilized expense estimated at 67.6% of stabilized effective gross
income; expenses decreasing from the stabilized period three at 4%/year for
inflation and also for lower occupancy by 10% in period two, 30% in period one;
12.0% terminal cap rate; 15.0% discount rate.

The real estate component is the remainder or residual of the final value
determination after a subtraction for the personal property and business value
components, or as illustrated for the subject: $6,775,000 at July 14, 1995, as
is, or 82.6% of the total going concern value. In our opinion, though these
allocations are estimates, they can be considered reliable and reasonable given
the analysis set forth above.
   74
                                MARKETING PERIOD


The subject's estimated marketing time is 6 months. This conclusion is based on
discussions with those brokers specializing in the sale of senior housing
projects, our knowledge of specific sale transactions (which have had widely
variable marketing times) and considering current market conditions and the
characteristics of the subject. Marketing times at several similar projects
indicate the following:


                                                              
                       Casa Sandoval        Hayward                 6 months
                       Fulton Villa         Stockton                4 months
                       Pacific Springs      Escondido/El Cajon      5 months
                       Park Ridge           Vallejo                 5 months



In our opinion, the subject would probably experience an average marketing time
(regarded as about 6 months). The majority of buyers of senior housing projects
are still seeking (and have fewer and fewer available opportunities) distressed
properties where large increases in cash flow value are possible. The subject is
not a distressed property given the projected 90% stabilized occupancy and as
such would have a lesser appeal to some market buyers (subject has some upside
potential in occupancy and its assisted living utilization could be increased).
Nevertheless, the subject would be viewed as a solid cash flow project with an
average physical plant (and a limited unit mix) in a good overall, affluent
location. The subject's most likely buyer would be a larger facility
owner/operator of other comparable congregate senior housing properties in
California (i.e. Holiday Retirement, Manor Care, Leisure Care, Capital Senior
Living, Brim, Health Care Group, etc.).
   75
                                  CERTIFICATION


 1.      We have no present or contemplated future interest in the real estate
         that is the subject of this appraisal report.

 2.      We have no personal interest or bias with respect to the subject matter
         of this appraisal report or the parties involved.

 3.      To the best of our knowledge and belief, the statements of fact
         contained in this appraisal report, upon which the analyses, opinions
         and conclusions expressed herein are based, are true and correct.

 4.      This appraisal report sets forth all of the limiting conditions
         (imposed by the terms of my assignment or by the undersigned) affecting
         the analyses, opinions and conclusions contained in this report.

 5.      This appraisal report has been made in conformity with and is subject
         to the requirements of the Code of Professional Ethics and Standards of
         Professional Conduct of the Appraisal Institute and is prepared in
         accordance with the requirements of the Office of the Comptroller of
         the Currency and the Uniform Standards of Professional Appraisal
         Practice.

 6.      Our compensation is not contingent on an action or event resulting from
         the analysis, opinions, conclusions reached or the use of this report.

 7.      The value estimates set forth in this report are not predetermined or
         based on any requested minimum valuation, a specific valuation or the
         approval of a loan.

 8.      The use of this report is subject to the requirements of the Appraisal
         Institute relating to review by its duly authorized representatives.

 9.      Mary Catherine Wiederhold, Appraisal Associate provided significant
         professional assistance to the person signing this report.

10.      As of the date of this report, Michael G. Boehm, MAI has completed the
         requirements of the continuing education program of the Appraisal
         Institute.

11.      A personal inspection of the property was made by Michael G. Boehm, MAI
         on May 9, 1995 and by Mary Catherine Wiederhold on July 14, 1995.
   76
12.      The concluded total going concern market value estimate of the fee
         simple interest of Montego Heights Lodge, including the value of
         favorable financing, is as follows:

         MARKET VALUE "AS IS" (JULY 14, 1995):

         EIGHT MILLION EIGHT HUNDRED TWENTY FIVE THOUSAND ($8,825,000) DOLLARS


SENIOR LIVING VALUATION SERVICES, INC.



- ----------------------------
Michael G. Boehm, MAI
   77








                                  A D D E N D A


   78
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                                       No. 1 -   Kensington Place
                                                 1580 Geary Boulevard
                                                 Walnut Creek

                                       No. 2 -   Valley View Lodge
                                                 1228 Rossmoor
                                                 Walnut Creek
   79
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                                       No. 3 -   Byron Park
                                                 1700 Tice Valley Boulevard
                                                 Walnut Creek





                                       No. 4 -   Family Affair Retirement
                                                 1081 Mohr Lane
                                                 Concord
   80
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                                       No. 5 -   Chateau Pleasant Hill
                                                 2770 Pleasant Hill Road
                                                 Pleasant Hill


                                       No. 6 -   Eden Villa
                                                 2015 Mt. Diablo Boulevard
                                                 Walnut Creek
   81
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                                       No. 7 -   Concord Royale
                                                 4230 Clayton Road
                                                 Concord

                                       No. 8 -   Diablo Lodge
                                                 950 Diablo Road
                                                 Danville
   82
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                                       No. 9 -   Moraga Royale
                                                 1600 Canyon Road
                                                 Moraga

                                       No. 10 -  San Ramon Lodge
                                                 18888 Bollinger Canyon Road
                                                 San Ramon
   83
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                                       No. 11 -  Villa San Ramon
                                                 9199 Fircrest Lane
                                                 San Ramon
   84
                        VACANT LAND SALE COMPARABLE NO. 1



                                    
         Location:                     SEC Ygnacio Valley Road & Tampico
                                       Walnut Creek, CA

         Assessor's Parcel No.:        140-026-024 (Contra Costa County)

         Sale Date:                    Listing

         Document No.:                 N/A

         Listing Price:                $653,400

         Size:                         43,560 Square Feet (1.00 Acres)

         List Price/SF:                $15.00

         Topography:                   Sloping

         Shape:                        Irregular

         Proposed Use/Density:         Medical Office Building

         Zoning:                       P-D

         Grantor:                      Alex Bobbin

         Grantee:                      N/A

         Terms:                        N/A

         Comments:                     This parcel was to be combined with Land
                                       Sale No. 2 for a medical office building
                                       and 12 townhomes; site has no Ygnacio
                                       Valley Road access though it is a corner
                                       parcel (at Tampico).

   85
                        VACANT LAND SALE COMPARABLE NO. 2




                                    
         Location:                     Ygnacio Valley Road, East of Tampico
                                       Walnut Creek, CA

         Assessor's Parcel No.:        140-026-021 (Contra Costa County)

         Sale Date:                    Formerly in Escrow

         Document No.:                 N/A

         List Price:                   $450,000 (previous list price)

         Size:                         43,996 Square Feet (1.01 Acres)

         List Price/SF:                $12.50

         Topography:                   Sloping

         Shape:                        Irregular

         Proposed Use/Density:         12 Townhomes (Portion)

         Zoning:                       C-O

         Grantor:                      Carolyn Mitchell

         Grantee:                      N/A

         Terms:                        N/A

         Comments:                     According to the broker, the development
                                       to build 12 townhomes and a medical
                                       office building (Montego Heights Lodge)
                                       on this site and the Sale No. 1 site fell
                                       through after the owners of the adjoining
                                       lot refused to allow development of the
                                       Lodge's parking lot for a driveway onto
                                       this site. This site is not currently
                                       being listed for sale. The contracted
                                       sale price of this parcel was not
                                       disclosed; adjacent to subject to north.

   86
                        VACANT LAND SALE COMPARABLE NO. 3


                                    
         Location:                     123 Brodia Way
                                       Walnut Creek, CA

         Assessor's Parcel No.:        140-170-006-5 (Contra Costa County)

         Sale Date:                    3/3/95

         Document No.:                 35433

         Sale Price:                   $720,000

         Size:                         49,658 Square Feet (1.14 Acres)

         Sale Price/SF:                $14.50

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         Unknown; probable low density residential

         Zoning:                       R-4

         Grantor:                      Edward Sonnenberg

         Grantee:                      M/M Richard and Lynne Chapman

         Terms:                        All Cash to Seller

         Comments:                     In large lot, rolling hill residential
                                       area; owner holding for future
                                       development.

   87
                        VACANT LAND SALE COMPARABLE NO. 4


                                    
         Location:                     3073 North Main Street
                                       Walnut Creek, CA

         Assessor's Parcel No.:        170-100-029-9 (Contra Costa County)

         Sale Date:                    12/8/93

         Document No.:                 349330

         Sale Price:                   $850,000

         Size:                         44,605 Square Feet (1.02 Acres)

         Sale Price/SF:                $19.06

         Topography:                   Level

         Shape:                        Irregular

         Proposed Use/Density:         36 Apartments; 35.2 Units/Acre

         Sale Price Per Unit:          $23,611

         Zoning:                       C-C

         Grantor:                      Mark & Hillary Gorden

         Grantee:                      Three Oaks Housing, L.P.

         Terms:                        Would not disclose

         Comments:                     Located on a heavily travelled street in
                                       a mixed use commercial/residential area.

   88
                         IMPROVED SALE COMPARABLE NO. 1

                                      
     Name:                               Oak Tree Villa

     Location:                           100 Lockwood Lane, Scotts Valley, CA

     Assessor's Parcel No.:              021-052-01 (Santa Cruz County)

     Sale Date:                          6/6/95

     Sale Price:                         $11,900,000

     No. of Units:                       202 Units (includes 40 assisted living
                                         units)

     Age:                                1988

     % Private Pay:                      100% (includes 20% low income 
                                         residents)

     Size (GBA):                         172,000 Square Feet

     Average Unit Size (GBA/Unit):       851 Square Feet

     Sale Price/Unit:                    $58,911

     Sale Price/SF:                      $69.19

     Occupancy Rate:                     72%

     Gross Operating Income:             $3,390,984 (estimated at 90% occupancy)

     Expenses:                           $1,925,343

     Net Operating Income:               $1,465,641 (estimated at 90% occupancy)

     % Expenses:                         56.8%

     G.I.M.:                             3.51

     O.A.R.:                             12.3 (estimated at 90% occupancy)

     N.O.I./Unit:                        $7,256

     Grantor:                            Oak Tree Villa Partnership

     Grantee:                            Birtcher Senior Properties

     Terms:                              $4,955,000 cash (39%); $7,745,000
                                         assumption of existing debt, 30 year
                                         amortization, due in 15 years, 10.25%
                                         rate.

     Comments:                           20% of units must be allocated to low
                                         income (HUD) residents; unit mix: 102
                                         alcove units (450 SF) and 100 one
                                         bedroom units (600 SF); located in
                                         lightly populated area.

     Confirmation:                       Keith Louie (415) 391-9220

   89
                         IMPROVED SALE COMPARABLE NO. 2

                                      
     Name:                               El Camino Gardens

     Location:                           2426 Garfield Avenue, Carmichael, CA

     Assessor's Parcel No.:              283-0030-14 (Sacramento County)

     Sale Date:                          5/31/95 (Document No. 8309302142)

     Sale Price:                         $10,000,000 (includes $650,000 in 
                                         deferred maintenance)

     No. of Units:                       286 Units (174 ACLF/112 ALF)

     Age:                                1984

     Size (GBA):                         160,810 Square Feet

     Average Unit Size (GBA/Unit):       562 Square Feet

     Sale Price/Unit:                    $34,965

     Sale Price/SF:                      $62.19

     Occupancy Rate:                     82%

     Gross Operating Income:             $2,814,240 (estimated at 93% occupancy)

     Expenses:                           $1,692,240

     Net Operating Income:               $1,122,000 (estimated at 93% occupancy)

     % Expenses:                         60.1%

     G.I.M.:                             3.55

     O.A.R.:                             11.2% (estimated at 93% occupancy)

     N.O.I./Unit:                        $3,923

     Grantor:                            Joseph Benvenuti

     Grantee:                            Nationwide Health Properties (REIT)

     Terms:                              All Cash to Seller

     Comments:                           Project had approximately $650,000 in
                                         deferred maintenance at time of sale;
                                         purchased by REIT and leased to ARV
                                         Housing Group; licensed to include
                                         up to 224 assisted living beds.

     Confirmation:                       Eric Davidson (714) 751-7400

   90
                         IMPROVED SALE COMPARABLE NO. 3

                                      
     Name:                               Casa Sandoval

     Location:                           1200 Russell Way, Hayward, CA

     Assessor's Parcel No.:              415-240-007, 008 (Alameda County)

     Sale Date:                          2/27/95

     Sale Price:                         $15,000,000

     No. of Units:                       238 Units

     Age:                                1989

     Size (GBA):                         216,639 Square Feet

     Average Unit Size (GBA/Unit):       920 Square Feet

     Sale Price/Unit:                    $63,025

     Sale Price/SF:                      $69.23

     Occupancy Rate:                     81%

     Gross Operating Income:             $3,844,396 (estimated at 92% occupancy)

     Expenses:                           $2,498,857

     Net Operating Income:               $1,345,539

     % Expenses:                         65% (estimated at 92% occupancy)

     G.I.M.:                             3.90

     O.A.R.:                             9.0%

     N.O.I./Unit:                        $5,653

     Grantor:                            Casa Sandoval Investors, L.P.

     Grantee:                            Weh Chang

     Terms:                              All Cash to Seller

     Comments:                           Average quality project in middle
                                         income suburban area; sold at auction
                                         on 2/9/95; property underperforming at
                                         date of sale; buyer plans significant
                                         licensing/conversion of many units to
                                         assisted living.

     Confirmation:                       John Rosenfeld (310) 473-8900 ext. 119

   91
                         IMPROVED SALE COMPARABLE NO. 4

                                      
     Name:                               Lomita Lodge

     Location:                           225 N. Lomita Avenue, Ojai, CA

     Assessor's Parcel No.:              017-083-200 (Ventura County)

     Sale Date:                          12/30/94 (Doc. No. 206073)

     Sale Price:                         $1,350,000

     No. of Units:                       26 Units/36 Beds (Licensed AL)

     Age:                                1940's/1970's

     Size (GBA):                         10,000 Square Feet

     Average Unit Size (GBA/Unit):       385 Square Feet

     Sale Price/Unit:                    $51,923

     Sale Price/SF:                      $135.00

     Occupancy Rate:                     81%

     Gross Operating Income:             $656,640 (estimated at 95% occupancy)

     Expenses:                           $492,480

     Net Operating Income:               $164,160 (estimated at 95% occupancy)

     % Expenses:                         75.0%

     G.I.M.:                             2.06

     O.A.R.:                             12.2% (estimated at 95% occupancy)

     N.O.I./Unit:                        $6,314

     Grantor:                            Raymond & Judy Berard

     Grantee:                            Ojai Retirement Inn #1, Ltd.

     Terms:                              $270,000 Cash; $1,080,000 variable rate
                                         loan at 8.5%, 20 year amortization.

     Comments:                           Property underperformed at date of
                                         sale; currently 95% occupied; rents
                                         range from $1,500 to $2,350 per month
                                         per bed; property includes about 25%
                                         SSI.

     Confirmation:                       Gerry Meglin (805) 646-5533

   92
                         IMPROVED SALE COMPARABLE NO. 5

                                      
     Name:                               Carson Oaks (now called Merrill Gardens
                                         at Carson Oaks)

     Location:                           6725 Inglewood Avenue, Stockton, CA

     Assessor's Parcel No.:              081-260-053 (San Joaquin County)

     Sale Date:                          7/27/94 (Doc. No. 87023)

     Sale Price:                         $4,200,000

     No. of Units:                       76 Units

     Age:                                1989

     % Private Pay:                      100%

     Size (GBA):                         62,733 Square Feet

     Average Unit Size (GBA/Unit):       612 Square Feet (average unit)

     Sale Price/Unit:                    $55,263

     Sale Price/SF:                      $66.95

     Occupancy Rate:                     95%

     Gross Operating Income:             $1,301,712

     Expenses:                           $781,027

     Net Operating Income:               $520,685

     % Expenses:                         60%

     G.I.M.:                             3.23

     O.A.R.:                             12.4%

     N.O.I./Unit:                        $6,851

     Grantor:                            Tuolumne Commons, Limited Partner

     Grantee:                            Merrill Associates, Limited Partner

     Terms:                              All Cash to Seller

     Comments:                           Newer facility with large number of one
                                         bedroom with full kitchens in an
                                         affluent neighborhood; not licensed for
                                         assisted living.

     Confirmation:                       Lee Haris (415) 391-9220

   93
                         IMPROVED SALE COMPARABLE NO. 6

                                      
     Name:                               Park Ridge (now called Merrill Gardens)

     Location:                           2261 Tuolumne Street, Vallejo, CA

     Assessor's Parcel No.:              0052-330-008 (Solano County)

     Sale Date:                          7/27/94 (Doc. No. 69837)

     Sale Price:                         $5,785,000

     No. of Units:                       93 ACLF; 14 Beds (Licensed AL)

     Age:                                1991

     % Private Pay:                      100%

     Size (GBA):                         84,989 Square Feet

     Average Unit Size (GBA/Unit):       654 Square Feet

     Sale Price/Unit:                    $62,204

     Sale Price/SF:                      $68.10

     Occupancy Rate:                     Project stabilized at 90%; at sale date
                                         55%

     Gross Operating Income:             $1,632,150

     Expenses:                           $979,290

     Net Operating Income:               $652,860

     % Expenses:                         60%

     G.I.M.:                             3.54

     O.A.R.:                             11.3%

     N.O.I./Unit:                        $7,020

     Grantor:                            Tuolumne Commons, Limited Partner

     Grantee:                            Merrill Associates, Limited Partner

     Terms:                              All Cash to Seller

     Comments:                           Modern congregate/assisted living with
                                         15 studios, 59 - 1 bedrooms and 19 - 2
                                         bedrooms; located in residential area
                                         and bounded by Sutter Solano Medical
                                         Center and Crestwood Convalescent
                                         Hospital.

     Confirmation:                       Lee Haris (415) 391-9220

   94











                                  A D D E N D A


   95
                                APPRAISAL REPORT

                                VALLEY VIEW LODGE
                              1228 ROSSMOOR PARKWAY
                            WALNUT CREEK, CALIFORNIA

                             AS IS ON JULY 14, 1995
                             SLVS FILE NO. 95-04-21








                                  PREPARED FOR

                 AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P.








                                   PREPARED BY

                              MICHAEL G. BOEHM, MAI
   96
July 25, 1995




American Retirement Villas Properties II, L.P.
c/o ARV Housing Group
245 Fischer Avenue, Suite D-1
Costa Mesa, California  92626

Attention:   Mr. Graham Espley-Jones

Re:      Valley View Lodge
         1228 Rossmoor Parkway
         Walnut Creek, California
         SLVS File No. 95-04-21

Gentlemen:

In accordance with your request, we have conducted the required investigation,
gathered the necessary data, and made certain analyses that have enabled us to
form an opinion of the market value of the above captioned property. This report
has been prepared to be in compliance with the requirements of the Uniform
Standards of Professional Appraisal Practice.

The value stated herein is based on our understanding of the site and
improvement descriptions as represented to us by the client and/or the client's
representatives and professional consultants as well as other available sources.
We direct your attention to the "Introduction," "Site Description," and
"Description of Improvements" sections of this appraisal report. It is your
responsibility to read the report and inform the appraiser of any errors or
omissions you are aware of prior to utilizing the report or making it available
to any third party.

Based on an inspection of the property and the investigation and analysis
undertaken, we have formed the opinion, subject to the assumptions and limiting
conditions set forth in this report, that as of July 14, 1995, the fee simple
total going concern interest of the subject, as is, including the value of
favorable financing, has a market value of:

         TEN MILLION THREE HUNDRED SEVENTY FIVE THOUSAND ($10,375,000) DOLLARS
   97
Mr. Graham Espley-Jones
July 25, 1995
Page 2


This total going concern value estimate can be allocated to the following
components:



                                                                                  Market Value
                                                                                     As Is -
                                                                                     7/14/95
                                                                                  ------------
                                                                                       
                   Real Estate Value                                               $ 8,725,000
                   Furniture, Fixtures & Equipment                                     150,000
                   Business Value                                                    1,225,000
                                                                                   -----------

                   Total Going Concern Valuation                                   $10,100,000
                                                                                   ===========

                   Plus:  Favorable Financing                                      $   275,000
                                                                                   -----------

                   Total Reported Valuation                                        $10,375,000
                                                                                   ===========



The narrative appraisal report that follows sets forth the identification of the
property and limiting conditions, pertinent facts about the area and the subject
property, comparable data, results of our investigation and analyses and the
reasoning leading to the conclusions set forth. Should you desire a quick
reference to the most important information, I direct your attention to the
"Introduction", "Executive Summary" and the "Reconciliation and Conclusion"
sections of this report.

Respectfully submitted,

SENIOR LIVING VALUATION SERVICES, INC.




Michael G. Boehm, MAI
President
   98
                               SUBJECT PHOTOGRAPHS



                         Subject from Main Parking Area,
                                    View East



                            Main Entrance of Subject
   99
                                TABLE OF CONTENTS



                                                                                                               
Title Page                                                                                                         1

Letter of Transmittal                                                                                              2

Subject Photographs                                                                                                4

Table of Contents                                                                                                  5

Introduction                                                                                                       7
  Property Identification                                                                                          7
  Property Ownership and History                                                                                   7
  Scope of the Assignment                                                                                          7
  Purpose of the Appraisal                                                                                         8
  Function of the Appraisal                                                                                        8
  Property Inspection                                                                                              8
  Date of Appraisal                                                                                                8
  Date of Value                                                                                                    8
  Property Rights Appraised                                                                                        8
  Definition of Market Value                                                                                       8
  Assumptions and Standard Limiting Conditions                                                                     9
  Special Conditions                                                                                              10
  Experience of Appraisal Firm                                                                                    11
  Representative Assisted Living Appraisal Experience                                                             12

Executive Summary                                                                                                 13

Regional and City Analysis                                                                                        15
  Regional Location Map                                                                                           16
  City Location Map                                                                                               17
  Comparative Zip Code Demographic Data                                                                           19
  Anecdotal Description of Walnut Creek                                                                           21

Neighborhood Description                                                                                          25
  Neighborhood Map                                                                                                26
  Neighborhood Zoning Map                                                                                         29
  Neighborhood Photographs                                                                                        30

Site Description                                                                                                  32
  Assessor's Parcel Map                                                                                           33
  Flood Map                                                                                                       34

Taxes and Assessments                                                                                             36

   100

                                                                                                              
Description of Improvements                                                                                       37
  Site Plan                                                                                                       38
  First Floor Plan                                                                                                40
  Unit Plans                                                                                                      41
  Subject Photographs                                                                                             42

Market Analysis                                                                                                   48
  Subject Amenities                                                                                               50
  Census of Market Area ACLF/AL Facilities                                                                        53
  Comparable Facilities Map                                                                                       55
  Market Area Saturation Analysis                                                                                 58

Highest and Best Use                                                                                              60

Site Valuation                                                                                                    62
  Vacant Land Sales Map                                                                                           64

Cost Approach Analysis                                                                                            66
  Cost Approach Summary                                                                                           69

Income Approach Analysis                                                                                          70
  Pro Forma Cash Flow Analysis & Capitalization                                                                   82

Sales Comparison Approach                                                                                         83
  Improved Sales Map                                                                                              86

Valuation of Favorable Financing                                                                                  90

Reconciliation and Conclusion                                                                                     94

Allocation of Going Concern Value Determination To Components                                                     96

Total Estimated Marketing Time                                                                                    98

Certification                                                                                                     99

Addenda                                                                                                          101
  Comparable ACLF/AL Facility Photographs                                                                        102
  Legal Description                                                                                              108
  Vacant Land Sale Data                                                                                          110
  6/21/95 Rent Roll                                                                                              114
  (1993, 1994, 1/95 to 4/95) Historical/(1995) Budgeted Operating Statements                                     119
  Senior Housing Investment Survey                                                                               131
  Improved Sale Data/Photographs                                                                                 133
  Favorable Financing Detail                                                                                     142
  Qualifications of Michael G. Boehm, MAI                                                                        143
  MGB State of California Appraisal License                                                                      144

   101
                                  INTRODUCTION

PROPERTY IDENTIFICATION

The subject property consists of a 198,198 square foot (4.55 gross acres) site
that is currently improved with a 125 unit congregate senior housing project
(including up to 96 licensed assisted living beds) project known as Valley View
Lodge. The subject has a designated street address of 1228 Rossmoor Parkway,
Walnut Creek, Contra Costa County, California.

A detailed legal description of the site is presented in the Addenda of this
report.

PROPERTY OWNERSHIP AND HISTORY

The fee simple title to the subject property is currently vested in the name of
American Retirement Villas Properties II (ARVP II), a California Limited
Partnership. The current owners purchased the subject in December, 1989 as part
of a purchase of several Retirement Inns of America (Avon Products, Inc.) senior
properties. The subject has not been sold/purchased in the past three years.

The subject was built as a senior congregate facility which opened in 1976. The
subject, as part of the original conditions of approval and a condition
necessary to obtain the favorable HUD financing, was required to allocate 20% of
the subject units to "very and low" income residents. This restriction was
reportedly waived when the subject was purchased by the current owners allowing
a market rate to be charged for all units. The subject is currently in the
process of increasing its assisted living licensing maximum from 96 to 136 beds.
Verbal approval has been received and the formal approval is imminent. It is
anticipated that almost immediately the subject's assisted living utilization
will increase by 15 to 20 residents. The subject's recent occupancy history
includes near 100% occupancy and it is currently approximately 96.1% occupied
(123 beds/128 beds).

SCOPE OF THE ASSIGNMENT

The scope of this assignment is to inspect the subject property, conduct an
investigation of market data, and prepare a full narrative appraisal report in
accordance with the requirements of the Office of the Comptroller of the
Currency and the Uniform Standards of Professional Appraisal Practice. All
information deemed pertinent to the completion of the appraisal was made
available.

The appraisal was performed so that the analysis, opinions and conclusions are
that of a disinterested third party, employing due diligence in the
investigation, analyses and conclusions. This appraisal report was developed and
prepared to comply with the reporting requirements noted in the "Certification"
section of this report.

The investigation associated with this report includes the general economy of
the industry, the market area, and the local neighborhood. Research and studies
include supply and demand factors, comparable land and property sales,
competitive property rents/rates and occupancy. Buyers, sellers, developers,
public officials, management at competitive facilities, real estate brokers, and
the current management of the property were interviewed concerning these and
other associated matters. Specific references are made throughout this report.
   102
PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to estimate the subject's market value as is.

FUNCTION OF THE APPRAISAL

It is understood the appraisal shall be used by American Retirement Villas
Properties II, L.P., in evaluating the subject partnership for possible transfer
to an ownership real estate investment trust.

PROPERTY INSPECTION

The subject property was inspected on May 9, 1995 by Michael G. Boehm, MAI who
was accompanied by Ms. Nancy Peterson, Administrator. The subject was
reinspected on July 14, 1995 by Mary Catherine Wiederhold, Appraisal Associate.

DATE OF APPRAISAL

July 25, 1995

DATE OF VALUE

July 14, 1995

PROPERTY RIGHTS APPRAISED

This appraisal estimates the fee simple total going concern market value of the
subject operating as a congregate senior housing business. Going concern value
is defined by the Appraisal Institute as the value created by a proven property
operation; considered a separate entity to be valued with an established
business. This total going concern value can be allocated to its real estate,
furniture, fixtures and equipment and business value components. An estimated
allocation of our total going concern valuation is set forth in a separate
section of this report.

Fee Simple is defined by the Appraisal Institute as absolute ownership
unencumbered by any other interest or estate subject only to the limitations of
eminent domain, escheat, police power, and taxation.

DEFINITION OF MARKET VALUE

As defined by the Office of the Comptroller of the Currency under 12 CFR, Part
34, Sub-part C-Appraisals, 34.42 Definitions (f), market value is defined as:

"The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each
acting prudently, and knowledgeably and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:
   103
(i)      buyer and seller are typically motivated;

(ii)     both parties are well informed or well advised, and acting in what they
         consider their best interests;

(iii)    a reasonable time is allowed for exposure in the open market;

(iv)     payment is made in terms of cash in U.S. dollars or in terms of
         financial arrangements comparable thereto; and

(v)      the price represents the normal consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale."

ASSUMPTIONS AND STANDARD LIMITING CONDITIONS

   1.    The legal description furnished to the appraiser is assumed to be
         correct, and the title is assumed to be marketable.

   2.    The appraiser assumes no responsibility for legal matters.

   3.    Report exhibits are only visual aids. All sizes indicated for land and
         improvements are from indicated sources and assumed to be correct.

   4.    Unless otherwise noted herein, it is assumed there are no detrimental
         easements, encumbrances, encroachments, liens, zoning violations,
         building code violations, or environmental violations, etc. affecting
         the subject property.

   5.    Information, estimates, and opinions furnished to the appraiser are
         obtained from sources considered reliable; however, no liability for
         their accuracy can be assumed by the appraiser.

   6.    It is assumed that there are no hidden or unapparent conditions in the
         land or improvements that render the property more or less valuable or
         that would reduce its utility, development potential, marketability.
         All improvements are assumed to be structurally sound unless otherwise
         noted. No responsibility is assumed for hidden or undisclosed
         conditions or for arranging for engineering studies that may be
         required to discover any defects or uniquely favorable conditions.

   7.    The appraiser has inspected the subject property with the due diligence
         expected of a professional real estate appraiser. The appraiser is not
         qualified to detect hazardous waste and/or toxic materials. Any comment
         by the appraiser that might suggest the possibility of the presence of
         such substances should not be taken as confirmation of the presence of
         hazardous waste and/or toxic materials. Such determination would
         require investigation by a qualified expert in the field of
         environmental assessment.
   104
   8.    The presence of substances such as asbestos, urea-formaldehyde foam
         insulation or other potentially hazardous materials may affect the
         value of the property. The appraiser's value estimate is predicated on
         the assumption that there is no such material on or in the property
         that would cause a loss in value.

   9.    No responsibility is assumed for any environmental conditions, or for
         any expertise or engineering knowledge required to discover them. The
         appraiser's description and resulting comments are the result of the
         routine observations made during the appraisal process.

  10.    Responsible ownership and competent management are assumed.

  11.    Where the discounted cash flow analysis is utilized, it has been
         prepared on the basis of the information and assumptions stipulated in
         this appraisal report. The achievement of any financial projections
         will be affected by fluctuating economic conditions and is dependent
         upon the occurrence of other future events that cannot be assured.
         Therefore, the actual results achieved may well vary from the
         projections and such variation may be material.

  12.    The appraiser is not required to give testimony or appear in court, or
         at public hearings, or at any special meeting or hearing with reference
         to the property appraised herein by reason of preparation of this
         report, unless arrangements have been made prior to preparation of this
         report.

  13.    Possession of this report does not carry with it the right of
         publication. It shall be used for its intended purpose only and by the
         parties to whom it is addressed. Neither all nor any part of the
         contents of this report shall be conveyed to the public through
         advertising, public relations, news, sales, or other media without the
         written consent or approval of the author. This applies particularly to
         value conclusions, the identity of the appraiser or firm with which it
         is connected, and any reference to the Appraisal Institute, or MAI
         designation.

  14.    Property values are influenced by a large number of external factors.
         The information contained in the report comprises the pertinent data
         considered necessary to support the value estimate. We have not
         knowingly withheld any pertinent facts, but we do not guarantee that we
         have knowledge of all factors which might influence the value of the
         subject property. Due to rapid changes in external factors, the value
         estimate is considered reliable only as of the effective date of the
         appraisal.

SPECIAL CONDITIONS

The subject is currently encumbered by an approximately $2,800,000 HUD loan
which extends to the year 2016 at a fixed interest rate of 8.25%. Because this
interest rate is below the estimated interest rate of current conventional
financing (estimated at 9.5%), the subject has a theoretical value over and
above the capitalized value of operational cash flows. Caution should be used in
interpreting this added value as actual market transactions involving the
assumption of
   105
below market rate financing are rare. The value of this favorable financing has
been added to the going concern value set forth in this report. These issues are
discussed and the value of the favorable financing is calculated in a separate
section of this report.

The subject is licensed as a residential care facility for the elderly (assisted
living) for 96 beds (plus 40 additional beds, pending) with the California
Department of Social Services. This appraisal assumes that the subject meets all
physical plant and operating requirements as an assisted living facility.

The appraisers were not provided with a title report describing any current
easements or encumbrances that might affect the subject operation as a
congregate senior housing business. This appraisal assumes that there are no
adverse easements or encumbrances affecting the subject.
We recommend review of a current title report.

The estimates of value set forth in this report are partially relying on the
current rent roll, historical operating statements and limited building drawings
and building statistical data provided to the appraiser by ARV Housing Group.

EXPERIENCE/COMPETENCY OF APPRAISAL FIRM

Senior Living Valuation Services, Inc. is a San Francisco based appraisal firm
that exclusively specializes in the appraisal and analysis of all forms of
senior housing properties. On the following page is a listing of recent assisted
living facility assignments that have been completed by the firm. Qualifications
of Michael G. Boehm, MAI are included in the Addenda of this report.
   106
                                EXECUTIVE SUMMARY



                                         
Property Name:                              Valley View Lodge

Location:                                   1228 Rossmoor Parkway
                                            Walnut Creek, California

Assessor's Parcel No.:                      189-040-045 (Contra Costa County)

Property Rights Appraised:                  Fee Simple (Total Going Concern)

Date of Value:                              As Is on July 14, 1995

Land Area:                                  198,198 Square Feet, 4.55 Acres Gross;
                                            154,638 Square Feet, 3.55 Acres Net (estimated)

Excess Land:                                None

Zoning:                                     PD (656), a planned unit development specifically allowing
                                            the subject.

Improvements:                               Type:    One, average to good quality, one to two story, Class
                                                     D congregate retirement apartment building and
                                                     common areas.

                                            Age:     Year Built - 1976; Improvement Age - 19 Years;
                                                     Effective Age - 19 Years;
                                                     Remaining Economic Life - 26 Years

                                            Size:    125 congregate retirement apartment units (128
                                                     currently configured maximum bed count) and
                                                     common areas in approximately 97,590 square feet of
                                                     gross building area.

                                            Condition: Average to Good

H & B Use (if vacant):                      Senior Housing

H & B Use (as improved):                    See Highest and Best Use Discussion

Capitalization Rate:                        12.0%

Projected Stabilized Net Income:            $1,212,831 (7/95-6/96)

   107

                                                                         
Total Going Concern Market
  Value, as is, as of
  July 14, 1995:                            Cost Approach:                      $ 8,625,000*
                                            Income Approach:                    $10,100,000*
                                            Sales Comparison Approach:          $ 9,800,000-
                                                                                $12,350,000*

                                            Value Conclusion:                   $10,100,000*
                                                                               ($80,800/unit)

Allocation of Final
  Value Determination
  to Components:
                                                                               Market Value
                                                                                  As Is -
                                                                                  7/14/95
                                                                               ------------  

                                            Real Estate                         $ 8,725,000
                                            FF&E                                    150,000
                                            Business Value                        1,225,000
                                                                                -----------

                                            Total Going Concern Valuation       $10,100,000*
                                                                                ===========

                                            * before addition of value for
                                              favorable financing


Value of Favorable Financing:               $275,000


Total Estimated Marketing Time:             6 Months


   108
                           REGIONAL AND CITY ANALYSIS


The subject site is located east of Rossmoor Parkway (north of Tice Valley
Boulevard) about two blocks north of the gated Rossmoor senior subdivision in
the southern incorporated portion of the City of Walnut Creek, Contra Costa
County, California. The subject is located about one mile south of downtown
Walnut Creek. Walnut Creek is located approximately 20 miles east of San
Francisco.

COUNTY OVERVIEW

Contra Costa County is one of the nine San Francisco Bay Area counties. It is
situated northeast of San Francisco, and bordered by the counties of Solano and
Sacramento on the north, San Joaquin on the east, Alameda on the south and the
San Francisco Bay to the west.

The County consists of three distinct regions. Divided by significant
topographical obstacles (primarily ranges of hills) and the interstate and state
highway system, the western, central, and eastern portions of the County have
tended to develop separately. The western portion, with its access to San
Francisco Bay, is largely urban and industrialized. This area is dominated by
the city of Richmond, with its active, deep water port. The eastern part of the
County is undergoing substantial changes, evolving from a wild, agricultural
area, to an affordable suburban residential region (Antioch, Pittsburg).

The subject is located in the central portion of the County (known as the Diablo
Valley at the foot of Mt. Diablo) which follows the path of Interstate 680 and
extends from Martinez on the shore of the Carquinez strait of the Sacramento
river to the north, south through the cities of Concord, Pleasant Hill, Walnut
Creek, Lafayette, Alamo, Orinda, Danville and San Ramon. This central County
area evolved as a bedroom community by the 1960's as residents commuted to jobs
in San Francisco, Oakland, and other cities. Motivated by an increasingly
congested commute and higher rental rates in San Francisco, corporations began
locating in central Contra Costa in the late 1970's. Today, the central County
has developed into a major suburban commercial and financial headquarters
submarket of the larger Bay Area.

The climate of Contra Costa County is somewhat similar to other parts of the
inland Bay Area, with a year-round mean temperature of 60.4 degrees, and an
annual average rainfall of 19 inches. As in the other parts of the region, most
rain occurs during the winter months and is rare from May through November. The
location of Walnut Creek, southeast of the Berkeley Hills and at a distance from
the moderating influence of the San Francisco Bay, allows some light frosts in
the winter months and warm to hot summer days.

CITY POPULATION AND DEMOGRAPHICS

Walnut Creek (population 63,400 in 1995), incorporated in 1914, evolved from a
small agricultural town of several hundred residents. In the 1950's and 1960's
with the completion of Highway 24 and Interstate 680, Walnut Creek, and many
communities in the central County, became "bedroom" suburbs for the core cities
of San Francisco and Oakland. It was during this
   109
period that Walnut Creek experienced its most rapid population growth.
Population growth has slowed as the region has become predominantly built out.
Increased resistance to additional growth has (and will continue to) muted
recent population expansion. During the past decade, Walnut Creek, along with
the adjacent cities of Concord and Pleasant Hill, have become an important
suburban employment center in the East Bay. The economy is largely influenced by
significant office employment including Federal and County governments.
Nevertheless, a large portion of the population continues to commute to Oakland
and San Francisco.

Today, Walnut Creek is one of the largest cities in the County and the focal
point of the central County region. Population trends and forecasts for Walnut
Creek are as follows:

                                 Population Data



                                       Walnut Creek                        Contra Costa County
                                ----------------------------          -----------------------------
         Year                   Population          % Change          Population           % Change
         ----                   ----------          --------          ----------           --------
                                                                               
         1960                      9,900                -               406,030               -
         1970                     39,844               302%             558,389             37.5%
         1980                     53,600              34.5%             650,748             16.5%
         1990                     60,400              12.7%             797,600             22.6%
         1995                     63,400               5.0%             883,400             10.8%
         2000*                    66,634               5.1%             971,300              9.9%


         * Estimate
         --------------------------------------------------------

Sources: ABAG (Association of Bay Area Governments)

Demographically as illustrated in comparative zip code data presented on the
following page, the subject zip code has the following characteristics relative
to the surrounding region:

         1)       A much older median age (66.0) compared to the surrounding
                  region and City as a whole (which is older than regional
                  averages), reflecting a largely retired population with 52% of
                  the total population over the age of 65 (largely influenced by
                  the Rossmoor subdivision);

         2)       A higher than average median household income ($49,653). The
                  subject zip code ranks in the 80th percentile in California in
                  per capita income (92nd percentile nationally) which is
                  slightly below other Walnut Creek zip codes;

         3)       A less diverse ethnicity with about 97% of its resident
                  consisting of non-minority whites.

An anecdotal description of Walnut Creek is provided on a following page.
   110
HOUSING

Walnut Creek housing stock is concentrated in low-density residential uses,
chiefly single-family dwellings, with higher densities allowed in designated
areas generally around the downtown core. According to ABAG projections, the
City is projected to be built out in about 10 years. Currently, the housing
stock consists of approximately 37,000 dwelling units. The City has
approximately 350 acres of vacant land designated for residential development
which could include about 6,000 additional units (located on the fringes of town
to the east and south).

An important influence on the City housing stock (20% of total) and the subject
is the 2,000 acre Rossmoor Retirement Community located in southwestern Walnut
Creek. Rossmoor, begun in 1964, is one of California's largest retirement
communities with a current population of about 8,200 residents in 5,900 mostly
lower density units (capacity for about an additional 1,500 units). Prices range
from $55,000 to $400,000. Rossmoor is restricted to persons 55 and older and has
an average resident age population of about 75. The presence of Rossmoor has
been a major factor in the recent construction of several new higher density
senior housing projects built close to Rossmoor but "outside the gates",
including the subject. Additional detail on Rossmoor is provided in the
Neighborhood section of this appraisal.

The average home price in Walnut Creek for a single family dwelling in 1995 is
about $300,000. This is below more exclusive suburban areas such as Blackhawk
and Lafayette but above nearby Pleasant Hill and Concord. These statistics
reflect a 15% decline in average home price since 1989 peaks, consistent with
regional trends (down about 0% to 5% in the last 12 months). Rental rates of
apartments in Walnut Creek are slightly above County averages with a broad range
of $500 to $1,000 and up per month.

EMPLOYMENT & ECONOMIC DEVELOPMENT

Walnut Creek enjoys a diversified economic base. A number of residents commute
to other locations in the Bay Area for work, but the City is seen as a major
suburban office center. The largest firms in the community are as follows:

                                 Major Employers



Name                                               Type of Business                              Employees
- ----                                               ----------------                              ---------
                                                                                           
Lesher Communications, Inc.                        Newspaper                                         1,800
John Muir Hospital                                 Health Care                                       1,750
Kaiser Permanente Center                           Health Care                                       1,250
Safeway                                            Grocer                                            1,100
Western Temporary Services                         Temporary Employment                                600
Nordstrom                                          Retail                                              600



- --------------------------------------------------------
Source:  Walnut Creek Chamber of Commerce
   111
Explosive downtown core (known as the Golden Triangle) commercial growth in the
early 1980's made growth control the major issue in Walnut Creek in the late
1980's. In 1985, Walnut Creek voters passed Measure H which approved a citywide
moratorium on construction of most buildings greater than 10,000 square feet
until certain traffic volume to capacity ratios are met. The measure designed to
limit further traffic congestion, has been the subject of court battles but has
been incorporated into the City's zoning ordinance. The result of this
antigrowth sentiment has been the virtual extinction of new commercial
proposals. Current development trends to be enforced by the City include
limiting increased traffic whenever possible, concentrating high density
development in the downtown core, emphasized retail commercial development and
creating open space. The City has been transformed from a progrowth community to
one that has become built out and congested and now seeks to maintain its
current high quality of life without additional deterioration. Recent
development activity has been very modest (some smaller infill projects).

TRANSPORTATION

Walnut Creek is served by three major highways: Interstate 680, providing north
to south access throughout central Contra Costa County; Highway 24, providing
highway access east to San Francisco and Oakland via the Caldecott Tunnel; and
Highway 4, providing east to west access through northern Contra Costa County. A
major redesign and expansion of the 680/24 intersection is underway (a 5 year
project) to alleviate severe traffic congestion in the area. The new design will
facilitate access to Rossmoor from Walnut Creek. Major north to south
thoroughfares in Walnut Creek include Buena Vista, California, Main and
Oak/Civic. Major east to west thoroughfares include Olympic, Tice Valley, Treat,
Ygnacio Valley and Walnut.

A high-speed commuter train service, the Bay Area Rapid Transit (BART), provides
public transportation throughout the Bay Area. Walnut Creek is one of 34 BART
stops along a network that extends to San Francisco, Oakland, Fremont, Richmond
and other cities. Rail service is (Amtrak) available in Martinez or Oakland.

Air service is available at Buchanan Field in Concord (regional air service), or
at the Oakland International Airport (18 miles to the southwest) and San
Francisco International Airport ( 36 miles to the southwest). Local residents
can also take advantage of the County Connection, a local bus service.

COMMUNITY DATA

Walnut Creek's location as a part of the greater nine county San Francisco Bay
Area allows its residents to take advantage of all of the cultural and
recreational opportunities of the larger Bay Area. Other major local features
include a regional center for the arts (with theater) and Mt. Diablo State Park,
located southeast of Walnut Creek, offers outdoor activities from trails to
camping and picnic sites. Mt. Diablo, with an elevation of 3,849 feet, is the
highest peak in the Bay Area and provides a panoramic view from the Pacific
Ocean to the Sierras. Located in the foothills of Mt. Diablo is the Concord
Pavilion, a popular 8,500 seat open theater for concerts and festivals.
   112
Walnut Creek has one general acute hospital, the John Muir Medical Center , with
280 beds and 677 physicians. This hospital is located approximately three miles
northeast of the subject property along Ygnacio Valley Boulevard. Additional
medical facilities in the area include Rossmoor Medical Clinic (just outside the
Rossmoor entrance and adjacent to the subject), Mt. Diablo Medical Center,
Kaiser Medical Center (201 beds), and CPC Walnut Creek, the largest psychiatric
hospital in the Bay Area. Walnut Creek is located in HSA 5, HFPA 411 with a
total of 25 skilled nursing facilities comprising a total approximately 2,328
licensed beds (including several newer facilities). Walnut Creek is also home to
a large number of high density congregate senior housing projects (rentals) as
discussed in detail in the Market Analysis section of this report.

CONCLUSION

Walnut Creek is primarily built out with an established land use pattern of
residential developments surrounding a densely developed downtown core. Future
development and population expansion will be slow, focused in infilling vacant
or underdeveloped land parcels. Local antigrowth sentiment is still strong and
the City has experienced extreme traffic congestion which threatens the City's
traditional suburban/bucolic residential character. Nevertheless, the City still
has a high quality of life. The City's central location, affluence and extremely
large elderly population focused at Rossmoor, make Walnut Creek attractive for
elderly housing.
   113
                            NEIGHBORHOOD DESCRIPTION


LARGER NEIGHBORHOOD - ROSSMOOR COMMUNITY

The larger subject neighborhood consists of the 2,000 acre, master planned
retirement community of Rossmoor which is a separate neighborhood planning
district of Walnut Creek within Tice Creek Valley. The northern portions of Tice
Creek Valley consist of flat valley land and gently sloping hills while the
southern and central portions are characterized by steep hillsides with sloping
valleys lying between East Ridge to the east and Las Trampas Ridge to the west
and south. The Rossmoor community lies approximately two and one-half miles
southwest of downtown Walnut Creek and 20 miles east of San Francisco. Rossmoor
is located about two miles south of the Interstate 680 - State Highway 24
interchange. The entrance to Rossmoor is along Rossmoor Parkway, approximately
2,000 feet southwest of the intersection of Rossmoor Parkway and Tice Valley
Boulevard and about three blocks south of the subject.

Rossmoor is a planned retirement development that dates back to 1963. Originally
planned for 11,000 dwelling units, the permitted number was reduced in 1977 to
7,350 units. To date, about 6,000 residential units have been built, most of
which are attached, stacked flats. Though UDC Homes is the exclusive
builder/developer of Rossmoor, the Golden Rain Foundation is responsible for the
management and operation of the ongoing community. The Foundation is composed of
elected Rossmoor residents and acts as a homeowners association for all Rossmoor
residents.

The Rossmoor community is developed with two golf courses laid out in the
central flatland of the Tice Creek Valley and condominium buildings built
primarily on the surrounding hillsides. The terrain surrounding Rossmoor and the
manned, security entry afford considerable security to the residents.
Recreational amenities include the two golf courses with a total of 27 holes,
four clubhouses, tennis courts, swimming pools, lawn bowling greens, and a
variety of special interest activity clubhouses. Bus service is provided within
the community as well as to downtown Walnut Creek population for shopping and
the area BART station.

A fully equipped and staffed medical clinic is located just outside Rossmoor
across Tice Valley Boulevard on Rossmoor Parkway and just west of the subject.
Additional neighborhood development just outside the Rossmoor gates include the
subject; a Bank of America branch; Byron Park, another congregate rental project
and the 180-bed Manor Care and 99 bed Guardian Foundation skilled nursing
facilities located immediately adjacent to the subject. The Rossmoor Shopping
Center is located at the northwest corner of the intersection of Rossmoor
Parkway and Tice Valley Boulevard, approximately two blocks southwest of the
subject. This neighborhood center is anchored by a Safeway supermarket. The
center also contains a travel agency, liquor store, real estate office,
restaurant, cleaners, barber, beauty salon, gift shop and five bank branches.
This neighborhood center, along with several other nearby retail centers,
provide a variety of services for Rossmoor and nearby residents.
   114
Based on data provided by UDC Homes, nearly 6,000 housing units have been sold
within Rossmoor. The average annual sales of new product over Rossmoor's 26 year
history is roughly 250 units per year. Over the last ten years, however, new
home sales have fallen to an average of about 80 units annually while reaching a
post-1980 high of 122 units in 1987. Reliable absorption figures for 1988
through 1995 are difficult to determine due to limits in available new supply.
Development of Neighborhood 4 in southern Rossmoor began in 1992/1993.

Conversations with Rossmoor's resale brokers indicate that resales of existing
units have slowed somewhat during the past few years. These brokers indicated
that units that would previously sell in two weeks might now take up to three
months to successfully market. This phenomenon is generally consistent with a
recent downturn in the local and larger San Francisco Bay Area housing markets.
According to a Rossmoor resale broker, current resale listings within Rossmoor
range from a low of $49,000 for a cooperative unit to about $350,000 for a new
condominium (average of about $158,000).

Rossmoor is reported to have approximately 8,000 residents with an average age
of approximately 75 years. The population is 31 percent male and 69 percent
female reflecting actuarial reality. The early Covenants, Conditions and
Restrictions (CC&Rs) required one owner to be at least 45 years old. That
restriction has since been amended to a minimum age of 55 years.

IMMEDIATE NEIGHBORHOOD

The subject site was originally part of a larger 10.3 acre site which is located
just northeast of the medical clinic and about two blocks northeast of Rossmoor.
The site is located along the Rossmoor Parkway extension, an approximately 500
foot long east/west roadway extending from Rossmoor Parkway to the west to the
cul-de-sac at the western boundary of the subject site. The Guardian nursing
home, located to the immediate southwest of the subject was built in the mid
1970's (before the subject which was built in 1975/76). The Manor Care nursing
home to the west of the subject was built in the late 1980's. To the north, east
and south of the subject, lie open space rolling hills and several large lot
single family homes.

As noted, the subject is located about three blocks northeast of the entry gates
to Rossmoor. The Highway 24/Interstate 680 interchange (which is currently
undergoing a major upgrading) is located about one mile to the north and
downtown Walnut Creek about 1.5 miles to the north.
John Muir Hospital is located about three miles to the northeast.

CONCLUSION

Overall, the subject's location near Rossmoor and adjacent to a clinic and two
nursing homes is a competitive advantage. The subject enjoys good access to
recreational and retail amenities and fair highway and acute medical care
access. Overall, the subject site is adequately situated for a congregate senior
housing project and it is compatible with neighborhood developments. Because the
subject is located at the end of a cul-de-sac on a minor street extension,
overall exposure is limited.
   115
                            NEIGHBORHOOD PHOTOGRAPHS

                Guardian Nursing Home Immediately West of Subject

         View West toward Exit Driveway, Guardian Nursing Home to Left,
                        Manor Care Nursing Home to Right
   116
                            NEIGHBORHOOD PHOTOGRAPHS

                      Open Space/Homes Surrounding Subject
   117
                                SITE DESCRIPTION


LOCATION: The subject site is located at 1228 Rossmoor Parkway in Walnut Creek,
California which is about two blocks northeast of the intersection of Tice Creek
Boulevard and Rossmoor Parkway. The subject is located at the end of the
cul-de-sac of the Rossmoor Parkway extension, about 450 feet east of Rossmoor
Parkway. The subject site consists of one irregular shaped parcel identified as
Contra Costa Assessor's Parcel Number is 189-040-045. An Assessor's Parcel Map
is shown on a following page. A detailed legal description of the site is
provided in the Addenda of this report.

PHYSICAL CHARACTERISTICS: The subject property consists of an irregularly shaped
parcel containing 4.55 acres or 198,198 square feet gross and approximately 3.55
acres or 154,638 square feet net developable. The site is bounded by medical
office/convalescent hospital properties to the west and open space/single family
homes to the north, east and south.

The topography of the site is irregular although its developed portion is
generally flat. The site slopes downward significantly at its northern and
eastern boundaries. The southern portion of the site is currently an open space
rolling hill area (an approximately one acre area).

The site appears to have adequate drainage and is not located within a flood
plain area. The subject is located in a flood zone C, an area of minimal
flooding per Map Number 065070 0603B, dated 5/1/85. No report of soil conditions
was provided to the appraisers and it is assumed that there are no adverse soil
or subsoil conditions affecting existing developments. No obvious toxic or
hazardous conditions were noted during our site inspection. The site can be
considered as having the same overall risk of earthquakes as the San Francisco
Bay Area. The subject is not located in an Alquist-Priolo Special earthquake
study zone.

EXISTING IMPROVEMENTS: The subject site is developed with a 125 unit, 2 story
W-shaped, 97,590 square foot residential congregate senior apartment building.
The subject site is bordered by an asphalt surface parking lot to the west. The
development's entry is oriented towards the parking lot, Rossmoor Parkway
extension and cul-de-sac to the west. Additional improvement detail is discussed
in the Description of Improvements section of this appraisal.

The Rossmoor Parkway extension is a fully improved but minor, two-lane east to
west street extending about 450 feet to the west to Rossmoor Parkway. Street
improvements include asphalt paving, concrete curbs, gutters and sidewalks. The
subject site is served by all utilities including water (City of Walnut Creek),
natural gas and electrical power (Pacific Gas & Electric) and telephone (Pacific
Bell).

ACCESS AND EXPOSURE: The subject site can be accessed from Rossmoor Parkway to
the extension and to the cul-de-sac with one curb cut out. Rossmoor Parkway is a
secondary north to south residential street in southern Walnut Creek. The
subject is located approximately two blocks northeast of Tice Valley Boulevard
and Rossmoor Parkway and about one mile south of Highway 680. The visibility of
the subject from Rossmoor Parkway is limited because of surrounding development
and the varying topography of the immediate neighborhood.
   118
EASEMENTS AND ENCUMBRANCES:  Though a title report was not available for the
subject, the subject is not affected by any significant easements or
encumbrances which affect its operation as a senior housing project. The subject
is impacted by right of way easements along its western portions which allow
joint usage of the parking lot and overall access with The Guardian nursing home
to the immediate west of the subject. The subject also has right of way access
along the Rossmoor Parkway extension.

As noted in the special conditions section of this report, the site was formerly
required to accept 20% "very low and low" income residents as a condition for
the $3,696,000 favorable HUD financing obtained in 1978. This restriction was
reportedly lifted when the subject's current owner purchased the subject in the
1980's. However, the benefit from the remaining term of the favorable financing
was assumed by the current owners.

ZONING: The subject is classified as a limited care complex for ambulatory
senior citizens and is allowed in the PD - a planned development zone (PD 656),
specifically allowing the subject and the adjacent nursing homes. The subject
development was built in 1976 and has been operating on the subject site as a
legal conforming use since that time.

The subject includes up to 96 beds which are currently licensed with the
California Department of Health Services as a residential facility for the
elderly, also known as residential care or assisted living. This licensing
allows the subject to offer nonmedical daily living assistance to these
residents.

EXCESS LAND: None. The subject is fully built out to the developable portions of
its property limits.
   119
                              TAXES AND ASSESSMENTS


Since passage of Proposition 13, or the Jarvis Gann Initiative, in 1978, real
property has been assessed at its 1976 value, trended upward at a maximum rate
of 2% annually, unless there is a transfer of ownership or new construction.
When either of these occur, the property is reassessed at full market value.
Furthermore, Proposition 13 limits annual taxes to 1%, plus a small amount for
bonded indebtedness of the assessed value.



                                                                  
Assessor's Parcel No.:              189-040-045 (Contra Costa County)

Assessed Value 1994-95:
                                    Land                                $1,478,601
                                    Improvements                        $4,385,915
                                    Personal Property                   $  722,622
                                                                        ----------

                                    Total                               $6,587,138
                                                                        ==========

1994-95 Tax Rate:                   1.0626%

1994-95 Taxes:                      $83,637.72 (includes $13,642.80 in direct assessments)

Status:                             Current and paid as due. Our cash flow projections of stabilized 
                                    real estate taxes assumes a sale and reassessment of the subject to 
                                    market value ($10,100,000) at July, 1995 (does not include value 
                                    created by favorable financing).

   120
                           DESCRIPTION OF IMPROVEMENTS


The discussion of the improvements addressed below was accumulated through our
site inspection, a review of limited site plans and through discussions with the
subject's administrator. Detailed architectural drawings were not available.

GENERAL TYPE: The existing main improvement known as Valley View Lodge consists
of one, 1 to 2 story, 125-unit, good quality, Class D retirement apartment
building containing 97,590 square feet of gross building area. The facility
contains 125 units currently configured for 128 beds, including up to 96
licensed assisted living beds. The W-shaped main building improvement fronts the
entry cul-de-sac and a parking lot to the west. A site plan is provided on the
following page.

AGE: The subject improvements were constructed and completed in 1976. Since
1976, the subject has been operating as a congregate senior facility. In the
late 1980's, the subject became licensed by the Department of Social Services to
provide assisted living to residents in 96 beds.

Our site inspection noted a normal amount of wear and tear on a 19 year old
building and no material deferred maintenance. The subject improvement have an
estimated total economic life of 45 years. A chronological and effective age of
19 years suggests a remaining economic life of approximately 26 years.

SIZES:  The subject has the following component size and unit mix:



                                                             Unit
                                            No. of           Size
              Unit Type                      Units           S.F. (est.)              Total S.F.
              ---------                     ------           ----                     ----------
                                                                             
              Studios                         26             391                        10,166

              Studios/Alcoves                 87             531                        46,197

              1BR                             12             571                         6,852
                                            ----                                        ------

              Total                          125                                        63,215 (64.8%)

              Common Areas/Circulation                                                  34,375 (35.2%)
                                                                                        ------

              Gross Building Area                                                       97,590
                                                                                        ======



STRUCTURAL AND EXTERIOR: The subject improvements are constructed on a level
concrete slab foundation with a 1-story (central entry wing) and 2-story (north
and south wings), wood frame construction under a sloping wood shake roof.
Building exterior consists of stucco, protruding balcony decks and extensive
wood trim.
   121
Interior walls are wood frame and painted or wallpapered gypsum board (with wood
handrails in corridors). The main common areas, hallways and room exteriors are
carpeted. Unit baths have vinyl tile. Ceilings in units are painted gypsum board
with common area ceilings and hallways consisting of dropped acoustical tile
with hanging incandescent and fluorescent light fixtures. The entire development
is fully sprinklered with smoke and heat alarms. Units include sliding glass
doors leading to the balconies and patios and sliding windows in aluminum
frames.

MECHANICAL: The development has average lighting and plumbing fixtures. HVAC in
the units consist of individual room heating. HVAC in common areas features hot
water boiler central forced air heating system. The subject also features an
intercom system with paging. The development includes three elevators. Four
stairwells are located throughout the improvement.

INTERIORS: Based on our site inspection, the interiors appear to be functional
for congregate senior apartment use. Unit plans are presented on a following
page. The facility includes 125 apartment units with separate baths. The unit
mix includes 26 small size studios (391 SF), 87 larger studio/alcove units (531
SF) and 12 small one bedroom units (571 SF). Each unit contains a full bath area
with grab bars and a sink with a built-in cabinet, vanity and water closet. Each
unit also contains two emergency pull cords, one each in the bath and living
area. The units also contain a small kitchenette which consists of a sink, two
burners and a half-refrigerator. Each unit includes an outdoor extended iron
rail balcony or open patio.

The focal point of the development is the facility's common areas located on the
centrally located one story ground floor. The facility's main entry area
includes the lobby, main lounge, a reception desk and administrative offices.
The common areas include a card room, theater with stage, exercise room,
activity room, beauty salon and general store. The subject also has four
resident lounges and two day rooms (with larger floor to ceiling windows).
Laundry rooms with washers and dryers for the residents are located on each
floor. The subject also has an employee lounge and restroom and linen closets.
The facility's dining area has a tastefully decorated restaurant atmosphere
located off of the commercial kitchen.

PARKING AND LANDSCAPING: Site parking is located in one open paved parking
areas, west of the development accessed from Rossmoor Parkway extension
cul-de-sac. There are approximately 88 parking spaces (.70/unit) located in the
parking areas (which are shared with the adjacent Guardian nursing home).

Approximately 30% of the site is landscaped with mature trees, flowering
perennials, bushes and grass. Facility landscaping is centered in the open
courtyard surrounded by the southern wing which includes a covered canopy and
seating areas. Concrete walkways surround the building.
Overall site landscaping is above average.
   122
                               SUBJECT PHOTOGRAPHS

                                 Reception Area

                                Main Dining Room
   123
                               SUBJECT PHOTOGRAPHS

                               Typical Lounge Area

                                   Auditorium
   124
                               SUBJECT PHOTOGRAPHS

                             Typical Unit Interiors
   125
                               SUBJECT PHOTOGRAPHS

                       Typical Interior Courtyard/Walkways

                            Typical Interior Corridor
   126
                               SUBJECT PHOTOGRAPHS

                     Main Access Driveway Entry to Subject,
                                    View East

                             Parking Lot, View North
   127
CONCLUSION: In our opinion the subject property's exteriors, common area
interiors, landscaped areas and parking appear average to slightly above average
and competitive for residential retirement uses. The subject is an attractive
project which shows exceptionally well for one that is 19 years old. The
subject's relatively small units are typical of 1970's senior housing
construction. The subject has a more varied unit mix than many projects built in
the 1970's but its units are still smaller and less varied than competitive
projects built in the 1980's. Our site inspection noted no material deferred
maintenance and a good condition reflecting its 19 year old chronological and
effective age.
   128
                                 MARKET ANALYSIS

INTRODUCTION

The elderly are by far the fastest growing population segment, whether expressed
in percentage increase or actual number of persons. Although not as well
documented statistically, the elderly have more money than ever before because
of social security, pension programs, savings and the substantial increase in
the market value of their residences. Most of them are active and in reasonably
good health. This increased health and life expectancy lends them to seek life
enriching activities through an independent lifestyle that provides assistance
when needed.

INDUSTRY OVERVIEW

The housing industry for the elderly can be classified by the three major types
of buyers: the active elderly (go-gos), intermediate (slow-gos) and the person
who needs constant care (no-gos). Active retirees want recreational amenities
with the housing they buy. They want a golf course, tennis courts, swimming
pool, walking and bicycle path, saunas and spas. They want to be near good
places to eat and to be able to enjoy a wide range of cultural activities and
travel opportunities.

Intermediate retirees want a congregate-type of lifestyle that allows them
independence yet gives them the opportunity to take part in quiet activities
such as arts and crafts. Retirees in this intermediate classification also will
look for transportation to shopping, banking or medical offices, some mild form
of recreational activities, such as swimming and golf, plus the opportunity to
socialize in a common dining room or lounge area.

Retirees who need constant care are concerned with medical assistance. They will
look for facilities that offer services and conveniences such as residential
care facilities which will make their lives more comfortable. Also, they will
want a medical center where they can go when their health fails. The subject
property would be targeted at the intermediate and less active elderly.

From a real estate and financial perspective, housing for the elderly is complex
to analyze as they usually represent a combination of other businesses. The
major types of homes for the elderly include:

         Adult Congregate Living Facilities (ACLF): Specially planned, designed
         and managed multi-unit rental housing typically with self contained
         apartments. Supportive services such as meals, housekeeping,
         transportation, social and recreational activities are usually
         provided. In California, these facilities are not licensed.

         Assisted Living Facilities (ALF) (personal care or residential): Group
         living arrangements that provide staff supervised meals, housekeeping
         and personal care (assistance with bathing and medication) and private
         or shared sleeping rooms. These facilities are generally licensed and
         must meet designated operating standards including minimum staff
         requirements. In California, these facilities must be licensed by the
         California Department of Social Services, Division of Community Care.
   129
         Care Facilities (skilled nursing or intermediate care): Skilled nursing
         and intermediate care facilities (commonly known as nursing homes) are
         both operated under the guidance of a licensed administrator with
         licensed nurses and aids providing around the clock nursing care,
         generally one step below that offered at an acute care hospital. In
         California, these facilities must be licensed with the California
         Department of Health Services.

         Life Care Complex (life care community, continuing care, campus
         complex): A housing development planned, designed and operated to
         provide a full range of accommodations and services for older adults,
         including independent living, congregate housing and medical care.
         Residents may move from one level to another as their needs change.
         Life care complexes typically charge a buy-in fee (sometimes
         refundable) in addition to a monthly maintenance fee for services. In
         California, life care contracts must be approved by the State
         Department of Insurance.

         Retirement Village: Developments that offer, home ownership and rental
         units for older persons. Support services often are available for a
         fee.

The subject is a currently existing 125 unit (128 current bed configuration)
licensed assisted living (ALF) facility. This suggests that only 3 of the
subject units are currently configured for 6 semiprivate beds. The subject is
licensed to accept 46 nonambulatory residents (96 assisted living bed licensing
total).

Congregate housing such as the subject is a combination of: a) an apartment
project; b) a hotel offering meals, cleaning and transportation facilities; c) a
social club offering activities; and d) a supporting living environment
providing assisted living amenities (help with bathing, medication, mobility) as
needed. A summary of subject amenities is provided on the following page.

MARKET DEFINITION

Our experience in analyzing congregate housing development indicates that these
facilities have a total market area ranging from a 5 to 30 mile radius from the
site. This area represents a reasonable driving distance for relatives and
friends and also reflects the fact that the elderly do not move great distance
when choosing the congregate housing option. Perhaps more important than a
strict definition of market area based on distance, is the overall character of
the development's environment, whether it is urban, suburban or small
town/rural. In our opinion, the primary market area for the subject site extends
approximately 5 miles outward from the site in all directions. This would
include most of the suburban area of central Contra Costa County including all
of Walnut Creek and Alamo and portions of Pleasant Hill, Concord and Lafayette.
These areas are not only located in close geographic proximity to the site, but
each is a similar, upper middle income bedroom community. This definition of
market area is consistent with the former residences of subject residents. About
35% to 40% of subject residents formerly lived within the nearby Rossmoor
community.
   130
RETIREMENT HOUSING SUPPLY

During the course of our appraisal, we have identified those existing and
proposed elderly retirement facilities in the primary market area which may be
considered somewhat competitive to the subject property. Our census of
potentially competitive congregate rental housing facilities impacting the total
market area is presented on the following pages. Photographs of the rent
comparables are illustrated in the Addenda of this report.

Each of the surveyed congregate facilities is a for-profit housing development
offering two or three meals daily, weekly maid service and many recreational
opportunities. Most of the properties surveyed offer licensed assisted living on
an as needed basis. The properties can be characterized as follows:

BOTH CONGREGATE AND ASSISTED LIVING (MOST SIMILAR TO SUBJECT)

              1.    Byron Park
              3.    Montego Heights Lodge
              4.    Kensington Place
              5.    Chateau Pleasant Hill
              11.   Villa San Ramon

ASSISTED LIVING ONLY

              2.    Eden Villa (Alzheimers/heavy care)
              6.    Family Affair
              7.    Moraga Royale
              8.    Diablo Lodge
              9.    Concord Royale
              10.   San Ramon Lodge

The subject would be most similar to those projects offering both congregate and
assisted living services although it has an overall quality, age and living
environment comparability to Comparable No. 9 (Concord Royale) which only
accepts the frailer, assisted living resident. Like the subject, this project
was built in the late 1970's and has a predominant studio unit mix.

Of the congregate/assisted projects, the subject would be most similar to the
older projects with more similar unit mixes such as Comparable No. 3 (Montego
Heights Lodge) - a sister ARV project - and Comparable No. 5 (Chateau Pleasant
Hill). Montego Heights Lodge in particular, is similar to the subject in target
market and in the a la carte assisted living program. However, this project has
a more monolithic unit mix and inferior layout than the subject. It is also
located within one block of John Muir Hospital but further from Rossmoor.
Comparable No. 5 (Chateau Pleasant Hill) has a more varied unit mix than the
subject and a slightly superior living environment. The other more comparable
projects surveyed are generally newer projects (Comparable Nos. 1 - Kensington
Place, 3 - Byron Park and 11 - Villa San Ramon) with a more varied unit mix and
a generally superior living environment to the subject. The subject would be
competitively placed in the tier of projects below these newer properties
although it has a strong reputation in the local market and has aged
particularly well.
   131
                                VALLEY VIEW LODGE
                    CENSUS OF MARKET AREA ACLF/AL FACILITIES


                                                                                       Congregate
                                                                                      (ACLF) Units        Assisted Living (AL) Units
                                     Age/                                           -------------------     -----------------------
                                     Miles       Total                              Monthly                 Monthly
                                     From        Units/      Unit       Size-       Rental -     Rental/    Rental -        Semi-  
No.   Name/Location                 Subject    AL Beds       Type       S.F.        Private       S.F.      Private        Private 
- ---   -------------                 -------    -------       ----       ----        -------      -------    -------        ------- 

                                                                                                     
1.    Byron Park                     1991/      187/19       Studio     431          $1,575       $3.65      $2,650-         N/A   
      1700 Tice Valley Blvd.         0.4                     1BR        614-834      $1,850-      $3.00-     $3,095
      Walnut Creek                                                                   $2,500       $3.01
                                                             2BR        877-1316     $2,600-      $2.51-
                                                                                     $3,300       $2.96

2.    Eden Villa                     7-95/      36/72        Studio     300 (est.)     Not Available         $2,450-       $1,650- 
      2015 Mt. Diablo Boulevard      3.5                                                                     $2,750        $1,950  
      Walnut Creek                                                                                       (shared bath)             
                                                                                                             $2,650-
                                                                                                             $2,950
                                                                                                        (private bath)

3.    Montego Heights Lodge          1978/      169/192      Studio     296-391      $1,100-      $3.58-     +$150-        +$150-  
      1400 Montego                   2.4                                             $1,400       $3.72      $1,000        $1,000
      Walnut Creek                                           1BR        687          $1,750       $2.55
                                                             SP                      $  825-
                                                                                     $  850

4.    Kensington Place               1988/      176/44       1BR        450-560      $1,885       $3.37-     +$300-          N/A   
      1580 Geary Blvd.               3.2                                                          $4.19      $1,000
      Walnut Creek                                           2BR        760-820      $2,830       $3.45-
                                                                                                  $3.72

5.    Chateau Pleasant Hill          1985/      112/38       Studio     400          $1,295-      $3.24-    +$300-$500       N/A   
      2770 Pleasant Hill Road        3.2                                             $1,700       $4.25
      Pleasant Hill                                          1BR        500          $1,650-      $3.30-
                                                                                     $2,000       $4.00

6.    Family Affair Ret.             1975/      120/160      Studio     450-500      $1,600       $3.20-     $2,000-       $1,800  
      1081 Mohr Lane                 4.5                                                          $3.56      $2,200
      Concord

7.    Moraga Royale                  1987/      95/182       Studio     525            Not Available         $1,600-       $850    
      1600 Canyon Road               4.8                                                                     $2,200
      Moraga



            Assisted Living (AL) Units
         -------------------------------- 
                                              Reported        
No.   Name/Location                 % SSI     Occupancy       
- ---   -------------                 -----     ---------       
                                                              
                                                  
1.    Byron Park                      0%          72%         
      1700 Tice Valley Blvd.                                  
      Walnut Creek                                            
                                                              
2.    Eden Villa                      0%           3%         
      2015 Mt. Diablo Boulevard                 (Opened       
      Walnut Creek                               7/95)        
                                                              
3.    Montego Heights Lodge           8%          87%         
      1400 Montego                                            
      Walnut Creek                                            
                                                              
4.    Kensington Place                0%         100%         
      1580 Geary Blvd.                                        
      Walnut Creek                                            
                                                              
5.    Chateau Pleasant Hill           0%          99%         
      2770 Pleasant Hill Road                                 
      Pleasant Hill                                           
                                                              
6.    Family Affair Ret.              0%          WND         
      1081 Mohr Lane                                          
      Concord                                                 
                                                              
7.    Moraga Royale                   0%          98%         
      1600 Canyon Road                                        
      Moraga

   132
                                VALLEY VIEW LODGE
                    CENSUS OF MARKET AREA ACLF/AL FACILITIES
                                   (CONTINUED)


                                                                                          Congregate
                                     Age/                                             (ACLF) Units     Assisted Living (AL) Units 
                                     Miles       Total                               Monthly                Monthly
                                     From        Units/      Unit       Size-       Rental -     Rental/    Rental -        Semi-  
No.   Name/Location                 Subject    AL Beds       Type       S.F.        Private       S.F.      Private        Private 
- ---   -------------                 -------    -------       ----       ----        -------      -------    -------        ------- 

                                                                                                     
8.    Diablo Lodge                   1990/      118/128      Studio     360 (avg.)  $1,795-       $4.99-     +$300-          N/A   
      950 Diablo Road                5.5                                            $2,095        $5.82      $1,000
      Danville                                               1BR        490         $2,195-       $4.48-
                                                                                    $2,495        $5.09
                                                             2BR        658 (avg.)  $2,695-       $4.10-
                                                                                    $2,895        $4.40

9.    Concord Royale                 1979/      120/196      Studio     250 (est.)          Not Available     $1,200-      $850-   
      4230 Clayton Road              6.5                                                                     $1,800        $950
      Concord

10.   San Ramon Lodge                1991/      40/60        Studio     219-365             Not Available     $2,000-      $1,500- 
      18888 Bollinger Canyon Road    8.6                                                                     $2,500        $1,800
      San Ramon

11.   Villa San Ramon                1992/      120/120      Studio     400          $1,650-      $4.13-     $2,750          N/A   
      9199 Fircrest Lane             8.5                                             $1,795       $4.49
      San Ramon                                              1BR        500-552      $1,825-      $2.85-     $2,850          N/A
                                                                                     $1,995       $3.65
                                                             Lg. 1BR    700          $2,000-      $2.86-
                                                                                     $2,300       $3.29
                                                             2BR        850-870      $2,595-      $3.05-     $3,600        $1,600
                                                                                     $2,795       $3.21

S.    Valley View Lodge              1976/-     125/96       Studio     390          $1,375       $3.53      +$150-        +$150-  
      1228 Rossmoor Parkway                                  Alcove     533          $1,750       $3.28      $1,000        $1,000
      Walnut Creek                                           1BR        571          $1,950       $3.42
                                                             SP                      $1,175





                               Assisted Living 
                                    (AL) Units
                                    
                                                  Reported
No.   Name/Location                     % SSI     Occupancy
- ---   -------------                     -----     ---------

                                         
8.    Diablo Lodge                        0%         100%
      950 Diablo Road               
      Danville                      
                                    
                                    
                                    

9.    Concord Royale                     25%          98%
      4230 Clayton Road             
      Concord

10.   San Ramon Lodge                     0%          86%
      18888 Bollinger Canyon Road   
      San Ramon

11.   Villa San Ramon                                 99%
      9199 Fircrest Lane            
      San Ramon                     
                                    
                                    
                                    
                                    
                                    

S.    Valley View Lodge                   0%          96%
      1228 Rossmoor Parkway         
      Walnut Creek                  
                                    

   133
The assisted living projects are generally less directly comparable to the
subject as they target the older, frailer senior exclusively. Of the projects,
as noted Concord Royale would be most similar to the subject. Comparable No. 8 -
Diablo Lodge, is one of the higher quality assisted living projects in the local
market and in the entire region. Comparable No. 2 (Eden Villa) is a recently
opened project (a conventional vacant nursing home) which targets the heavier
care and Alzheimer patient.

Our survey of local jurisdictions noted no other active proposed senior housing
projects which would pose an imminent competitive threat to the subject. The
overall occupancy of the 11 projects surveyed is a strong 95.2% (not including
the recently opened Comparable No. 6 - Eden Villa).

RETIREMENT HOUSING DEMAND

To measure the theoretical size of the subject's target market, we have analyzed
demographic statistics obtained from Urban Decision Systems for the relevant
target area market which extends about 5 miles outward from the subject site. We
obtained income by age population estimates and projections for this area in
1995 and 2000. Our analysis is as follows:

1)       Determines the number of households over a minimum age, 75, and minimum
         income requirement, over $15,000, from 1995 population estimates and
         2000 population projections. These parameters establish the different
         scenarios for calculating the market saturation rates;

2)       Calculates total market saturation rates required to fill the subject's
         128 beds and all other existing competitive senior facilities
         (estimated at 1,843 beds);

3)       Evaluates the market environment of the subject property given the
         calculated saturation rates.

Our experience in comparable markets, indicates the following regarding
saturation rates.



                                     Estimate of Overall
      Saturation Rate                  Market Demand
      ---------------                -------------------
                                  
          0 - 10%                    Lightly Competitive
         10 - 20%                    Moderately Competitive
         20 - 30%                    Heavily Competitive
           30%+                      Extremely Competitive



Our calculated market saturation rates (near 30%) for the subject market area
suggest a heavily competitive market. Overall, the subject market area can be
characterized as having a large supply of older generation retirement units
serving a very large (due to Rossmoor) and affluent, and growing age and income
eligible senior population. It is important to note that saturation analysis is
only a tool used to measure overall market saturation. It does not consider any
   134
potential competitive advantages that a specific facility might offer.
Saturation rates can also be calculated using different factors/scenarios. Our
methodology of calculating market saturation rates is based on our experience in
analyzing the feasibility of numerous congregate senior housing developments.

CONCLUSIONS

Overall, we noted the following regarding the market environment of Valley View
Lodge:

1)       The calculated saturation rates suggest a heavily competitive market
         environment. However, market area occupancy rates are strong at most
         projects and at the subject. This is due to its good location and
         reputation which offset its older age, large number of smaller units
         and more monolithic unit mix. Considering its age, however, the subject
         offers an above average living environment. The overall average
         occupancy of all projects surveyed was about 95%. The market's strong
         demographics (size, affluence) are countered somewhat by a weak local
         economy which makes seniors on fixed incomes more hesitant to consider
         the congregate senior housing option and less likely to recognize paper
         losses on homes which have declined in value from 1989 peaks;

2)       The subject has a current occupancy of 96%, consistent with its recent
         history. The subject has established a market position as a well run,
         middle to upper middle market project with reasonable rents. The
         subject's physical plant though older can compete with the other newer
         projects in its market. Most of the locally competitive projects are
         newer and have a more varied unit mix than the subject. The subject is
         competitively helped by its closer proximity to the Rossmoor senior
         subdivision, with its significant concentration of seniors. The two
         adjacent nursing homes and medical clinic are also neighborhood assets;

3)       The subject is projected to experience a good increase of 10.4%
         (6,828/6,183) in the age and income eligible target market in the next
         five years;

4)       The subject is owned and operated by ARV Housing Group, one of the
         leading owner/operators in highly saturated market areas;

5)       The subject offers assisted living amenities on an a la carte basis
         (three different levels of assisted living care) which is not typical
         in the market area (most other projects charge one flat higher rent).
         This is a competitive advantage for the subject as residents only need
         pay for assisted living amenities when needed and at the level needed.

These specific conclusions are addressed more fully and used to project pro
forma income and expense cash flows in the Income Approach section of this
report.
   135
                                VALLEY VIEW LODGE
                               SATURATION ANALYSIS


                                                               Saturation Rate (1) 
                                                               -------------------                   Subject
                                                       w/o Subject              w/Subject             Only
                                    # H.H. (2)         (1,843 Beds)(3)         (1,971 Beds)        (128 Beds)
                                    ----------         ---------------         ------------        ----------
                                                                                        
1995 Estimate
- -------------

75+, $15,000 Income                  6,183                 29.8%                  31.9%               2.1%


2000 Projection
- ---------------

75+, $15,000 Income                  6,828                 27.0%                  28.9%               1.9%



NOTES:

(1)   Market saturation rates represent the percentage of total market demand
      which is necessary to absorb a) existing or proposed units not including
      the subject, and b) existing or proposed units including the subject.

(2)   Number of income and age qualifying senior households within 5-mile radius
      of site per Urban Decision Systems.

(3)   Number of competitive units estimated at 100% of Comparable Nos. 1 to 7,
      50% of Comparable Nos. 8 to 11, and 300 units at The Waterford (senior
      congregate condominiums).

(4)   Evaluation of saturation rates:



      Saturation                 Evaluation of
         Rate                 Market Environment
      ----------              -----------------------
                           
        0% - 10%              Lightly Competitive
       10% - 20%              Moderately Competitive
       20% - 30%              Heavily Competitive
          30%+                Extremely Competitive

   136
                              HIGHEST AND BEST USE

Highest and best use is defined as that use, from among reasonably probable and
legally alternative uses, found to be physically possible, appropriately
supported, financially feasible, and which results in the highest land value.
The highest and best use concept must also give recognition of that use to
community environment and to community development goals, in addition to wealth
maximization of individual property owners.

The highest and best use of the land or site, if vacant and available for use,
may be different from the highest and best use of the existing improved
property. This will be true when the improvement is not an optimum use and yet
makes a contribution to total property value in excess of the value of the land
only. In order to determine the property's highest and best use, it is necessary
to analyze the factors discussed below.

AS VACANT

The site's physical characteristics are similar to those found throughout the
area in terms of size (average), topography (basically flat in its developed
portions), exposure (poor) and access (fair). The total land area is large
enough to support most other types of development and it is not located along a
major thoroughfare. The site is probably too small for a lower density
residential subdivision. Therefore, the site's physical characteristics do not
seem to limit many development alternatives.

The subject site is currently zoned P-D, a specific planned development allowing
the subject. This is consistent with other mixed use development along Rossmoor
Parkway to the east, including a medical clinic and two nursing homes. It is
likely that Walnut Creek would allow many alternate medical office,
institutional and possibly some light residential land uses on the subject site.
The subject's 27.5 units per acre density is misleading due to its small, mostly
studio unit mix. Extreme high density residential or heavy retail land uses are
unlikely for the site. Finally, the site itself is not known to be affected by
significant easements or encumbrances.

In determining which possible use of the land represents the highest and best
use of the site, we have analyzed those physical and legal factors affecting the
site. It is then necessary to analyze not only the feasibility of potential
alternate development but determine which types of these developments is
maximally feasible. Our analysis of the congregate housing market in the area
indicates a crowded local market with generally good occupancies (with some
softness), including the subject's current 96% occupancy. Also, a large increase
in the number of age and income eligible seniors over the next five years
suggests adequate long term demand for well run projects like the subject. The
subject is a profitable project and it is in the middle tier of senior housing
facilities in its market. The subject, if it can be filled, would be more
feasible than alternate residential uses due to its higher margin per unit and
higher density. The subject is also more profitable than almost all possible
institutional land uses. Though few to no senior housing projects were being
built anywhere in California in 1994 (this is beginning to change in 1995), an
owner of the site as vacant would probably develop a senior housing use on the
subject site. Therefore, in our opinion, the highest and best use of the site as
vacant in 1995 is probably to develop a senior housing project on the subject
site.
   137
AS IMPROVED

Our experience in comparable projects indicate that a senior project of 128 beds
is large enough to achieve operating economies of scale. Higher densities for
the site would generate difficulties in meeting parking and density requirements
with Walnut Creek.

Considering the factors noted above, the purpose of this appraisal (to value the
subject as is) and because the subject improvements clearly add value over and
above the land alone, we have concluded that the highest and best use of the
site, as improved, is probably as the subject site as built and operating. The
existing improvements and living environment are competitive and functional for
congregate and assisted living uses. The subject's overall quality, unit mix and
unit sizes (though not optimal given their smaller size and limited variety),
common areas, parking and landscaping are average to above average in the local
senior housing market despite their relatively older age.
   138
                                 SITE VALUATION


In order to estimate the fair market value of the subject site, a Sales
Comparison Approach is utilized. Recent sales and listings/offers of vacant land
considered somewhat comparable to the subject in location, zoning, and utility
were analyzed. Adjustments are made as necessary for: date of sale, location,
financing terms, physical characteristics such as size, shape, utilities and
topography, and development limitations such as zoning restrictions, easements
and encumbrances.

A number of sales were reviewed in order to determine the market value of the
subject site. We have considered the sales of local vacant land sites with
somewhat comparable land uses, zoning and locations. In general, we noted few
recent vacant land sales in the area due to the lack of recent development
activity. Those sales that were considered most comparable are presented in a
summary grid on a following page and detailed in the Addenda of this report.

Comparable Sale No. 1 is located at 1836 San Miguel Drive, about one and a half
miles northeast of the subject. This 33,106 square foot parcel is currently
being listed for sale at $430,000 or $12.99 per square foot. Although the site
has a commercial-office zoning designation, according to the Walnut Creek
Planning Department, the zoning can be changed to residential and the site is
located in a residential area (a transitional land use). Six townhomes are
planned for the site. The subject's higher density suggests upward adjustment
although its interior cul-de-sac location and smaller parcel size suggests
downward adjustment from the comparable.

Comparable Sale No. 2 is located at 123 Brodia Way, approximately three miles
northeast of the subject. The 49,658 square foot site sold in March, 1995 for
$720,000 or $14.50 per square foot. The site is zoned for low density
residential and several single family lots are available for sale in the
adjacent area. In comparison to the subject, this site requires downward
adjustment for its smaller parcel size and residential neighborhood location and
upward for its less intensive zoning.

Comparable Sale No. 3 and 4 are part of the same larger transaction. Comparable
Sale No. 3 is located along Tice Creek Drive, northwest of Golden Rain Road
inside the retirement community of Rossmoor, about three blocks to the south of
the subject. Comparable Sale No. 4 is located on Tice Valley Boulevard,
southwest of Rossmoor Parkway immediately outside of Rossmoor and about two
blocks to the southwest. Manor Healthcare Corporation, had wanted to build a
skilled nursing facility inside Rossmoor on the site of Sale No. 3. This plan,
however, was derailed by a lawsuit threat from a Rossmoor residents group and
Manor Care agreed to exchange its site with a larger UDC site (UDC had
originally sold the Sale No. 3 site to Manor Care) located outside the gates (on
the site of Sale No. 4). The December, 1994 swap involved the sale of each site
for $1,781,500. Sale No. 4 will be developed with a nursing home. Sale No. 3
will be developed with 25 lower density duplex/triplex units. The nature of the
transaction (a somewhat forced sale) suggests upward adjustment to the subject.
Both sites are also planned for lower density land uses than the subject.

Before adjustment, the sales discussed above indicate a sale price per square
foot range of approximately $8.18 to $14.50. The above adjustments to the
comparable sales can be summarized as follows:
   139
                                VALLEY VIEW LODGE
                                VACANT LAND SALES


                                                                                                                 Sale Price    
                                                Sale                       Size-SF     Proposed               -----------------
       No.   Location/APN                       Date      Sale Price       (Acres)     Development             SF        Unit       
       ---   ------------                       ----      ----------       -------     -----------             --        ----       

                                                                                                   
       1.    1836 San Miguel Drive              Listing   $  430,000        33,106     6 Townhomes           $12.99     $71,667     
             Walnut Creek                                                   (0.76)
             180-010-029

       2.    123 Brodia Way                     3/95      $  720,000        49,658     Low Density           $14.50       N/A       
             Walnut Creek                                                   (1.14)     Residential
             140-170-006-5

       3.    Tice Creek Drive,                  12/94     $1,781,500       185,130     2 Duplexes &          $9.62      $71,260     
              NW of Golden Rain Road                                        (4.25)     7 Triplexes
             Walnut Creek
             189-130-017-8

       4.    Tice Valley Boulevard,             12/94     $1,781,500       217,800     Nursing Home          $8.18        N/A       
              SW of Rossmoor Parkway                                        (5.00)
             Walnut Creek
             189-130-019-4 (Portion)

       S.    1228 Rossmoor Parkway                -           -            198,198     125 Senior              -          -         
             Walnut Creek                                                   (4.55)     Housing Units
             189-040-045                                                    gross;
                                                                           154,638

                                                                            (3.55)

                                                                             net

   140


                           Sale Price/
            Comp No.           SF           Material Adjustment
            --------       -----------      -------------------
                                      
               1             $12.99         Downward (list/sale price differential, location, parcel size);
                                            Upward (density)
               2             $14.50         Downward (neighborhood, parcel size); Upward (density)
               3             $ 9.62         Upward (conditions of sale, density)
               4             $ 8.18         Upward (conditions of sale, density)



The overall degree of comparability of these sales to the subject is only fair
reflecting the lack of recent comparable vacant land sales in the immediate
area. Overall, Comparable Land Sale Nos. 3 and 4 are most similar to the subject
in general location, but they were part of a slightly forced transaction and are
planned for a lower intensity land use. Sale No. 2 is similar to the subject in
location but has a less intensive land use. Sale No. 1 is a listing and
therefore is given less weight as it is a less precise indication of value.

After considering the specific location and density of the subject site and the
evidence provided by the adjusted comparables and recent trends in land values,
it is concluded that the fair market value of the fee simple interest for the
subject site as of July, 1995, is at a rate of $12.50 per square foot, or for
the subject's 154,638 net square feet, an overall site value of $1,932,975
($12.50/SF x 154,638/SF) or $15,464 per unit.
   141
                                  COST APPROACH


The Cost Approach considers an estimate of the fair market value of the land,
the direct and indirect replacement costs (new) of the improvements,
entrepreneurial profit, and accrued depreciation from all causes. Land value is
taken from the Site Valuation section of this appraisal. Sources for replacement
costs of improvements include: (1) Cost bids or reported actual recent cost of
the subject; (2) Actual costs of recently completed comparable improvements; (3)
Local contractors' opinions; (4) Marshall and Swift Computer Data Base; and, (5)
Marshall and Swift (monthly updated) Cost Manual. Entrepreneurial profit is a
necessary element in the motivation to construct improvements. In estimating any
accrued depreciation, the appraiser takes into consideration: age, condition,
functional utility, detrimental external factors, and any existing leases with
contract rent below fair market (economic) rent. The sum total of land costs,
direct improvement costs, indirect costs and entrepreneurial profit is the
estimated replacement cost new. Subtracting any required depreciation from the
replacement cost new indicates the value by the Cost Approach.

DIRECT COSTS

The estimated building cost per square foot replacement cost new in 1995 for the
subject improvements is derived from the Marshall Cost Data Service (and
comparable projects as a part of total costs) as calculated below:



                                                                                Class D,
                                                                             Average Quality
                                                                          Home for the Elderly
                                                                           (Sec. 11, Page 17)
                                                                          --------------------
                                                                       
                 Base Cost/SF                                                   $    54.16
                 Sprinkler Adjustment                                                 1.20
                 HVAC Adjustment                                                     (1.20)
                                                                                ----------
                                                                                $    54.16

                 Location Multiplier                                            x     1.23
                 Time Multiplier                                                x     1.05
                                                                                ----------
                 Adjusted Base Cost/SF                                          $    69.95

                 Square Footage - GBA                                           x   97,590
                                                                                ----------

                 Adjusted Base Cost                                             $6,826,190
                                                                                ==========



The indicated base rate for the replacement cost new per square foot in 1995 for
the existing improvements is $69.95. Our estimate of the base building cost on a
per square foot basis includes architectural and engineering fees, overall
construction financing cost and operational
   142
overhead. They do not include unusual construction and fixtures, loan points,
pre-marketing costs, furniture and city/public utility fees.

In addition to the adjusted base construction for the building improvements, an
allowance for furniture and equipment was included to arrive at total direct
construction costs of the development. The allowance for furniture and equipment
was estimated using an analysis of the Marshall Cost Manual allowance and
industry experience (as shown below) or $2,500 per unit ($312,500 for 125
units).

INDIRECT COSTS

Indirect Costs - In addition to these direct building costs, we have estimated
indirect costs at 7% of total direct building costs. Indirect costs include
legal/accounting/appraisal fees, loan fees, premarketing advertising and
promotion, city/public utility fees and a contingency fund.

The above estimates reflect a replacement cost new (without land or profit) of
$7,773,707 or $79.66 per square foot or $62,190 per unit. This is compared using
an overall reasonableness test (no specific adjustment is made) to other
recently built comparable congregate senior projects as follows:



                                                                Total             Total
                         No. of                                Cost/SF          Cost/Unit          FF&E
Project                  Units     Location                   (w/o Land)*       (w/o Land)*        Unit
- -------                  ------    --------                   ----------        ----------         ----
                                                                                    
Windsor ALF               149      Windsor                      $79.91           $84,117           $2,516
Park Ridge                 93      Vallejo                      $79.40           $71,138           $2,688
Palm Court                100      Culver City                  $97.41           $84,000           $3,000


*Includes FF&E, shown separately for comparison purposes.

The estimated replacement cost new for the subject is within the lower end of
the range of the costs incurred at these similar projects on a square foot basis
and below the range on a per unit basis which is reconcilable given the
subject's smaller units sizes, more modest quality and predominant studio unit
mix.

Finally, an entrepreneur or developer will typically expect to be compensated
for the time, money, and risk expended in bringing a project to a completed
income producing unit. Profit typically ranges from 10% to over 25% of the total
construction and land costs, depending on the type of property, anticipated
absorption or stabilization period, risk, and the size of the project. A modest
allocation of 15% for entrepreneurial profit or toward the middle of the range
is considered appropriate for the subject given that the highest and best use of
the subject as vacant in 1995 is to probably develop a senior housing project
given the subject's competitive position and crowded local market conditions.
   143
DEPRECIATION

Our site inspection noted no material physical curable, functional or economic
depreciation. We did, however, note the following form of depreciation.

Physical Incurable Depreciation - An amount for physical incurable depreciation
(or the normal wear and tear on improvements as they age) is appropriate
considering the subject's 19 year chronological and effective age, calculated as
follows:



                                                              Direct Building
                                                                    Cost               FF&E
                                                              ---------------          ----
                                                                             
         Base Cost New                                           $6,826,190        $  312,500
         Plus:  Indirect Cost Allocation                         x     1.07        x     1.07
         Plus:  Profit Allocation                                x     1.15        x     1.15
                                                                 ----------        ----------

         Depreciable Base                                        $8,399,627        $  384,531
         Depreciation Estimate (per MVS)                                 28%               50%
                                                                 ----------        ----------

         Total Physical Incurable Depreciation                   $2,351,896        $  192,266
                                                                 ==========        ==========

                                                                       Total       $2,544,162
                                                                                   ==========



The depreciation percentages are based on our site inspection and Marshall
Valuation estimates considering the subject's current 19 year old effective age
(5 years for FF&E considering ongoing replacement) and 45 year old total
economic life (10 years for FF&E). Physical incurable depreciation must be
deducted from estimates of cost new to arrive at an as is valuation.

SUMMARY

Our estimate of value by the Cost Approach is summarized on the following page
with an indicated value conclusion as is, in July, 1995 of $8,618,522, called
$8,625,000.
   144
                                VALLEY VIEW LODGE
                  COST APPROACH CALCULATION (CALCULATOR METHOD)

                                                                                  
Total Land Value (154,638 Net SF at $12.50/SF)                                           $ 1,932,975

Direct Building Costs

Building Cost                                                  $6,826,190
Furniture & Equipment
(125 Units at $2,500/each)                                         312,500
                                                              -----------
Total Direct Building Costs                                                             $ 7,138,690
                                                                                        -----------

Total Direct Building and Land Costs                                                    $ 9,071,665

Indirect Costs - 7%                                                                     $   635,017
                                                                                       ------------

Total Construction and Land Costs                                                       $ 9,706,682

Plus Entrepreneurial Profit at 15%                                                       $ 1,456,002
                                                                                        -----------

Total Cost New (Including Land)                                                         $11,162,684

Less Depreciation

Physical Curable                                                        0
Physical Incurable                                            ($2,544,162)
Functional Curable                                                      0
Functional Incurable                                                    0
External Obsolescence                                                   0
                                                             ------------
Total Depreciation                                                                     ($ 2,544,162)
                                                                                        -----------

Indicated Value, Cost Approach, As Is                                                   $ 8,618,522
                                                                                        ===========

                                                                Rounded to              $ 8,625,000

   145
                                 INCOME APPROACH


The Income Approach is based upon the economic principle that the value of a
property capable of producing real estate income is the present worth of
anticipated future net benefits. The net income projection is translated into a
present capital value indication using a capitalization process. There are
various methods of capitalization that are based on inherent assumptions
concerning the quality, durability, and pattern of the income projection.

Our Income Approach analysis applies an overall capitalization rate to the
subject's projected net income over the next 12 months. This method was
considered appropriate as the subject is currently operating at a stabilized
cash flow (occupancy and expenses). A discounted cash flow model was not
considered of primary usefulness in valuing the subject for the following
reasons:

1)       buyers of properties like the subject typically do not use discounted
         cash flow analyses;

2)       because the subject is a stabilized property, a discounted cash flow
         model would simply be inflating revenues and expenses at a fixed rate
         and then canceling out the inflation estimate using an appropriate
         discount rate. In other words, if properly applied, a discounted cash
         flow analysis would arrive at the same value estimate as applying an
         overall capitalization rate methodology.

Net income is calculated by subtracting a vacancy and credit allowance and all
fixed and operating expenses from the indicated gross income. The methods
utilized to estimate gross income, vacancy, expenses and an overall
capitalization rate are discussed in detail in the following paragraphs.

PROJECTION PERIOD

In our analysis of the subject's net income, we have utilized a projection
period of 12 months (7/95 to 6/96) which reflects a stabilized cash flow and
occupancy level. Based on this premise, the owner of the property will enjoy the
net proceeds of sale (reversion) at July, 1995 based on the projected July, 1995
to June, 1996 net income. The theory is that the investor purchasing the
property in July, 1995 would be more interested in the anticipated net income in
their first year of ownership than they would be in the previous year's income
prior to their ownership.

POTENTIAL GROSS ANNUAL INCOME

In estimating the potential gross annual income for the subject property over
the projection period, we have reviewed the current rent roll and prepared our
own survey of the properties considered to be most competitive and comparable to
the subject. This survey was presented in the Market Analysis section of this
appraisal and summarized on a following page.

The operators of the subject property have achieved the rental census and
occupancy as summarized on the following page. The July, 1995 census reveals an
occupancy of 96.1% or 123 beds out of a maximum current configuration of 128
beds.
   146
                                VALLEY VIEW LODGE
                    SUMMARY OF SUBJECT RENT CENSUS at 6/21/95


                                         Private-1BR      Private-Studio      Semi-Private
                                          (Units)            (Units)             (Beds)            Total

                                                                                         
Number Units/Beds - Rented                   9                 108                 6                123 (96.1%)
Rent Range                              $1,925-$1,950      $1,375-$1,750     $1,062-$1,175       $1,062-$1,950
Rent Average                               $1,942             $1,673            $1,142              $1,667

Potential Total Rent-Rented                $209,700          $2,168,700         $82,200           $2,460,600


Number Units/Beds - Vacant (1)               1                   4                 -                  5 (3.9%)
Rent Range                                 $1,950             $1,750               -             $1,750-$1,950
Rent Average                               $1,950             $1,750               -                $1,790

Total Potential Rent-Vacant                $23,400            $84,000              -               $107,400


Total Units/Beds                            10                 112                 6                128 (100%)
Gross Potential Rent-Total                 $233,100         $2,252,700          $82,200           $2,568,000
Per Unit/Bed                                $1,943            $1,676            $1,142              $1,672



NOTES:

(1)   Vacant units include:

      Private 1BR - Unit 125 (1 Unit);

      Private Studio - Units 123, 133, 143, 150 (4 Units)

(2)   Subject has no SSI residents.
   147
Our review of the subject's rent roll revealed a relatively variable range of
rentals with several units having different rents. Discussions with the current
operator noted that individual monthly rents were a function of the unit
location, when the resident entered the subject and negotiation of the rent when
entered. All SSI rents are fixed by governmental agency at $691 per month and
not market determined.

The comparison of the subject rents (with and without the average assisted
living surcharge) to the market area projects surveyed accumulates the monthly
rental of all facilities, the average of the 11 projects surveyed and the most
comparable projects to the existing Valley View Lodge. Of the projects surveyed,
Comparable Nos. 3 - Montego Heights Lodge, 5 - Chateau Pleasant Hill and 9 -
Concord Royale (assisted living only) would be most similar to the subject in
age, scale, amenities, quality and unit mix.

Overall, the subject's one bedroom, studio and semiprivate room rents (with and
without the assisted living surcharge) are within the range of the most
comparable properties and near (within 5%) the averages (for both congregate and
assisted living) of all facilities. Congregate semiprivate living is generally
not offered at other projects (with the exception of the subject's sister
facility Montego Heights Lodge). Because the subject offers a la carte pricing
for its assisted living amenities, residents can effectively choose their rent
level (the assisted living surcharge) as their living assistance needs vary or
change.

In our opinion, the most compelling evidence that the subject's rents are market
rents (and not above or below) is the subject's recent occupancy history and its
current occupancy, which is 96% at the current rents. The subject's rents are
appropriate given its older age, limited unit mix and good location.

Therefore, given the above discussion, in our opinion, the subject's current
monthly average rents represent market rental rates and are used in our pro
forma estimate of income and expenses shown on a following page. All subject
rents (the average per unit/bed type noted above) are forecast to increase 2%
during the 7/95 to 6/96 projection period, reflecting market conditions and the
subject's history. The 2% estimate in the next 12 months represents an average
4% rent increase applied at each resident's move-in anniversary date which are
assumed to occur evenly over the next 12 months. SSI rates are conservatively
forecasted to remain at current levels in the next 12 months. Our cash flow
estimates are shown gross or before a vacancy and collection factor.

The above rents are base rents for unlicensed congregate living services. This
rent does not include assisted living surcharges which are billed to residents
on an a la carte basis. Currently, the subject charges for these extra amenities
on a case by case basis with an approximate average of $572 extra per month for
medication monitoring, help with bathing and doing personal laundry. Currently,
about 52 residents pay for living assistance at an approximate average of $575
extra rent per month. Our cash flow projections for the subject estimate a
stabilized 43% gross utilization (55 beds gross) of assisted living amenities at
stabilization. This estimate incorporates the current additional licensing of 40
assisted living beds and an almost immediate increase in assisted living
utilization among current residents. The gross assisted living surcharge income
is estimated as follows:
   148
                                VALLEY VIEW LODGE
                            COMPARATIVE RENT ANALYSIS

ACLF - CONGREGATE RENTS


                                 Private - 1BR                            Private - Studio
                   ----------------------------------             ----------------------------------
                   Comp. No.             Monthly Rent             Comp. No.             Monthly Rent
                   ---------             ------------             ---------             ------------
                                                                              
                         1              $1,850-$2,500                   1                 $1,575
                         2              $2,195-$2,495                   3*             $1,100-$1,400
                         3*                $1,750                       5*             $1,295-$1,700
                         4                 $1,885                       8              $1,795-$2,095
                         5*             $1,650-$2,000                  11              $1,650-$1,795
                         8              $2,195-$2,495
                        11              $1,825-$2,300

Range                                   $1,650-$2,500                                  $1,100-$2,095
Average                                    $2,063                                         $1,598




AL - ASSISTED LIVING RENTS


                    Private - 1BR                       Private (Studio)                   Semi-Private
             ------------------------------     -------------------------------     -----------------------------
             Comp. No.         Monthly Rent     Comp. No.         Monthly Rent      Comp. No.        Monthly Rent
             ---------         ------------     ---------         ------------      ---------        ------------

                                                                                        
                   1             $3,300               1             $2,850                1         $2,150-$2,850
                   3          $2,200-$2,300           2          $2,450-$2,950            2         $1,650-$1,950
                   4          $2,185-$2,885           3*         $1,550-$1,850            3*        $1,275-$1,563
                   5*         $1,950-$2,500           5*         $1,595-$2,200            5*        $2,495-$3,495
                   6          $2,000-$2,200           7          $1,600-$2,200            6            $1,800
                   8          $2,495-$3,495           8          $2,095-$3,195            7             $850
                  11             $2,850               9*         $1,200-$1,800            9*          $850-$950
                                                     10          $2,000-$2,500           10         $1,500-$1,800
                                                     11             $2,750               11            $1,600

Range                         $1,950-$3,495                      $1,200-$3,195                       $850-$3,495
Average                          $2,607                             $2,243                             $1,724





                                     Private - 1BR           Private - Studio           Semi-Private
                                     -------------           ----------------           ------------
                                                                                  
Subject Rented Beds -
 Subject Range                       $1,925-$1,950             $1,375-$1,750            $1,062-$1,175
 Subject Average                     $1,942/$2,517**           $1,673/$2,248**          $1,142/$1,717**
                                      (9 Units)               (108 Units)                (6 Beds)
Subject Vacant Beds -
 Subject Range                         $1,950                    $1,750                    -
 Subject Average                     $1,950/$2,575**           $1,750/$2,325**             -
                                      (1 Unit)                 (4 Units)





*Comparable Nos. 3 - Montego Heights Lodge; 5 - Chateau Pleasant Hill; and 7 -
 Concord Royale are most similar to the subject.

**Includes average assisted living surcharge of $575 per month.
   149


                           Avg. Surcharge/             Resident             Projected
         Period               Month/Bed              Utilization          Annual Income
         ------            ---------------           -----------          -------------
                                                                 
         at 6/95                $572                  52 (net)                  -

         at 7/95 to 6/96        $575                  70 (gross)            $483,000



In addition to total potential gross room revenue, we have included
miscellaneous income at 1.0% of effective gross income reflecting historical
receipts for guest meals, processing fees, extra services to residents, and
beauty shop income.

VACANCY AND COLLECTION LOSSES

Our cash flow projections deduct a total vacancy and collection loss in the
stabilized projection period as follows:



                                                            Average                   Average
                                                           Occupancy                  Vacancy
                                                           ---------                  -------
                                                                                
             As Is at 6/95                                   96.1%                     3.9%

             7/95 to 6/96 (Stabilization)                    95.0%                     5.0%



The above estimate of stabilized occupancy/vacancy is meant to incorporate 121.6
residents or an occupancy/vacancy of 95.0% (121.6/128). This conclusion is
slightly lower than the current occupancy (123 beds) but is consistent with the
subject's actual recent occupancy trends, the subject's current higher average
of residents, long term occupancy/unit turnover and operator projections. The
estimated market vacancy factor (5% to 8%) reflects the subject's occupancy
history and current occupancy, discussions with the current operator, the
subject's competitive position and local market conditions as reflected in the
occupancies at similar projects in the market. The subject's market position (an
older project in a crowded local market) and large number of smaller units
mitigate against a lower stabilized vacancy estimate (or higher occupancy).

OPERATING EXPENSES

In determining pro forma estimates of operating expenses, we have primarily
relied on the specific expense histories (1993, 1994, 4 months ending 4/95) and
budget (1995) of the subject property as summarized on the following page and
the experience at comparable projects. The expenses enumerated below would be
those of a typical operator at the subject. We have summarized our expense
estimates as follows:

Real Estate Taxes - Real estate taxes are estimated to reflect an assumed sale
of the subject property and a reassessment at current market rates at July, 1995
($10,100,000 times the tax rate of 1.0626% plus approximately $13,643 in direct
assessments). This real estate tax expense reflects taxes that would have to be
incurred by a buyer of the subject wherein the subject would be reassessed to
market value;
   150
                                VALLEY VIEW LODGE
                          HISTORICAL INCOME AND EXPENSE


                                                 Historical
                              ---------------------------------------------                          Operator
                                                                   4 Months                            Goal
                                Year Ending       Year Ending       Ending           1995             Budget
Revenues                          12/93            12/94           4/30/95         Annualized          1995
- --------                      ------------     -------------      ---------        ----------        ------
                                                                                            
Rental Income                  $ 2,337,333       $ 2,456,025      $ 831,496       $ 2,494,488      $ 2,507,813
Assisted Living Income             231,250           321,567        123,447           370,341          457,500
Non-Operating Revenue          $    32,024       $    35,709      $   9,071       $    27,213      $    38,338
                               -----------       -----------      ---------       -----------      -----------

Total Revenues                 $ 2,600,607       $ 2,813,301      $ 964,014       $ 2,892,042      $ 3,003,651

Expenses (1)
- ------------

Real Estate Taxes              $    75,876       $    82,430        (2)              (2)           $    83,092
Insurance                           16,912            22,500        (2)              (2)                25,276
G&A                                 45,320            57,592        (2)              (2)                55,990
Utilities                          159,499           166,783        (2)              (2)               162,390
Payroll/Benefits                   717,863           798,708        (2)              (2)               850,728
Maintenance                         69,041            68,679        (2)              (2)                71,520
Activities                          13,826            11,965        (2)              (2)                12,750
Marketing                           19,051            16,848        (2)              (2)                20,936
Laundry & Linen                     12,571            10,195        (2)              (2)                14,925
Dietary                            178,270           183,906        (2)              (2)               183,819
Supplies                            42,555            36,469        (2)              (2)                34,800
                               -----------       -----------    ----------      -------------      -----------

Total Operating Expense        $ 1,350,784       $ 1,456,075      $ 496,506       $ 1,489,518      $ 1,516,226
                                     (51.9%)           (51.8%)        (51.5%)           (51.5%)          (50.5%)

Net Operating Income           $ 1,249,823       $ 1,357,226      $ 467,508       $ 1,402,524      $ 1,487,425
                               ===========       ===========           ====             =====            =====



NOTES:

(1)  Does not include management fee or replacement reserves.

(2)  Detail not available.
   151
Insurance - estimated at 1.0% of effective gross income, reflecting typical
charges for liability/fire insurance, historical costs incurred, and the fixed
nature of this expense;

Management - estimated at 5% of effective gross income reflecting the current
typical or average industry charge which would be appropriate for the subject
considering its average complexity of operation;

General and Administrative - estimated at 10% of effective gross income;
representing additional on site costs incurred to manage the subject including
salaries and benefits for the administrator and assistants and all miscellaneous
costs to operate the subject (office supplies, miscellaneous rentals);

Utilities - estimated at 6% of effective gross income, which is consistent with
historical costs incurred. Includes all common area and unit utility costs
(telephone, electric, gas, water, sewer);

Maintenance - estimated at 3% of effective gross income, including all
maintenance/security salary and supplies (including land maintenance and pest
control), derived from historical expenses;

Activities/Transportation - all social/recreational service costs including
salaries and supplies (including van service) are estimated at 2% of effective
gross income;

Marketing - all advertising, marketing and sales expenses are estimated at 2% of
effective gross income. This allocation reflects the costs to a typical operator
considering the locally competitive market;

Housekeeping - estimated at 4.5% of effective gross income to include salaries,
supplies, for both an internal laundry and linen service and housekeeping and
consistent with historical costs incurred;

Dietary - estimated at anticipated dietary costs to a typical operator or $8.50
per day per resident (121.6 occupied beds x $8.50/day x 365 days). This estimate
includes all dietary related salaries and benefits and cost of food. These
estimates are within current industry averages and historical costs incurred;

Personal Care - estimated at 8.0% of effective gross income to include all
salaries and supplies necessary to provide assisted living services to
approximately 55% of the residents (about $9.73 per resident day for 67
residents);

Replacement Reserve - estimated at 15% of the estimated furniture and equipment
cost new ($312,500 or $2,500 per unit) to include the annual reserve necessary
to replace furniture and equipment and other short lived capital items
(carpeting, painting). The stabilized estimate of $46,875 is equal to 1.6% of
the estimate effective gross income.

As shown, total stabilized expenses (not including management fees and reserves)
to a typical operator accumulate to 52.6% of effective gross income or $12,860
per occupied bed (121.6 beds). This percentage is lower than typical because of
the subject's high revenue base caused
   152
in part by the more modest semiprivate census (and no lower rent SSI's). A
comparison to similar congregate/assisted living properties before management
fees and reserves illustrates the following:



                                                                                                    Inflated
                                                        Stabilized              Per                 to 1995
                                 Location             Expense Ratio         Resident/Yr.            at 4%/Yr.
                                 --------             -------------         ------------            --------
                                                                                        
10 ARV Properties                California               61.7%             $ 9,782 (1994)           $10,173

13 Angeles
  Housing Properties             National                 56.6%             $ 8,966 (1993)           $ 9,698

Greenhills                       Millbrae                 55.7%             $ 8,234 (1992)           $ 9,262
Meadows                          Napa                     56.3%             $ 8,418 (1992)           $ 9,469
Country Inn                      Fremont                  52.5%             $ 7,718 (1992)           $ 8,682
Westmont                         Santa Clara              57.7%             $ 9,520 (1992)           $10,296
Canyon Hills Club                Anaheim                  61.2%             $11,918 (1994)           $12,395
Courtyard                        San Marcos               51.6%             $ 9,181 (1993)           $ 9,930

6 Facility Averages                                       55.8%                                      $10,006

Subject - 1993 Historical                                 51.9%             $11,164
Subject - 1994 Historical                                 51.8%             $12,034
Subject - 1/95 to 4/95 Historical                         51.5%             $12,310
Subject - 1995 Budget                                     50.5%             $12,531

Subject Projected (7/95 to 6/96)                          52.6%                                      $12,860



As illustrated, the projected expenses for the subject are above the average of
the expense histories of the projects listed above and above the averages of 10
other ARV facilities. The subject will always have slightly lower expenses on a
percentage of income basis because of its higher revenue base (limited
semiprivate and no SSI beds) and higher on a per patient basis due to the
location within a market area of higher operating costs/rents and its high
assisted living utilization. Our projections consider the experience at the
comparable properties and historical costs incurred.

On the following page, we have illustrated average annual operating costs per
unit as accumulated in a recent national survey of operating expenses for
various types of senior facilities including assisted living. The survey
indicated a median annual cost per unit of $10,577 before management fees
($11,541 total less $964 in management fees). This compares to our per unit
estimate for the subject of $12,510 ($1,563,746/125) in the next 12 months.

Finally, a reconciliation of our adjusted period one (7/95 to 6/96) projected
expenses to 1995 actual annualized expenses illustrates the following:
   153

                                                                                          
         Actual Total Expenses (1/95 to 4/95 Annualized)                                     $1,489,518
                                                                                             ==========

         Operator Budget (1995)                                                              $1,516,226
                                                                                             ==========

         Projected Total Expenses Per SLVS (7/95 to 6/96)                                    $1,759,224

         Less:  Management Fees                                                             ($  148,603)
         Less:  Replacement Reserves                                                        ($   46,875)
                                                                                             ----------

         Adjusted Projected Total Expenses (7/95 to 6/96)                                    $1,563,746
                                                                                             ==========

         Difference
             (over 1995 actual, reflects increase in property taxes,
              assisted living utilization, inflation)                                           +5.0%
             (over 1995 budget, reflects increase in property taxes)                            +3.1%



CAPITALIZATION PROCESS

Because Valley View Lodge is being appraised as of July, 1995 wherein it has
reached a stabilized cash flow, we have utilized a procedure where the
stabilized net income for the period of July, 1995 to June, 1996 is capitalized
at a rate of 12.0% to get an indicated total property value at July, 1995. This
calculation is shown on a following page.

We have been involved in the analysis and valuation of numerous retirement
facilities around California which have generally exhibited overall
capitalization rates ranging from 11% to 15%. These are illustrated in sales of
comparable facilities in the Sales Comparison Approach of this report and are
summarized as follows:



                                            Comparable                         Indicated
                           Sale No.          Property                          Cap Rate
                           --------         ----------                         ---------
                                                                         
                               1            Oak Tree Villa                        12.3%
                               2            El Camino Gardens                     11.2%
                               3            Casa Sandoval                          9.0%
                               4            Lomita Lodge                          12.2%
                               5            Carson Oaks                           12.4%
                               6            Park Ridge                            11.3%

                                            Range                              9.0%-12.4%
                                            Average                               11.4%

                            25 Facility Average                                   12.5%

   154
In April, 1995, Senior Living Valuation Services, Inc. conducted the second
annual survey of close to 300 participants in the senior housing industry
regarding their investment criteria or perception of criteria used in evaluating
different types of senior housing properties. The investment criteria survey
polled included capitalization rates, discount rates and returns on equity. A
copy of this survey is provided in the Addenda of this report. The survey
indicated a capitalization rate range of 9% to 16% and an average of 12.1% for
assisted living facilities. Though the survey is not definitive, it does provide
some market evidence of the investment criteria being used (or perceived to be
used) by industry professionals.

Another method of estimating a capitalization rate is the band of investment
weighted average technique. If the available mortgage terms are known, the debt
service or mortgage constant can be calculated, and if the equity dividend rate
required to attract equity capital is known or can be estimated, the overall
rate applicable in direct capitalization can be computed. Available mortgage
terms are 70% of value at 10.0% interest with an amortization term of 20 years
reflects market terms based on our experience of specific financing transactions
and recent national surveys of financing parameters for senior housing
properties. Based on these terms, the mortgage constant is .1158. The equity
dividend rate required to attract equity capital for properties similar to the
subject is approximately 15%. The indicated overall capitalization rate using
this approach is:

                               Band of Investment



                                            Portion                               Weighted
                                            of Value          Rate              Contribution
                                            --------          ----              ------------
                                                                       
                  Mortgage                  0.70   x         .1158                 .0811
                  Equity                    0.30   x         .15                   .0450
                                                                                   -----

                                            1.0    x         Overall Rate          .1261

                                                             OAR                   12.61%



These sources of capitalization rates can be summarized as follows:



                                                                     Indicated
                                                                     Cap Rates
                                                                     ---------
                                                                  
                            6 Detailed Sales                             11.4%
                           25 Statewide Sales                            12.5%
                           SLVS Investment Survey                        12.1%
                           Band of Investment                           12.61%



Based upon the current characteristics of the subject, namely, its overall
average to slightly above average cash flow risk as reflected in its higher
projected stable occupancy (about 95%), higher average age and cash flow (no SSI
beds, all private pay beds) and giving weight to the subject's very high income
per bed, which is derived from the subject's established niche as a middle
   155
market, good quality assisted living project in the area, and considering the
affluent local market and sales in the region in the recent past, we have
concluded that 12.0% or toward the middle portion of the approximate range is an
appropriate capitalization rate for the subject property.

Though the subject has established a strong competitive niche, is a very well
maintained property for its age and is located close to Rossmoor (all factors
suggesting a lower cap rate), its very high income per bed and indicated sale
price ($80,800/unit), almost 20% above the indicated sale price of any other
comparable California sale in the 1990's, suggest that a buyer, in our opinion,
would moderate any purchase offer to be more consistent with the recent sale of
similar properties in California and to compensate him for the greater
uncertainty of ownership at this higher price (cash flow risk, resale ability).
This increased uncertainty and the probable smaller pool of potential buyers at
this price level, both support an upward adjustment in estimating an appropriate
capitalization rate for the subject.

SUMMARY

Our estimate of value by the Income Approach is summarized on the following page
and produces an indicated value for the subject property as is, at July 14, 1995
of $10,106,925, rounded to $10,100,000 ($80,800/unit).
   156
                                VALLEY VIEW LODGE
                    PRO FORMA INCOME/EXPENSE & CAPITALIZATION


                                                                                         Projected
                                                                                        Stabilized
                                                                                        (7/95-6/96)
                                                                                        -----------
                                                                                                   
             Average Occupancy (All Beds)                                                   95.0%  (121.6 Beds)
             Average Net Rental (All Beds)                                                $1,705

             Potential Gross Rent Income -
               1BR Private - 10 Units at $1,982/Mo. Avg.                                $   237,823
               Studio Private - 112 Units at $1,710/Mo. Avg.                              2,297,595
               Semiprivate - 6 Beds at $1,165/Mo. Avg.                                  $    83,868
                                                                                       -----------

             Potential Gross Rent Income                                               $ 2,619,286

             Plus:  Assisted Living Surcharges (70 Beds at $575/mo.)                    $   483,000
             Plus:  Miscellaneous Income (1% of PGRI)                                  $    26,193
                                                                                       -----------

             Potential Gross Income                                                    $ 3,128,479

             Less:  Stabilized Vacancy & Collection Losses - 5%                       ($   156,424)
                                                                                       -----------

             Effective Gross Income                                                    $ 2,972,055

             Expenses -                                   % of EGI
               Real Estate Taxes                               -                      $    120,966
               Insurance                                     1.0%                           29,721
               Management                                    5.0%                          148,603
               G&A                                          10.0%                          297,206
               Utilities                                     5.5%                          163,467
               Maintenance                                   3.0%                           89,162
               Activity & Trans.                             2.0%                           59,441
               Marketing                                     2.0%                           59,441
               Housekeeping                                  4.5%                          129,318
               Dietary                                    $8.50/PRD                        377,264
               Personal Care                                 8.0%                          237,764
               Replacement Reserves                            -                      $     46,875
                                                                                      ------------
             Total Expenses                                                            $ 1,759,224
                                                                                           (59.2%)

             Stabilized Net Operating Income                                           $ 1,212,831
             Capitalization Rate                                                               .12
                                                                                    --------------

             Capitalized Value                                                         $10,106,925

                                                                                            ======

                                                              Called                   $10,100,000

                                                              Per Unit                $     80,800

   157
                            SALES COMPARISON APPROACH

The Sales Comparison Approach is a method of comparing the subject property to
recent sales and/or listings of similar types of properties located in the
subject or competing areas. Each of these sales must be analyzed to establish
estimate elements of comparability. The reliability of this technique depends on
1) the degree of comparability between the subject and the sales properties; 2)
the length of time since the sales were consummated; 3) the accuracy of the
sales data; and, 4) the absence of unusual conditions affecting the sale.

On the following page, we have included 25 sales of congregate senior housing
properties which can be considered somewhat similar to the subject. The purpose
of including this listing is to provide the reader with some context of western
US senior housing sales beyond those specifically discussed below. This
additional information can be helpful because of the special purpose nature and
general illiquidity of the senior housing market. Some of the sales in the last
18 months represent REO's. Some project buyers present in today's market are
still "bottom fishing" where distressed properties can be purchased at
substantial discounts from replacement cost. However, these buyers have a
shrinking supply of properties available to choose from. This has resulted in an
overall trend of decreasing cap rates (higher sale prices). Those more recent
transactions considered most comparable to the subject are summarized on the
following page and discussed in greater detail in the Addenda of this report.
The sale prices noted below are discussed and reported on a sale price per unit
(total going concern) basis.

Comparable Sale No. 1 is Oak Tree Villa in Scotts Valley which just recently
sold in June, 1995 for $11,900,000 or $58,900 per unit. The 202
congregate/assisted living project, built in 1988 was only 72% occupied at the
date of sale with an indicated cap rate at a full occupancy of 12.3%. The
project has a high quality physical plant although it is located in a relatively
less densely populated area (20 miles south of Silicon Valley; about 5 miles
north of Santa Cruz). 20% of the units of this project are allocated to low
income (HUD) residents.

Comparable Sale No. 2 is El Camino Gardens in Carmichael which sold in May, 1995
for a contracted price of $9,350,000. An estimated $650,000 in deferred
maintenance makes the effective sale price of the project approximately
$10,000,000 or $34,965 per unit. This 286 ACLF/112 ALF, 1984 built project, was
82% occupied at the time of sale and has an average physical plant. The property
had an indicated cap rate at a stabilized occupancy of 11.2%. The property was
purchased by entities affiliated with the subject owner (ARV Housing). The lower
cap rate of this sale is partially explained by the buyer's plans to
substantially upgrade the property in order to increase the assisted living
census.

Comparable Sale No. 3 is the February, 1995 sale of Casa Sandoval which sold at
auction for $15,000,000 or $63,205 per unit. The 1989 built, Hayward project
includes 238 total units. The property was only 81% occupied at the sale date,
reflecting a slightly forced sale due to the financial difficulties of the prior
owner. The property was underperforming at the date of sale and the buyer plans
an aggressive conversion of many units of the project to assisted living. The
overall quality of this project is average despite its newness. The indicated
cap rate of the sale has been estimated at a low 9.0% at a stabilized occupancy
(before consideration of any assisted living conversion).
   158
                 WESTERN US ACLF/AL SENIOR HOUSING SALES SUMMARY

                                 LAST 24 MONTHS



                                                                            Gross      Expense
                                                                             Inc.       Ratio
No.         Facility Name            Location             Age    Units     $/Unit/Mo     (%)     Date
- ---   -----------------------   ------------------       -----   -----     ---------   -------   ----
                                                                               
  1.  The Highlander            Seattle, WA               1979     121      $1,066      55.0%     6/93

  2.  Almond Avenue             Orangevale, CA            1987      39      $1,598      65.2%     7/93

  3.  Summerfield               Tigard, OR                1980     155      $1,100      60.0%     8/93

  4.  Renton Villa              Renton, WA                1983      78      $1,366      66.7%     8/93

  5.  Sherwood Villa            Tacoma, WA                1981      98      $1,328      69.0%     8/93

  6.  Celeste Villa             Modesto, CA               1975      81      $1,080      72.5%    10/93

  7.  Springs of Napa           Napa, CA                  1986     102      $1,332      55.0%    11/93

  8.  Summerhill                Puyallup, WA              1987      96      $1,241      59.4%     2/94

  9.  Chula Vista Inn           Chula Vista, CA           1975     112      $1,034      75.0%     6/94

 10.  Villa San Marcos          San Marcos, CA            1986     100      $1,191      65.0%     6/94

 11.  Camlu                     Phoenix, AZ               1979      88      $1,153      65.0%     6/94

 12.  Gold Star Manor           Fullerton, CA             1985      80      $1,146      70.0%     6/94

 13.  Hacienda de Monterey      Palm Desert, CA           1989     180      $1,813      65.8%     7/94

 14.  Park Ridge                Vallejo, CA               1991      93      $1,632      60.0%     7/94

 15.  Carson Oaks               Stockton, CA              1989      76      $1,462      60.0%     7/94

 16.  Villa Ocotillo            Scottsdale, AZ            1973     102      $1,242      60.0%     9/94

 17.  Lomita Lodge              Ojai, CA                  1970      26      $1,999      75.0%    12/94

 18.  Brea Residential          Brea, CA                  1990      98      $1,377      67.0%     1/95

 19.  Whittier Retirement       Whittier, CA              1973      72      $1,187      67.0%     1/95

 20.  Canyon Hills Club         Anaheim, CA               1989     212      $1,661      67.1%     2/95

 21.  Casa Sandoval             Hayward, CA               1989     238      $1,346      65.0%     2/95

 22.  Valley Crest              Apple Valley, CA          1985      37      $1,600      65.0%     2/95

 23.  Amaryllis Court           Anaheim, CA               1969      33      $1,391      75.0%     3/95

 24.  Fulton Villa              Stockton, CA              1973      76      $  763      72.1%     3/95

 25.  Oak Tree Villa            Scotts Valley, CA         1988     202      $1,399      56.8%     6/95


      Low                                                 1969      26      $  763      55.0%

      High                                                1991     238      $1,999      75.0%

      Low  (minus 2 lowest)                               1973      37      $1,066      56.8%

      High (minus 2 highest)                              1982     104      $1,340      65.3%

      Average:                                            1983     110      $1,330      64.9%



                                 Sale
                                 Price
No.         Facility Name        (000)       $/Unit        OAR         $/SF       GIM
- ---   -----------------------   -------     --------    ---------    --------     ---

                                                                   
  1.  The Highlander             $ 5,200     $41,322       13.4%        $52.73    3.36

  2.  Almond Avenue              $ 2,100     $53,864       12.4%        $57.00    2.81

  3.  Summerfield                $ 6,550     $42,532       13.2%        $80.84    3.20

  4.  Renton Villa               $ 3,000     $38,462       14.2%        $46.51    2.35

  5.  Sherwood Villa             $ 2,800     $28,571       17.3%        $45.67    1.79

  6.  Celeste Villa              $ 1,900     $23,457       13.7%        $32.75    1.81

  7.  Springs of Napa            $ 6,300     $61,765       11.7%        $69.23    3.86

  8.  Summerhill                 $ 5,500     $57,292       10.5%        $62.74    4.40

  9.  Chula Vista Inn            $ 2,675     $23,884       13.0%        $41.10    1.92

 10.  Villa San Marcos           $ 3,951     $39,510       12.7%        $73.17    2.76

 11.  Camlu                      $ 3,800     $43,182       11.2%        $83.66    3.12

 12.  Gold Star Manor            $ 2,880     $36,000       11.5%       $128.34    2.62

 13.  Hacienda de Monterey       $ 7,250     $40,278       18.5%        $41.36    1.85

 14.  Park Ridge                 $ 5,785     $62,204       11.3%        $68.10    3.54

 15.  Carson Oaks                $ 4,200     $55,263       12.4%        $66.95    3.23

 16.  Villa Ocotillo             $ 3,500     $34,314       14.9%        $43.34    2.30

 17.  Lomita Lodge               $ 1,350     $51,923       12.2%       $135.00    2.06

 18.  Brea Residential           $ 4,800     $48,980       11.1%        $84.24    2.96

 19.  Whittier Retirement        $ 2,875     $39,937       11.8%        $75.16    2.80

 20.  Canyon Hills Club          $13,450     $63,443       10.3%        $65.92    3.18

 21.  Casa Sandoval              $15,000     $63,025        9.0%        $69.23    3.90

 22.  Valley Crest               $ 2,200     $59,459       11.3%       $118.71    3.10

 23.  Amaryllis Court            $ 1,150     $34,848       11.0%        $71.72    2.09

 24.  Fulton Villa               $ 1,450     $19,079       11.5%        $25.29    2.08

 25.  Oak Tree Villa             $11,900     $58,911       12.3%        $69.18    3.51


      Low                        $ 1,150     $19,079        9.0%        $32.75    1.79

      High                       $15,000     $63,443       18.5%       $135.00    4.40

      Low  (minus 2 lowest)      $ 1,450     $23,884       10.5%        $41.36    1.85

      High (minus 2 highest)     $11,900     $62,204       14.9%       $118.71    3.86

      Average:                   $ 4,863     $44,860       12.5%        $68.72    2.82


   159
                                VALLEY VIEW LODGE
                            COMPARABLE IMPROVED SALES


                                                                                                                
                                            Age/No.         Sale                            Price/         Sale 
     No.     Name/Location                  of Units        Date       Sale Price           Unit        Price/SF
     ---     -------------                  --------        ----       ----------           -----       --------

                                                                                           
     1.      Oak Tree Villa                  1988/          6/95       $11,900,000         $58,911      $69.19  
             100 Lockwood Lane               202
             Scotts Valley, CA

     2.      El Camino Gardens               1984/          5/95       $10,000,000         $34,965      $62.19  
             2426 Garfield                   286
             Carmichael, CA

     3.      Casa Sandoval                   1989/          2/95       $15,000,000         $63,025      $69.23  
             1200 Russell Way                238
             Hayward, CA

     4.      Lomita Lodge                   1970's/        12/94       $1,350,000          $51,923      $135.00 
             225 N. Lomita                    26
             Ojai, CA

     5.      Carson Oaks                     1989/          7/94       $4,200,000          $55,263      $66.95  
             6725 Inglewood Avenue            76
             Stockton, CA

     6.      Park Ridge                      1991/          7/94       $5,785,000          $62,204      $68.10  
             2261 Tuolumne                    93
             Vallejo, CA

             (1)  Estimated at 92% occupancy





                                                    Indicated 
                                       Occupancy     Overall 
     No.     Name/Location               at Sale       Rate    
     ---     -------------              ----------   -------   
                                            
     1.      Oak Tree Villa              72%          12.3% (1)
             100 Lockwood Lane                                 
             Scotts Valley, CA                                 
                                                               
     2.      El Camino Gardens           82%          11.2% (1)
             2426 Garfield                                     
             Carmichael, CA                                    
                                                               
     3.      Casa Sandoval               81%           9.0% (1)
             1200 Russell Way                                  
             Hayward, CA                                       
                                                               
     4.      Lomita Lodge                81%          12.2% (1)
             225 N. Lomita                                     
             Ojai, CA                                          
                                                               
     5.      Carson Oaks                 95%           12.4%   
             6725 Inglewood Avenue                             
             Stockton, CA                                      
                                                               
     6.      Park Ridge                  55%          11.3% (1)
             2261 Tuolumne            
             Vallejo, CA              

   160
Comparable Sale No. 4 is the December, 1994 sale of Lomita Lodge, a small
assisted living project located in Ojai. The 26 unit project sold for $1,350,000
or $51,923 per unit. The property was originally built in the 1940's and
expanded in the 1970's. The project has high rents but was only 81% occupied at
the date of sale. The indicated cap rate at a stabilized occupancy is 12.2%.

Comparable Sale No. 5 is the July, 1994 sale of Carson Oaks, a 76 unit
congregate senior project located in Stockton (bought by the same buyer as
Comparable No. 1). Stockton is a Central Valley community with an overall
affluence below Livermore. The 1989 built project was purchased for $4,200,000
or $55,263 per unit. The project was 95% occupied at the date of sale. This
project has an overall average to above quality, a weak location (behind a
shopping mall) and can be considered a middle to upper middle market project.
The sale price suggested an estimated capitalization rate of 12.4%.

Comparable Sale No. 6 is the Park Ridge in Vallejo which sold in July, 1994 for
$5,785,000 or $62,204 per unit. The 93 ACLF (including 14 licensed assisted
living beds) is a recently built (1991), modern project in a generally less
affluent Bay Area suburb. The project was only 55% occupied at the date of sale
and has had a very difficult time leasing. The property could be considered
mildly distressed. This is attributable to several factors including a crowded
local competitive market, a weak real estate market and the project possibly
being too high end for its market. The indicated overall capitalization rate of
this sale at a stabilized 92% occupancy is estimated at 11.3%.

The comparables described above indicate unit values of between $34,965 per unit
to $63,025 per unit before adjustments. Overall, in reviewing these sales for
comparability to the subject, we observed significant differences. Most notably,
differences in location, physical plant, occupancy, unit mix and income
producing ability make direct and precise comparison to the subject property
difficult. Therefore, in our opinion, the overall degree of comparability of
these sales to the subject is only fair. Nevertheless, after the adjustments
described below, these comparables should provide approximate parameters for an
indicated value of the subject property.

The first adjustment to the comparable sales (the yet to stabilize Sale Nos. 1,
2, 3, 4 and 6) reflects the difference in the stabilized occupancy of the
comparables at their date of sale to the 95% projected stabilized occupancy of
the subject. The amount of the adjustment is interpolated assuming an
approximate 20% to 25% difference in value between an empty project and one that
is stabilized.

On a following page, we have also adjusted each of the comparable sales for the
difference in the ratio of net income per the total number of units. These
adjustments should provide an approximate value range from the subject. We have
adjusted each comparable by the ratio of the estimated stabilized net income per
unit of the subject ($9,703) to the net income per unit of the comparables. This
ratio should theoretically reflect differences in stabilized occupancy, location
and quality (through rents), unit mix and operating efficiencies (through
expenses).
   161
                                VALLEY VIEW LODGE
                      COMPARABLE IMPROVED SALES ADJUSTMENTS


                                       No. 1        No. 2          No. 3         No. 4         No. 5         No. 6
                                       -----        -----          -----         -----         -----         -----

                                                                                              
Sale Price Per Unit                   $58,911      $34,965       $ 63,025       $51,923       $55,263       $62,204
  Before Adjustment

Occupancy Adjustment                      +10%          +5%            +5%           +5%         -              +15%

Net Income Per Unit                       +34%        +147%           +72%          +54%          +42%          +38%
  Adjustment (Subject (1)            ($ 9,703/    ($ 9,703/     ($  9,703/     ($ 9,703/     ($ 9,703/     ($ 9,703/
  NOI/Unit/Comp/NOI/Unit              $ 7,246)     $ 3,923)      $  5,653)      $ 6,314)      $ 6,851)      $ 7,020)
                                      -------      -------       --------       -------       -------       -------

Sale Price Per Unit
  After Adjustment                    $86,835      $90,684       $113,823       $83,959       $78,473       $98,718
                                      =======      =======       ========       =======       =======       =======



                                                                    
            Range (Less Outlying Sale No. 3):       $    78,473           -   $      98,718
                                                    x        125 Units        x         125 Units
                                                    ------------              --------------

                        Indicated Value Range:      $9,809,125            -   $12,339,750
                                                    ==========                ===========

                                          Called:   $9,800,000           to   $12,350,000



(1)  Subject stabilized NOI/Unit - $1,212,831/125 Units
   162
As illustrated, after adjustment, these sales indicate a value range for the
subject of $78,473 per unit to $98,718 per unit (less the outlying Sale No. 3).
This range provides approximate parameters for a value indication for the
subject. In our opinion, given the above adjustments, the indicated value of the
subject as is in July, 1995 is between $78,473 to $98,718 per unit, calculating
to a total indicated fee simple value using a Sales Comparison Approach of
$9,809,125 ($78,473/unit x 125 units) to $12,339,750 ($98,718/unit x 125 units),
rounded to $9,800,000 to $12,350,000.

As described in the Reconciliation and Conclusion section of this appraisal, due
to significant differences in location, occupancy, quality, income producing
ability and amenities package, our final value conclusion does not place great
weight on this value estimate reflecting the general lack of comparability,
large adjustments and wide range of indicated values.
   163
                        VALUATION OF FAVORABLE FINANCING


The preceding valuation assumes conventional market financing. However, the
subject includes favorable financing in the form of a deed of trust issued in
1976 ($3,286,200, 40 year note). The current balance due of the note is
approximately $2,822,704. The present value of this financing must be added to
our valuation estimates described above because a third party buyer of the
subject should be willing to pay for the debt service savings accruing from this
assumable note.

Our estimate of the effect of the favorable financing is illustrated on the
following page. These assumptions are as follows:


                                                            
                         Note Principal at 7/95:               $2,822,704
                         Interest Rate:                        8.25%, Fixed
                         Note Term:                            11/2016, Assumable

                         Conventional Financing
                         - Interest Rate:                      9.5%, Fixed



To calculate the value of this favorable financing, we have extensively surveyed
leading lenders (REITS, conventional banks, pension funds, FANNIE MAE lenders)
in the senior housing industry to determine a conventional financing interest
rate. The consensus of these lenders is that although conventional taxable
financing of any projects and senior projects in particular is still difficult
in mid 1995, that an average taxable interest rate of 9.5% to 10.0% would not be
considered unreasonable given the specialized nature of a senior housing
project. This is confirmed by a late 1994 survey of lenders as illustrated on
the following pages and supporting an approximate 9.5% to 10.0% loan rate for
senior housing properties. Therefore, considering recent downward trends in
interest rates for senior housing properties, we have estimated a current market
interest rate of 9.5%.

Our calculations estimate the present value of the remaining monthly interest
payment on net funds to be received from the bond financing discounted by the
market interest rate less an approximation of the incremental costs to be
incurred as part of the HUD financing compared to conventional financing (annual
audits) plus the present value of current replacement reserve balances. The
total differential or contribution to value from the favorable financing is
estimated at $269,528, rounded to $275,000 as calculated on the following page.

COMPARABLE MARKET TRANSACTION

As noted in the Special Conditions section of this report, actual market
transactions involving the sale of senior housing properties and tax exempt
financing are rare. We are familiar with the August, 1992 of The Meadows,
located along Atrium Parkway in Napa. The 1988 built, 221 unit congregate
facility was sold by Sacramento Savings and Loan to Old Fellows of Napa, Inc. (a
not-for-profit) for $11,945,000 ($11,500,000 contracted sale price plus $445,000
sales transaction charges). The buyer partially funded the purchase with a
$6,500,000 tax exempt bond issue
   164
                                VALLEY VIEW LODGE
                        VALUATION OF FAVORABLE FINANCING


                                                                                       
     Present value of financing at market rate (9.5%):                                    $2,822,704

     Present value of financing at below market rate (8.25%):

        Present value of $23,468 (1) monthly payment
        for 21.3 remaining years at 9.5% market rate                                      $2,555,366
                                                                                          ----------

     Difference in present value of financing                                             $  267,338

     Less:  $6,000/year annual HUD audit charges (through 2016)
             discounted to 7/95 at 9.5%                                                   ($   53,766)

     Plus:  Present value of replacement reserve balance at 7/95
             ($88,817) discounted to 7/95 at 6.0% (9.5% market interest
             rate less 3.5% estimated interest earned on escrow funds)                    $   55,261
                                                                                          ----------
     Net Difference in present value of financing                                         $  268,833
                                                                                          ==========

                                                                           Called         $  275,000




(1)   Monthly payment for $3,286,200, 40 years, 8.25% interest rate plus reserve
      obligations.
   165
(floating interest rate, 30 year amortization). The value of this favorable
financing was estimated at $1,100,000 using the same market financing comparison
described above for the subject. This would suggest that the capitalized cash
flow or going concern value of the property was about $10,845,000 ($11,945,000
less $1,100,000). Our appraisal value of the subject's going concern value was
within 2% of this figure. This example provides some credibility (in addition to
a theoretical analysis) to the methodology and conclusions set forth above for
the subject.
   166
                          RECONCILIATION AND CONCLUSION



                                                                                            Market Value
                                                                                          As Is - 7/14/95
                                                                                          ---------------
                                                                                       
            Indicated Value, Cost Approach                                                  $ 8,625,000*
            Indicated Value, Income Approach                                                $10,100,000*
            Indicated Value, Sales Comparison Approach                                      $ 9,800,000-
                                                                                            $12,350,000*


            *before addition of value for favorable financing

The development of a final estimate of value involves judgment in a careful and
logical analysis of the procedures leading to each indication of value. The
judgment criteria are appropriateness, accuracy and quantity of evidence.

The Sales Comparison Approach is most applicable when closely comparable
properties are bought and sold in the market on a regular basis. We relied on
the sales of somewhat comparable facilities to estimate value using this
approach. However, due to overall property type illiquidity, differences in
occupancy, location and income producing ability, direct comparison to the
subject property is difficult as suggested by the wide range of indicated
values. Considering these factors, the Sales Comparison Approach is considered
to produce a less reliable indication of value.

The Cost Approach is most applicable when the improvements are new or nearly new
and where a few number of subjective adjustments must be made to reflect
depreciation, if any. In estimating construction cost new, we relied on well
documented general cost information provided by the Marshall Valuation Service
which was generally supported by actual costs incurred at similar projects. Our
estimate of land value is somewhat supported by the sale of similarly zoned
vacant land parcels in the region. Adjustments for physical incurable
depreciation are approximations but were estimated using reasonable analyses.
Considering these factors and the subject's high income producing ability, the
Cost Approach is considered to produce a less accurate indication of value. This
approach is also rarely relied on by investors in this type of property.

The Income Approach is typically considered the strongest value indicator for
properties purchased primarily for their income producing potential. This
approach most accurately reflects the impact of stabilized occupancy rates for
properties such as the subject. Comparable market rental rates and an analysis
of the current census were available for the subject units to arrive at an
estimate of fair market rent and gross income. Expense data was substantiated by
historical data and comparable projects. Finally, our estimate of the
capitalization rate is appropriate reflecting current market conditions, the
subject's overall average cash flow risk and market position and the indicated
capitalized cash flow sale price in comparison to the sale prices of other
similar properties in the recent past. Overall, the Income Approach is
considered a strong and only truly reliable indicator of value for the subject
property.
   167
After considering the factors leading to each indication of value, the Income
Approach is considered to be the most appropriate for the purpose of this
appraisal. The Sales Comparison Approach is given little to no weight due to the
illiquidity of the market, shifting market trends and the wide range of
indicated values. The Cost Approach is also given little to no emphasis, based
on the deductions for depreciation and our highest and best use discussion. The
final market value estimate of the fee simple total going concern interest of
the subject property as is, without the value of any favorable financing, on
July 14, 1995, is:

             TEN MILLION ONE HUNDRED THOUSAND ($10,100,000) DOLLARS

The inclusion of an estimated $275,000 in value attributable to assumable
favorable financing suggest a total reported valuation of $10,375,000.
   168
              ALLOCATION OF FINAL VALUE DETERMINATION TO COMPONENTS


We have allocated our total going concern value determination to various
components including real estate, business and personal property value. To
allocate the going concern value estimate, we have utilized both the Cost and
Income Approaches to estimate a reliable and reasonable allocation to each
component. A summary of our allocation is illustrated below:

              Allocation of Final Going Concern Value Determination



                                                                                   As Is -
                                                                                   7/14/95
                                                                                   -------
                                                                             
                  Total Going Concern Value                                     $10,100,000(3)

                  Personal Property (1)                                             150,000
                  Business Value (2)                                              1,225,000
                                                                                -----------
                  Real Estate Value                                             $ 8,725,000
                                                                                ===========


         (1)      FF&E estimated from Cost Approach estimates less accrued
                  depreciation.

         (2)      Business value estimated from the calculated difference in
                  value of the subject as is (full occupancy) compared to its
                  value as if it were vacant as shown below.

         (3)      Before addition of value of favorable financing.


The personal property value is taken from the Cost Approach estimates set forth
in Cost Approach section of this report. This estimate reflected a replacement
cost new of $2,500 per unit (total of $312,500 FF&E cost new for 125 units)
which must be adjusted to its current depreciated value. Given the estimated
five year old average age of the subject's personal property items and ongoing
replacement, we have estimated a 50% allocation for depreciation at 7/14/95 or
an as is value of $312,500 x 50% = $156,250, rounded to $150,000.

The business component of the subject value reflects the fact that the subject
is a business requiring specialized management services such as meals,
housekeeping and social activities represent complications in the operation of a
senior housing facility and require specific managerial expertise. An
appropriate method to estimate the business value component is to compare the
value of the subject as is ($10,100,000) as a fully operating stabilized
property to its estimated value as if it were empty, as estimated below
($8,875,000). The estimated business value would be the difference in these
values or $1,225,000.
   169
               Approximate Valuation of Subject As If Empty at 7/95



                                                     Period 1             Period 2             Period 3
                                                    (7/95-6/96)          (7/96-6/97)          (7/97-6/98)
                                                    -----------          -----------          -----------
                                                                                     
           Average Occupancy                           38.75%               76.25%               95.0%

           Potential Gross Income                    $3,128,479           $3,253,618           $3,383,763

           Effective Gross Income                    $1,212,286           $2,480,884           $3,214,575

           Total Expenses                            $1,231,619           $1,646,851           $1,903,028
                                                     ----------           ----------           ----------

           Net Income                               ($   19,333)          $  834,033           $1,311,547
                                                     ==========           ==========           ==========

           Discounted Value                         ($   16,812)          $  630,612           $8,263,839
                                                     ==========           ==========           ==========

                                                                              Total            $8,877,639
                                                                                               ==========

                                                                             Called            $8,875,000
                                                                                               ==========



Assumptions: 20% preleasing; 4.0 units/month absorption; 4% annual rent
increases; stabilized expense estimated at 59.8% of stabilized effective gross
income; expenses decreasing from the stabilized period three at 4%/year for
inflation and also for lower occupancy by 10% in period two, 30% in period one;
12.0% terminal cap rate; 15.0% discount rate.

The real estate component is the remainder or residual of the final value
determination after a subtraction for the personal property and business value
components, or as illustrated for the subject: $8,725,000 at July 14, 1995, as
is, or 86.4% of the total going concern value. In our opinion, though these
allocations are estimates, they can be considered reliable and reasonable given
the analysis set forth above.
   170
                                MARKETING PERIOD


The subject's estimated marketing time is 6 months. This conclusion is based on
discussions with those brokers specializing in the sale of senior housing
projects, our knowledge of specific sale transactions (which have had widely
variable marketing times) and considering current market conditions and the
characteristics of the subject. Marketing times at several similar projects
indicate the following:


                                                                            
                       Casa Sandoval               Hayward                           6 months
                       Fulton Villa                Stockton                          4 months
                       Pacific Springs             Escondido/El Cajon                5 months
                       Park Ridge                  Vallejo                           5 months



In our opinion, the subject would probably experience an average marketing time
(regarded as about 6 months). The majority of buyers of senior housing projects
are still seeking (and have fewer and fewer available opportunities) distressed
properties where large increases in cash flow value are possible. The subject is
not a distressed property given the current 96%+/- stabilized occupancy and as
such would have a lesser appeal to some market buyers (subject has limited
upside potential although its assisted living utilization could be increased).
The subject's high indicated sale price per unit would likely cause some
potential buyers to be more cautious in any purchase of the subject.
Nevertheless, the subject would be viewed as a solid cash flow project with a
very well maintained physical plant (albeit with a limited unit mix) in a good
overall, affluent location. The subject's most likely buyer would be a larger
facility owner/operator of other comparable congregate senior housing properties
in California (i.e. Holiday Retirement, Manor Care, Leisure Care, Capital Senior
Living, Brim, Health Care Group, etc.).
   171
                                  CERTIFICATION


 1.      We have no present or contemplated future interest in the real estate
         that is the subject of this appraisal report.

 2.      We have no personal interest or bias with respect to the subject matter
         of this appraisal report or the parties involved.

 3.      To the best of our knowledge and belief, the statements of fact
         contained in this appraisal report, upon which the analyses, opinions
         and conclusions expressed herein are based, are true and correct.

 4.      This appraisal report sets forth all of the limiting conditions
         (imposed by the terms of my assignment or by the undersigned) affecting
         the analyses, opinions and conclusions contained in this report.

 5.      This appraisal report has been made in conformity with and is subject
         to the requirements of the Code of Professional Ethics and Standards of
         Professional Conduct of the Appraisal Institute and is prepared in
         accordance with the requirements of the Office of the Comptroller of
         the Currency and the Uniform Standards of Professional Appraisal
         Practice.

 6.      Our compensation is not contingent on an action or event resulting from
         the analysis, opinions, conclusions reached or the use of this report.

 7.      The value estimates set forth in this report are not predetermined or
         based on any requested minimum valuation, a specific valuation or the
         approval of a loan.

 8.      The use of this report is subject to the requirements of the Appraisal
         Institute relating to review by its duly authorized representatives.

 9.      Mary Catherine Wiederhold, Appraisal Associate provided significant
         professional assistance to the person signing this report.

10.      As of the date of this report, Michael G. Boehm, MAI has completed the
         requirements of the continuing education program of the Appraisal
         Institute.

11.      A personal inspection of the property was made by Michael G. Boehm, MAI
         on May 9, 1995 and by Mary Catherine Wiederhold on July 14, 1995.
   172
12.      The concluded total going concern market value estimate of the fee
         simple interest of Valley View Lodge, including the value of favorable
         financing, is as follows:

         MARKET VALUE "AS IS" (JULY 14, 1995):

         TEN MILLION THREE HUNDRED SEVENTY FIVE THOUSAND ($10,375,000) DOLLARS


SENIOR LIVING VALUATION SERVICES, INC.



- -------------------------------
Michael G. Boehm, MAI
   173

                                  A D D E N D A
   174
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                          
                  No. 1 -    Byron Park
                             1700 Tice Valley Boulevard
                             Walnut Creek



                  No. 2 -    Eden Villa
                             2015 Mt. Diablo Boulevard
                             Walnut Creek

   175
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                          
                  No. 3 -    Montego Heights Lodge
                             1400 Montego
                             Walnut Creek



                  No. 4 -    Kensington Place
                             1580 Geary Boulevard
                             Walnut Creek

   176
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                          
                  No. 5 -    Chateau Pleasant Hill
                             2770 Pleasant Hill Road
                             Pleasant Hill

                  No. 6 -    Family Affair
                             1081 Mohr Lane
                             Concord

   177
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                         
                  No. 7 -   Moraga Royale
                            1600 Canyon Road
                            Moraga

                  No. 8 -   Diablo Lodge
                            950 Diablo Road
                            Danville

   178
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                         
                  No. 9 -   Concord Royale
                            4230 Clayton Road
                            Concord

                  No. 10 -  San Ramon Lodge
                            18888 Bollinger Canyon Road
                            San Ramon

   179
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                           
                  No. 11 -    Villa San Ramon
                              9199 Fircrest Lane
                              San Ramon

   180
                        VACANT LAND SALE COMPARABLE NO. 1

                                                      
         Location:                     1836 San Miguel Drive
                                       Walnut Creek, CA

         Assessor's Parcel No.:        180-010-029 (Contra Costa County)

         Sale Date:                    Listing

         Document No.:                 N/A

         Listing Price:                $430,000

         Size:                         33,106 Square Feet (0.76 Acres)

         Listing Price/SF:             $12.99

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         6 Townhomes; 7.9 Units/Acre

         Sale Price Per Unit:          $71,667

         Zoning:                       C-O

         Grantor:                      Kenneth Nazari & Sahrab Firoozeh Nazari

         Grantee:                      N/A

         Terms:                        N/A

         Comments:                     Located across San Miguel Drive from
                                       professional offices; in overall
                                       residential area; property has been
                                       listed for over one year, according to
                                       the broker with no offers; listing price
                                       includes approved townhome plans.

   181
                        VACANT LAND SALE COMPARABLE NO. 2

                                               
         Location:                     123 Brodia Way
                                       Walnut Creek, CA

         Assessor's Parcel No.:        140-170-006-5 (Contra Costa County)

         Sale Date:                    3/3/95

         Document No.:                 35433

         Sale Price:                   $720,000

         Size:                         49,658 Square Feet (1.14 Acres)

         Sale Price/SF:                $14.50

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         Unknown

         Zoning:                       R-4

         Grantor:                      Edward Sonnenberg

         Grantee:                      M/M Richard and Lynne Chapman

         Terms:                        N/A

         Comments:                     In rolling hill, high end residential 
                                       area; owner holding for future 
                                       development.

   182
                        VACANT LAND SALE COMPARABLE NO. 3

                                    
         Location:                     Tice Creek Drive, Northwest of Golden 
                                       Rain Road
                                       Walnut Creek, CA

         Assessor's Parcel No.:        189-130-019-4 (Contra Costa County)

         Sale Date:                    12/2/94

         Document No.:                 287278

         Sale Price:                   $1,781,500

         Size:                         185,130 Square Feet (4.25 Acres)

         Sale Price/SF:                $9.62

         Topography:                   Flat to Slightly Sloping

         Shape:                        Irregular

         Proposed Use/Density:         2 Duplexes and 7 Triplexes; 5.88 
                                       Units/Acre

         Sale Price Per Unit:          $71,260 at 25 units

         Zoning:                       PD-1829

         Grantor:                      Manor Healthcare Corp.

         Grantee:                      UDC Homes, Inc.

         Terms:                        All Cash to Seller

         Comments:                     Site located inside the gated Rossmoor
                                       Retirement Community; this transaction
                                       was a direct exchange with Land Sale No.
                                       4; development of condominiums underway;
                                       parcel is located across Golden Rain Road
                                       from The Waterford (congregate senior
                                       condos).

   183
                        VACANT LAND SALE COMPARABLE NO. 4

                                    
         Location:                     Tice Valley Boulevard, Southwest of 
                                        Rossmoor Parkway
                                       Walnut Creek, CA

         Assessor's Parcel No.:        189-130-019-4 (Contra Costa County)

         Sale Date:                    12/2/94

         Document No.:                 287282

         Sale Price:                   $1,781,500

         Size:                         217,800 Square Feet (5.0 Acres)

         Sale Price/SF:                $8.18

         Topography:                   Sloping

         Shape:                        Irregular

         Proposed Use/Density:         120 Bed Nursing Home; 13 Rooms/Acre 
                                        (estimated)

         Zoning:                       PD

         Grantor:                      UDC Homes, Inc.

         Grantee:                      Manor Health Care Corp.

         Terms:                        All Cash to Seller

         Comments:                     Site located outside the gated Rossmoor 
                                       Retirement Community; sale was a direct
                                       exchange with Land Sale No. 3; parcel has
                                       451 feet of frontage along Rossmoor
                                       Parkway and 406 feet of frontage along 
                                       Tice Valley Boulevard.

   184
                         IMPROVED SALE COMPARABLE NO. 1


                                      
     Name:                               Oak Tree Villa

     Location:                           100 Lockwood Lane, Scotts Valley, CA

     Assessor's Parcel No.:              021-052-01 (Santa Cruz County)

     Sale Date:                          6/6/95

     Sale Price:                         $11,900,000

     No. of Units:                       202 Units (includes 40 assisted living
                                         units)

     Age:                                1988

     % Private Pay:                      100% (includes 20% low income 
                                         residents)

     Size (GBA):                         172,000 Square Feet

     Average Unit Size (GBA/Unit):       851 Square Feet

     Sale Price/Unit:                    $58,911

     Sale Price/SF:                      $69.19

     Occupancy Rate:                     72%

     Gross Operating Income:             $3,390,984 (estimated @ 90% occupancy)

     Expenses:                           $1,925,343

     Net Operating Income:               $1,465,641 (estimated @ 90% occupancy)

     % Expenses:                         56.8%

     G.I.M.:                             3.51

     O.A.R.:                             12.3 (estimated @ 90% occupancy)

     N.O.I./Unit:                        $7,256

     Grantor:                            Oak Tree Villa Partnership

     Grantee:                            Birtcher Senior Properties

     Terms:                              $4,955,000 cash (39%); $7,745,000
                                         assumption of existing debt, 30 year
                                         amortization, due in 15 years, 10.25%
                                         rate.

     Comments:                           20% of units must be allocated to low
                                         income (HUD) residents; unit mix: 102
                                         alcove units (450 SF) and 100 one
                                         bedroom units (600 SF); located in
                                         lightly populated area.

     Confirmation:                       Keith Louie (415) 391-9220

   185
                         IMPROVED SALE COMPARABLE NO. 2


                                      
     Name:                               El Camino Gardens

     Location:                           2426 Garfield Avenue, Carmichael, CA

     Assessor's Parcel No.:              283-0030-14 (Sacramento County)

     Sale Date:                          5/31/95 (Document No. 8309302142)

     Sale Price:                         $10,000,000 (includes $650,000 in
                                         deferred maintenance)

     No. of Units:                       286 Units (174 ACLF/112 ALF)

     Age:                                1984

     Size (GBA):                         160,810 Square Feet

     Average Unit Size (GBA/Unit):       562 Square Feet

     Sale Price/Unit:                    $34,965

     Sale Price/SF:                      $62.19

     Occupancy Rate:                     95%

     Gross Operating Income:             $2,814,240

     Expenses:                           $1,788,544

     Net Operating Income:               $1,025,696

     % Expenses:                         63.6%

     G.I.M.:                             3.55

     O.A.R.:                             10.3%

     N.O.I./Unit:                        $3,586

     Grantor:                            Joseph Benvenuti

     Grantee:                            Nationwide Health Properties (REIT)

     Terms:                              All Cash to Seller

     Comments:                           Project had approximately $650,000 in
                                         deferred maintenance at time of sale;
                                         purchased by REIT and leased to ARV
                                         Housing Group; licensed to include up
                                         to 224 assisted living beds.

     Confirmation:                       Eric Davidson (714) 751-7400

   186
                         IMPROVED SALE COMPARABLE NO. 3


                                      
     Name:                               Casa Sandoval

     Location:                           1200 Russell Way, Hayward, CA

     Assessor's Parcel No.:              415-240-007, 008 (Alameda County)

     Sale Date:                          2/27/95

     Sale Price:                         $15,000,000

     No. of Units:                       238 Units

     Age:                                1989

     Size (GBA):                         216,639 Square Feet

     Average Unit Size (GBA/Unit):       920 Square Feet

     Sale Price/Unit:                    $63,025

     Sale Price/SF:                      $69.23

     Occupancy Rate:                     81%

     Gross Operating Income:             $3,844,396 (estimated @ 92% occupancy)

     Expenses:                           $2,498,857

     Net Operating Income:               $1,345,539

     % Expenses:                         65% (estimated @ 92% occupancy)

     G.I.M.:                             3.90

     O.A.R.:                             9.0%

     N.O.I./Unit:                        $5,653

     Grantor:                            Casa Sandoval Investors, L.P.

     Grantee:                            Weh Chang

     Terms:                              All Cash to Seller

     Comments:                           Average quality project in middle
                                         income suburban area; sold at auction
                                         on 2/9/95; property underperforming at
                                         date of sale; buyer plans significant
                                         licensing/conversion of many units to
                                         assisted living.

     Confirmation:                       John Rosenfeld (310) 473-8900 ext. 119

   187
                         IMPROVED SALE COMPARABLE NO. 4


                                      
     Name:                               Lomita Lodge

     Location:                           225 N. Lomita Avenue, Ojai, CA

     Assessor's Parcel No.:              017-083-200 (Ventura County)

     Sale Date:                          12/30/94 (Doc. No. 206073)

     Sale Price:                         $1,350,000

     No. of Units:                       26 Units/36 Beds (Licensed AL)

     Age:                                1940's/1970's

     Size (GBA):                         10,000 Square Feet

     Average Unit Size (GBA/Unit):       385 Square Feet

     Sale Price/Unit:                    $51,923

     Sale Price/SF:                      $135.00

     Occupancy Rate:                     81%

     Gross Operating Income:             $656,640 (estimated @ 95% occupancy)

     Expenses:                           $492,480

     Net Operating Income:               $164,160 (estimated @ 95% occupancy)

     % Expenses:                         75.0%

     G.I.M.:                             2.06

     O.A.R.:                             12.2% (estimated @ 95% occupancy)

     N.O.I./Unit:                        $6,314

     Grantor:                            Raymond & Judy Berard

     Grantee:                            Ojai Retirement Inn #1, Ltd.

     Terms:                              $270,000 Cash; $1,080,000 variable rate
                                         loan at 8.5%, 20 year amortization.

     Comments:                           Property underperformed at date of
                                         sale; currently 95% occupied; rents
                                         range from $1,500 to $2,350 per month
                                         per bed; property includes about 25%
                                         SSI.

     Confirmation:                       Gerry Meglin (805) 646-5533

   188
                         IMPROVED SALE COMPARABLE NO. 5


                                      
     Name:                               Carson Oaks (now called Merrill Gardens
                                         at Carson Oaks)

     Location:                           6725 Inglewood Avenue, Stockton, CA

     Assessor's Parcel No.:              081-260-053 (San Joaquin County)

     Sale Date:                          7/27/94 (Doc. No. 87023)

     Sale Price:                         $4,200,000

     No. of Units:                       76 Units

     Age:                                1989

     % Private Pay:                      100%

     Size (GBA):                         62,733 Square Feet

     Average Unit Size (GBA/Unit):       612 Square Feet (average unit)

     Sale Price/Unit:                    $55,263

     Sale Price/SF:                      $66.95

     Occupancy Rate:                     95%

     Gross Operating Income:             $1,301,712

     Expenses:                           $781,027

     Net Operating Income:               $520,685

     % Expenses:                         60%

     G.I.M.:                             3.23

     O.A.R.:                             12.4%

     N.O.I./Unit:                        $6,851

     Grantor:                            Tuolumne Commons, Limited Partner

     Grantee:                            Merrill Associates, Limited Partner

     Terms:                              All Cash to Seller

     Comments:                           Newer facility with large number of one
                                         bedroom with full kitchens in an
                                         affluent neighborhood; not licensed for
                                         assisted living.

     Confirmation:                       Lee Haris (415) 391-9220

   189
                         IMPROVED SALE COMPARABLE NO. 6


                                      
     Name:                               Park Ridge (now called Merrill Gardens)

     Location:                           2261 Tuolumne Street, Vallejo, CA

     Assessor's Parcel No.:              0052-330-008 (Solano County)

     Sale Date:                          7/27/94 (Doc. No. 69837)

     Sale Price:                         $5,785,000

     No. of Units:                       93 ACLF; 14 Beds (Licensed AL)

     Age:                                1991

     % Private Pay:                      100%

     Size (GBA):                         84,989 Square Feet

     Average Unit Size (GBA/Unit):       654 Square Feet

     Sale Price/Unit:                    $62,204

     Sale Price/SF:                      $68.10

     Occupancy Rate:                     Project stabilized at 90%; at sale date
                                         55%

     Gross Operating Income:             $1,632,150

     Expenses:                           $979,290

     Net Operating Income:               $652,860

     % Expenses:                         60%

     G.I.M.:                             3.54

     O.A.R.:                             11.3%

     N.O.I./Unit:                        $7,020

     Grantor:                            Tuolumne Commons, Limited Partner

     Grantee:                            Merrill Associates, Limited Partner

     Terms:                              All Cash to Seller

     Comments:                           Modern congregate/assisted living with
                                         15 studios, 59 - 1 bedrooms and 19 - 2
                                         bedrooms; located in residential area
                                         and bounded by Sutter Solano Medical
                                         Center and Crestwood Convalescent
                                         Hospital.

     Confirmation:                       Lee Haris (415) 391-9220

   190
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS

                                       No. 1 -   Oak Tree Villa
                                                 100 Lockwood Lane
                                                 Scotts Valley


                                       No. 2 -    El Camino Gardens
                                                  2426 Garfield
                                                  Carmichael
   191
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS

                                       No. 3 -    Casa Sandoval
                                                  1200 Russell Way
                                                  Hayward


                                       No. 4 -    Lomita Lodge
                                                  225 N. Lomita
                                                  Ojai
   192
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS

                                       No. 5 -   Carson Oaks
                                                 6725 Inglewood Avenue
                                                 Stockton



                                       No. 6 -   Park Ridge
                                                 2261 Tuolumne
                                                 Vallejo
   193
                                APPRAISAL REPORT

                           RETIREMENT INN - FULLERTON
                           1621 E. COMMONWEALTH AVENUE
                              FULLERTON, CALIFORNIA

                             AS IS ON AUGUST 1, 1995
                             SLVS FILE NO. 95-04-23






                                  PREPARED FOR

                 AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P.




                                   PREPARED BY

                              MICHAEL G. BOEHM, MAI
   194
August 3, 1995





American Retirement Villas Properties II, L.P.
c/o ARV Housing Group
245 Fischer Avenue, Suite D-1
Costa Mesa, California  92626

Attention:  Mr. Graham Espley-Jones

Re:  Retirement Inn - Fullerton
     1621 East Commonwealth Avenue
     Fullerton, California
     SLVS File No. 95-04-23

Gentlemen:

In accordance with your request, we have conducted the required investigation,
gathered the necessary data, and made certain analyses that have enabled us to
form an opinion of the market value of the above captioned property. This report
has been prepared to be in compliance with the requirements of the Uniform
Standards of Professional Appraisal Practice.

The value stated herein is based on our understanding of the site and
improvement descriptions as represented to us by the client and/or the client's
representatives and professional consultants as well as other available sources.
We direct your attention to the "Introduction," "Site Description," and
"Description of Improvements" sections of this appraisal report. It is your
responsibility to read the report and inform the appraiser of any errors or
omissions you are aware of prior to utilizing the report or making it available
to any third party.

Based on an inspection of the property and the investigation and analysis
undertaken, we have formed the opinion, subject to the assumptions and limiting
conditions set forth in this report, that as of August 1, 1995, the fee simple
total going concern interest of the subject, as is, has a market value of:

          TWO MILLION THREE HUNDRED FIFTY THOUSAND ($2,350,000) DOLLARS
   195
Mr. Graham Espley-Jones
August 3, 1995
Page 2


This total going concern value estimate can be allocated to the following
components:



                                                           Market Value
                                                              As Is -
                                                              8/1/95
                                                           ------------
                                                               
                   Real Estate Value                        $1,925,000
                   Furniture, Fixtures & Equipment             100,000
                   Business Value                              325,000
                                                           -----------

                   Total Going Concern Valuation            $2,350,000
                                                            ==========



The narrative appraisal report that follows sets forth the identification of the
property and limiting conditions, pertinent facts about the area and the subject
property, comparable data, results of our investigation and analyses and the
reasoning leading to the conclusions set forth. Should you desire a quick
reference to the most important information, I direct your attention to the
"Introduction", "Executive Summary" and the "Reconciliation and Conclusion"
sections of this report.

Respectfully submitted,

SENIOR LIVING VALUATION SERVICES, INC.



Michael G. Boehm, MAI
President
   196
                               SUBJECT PHOTOGRAPHS








                        Subject from Commonwealth Avenue,
                                 View Northeast








                            Main Entrance of Subject
   197
                                TABLE OF CONTENTS


                                                                              
Title Page                                                                         1

Letter of Transmittal                                                              2

Subject Photographs                                                                4

Table of Contents                                                                  5

Introduction                                                                       7
  Property Identification                                                          7
  Property Ownership and History                                                   7
  Scope of the Assignment                                                          7
  Purpose of the Appraisal                                                         7
  Function of the Appraisal                                                        8
  Property Inspection                                                              8
  Date of Appraisal                                                                8
  Date of Value                                                                    8
  Property Rights Appraised                                                        8
  Definition of Market Value                                                       8
  Assumptions and Standard Limiting Conditions                                     9
  Special Conditions                                                              10
  Experience of Appraisal Firm                                                    11
  Representative Assisted Living Appraisal Experience                             12

Executive Summary                                                                 13

Regional and City Analysis                                                        15
  Regional Location Map                                                           16
  City Location Map                                                               17
  Comparative Zip Code Demographic Data                                           19
  Anecdotal Discussion of Fullerton                                               21

Neighborhood Description                                                          24
  Neighborhood Map                                                                25
  Neighborhood Zoning Map                                                         26
  Neighborhood Photographs                                                        27

Site Description                                                                  30
  Assessor's Parcel Map                                                           31
  Flood Map                                                                       32

Taxes and Assessments                                                             34

   198

                                                                              
Description of Improvements                                                       35
  Floor Plans                                                                     37
  Unit Plans                                                                      38
  Subject Photographs                                                             39

Market Analysis                                                                   45
  Subject Amenities                                                               47
  Census of Market Area ACLF/AL Facilities                                        50
  Comparable Facilities Map                                                       52
  Market Area Saturation Analysis                                                 54

Highest and Best Use                                                              57

Site Valuation                                                                    59
  Vacant Land Sales Map                                                           61

Cost Approach Analysis                                                            63
  Cost Approach Summary                                                           66

Income Approach Analysis                                                          67
  Pro Forma Cash Flow Analysis & Capitalization                                   79

Sales Comparison Approach                                                         80
  Improved Sales Map                                                              83

Reconciliation and Conclusion                                                     86

Allocation of Going Concern Value Determination To Components                     88

Total Estimated Marketing Time                                                    90

Certification                                                                     91

Addenda                                                                           93
  Comparable ACLF/AL Facility Photographs                                         94
  Legal Description                                                              103
  Vacant Land Sale Data                                                          104
  6/19/95 Rent Roll                                                              108
  (1993, 1994, 1/95 to 4/95) Historical/(1995) Budgeted Operating Statements     111
  Senior Housing Investment Survey                                               123
  Improved Sale Data/Photographs                                                 125
  Qualifications of Michael G. Boehm, MAI                                        134
  MGB State of California Appraisal License                                      135

   199
                                  INTRODUCTION

PROPERTY IDENTIFICATION

The subject property consists of a 43,124 square foot (0.99 acres) site that is
improved with a 68 unit congregate senior housing project (including up to 99
licensed assisted living beds) known as Retirement Inn - Fullerton. The subject
has a designated street address of 1621 East Commonwealth Avenue, Fullerton,
Orange County, California. A detailed legal description of the site is presented
in the Addenda of this report.

PROPERTY OWNERSHIP AND HISTORY

The fee simple title to the subject site, all improvements and furnishings
comprising Retirement Inn - Fullerton is currently vested in American Retirement
Villas Properties II, L.P. (ARVP II). The subject was purchased by ARVP II in
the late 1980's as part of a larger group of senior properties from the
Retirement Inns of America (Avon Products, Inc.). The subject has not been
sold/purchased within the last three years.

The subject retirement building was originally planned and developed in the
early 1970's. The existing subject improvements became available for occupancy
in 1973. The subject's recent history includes effective full occupancies with a
current occupancy of 91.7% (77/84 total beds) despite a competitive market area
and weak local real estate market and economy.

SCOPE OF THE ASSIGNMENT

The scope of this assignment is to inspect the subject property, conduct an
investigation of market data, and prepare a full narrative appraisal report in
accordance with the requirements of the Office of the Comptroller of the
Currency and the Uniform Standards of Professional Appraisal Practice. All
information deemed pertinent to the completion of the appraisal was made
available.

The appraisal was performed so that the analysis, opinions and conclusions are
that of a disinterested third party, employing due diligence in the
investigation, analyses and conclusions. This appraisal report was developed and
prepared to comply with the reporting requirements noted in the "Certification"
section of this report.

The investigation associated with this report includes the general economy of
the industry, the market area, and the local neighborhood. Research and studies
include supply and demand factors, comparable land and property sales,
competitive property rents/rates and occupancy. Buyers, sellers, developers,
public officials, management at competitive facilities, real estate brokers, and
the current management of the property were interviewed concerning these and
other associated matters. Specific references are made throughout this report.

PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to estimate the subject's market value as is.
   200
FUNCTION OF THE APPRAISAL

It is understood the appraisal shall be used by American Retirement Villas
Properties II, L.P. in an evaluation of the subject for the possible sale to an
ownership real estate investment trust.

PROPERTY INSPECTION

The subject property was inspected on May 4, 1995 by Michael G. Boehm, MAI who
was accompanied by Ms. Lana Hammers, Administrator. The subject was briefly
reinspected on August 1, 1995.

DATE OF APPRAISAL

August 3, 1995

DATE OF VALUE

August 1, 1995

PROPERTY RIGHTS APPRAISED

This appraisal estimates the fee simple total going concern market value of the
subject operating as a congregate senior housing business. Going concern value
is defined by the Appraisal Institute as the value created by a proven property
operation; considered a separate entity to be valued with an established
business. This total going concern value can be allocated to its real estate,
furniture, fixtures and equipment and business value components. An estimated
allocation of our total going concern valuation is set forth in a separate
section of this report.

Fee Simple is defined by the Appraisal Institute as absolute ownership
unencumbered by any other interest or estate subject only to the limitations of
eminent domain, escheat, police power, and taxation.

DEFINITION OF MARKET VALUE

As defined by the Office of the Comptroller of the Currency under 12 CFR, Part
34, Sub-part C-Appraisals, 34.42 Definitions (f), market value is defined as:

"The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each
acting prudently, and knowledgeably and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:

(i)   buyer and seller are typically motivated;

(ii)  both parties are well informed or well advised, and acting in what they 
      consider their best interests;
   201
(iii) a reasonable time is allowed for exposure in the open market;

(iv)  payment is made in terms of cash in U.S. dollars or in terms of financial 
      arrangements comparable thereto; and

(v)   the price represents the normal consideration for the property sold
      unaffected by special or creative financing or sales concessions granted 
      by anyone associated with the sale."

ASSUMPTIONS AND STANDARD LIMITING CONDITIONS

   1. The legal description furnished to the appraiser is assumed to be correct,
      and the title is assumed to be marketable.

   2. The appraiser assumes no responsibility for legal matters.

   3. Report exhibits are only visual aids. All sizes indicated for land and
      improvements are from indicated sources and assumed to be correct.

   4. Unless otherwise noted herein, it is assumed there are no detrimental
      easements, encumbrances, encroachments, liens, zoning violations, building
      code violations, or environmental violations, etc. affecting the subject
      property.

   5. Information, estimates, and opinions furnished to the appraiser are
      obtained from sources considered reliable; however, no liability for their
      accuracy can be assumed by the appraiser.

   6. It is assumed that there are no hidden or unapparent conditions in the
      land or improvements that render the property more or less valuable or
      that would reduce its utility, development potential, marketability. All
      improvements are assumed to be structurally sound unless otherwise noted.
      No responsibility is assumed for hidden or undisclosed conditions or for
      arranging for engineering studies that may be required to discover any
      defects or uniquely favorable conditions.

   7. The appraiser has inspected the subject property with the due diligence
      expected of a professional real estate appraiser. The appraiser is not
      qualified to detect hazardous waste and/or toxic materials. Any comment by
      the appraiser that might suggest the possibility of the presence of such
      substances should not be taken as confirmation of the presence of
      hazardous waste and/or toxic materials. Such determination would require
      investigation by a qualified expert in the field of environmental
      assessment.

   8. The presence of substances such as asbestos, urea-formaldehyde foam
      insulation or other potentially hazardous materials may affect the value
      of the property. The appraiser's value estimate is predicated on the
      assumption that there is no such material on or in the property that would
      cause a loss in value.
   202
   9. No responsibility is assumed for any environmental conditions, or for any
      expertise or engineering knowledge required to discover them. The
      appraiser's description and resulting comments are the result of the
      routine observations made during the appraisal process.

  10. Responsible ownership and competent management are assumed.

  11. Where the discounted cash flow analysis is utilized, it has been prepared
      on the basis of the information and assumptions stipulated in this
      appraisal report. The achievement of any financial projections will be
      affected by fluctuating economic conditions and is dependent upon the
      occurrence of other future events that cannot be assured. Therefore, the
      actual results achieved may well vary from the projections and such
      variation may be material.

  12. The appraiser is not required to give testimony or appear in court, or at
      public hearings, or at any special meeting or hearing with reference to
      the property appraised herein by reason of preparation of this report,
      unless arrangements have been made prior to preparation of this report.

  13. Possession of this report does not carry with it the right of publication.
      It shall be used for its intended purpose only and by the parties to whom
      it is addressed. Neither all nor any part of the contents of this report
      shall be conveyed to the public through advertising, public relations,
      news, sales, or other media without the written consent or approval of the
      author. This applies particularly to value conclusions, the identity of
      the appraiser or firm with which it is connected, and any reference to the
      Appraisal Institute, or MAI designation.

  14. Property values are influenced by a large number of external factors. The
      information contained in the report comprises the pertinent data
      considered necessary to support the value estimate. We have not knowingly
      withheld any pertinent facts, but we do not guarantee that we have
      knowledge of all factors which might influence the value of the subject
      property. Due to rapid changes in external factors, the value estimate is
      considered reliable only as of the effective date of the appraisal.

SPECIAL CONDITIONS

The subject is licensed as a residential care facility for the elderly (assisted
living) for up to a maximum of 99 beds with the California Department of Social
Services. This appraisal assumes that the subject meets all physical plant and
operating requirements as an assisted living facility.

The appraisers were not provided with a title report to specifically describe
the site's legal description nor any current easements or encumbrances that
might affect the subject operation as a congregate senior housing business. This
appraisal assumes that there are no adverse easements or encumbrances affecting
the subject. We recommend review of a current title report.
   203
The estimates of value set forth in this report are partially relying on the
current rent roll, historical operating statements and limited building drawings
and building statistical data provided to the appraiser by ARV Housing Group.

EXPERIENCE/COMPETENCY OF APPRAISAL FIRM

Senior Living Valuation Services, Inc. is a San Francisco based appraisal firm
that exclusively specializes in the appraisal and analysis of all forms of
senior housing properties. On the following page is a listing of recent assisted
living facility assignments that have been completed by the firm. Qualifications
of Michael G. Boehm, MAI are included in the Addenda of this report.
   204
                                EXECUTIVE SUMMARY


                               
Property Name:                    Retirement Inn - Fullerton

Location:                         1621 East Commonwealth Avenue
                                  Fullerton, California

Assessor's Parcel No.:            269-106-016 (Orange County)

Property Rights Appraised:        Fee Simple (Total Going Concern)

Date of Value:                    As Is on August 1, 1995

Land Area:                        43,124 Square Feet, 0.99 Acres

Excess Land:                      None

Zoning:                           R-3 (Fullerton) a multi family zoning district

Improvements:                     Type: One, average quality, two story, Class D
                                        congregate retirement apartment building
                                        and common areas.

                                  Age:  Year Built - 1973; Improvement Age - 
                                        22 Years; Effective Age - 22 Years;
                                        Remaining Economic Life - 23 Years

                                  Size: 68 congregate retirement apartment units
                                        (84 currently configured maximum bed 
                                        count) and common areas in approximately
                                        38,155 square feet of gross building 
                                        area.

                                  Condition:  Average

H & B Use (if vacant):            Senior Housing

H & B Use (as improved):          See Highest and Best Use Discussion

Capitalization Rate:              12.0%

Projected Stabilized Net Income:  $283,439 (7/95-6/96)


   205

                                                           
Total Going Concern Market
   Value, as is, as of
     August 1, 1995:              Cost Approach:                   $2,825,000
                                  Income Approach:                 $2,350,000
                                  Sales Comparison Approach:       $2,350,000-
                                                                   $2,750,000

                                  Value Conclusion:                $2,350,000
                                                                 ($34,559/unit)

Allocation of Final
Value Determination
  to Components:                                                   Market Value
                                                                      As Is -
                                                                      8/1/95
                                                                   ------------

                                  Real Estate                      $1,925,000
                                  FF&E                                100,000
                                  Business Value                      325,000
                                                                   ----------

                                  Total Going Concern Valuation    $2,350,000
                                                                   ==========


Total Estimated Marketing Time:  6 Months
   206
                           REGIONAL AND CITY ANALYSIS

The subject site is located at 1621 East Commonwealth Avenue in southeastern
portion of the City of Fullerton, Orange County, California. Fullerton is
located in northern Orange County, bounded by the communities of Buena Park to
the west, La Habra and Brea to the north, Anaheim to the south and Placentia to
the east. The southern portions of the City lie predominantly on the larger flat
Los Angeles Basin with the northern portions of the City having rolling hills
(Los Coyotes Hills) and view topographies. Fullerton is located 20 miles
southeast of downtown Los Angeles, about 12 miles northeast of the Pacific
Ocean, 95 miles north of San Diego and about 440 miles south of San Francisco.

REGIONAL OVERVIEW

Orange County occupies almost all the land south of Los Angeles County and is
therefore an integral part of the Los Angeles metropolitan area. Orange County
is formed by the coastal mountains to the east and the Pacific Ocean to the west
which merge in the southern portions of the County. Orange County is one of the
nation's largest counties and has experienced extraordinary population growth
since 1950. Orange County has typified the rapid urbanization of the Los Angeles
basin which has continued into the 1990's.

Orange County, California's second most populated County has passed into an era
of increasing resistance to growth as the County matures and its once beautiful
rolling hills, clean air and easy lifestyle have been transformed into a place
covered with highrise office buildings and rows of houses. As the center portion
of the County has developed as a regional employment center, growing
transportation problems have led to increasing resistance to growth and linking
future development to transportation improvements. This trend combined with
recent and ongoing heavy defense industry cutbacks have severely affected the
local economy and area real estate. This recession is expected to continue into
the immediate future. The recent County investment debacle is also expected to
exacerbate weak local market conditions in the short run.

Part of the region's attraction is its temperate climate, marked by small median
temperature changes, ranging from an average of 55 degrees in January to 71
degrees in July. The region experiences warm, dry summers and temperate, wet
winters and a chronic, almost year round smog problem.

POPULATION AND DEMOGRAPHICS

The City of Fullerton (1995 population 123,700) is located in the north central
portion of Orange County and comprises approximately 22 square miles. The City
of Fullerton has shared in the rapid growth of the region since construction of
regional freeways in the 1950's. Fullerton, which is the fifth largest city in
Orange County, projects an ultimate population of about 125,000. The source of
this additional population will be the development of the City's few remaining
vacant residential acreage and redevelopment of underutilized parcels.
Therefore, future population growth is expected to slow as the City has become
built-out. City and regional population trends are illustrated below:
   207


                                   Fullerton                                   Orange County
                        ----------------------------                --------------------------------
                        Population            % Inc.                Population                % Inc.
                        ----------            ------                ----------                ------
                                                                                  
1960                      56,160                 -                     688,920                 -
1970                      84,450               50.4%                 1,408,240                104.4%
1980                     102,240               21.1%                 1,931,570                 37.2%
1990                     114,144               11.6%                 2,238,721                 15.9%
1995                     123,700                8.4%                 2,641,400                 17.9%
2000 (est.)              125,000                1.1%                 2,866,800                  8.5%


   Source:  Fullerton Chamber of Commerce

As illustrated in demographic data presented on the following pages, Fullerton
has the following demographic characteristics:

1)   A median age close to Statewide averages. This is primarily due to
     Fullerton's large, middle aged (25 to 44) population and relatively small
     older and younger, dependent populations;

2)   A higher (ranked in the 67th to 95th percentile within all zip codes in
     California) than average County median income reflecting the City's
     attraction to educated professionals;

3)   A predominantly white ethnicity/racial composition with about 80 percent
     categorized as non-minority white with a significant and growing Asian
     community.

An anecdotal description of Fullerton is provided on a following page.

HOUSING

Fullerton's housing stock of approximately 43,000 units can be characterized by
its large supply of multi family units (45%), approximate balance of supply and
demand, newness (90% built after 1950) and relative affordability. The median
price for single-family homes in Fullerton in late 1995 is about $200,000 which
is down about 25% from 1989 peaks (down about 10% in the last 12 months). This
median price is about 10% below Countywide averages. Recent residential
construction (very modest) has been focused in new multi family units in the
Coyote Hills areas. Homes north of Commonwealth Avenue tend to be newer and
higher priced than those south of Commonwealth Avenue. Rental rates for one and
two bedroom apartments range from $475 to $850 a month and up.

EMPLOYMENT AND ECONOMIC DEVELOPMENT

Total employment in Fullerton accounts for only 1.8% of Orange County's total
employment of about 1,400,000 people. Fullerton's major employers
(non-manufacturing) include California State University at Fullerton, St. Jude's
Hospital, Fullerton College and the Fullerton High School District. Major
manufacturing companies in Fullerton include Hughes Aircraft, Hunt-Wesson and
Beckman Instruments. The City has over 6,500 licensed businesses dominated by
service
   208
companies and 900 manufacturing concerns. Leading product group classes are air
defense (which has been significantly scaled back), electric components, food
and paper processing.

Although predominantly a bedroom residential community, Fullerton has
significant commercial and industrial districts dispersed throughout the city.
The recently completed downtown commercial district is centered along Harbor
Boulevard, Commonwealth and Chapman Avenues, located in the south central
portion of the City. Recent redevelopment includes the downtown business
district, transportation district and Orange Fair Mall. The early 1990's
completed Morningside continuing care retirement community was one of the
largest ongoing development projects in Fullerton.

TRANSPORTATION

Fullerton's geographic location in northern Orange County allows its residents
to take advantage of the massive and sprawling highway system typical of the Los
Angeles basin. The City is served by three major highways: the Orange Freeway
(Highway 57) running in a north to south direction providing direct access to
eastern Los Angeles County to the north and to central Orange County to the
south; the Riverside Freeway (Highway 91) running east to west; and Interstate
Highway 5 to the southwest providing direct access to downtown Los Angeles and
southern Orange County. These highways experience the extreme traffic congestion
common to the Los Angeles metropolitan area freeway system. Major City surface
thoroughfares include the east/west Bastanchury, Malvern, Chapman, Commonwealth
(subject) and Orangethorpe, and the north/south Gilbert, Brookhurst, Euclid,
Harbor, Brea and State College.

Fullerton's geographic location allows it a choice of four major airports: Los
Angeles International Airport located 30 miles to the west; Ontario
International Airport located 20 miles to the northeast; Long Beach Airport
located 15 miles to the southwest; and the Orange County/John Wayne Airport
located 15 miles to the south. Local residents can also take advantage of the
Orange County Transit District bus system providing spotty bus service
throughout Orange County.

COMMUNITY DATA

Because Fullerton is located in Orange County, a major portion of the Los
Angeles metropolitan area, its residents can take advantage of an almost
unlimited array of recreational and cultural opportunities. The City has its own
recreation and cultural centers, two museums, an arboretum, 46 parks, a civic
light opera and is the home of California State University at Fullerton.
Fullerton is located approximately 18 miles north of the Newport Beach area,
about 5 miles northeast of Disneyland and about 25 miles southeast of downtown
Los Angeles. Beaches, deserts and mountain resorts are all within easy driving
distance from Fullerton.

Fullerton has one general hospital, St. Jude, located along Harbor Boulevard
about three miles northwest of the subject, with a 331 total bed capacity. Other
major hospital facilities are located in nearby Placentia and Anaheim (such as
Martin Luther). Fullerton is located in HSA 13, HPFA 1011 having a total of nine
skilled nursing facilities with 999 licensed beds and several congregate senior
and assisted living projects (including the subject). In fact, northern Orange
County has
   209
one of the heaviest concentrations of congregate senior housing within
California. The recently completed 326 unit Morningside continuing care
retirement community is one of the largest senior housing projects in
California. These projects are discussed further in the Market Analysis section
of this report.

CONCLUSION

The long-term outlook for Fullerton is positive although the short run outlook
is significantly dampened by the current deep regional recession, fueled by
cutbacks in the locally dominant defense related industries and the Orange
County near bankruptcy which has led to cutbacks in County services. These
economic and real estate declines when combined with increased crime in the
County has and will continue to contribute to flat to slightly declining
population growth in the near future and a general deterioration of the quality
of life. However, overall population aging in place and the concentration of a
large population and their relative affluence in the immediate area, suggest
that long term demand for the subject facility should be good although short
term demand is more problematic.
   210
                            NEIGHBORHOOD DESCRIPTION

The subject is located in the southeastern portion of the City of Fullerton
along Commonwealth Avenue at Acacia Street, about one-half mile east of central
Fullerton. Commonwealth Avenue is a major east/west thoroughfare through
Fullerton. Acacia Street is a secondary north/south street in eastern Fullerton.
The subject neighborhood is in an older portion of Fullerton. The neighborhood
is residential in character with pockets of institutional development (mostly
schools) along major thoroughfares. The subject neighborhood is about 98%
developed and is approximately bounded by Harbor Boulevard to the west, Dorothy
Lane to the north, State College Boulevard to the east and Walnut Avenue to the
south. To the west of the neighborhood lies Hillcrest and Brea Dam parks.

This neighborhood lies just west of Cal State - Fullerton and includes the
eastern portions of central Fullerton and Fullerton College. More intensive
commercial, office and industrial uses lie to the east and south of the
neighborhood. The subject itself is bounded by modest quality two story
apartments to the north and west. Apartment uses are typical in the neighborhood
along major thoroughfares, buffering lower density interior residential homes.
The quality of these homes and apartments are average although they are
generally well maintained. Across Commonwealth Avenue to the south lie
additional apartments. To the east across Acacia lies the Ladera Vista junior
high school. Additional smaller elementary schools dot the neighborhood.
Fullerton Guest Home (Rent Comparable No. 2) is located about two blocks to the
west. Acacia Villa (Rent Comparable No. 1 and a sister ARV project) is located
about two blocks to the north.

The subject is located about one-half mile east of central Fullerton. Major
retail amenities are located about one-half mile to the northeast. The campus of
Cal State - Fullerton is located about one mile to the northeast, as is access
to Highway 57 at Chapman or Nutwood. Highway 91 is located about one mile to the
southeast via State College. Anaheim Memorial Hospital and Martin Luther
Hospital are located about four miles to the southwest. Fullerton Community
Hospital is located about two miles to the northwest along Harbor. St. Jude
Hospital is located about three miles to the northwest. The Brea Mall is located
about three miles to the northeast.

Overall, the subject is a corner parcel located in a residential/institutional
neighborhood along a major thoroughfare at a significant intersection. Access to
retail amenities, recreation, acute medical care and freeways is good although
none can be considered as being within easy walking distance. On balance, the
subject is adequately situated for a major congregate senior housing project.
   211
                            NEIGHBORHOOD PHOTOGRAPHS









                      View West along Commonwealth Avenue,
                                Subject on Right









                      View East along Commonwealth Avenue,
                                 Subject on Left
   212
                            NEIGHBORHOOD PHOTOGRAPHS









           View South along Acacia Avenue across Commonwealth Avenue,
                                Subject on Right









     View North on Acacia Avenue, Ladera Vista Junior High School on Right,
                                 Subject on Left
   213
                            NEIGHBORHOOD PHOTOGRAPHS









                 High School across Acacia Avenue from Subject,
                                 View Northeast









          Single Family Homes across Commonwealth Avenue from Subject,
                                 View Southwest
   214
                                SITE DESCRIPTION

LOCATION: The subject property is located at the northwest corner of
Commonwealth Avenue and North Acacia Avenue in the southeastern portion of the
incorporated City of Fullerton, Orange County, California. The site has a formal
street address of 1621 East Commonwealth Avenue. The site consists of Orange
County Assessor's Parcel No. 269-103-016. An assessor's parcel map is presented
on the following page. A legal description of the site is provided in the
Addenda of this report.

PHYSICAL CHARACTERISTICS: The subject site is a corner parcel and has a basic
rectangular shape (about 270' by 150') with approximately 260 feet of southern
frontage along Commonwealth and approximately 125 feet of eastern frontage along
Acacia Street to the east. To the north and west of the subject lies an
approximately 20 to 30 foot wide paved alleyway. The site has a total land area
of approximately 43,124 square feet or 0.99 acres.

The topography of the site is flat, consistent with the neighborhood. The
subject building pad is slightly above street grade with Commonwealth Avenue to
the south. The subject building improvement is built on one level pad. Although
no soils report was made available to the appraisers, it is assumed that the
soils are capable of continuing to support the existing improvements. No obvious
hazardous or toxic conditions were noted during our site inspection.

According to the U.S. Department of Housing and Urban Development Flood
Insurance Rate Map (Map No. 060591 0007E, dated September 15, 1989), the subject
is located in a Flood Zone X, an area of minimal flooding. Flood insurance is
not required. The subject is not located in an Alquist-Priolo special earthquake
study zone. The subject can be considered as having the same earthquake risk as
much of the Los Angeles larger area which is fairly significant.

EXISTING IMPROVEMENTS: The subject site is currently improved with one, two
story, wood frame, congregate retirement building surrounding an enclosed
central courtyard. Parking areas are located in the western portion of the site
(off of Commonwealth). The subject building is setback a minimum of about 20
feet north of Commonwealth Avenue and west of Acacia Street. Additional detail
is provided in the Description of Improvements section of this report.

Commonwealth Avenue and North Acacia Streets are both 80 foot wide, four lane
(with turning lane), fully improved commercial streets with curbs, gutters,
streetlights and public sidewalks on both sides. The intersection of
Commonwealth Avenue and Acacia Street is a four stoplight intersection. A bus
stop is located on the eastern public access sidewalk of the subject site. A
utility line runs along the northern and eastern boundaries of the site.

The subject site is served by underground utilities, including storm and
sanitary sewers, natural gas and telephone. Water and sewer service are provided
by the City of Fullerton, natural gas by Southern California Gas, electricity by
Southern California Edison and telephone by Pacific Bell. Fire and ambulance
services is provided by Fullerton.
   215
ACCESS AND EXPOSURE: The subject is accessed via one curb cutout along
Commonwealth Avenue onto the western parking area. Secondary access is possible
via the northern alleyway from Acacia Street. Access to Highway 91 (east/west)
and 57 (north/south) is via State College (located two blocks to the east),
about 1.5 miles to the southeast and northeast, respectively.

Highway 91 (east/west) and 57 (north/south) provide highway access through the
northern and central Orange County metropolitan area. Interstate 5 is located
about five miles to the southwest.

The subject is easily visible from both Commonwealth Avenue and Acacia Street.
Exposure and views in other directions (north, west) is blocked by adjacent
development.

EASEMENTS AND ENCUMBRANCES: No title report was available. No easements and
encumbrances are known to materially impact the subject's continued operation as
a congregate senior housing business. We recommend a review of a current title
report to identify any easements or encumbrances which could affect the subject
site and its continued operation as a congregate senior housing project.

ZONING: The subject site is zoned R-3, Fullerton, a high density residential
zoning classification. Multi family housing up to 27 units per acre are allowed.
The subject is consistent with residential and institutional land uses along
Commonwealth Avenue and Acacia Street. The existing subject retirement building
was approved with a conditional use permit in the early 1970's (allowing its
68.7 unit per acre density). The subject appears to be a legal, nonconforming
land use and has been operating on the site since 1973.

The subject is licensed to provide 99 beds with the California Department of
Social Services as an assisted living facility.

EXCESS LAND: None, the subject is fully developed to its boundaries.
   216
                              TAXES AND ASSESSMENTS

Since passage of Proposition 13, or the Jarvis-Gann Initiative, in 1978, real
property has been assessed at its 1976 value, trended upward at a maximum rate
of 2% annually, unless there is a transfer of ownership or new construction.
When either of these occur, the property is reassessed at full market value.
Furthermore, Proposition 13 limits annual taxes to 1%, plus a small amount for
bonded indebtedness of the assessed value.


                                          
Assessor's Parcel No.:   269-0103-16 (Orange County)

Tax Rate Area:           03-0000

Assessed Value 1994-95:

                         Land                    $  734,954
                         Improvements            $1,799,371
                         Personal Property       $        0
                                                 ----------

                         Total                   $2,534,325
                                                  =========

1994-95 Tax Rate:        1.00968%

1994-95 Taxes:           $31,596.24 (includes $6,007.67 in direct assessments)

Status:                  Current and paid as due.  Our cash flow projections of 
                         stabilized real estate taxes assumes a sale and 
                         reassessment of the subject to market value at July,
                         1995.


   217
                           DESCRIPTION OF IMPROVEMENTS

The discussion of the improvements addressed below was accumulated through our
site inspection, a review of limited site plans and through discussions with the
subject's administrator. Detailed architectural drawings were not available.

GENERAL TYPE: The existing main improvement known as Retirement Inn - Fullerton
consists of one 2 story, 68-unit, average quality, Class D retirement apartment
building containing 38,155 square feet of gross building area. The facility
contains 68 units currently configured for 84 beds, including up to 99 licensed
assisted living beds. The rectangular shaped building improvement surrounds an
interior courtyard and borders a parking lot to the west.

AGE: The subject improvements were constructed and completed in 1973. Since
1973, the subject has been operating as an congregate senior facility. The
overall condition of the subject is average. Our site inspection noted a normal
amount of wear and tear on a 22 year old building and no material deferred
maintenance. The subject improvement have an estimated total economic life of 45
years. A chronological and effective age of 22 years suggests a remaining
economic life of approximately 23 years.

SIZES:  The subject has the following component size and unit mix:



                                                       Unit          
                                            No. of     Size
              Unit Type                      Units     S.F. (est.)    Total S.F.
              ---------                     ------     -----------    ----------
                                                                 
              Studios                           68     374              25,432 (66.7%)

              Common Areas/Circulation                                  12,723 (33.3%)
                                                                        ------

              Gross Building Area                                       38,155
                                                                        ======


STRUCTURAL AND EXTERIOR: The subject improvements are constructed on a level and
slightly raised concrete slab foundation with a 2-story, wood frame construction
under a sloping clay tile/flat mansard roof. Building exterior consists of
stucco and protruding balcony/patios decks formed by wing walls. The main
building entry faces south of Commonwealth Avenue and includes decorative stucco
arches.

Interior walls are wood frame and painted or wallpapered gypsum board with wood
handrails in corridors. The main common areas, hallways and room exteriors are
carpeted. Unit baths have vinyl tile. Ceilings in units are painted gypsum board
and sprayed acoustical with common area ceilings and hallways consisting of
sprayed acoustical with hanging incandescent and fluorescent light fixtures. The
entire development is fully sprinklered with smoke and heat alarms. Units
include full length sliding glass doors leading to the balconies and patios and
sliding windows in aluminum frames.
   218
MECHANICAL: The development has average lighting and plumbing fixtures. HVAC in
the units consist of individual room heating units. HVAC in common areas
features a hot water boiler central forced air heating system. The subject also
features an intercom system with paging. The development includes one elevator.
Two stairwells are located throughout the improvement.

INTERIORS: Based on our site inspection, the interiors appear to be functional
for congregate senior apartment use. Floor and unit plans are presented on a
following page. The facility includes 68 apartment units with separate baths.
The unit mix consists of 68, same size studio units (374 SF). Each unit contains
a full bath area with grab bars and a sink with a built-in cabinet, vanity and
water closet. Each unit also contains two emergency pull cords, one each in the
bath and living area. The units contain no kitchenettes. Each unit has its own
outdoor iron railing balcony or patio.

The focal point of the development is the facility's modest common areas located
on the centrally located one story ground floor. The facility's main entry area
includes the small lobby, a reception desk and administrative offices. The
common areas include a lounge and dining room adjacent to the commercial
kitchen. Laundry rooms with washers and dryers for the residents are located on
each floor. The second floor includes a hobby room, billiards room and lounge.
Overall interior common areas are modest and less than newer projects in the
local market.

PARKING AND LANDSCAPING: Site parking is located in one open paved parking
areas, west of the building and accessed from Commonwealth Avenue. There are
approximately 29 (0.43/unit) parking spaces located in the parking area. Street
parking is not available along Commonwealth Avenue (south) but is available
along Acacia Street (east). The western building face includes seven partially
enclosed first floor garage spaces (no garage door) underneath second floor
units (adjacent to the service areas).

The site is modestly landscaped with building perimeter mature trees, flowering
perennials, bushes and grass. Facility landscaping is centered in the small
interior courtyard which includes a large tree and seating areas. Overall site
landscaping is average.

CONCLUSION: In our opinion, the subject property's exteriors, common area
interiors, landscaped areas and parking appear average and competitive for
residential retirement uses. The subject's relatively small units are typical of
1970's senior housing construction. The subject has a less varied unit mix and
more modest common areas than many projects built in the 1980's. The subject is
also smaller than most projects in its market which helps create a more
residential, close knit living environment (while preventing full operating
economies of scale). Our site inspection noted no material deferred maintenance
and a good condition reflecting its 22 year old chronological and effective age.
   219
                               SUBJECT PHOTOGRAPHS









                                Main Entry Lobby









                                Typical Corridor
   220
                               SUBJECT PHOTOGRAPHS









                                   Dining Room









                                  Activity Room
   221
                               SUBJECT PHOTOGRAPHS









                             Typical Unit Interiors
   222
                               SUBJECT PHOTOGRAPHS









                     Subject's Commonwealth Avenue Frontage,
                                    View East









            Western Site Boundary, Single Family Residence to Right,
                                   View South
   223
                               SUBJECT PHOTOGRAPHS









                 Northern Boundary of Subject, Subject to Right,
                                    View East









                       Main Parking Lot (West of Subject)
   224
                                 MARKET ANALYSIS

INTRODUCTION

The elderly are by far the fastest growing population segment, whether expressed
in percentage increase or actual number of persons. Although not as well
documented statistically, the elderly have more money than ever before because
of social security, pension programs, savings and the substantial increase in
the market value of their residences. Most of them are active and in reasonably
good health. This increased health and life expectancy lends them to seek life
enriching activities through an independent lifestyle that provides assistance
when needed.

INDUSTRY OVERVIEW

The housing industry for the elderly can be classified by the three major types
of buyers: the active elderly (go-gos), intermediate (slow-gos) and the person
who needs constant care (no-gos). Active retirees want recreational amenities
with the housing they buy. They want a golf course, tennis courts, swimming
pool, walking and bicycle path, saunas and spas. They want to be near good
places to eat and to be able to enjoy a wide range of cultural activities and
travel opportunities.

Intermediate retirees want a congregate-type of lifestyle that allows them
independence yet gives them the opportunity to take part in quiet activities
such as arts and crafts. Retirees in this intermediate classification also will
look for transportation to shopping, banking or medical offices, some mild form
of recreational activities, such as swimming and golf, plus the opportunity to
socialize in a common dining room or lounge area.

Retirees who need constant care are concerned with medical assistance. They will
look for facilities that offer services and conveniences such as residential
care facilities which will make their lives more comfortable. Also, they will
want a medical center where they can go when their health fails. The subject
property would be targeted at the intermediate and less active elderly.

From a real estate and financial perspective, housing for the elderly is complex
to analyze as they usually represent a combination of other businesses. The
major types of homes for the elderly include:

         Adult Congregate Living Facilities (ACLF): Specially planned, designed
         and managed multi-unit rental housing typically with self contained
         apartments. Supportive services such as meals, housekeeping,
         transportation, social and recreational activities are usually
         provided. In California, these facilities are not licensed.

         Assisted Living Facilities (ALF) (personal care or residential): Group
         living arrangements that provide staff supervised meals, housekeeping
         and personal care (assistance with bathing and medication) and private
         or shared sleeping rooms. These facilities are generally licensed and
         must meet designated operating standards including minimum staff
         requirements. In California, these facilities must be licensed by the
         California Department of Social Services, Division of Community Care.
   225
         Care Facilities (skilled nursing or intermediate care): Skilled nursing
         and intermediate care facilities (commonly known as nursing homes) are
         both operated under the guidance of a licensed administrator with
         licensed nurses and aids providing around the clock nursing care,
         generally one step below that offered at an acute care hospital. In
         California, these facilities must be licensed with the California
         Department of Health Services.

         Life Care Complex (life care community, continuing care, campus
         complex): A housing development planned, designed and operated to
         provide a full range of accommodations and services for older adults,
         including independent living, congregate housing and medical care.
         Residents may move from one level to another as their needs change.
         Life care complexes typically charge a buy-in fee (sometimes
         refundable) in addition to a monthly maintenance fee for services. In
         California, life care contracts must be approved by the State
         Department of Insurance.

         Retirement Village: Developments that offer, home ownership and rental
         units for older persons. Support services often are available for a
         fee.

The subject is a currently existing 68 unit (84 current bed configuration)
licensed assisted living (ALF) facility. This suggests that the subject includes
16 units configured for 32 semiprivate beds. The subject is licensed to accept
28 nonambulatory residents (99 assisted living bed licensing maximum).

Congregate housing such as the subject is a combination of: a) an apartment
project; b) a hotel offering meals, cleaning and transportation facilities; c) a
social club offering activities; and d) a supporting living environment
providing assisted living amenities (help with bathing, medication, mobility) as
needed. A summary of subject amenities is provided on the following page.

MARKET DEFINITION

Our experience in analyzing congregate housing development indicates that these
facilities have a total market area ranging from a 5 to 30 mile radius from the
site. This area represents a reasonable driving distance for relatives and
friends and also reflects the fact that the elderly do not move great distance
when choosing the congregate housing option. Perhaps more important than a
strict definition of market area based on distance, is the overall character of
the development's environment, whether it is urban, suburban or small
town/rural. In our opinion, the primary market area for the subject site extends
approximately 5 miles outward from the site in all directions. This would
include most of the suburban area of northern Orange County including most of
Fullerton and Placentia and portions of Brea, La Habra and Anaheim. These areas
are not only located in close geographic proximity to the site, but each is a
similar, middle to upper middle income bedroom community. This definition of
market area is consistent with the former residences of subject residents and
reflects the heavy concentration of senior projects in the area.
   226
RETIREMENT HOUSING SUPPLY

During the course of our appraisal, we have identified those existing and
proposed elderly retirement facilities in the primary market area which may be
considered somewhat competitive to the subject property. Our census of
potentially competitive congregate rental housing facilities impacting the total
market area is presented on the following pages. Photographs of the rent
comparables are illustrated in the Addenda of this report.

Each of the surveyed congregate facilities is a for-profit housing development
offering two or three meals daily, weekly maid service and many recreational
opportunities. Most of the properties surveyed offer licensed assisted living on
an as needed basis. The properties can be characterized as follows:

BOTH CONGREGATE AND ASSISTED LIVING (MOST SIMILAR TO SUBJECT)

              2.    Acacia Villa (ARV property)
              5.    Bradford Square (ARV property)
              6.    Sunnycrest Chalet
              7.    Villa De Palma (ARV property)
              9.    Anaheim Gardens
              10.   Emerald Court
              11.   Walnut Manor
              13.   Fullerton Manor
              14.   La Habra Villa
              15.   Meadows of La Habra
              16.   Park Regency
              17.   Nohl Ranch Inn
              18.   Canyon Hills Club

ASSISTED LIVING ONLY

              1.    Fullerton Guest Home (Alzheimers, heavy care)
              3.    Rosewood Court
              4.    Park Vista
              8.    La Veranda (Alzheimers) (ARV property)
              12.   Amaryllis Court

The subject would be most similar to those projects offering both congregate and
assisted living services although it has an overall quality, age and living
environment comparability to Comparable No. 3 (Rosewood Court) which only
accepts the frailer, assisted living resident. Like the subject, this project
has a smaller, all studio unit mix.

Of the congregate/assisted projects, the subject would be most similar to the
older projects with more similar unit mixes (mostly or all studios) such as
Comparable No. 2 (Acacia Villa), No. 7 (Villa De Palma) and No. 9 (Anaheim
Gardens). Acacia Villa and Villa De Palma are sister ARV projects and are
similar to the subject in target market and in the a la carte assisted living
   227
                           RETIREMENT INN - FULLERTON
                    CENSUS OF MARKET AREA ACLF/AL FACILITIES



                                 Age/                                                 Congregate          
                                 Miles                                               (ACLF) Units         
                                 From    Total Units/  Unit     Size-        ---------------------------
No.  Name/Location              Subject    AL Beds     Type     S.F.         Monthly Rent    Rental/S.F.  
- ---  -------------              -------  -----------   ----     ----         ------------    -----------  
                                                                           
1.   Fullerton Guest Home       1950's/      36/       Studio   243                  Not Available        
     1510 E. Commonwealth Ave.  1 Block      72                                                           
     Fullerton                                                                                            
                                                                                                          
2.   Acacia Villa*              1967/        66/       Studio   320-360      $1,250-$1,800   $3.91-$5.00  
     1620 E. Chapman Ave.       2 Blocks     99        SP                    $850-$950                    
     Fullerton                                                                                            
                                                                                                          
3.   Rosewood Court             1985/        80/       Studio   300                  Not Available        
     411 E. Commonwealth Ave.   0.75        149        1BR      360                                       
     Fullerton                                                  (est.)                                    
                                                                                                          
4.   Park Vista @ Morningside   1992/        54/       Studio   410-428              Not Available        
     2527 Brea Boulevard        1.75         70        1BR      730-840                                   
     Fullerton                                         2BR      1,100-1,300                               
                                                                                                          
5.   Bradford Square*           1987/        92/       Studio   288-405      $1,275-$1,850   $4.43-$4.57  
     1180 N. Bradford Avenue    2.0         120        SP                    $850                         
     Placentia                                                                                            
                                                                                                          
6.   Sunnycrest Chalet          1988/       130/       Studio   340-363      $1,125-$1,200   $3.31        
     1925 Sunny Crest Drive     2.0         210        1BR      563          $1,700-$1,800   $3.02-$3.20  
     Fullerton                                                                                            
                                                                                                          
7.   Villa De Palma*            1981-84/    111/       Studio   252-504      $1,150-$1,650   $3.27-$4.56  
     351 E. Palm Drive          2.25        138        SP                    $850-$900                    
     Placentia                                                                                            
                                                                                                          
8.   La Veranda*                1974/        71/       Studio   260                  Not Available        
     312 N. Roosevelt Avenue    2.50         85                                                           
     Fullerton                                                                                            
                                                                                                          
9.   Anaheim Gardens            1962/       130/       Studio   240          $1,250-$2,000   $5.21-$8.33  
     625 W. La Palma            2.50        250        SP                    $850                         
     Anaheim                                                                                              
                                                                                                         



                                        Assisted Living (AL) Units
                                   -----------------------------------
                                         Monthly Rental 
                                   -----------------------                Total
                                                   Semi-                Reported
No.  Name/Location                 Private         Private       % SSI  Occupancy
- ---  -------------                 -------         -------       -----  ---------
                                                            
1.   Fullerton Guest Home          $3,375-$3,600   $2,450          0%      86%
     1510 E. Commonwealth Ave.     
     Fullerton                     
                                   
2.   Acacia Villa*                 +$150-$1,000    +$150-$1,000   33%      87%
     1620 E. Chapman Ave.          
     Fullerton                     
                                   
3.   Rosewood Court                $1,150-$1,250   $800-$900      15%      75%
     411 E. Commonwealth Ave.      $1,500
     Fullerton                     
                                   
4.   Park Vista @ Morningside      $2,350-$2,650     N/A           0%      95%
     2527 Brea Boulevard           $2,750-$3,050
     Fullerton                     $3,500-$3,350
                                   
5.   Bradford Square*              +$150-$1,000    +$150-$1,000    5%      95%
     1180 N. Bradford Avenue       
     Placentia                     
                                   
6.   Sunnycrest Chalet             +$100-$500         N/A          0%      90%
     1925 Sunny Crest Drive        
     Fullerton                     
                                   
7.   Villa De Palma*               +$150-$1,000    +$150-$1,000   20%      96%
     351 E. Palm Drive             
     Placentia                     
                                   
8.   La Veranda*                   $2,300-$2,500   $1,900-$2,300  13%      84%
     312 N. Roosevelt Avenue       (Dementia only)
     Fullerton                     
                                   
9.   Anaheim Gardens               $1,500-$2,500   $1,000         50%      85%
     625 W. La Palma               
     Anaheim                       

   228
                           RETIREMENT INN - FULLERTON
                    CENSUS OF MARKET AREA ACLF/AL FACILITIES
                                   (CONTINUED)



                                     Age/                                                 Congregate          
                                     Miles                                               (ACLF) Units         
                                     From      Total Units/  Unit     Size-        ---------------------------
No.  Name/Location                 Subject       AL Beds     Type     S.F.         Monthly Rent    Rental/S.F.  
- ---  -------------                 --------    -----------   ----     ----         ------------    -----------  
                                                                              
                                                                     
10.  Emerald Court                  1989/          178/     Studio    400                 Not Available          
     1731 W. Medical Court                                           
       Center Dr.                     3.0           50      1BR       600          $1,395-$1,595   $2.33-$2.66   
     Anaheim                                                2BR       900          $1,895-$2,300   $2.11-$2.56   
                                                                                                                 
                                                                     
11.  Walnut Manor                   1937/          158/     Studio    250          $1,185          $4.74         
     891 S. Walnut Street           4.0            175      Suite     500          $1,730          $3.46         
     Anaheim                                                Cottage   600          $1,895          $3.16
                                                                     
12.  Amaryllis Court                1969/           33/     Studio    250                  Not Available         
     1652 W. Broadway               4.0             66                (est.)
     Anaheim                                                         
                                                                     
13.  Fullerton Manor                1976/           90/     Studio    300 (est.)   $785-$1,000     $2.62-$3.33   
     2441 W. Orangethorpe           4.25           100      SP                     $750
     Fullerton                                                       
                                                                     
14.  La Habra Villa                 1981/          175/     Studio    224          $900-$1,500     $4.02-$6.70   
     1100 E. Whittier Boulevard     5.0            352      SP                     $696                          
     La Habra                                                        
                                                                     
15.  Meadows of La Habra            1987/          187/     Studio    312-364      $1,200          $3.30-$3.85   
     200 W. Whittier Boulevard      5.40           190               
     La Habra                                                        
                                                                     
16.  Park Regency                   1989/           84/     Studio    300-400      $1,400-$1,800   $4.50-$4.67   
     1750 W. La Habra Boulevard     6.0            168               
     La Habra                                                        
                                                                     
17.  Nohl Ranch Inn                 1987/          133/     Studio    340          $1,195          $3.51         
     380 S. Anaheim Hills Road      7.15           266      1BR       401-485      $1,450-$1,650   $3.40-$3.62
     Anaheim Hills                                                   
                                                                     
18.  Canyon Hills Club              1989/          167/     Studio    323-382      $1,025          $2.68-$3.17   
     525 S. Anaheim Hills Road      7.20            49      1BR       585-664      $1,458-$1,850   $2.49-$2.79
     Anaheim Hills                                          2BR       912          $1,995          $2.19
                                                                     
S.   Retirement Inn of Fullerton*   1973/-          68/     Studio    374          $1,250          $3.34         
     1621 E. Commonwealth Avenue                    84      SP                     $800
     Fullerton 


                                        Assisted Living (AL) Units
                                   ------------------------------------
                                         Monthly Rental 
                                   -----------------------                  Total
                                                   Semi-                  Reported
No.  Name/Location                 Private         Private        % SSI   Occupancy
- ---  -------------                 -------         -------        -----   ---------
                                                           
10.  Emerald Court                 $1,445             N/A           0%        93%
     1731 W. Medical Court         
       Center Dr.                  $1,735-$1,835
     Anaheim                       $2,095
                                   (+$100-$800)
                                   
11.  Walnut Manor                  $2,380             N/A           0%        88%
     891 S. Walnut Street                                                  (est.)
     Anaheim                       
                                   
12.  Amaryllis Court               $1,300-$1,800   $1,000-$1,300   70%        70%
     1652 W. Broadway              
     Anaheim                       
                                   
13.  Fullerton Manor               $960-$1,175        N/A          WND        88%
     2441 W. Orangethorpe          
     Fullerton                     
                                   
14.  La Habra Villa                +$60-$125          N/A          WND        90%
     1100 E. Whittier Boulevard                                            (est.)
     La Habra                      
                                   
15.  Meadows of La Habra           $1,300-$1,500   $800-$850       25%        98%
     200 W. Whittier Boulevard     
     La Habra                      
                                   
16.  Park Regency                  +$200-$500        N/A            0%       100%
     1750 W. La Habra Boulevard    
     La Habra                      
                                   
17.  Nohl Ranch Inn                +$120-$800        N/A            0%        91%
     380 S. Anaheim Hills Road     
     Anaheim Hills                 
                                   
18.  Canyon Hills Club             $1,995-$2,750     N/A            0%        96%
     525 S. Anaheim Hills Road     
     Anaheim Hills                 
                                   
S.   Retirement Inn of Fullerton*  +$150-$1,000    +$150-$1,000    26%        92%
     1621 E. Commonwealth Avenue   
     Fullerton 


*ARV owned/operated facilities                                      
   229
                           RETIREMENT INN - FULLERTON
                               SATURATION ANALYSIS



                                                                 Saturation Rate (1)        
                                                         -----------------------------------         Subject
                                                          w/o Subject            w/Subject            Only
                                      # H.H. (2)         (2,100 Beds)(3)        (2,184 Beds)        (84 Beds)
                                      ----------         ---------------        ------------        ---------
                                                                                         
1995 Estimate

75+, $15,000 Income                    6,115                 34.3%                 35.7%              1.4%


2000 Projection

75+, $15,000 Income                    7,409                 28.3%                 29.5%              1.1%




NOTES:

(1)   Market saturation rates represent the percentage of total market demand
      which is necessary to absorb a) existing or proposed units not including
      the subject, and b) existing or proposed units including the subject.

(2)   Number of income and age qualifying senior households within 5-mile radius
      of site per Urban Decision Systems.

(3)   Number of competitive units estimated at 100% of Comparable Nos. 1 to 9,
      50% of Comparable Nos. 10 to 18 and 340 units at Morningside (a CCRC).

(4)   Evaluation of saturation rates:



      Saturation                Evaluation of
         Rate                 Market Environment
      ----------              ------------------
                                                            
        0% - 10%              Lightly Competitive
       10% - 20%              Moderately Competitive
       20% - 30%              Heavily Competitive
          30%+                Extremely Competitive


   230
program. The other more comparable congregate/assisted projects surveyed are
generally newer projects (Comparable Nos. 5 - Bradford Square (ARV project), 6 -
Sunnycrest Chalet, 10 Emerald Court, 15 - Meadows of La Habra, 16 - Park
Regency, 17 - Nohl Ranch Inn and 18 Canyon Hills Club) with a more varied unit
mix and a generally superior living environment to the subject. The subject
would be competitively placed in the tier of projects below these newer
properties although it has a good reputation in the local market.

The assisted living projects are generally less directly comparable to the
subject as they target the older, frailer senior exclusively. Of the projects,
as noted Rosewood Court would be most similar to the subject. Comparable No. 1 -
Fullerton Guest Home, 4 - Park Vista and 8 - La Veranda (ARV project) generally
target the heavier care/Alzheimer patient. Park Vista is part of the larger
Morningside CCRC and is combined with a skilled nursing facility, creating a
more institutional living environment and catering to the heavier care assisted
living project.

Our survey of local jurisdictions noted no other active proposed senior housing
projects which would pose an imminent competitive threat to the subject. The
overall occupancy of the 18 projects surveyed is 89.2% (several market area
projects exhibit weak below 90% occupancies).

RETIREMENT HOUSING DEMAND

To measure the theoretical size of the subject's target market, we have analyzed
demographic statistics obtained from Urban Decision Systems for the relevant
target area market which extends about 5 miles outward from the subject site. We
obtained income by age population estimates and projections for this area in
1995 and 2000. Our analysis is as follows:

1)   Determines the number of households over a minimum age, 75, and minimum
     income requirement, over $15,000, from 1995 population estimates and 2000
     population projections. These parameters establish the different scenarios
     for calculating the market saturation rates;

2)   Calculates total market saturation rates required to fill the subject's 84
     beds and all other existing competitive senior facilities (estimated at
     2,100 beds);

3)   Evaluates the market environment of the subject property given the
     calculated saturation rates.

Our experience in comparable markets, indicates the following regarding
saturation rates.

                                     Estimate of Overall
      Saturation Rate                  Market Demand
      ---------------                  -------------

          0 - 10%                    Lightly Competitive
         10 - 20%                    Moderately Competitive
         20 - 30%                    Heavily Competitive
           30%+                      Extremely Competitive
   231
Our calculated market saturation rates (slightly over 30%) for the subject
market area suggest an extremely competitive market. Overall, the subject market
area can be characterized as having a very large supply of retirement units
serving a large and affluent, and growing age and income eligible senior
population. Northern Orange County has had the reputation of one of the most
competitive senior housing market areas in all of California. This perception is
confirmed by the high calculated saturation rates. It is important to note that
saturation analysis is only a tool used to measure overall market saturation.
However, saturation rates do not consider any potential competitive advantages
that a specific facility might offer. Saturation rates can also be calculated
using different factors/scenarios. Our methodology of calculating market
saturation rates is based on our experience in analyzing the feasibility of
numerous congregate senior housing developments.

CONCLUSIONS

Overall, we noted the following regarding the market environment of Retirement
Inn - Fullerton:

1)   The calculated saturation rates suggest an extremely competitive market
     environment. This is supported by soft market area occupancy rates. The
     subject has been able to maintain a 90% plus occupancy. This is due to its
     good location and reputation which offset its older age, large number of
     smaller units and monolithic unit mix. The subject also benefits by its
     smaller size with fewer units to keep occupied. The overall average
     occupancy of all projects surveyed was 89%. The market's strong
     demographics (size, affluence) are countered somewhat by a weak local
     economy which makes seniors on fixed incomes more hesitant to consider the
     congregate senior housing option and less likely to recognize paper losses
     on homes which have declined in value from 1989 peaks;

2)   The subject has a current occupancy of 92%, consistent with its recent
     history. The subject has established a market position as a well run,
     middle market project with reasonable rents. The subject's physical plant
     is below average in comparison to most of the other comparable projects in
     its market. Most of the locally competitive projects are newer and have a
     less institutional living environment and more varied unit mix than the
     subject;

3)   The subject market area is projected to experience a very good increase of
     21.2% (7,409/6,115) in the age and income eligible target market in the
     next five years;

4)   The subject is owned and operated by ARV Housing Group, one of the leading
     owner/operators in highly saturated market areas (including the subject
     market area - ARV is involved with five projects in the subject market
     area);

5)   The subject offers assisted living amenities on an a la carte basis (three
     different levels of assisted living care) which is not typical in the
     market area (most other projects charge one flat higher rent). This is a
     competitive advantage for the subject as residents only need pay for
     assisted living amenities when needed and at the level needed.

These specific conclusions are addressed more fully and used to project pro
forma income and expense cash flows in the Income Approach section of this
report.
   232
                              HIGHEST AND BEST USE

Highest and best use is defined as that use, from among reasonably probable and
legally alternative uses, found to be physically possible, appropriately
supported, financially feasible, and which results in the highest land value.
The highest and best use concept must also give recognition of that use to
community environment and to community development goals, in addition to wealth
maximization of individual property owners.

The highest and best use of the land or site, if vacant and available for use,
may be different from the highest and best use of the existing improved
property. This will be true when the improvement is not an optimum use and yet
makes a contribution to total property value in excess of the value of the land
only. In order to determine the property's highest and best use, it is necessary
to analyze the factors discussed below.

AS VACANT

The site's physical characteristics are similar to those found throughout the
area in terms of size (smaller), topography (flat), exposure (good) and access
(good). The total land area is relatively small though it is large enough to
support many other types of development and it is located along a major
thoroughfare. The site is probably too small for a lower density residential
subdivision. Therefore, the site's physical characteristics do not seem to limit
most development alternatives.

The subject site is currently zoned R-3, a higher density residential zoning
classification. This is consistent with other apartment, interior single family
and institutional (schools) development in the neighborhood. It is likely that
Fullerton would allow many residential and institutional uses on the subject
site. The subject's 68.7 units per acre density is misleading due to its small,
all studio unit mix. Extreme high density residential, commercial or heavy
retail land uses are unlikely for the site. Finally, the site itself is not
known to be affected by significant easements or encumbrances.

In determining which possible use of the land represents the highest and best
use of the site, we have analyzed those physical and legal factors affecting the
site. It is then necessary to analyze not only the feasibility of potential
alternate development but determine which types of these developments is
maximally feasible. Our analysis of the congregate housing market in the area
indicates a strengthening local market with variable occupancies (some softness
at some projects), including the subject's current 92% occupancy. Also, a large
increase in the number of age and income eligible seniors over the next five
years suggests adequate long term demand for well run projects like the subject.
The subject is a profitable project and it is in the middle tier of senior
housing facilities in its market. The subject, if it can be filled, would be
more feasible than alternate residential uses due to its higher margin per unit
and higher density. The subject is also more profitable than almost all possible
institutional land uses. However, uncertainties about the depth of the local
market, current depressed housing prices and a flat regional economy suggest
that the subject (or any alternate commercial/apartment land use) would not
clearly be built in 1995. Few to no senior housing projects were being built
anywhere in California in 1994 although this is beginning to change in 1995. An
owner of the subject site would probably
   233
develop a senior housing use on the site although the decision is not clear.
Therefore, in our opinion, the highest and best use of the site as vacant in
early 1995 is probably to develop a senior housing project on the subject site.

AS IMPROVED

Our experience in comparable projects indicate that a senior project of 84 beds
is large enough to achieve operating economies of scale though not optional
(need about 120 beds). Higher densities for the site would generate difficulties
in meeting parking and density requirements with Fullerton. Also, short term
demand for additional small unit assisted living units probably does not exist
in the local market as indicated by the subject's high SSI census.

Considering the factors noted above, the purpose of this appraisal (to value the
subject as is) and because the subject improvements clearly add value over and
above the land alone, we have concluded that the highest and best use of the
site, as improved, is probably as the subject site as built and operating. The
existing improvements and living environment are competitive and functional for
congregate and assisted living uses. The subject's overall quality, unit mix and
unit sizes (though not optimal given their smaller size and limited variety),
common areas, parking and landscaping are average to below average in the local
senior housing market.
   234
                                 SITE VALUATION

In order to estimate the fair market value of the subject site, a Sales
Comparison Approach is utilized. Recent sales and listings/offers of vacant land
considered somewhat comparable to the subject in location, zoning, and utility
were analyzed. Adjustments are made as necessary for: date of sale, location,
financing terms, physical characteristics such as size, shape, utilities and
topography, and development limitations such as zoning restrictions, easements
and encumbrances.

A number of sales were reviewed in order to determine the market value of the
subject site. Overall, we noted few recent vacant land sale transactions in the
area reflecting the lack of development activity. We have considered the sales
of local vacant land sites with somewhat comparable land uses, zoning and
locations. Those sales that were considered most comparable are presented in a
summary grid on a following page and detailed in the Addenda of this report.

Comparable Sale No. 1 is a current listing located along State College about two
blocks east of the subject. The 43,560 square foot parcel is currently being
listed for $700,000 or $16.07 per square foot. A commercial/office use is likely
on the site. The site has major thoroughfare frontage somewhat similar to the
subject (without the corner influence). The comparable site's higher intensity
zoning suggests downward adjustment to the subject.

Comparable Sale No. 2 is located at 100 North State College, about one mile
northeast of the subject. The 154,986 square foot site sold in September, 1994
for $2,245,000 or $14.49 per square foot. The site is located in a mixed use
commercial office/residential area along a significant thoroughfare. The site's
larger size suggests upward adjustment to the subject. This is somewhat offset
by its more intensive zoning and location.

Comparable Sale No. 3 is located at 8721 Whitaker Street about five miles
southwest of the subject. The 187,308 square foot parcel sold in July, 1994 for
$2,300,000 or $12.28 per square foot. The parcel was developed with townhomes
and is located in a lesser quality residential neighborhood. Upward adjustment
is also suggested by the site's lower density and larger parcel size.

Comparable Sale No. 4 is located at 137 West Lincoln Avenue, about four miles
southeast of the subject in the northern area of the City of Orange. The 27,007
square foot site sold in July, 1993 for $370,000 or $13.70 per square foot. A 15
unit apartment complex was developed on the site at a calculated density (24.1
units/acre) similar to the subject site (69.7 units/acre) when considering the
subject's smaller units. Upward adjustment to the subject is suggested by an
overall inferior neighborhood.

Before adjustment, the sales discussed above indicate a sale price per square
foot range of approximately $12.28 to $16.07. The above adjustments to the
comparable sales can be summarized as follows:
   235
                           RETIREMENT INN - FULLERTON
                                VACANT LAND SALES



                                    Sale                    Size-SF     Proposed     Price/     Price/              Density -
No.   Location/APN                  Date       Sale Price   (Acres)    Development   Sq. Ft.     Unit     Zoning   Units/Acre
- ---   ------------                  ----       ----------   -------    -----------   -------    ------    ------   ----------
                                                                                        
1.    600 Block of St. College,     Listing    $  700,000    43,560    Probable       $16.07      N/A       O-P       N/A
       South of Chapman                                       (1.00)   Commercial
      Fullerton

2.    100 N. State College          9/94       $2,245,000   154,986    Probable       $14.49      N/A       R-2       N/A
      Fullerton                                               (3.64)   Residential
      319-011-057

3.    8721 Whitaker Street          7/94       $2,300,000   187,308    116 Units      $12.28    $19,827     R-3       26.9
      Fullerton                                               (4.30)   Allowed
      070-241-26+

4.    137 W. Lincoln Avenue         7/93       $  370,000    27,007    15 Apartment   $13.70    $24,666     R-3       24.1
      Orange                                                  (0.62)   Units
      360-031-20

S.    1621 E. Commonwealth Avenue     -           -          43,124    68 Senior        -         -         R-3       68.7
      Fullerton                                               (0.99)   Units
      269-106-16

   236


                         Sale Price/   
            Comp No.         SF          Adjustment
            --------     -----------     ----------
                                                                                     
               1           $16.07        Downward (list/sale price differential,
                                         zoning); Upward (corner)
               2           $14.49        Downward (land use, location);
                                         Upward (parcel size, corner)
               3           $12.28        Upward (parcel size, location, density)
               4           $13.70        Upward (location)


The overall degree of comparability of these sales to the subject is only fair
reflecting the lack of comparable (high density residential) vacant land sales
in the immediate area. Overall, Comparable Land Sale Nos. 3 and 4 are most
similar to the subject in zoned land use though each site has an inferior
neighborhood location. Sale No. 1 is most similar to the subject in location but
has a more intensive zoning and is only a listing. Sale No. 2 has more
significant locational differences with the subject. Sale Nos. 2 and 3 are also
much larger than the subject.

After considering the specific location and density of the subject site and the
evidence provided by the adjusted comparables and recent trends in land values,
it is concluded that the fair market value of the fee simple interest for the
subject site as of July, 1995, is at a rate of $15.00 per square foot, or for
the subject's 43,124 square feet, an overall site value of $646,860 ($15.00/SF x
43,124/SF) or $9,513 per unit.
   237
                                  COST APPROACH

The Cost Approach considers an estimate of the fair market value of the land,
the direct and indirect replacement costs (new) of the improvements,
entrepreneurial profit, and accrued depreciation from all causes. Land value is
taken from the Site Valuation section of this appraisal. Sources for replacement
costs of improvements include: (1) Cost bids or reported actual recent cost of
the subject; (2) Actual costs of recently completed comparable improvements; (3)
Local contractors' opinions; (4) Marshall and Swift Computer Data Base; and, (5)
Marshall and Swift (monthly updated) Cost Manual. Entrepreneurial profit is a
necessary element in the motivation to construct improvements. In estimating any
accrued depreciation, the appraiser takes into consideration: age, condition,
functional utility, detrimental external factors, and any existing leases with
contract rent below fair market (economic) rent. The sum total of land costs,
direct improvement costs, indirect costs and entrepreneurial profit is the
estimated replacement cost new. Subtracting any required depreciation from the
replacement cost new indicates the value by the Cost Approach.

DIRECT COSTS

The estimated building cost per square foot replacement cost new in 1995 for the
subject improvements is derived from the Marshall Cost Data Service (and
comparable projects as a part of total costs) as calculated below:



                                                          Class D,
                                                       Average Quality
                                                    Home for the Elderly
                                                     (Sec. 11, Page 17)
                                                    --------------------
                                                         
                 Base Cost/SF                           $     54.16
                 Sprinkler Adjustment                          1.20
                 HVAC Adjustment                              (1.20)
                                                        -----------
                                                        $     54.16

                 Location Multiplier                    x      1.16
                 Time Multiplier                        x      1.05
                                                        -----------

                 Adjusted Base Cost/SF                  $     65.97

                 Square Footage - GBA                   x    38,155
                                                        -----------

                 Adjusted Base Cost                     $ 2,516,966
                                                        ===========


The indicated base rate for the replacement cost new per square foot in 1995 for
the existing improvements is $65.97. Our estimate of the base building cost on a
per square foot basis includes architectural and engineering fees, overall
construction financing cost and operational
   238
overhead. They do not include unusual construction and fixtures, loan points,
pre-marketing costs, furniture and city/public utility fees.

In addition to the adjusted base construction for the building improvements, an
allowance for furniture and equipment was included to arrive at total direct
construction costs of the development. The allowance for furniture and equipment
was estimated using an analysis of the Marshall Cost Manual allowance and
industry experience (as shown below) or $3,000 per unit ($204,000 for 68 units).

INDIRECT COSTS

Indirect Costs - In addition to these direct building costs, we have estimated
indirect costs at 7% of total direct building costs. Indirect costs include
legal/accounting/appraisal fees, loan fees, premarketing advertising and
promotion, city/public utility fees and a contingency fund.

The above estimates reflect a replacement cost new (without land or profit) of
$2,956,714 or $77.49 per square foot or $43,481 per unit. This is compared using
an overall reasonableness test (no specific adjustment is made) to other
recently built comparable congregate senior projects as follows:



                                                     Total             Total
                     No. of                         Cost/SF         Cost/Unit           FF&E
Project              Units       Location         (w/o Land)*       (w/o Land)*         Unit
- -------              -----       --------         -----------       -----------         ----
                                                                           
Sterling Court        149        San Mateo          $79.91           $84,117           $2,516
Park Ridge             93        Vallejo            $79.40           $71,138           $2,688
Palm Court            100        Culver City        $97.41           $84,000           $3,000
                    

*Includes FF&E, shown separately for comparison purposes.

The estimated replacement cost new for the subject is lower than the costs
incurred at these similar projects on a square foot basis and on a per unit
basis which is reconcilable given the subject's smaller units sizes, more modest
quality and all studio unit mix.

Finally, an entrepreneur or developer will typically expect to be compensated
for the time, money, and risk expended in bringing a project to a completed
income producing unit. Profit typically ranges from 10% to over 25% of the total
construction and land costs, depending on the type of property, anticipated
absorption or stabilization period, risk, and the size of the project. A modest
allocation of 10% for entrepreneurial profit or toward the bottom of the range
is considered appropriate for the subject given that the highest and best use of
the subject as vacant in 1995 is to probably develop a senior housing project
although this decision is not clear cut. The crowded local market, the subject's
unit mix and current overall market conditions mute the project's rent/profit
potential as evidenced by the subject's high SSI census.
   239
DEPRECIATION

Our site inspection noted no material physical curable, functional or economic
depreciation. We did, however, note the following form of depreciation.

Physical Incurable Depreciation - An amount for physical incurable depreciation
(or the normal wear and tear on improvements as they age) is appropriate
considering the subject's 22 year chronological and effective age, calculated as
follows:



                                                      Direct Building
                                                            Cost              FF&E
                                                      ---------------         ----
                                                                            
         Base Cost New                                   $2,516,966        $  204,000
         Plus:  Indirect Cost Allocation                 x     1.07        x     1.07
         Plus:  Profit Allocation                        x     1.10        x     1.10
                                                         ------------      ----------

         Depreciable Base                                $2,962,469        $  240,108
         Depreciation Estimate (per MVS)                         34%               50%
                                                         -----------       ----------

         Total Physical Incurable Depreciation           $1,007,239        $  120,054
                                                         ==========        ==========

                                                               Total       $1,127,293
                                                                           ==========


The depreciation percentages are based on our site inspection and Marshall
Valuation estimates considering the subject's current 22 year old effective age
(5 years for FF&E considering ongoing replacement) and 45 year old total
economic life (10 years for FF&E). Physical incurable depreciation must be
deducted from estimates of cost new to arrive at an as is valuation.

SUMMARY

Our estimate of value by the Cost Approach is summarized on the following page
with an indicated value conclusion as is, in July, 1995 of $2,836,638, called
$2,825,000.
   240
                           RETIREMENT INN - FULLERTON
                  COST APPROACH CALCULATION (CALCULATOR METHOD)


                                                                                   
Total Land Value (43,124 SF at $15.00/SF)                                                 $  646,860

Direct Building Costs

Building Cost                                                  $2,516,966
Furniture & Equipment
(68 Units at $3,000/each)                                       $  204,000
                                                               ----------
Total Direct Building Costs                                                              $2,720,966

Total Direct Building and Land Costs                                                     $3,367,826

Indirect Costs - 7%                                                                      $  235,748
                                                                                         ----------

Total Construction and Land Costs                                                        $3,603,574

Plus Entrepreneurial Profit at 10%                                                        $  360,357
                                                                                         ----------

Total Cost New (Including Land)                                                          $3,963,931

Less Depreciation

Physical Curable                                               $          0
Physical Incurable                                             ($1,127,293)
Functional Curable                                             $          0
Functional Incurable                                           $          0
External Obsolescence                                          $          0
                                                               ------------ 
Total Depreciation                                                                      ($1,127,293)
                                                                                        ----------- 

Indicated Value, Cost Approach, As Is                                                    $2,836,638
                                                                                         ==========

                                                                Rounded to               $2,825,000

   241
                                 INCOME APPROACH

The Income Approach is based upon the economic principle that the value of a
property capable of producing real estate income is the present worth of
anticipated future net benefits. The net income projection is translated into a
present capital value indication using a capitalization process. There are
various methods of capitalization that are based on inherent assumptions
concerning the quality, durability, and pattern of the income projection.

Our Income Approach analysis applies an overall capitalization rate to the
subject's projected net income over the next 12 months. This method was
considered appropriate as the subject is currently operating at a stabilized
cash flow (occupancy and expenses). A discounted cash flow model was not
considered of primary usefulness in valuing the subject for the following
reasons:

1)   buyers of properties like the subject typically do not use discounted cash
     flow analyses;

2)   because the subject is a stabilized property, a discounted cash flow model
     would simply be inflating revenues and expenses at a fixed rate and then
     canceling out the inflation estimate using an appropriate discount rate. In
     other words, if properly applied, a discounted cash flow analysis would
     arrive at the same value estimate as applying an overall capitalization
     rate methodology.

Net income is calculated by subtracting a vacancy and credit allowance and all
fixed and operating expenses from the indicated gross income. The methods
utilized to estimate gross income, vacancy, expenses and an overall
capitalization rate are discussed in detail in the following paragraphs.

PROJECTION PERIOD

In our analysis of the subject's net income, we have utilized a projection
period of 12 months (7/95 to 6/96) which reflects a stabilized cash flow and
occupancy level. Based on this premise, the owner of the property will enjoy the
net proceeds of sale (reversion) at July, 1995 based on the projected July, 1995
to June, 1996 net income. The theory is that the investor purchasing the
property in July, 1995 would be more interested in the anticipated net income in
their first year of ownership than they would be in the previous year's income
prior to their ownership.

POTENTIAL GROSS ANNUAL INCOME

In estimating the potential gross annual income for the subject property over
the projection period, we have reviewed the current rent roll and prepared our
own survey of the properties considered to be most competitive and comparable to
the subject. This survey was presented in the Market Analysis section of this
appraisal and summarized on a following page.

The operators of the subject property have achieved the rental census and
occupancy as summarized on the following page. The June, 1995 census reveals an
occupancy of 91.7% or 77 beds out of a maximum current configuration of 84 beds.
   242
                           RETIREMENT INN - FULLERTON
                    SUMMARY OF SUBJECT RENT CENSUS at 6/19/95



                                          Private-Studio       Semi-Private         SSI                 Total
                                             (Units)              (Beds)           (Beds)               -----
                                          --------------       ------------        ------     
                                                                                                  
Number Units/Beds - Rented                     48                   9                20                  77 (91.7%)
Rent Range                                $1,150-$1,415          $800-$905         $671-$691          $671-$1,415
Rent Average                                 $1,318                $871              $688               $1,102

Potential Total Rent-Rented                  $759,300            $94,020            $165,120          $1,018,440


Number Units/Beds - Vacant (1)                  4                   1                 2                   7 (8.3%)
Rent Range                                    $1,250               $800              $691             $691-$1,250
Rent Average                                  $1,250               $800              $691               $1,026

Total Potential Rent-Vacant                  $60,000              $9,600            $16,584            $86,184


Total Units/Beds                               52                  10                22                  84 (100%)
Gross Potential Rent-Total                   $819,300            $103,620          $181,704           $1,104,624
Per Unit/Bed                                  $1,313               $864              $688               $1,096




NOTES:

(1)    Vacant units include:

       Private Studio - Units 118, 212, 229, 236 (4 Units);

       Semi-Private - Beds 214, 222, 228 (3 Beds); vacant beds allocated between
       semi-private and SSI in ratio of leased semi-private/SSI beds.
   243
Our review of the subject's rent roll revealed a relatively variable range of
rentals with several units having different rents. Discussions with the current
operator noted that individual monthly rents were a function of the unit
location, when the resident entered the subject and negotiation of the rent when
entered. All SSI rents are fixed by governmental agency at $691 per month and
not market determined.

The comparison of the subject rents (with and without the average assisted
living surcharge) to the market area projects surveyed accumulates the monthly
rental of all facilities, the average of the 18 projects surveyed and the most
comparable projects to the existing Retirement Inn - Fullerton. Of the projects
surveyed, Comparable Nos. 2 - Acacia Villa, 3 - Rosewood Court, 7 Villa De Palma
and 9 - Anaheim Gardens would be most similar to the subject in age, scale,
amenities, quality and unit mix.

As shown, the subject's private room rents (with and without the assisted living
surcharge) are within the range of all and the most similar properties and near
the averages (for both congregate and assisted living) of all facilities. The
subject's congregate studio private and semiprivate rents are near the average
of all projects surveyed (within 5%). The subject's average assisted living
rents are within the overall range of all projects, similar to the most
comparable properties, and slightly below the average of all projects (about
10%). Because the subject offers a la carte pricing for its assisted living
amenities, residents can effectively choose their rent level (the assisted
living surcharge) as their living assistance needs vary or change.

In our opinion, the most compelling evidence that the subject's rents are market
rents (and not above or below) is the subject's apparently stabilized occupancy,
which is currently 92% at the current rents. We have also considered the
subject's relatively higher occupancy rate compared to the other projects in the
northern Orange County primary market area and its high SSI census. In our
opinion, the subject's rents have been material factors in keeping its occupancy
above 90% despite its competitive position (market conditions, competition,
project age, small units).

Therefore, given the above discussion, in our opinion, the subject's current
monthly average rents represent market rental rates and are used in our pro
forma estimate of income and expenses shown on a following page. All subject
rents (the average per unit/bed type noted above) are forecast to increase 2%
during the 7/95 to 6/96 projection period, reflecting market conditions and the
subject's history. The 2% estimate in the next 12 months represents an average
4% rent increase applied at each resident's move-in anniversary date which are
assumed to occur evenly over the next 12 months. SSI rates are conservatively
forecasted to remain at current levels in the next 12 months. Our cash flow
estimates are shown gross or before a vacancy and collection factor.

The above rents are base rents for unlicensed congregate living services. This
rent does not include assisted living surcharges which are billed to residents
on an a la carte basis. Currently, the subject charges for these extra amenities
on a case by case basis with an approximate average of $400 extra per month for
medication monitoring, help with bathing and doing personal laundry. Currently,
about 31 residents pay for living assistance at an approximate average of $389
extra rent per month. Our cash flow projections for the subject estimate a
stabilized 37% gross utilization (35 beds gross; 32.6 beds net) of assisted
living amenities at stabilization, calculating to the following gross assisted
living surcharge income:
   244
                           RETIREMENT INN - FULLERTON
                            COMPARATIVE RENT ANALYSIS

    ACLF - CONGREGATE RENTS



                       Private - Studio                                  Semi-Private - Studio
           -----------------------------------------           ---------------------------------------
           Comp. No.                    Monthly Rent           Comp. No.                  Monthly Rent
           ---------                    ------------           ---------                  ------------

                                                                                  
                 2*                    $1,250-$1,800                 2*                    $850-$950
                 4                        $1,263                     5                       $850
                 5                     $1,275-$1,850                 7*                    $850-$900
                 6                     $1,125-$1,200                 9*                      $850
                 7*                    $1,150-$1,650                13                       $750
                 9*                    $1,250-$2,000                14                       $696
                11                        $1,185
                13                      $785-$1,000
                14                      $900-$1,500
                15                        $1,200
                16                     $1,400-$1,800
                17                        $1,195
                18                        $1,025

    Range                               $785-$2,000                                        $696-$950
    Average                               $1,295                                             $820


    AL - ASSISTED LIVING RENTS



                       Private - Studio                                  Semi-Private - Studio
           -----------------------------------------           ---------------------------------------
           Comp. No.                    Monthly Rent           Comp. No.                  Monthly Rent
           ---------                    ------------           ---------                  ------------

                                                                                  
                 1                     $3,375-$3,600                 1                      $2,450
                 2*                    $1,400-$2,800                 3                     $800-$900
                 3                     $1,150-$1,250                 5                   $1,425-$1,850
                 4                     $2,350-$2,650                 7*                  $1,000-$1,900
                 5                     $1,425-$2,850                 8                   $1,900-$2,300
                 6                     $1,225-$1,700                 9*                     $1,000
                 7*                    $1,300-$2,650                12                   $1,000-$1,300
                 8                     $2,300-$2,500                14                     $756-$821
                 9*                    $1,500-$2,500                15                     $800-$850
                10                        $1,445
                11                        $2,380
                12                     $1,300-$1,800
                13                      $960-$1,175
                14                      $960-$1,625
                15                     $1,300-$1,500
                16                     $1,600-$2,300
                17                     $1,315-$1,995
                18                     $1,995-$2,750

    Range                               $960-$3,600                                       $756-$2,450
    Average                               $1,910                                            $1,361




                                            Private - Studio                Semi-Private
                                            ----------------                ------------
                                                                                
    Subject Rented Beds -

     Subject Range                            $1,150-$1,415                      $800
     Subject Average                          $1,318/$1,718**                 $800/$1,200**
                                              (48 Units)                      (9 Beds)

    Subject Vacant Beds -

     Subject Range                               $1,250                          $800
     Subject Average                          $1,250/$1,650**                 $800/$1,200**
                                               (4 Units)                      (1 Bed)


*Comparable Nos. 2 - Acacia Villa; 7 - Villa de Palma; and 9 - Anaheim Gardens 
 are most similar to the subject.

**Includes average assisted living surcharge of $400 per month.
   245


                            Avg. Surcharge/           Resident              Projected
         Period               Month/Bed              Utilization          Annual Income
         ------             ---------------          -----------          -------------
                                                                                         
         At 6/95                  $389                31 (net)                  -
         At 7/95 to 6/96          $400                35 (gross)             $168,000


In addition to total potential gross room revenue, we have included
miscellaneous income at 1.0% of effective gross income reflecting historical
receipts for guest meals, processing fees, extra services to residents, and
beauty shop income.

VACANCY AND COLLECTION LOSSES

Our cash flow projections deduct a total vacancy and collection loss in the
stabilized projection period as follows:



                                                 Average      Average
                                                Occupancy     Vacancy
                                                ---------     -------
                                                        
             As Is at 6/95                        91.7%         8.3%
             7/95 to 6/96 (Stabilization)         93.0%         7.0%


The above estimate of stabilized occupancy/vacancy is meant to incorporate 78.1
residents or an occupancy/vacancy of 93.0% (78.1/84). This conclusion is
slightly higher than the current occupancy (77 beds) but is consistent with the
subject's actual recent occupancy trends and operator projections. The projected
stabilized vacancy factor reflects the subject's occupancy history and current
occupancy, discussions with the current operator, the subject's competitive
position and local market conditions. The subject's market position (lower rents
in a more affluent and crowded market) and lesser quality physical plant
mitigate against a lower stabilized vacancy estimate (or higher occupancy).

OPERATING EXPENSES

In determining pro forma estimates of operating expenses, we have primarily
relied on the specific expense histories (1993, 1994, 4 months ending 4/95
annualized) and budget (1995) of the subject property as summarized on the
following page and the experience at comparable projects. The expenses
enumerated below would be those of a typical operator at the subject. We have
summarized our expense estimates as follows:

Real Estate Taxes - Real estate taxes are estimated to reflect an assumed sale
of the subject property and a reassessment at current market rates at June, 1995
($2,350,000 times the tax rate of 1.00968% plus approximately $6,008 in direct
assessments). This real estate tax expense reflects taxes that would have to be
incurred by a buyer of the subject wherein the subject would be reassessed to
market value;
   246
                           RETIREMENT INN - FULLERTON
                          HISTORICAL INCOME AND EXPENSE



                                                       Historical                                 
                              ---------------------------------------------------------------        Operator
                                                                  4 Months                             Goal
                              Year Ending       Year Ending        Ending            1995             Budget
Revenues                          12/93            12/94            4/95           Annualized          1995
- --------                      ------------     -------------     ----------        ----------       ----------

                                                                                            
Rental Income                   $  936,416        $  956,057       $346,662        $1,039,986       $1,007,665
Assisted Living Income              48,628            74,403         38,617           115,851           83,300
Non-Operating Revenue           $    8,678        $    8,967       $  3,214        $    9,642       $    8,280
                                ----------        ----------       --------        ----------       ----------

Total Revenues                  $  993,722        $1,039,427       $388,493        $1,165,479       $1,099,245

Expenses (1)

Real Estate Taxes               $   33,465        $   33,323        (2)                             $   33,544
Insurance                           12,228            12,518        (2)              (2)                12,929
G&A                                 23,979            36,061        (2)              (2)                25,245
Utilities                           64,698            73,370        (2)              (2)                76,215
Payroll/Benefits                   427,038           430,765        (2)              (2)               437,214
Maintenance                         43,917            37,523        (2)              (2)                47,080
Activities                           9,952             9,529        (2)              (2)                 8,208
Marketing                            8,682             7,440        (2)              (2)                13,029
Laundry & Linen                      6,490             8,527        (2)              (2)                13,680
Dietary                             97,530           103,131        (2)              (2)               106,238
Supplies                            20,403            24,000        (2)              (2)                21,432
                                ----------        ----------       --------        ----------       ----------

Total Operating Expense         $  748,382        $  776,187       $276,679       $   830,037       $  794,814
                                   (75.0%)           (74.7%)        (71.2%)           (71.2%)          (72.3%)

Net Operating Income            $  245,340        $  263,240       $111,814       $   335,442       $  304,431
                                ==========        ==========       ========       ===========       ==========




NOTES:

(1)  Does not include management fee or replacement reserves.

(2)  Detail not available.
   247
Insurance - estimated at 1.0% of effective gross income, reflecting typical
charges for liability/fire insurance, historical costs incurred, and the fixed
nature of this expense;

Management - estimated at 5% of effective gross income reflecting the current
typical or average industry charge which would be appropriate for the subject
considering its average complexity of operation;

General and Administrative - estimated at 12% of effective gross income;
representing additional on site costs incurred to manage the subject including
salaries and benefits for the administrator and assistants and all miscellaneous
costs to operate the subject (office supplies, miscellaneous rentals);

Utilities - estimated at 6.5% of effective gross income, which is consistent
with historical costs incurred. Includes all common area and unit utility costs
(telephone, electric, gas, water, sewer);

Maintenance - estimated at 5% of effective gross income, including all
maintenance/security salary and supplies (including land maintenance and pest
control), derived from historical expenses;

Activities/Transportation - all social/recreational service costs including
salaries and supplies (including van service) are estimated at 3% of effective
gross income;

Marketing - all advertising, marketing and sales expenses are estimated at 2.0%
of effective gross income. This allocation reflects the expenses of a typical
operator in the locally competitive market.

Housekeeping - estimated at 6% of effective gross income to include salaries,
supplies, for both an internal laundry and linen service and housekeeping and
consistent with historical costs incurred;

Dietary - estimated at anticipated dietary costs to a typical operator or $10.00
per day per resident reflecting the lesser number of residents (78.1 occupied
beds x $10.00/day x 365 days). This estimate includes all dietary related
salaries and benefits and cost of food. These estimates are within current
industry averages and historical costs incurred and reflect a lesser economy of
scale due to the smaller number of beds;

Personal Care - estimated at 8.0% of effective gross income to include all
salaries and supplies necessary to provide assisted living services to
approximately 42% of the residents (about $8.17 per resident day for about 33
residents);

Replacement Reserve - estimated at 12.5% of the estimated furniture and
equipment cost new ($204,000 or $3,000 per unit) to include the annual reserve
necessary to replace furniture and equipment and other short lived capital items
(carpeting, painting). The stabilized estimate of $25,500 is equal to 2.1% of
the estimate effective gross income.

As shown, total stabilized expenses (not including management fees and reserves)
to a typical operator accumulate to 69.5% of effective gross income or $10,777
per occupied bed (78.1 beds).
   248
The per bed total expenses are slightly higher than typical because of the
subject's smaller number of smaller units preventing economies of scale in
operation. A comparison to similar congregate/assisted living properties before
management fees and reserves illustrates the following:



                                                                                                    Inflated 
                                                        Stabilized              Per                  to 1995
                                 Location             Expense Ratio         Resident/Yr.            at 4%/Yr.
                                 --------             -------------         ------------            --------
                                                                                            
10 ARV Properties                California               61.7%             $ 9,782 (1994)           $10,173

13 Angeles
  Housing Properties             National                 56.6%             $ 8,966 (1993)           $ 9,698

Greenhills                       Millbrae                 55.7%             $ 8,234 (1992)           $ 9,262
Meadows                          Napa                     56.3%             $ 8,418 (1992)           $ 9,469
Country Inn                      Fremont                  52.5%             $ 7,718 (1992)           $ 8,682
Westmont                         Santa Clara              57.7%             $ 9,520 (1992)           $10,296
Canyon Hills Club                Anaheim                  61.2%             $11,918 (1994)           $12,395
Courtyard                        San Marcos               51.6%             $ 9,181 (1993)           $ 9,930

6 Facility Averages                                       55.8%                                      $10,006

Subject - 1993 Historical                                 75.0%             $ 9,719
Subject - 1994 Historical                                 74.7%             $10,080
Subject - 1/95 to 4/95 Historical                         71.2%             $10,780
Subject - 1995 Budget                                     72.3%             $10,322

Subject Projected - Period 1
- - (7/95 to 6/96)                                          69.5%                                      $10,777


As illustrated, the projected expenses for the subject are above the average of
the expense histories of the projects listed above and above the averages of 10
other ARV facilities. The subject will always have much higher expenses on a
percentage of income basis because of its lower revenue base (lower rents, SSI
census) and higher on a per patient basis due to the lesser number of beds
(preventing greater economies of scale) and higher semiprivate bed (two beds per
room) census. Our projections consider these comparable properties and
historical costs incurred.

On the following page, we have illustrated average annual operating costs per
unit as accumulated in a recent national survey of operating expenses for
various types of senior facilities including assisted living. The survey
indicated a median annual cost per unit of $10,577 before management fees
($11,541 total less $964 in management fees). This compares to our per unit
estimate for the subject of $12,377 ($841,640/68) in the next 12 months.

Finally, a reconciliation of our adjusted period one (7/95 to 6/96) projected
expenses to 1995 actual annualized expenses illustrates the following:
   249

                                                                                   
      Actual Total Expenses (1/95 to 4/95 Annualized)                                $830,037
                                                                                     ========

      Operator Budget (1995)                                                         $794,814
                                                                                     ========

      Projected Total Expenses Per SLVS (7/95 to 6/96)                               $927,703

      Less:  Management Fees                                                        ($ 60,557)
      Less:  Replacement Reserves                                                   ($ 25,500)
                                                                                     --------

      Adjusted Projected Total Expenses (7/95 to 6/96)                               $841,640
                                                                                     ========

      Difference (over 1995 actual, reflects inflation)                                  +1.4%
                 (over 1995 budget, reflects an understated budget, inflation)           +5.9%


CAPITALIZATION PROCESS

Because Retirement Inn - Fullerton is being appraised as of July, 1995 wherein
it has reached a stabilized cash flow, we have utilized a procedure where the
stabilized net income for the period of July, 1995 to June, 1996 is capitalized
at a rate of 12.0% to get an indicated total property value at July, 1995. This
calculation is shown on a following page.

We have been involved in the analysis and valuation of numerous retirement
facilities around California which have generally exhibited overall
capitalization rates ranging from 11% to 15%. These are illustrated in sales of
comparable facilities in the Sales Comparison Approach of this report and are
summarized as follows:



                             Comparable                          Indicated
            Sale No.          Property                           Cap Rate
            --------         ----------                          ---------
                                                            
                1            Valley Crest                          11.3%
                2            Canyon Hills Club                     10.3%
                3            Brea Residential                      11.1%
                4            Whittier                              11.8%
                5            Lomita Lodge                          12.2%
                6            Villa San Marcos                      12.7%

                             Range                              10.3%-12.7%
                             Average                               11.6%

               25 Facility   Average                               12.5%

   250
In April, 1995, Senior Living Valuation Services, Inc. conducted the second
annual survey of close to 300 participants in the senior housing industry
regarding their investment criteria or perception of criteria used in evaluating
different types of senior housing properties. The investment criteria survey
polled included capitalization rates, discount rates and returns on equity. A
copy of this survey is provided in the Addenda of this report. The survey
indicated a capitalization rate range of 9% to 16% and an average of 12.1% for
assisted living facilities. Though the survey is not definitive, it does provide
some market evidence of the investment criteria being used (or perceived to be
used) by industry professionals.

Another method of estimating a capitalization rate is the band of investment
weighted average technique. If the available mortgage terms are known, the debt
service or mortgage constant can be calculated, and if the equity dividend rate
required to attract equity capital is known or can be estimated, the overall
rate applicable in direct capitalization can be computed. Available mortgage
terms are 70% of value at 10.0% interest with an amortization term of 20 years
reflects market terms based on our experience of specific financing transactions
and recent national surveys of financing parameters for senior housing
properties. Based on these terms, the mortgage constant is .1158. The equity
dividend rate required to attract equity capital for properties similar to the
subject is approximately 15%. The indicated overall capitalization rate using
this approach is:

                     Band of Investment



                           Portion                               Weighted
                           of Value          Rate              Contribution
                           --------          ----              ------------
                                                        
        Mortgage           0.70 x            .1158                .0811
        Equity             0.30 x            .15                  .0450
                                                                  -----

                           1.0  x            Overall Rate         .1261

                                             OAR                  12.61%


These sources of capitalization rates can be summarized as follows:



                                               Indicated
                                               Cap Rates
                                               ---------
                                              
                6 Detailed Sales                  11.6%
               25 Statewide Sales                 12.5%
               SLVS Investment Survey             12.1%
               Band of Investment                12.61%



Based upon the current characteristics of the subject, namely, its overall
average cash flow risk as reflected in the stabilized occupancy (93%) and less
volatile cash flow (including a high SSI census), which is derived from the
subject's established niche as a middle market, average quality assisted living
project in the area, and conversely, considering the difficult and crowded local
market, the subject's full assisted living licensing, the subject's more limited
unit mix in an older
   251
generation physical plant in an overall affluent market area (albeit with the
currently weak local real estate market), we have concluded that 12.0% or toward
the middle portion of the approximate range is an appropriate capitalization
rate for the subject property.

SUMMARY

Our estimate of value by the Income Approach is summarized on the following page
and produces an indicated value for the subject property as is, at May 4, 1995
of $2,361,992, rounded to $2,350,000 ($34,559/unit).
   252
                           RETIREMENT INN - FULLERTON
                    PRO FORMA INCOME/EXPENSE & CAPITALIZATION



                                                                                         Projected
                                                                                        Stabilized
                                                                                        (7/95-6/96)
                                                                                        -----------

                                                                                 
             Average Occupancy (All Beds)                                                  93.0% (78.1 Beds)
             Average Net Rental (All Beds)                                                $1,115

             Potential Gross Rent Income -

               Studio Private - 52 Beds at $1,339/Mo. Avg.                               $  835,686
               Semiprivate - 10 Beds at $881/Mo. Avg.                                       105,754
               SSI - 22 Beds at $688/Mo. Avg.                                            $  181,632
                                                                                        ----------

             Potential Gross Rent Income                                                $1,123,072

             Plus:  Assisted Living Surcharges (35 Beds at $400/mo.)                     $  168,000
             Plus:  Miscellaneous Income (1% of PGRI)                                   $   11,231
                                                                                        ----------

             Potential Gross Income                                                     $1,302,303

             Less:  Stabilized Vacancy & Collection Losses - 7%                        ($   91,161)
                                                                                       -----------

             Effective Gross Income                                                     $1,211,142

             Expenses -                                    % of EGI
                                                           --------
               Real Estate Taxes                                -                       $   29,735
               Insurance                                      1.0%                          12,111
               Management                                     5.0%                          60,557
               G&A                                           12.0%                         145,337
               Utilities                                      6.5%                          78,724
               Maintenance                                    5.0%                          60,557
               Activity & Trans.                              3.0%                          36,334
               Marketing                                      2.0%                          24,223
               Housekeeping                                   6.0%                          72,669
               Dietary                                    $10.00/PRD                       285,065
               Personal Care                                  8.0%                          96,891
               Replacement Reserves                             -                       $   25,500
                                                                                        ----------
             Total Expenses                                                             $  927,703
                                                                                           (76.6%)

             Stabilized Net Operating Income                                            $  283,439
             Capitalization Rate                                                               .12
                                                                                        ----------

             Capitalized Value                                                          $2,361,992
                                                                                        ==========

                                                               Called                   $2,350,000

                                                               Per Unit                 $   34,559

   253
                            SALES COMPARISON APPROACH

The Sales Comparison Approach is a method of comparing the subject property to
recent sales and/or listings of similar types of properties located in the
subject or competing areas. Each of these sales must be analyzed to establish
estimate elements of comparability. The reliability of this technique depends on
1) the degree of comparability between the subject and the sales properties; 2)
the length of time since the sales were consummated; 3) the accuracy of the
sales data; and, 4) the absence of unusual conditions affecting the sale.

On the following page, we have included 25 sales of congregate senior housing
properties which can be considered somewhat similar to the subject. The purpose
of including this listing is to provide the reader with some context of western
US senior housing sales beyond those specifically discussed below. This
additional information can be helpful because of the special purpose nature and
general illiquidity of the senior housing market. Some of the sales in the last
18 months represent REO's. Some of the project buyers present in today's market
are still "bottom fishing" where distressed properties can be purchased at
substantial discounts from replacement cost. However, these buyers have a
shrinking supply of properties available to choose from. This suggests a trend
of lower capitalization rates (higher sale prices). Those more recent
transactions considered most comparable to the subject are summarized on the
following page and discussed in greater detail in the Addenda of this report.
The sale prices noted below are discussed and reported on a sale price per unit
(total going concern) basis.

Comparable Sale No. 1 is the February, 1995 sale of Valley Crest, a small
assisted living property located in Apple Valley, a less affluent desert city.
The high quality property was built in 1985 and sold for $2,200,000 or $59,459
per unit. The property was fully occupied at the date of sale and sold for an
indicated capitalization rate of 11.3%. The property includes about 20% SSI
residents and was purchased by a national owner/operator of senior properties
(Brim Housing), who is actively seeking to expand their portfolio of properties.

Comparable Sale No. 2 is the February, 1995 sale of Canyon Hills Club for
$13,450,000 or $63,443 per unit. The buyer, Brim Housing (same as Sale No. 1),
was the former operator of the project suggesting a slightly higher sales price
(due to greater familiarity with the property). The 212 unit project was built
in 1989 and has a relatively high quality physical plant with 45 of the total
units licensed for assisted living. The overall quality of this project is above
the subject. The project was 93% occupied at the date of sale with an indicated
cap rate of 10.3%.

Comparable Sale No. 3 and 4 are both sales to the national skilled
nursing/assisted living Manor Care who converted the two projects to Springhouse
Assisted Living projects, Manor Care's national chain of assisted living
projects. The purchase of these two similar projects was completed in January,
1995. Brea Residential was built in 1990 and has 98 units. The project sold for
$4,800,000 or $48,980 per unit. Whittier Retirement Villa is a slightly older
project, built in 1973 and which has 72 units. The project sold for $2,875,474
or $39,937. The indicated cap rates of the two fully occupied properties was
11.1% and 11.8%, respectively. Both of these projects are somewhat comparable to
the subject.
   254
                 WESTERN US ACLF/AL SENIOR HOUSING SALES SUMMARY
                                 LAST 24 MONTHS



                                                                 Gross     Expense           Sale
                                                                  Inc.      Ratio            Price
No.       Facility Name           Location         Age   Units  $/Unit/Mo    (%)     Date    (000)    $/Unit     OAR    $/SF    GIM
- ---   ----------------------  ------------------  -----  -----  ---------  -------   ----   -------   -------  ------  -------  ---
                                                                                            

  1.  The Highlander          Seattle, WA          1979    121   $1,066     55.0%     6/93   $ 5,200  $41,322   13.4%  $ 52.73  3.36

  2.  Almond Avenue           Orangevale, CA       1987     39   $1,598     65.2%     7/93   $ 2,100  $53,864   12.4%  $ 57.00  2.81

  3.  Summerfield             Tigard, OR           1980    155   $1,100     60.0%     8/93   $ 6,550  $42,532   13.2%  $ 80.84  3.20

  4.  Renton Villa            Renton, WA           1983     78   $1,366     66.7%     8/93   $ 3,000  $38,462   14.2%  $ 46.51  2.35

  5.  Sherwood Villa          Tacoma, WA           1981     98   $1,328     69.0%     8/93   $ 2,800  $28,571   17.3%  $ 45.67  1.79

  6.  Celeste Villa           Modesto, CA          1975     81   $1,080     72.5%    10/93   $ 1,900  $23,457   13.7%  $ 32.75  1.81

  7.  Springs of Napa         Napa, CA             1986    102   $1,332     55.0%    11/93   $ 6,300  $61,765   11.7%  $ 69.23  3.86

  8.  Summerhill              Puyallup, WA         1987     96   $1,241     59.4%     2/94   $ 5,500  $57,292   10.5%  $ 62.74  4.40

  9.  Chula Vista Inn         Chula Vista, CA      1975    112   $1,034     75.0%     6/94   $ 2,675  $23,884   13.0%  $ 41.10  1.92

 10.  Villa San Marcos        San Marcos, CA       1986    100   $1,191     65.0%     6/94   $ 3,951  $39,510   12.7%  $ 73.17  2.76

 11.  Camlu                   Phoenix, AZ          1979     88   $1,153     65.0%     6/94   $ 3,800  $43,182   11.2%  $ 83.66  3.12

 12.  Gold Star Manor         Fullerton, CA        1985     80   $1,146     70.0%     6/94   $ 2,880  $36,000   11.5%  $128.34  2.62

 13.  Hacienda de Monterey    Palm Desert, CA      1989    180   $1,813     65.8%     7/94   $ 7,250  $40,278   18.5%  $ 41.36  1.85

 14.  Park Ridge              Vallejo, CA          1991     93   $1,632     60.0%     7/94   $ 5,785  $62,204   11.3%  $ 68.10  3.54

 15.  Carson Oaks             Stockton, CA         1989     76   $1,462     60.0%     7/94   $ 4,200  $55,263   12.4%  $ 66.95  3.23

 16.  Villa Ocotillo          Scottsdale, AZ       1973    102   $1,242     60.0%     9/94   $ 3,500  $34,314   14.9%  $ 43.34  2.30

 17.  Lomita Lodge            Ojai, CA             1970     26   $1,999     75.0%    12/94   $ 1,350  $51,923   12.2%  $135.00  2.06

 18.  Brea Residential        Brea, CA             1990     98   $1,377     67.0%     1/95   $ 4,800  $48,980   11.1%  $ 84.24  2.96

 19.  Whittier Retirement     Whittier, CA         1973     72   $1,187     67.0%     1/95   $ 2,875  $39,937   11.8%  $ 75.16  2.80

 20.  Canyon Hills Club       Anaheim, CA          1989    212   $1,661     67.1%     2/95   $13,450  $63,443   10.3%  $ 65.92  3.18

 21.  Casa Sandoval           Hayward, CA          1989    238   $1,346     65.0%     2/95   $15,000  $63,025    9.0%  $ 69.23  3.90

 22.  Valley Crest            Apple Valley, CA     1985     37   $1,600     65.0%     2/95   $ 2,200  $59,459   11.3%  $118.71  3.10

 23.  Amaryllis Court         Anaheim, CA          1969     33   $1,391     75.0%     3/95   $ 1,150  $34,848   11.0%  $ 71.72  2.09

 24.  Fulton Villa            Stockton, CA         1973     76   $  763     72.1%     3/95   $ 1,450  $19,079   11.5%  $ 25.29  2.08

 25.  Oak Tree Villa          Scotts Valley, CA    1988    202   $1,399     56.8%     6/95   $11,900  $58,911   12.3%  $ 69.18  3.51


      Low                                          1969     26   $  763     55.0%            $ 1,150  $19,079    9.0%  $ 32.75  1.79

      High                                         1991    238   $1,999     75.0%            $15,000  $63,443   18.5%  $135.00  4.40

      Low  (minus 2 lowest)                        1973     37   $1,066     56.8%            $ 1,450  $23,884   10.5%  $ 41.36  1.85

      High (minus 2 highest)                       1989    202   $1,661     72.5%            $11,900  $62,204   14.9%  $118.71  3.86

      Average:                                     1982    104   $1,340     65.3%            $ 4,863  $44,860   12.5%  $ 68.72  2.82


   255
                           RETIREMENT INN - FULLERTON
                            COMPARABLE IMPROVED SALES


 
                                                                                                       Indicated
                                   Age/No.    Sale                   Price/      Sale     Occupancy     Overall
No.   Name/Location               of Units    Date    Sale Price     Unit      Price/SF    at Sale       Rate
- ---   -------------               --------    ----    ----------     ------    --------   ---------    ---------
                                                                                
1.    Valley Crest                 1985/      2/95    $ 2,200,000   $59,459    $118.71      100%        11.3%
      18521 Corwin                  37
      Apple Valley, CA

2.    Canyon Hills Club            1989/      2/95    $13,450,000   $63,443    $ 65.92       93%        10.3%
      525 S. Anaheim Hills Road    212
      Anaheim, CA

3.    Brea Residential             1990/      1/95    $ 4,800,000   $48,980    $ 84.24       94%        11.1%
      285 W. Central                98
      Brea, CA

4.    Whittier Retirement Villa    1973/      1/95    $ 2,875,454   $39,937    $ 75.16       94%        11.8%
      8101 S. Painter               72
      Whittier, CA

5.    Lomita Lodge                 1970's/   12/94    $ 1,350,000   $51,923    $135.00       81%        12.2%(1)
      225 N. Lomita                 26
      Ojai, CA

6.    Villa San Marcos             1986/      6/94    $ 3,951,000   $39,510    $ 73.17       80%        12.7%(1)
      1550 Security Place          100
      San Marcos, CA


      (1)  Estimated at 92% occupancy
   256
Comparable Sale No. 5 is the December, 1994 sale of Lomita Lodge, a small
assisted living project located in Ojai. The 26 unit project sold for $1,350,000
or $51,923 per unit. The property was originally built in the 1940's and
expanded in the 1970's. The project has high rents but was only 81% occupied at
the date of sale. The indicated cap rate at a stabilized occupancy is 12.2%.

Comparable Sale No. 6 is the Villa San Marcos project in San Marcos (San Diego
County) which sold in June, 1994 for $3,951,000 or $39,510 per unit. The 100
unit project was built in 1986 and was 80% occupied at the date of sale. The
indicated capitalization rate of the sale at an assumed stabilized occupancy is
approximately 12.7%. The project has had difficulty achieving full occupancy
because of a competing project (Courtyard of San Marcos) located next door. The
overall quality of the project is average.

The comparables described above indicate unit values of between $39,510 per unit
to $63,443 per unit before adjustments. Overall, in reviewing these sales for
comparability to the subject, we observed significant differences. Most notably,
differences in location, physical plant, occupancy, and unit mix make direct and
precise comparison to the subject property difficult. Therefore, in our opinion,
the overall degree of comparability of these sales to the subject is only fair.
Nevertheless, after the adjustments described below, these comparables should
provide approximate parameters for an indicated value of the subject property.

The first adjustment to the comparable sales (the yet to stabilized Sale Nos. 5
and 6) reflects the difference in the stabilized occupancy of the comparables at
their date of sale to the projected 93% stabilized occupancy of the subject. The
amount of the adjustment is interpolated assuming an approximate 20% to 25%
difference in value between an empty project and one that is stabilized.

On a following page, we have also adjusted each of the comparable sales for the
difference in the ratio of net income per the total number of units. These
adjustments should provide an approximate value range from the subject. We have
adjusted each comparable by the ratio of the estimated stabilized net income per
unit of the subject ($4,168) to the net income per unit of the comparables. This
ratio should theoretically reflect differences in stabilized occupancy, location
and quality (through rents), unit mix and operating efficiencies (through
expenses).

As illustrated, after adjustment, these sales indicate a value range for the
subject of $34,433 per unit to $40,604 per unit. This range provides approximate
parameters for a value indication for the subject. In our opinion, given the
above adjustments, the indicated value of the subject as is in July, 1995 is
between $34,433 to $40,604 per unit, calculating to a total indicated fee simple
value using a Sales Comparison Approach of $2,341,444 ($34,433/unit x 68 units)
to $2,761,072 ($40,604/unit x 68 units), rounded to $2,350,000 to $2,750,000.

As described in the Reconciliation and Conclusion section of this appraisal, due
to significant differences in location, occupancy, quality and amenities
package, our final value conclusion does not place great weight on this value
estimate reflecting the general lack of comparability, large adjustments and
wide range of indicated values.
   257
                           RETIREMENT INN - FULLERTON
                      COMPARABLE IMPROVED SALES ADJUSTMENTS



                                       No. 1         No. 2         No. 3         No. 4         No. 5         No. 6
                                       -----         -----         -----         -----         -----         -----

                                                                                             
Sale Price Per Unit                   $59,459       $63,443       $48,980       $39,937       $51,923       $39,510
  Before Adjustment

Occupancy Adjustment                     -             -             -             -               +5%           +5%

Net Income Per Unit                       -38%          -36%          -23%          -12%          -34%          -17%
  Adjustment (Subject (1)            ($ 4,168/     ($ 4,168/     ($ 4,168/     ($ 4,168/     ($ 4,168/     ($ 4,168/
  NOI/Unit/Comp/NOI/Unit              $ 6,719)      $ 6,535)      $ 5,437)      $ 4,713)      $ 6,335)      $ 5,003)
                                      --------      --------      --------      --------      --------      --------

Sale Price Per Unit

  After Adjustment                    $36,865       $40,604       $37,715       $35,145       $35,983       $34,433
                                      =======       =======       =======       =======       =======       =======




                                                                                
                                              Range:   $    34,433        -   $    40,604
                                                       x        68 Units      x        68 Units
                                                       -----------            -----------

                              Indicated Value Range:  $2,341,444          -   $2,761,072
                                                      ==========              ==========

                                             Called:  $2,350,000       to   $2,750,000


(1)  Subject NOI/Unit - $283,439/68 Units
   258
                          RECONCILIATION AND CONCLUSION



                                                                     Market Value
                                                                    As Is - 8/1/95
                                                                    --------------
                                                                        
            Indicated Value, Cost Approach                            $2,825,000
            Indicated Value, Income Approach                          $2,350,000
            Indicated Value, Sales Comparison Approach                $2,350,000-
                                                                      $2,750,000



The development of a final estimate of value involves judgment in a careful and
logical analysis of the procedures leading to each indication of value. The
judgment criteria are appropriateness, accuracy and quantity of evidence.

The Sales Comparison Approach is most applicable when closely comparable
properties are bought and sold in the market on a regular basis. We relied on
the sales of somewhat comparable facilities to estimate value using this
approach. However, due to overall property type illiquidity, differences in
occupancy, location and components of income, direct comparison to the subject
property is difficult as suggested by the wide range of indicated values.
Considering these factors, the Sales Comparison Approach is considered to
produce a less reliable indication of value.

The Cost Approach is most applicable when the improvements are new or nearly new
and where a few number of subjective adjustments must be made to reflect
depreciation, if any. In estimating construction cost new, we relied on well
documented general cost information provided by the Marshall Valuation Service
which was generally supported by actual costs incurred at similar projects. Our
estimate of land value is somewhat supported by the sale of similarly zoned
vacant land parcels in the region. Adjustments for physical incurable
depreciation are approximations but were estimated using reasonable analyses.
Considering these factors and our Highest and Best Use conclusions, the Cost
Approach is considered to produce a less accurate indication of value. This
approach is also rarely relied on by investors in this type of property.

The Income Approach is typically considered the strongest value indicator for
properties purchased primarily for their income producing potential. This
approach most accurately reflects the impact of stabilized occupancy rates for
properties such as the subject. Comparable market rental rates and an analysis
of the current census were available for the subject units to arrive at an
estimate of fair market rent and gross income. Expense data was substantiated by
historical data and comparable projects. Finally, our estimate of the
capitalization rate is appropriate reflecting the local competitive market and
the subject's overall average cash flow risk and market position. Overall, the
Income Approach is considered a strong and only truly reliable indicator of
value for the subject property.

After considering the factors leading to each indication of value, the Income
Approach is considered to be the most appropriate for the purpose of this
appraisal. The Sales Comparison Approach is given little to no weight due to the
illiquidity of the market, shifting market trends
   259
and the wide range of indicated values. The Cost Approach is also given little
to no emphasis, based on the deductions for depreciation and our highest and
best use discussion. The final market value estimate of the fee simple total
going concern interest of the subject property as is, on August 1, 1995, is:

          TWO MILLION THREE HUNDRED FIFTY THOUSAND ($2,350,000) DOLLARS
   260
              ALLOCATION OF FINAL VALUE DETERMINATION TO COMPONENTS

We have allocated our total going concern value determination to various
components including real estate, business and personal property value. To
allocate the going concern value estimate, we have utilized both the Cost and
Income Approaches to estimate a reliable and reasonable allocation to each
component. A summary of our allocation is illustrated below:

              Allocation of Final Going Concern Value Determination



                                                             As Is -
                                                             8/1/95
                                                             ------
                                                               
                  Total Going Concern Value                $2,350,000

                  Personal Property (1)                       100,000
                  Business Value (2)                          325,000
                                                           ----------

                  Real Estate Value                        $1,925,000
                                                           ==========



     (1)  FF&E estimated from Cost Approach estimates less accrued depreciation.

     (2)  Business value estimated from the calculated difference in value of
          the subject as is (full occupancy) compared to its value as if it were
          vacant as shown below.

The personal property value is taken from the Cost Approach estimates set forth
in Cost Approach section of this report. This estimate reflected a replacement
cost new of $3,000 per unit (total of $204,000 FF&E cost new for 68 units) which
must be adjusted to its current depreciated value. Given the estimated five year
old average age of the subject's personal property items and ongoing
replacement, we have estimated a 50% allocation for depreciation at 8/1/95 or an
as is value of $204,000 x 50% = $102,000, rounded to $100,000.

The business component of the subject value reflects the fact that the subject
is a business requiring specialized management services such as meals,
housekeeping and social activities represent complications in the operation of a
senior housing facility and require specific managerial expertise. An
appropriate method to estimate the business value component is to compare the
value of the subject as is ($2,350,000) as a fully operating stabilized property
to its estimated value as if it were empty, as estimated below ($2,025,000). The
estimated business value would be the difference in these values or $325,000.
   261
               Approximate Valuation of Subject As If Empty at 7/95



                                              Period 1             Period 2             Period 3
                                            (7/95-12/95)         (1/96-12/96)         (1/97-12/97)
                                            ------------         ------------         ------------
                                             (6 months)

                                                                              
           Average Occupancy                      32.1%                 68.6%                93.0%

           Potential Gross Income             $651,152            $1,315,327           $1,341,634

           Effective Gross Income             $209,020            $  902,314           $1,247,720

           Total Expenses                     $270,292            $  781,145           $  955,754
                                              --------            ----------           ----------

           Net Income                        ($ 61,272)           $  121,169           $  291,966
                                              ========            ==========           ==========

           Discounted Value                  ($ 57,136)           $   98,256           $1,972,960
                                              ========            ==========           ==========

                                                                       Total           $2,014,080
                                                                                       ==========
                                                                 
                                                                      Called           $2,025,000
                                                                                       ==========


Assumptions: 20% preleasing; 3.4 beds/month absorption; 4% annual rent
increases; stabilized expense estimated at 76.6% of stabilized effective gross
income; expenses decreasing from the stabilized period three at 4%/year for
inflation and also for lower occupancy by 15% in period two, 40% in period one;
12.0% terminal cap rate; 15.0% discount rate.

The real estate component is the remainder or residual of the final value
determination after a subtraction for the personal property and business value
components, or as illustrated for the subject: $1,925,000 at May 4, 1995, as is,
or 81.9% of the total going concern value. In our opinion, though these
allocations are estimates, they can be considered reliable and reasonable given
the analysis set forth above.
   262
                                MARKETING PERIOD

The subject's estimated marketing time is 6 months. This conclusion is based on
discussions with those brokers specializing in the sale of senior housing
projects, our knowledge of specific sale transactions (which have had widely
variable marketing times) and considering current market conditions and the
characteristics of the subject. Marketing times at several similar projects
indicate the following:

             Casa Sandoval           Hayward                   6 months
             Fulton Villa            Stockton                  4 months
             Pacific Springs         Escondido/El Cajon        5 months
             Park Ridge              Vallejo                   5 months


In our opinion, the subject would probably experience an average marketing time
(regarded as about 6 months). The majority of buyers of senior housing projects
are still seeking (and have fewer and fewer available opportunities) distressed
properties where large increases in cash flow value are possible. The subject is
not a distressed property given the current 90%+/- stabilized occupancy and as
such would have a lesser appeal to some market buyers (subject has limited
upside potential although its assisted living utilization could be increased and
its SSI census decreased). Nevertheless, the subject would be viewed as a solid
cash flow project with a good physical plant (albeit with a limited unit mix) in
a good overall, affluent location. The subject's most likely buyer would be a
larger facility owner/operator of other comparable congregate senior housing
properties in California (i.e. Holiday Retirement, Manor Care, Leisure Care,
Capital Senior Living, Brim, Health Care Group, etc.).
   263
                                  CERTIFICATION

 1.  We have no present or contemplated future interest in the real estate that
     is the subject of this appraisal report.

 2.  We have no personal interest or bias with respect to the subject matter of
     this appraisal report or the parties involved.

 3.  To the best of our knowledge and belief, the statements of fact contained
     in this appraisal report, upon which the analyses, opinions and conclusions
     expressed herein are based, are true and correct.

 4.  This appraisal report sets forth all of the limiting conditions (imposed by
     the terms of my assignment or by the undersigned) affecting the analyses,
     opinions and conclusions contained in this report.

 5.  This appraisal report has been made in conformity with and is subject to
     the requirements of the Code of Professional Ethics and Standards of
     Professional Conduct of the Appraisal Institute and is prepared in
     accordance with the requirements of the Office of the Comptroller of the
     Currency and the Uniform Standards of Professional Appraisal Practice.

 6.  Our compensation is not contingent on an action or event resulting from the
     analysis, opinions, conclusions reached or the use of this report.

 7.  The value estimates set forth in this report are not predetermined or based
     on any requested minimum valuation, a specific valuation or the approval of
     a loan.

 8.  The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

 9.  Mary Catherine Wiederhold, Appraisal Associate provided significant
     professional assistance to the person signing this report.

10.  As of the date of this report, Michael G. Boehm, MAI has completed the
     requirements of the continuing education program of the Appraisal
     Institute.

11.  A personal inspection of the property was made by Michael G. Boehm, MAI on
     May 4, 1995 and August 1, 1995.
   264
12.  The concluded total going concern market value estimate of the fee simple
     interest of Retirement Inn - Fullerton, is as follows:

     MARKET VALUE "AS IS" (AUGUST 1, 1995):

          TWO MILLION THREE HUNDRED FIFTY THOUSAND ($2,350,000) DOLLARS


SENIOR LIVING VALUATION SERVICES, INC.




- -------------------------------
Michael G. Boehm, MAI
   265




                                  A D D E N D A





   266
                    COMPARABLE RENTAL FACILITIES PHOTOGRAPHS









                              No. 1 - Acacia Villa
                                      1620 E. Chapman
                                      Fullerton









                              No. 2 -  Fullerton Guest Home
                                       1510 E. Commonwealth
                                       Fullerton
   267
                    COMPARABLE RENTAL FACILITIES PHOTOGRAPHS









                             No. 3 - Rosewood Court
                                     411 E. Commonwealth
                                     Fullerton









                             No. 4 - Bradford Square
                                     1180 N. Bradford Avenue
                                     Placentia
   268
                    COMPARABLE RENTAL FACILITIES PHOTOGRAPHS









                             No. 5 - Villa De Palma
                                     351 E. Palm Drive
                                     Placentia









                             No. 6 - Park Vista at Morningside
                                     2527 Brea Boulevard
                                     Fullerton
   269
                    COMPARABLE RENTAL FACILITIES PHOTOGRAPHS









                            No. 7 - Sunnycrest Chalet
                                    1925 Sunny Crest Drive
                                    Fullerton








                            No. 8 - La Veranda
                                    312 N. Roosevelt Avenue
                                    Fullerton
   270
                    COMPARABLE RENTAL FACILITIES PHOTOGRAPHS









                             No. 9 - Anaheim Gardens
                                     625 W. La Palma
                                     Anaheim









                             No. 10 - Emerald Court
                                      1731 W. Medical Court Center
                                      Anaheim
   271
                    COMPARABLE RENTAL FACILITIES PHOTOGRAPHS









                              No. 11 - Walnut Manor
                                       891 S. Walnut Street
                                       Anaheim








                              No. 12 - Amaryllis Court
                                       1652 W. Broadway
                                       Anaheim
   272
                    COMPARABLE RENTAL FACILITIES PHOTOGRAPHS









                            No. 13 - Fullerton Manor
                                     2441 W. Orangethorpe
                                     Fullerton









                             No. 14 - La Habra Villa
                                      1100 E. Whitier Boulevard
                                      La Habra
   273
                    COMPARABLE RENTAL FACILITIES PHOTOGRAPHS









                          No. 15 - Meadows of La Habra
                                   200 W. Whittier
                                   La Habra









                          No. 16 - Park Regency
                                   1750 W. La Habra Boulevard
                                   La Habra
   274
                    COMPARABLE RENTAL FACILITIES PHOTOGRAPHS









                             No. 17 - Nohl Ranch Inn
                                      380 S. Anaheim Hills Road
                                      Anaheim Hills








                             No. 18 - Canyon Hills Club
                                      525 S. Anaheim Hills Road
                                      Anaheim Hills
   275
                        VACANT LAND SALE COMPARABLE NO. 1









                                    
         Location:                     600 Block of St. College,  South of 
                                       Chapman Avenue Fullerton, CA

         Assessor's Parcel No.:        Could Not Determine (Orange County)

         Sale Date:                    Listing

         Document No.:                 N/A

         Sale Price:                   $700,000
           Per Sq. Ft.:                $16.07
           Per Unit:                   N/A

         Size:                         43,560 Square Feet (1.00 Acres)

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         Unknown

         Zoning:                       O-P

         Grantor:                      Northern California family trust (broker
                                       would not identify)

         Grantee:                      N/A

         Terms:                        N/A

         Comments:                     Property is also available for lease at
                                       $6,000 per month, broker stated the
                                       property has been on the market since
                                       March, 1995; along major thoroughfare in
                                       mixed use commercial/residential
                                       neighborhood.

   276
                        VACANT LAND SALE COMPARABLE NO. 2










                                    
         Location:                     100 North State College
                                       Fullerton, CA

         Assessor's Parcel No.:        319-011-057 (Orange County)

         Sale Date:                    9/30/94

         Document No.:                 591055

         Sale Price:                   $2,245,000
           Per Sq. Ft.:                $14.49
           Per Unit:                   N/A

         Size:                         154,986 Square Feet (3.64 Acres)

         Topography:                   Level

         Shape:                        Irregular

         Proposed Use:                 Probable Residential 
                                       (Apartments/Townhomes)

         Zoning:                       R-2

         Grantor:                      Brea Building Site Joint Venture

         Grantee:                      Brea Place Associates

         Terms:                        All Cash to Seller

         Comments:                     In mixed use commercial office 
                                       neighborhood along a major thoroughfare.

   277
                        VACANT LAND SALE COMPARABLE NO. 3






                               PHOTO NOT AVAILABLE


         

                                    

         Location:                     8721 Whitaker Street
                                       Fullerton, CA

         Assessor's Parcel No.:        070-241-024, 25, 26, 30 (Orange County)

         Sale Date:                    7/14/94

         Document No.:                 452125

         Sale Price:                   $2,300,000
           Per Sq. Ft.:                $12.28
           Per Unit:                   $19,827

         Size:                         187,308 Square Feet (4.30 Acres)

         Topography:                   Flat

         Shape:                        Irregular

         Proposed Use/Density:         116 Units Allowed; 26.9 Units/Acre

         Zoning:                       R-3

         Grantor:                      Jean Lamphere (Trustee)

         Grantee:                      Fullerton Housing Investor

         Terms:                        1st TD $1,600,000; 2nd TD $450,000; terms
                                       unavailable.

         Comments:                     In average quality residential area.
         
   278
                        VACANT LAND SALE COMPARABLE NO. 4





        

                                    

         Location:                     137 W. Lincoln Avenue
                                       Orange, CA

         Assessor's Parcel No.:        360-031-20 (Orange County)

         Sale Date:                    7/21/93

         Document No.:                 484756

         Sale Price:                   $370,000
           Per Sq. Ft.:                $13.70
           Per Unit:                   $24,666

         Size:                         27,007 Square Feet (0.62 Acres)

         Topography:                   Level

         Shape:                        Irregular

         Proposed Use/Density:         15 unit apartment building; 24.1 
                                       units/acre

         Zoning:                       R-3

         Grantor:                      Arthur & Ruth Paulus (Trustee)

         Grantee:                      M/M Joe & Lisa Valenti

         Terms:                        Cash to seller; 1st TD Bank of Yorba 
                                       Linda $844,000 (const.).

         Comments:                     In average quality residential area.

         
   279
                         IMPROVED SALE COMPARABLE NO. 1


                                   
  Name:                               Valley Crest Senior Living Center

  Location:                           18521 Corwin Road, Apple Valley, CA

  Assessor's Parcel No.:              0473-091-10 (San Bernardino County)

  Sale Date:                          2/10/95 (Doc. No. 95-42732)

  Sale Price:                         $2,200,000

  No. of Units:                       37 Units/72 Beds (Licensed AL)

  Age:                                1985

  Size (GBA):                         18,532 Square Feet

  Average Unit Size:                  257 Square Feet

  Sale Price/Unit:                    $59,459

  Sale Price/SF:                      $118.71

  Occupancy Rate:                     100%

  Gross Operating Income:             $710,700

  Expenses:                           $461,955

  Net Operating Income:               $248,745

  % Expenses:                         65%

  G.I.M.:                             3.10

  O.A.R.:                             11.3%

  N.O.I./Unit:                        $6,984

  Grantor:                            Valley Crest Residential

  Grantee:                            Brim Homestead Inc.

  Terms:                              All Cash to Seller

  Comments:                           Higher quality property in less affluent
                                      market area; property includes approximate
                                      50/50 split of private and semiprivate
                                      beds and about 20% SSI.

  Confirmation:                       Bruce Schoen (503) 256-2070

   280
                         IMPROVED SALE COMPARABLE NO. 2


                                   
  Name:                               Canyon Hills Club

  Location:                           525 S. Anaheim Hills Road, Anaheim, CA

  Assessor's Parcel No.:              363-473-01 (Orange County)

  Sale Date:                          2/1/95 (Document No. 42951)

  Sale Price:                         $13,450,000

  No. of Units:                       212 (includes 45 licensed
                                      assisted living units)

  Age:                                1989

  % Private Pay:                      100%

  Size (GBA):                         204,028 Square Feet (GBA)

  Average Unit Size (GBA/Unit):       962 Square Feet

  Sale Price/Unit:                    $63,443

  Sale Price/SF:                      $65.92

  Occupancy Rate:                     93%

  Gross Operating Income:             $4,225,535

  Expenses:                           $2,894,747

  Net Operating Income:               $1,390,788

  % Expenses:                         67.1%

  G.I.M.:                             3.18

  O.A.R.:                             10.3%

  N.O.I./Unit:                        $6,560

  Grantor:                            Obayashi Corporation

  Grantee:                            Brim Housing Inc.

  Terms:                              All Cash to Seller

  Comments:                           Buyer was former operator of subject;
                                      property took five years to achieve
                                      effective full occupancy.

  Confirmation:                       Bruce Schoen  (503) 256-2070

   281
                         IMPROVED SALE COMPARABLE NO. 3


                                   
  Name:                               Brea Residential (now known as Springhouse
                                      Assisted Living)

  Location:                           285 W. Central, Brea, CA

  Assessor's Parcel No.:              304-042-9 & 12 (Orange County)

  Sale Date:                          1/3/95

  Sale Price:                         $4,800,000

  No. of Units:                       98 Units

  Age:                                1990

  % Private Pay:                      80% (Estimated)

  Size (GBA):                         56,981 Square Feet

  Average Unit Size (GBA/Unit):       581 Square Feet

  Sale Price/Unit:                    $48,980

  Sale Price/SF:                      $84.24

  Occupancy Rate:                     94%

  Gross Operating Income:             $1,618,917

  Expenses:                           $1,084,674

  Net Operating Income:               $534,243

  % Expenses:                         67.0%

  G.I.M.:                             2.96

  O.A.R.:                             11.1%

  N.O.I./Unit:                        $5,451

  Grantor:                            Everhealth Foundation

  Grantee:                            Manor Care

  Terms:                              All Cash to Seller

  Comments:                           Average to above average quality project
                                      in northern Orange County area; located in
                                      heavily competitive market area.

  Confirmation:                       Steve Roth  (301) 681-9400

   282
                         IMPROVED SALE COMPARABLE NO. 4


                                   
  Name:                               Whittier Retirement Villa (now known as
                                      Springhouse Assisted Living)

  Location:                           8101 S. Painter, Whittier, CA

  Assessor's Parcel No.:              8142-032-029  (Los Angeles County)

  Sale Date:                          1/3/95

  Sale Price:                         $2,875,454

  No. of Units:                       72 ACLF Units (145 Maximum ALF Beds)

  Age:                                1973

  % Private Pay:                      80%

  Size (GBA):                         38,257 Square Feet

  Average Unit Size (GBA/Unit):       531 Square Feet

  Sale Price/Unit:                    $39,937

  Sale Price/SF:                      $75.16

  Occupancy Rate:                     94%

  Gross Operating Income:             $1,025,352

  Expenses:                           $686,986

  Net Operating Income:               $338,366

  % Expenses:                         67.0%

  G.I.M.:                             2.80

  O.A.R.:                             11.8%

  N.O.I./Unit:                        $4,699

  Grantor:                            Everhealth Foundation

  Grantee:                            Manor Care

  Terms:                              All Cash to Seller

  Comments:                           Average quality project in southern Los
                                      Angeles County area; competitive project
                                      located across the street (Posada
                                      Whittier); on significant thoroughfare.

  Confirmation:                       Steve Roth  (301) 681-9400

   283
                         IMPROVED SALE COMPARABLE NO. 5


                                   
  Name:                               Lomita Lodge

  Location:                           225 N. Lomita Avenue, Ojai, CA

  Assessor's Parcel No.:              017-083-200 (Ventura County)

  Sale Date:                          12/30/94 (Doc. No. 206073)

  Sale Price:                         $1,350,000

  No. of Units:                       26 Units/36 Beds (Licensed AL)

  Age:                                1940's/1970's

  Size (GBA):                         10,000 Square Feet

  Average Unit Size (GBA/Unit):       385 Square Feet

  Sale Price/Unit:                    $51,923

  Sale Price/SF:                      $135.00

  Occupancy Rate:                     81%

  Gross Operating Income:             $656,640 (estimated at 95% occupancy)

  Expenses:                           $492,480

  Net Operating Income:               $164,160 (estimated at 95% occupancy)

  % Expenses:                         75.0%

  G.I.M.:                             2.06

  O.A.R.:                             12.2% (estimated at 95% occupancy)

  N.O.I./Unit:                        $6,314

  Grantor:                            Raymond & Judy Berard

  Grantee:                            Ojai Retirement Inn #1, Ltd.

  Terms:                              $270,000 Cash; $1,080,000 variable rate
                                      loan at 8.5%, 20 year amortization.

  Comments:                           Property underperformed at date of sale;
                                      currently 95% occupied; rents range from
                                      $1,500 to $2,350 per month per bed;
                                      property includes about 25% SSI.

  Confirmation:                       Gerry Meglin (805) 646-5533

   284
                         IMPROVED SALE COMPARABLE NO. 6


                                   
  Name:                               Villa San Marcos

  Location:                           1550 Security Place, San Marcos, CA

  Assessor's Parcel No.:              221-031-34 (San Diego County)

  Sale Date:                          6/1/94 (Doc. No. 94-354892)

  Sale Price:                         $3,951,000

  No. of Units:                       100 Units (160 Licensed Beds ACLF/AL)

  Age:                                1986

  Size (GBA):                         54,000 Square Feet

  Average Unit Size (GBA/Unit):       600 Square Feet

  Sale Price/Unit:                    $39,510

  Sale Price/SF:                      $73.17

  Occupancy Rate:                     80%

  Gross Operating Income:             $1,429,349 (at 92% Occupancy)

  Expenses:                           $929,077

  Net Operating Income:               $500,272

  % Expenses:                         65%

  G.I.M.:                             2.76

  O.A.R.:                             12.7%

  N.O.I./Unit:                        $5,003

  Grantor:                            John Bohannon, Inc.

  Grantee:                            American Healthier & Retirement c/o David
                                      Petrie

  Terms:                              All Cash to Seller

  Comments:                           Project has had difficulty achieving full
                                      occupancy; major senior housing project
                                      (The Courtyard) next door; average quality
                                      project in its market place, located
                                      adjacent to retail center.

  Confirmation:                       David Petrie (619) 744-4484

   285
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS









                              No. 1 - Valley Crest
                                      18521 Corwin
                                      Apple Valley









                              No. 2 - Canyon Hills Club
                                      525 S. Anaheim Hills Road
                                      Anaheim
   286
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS









                         No. 3 - Brea Residential Manor
                                 285 W. Central
                                 Brea









                         No. 4 - Whittier Retirement Villa
                                 8101 S. Painter
                                 Whittier
   287
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS









                              No. 5 - Lomita Lodge
                                      225 N. Lomita
                                      Ojai








                              No. 6 - Villa San Marcos
                                      1550 Security Place
                                      San Marcos
   288
                                APPRAISAL REPORT

                           RETIREMENT INN - DALY CITY
                                 501 KING DRIVE
                              DALY CITY, CALIFORNIA

                             AS IS ON JULY 13, 1995
                             SLVS FILE NO. 95-04-25



                                  PREPARED FOR

                 AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P.



                                   PREPARED BY

                              MICHAEL G. BOEHM, MAI
   289
July 27, 1995



American Retirement Villas Properties II, L.P.
c/o ARV Housing Group
245 Fischer Avenue, Suite D-1
Costa Mesa, California  92626

Attention:   Mr. Graham Espley-Jones

Re:      Retirement Inn - Daly City
         501 King Drive
         Daly City, California
         SLVS File No. 95-04-25

Gentlemen:

In accordance with your request, we have conducted the required investigation,
gathered the necessary data, and made certain analyses that have enabled us to
form an opinion of the market value of the above captioned property. This report
has been prepared to be in compliance with the requirements of the Uniform
Standards of Professional Appraisal Practice.

The value stated herein is based on our understanding of the site and
improvement descriptions as represented to us by the client and/or the client's
representatives and professional consultants as well as other available sources.
We direct your attention to the "Introduction," "Site Description," and
"Description of Improvements" sections of this appraisal report. It is your
responsibility to read the report and inform the appraiser of any errors or
omissions you are aware of prior to utilizing the report or making it available
to any third party.

Based on an inspection of the property and the investigation and analysis
undertaken, we have formed the opinion, subject to the assumptions and limiting
conditions set forth in this report, that as of July 13, 1995, the fee simple
total going concern interest of the subject, as is, has a market value of:

             THREE MILLION TWENTY FIVE THOUSAND ($3,025,000) DOLLARS
   290
Mr. Graham Espley-Jones
July 27, 1995
Page 2


This total going concern value estimate can be allocated to the following
components:



                                                        Market Value
                                                          As Is -
                                                          7/13/95
                                                        ------------
                                                             
    Real Estate Value                                    $2,380,000
    Furniture, Fixtures & Equipment                         120,000
    Business Value                                          525,000
                                                        -----------

    Total Going Concern Valuation                        $3,025,000
                                                         ==========


The narrative appraisal report that follows sets forth the identification of the
property and limiting conditions, pertinent facts about the area and the subject
property, comparable data, results of our investigation and analyses and the
reasoning leading to the conclusions set forth. Should you desire a quick
reference to the most important information, I direct your attention to the
"Introduction", "Executive Summary" and the "Reconciliation and Conclusion"
sections of this report.

Respectfully submitted,

SENIOR LIVING VALUATION SERVICES, INC.



Michael G. Boehm, MAI
President
   291
                               SUBJECT PHOTOGRAPHS

                            Subject from King Drive,
                                    View East

                            Main Entrance of Subject


   292
                                TABLE OF CONTENTS

                                                                
Title Page                                                          1

Letter of Transmittal                                               2

Subject Photographs                                                 4

Table of Contents                                                   5

Introduction                                                        7
  Property Identification                                           7
  Property Ownership and History                                    7
  Scope of the Assignment                                           7
  Purpose of the Appraisal                                          7
  Function of the Appraisal                                         8
  Property Inspection                                               8
  Date of Appraisal                                                 8
  Date of Value                                                     8
  Property Rights Appraised                                         8
  Definition of Market Value                                        8
  Assumptions and Standard Limiting Conditions                      9
  Special Conditions                                               10
  Experience of Appraisal Firm                                     11
  Representative Assisted Living Appraisal Experience              12

Executive Summary                                                  13

Regional and City Analysis                                         15
  Regional Location Map                                            16
  City Location Map                                                17
  Comparative Zip Code Demographic Data                            19
  Anecdotal Description of Daly City                               22

Neighborhood Description                                           25
  Neighborhood Map                                                 26
  Neighborhood Zoning Map                                          29
  Neighborhood Photographs                                         30

Site Description                                                   32
  Assessor's Parcel Map                                            33
  Topography/Earthquake Fault Map                                  34

Taxes and Assessments                                              36


   293

                                                                
Description of Improvements                                        37
  Floor Plans                                                      39
  Subject Photographs                                              40

Market Analysis                                                    46
  Subject Amenities                                                48
  Census of Market Area ACLF/AL Facilities                         51
  Comparable Facilities Map                                        53
  Market Area Saturation Analysis                                  55

Highest and Best Use                                               58

Site Valuation                                                     60
  Vacant Land Sales Map                                            62

Cost Approach Analysis                                             64
  Cost Approach Summary                                            67

Income Approach Analysis                                           68
  Pro Forma Cash Flow Analysis & Capitalization                    80

Sales Comparison Approach                                          81
  Improved Sales Map                                               84

Reconciliation and Conclusion                                      88

Allocation of Going Concern Value Determination To Components      90

Total Estimated Marketing Time                                     92

Certification                                                      93

Addenda                                                            95
  Comparable ACLF/AL Facility Photographs                          96
  Legal Description                                               101
  Vacant Land Sale Data                                           102
  6/21/95 Rent Roll                                               106
  (1993, 1994, 1/95 to 4/95) Historical/(1995) Budgeted 
    Operating Statements                                          110
  Senior Housing Investment Survey                                122
  Improved Sale Data/Photographs                                  124
  Qualifications of Michael G. Boehm, MAI                         133
  MGB State of California Appraisal License                       134


   294
                                  INTRODUCTION

PROPERTY IDENTIFICATION

The subject property consists of a 50,181 square foot (1.15 acres) site that is
improved with a 95 unit congregate senior housing project (including up to 120
licensed assisted living beds) project known as Retirement Inn - Daly City. The
subject has a designated street address of 501 King Drive, Daly City, San Mateo
County, California. A detailed legal description of the site is presented in the
Addenda of this report.

PROPERTY OWNERSHIP AND HISTORY

The fee simple title to the subject site, all improvements and furnishings
comprising Retirement Inn - Daly City is currently vested in American Retirement
Villas Properties II, L.P. (ARVP II). The subject was acquired as part of a
larger package of senior properties from Retirement Inns of America (Avon
Products, Inc.) in 1989. The subject has not been sold/purchased within the last
three years.

The subject retirement building was originally planned and developed in the mid
1970's. The existing subject improvements became available for occupancy in
1975. In approximately 1990, a small second floor addition was completed which
included the construction of several small administrative offices, adjacent to
the auditorium. The subject's recent history includes less than full occupancies
in the early 1990's and rising to a current occupancy of 92.6% (100/108 total
beds) despite a competitive market area and weak local real estate market and
economy.

SCOPE OF THE ASSIGNMENT

The scope of this assignment is to inspect the subject property, conduct an
investigation of market data, and prepare a full narrative appraisal report in
accordance with the requirements of the Office of the Comptroller of the
Currency and the Uniform Standards of Professional Appraisal Practice. All
information deemed pertinent to the completion of the appraisal was made
available.

The appraisal was performed so that the analysis, opinions and conclusions are
that of a disinterested third party, employing due diligence in the
investigation, analyses and conclusions. This appraisal report was developed and
prepared to comply with the reporting requirements noted in the "Certification"
section of this report.

The investigation associated with this report includes the general economy of
the industry, the market area, and the local neighborhood. Research and studies
include supply and demand factors, comparable land and property sales,
competitive property rents/rates and occupancy. Buyers, sellers, developers,
public officials, management at competitive facilities, real estate brokers, and
the current management of the property were interviewed concerning these and
other associated matters. Specific references are made throughout this report.
   295
PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to estimate the subject's market value as is.

FUNCTION OF THE APPRAISAL

It is understood the appraisal shall be used by American Retirement Villas
Properties II, L.P., in evaluating the subject for possible transfer to an
ownership real estate investment trust.

PROPERTY INSPECTION

The subject property was inspected on July 13, 1995 by Michael G. Boehm, MAI who
was accompanied by Ms. May Sunglao, Administrator.

DATE OF APPRAISAL

July 27, 1995

DATE OF VALUE

July 13, 1995

PROPERTY RIGHTS APPRAISED

This appraisal estimates the fee simple total going concern market value of the
subject operating as a congregate senior housing business. Going concern value
is defined by the Appraisal Institute as the value created by a proven property
operation; considered a separate entity to be valued with an established
business. This total going concern value can be allocated to its real estate,
furniture, fixtures and equipment and business value components. An estimated
allocation of our total going concern valuation is set forth in a separate
section of this report.

Fee Simple is defined by the Appraisal Institute as absolute ownership
unencumbered by any other interest or estate subject only to the limitations of
eminent domain, escheat, police power, and taxation.

DEFINITION OF MARKET VALUE

As defined by the Office of the Comptroller of the Currency under 12 CFR, Part
34, Sub-part C-Appraisals, 34.42 Definitions (f), market value is defined as:

"The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each
acting prudently, and knowledgeably and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:
   296
(i)      buyer and seller are typically motivated;

(ii)     both parties are well informed or well advised, and acting in what they
         consider their best interests;

(iii)    a reasonable time is allowed for exposure in the open market;

(iv)     payment is made in terms of cash in U.S. dollars or in terms of
         financial arrangements comparable thereto; and

(v)      the price represents the normal consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale."

ASSUMPTIONS AND STANDARD LIMITING CONDITIONS

1.       The legal description furnished to the appraiser is assumed to be
         correct, and the title is assumed to be marketable.

2.       The appraiser assumes no responsibility for legal matters.

3.       Report exhibits are only visual aids. All sizes indicated for land and
         improvements are from indicated sources and assumed to be correct.

4.       Unless otherwise noted herein, it is assumed there are no detrimental
         easements, encumbrances, encroachments, liens, zoning violations,
         building code violations, or environmental violations, etc. affecting
         the subject property.

5.       Information, estimates, and opinions furnished to the appraiser are
         obtained from sources considered reliable; however, no liability for
         their accuracy can be assumed by the appraiser.

6.       It is assumed that there are no hidden or unapparent conditions in the
         land or improvements that render the property more or less valuable or
         that would reduce its utility, development potential, marketability.
         All improvements are assumed to be structurally sound unless otherwise
         noted. No responsibility is assumed for hidden or undisclosed
         conditions or for arranging for engineering studies that may be
         required to discover any defects or uniquely favorable conditions.

7.       The appraiser has inspected the subject property with the due diligence
         expected of a professional real estate appraiser. The appraiser is not
         qualified to detect hazardous waste and/or toxic materials. Any comment
         by the appraiser that might suggest the possibility of the presence of
         such substances should not be taken as confirmation of the presence of
         hazardous waste and/or toxic materials. Such determination would
         require investigation by a qualified expert in the field of
         environmental assessment.
   297
8.       The presence of substances such as asbestos, urea-formaldehyde foam
         insulation or other potentially hazardous materials may affect the
         value of the property. The appraiser's value estimate is predicated on
         the assumption that there is no such material on or in the property
         that would cause a loss in value.

9.       No responsibility is assumed for any environmental conditions, or for
         any expertise or engineering knowledge required to discover them. The
         appraiser's description and resulting comments are the result of the
         routine observations made during the appraisal process.

10.      Responsible ownership and competent management are assumed.

11.      Where the discounted cash flow analysis is utilized, it has been
         prepared on the basis of the information and assumptions stipulated in
         this appraisal report. The achievement of any financial projections
         will be affected by fluctuating economic conditions and is dependent
         upon the occurrence of other future events that cannot be assured.
         Therefore, the actual results achieved may well vary from the
         projections and such variation may be material.

12.      The appraiser is not required to give testimony or appear in court, or
         at public hearings, or at any special meeting or hearing with reference
         to the property appraised herein by reason of preparation of this
         report, unless arrangements have been made prior to preparation of this
         report.

13.      Possession of this report does not carry with it the right of
         publication. It shall be used for its intended purpose only and by the
         parties to whom it is addressed. Neither all nor any part of the
         contents of this report shall be conveyed to the public through
         advertising, public relations, news, sales, or other media without the
         written consent or approval of the author. This applies particularly to
         value conclusions, the identity of the appraiser or firm with which it
         is connected, and any reference to the Appraisal Institute, or MAI
         designation.

14.      Property values are influenced by a large number of external factors.
         The information contained in the report comprises the pertinent data
         considered necessary to support the value estimate. We have not
         knowingly withheld any pertinent facts, but we do not guarantee that we
         have knowledge of all factors which might influence the value of the
         subject property. Due to rapid changes in external factors, the value
         estimate is considered reliable only as of the effective date of the
         appraisal.

SPECIAL CONDITIONS

The subject is licensed as a residential care facility for the elderly (assisted
living) for up to a maximum of 120 beds with the California Department of Social
Services. This appraisal assumes that the subject meets all physical plant and
operating requirements as an assisted living facility.
   298
The appraisers were not provided with a title report describing all current
easements or encumbrances that might affect the subject operation as a
congregate senior housing business. This appraisal assumes that there are no
adverse easements or encumbrances affecting the subject.

We recommend review of a current title report.

The estimates of value set forth in this report are partially relying on the
current rent roll, historical operating statements and limited building drawings
and building statistical data provided to the appraiser by ARV Housing Group.

EXPERIENCE/COMPETENCY OF APPRAISAL FIRM

Senior Living Valuation Services, Inc. is a San Francisco based appraisal firm
that exclusively specializes in the appraisal and analysis of all forms of
senior housing properties. On the following page is a listing of recent assisted
living facility assignments that have been completed by the firm. Qualifications
of Michael G. Boehm, MAI are included in the Addenda of this report.
   299
                                EXECUTIVE SUMMARY

                              
Property Name:                   Retirement Inn - Daly City

Location:                        501 King Drive
                                 Daly City, California

Assessor's Parcel No.:           091-362-006 (San Mateo County)

Property Rights Appraised:       Fee Simple (Total Going Concern)

Date of Value:                   As Is on July 13, 1995

Land Area:                       50,181 Square Feet, 1.15 Acres

Excess Land:                     None

Zoning:                          R-3 (Daly City) a multi-family housing zoning
                                 district, allowing the subject with a
                                 conditional use permit.

Improvements:                    Type:    One, average quality, two story, Class
                                          D congregate retirement apartment
                                          building and common areas.

                                 Age:     Year Built - 1975; Effective Age - 20
                                          Years; Remaining Economic Life - 25
                                          Years

                                 Size:    95 congregate retirement apartment
                                          units (108 currently configured
                                          maximum bed count) and common areas in
                                          approximately 36,874 square feet of
                                          gross building area.

                                 Condition:  Average

H & B Use (if vacant):           Senior Housing

H & B Use (as improved):         See Highest and Best Use Discussion

Capitalization Rate:             12.0%

Projected Stabilized Net Income: $326,016 (7/95-6/96)


   300
Total Going Concern Market
  Value, as is, as of
  July 13, 1995:

                                                               
                     Cost Approach:                           $3,350,000
                     Income Approach:                         $3,025,000
                     Sales Comparison Approach:               $2,950,000-
                                                              $3,675,000
                     Value Conclusion:                        $3,025,000
                                                           ($31,842/unit)


Allocation of Final
  Value Determination
  to Components:


                                                             Market Value
                                                                 As Is -
                                                                7/13/95
                                                             ------------
                                                                  
                     Real Estate                              $2,380,000
                     FF&E                                        120,000
                     Business Value                              525,000
                                                              ----------

                     Total Going Concern Valuation            $3,025,000
                                                              ==========


Total Estimated
  Marketing Time:    6 Months
   301
                           REGIONAL AND CITY ANALYSIS

The subject property is located along King Drive in the southern portion of the
City of Daly City, California. Daly City is located in northern San Mateo County
about 12 miles southwest of downtown San Francisco and 45 miles northwest of San
Jose. The City is bounded by the Pacific Ocean to the west, the cities of
Pacifica to the southwest, South San Francisco and Colma to the east and San
Francisco to the north.

REGIONAL OVERVIEW

San Mateo County occupies almost all the peninsula south of San Francisco, and
is therefore an integral part of the nine county San Francisco Bay Area. The
County is bordered by the Pacific Ocean on the west, City of San Francisco on
the north, San Francisco Bay on the east and Santa Clara and Santa Cruz Counties
on the south. It contains approximately 454 square miles, much of which is
mountainous and densely wooded. The urbanized portions of San Mateo County
extend in a narrow strip between the hills and the bay, leaving the remainder of
the County largely rural. Traditionally, San Mateo County has been categorized
into four distinct regions. Along the San Francisco Bay side of the County, the
industrial zone surrounding the San Francisco International Airport dominates
the northern area. Moving south, the industrial sites gradually merge with the
residential suburbs. Further south is the Silicon Valley. On the west side of
the mountains, the County is sparsely inhabited with the economy focused on
farming and recreational activities.

South San Francisco - Historically the industrial overflow from San Francisco
was picked up by the northern cities of San Mateo County. The region maintained
this growth by establishing new businesses and industries. San Bruno and South
San Francisco contain the greatest concentration of heavy manufacturing and
construction firms in the County. The location of the San Francisco
International Airport makes northern San Mateo County an ideal location for many
transportation and distribution related firms. Average incomes and home prices
in this area are far below the high levels of communities further south. The
economy of northern San Mateo County will continue to be dependent on economic
growth in San Francisco.

Central San Mateo - The heart of the County centers around the City of San
Mateo. Numerous smaller cities and communities, including San Bruno, Millbrae,
Burlingame, Hillsborough, Woodside, and Atherton make up the rustic and affluent
suburbs that San Mateo County is famous for. These areas are where the first
commuters to San Francisco settled. In recent years, a vigorous trade and
service economy has developed to support these various cities and towns. This is
the most self contained area in the County. Much of the income of the residents,
however, is dependent on jobs in either San Francisco or Santa Clara County.

Southern San Mateo County - Stanford University, in southern San Mateo County,
is closely tied to the nearby Silicon Valley. Redwood City, Menlo Park and
northern Palo Alto contain the sites of many high-tech firms as well as their
employees' homes. Accordingly, the economy of this area is closely tied to the
health of the electronics industry.
   302
Pacific Coast Region - Well over half the area of the County, but less than 5%
of the population, lies west of the coast mountains. The towns of Pacifica and
Half Moon Bay offer homes to a few ambitious commuters and the local work force.
Industries consist mostly of agriculture, fishing and recreation. The economy of
this area is stable and is likely to remain so as development is highly
restricted by zoning regulations.

In general, dry, mild summers and moist, cool wind has characterized San Mateo
County's climate. The northern and coastal region share San Francisco's foggier
weather and tend to be somewhat cooler and receive more rainfall (including the
subject) than the mid-peninsula area. Temperatures average a high of 71 degrees
in July and a low of 42 degrees in January in the winter, and a few morning
frosts may occur in December, January and February. Winter daytime temperatures
are generally in the 50's. The summer season is usually sunny and warm,
especially in the more highly populated bayside of the County. Summer warmth is
tempered both by morning fogs and afternoon seabreezes. For many in the region,
the first word that comes to mind when mentioning Daly City is foggy.

CITY POPULATION AND DEMOGRAPHICS

The City of Daly City (population 99,600 - 1995) was incorporated in 1911 though
first settled in the 1840's. Daly City has developed as a suburban bedroom
community with many long time residents and is distinct and different from the
adjacent City of South San Francisco which is a noted warehouse/distribution and
office center. The City is almost built-out with a dwindling supply of available
vacant space despite the open space, rolling hill areas which extend throughout
the City.

Development of Daly City as a modest suburban residential suburb to San
Francisco has occurred throughout the 1900's but exploded in the 1960's with the
completion of Interstate 280 in the early 1960's. Much of the City's growth has
been through the annexation of adjacent unincorporated areas. In the past 10
years, Daly City has been the fastest growing City in San Mateo County. Future
population growth is expected to slow from recent levels as the City is
approaching buildout. City and regional population trends illustrate the
following:



                         Daly City              San Mateo County
                 ----------------------      ----------------------
                   Pop.          % Inc.        Pop.          % Inc.
                 -------         ------      -------         ------
                                                                   
    1960          45,291           --        444,387           --
    1970          67,330          48.7%      557,361          25.4%
    1980          78,914          17.2%      587,329           5.3%
    1990          91,700          16.2%      652,100          11.0%
    1995          99,600           8.6%      695,100           6.6%
    2000*        106,100           6.5%      740,400           6.5%


    *Estimated
    Source:  Association of Bay Area Government (ABAG)
   303
On the following pages, we have included major demographic data for Daly City
and surrounding zip codes. These statistics indicate that compared to the area
as a whole, the City has the following demographic characteristics:

         1)       A median age close to regional and Statewide averages. The
                  City has approximately 10.6% of the population over 65 years
                  of age;

         2)       Of the 19 cities in San Mateo County, Daly City would be in
                  the lower half in median income, but similar to nearby
                  Pacifica, South San Francisco and San Bruno (above Brisbane).
                  Nevertheless, the City as a whole ranks in about the 93rd
                  percentile nationally and about the 85th percentile Statewide
                  in median income;

         3)       A majority and growing Asian racial composition (about 45%).
                  Daly City is the most ethnically diverse City in San Mateo
                  County.

An anecdotal description of Daly City is provided on the following page.

HOUSING

Daly City's housing stock of about 32,000 units can be characterized by its
modesty and relative affordability. The City includes new housing located in its
southern, western and eastern portions and older (some dilapidated) housing in
its central core (a redevelopment area) and northern portions. The City includes
an above average percentage of multi-family housing. The median price of home in
Daly City is about $250,000, down about 20% from 1989 peaks. The City's median
rent of about $670 per month is below regional averages but above Statewide
averages.

EMPLOYMENT AND ECONOMIC DEVELOPMENT

The regional County economy, unlike some other San Francisco Bay Area counties,
is not dependent on any one industry for economic stability. The diversity of
the economy is demonstrated by the fact that several of the County's top
employers are all quite different as indicated below:



                                                                       Employees
                                                                       ---------
                                                                        
  United Airlines, San Francisco Airport                                 9,000
  San Mateo County Government                                            4,300
  Raychem Corporation, Menlo Park                                        3,500
  Veterans Administration Medical Center, Menlo Park                     3,000
  United States Geological Survey, Menlo Park                            2,580
  Kaiser Foundation Hospitals, Redwood City and South San Francisco      2,200
  Dalmo Victor Company                                                   1,250


  Source:  San Mateo County
   304
Major employment areas in the County are in and around the San Francisco
International Airport, the Highway 101/92 intersection and the five regional
shopping centers including the Serramonte and Westlake shopping districts in
Daly City, about one mile north of the subject. Daly City's largest employers
are focused at Seton Medical Center and several retail outlets. The City
includes some modest commercial office and industrial/development although this
is dwarfed by the commercial/industrial areas in adjacent South San Francisco
and San Bruno which are bordered by the San Francisco International Airport to
the east.

TRANSPORTATION

San Mateo County is traversed by two major north-south freeways, U.S. Highway
101 and Interstate 280; the latter paralleling U.S. 101 two to four miles to the
west. The Pacific Coast Highway 1 parallels the above freeway system from north
to south along the Pacific Coast and provides transportation between the coastal
communities and rural regions along the western edge of the county. Finally,
Interstate 380 links Highway 101 and I-280 in northern San Bruno. El Camino Real
is the major north to south non-highway thoroughfare in San Mateo County. Major
surface thoroughfares in Daly City include the east/west Geneva, John Daly
Boulevard, Eastmoor/San Pedro, Serramonte, Hickey and Westborough, and
north/south Skyline Boulevard, Callan and Junipero Serra Boulevard (subject).

Northern San Mateo County is the site of the nation's fourth busiest airport,
San Francisco International. The airport is located about five miles southeast
of the subject. The airport's impact on the economy of San Mateo is great as it
is a major source of employment.

SamTrans is a County operated express and commuter bus transportation service
operating within the County and running to downtown San Francisco to connect
with other services. It also operates a connecting service to the BART (rapid
transit line) terminal in Daly City (about four miles north of the subject).
BART service is proposed to be extended southward, ultimately to San Francisco
International Airport.

COMMUNITY DATA

San Mateo County is a part of the nine County San Francisco Bay Area and its
residents can readily enjoy the cultural attainments of San Francisco, the
summer water sports of San Francisco Bay and beaches and winter sports of the
Sierra Nevada mountains which are within easy traveling distance. Local
residents have access to an almost unlimited array of economic and recreational
opportunities.

San Mateo County has five major regional shopping centers and 102 important
neighborhood and downtown shopping areas including the Serramonte Shopping
Center, located about one mile north of the subject site. The County features
miles of coastal parks along the Pacific Ocean, marinas at Half Moon Bay, Coyote
Point in Burlingame, and excellent public and semi-private 18 hole golf courses
at Half Moon Bay, Crystal Springs, Coyote Point and the Burlingame Country Club.
The County includes horse racing at Bay Meadows and the annual county fair at
the fairgrounds in San Mateo. Daly City includes the Cow Palace, a regional and
smaller all purpose arena.
   305
Seven major hospitals serve the County. In addition, there are smaller satellite
hospitals of these major hospitals. The major medical facilities near the
subject include Kaiser Permanente along El Camino Real in South San Francisco,
about 1.5 miles east of the subject and the 357 bed Seton Medical Center, about
2.5 miles to the northwest along Sullivan. The subject is located in HSA 4, HFPA
425 which includes 5 nursing homes and 564 licensed beds. The subject is one of
a group of four to five major congregate senior housing projects serving
northern San Mateo County and including the subject's archrival, Westborough
Royale. These facilities are discussed further in the Market Analysis section of
this report.

CONCLUSION

The long-term outlook for Daly City is positive. The opportunities for continued
stable slow growth (mostly residential and support retail) are good although the
City is approaching buildout. The City's lesser affluence compared to the County
as a whole is a part of the City's reputation (as is its foggy climate),
although the City ranks high in median income nationally and Statewide. The
City's significant Asian population requires more directed marketing for
properties such as the subject. The City will always benefit by being close to
San Francisco and its population/economic concentration. The City already serves
as a significant retail destination of many San Franciscans. Overall, the City's
large and aging population suggest good long term demand for senior housing.
   306
                            NEIGHBORHOOD DESCRIPTION

The subject is located in the southeastern portion of the City of Daly City
along Junipero Serra Boulevard and just east of Interstate 280. Junipero Serra
Boulevard is a major north/south thoroughfare through northern San Mateo County.
The subject neighborhood is characterized by a severely sloping upward
topography to the southwest. The subject neighborhood comprises the southern
portion of the larger Serramonte district, and is a residential neighborhood
bounded by Interstate 280 about one block to the west of the subject to Junipero
Serra Boulevard and between Hickey Boulevard to the north and Westborough
Boulevard to the south. Across Junipero Serra Boulevard to the east lies a
modest quality residential area of the City of South San Francisco. The subject
neighborhood is almost totally residential (of average quality) and undeveloped
open space. To the north of the neighborhood lie a plethora of cemeteries which
define the City of Colma. To the southeast lies the California Golf Club.

The subject itself is bounded by Junipero Serra Boulevard to the east, King
Drive to the north and west and a two story apartment building (which lies above
the subject due to neighborhood topography) to the south. Across King Drive to
the west and north lie additional apartment complexes. Extensive retail
development is located about one mile to the north along Junipero Serra
Boulevard (Serramonte and Westlake shopping areas). Interstate 280 is accessed
via Westborough Boulevard about one-half mile to the south. The Pacific Ocean is
located about two miles to the west (not visible from subject neighborhood).
Central Daly City is located about three miles to the northwest. A Kaiser
Permanente Medical Center is located about 1.5 miles to the east along El Camino
Real. Seton Medical Center is located about 2.5 miles to the northwest.

Overall, the subject is located in a rolling hill, wooded residential/apartment
neighborhood along a major thoroughfare. Access to retail and recreational
amenities and acute medical care is fair though none is within easy walking
distance of the site. Access to freeways is good. On balance, the subject is
adequately situated for a major congregate senior housing project.
   307
                            NEIGHBORHOOD PHOTOGRAPHS

              View of King Drive towards Junipero Serra Boulevard,
                        View Northeast, Subject on Right

                         View Southwest, Subject on Left


   308



                            NEIGHBORHOOD PHOTOGRAPHS

               View Northwest along King Drive toward Apartments,
                                 Subject Behind

                    Apartments Immediately South of Subject,
                                 View Southwest


   309
                                SITE DESCRIPTION

LOCATION: The subject property is located at the southwest corner of Junipero
Serra Boulevard and King Drive, about one-half mile north of Westborough
Boulevard, in the southern portion of the incorporated City of Daly City, San
Mateo County, California. In fact, Junipero Serra Boulevard to the east of the
subject is part of the Daly City/South San Francisco boundary. The site has a
formal street address of 501 King Drive. The site consists of San Mateo County
Assessor's Parcel No. 091-362-006. An assessor's parcel map is presented on the
following page. A legal description of the site is provided in the Addenda of
this report.

PHYSICAL CHARACTERISTICS: The subject site has a baseball diamond shape with
approximately 210 feet of eastern frontage along Junipero Serra Boulevard and
about 415 feet of northern/western frontage on King Drive. The subject site
follows the curved boundary of King Drive in its northern/western portions. To
the immediate north and west (across King Drive) and abutting the site to the
south lie apartment projects. The site has a total land area of approximately
50,181 square feet or 1.15 acres.

The topography of the site slopes downward significantly to the northeast,
consistent with the neighborhood. The site is above street grade with both
Junipero Serra Boulevard and King Drive. Total subject site drop-off to Junipero
Serra Boulevard/King Drive range from zero at the main entry along King Drive to
about 10 feet higher to the southwest to about 20 feet lower to the east (and
Junipero Serra Boulevard). The subject building improvements however are built
on one level pad. Although no soils report was made available to the appraisers,
it is assumed that the soils are capable of continuing to support the existing
improvements. No obvious hazardous or toxic conditions were noted during our
site inspection.

The subject portion of Daly City does not participate in the national flood zone
insurance program (no FEMA flood zone designation). The subject is not located
in a flood plain or near a waterway. The subject is not located in an
Alquist-Priolo special earthquake study zone. The subject can be considered as
having the same earthquake risk as much of the larger area which is fairly
significant given its proximity to the San Andreas fault (located about one mile
to the southwest). A topo/earthquake fault map is shown on a following page.

EXISTING IMPROVEMENTS: The subject site is currently improved with one, two
story, wood frame, congregate retirement building forming an enclosed central
courtyard. Parking areas are located along the western portion of the site (off
of King Drive). The subject building rests high above Junipero Serra Boulevard
and King Drive and is setback a minimum of about 50 feet. Additional detail is
provided in the Description of Improvements section of this report.

Junipero Serra Boulevard is a major, four lane (with turning lane and wooded
median strip), fully improved, north/south commercial street with curbs,
gutters, streetlights (no public sidewalks) on both sides. King Drive is a
secondary, meandering, two lane fully improved residential thoroughfare with
curbs, gutters and streetlights (sidewalks to the west of the subject site
only). The intersection of King Drive and Junipero Serra Boulevard is a three
stoplight intersection.
   310
The subject site is served by underground utilities, including storm and
sanitary sewers, natural gas and telephone. Water service is provided by the
City of Daly City, sewer service by the North San Mateo County Sanitation
District, natural gas and electricity by Pacific Gas and Electric and telephone
by Pacific Bell. Fire and ambulance services is provided by the City of Daly
City.

ACCESS AND EXPOSURE: The subject is accessed via one curb cutout along King
Drive onto the main entry parking lot located west of the building. Access to
Interstate 280 is via Junipero Serra Boulevard to Westborough, about one-half
mile to the southeast. Access to El Camino Real is also via Westborough, about
1.5 miles to the east. Interstate 280 provides north/south highway access
through San Mateo County, the City of San Francisco and points south including
San Jose.

The subject is not easily visible from Junipero Serra Boulevard due to
landscaping and its raised elevation. Exposure from King Drive at the driveway
entry is good.

EASEMENTS AND ENCUMBRANCES: No title report was available. No easements and
encumbrances are known to materially impact the subject's continued operation as
a congregate senior housing business. We recommend a review of a current title
report to identify any easements or encumbrances which could affect the subject
site and its continued operation as a congregate senior housing project.

ZONING: The subject site is zoned R-3, Daly City, a high density zoning
classification. Between 36 to 50 residential units per acre are allowed. The
subject land use is consistent with apartment land uses along King Drive. The
existing subject retirement building was approved in the mid 1970's (allowing
its 82.6 unit per acre density). The subject appears to be a legal,
nonconforming land use and has been operating on the site since 1975.

The subject is licensed to include up to 120 beds with the California Department
of Social Services as an assisted living facility.

EXCESS LAND:  None, the subject is fully developed to its boundaries.
   311
                              TAXES AND ASSESSMENTS

Since passage of Proposition 13, or the Jarvis-Gann Initiative, in 1978, real
property has been assessed at its 1976 value, trended upward at a maximum rate
of 2% annually, unless there is a transfer of ownership or new construction.
When either of these occur, the property is reassessed at full market value.
Furthermore, Proposition 13 limits annual taxes to 1%, plus a small amount for
bonded indebtedness of the assessed value.

Assessor's Parcel No.:              091-362-060 (San Mateo County)

Tax Rate Area:                      05-023

Assessed Value 1994-95:

                                                                    
                                    Land                      $    552,040
                                    Improvements              $  1,324,904
                                    Personal Property         $    329,194
                                                              ------------

                                    Total                     $  2,206,138
                                                              ============


1994-95 Tax Rate:                   1.00%

1994-95 Taxes:                      $34,915.44 (includes $12,854.06 in direct 
                                    assessments)

Status:                             Current and paid as due.  Our cash flow 
                                    projections of stabilized real estate taxes
                                    assumes a sale and reassessment of the 
                                    subject to market value at July, 1995.
   312
                           DESCRIPTION OF IMPROVEMENTS

The discussion of the improvements addressed below was accumulated through our
site inspection, a review of limited site plans and through discussions with the
subject's administrator. Detailed architectural drawings were not available.

GENERAL TYPE: The existing main improvement known as Retirement Inn - Daly City
consists of one 2 story, 95-unit, average quality, Class D retirement apartment
building containing 36,874 square feet of gross building area. The facility
contains 95 units currently configured for 108 beds, including up to 120
licensed assisted living beds. The Q-shaped building improvement surrounds an
interior courtyard and borders a parking lot to the west.

AGE: The subject improvements were constructed and completed in 1975. Since
1975, the subject has been operating as an congregate senior facility. A small
protruding and enclosed second floor balcony deck was added onto the auditorium
in the early 1990's and is currently used as administrative offices. The overall
condition of the subject is average. Our site inspection noted a normal amount
of wear and tear on a 20 year old building and no material deferred maintenance.
The subject improvement have an estimated total economic life of 45 years. A
chronological and effective age of 20 years suggests a remaining economic life
of approximately 25 years.

SIZES:  The subject has the following component size and unit mix:



                No. of            Unit Size
Unit Type        Units           S.F. (est.)           Total S.F.
- ---------       ------           -----------           ----------
                                            
Studios           95 (1)          215-395             22,230 (60.3%)
                                 (234 avg.)

Common Areas/Circulation                              14,644 (39.7%)
                                                      ------

Gross Building Area                                   36,874
                                                      ======


(1)   26 of the subject units are currently rented as 13 two room suites. The
      subject's current total rentable unit count is therefore technically 82.
      However, due to the shared bathroom configuration of the units and the
      operators long term intention to no longer offer the suite (two adjoining
      room) option, we have referred to the subject unit mix throughout this
      report as 95 total units (has no material impact on value).

STRUCTURAL AND EXTERIOR:  The subject improvements are constructed on a level
concrete slab foundation (built onto a graded level site on the top of the
severely sloping subject site) with a 2-story, wood frame construction under a
sloping clay tile/flat mansard roof. Building exteriors consists of stucco, wood
trim, wood doors out of residential units and at the western building face
facing King Drive, large decorative arches.

Interior walls are wood frame and painted or wallpapered gypsum board with no
wood handrails in corridors. The main common areas, hallways and room exteriors
are carpeted. Unit baths have vinyl tile. Ceilings in units are sprayed
acoustical with common area ceilings and hallways consisting of sprayed
acoustical with hanging incandescent and fluorescent light fixtures. The entire
development is fully sprinklered with smoke and heat alarms. Units include
sliding
   313
windows in aluminum frames, and for first floor units facing west, a wood door
allowing outside access (unusual for a senior property). First floor units
facing north and east include a sliding glass door.

MECHANICAL: The development has average lighting and plumbing fixtures. HVAC in
the units consist of individual room heating units. HVAC in common areas
features hot water boiler central forced air heating system. The subject also
features an intercom system with paging. The development includes one elevator.
Two stairwells are located throughout the improvement.

INTERIORS: Based on our site inspection, the interiors appear to be functional
for congregate senior apartment use. Floor plans are presented on a following
page. The facility includes 95 apartment units. The unit mix consists of 95
studio units ranging in size from a puny 215 square feet to 395 square feet
(average size about 234 square feet - 44 units at 215 square feet, 46 units at
241 square feet, 2 units at 300 square feet, 2 units at 325 square feet, 1 unit
at 395 square feet). The small size of the smallest subject units is a
competitive disadvantage (even for assisted living use). Most units share a bath
area (70 units) with grab bars and a sink with a built-in cabinet, vanity and
water closet. Each unit also contains two emergency pull cords, one each in the
bath and living area and a built in closet. The units contain no kitchenettes or
balconies.

The focal point of the development is the facility's modest common areas located
on the centrally located one story ground floor. The facility's main entry area
includes the small lobby, a reception desk, staff room and administrative
offices. The common areas include a TV room and dining room adjacent to the
commercial kitchen. Laundry rooms with washers and dryers for the residents are
located on each floor. The second floor includes a lounge, auditorium and
additional office space. Overall interior areas are modest and significantly
below more recently built senior properties.

PARKING AND LANDSCAPING: Site parking is located in one open paved parking area,
located west of the building and accessed from King Drive. There are
approximately 20 (0.21/unit) parking spaces located in the parking areas.
Parking is tight but functional as most residents do not drive. Street parking
is generally available along King Drive.

The site is modestly landscaped with site perimeter large mature trees,
flowering perennials, bushes and grass. Facility landscaping includes a small
interior courtyard which includes several shrubs and no seating areas. The
site's significantly sloping northern (facing King Drive) and eastern (facing
Junipero Serra Boulevard) boundaries are thickly landscaped with ground cover
and large trees. The building is surrounded by a concrete walkway which includes
an iron railing to the north and east. Overall site landscaping is average.

CONCLUSION: In our opinion, the subject property's exteriors, common area
interiors, landscaped areas and parking appear average and reasonably
competitive for residential retirement uses. The subject's small units are
typical of 1970's senior housing construction. The subject has a less varied
unit mix, a group of very small units and more modest common areas than many
projects built in the 1980's. The subject's shared baths in most units are a
competitive disadvantage. The subject's overall scale is also smaller than many
projects in its market which helps create a more residential, close knit living
environment. Our site inspection noted no material deferred maintenance and an
average condition reflecting its 20 year old chronological and effective age.
   314
                               SUBJECT PHOTOGRAPHS

                                   Dining Room

                               Typical Lounge Area


   315
                               SUBJECT PHOTOGRAPHS

                            Typical Interior Corridor

                                   Auditorium


   316
                               SUBJECT PHOTOGRAPHS

                             Typical Unit Interiors


   317
                               SUBJECT PHOTOGRAPHS

                               Interior Courtyard

                         Western Portion of Parking Lot


   318
                               SUBJECT PHOTOGRAPHS

                        Eastern Site Boundary, View North

                        Southern Site Boundary, View East

   319
                               SUBJECT PHOTOGRAPHS

                  Subject's Junipero Serra Boulevard Frontage,
                          View South, Subject to Right

                        Northern Site Boundary, View East


   320
                                 MARKET ANALYSIS

INTRODUCTION

The elderly are by far the fastest growing population segment, whether expressed
in percentage increase or actual number of persons. Although not as well
documented statistically, the elderly have more money than ever before because
of social security, pension programs, savings and the substantial increase in
the market value of their residences. Most of them are active and in reasonably
good health. This increased health and life expectancy lends them to seek life
enriching activities through an independent lifestyle that provides assistance
when needed.

INDUSTRY OVERVIEW

The housing industry for the elderly can be classified by the three major types
of buyers: the active elderly (go-gos), intermediate (slow-gos) and the person
who needs constant care (no-gos). Active retirees want recreational amenities
with the housing they buy. They want a golf course, tennis courts, swimming
pool, walking and bicycle path, saunas and spas. They want to be near good
places to eat and to be able to enjoy a wide range of cultural activities and
travel opportunities.

Intermediate retirees want a congregate-type of lifestyle that allows them
independence yet gives them the opportunity to take part in quiet activities
such as arts and crafts. Retirees in this intermediate classification also will
look for transportation to shopping, banking or medical offices, some mild form
of recreational activities, such as swimming and golf, plus the opportunity to
socialize in a common dining room or lounge area.

Retirees who need constant care are concerned with medical assistance. They will
look for facilities that offer services and conveniences such as residential
care facilities which will make their lives more comfortable. Also, they will
want a medical center where they can go when their health fails. The subject
property would be targeted at the intermediate and less active elderly.

From a real estate and financial perspective, housing for the elderly is complex
to analyze as they usually represent a combination of other businesses. The
major types of homes for the elderly include:

         Adult Congregate Living Facilities (ACLF): Specially planned, designed
         and managed multi-unit rental housing typically with self contained
         apartments. Supportive services such as meals, housekeeping,
         transportation, social and recreational activities are usually
         provided. In California, these facilities are not licensed.

         Assisted Living Facilities (ALF) (personal care or residential): Group
         living arrangements that provide staff supervised meals, housekeeping
         and personal care (assistance with bathing and medication) and private
         or shared sleeping rooms. These facilities are generally licensed and
         must meet designated operating standards including minimum staff
         requirements. In California, these facilities must be licensed by the
         California Department of Social Services, Division of Community Care.
   321
         Care Facilities (skilled nursing or intermediate care): Skilled nursing
         and intermediate care facilities (commonly known as nursing homes) are
         both operated under the guidance of a licensed administrator with
         licensed nurses and aids providing around the clock nursing care,
         generally one step below that offered at an acute care hospital. In
         California, these facilities must be licensed with the California
         Department of Health Services.

         Life Care Complex (life care community, continuing care, campus
         complex): A housing development planned, designed and operated to
         provide a full range of accommodations and services for older adults,
         including independent living, congregate housing and medical care.
         Residents may move from one level to another as their needs change.
         Life care complexes typically charge a buy-in fee (sometimes
         refundable) in addition to a monthly maintenance fee for services. In
         California, life care contracts must be approved by the State
         Department of Insurance.

         Retirement Village: Developments that offer, home ownership and rental
         units for older persons. Support services often are available for a
         fee.

The subject is a currently existing 95 unit (108 current bed configuration)
licensed assisted living (ALF) facility. This suggests that 13 of the subject
units are currently configured for 26 semiprivate beds. The subject is licensed
to accept 28 nonambulatory residents (120 assisted living bed licensing total).

Congregate housing such as the subject is a combination of: a) an apartment
project; b) a hotel offering meals, cleaning and transportation facilities; c) a
social club offering activities; and d) a supporting living environment
providing assisted living amenities (help with bathing, medication, mobility) as
needed. A summary of subject amenities is provided on the following page.

MARKET DEFINITION

Our experience in analyzing congregate housing development indicates that these
facilities have a total market area ranging from a 5 to 30 mile radius from the
site. This area represents a reasonable driving distance for relatives and
friends and also reflects the fact that the elderly do not move great distance
when choosing the congregate housing option. Perhaps more important than a
strict definition of market area based on distance, is the overall character of
the development's environment, whether it is urban, suburban or small
town/rural. In our opinion, the primary market area for the subject site extends
approximately 5 miles outward from the site in all directions. This would
include most of the suburban area of northern San Mateo County including all of
Daly City, South San Francisco and Pacifica. These areas are not only located in
close geographic proximity to the site, but each is a similar, middle income
bedroom community. This definition of market area is consistent with the former
residences of subject residents. The subject as rule does not draw residents
from the southern portions of the City of San Francisco (about five miles to the
north) as the City/County boundary is a significant local demarcation.
   322
RETIREMENT HOUSING SUPPLY

During the course of our appraisal, we have identified those existing and
proposed elderly retirement facilities in the primary market area which may be
considered somewhat competitive to the subject property. Our census of
potentially competitive congregate rental housing facilities impacting the total
market area is presented on the following pages. Photographs of the rent
comparables are illustrated in the Addenda of this report.

Each of the surveyed congregate facilities is a for-profit housing development
offering two or three meals daily, weekly maid service and many recreational
opportunities. Most of the properties surveyed offer licensed assisted living on
an as needed basis. The properties can be characterized as follows:

BOTH CONGREGATE AND ASSISTED LIVING (MOST SIMILAR TO SUBJECT)

              4.    University Mound
              5.    Greenhills
              6.    Retirement Inn - Burlingame (ARV Property)
              7.    Sterling Court
              8.    Hillsdale Manor
              9.    Glenwood Inn

ASSISTED LIVING ONLY

              1.    Westborough Royale
              2.    Home Sweet Home (Bryant)
              3.    Home Sweet Home (Collins)
              10.   Palo Alto Commons

The subject would be most similar to those projects offering both congregate and
assisted living services although its proximity and overall quality, age and
living environment comparability to Comparable No. 1 (Westborough Royale) make
this project a direct competitor to the subject. Like the subject, this project
has a predominant studio unit mix. Westborough Royale also has an overall age
and living environment comparability to the subject although it is a much larger
project. This project and the subject are fierce competitors.

Of the congregate/assisted projects, the subject would be most similar to the
older projects with more similar unit mixes such as Comparable No. 5
(Greenhills) and Comparable No. 6 (Retirement Inn - Burlingame) - a sister ARV
project. Retirement Inn - Burlingame in particular, is similar to the subject in
target market and in the a la carte assisted living program. Its distance from
the subject mitigates direct competition (serves a different market area).
Comparable No. 5 (Greenhills) has a more varied unit mix than the subject and a
slightly superior living environment. The other more comparable
congregate/assisted projects surveyed are generally newer projects (Comparable
Nos. 7 - Sterling Court, 8 - Hillsdale Manor and 9 - Glenwood Inn) with a more
varied unit mix and a generally superior living environment to the subject. The
subject would be competitively placed in the tier of projects below these newer
properties.
   323
                           RETIREMENT INN - DALY CITY
                    CENSUS OF MARKET AREA ACLF/AL FACILITIES



                                                                             Congregate
                                                                            (ACLF) Units      Assisted Living (AL) Units
                             Age/                                       --------------------  --------------------------
                             Miles      Total                            Monthly              Monthly
                             From       Units/   Unit       Size-       Rental -     Rental/  Rental -     Semi-          Reported
No.   Name/Location         Subject   AL Beds    Type       S.F.        Private       S.F.    Private     Private  % SSI  Occupancy
- ---   -------------         -------   -------    ----       ----        -------      -------  -------     -------  -----  ---------
                                                                                            
1.    Westborough Royale    1980/      88/172    Studio     400 (est.)     Not Available        $1,500    $  850     10%      89%
      89 Westborough        1.0                  Suite      500-                                $1,800
      S. San Francisco                                      600 (est.)                  
                                                                                        
2.    Home Sweet Home       1987/      35/57     Studio     250 (est.)     Not Available        $3,300    $2,100      0%      95%
      1560 Bryant Street    2.5                                                         
      Daly City                                                                         
                                                                                        
3.    Home Sweet Home       1995/      35/50     Studio     250 (est.)     Not Available        $3,000    $2,000      0%      64%
      205 Collins Avenue    2.7                                            
      Colma

4.    University Mound      1885/      74/74     Studio     256          $1,360-      $5.31-   +$  100-     N/A      WND      85%
        Ladies Home         5.0                                          $1,940       $7.58     $  300
      350 University Street
      San Francisco

5.    Greenhills Retirement 1986/      159/30    Studio     208-         $1,100-      $3.72-    $1,965      N/A       0%      98%
      1201 Broadway         5.0                             456          $1,700       $5.29
      Millbrae                                   1BR        430-         $1,800-      $3.92-    $2,690
                                                            522          $2,050       $4.18

6.    Retirement Inn -      1980/      68/90     Studio     204-         $1,350-      $6.61-   +$  150-  +$  150-     8%      97%
        Burlingame            8                             240          $1,450       $6.04     $1,000    $1,000
      250 Myrtle Road                            Lg. Suite  480          $1,850       $3.85
      Burlingame                                 SP                      $  850

7.    Sterling Court        1990/      149/20    Studio     422          $1,600-      $3.79-    $2,700-     N/A       0%     100%
      850 N. El Camino        9                                          $1,700       $4.03     $2,965
      San Mateo                                  1BR        583          $1,800-      $3.09-
                                                                         $2,300       $3.95
                                                 2BR        754          $2,600-      $3.45-
                                                                         $2,800       $3.71

   324
The assisted living projects are generally less directly comparable to the
subject as they target the older, frailer senior exclusively. Of the projects,
the two more recently built Home Sweet Home projects (the Collins Avenue project
opened in 1995 and is already 64% occupied) are peripheral competitors to the
subject although they target the heavier care assisted living resident. Both
projects are smaller than the subject and have inferior locations. Comparable
No. 10 - Palo Alto Commons, is one of the higher quality assisted living
projects in the local market and in the entire region.

Our survey of local jurisdictions noted no other active proposed senior housing
projects which would pose an imminent competitive threat to the subject. The
overall occupancy of the 10 projects surveyed is a strong 92.3%, as almost all
market area projects enjoy 90% plus occupancies.

RETIREMENT HOUSING DEMAND

To measure the theoretical size of the subject's target market, we have analyzed
demographic statistics obtained from Urban Decision Systems for the relevant
target area market which extends about 5 miles outward from the subject site. We
obtained income by age population estimates and projections for this area in
1995 and 2000. Our analysis is as follows:

1)       Determines the number of households over a minimum age, 75, and minimum
         income requirement, over $15,000, from 1995 population estimates and
         2000 population projections. These parameters establish the different
         scenarios for calculating the market saturation rates;

2)       Calculates total market saturation rates required to fill the subject's
         108 beds and all other existing competitive senior facilities
         (estimated at 1,025 beds);

3)       Evaluates the market environment of the subject property given the
         calculated saturation rates.

Our experience in comparable markets, indicates the following regarding
saturation rates.

                                       Estimate of Overall
      Saturation Rate                    Market Demand
      ---------------                ----------------------
          0 - 10%                    Lightly Competitive
         10 - 20%                    Moderately Competitive
         20 - 30%                    Heavily Competitive
           30%+                      Extremely Competitive

Our calculated market saturation rates (about 18%) for the subject market area
suggest an only moderately competitive market. Overall, the subject market area
can be characterized as having a lesser supply of older generation retirement
units serving a concentrated but less affluent and growing age and income
eligible senior population. It is important to note that saturation analysis is
only a tool used to measure overall market saturation. It does not consider any
potential
   325
                           RETIREMENT INN - DALY CITY
                               SATURATION ANALYSIS



                                                      Saturation Rate (1)  
                                            ------------------------------------          Subject
                                             w/o Subject              w/Subject             Only
                         # H.H. (2)         (1,025 Beds)(3)         (1,133 Beds)         (108 Beds)
                         ----------         ---------------         ------------         ----------
                                                                                 
1995 Estimate
- -------------
75+, $15,000 Income       6,453                 15.9%                  17.6%                1.7%


2000 Projection
- ---------------
75+, $15,000 Income       7,494                 13.7%                  15.1%                1.4%




NOTES:

(1)   Market saturation rates represent the percentage of total market demand
      which is necessary to absorb a) existing or proposed units not including
      the subject, and b) existing or proposed units including the subject.

(2)   Number of income and age qualifying senior households within 5-mile radius
      of site per Urban Decision Systems.

(3)   Number of competitive units estimated at 100% of Comparable Nos. 1 to 3,
      50% of Comparable Nos. 4 to 7, 25% of Comparable Nos. 8.

(4)   Evaluation of saturation rates:

      Saturation                   Evaluation of
         Rate                   Market Environment
      ----------                ------------------
        0% - 10%              Lightly Competitive
       10% - 20%              Moderately Competitive
       20% - 30%              Heavily Competitive
          30%+                Extremely Competitive
   326
competitive advantages that a specific facility might offer. Saturation rates
can also be calculated using different factors/scenarios. Our methodology of
calculating market saturation rates is based on our experience in analyzing the
feasibility of numerous congregate senior housing developments.

CONCLUSIONS

Overall, we noted the following regarding the market environment of Retirement
Inn - Daly City:

1)       The calculated saturation rates suggest an only moderately competitive
         market environment. This is consistent with market area occupancy rates
         which are strong at most projects and the subject (despite a
         significant SSI resident base). The subject's strong occupancy is due
         to its older building age, small units, location in an area of relative
         lower affluence and monolithic unit mix. The overall average occupancy
         of all projects surveyed was about 92%. The market's strong
         demographics (concentration) are countered somewhat by a weak local
         economy which makes seniors on fixed incomes more hesitant to consider
         the congregate senior housing option and less likely to recognize paper
         losses on homes which have declined in value from 1989 peaks;

2)       The subject has a current occupancy of about 93%, consistent with its
         recent history. The subject has established a market position as a well
         run, middle market project with reasonable rents. The subject's
         physical plant is below average (unit size, shared baths) in comparison
         to some of the other comparable projects in its market. Many of the
         locally competitive projects are newer and have a less institutional
         living environment and more varied unit mix than the subject. The
         subject is impacted by the nearby Westborough Royale, with its large
         number of units is a significant competitor to the subject. This
         project will likely continue to keep rent and occupancy pressure on the
         subject;

3)       The subject market area is projected to experience a good increase of
         16.1% (7,494/6,453) in the age and income eligible target market in the
         next five years;

4)       The subject is owned and operated by ARV Housing Group, one of the
         leading owner/operators in more difficult market areas;

5)       The subject offers assisted living amenities on an a la carte basis
         (three different levels of assisted living care) which is not typical
         in the market area (most other projects charge one flat higher rent).
         This is a competitive advantage for the subject as residents only need
         pay for assisted living amenities when needed and at the level needed.

These specific conclusions are addressed more fully and used to project pro
forma income and expense cash flows in the Income Approach section of this
report.
   327
                              HIGHEST AND BEST USE

Highest and best use is defined as that use, from among reasonably probable and
legally alternative uses, found to be physically possible, appropriately
supported, financially feasible, and which results in the highest land value.
The highest and best use concept must also give recognition of that use to
community environment and to community development goals, in addition to wealth
maximization of individual property owners.

The highest and best use of the land or site, if vacant and available for use,
may be different from the highest and best use of the existing improved
property. This will be true when the improvement is not an optimum use and yet
makes a contribution to total property value in excess of the value of the land
only. In order to determine the property's highest and best use, it is necessary
to analyze the factors discussed below.

AS VACANT

The site's physical characteristics are similar to those found throughout the
area in terms of size (average), topography (significantly sloping), exposure
(fair) and access (good). The total land area is large enough to support most
other types of development and it is located along a major thoroughfare. The
site is probably too small for a lower density residential subdivision.
Therefore, the site's physical characteristics do not seem to limit many
development alternatives.

The subject site is currently zoned R-3, a high density multiple family zoning
classification. This is consistent with other development along King Drive
(apartments) and it is also consistent with our experience with the zoning of
most sites for senior housing (usually high density residential). It is likely
that Daly City would allow many alternate density residential and possibly
institutional uses on the subject site. The subject's 82.6 units per acre
density is misleading due to its small, all studio unit mix. Extreme high
density residential, general commercial or heavy retail land uses are unlikely
for the site. Finally, the site itself is not known to be affected by
significant easements or encumbrances.

In determining which possible use of the land represents the highest and best
use of the site, we have analyzed those physical and legal factors affecting the
site. It is then necessary to analyze not only the feasibility of potential
alternate development but determine which types of these developments is
maximally feasible. Our analysis of the congregate housing market in the area
indicates a fewer number of properties and generally good occupancies, including
the subject's current 93% occupancy. Also, a large increase in the number of age
and income eligible seniors over the next five years suggests adequate long term
demand for well run projects like the subject. The subject is a profitable
project and it is in the middle tier of senior housing facilities in its market.
The subject, if it can be filled, would be more feasible than alternate
residential uses due to its higher margin per unit and higher density. The
subject is also more profitable than almost all possible institutional land
uses. However, uncertainties about the affluence of the local market, current
depressed housing prices and a flat regional economy and the ongoing competitive
impact of Westborough Royale, suggest that the subject (or any alternate
commercial/apartment land use) would not clearly be built in 1995. Few to no
senior housing projects were being built anywhere
   328
in California in 1994 although this is beginning to change in 1995. An owner of
the subject site would probably develop a senior housing use on the site
although the decision is not clear. Therefore, in our opinion, the highest and
best use of the site as vacant in early 1995 is probably to develop a senior
housing project on the subject site.

AS IMPROVED

Our experience in comparable projects indicate that a senior project of 108 beds
is large enough to achieve some operating economies of scale. Higher densities
for the site would generate difficulties in meeting parking and density
requirements with Daly City. Also, short term demand for additional small unit
assisted living units probably does not exist in the local market as indicated
by the subject's high SSI census.

Considering the factors noted above, the purpose of this appraisal (to value the
subject as is) and because the subject improvements clearly add value over and
above the land alone, we have concluded that the highest and best use of the
site, as improved, is probably as the subject site as built and operating. The
existing improvements and living environment are reasonably competitive and
functional for congregate and assisted living uses. The subject's overall
quality, unit mix and unit sizes (though not optimal given their smaller size,
limited variety and shared baths), common areas, parking and landscaping are
average in the local senior housing market.
   329
                                 SITE VALUATION

In order to estimate the fair market value of the subject site, a Sales
Comparison Approach is utilized. Recent sales and listings/offers of vacant land
considered somewhat comparable to the subject in location, zoning, and utility
were analyzed. Adjustments are made as necessary for: date of sale, location,
financing terms, physical characteristics such as size, shape, utilities and
topography, and development limitations such as zoning restrictions, easements
and encumbrances.

A number of sales were reviewed in order to determine the market value of the
subject site. We have considered the sales of local vacant land sites with
somewhat comparable land uses, zoning and locations. In general, we noted few
truly recent comparable vacant land sale transaction in the area reflecting the
lack of recent apartment development activity. Those sales that were considered
most comparable are presented in a summary grid on a following page and detailed
in the Addenda of this report.

Comparable Sale No. 1 is located at 6843 Mission Boulevard in Daly City, about
three miles north of the subject. The 160,000 square foot parcel is currently
being listed for $4,200,000 or $26.25 per square foot. A commercial use is
likely on the PD zoned site. The site has major thoroughfare frontage (similar
to the subject) with a large supermarket being developed immediately south of
this parcel. In comparison to the subject, downward adjustment is suggested by
the probable higher intensity land use and the subject site's sloping
topography.

Comparable Sale No. 2 is located at 901 Oceana Boulevard, about 2.5 miles
southwest of the subject in Pacifica. The sloping parcel has no frontage on
Oceana, but was granted a permanent easement through the adjacent parking lot
(of a school) as a condition of the sale. The 56,628 square foot site sold in
June, 1994 for $400,000 or $7.06 per square foot. The site contains 42
noncongregate senior apartments, a very similar land use to the subject. Despite
the similar land use, this site requires substantial upward adjustment for its
lack of major street frontage.

Comparable Sale No. 3 is located at 124 Linden Avenue about three miles east of
the subject in South San Francisco. This 24,227 square foot parcel sold in
October, 1993 for $465,000 or $19.19 per square foot. The buyer owns a nearby
business and plans to construct a parking lot on this site for their business.
This parcel is least similar to the subject in proposed use, zoning and overall
location. Additional downward adjustment is suggested by this site's level
topography.

Comparable Sale No. 4 is located at 530 Collins Avenue, about 1.5 miles north of
the subject in central Colma. The 46,609 square foot site sold in June, 1992 for
$775,000 or $16.61 per square foot. The site was developed with a 35 unit (50
beds) assisted living facility (Rent Comparable No. 3 - Home Sweet Home). Of the
sales described above, this parcel is the most similar to the subject in general
location, parcel size, land use and density. Downward adjustment is suggesting
by the site's level topography but upward adjustment is necessary for the
subject's major street frontage.
   330
                           RETIREMENT INN - DALY CITY
                                VACANT LAND SALES



                                                                                      Sale Price                   Proposed
                                 Sale                  Size-SF       Proposed    --------------------              Density -
No.   Location/APN               Date     Sale Price   (Acres)     Development     SF           Unit      Zoning  Units/Acre
- ---   ------------               ----     ----------   -------     -----------     --           ----      ------  ----------
                                                                                          
1.    6843 Mission Boulevard     Listing  $4,200,000   160,000     Probable      $26.25         N/A         PD        N/A
      Daly City                                         (3.67)     Commercial
      003-191-001 to 004, 016

2.    901 Oceana Boulevard       9/94     $  400,000    56,628     42 Senior     $7.06         $9,524       R-3       32.3
      Pacifica                                          (1.30)     Apartments
      009-293-090

3.    124 Linden Avenue          10/93    $  465,000    24,227     Parking Lot   $19.19         N/A        CH-C3      N/A
      South San Francisco                               (0.56)
      012-335-590, 600

4.    530 Collins Avenue         6/92     $  775,000    46,653     35 Unit ALF   $16.61        $22,119      C-1       50.5
      Colma                                             (1.07)
      008-421-160

S.    501 King Drive               -          -         50,181     95 Unit ALF     -            -           R-3       82.6
      Daly City                                         (1.15)
      091-362-006

   331
Before adjustment, the sales discussed above indicate a wide sale price per
square foot range of approximately $7.06 to $26.25. The above adjustments to the
comparable sales can be summarized as follows:



                      Sale Price/
       Comp No.           SF         Adjustment
       --------       -----------    ----------
                                                                                
          1             $26.25       Downward (list/sale price differential,
                                       land use, topography)
          2             $ 7.06       Upward (neighborhood, street frontage)
          3             $19.19       Downward (topography, location)
          4             $16.61       Upward (frontage); Downward (topography)


The overall degree of comparability of these sales to the subject is weak
reflecting the lack of comparable vacant land sales in the immediate area.
Overall, Comparable Land Sale No. 4 is by far the most similar to the subject in
land use though it is a slightly older sale. Sale No. 2 is similar to the
subject in land use but has an inferior location. Sale No. 3 is least similar to
the subject. Sale No. 1 is a listing and therefore is given less weight as it is
a less precise indication of value. This site is also much larger than the
subject.

After considering the specific location, topography and density of the subject
site and the evidence provided by the adjusted comparables and recent trends in
land values, it is concluded that the fair market value of the fee simple
interest for the subject site as of July, 1995, is at a rate of $17.50 per
square foot, or for the subject's 50,181 square feet, an overall site value of
$878,168 ($17.50/SF x 50,181/SF) or $9,244 per unit.
   332
                                  COST APPROACH

The Cost Approach considers an estimate of the fair market value of the land,
the direct and indirect replacement costs (new) of the improvements,
entrepreneurial profit, and accrued depreciation from all causes. Land value is
taken from the Site Valuation section of this appraisal. Sources for replacement
costs of improvements include: (1) Cost bids or reported actual recent cost of
the subject; (2) Actual costs of recently completed comparable improvements; (3)
Local contractors' opinions; (4) Marshall and Swift Computer Data Base; and, (5)
Marshall and Swift (monthly updated) Cost Manual. Entrepreneurial profit is a
necessary element in the motivation to construct improvements. In estimating any
accrued depreciation, the appraiser takes into consideration: age, condition,
functional utility, detrimental external factors, and any existing leases with
contract rent below fair market (economic) rent. The sum total of land costs,
direct improvement costs, indirect costs and entrepreneurial profit is the
estimated replacement cost new. Subtracting any required depreciation from the
replacement cost new indicates the value by the Cost Approach.

DIRECT COSTS

The estimated building cost per square foot replacement cost new in 1995 for the
subject improvements is derived from the Marshall Cost Data Service (and
comparable projects as a part of total costs) as calculated below:



                                              Class D,
                                           Average Quality
                                         Home for the Elderly
                                          (Sec. 11, Page 17)
                                         --------------------
                                                   
  Base Cost/SF                              $       54.16
  Sprinkler Adjustment                               1.20
  HVAC Adjustment                                   (1.20)
                                            -------------
                                            $       54.16

  Location Multiplier                       x        1.26
  Time Multiplier                           x        1.05

  Adjusted Base Cost/SF                     $       71.65

  Square Footage - GBA                      x      36,874
                                            -------------

  Adjusted Base Cost                        $   2,642,022
                                            =============


The indicated base rate for the replacement cost new per square foot in 1995 for
the existing improvements is $71.65. Our estimate of the base building cost on a
per square foot basis includes architectural and engineering fees, overall
construction financing cost and operational
   333
overhead. They do not include unusual construction and fixtures, loan points,
pre-marketing costs, furniture and city/public utility fees.

In addition to the adjusted base construction for the building improvements, an
allowance for furniture and equipment was included to arrive at total direct
construction costs of the development. The allowance for furniture and equipment
was estimated using an analysis of the Marshall Cost Manual allowance and
industry experience (as shown below) or $2,500 per unit ($237,500 for 95 units).

INDIRECT COSTS

Indirect Costs - In addition to these direct building costs, we have estimated
indirect costs at 7% of total direct building costs. Indirect costs include
legal/accounting/appraisal fees, loan fees, premarketing advertising and
promotion, city/public utility fees and a contingency fund.

The above estimates reflect a replacement cost new (without land or profit) of
$3,142,560 or $85.22 per square foot or $33,080 per unit. This is compared using
an overall reasonableness test (no specific adjustment is made) to other
recently built comparable congregate senior projects as follows:



                                                        Total             Total
                         No. of                        Cost/SF         Cost/Unit          FF&E
Project                  Units     Location          (w/o Land)*       (w/o Land)*        Unit
- -------                  ------    --------          -----------       -----------        ----
                                                                              
Sterling Court            149      San Mateo           $79.91           $84,117           $2,516
Park Ridge                 93      Vallejo             $79.40           $71,138           $2,688
Palm Court                100      Culver City         $97.41           $84,000           $3,000


*Includes FF&E, shown separately for comparison purposes.

The estimated replacement cost new for the subject is within the range of costs
incurred at these similar projects on a square foot basis, but much lower on a
per unit basis which is reconcilable given the subject's smaller units sizes,
more modest quality and all studio unit mix.

Finally, an entrepreneur or developer will typically expect to be compensated
for the time, money, and risk expended in bringing a project to a completed
income producing unit. Profit typically ranges from 10% to over 25% of the total
construction and land costs, depending on the type of property, anticipated
absorption or stabilization period, risk, and the size of the project. A modest
allocation of 10% for entrepreneurial profit or toward the bottom of the range
is considered appropriate for the subject given that the highest and best use of
the subject as vacant in 1995 is to probably develop a senior housing project
although this decision is not clear cut. The lesser affluence of the local
market and the competitive impact of Westborough Royale mute the project's
rent/profit potential as evidenced by the subject's higher SSI census.
   334
DEPRECIATION

Our site inspection noted no material physical curable, functional or economic
depreciation. We did, however, note the following form of depreciation.

Physical Incurable Depreciation - An amount for physical incurable depreciation
(or the normal wear and tear on improvements as they age) is appropriate
considering the subject's 20 year chronological and effective age, calculated as
follows:



                                                    Direct Building
                                                          Cost               FF&E
                                                    ---------------          ----
                                                                          
         Base Cost New                                 $2,642,022        $  237,500
         Plus:  Indirect Cost Allocation               x     1.07        x     1.07
         Plus:  Profit Allocation                      x     1.10        x     1.10
                                                       ----------        ----------

         Depreciable Base                              $3,109,660        $  279,538
         Depreciation Estimate (per MVS)                       30%               50%
                                                       ----------        ----------

         Total Physical Incurable Depreciation         $  932,898        $  139,769
                                                       ==========        ==========

                                                          Total          $1,072,667
                                                                         ==========


The depreciation percentages are based on our site inspection and Marshall
Valuation estimates considering the subject's current 20 year old effective age
(5 years for FF&E considering ongoing replacement) and 45 year old total
economic life (10 years for FF&E). Physical incurable depreciation must be
deducted from estimates of cost new to arrive at an as is valuation.

SUMMARY

Our estimate of value by the Cost Approach is summarized on the following page
with an indicated value conclusion as is, in July, 1995 of $3,350,134, called
$3,350,000.
   335




                                          RETIREMENT INN - DALY CITY

                                 COST APPROACH CALCULATION (CALCULATOR METHOD)



                                                                         
  Total Land Value (50,181 SF at $17.50/SF)                                    $   878,168

  Direct Building Costs
  ---------------------

  Building Cost                                              $ 2,642,022
  Furniture & Equipment
  (95 Units at $2,500/each)                                      237,500
                                                             -----------
  Total Direct Building Costs                                                  $ 2,879,522
                                                                               -----------

  Total Direct Building and Land Costs                                         $ 3,757,690

  Indirect Costs - 7%                                                          $   263,038
                                                                               -----------

  Total Construction and Land Costs                                            $ 4,020,728

  Plus Entrepreneurial Profit at 10%                                           $   402,073
                                                                               -----------

  Total Cost New (Including Land)                                              $ 4,422,801

  Less Depreciation

  Physical Curable                                                     0
  Physical Incurable                                         ($1,072,667)
  Functional Curable                                                   0
  Functional Incurable                                                 0
  External Obsolescence                                                0
                                                             -----------
  Total Depreciation                                                           ($1,072,667)

  Indicated Value, Cost Approach, As Is                                        $ 3,350,134
                                                                               ===========


                                                             Rounded to        $ 3,350,000





   336
                                 INCOME APPROACH

The Income Approach is based upon the economic principle that the value of a
property capable of producing real estate income is the present worth of
anticipated future net benefits. The net income projection is translated into a
present capital value indication using a capitalization process. There are
various methods of capitalization that are based on inherent assumptions
concerning the quality, durability, and pattern of the income projection.

Our Income Approach analysis applies an overall capitalization rate to the
subject's projected net income over the next 12 months. This method was
considered appropriate as the subject is currently operating at a stabilized
cash flow (occupancy and expenses). A discounted cash flow model was not
considered of primary usefulness in valuing the subject for the following
reasons:

1)       buyers of properties like the subject typically do not use discounted
         cash flow analyses;

2)       because the subject is a stabilized property, a discounted cash flow
         model would simply be inflating revenues and expenses at a fixed rate
         and then canceling out the inflation estimate using an appropriate
         discount rate. In other words, if properly applied, a discounted cash
         flow analysis would arrive at the same value estimate as applying an
         overall capitalization rate methodology.

Net income is calculated by subtracting a vacancy and credit allowance and all
fixed and operating expenses from the indicated gross income. The methods
utilized to estimate gross income, vacancy, expenses and an overall
capitalization rate are discussed in detail in the following paragraphs.

PROJECTION PERIOD

In our analysis of the subject's net income, we have utilized a projection
period of 12 months (7/95 to 6/96) which reflects a stabilized cash flow and
occupancy level. Based on this premise, the owner of the property will enjoy the
net proceeds of sale (reversion) at July, 1995 based on the projected July, 1995
to June, 1996 net income. The theory is that the investor purchasing the
property in July, 1995 would be more interested in the anticipated net income in
their first year of ownership than they would be in the previous year's income
prior to their ownership.

POTENTIAL GROSS ANNUAL INCOME

In estimating the potential gross annual income for the subject property over
the projection period, we have reviewed the current rent roll and prepared our
own survey of the properties considered to be most competitive and comparable to
the subject. This survey was presented in the Market Analysis section of this
appraisal and summarized on a following page.

The operators of the subject property have achieved the rental census and
occupancy as summarized on the following page. The June, 1995 census reveals an
occupancy of 92.6% or 100 beds out of a maximum current configuration of 108
beds.
   337




                           RETIREMENT INN - DALY CITY

                    SUMMARY OF SUBJECT RENT CENSUS at 6/21/95



                                   Private-Studio     Semi-Private        SSI
                                      (Units)            (Beds)          (Beds)             Total
                                   --------------     ------------       ------             -----
                                                                                    
Number Units/Beds - Rented              76                  6              18               100 (92.6%)
Rent Range                          $837-$1,495           $775          $671-$691        $671-$1,495
Rent Average                          $1,126              $775            $690             $1,026

Potential Total Rent-Rented          $1,026,480          $55,800        $149,016         $1,231,296


Number Units/Beds - Vacant (1)           6                  1               1                 8 (7.4%)
Rent Range                         $1,200-$1,495          $775            $691           $691-$1,495
Rent Average                          $1,283              $775            $691              $1,145

Total Potential Rent-Vacant           $92,340            $9,300           $8,292            $109,932


Total Units/Beds                        82                  7              19               108 (100%)
Gross Potential Rent-Total           $1,118,820          $65,100        $157,308         $1,341,228
Per Unit/Bed                          $1,137              $775            $690              $1,035


NOTES:

(1)   Vacant units include:

      Private - Units 112, 113, 116, 209, 211, 216 (6 units);

      Semiprivate Studio - Beds 103, 234, (2 beds), allocated to SSI in ratio of
      currently leased beds.
   338
Our review of the subject's rent roll revealed a relatively variable range of
rentals with several units having different rents. Discussions with the current
operator noted that individual monthly rents were a function of the unit
location, when the resident entered the subject and negotiation of the rent when
entered. The subject operator noted that approximately 26 of the subject's
studio units are currently being used as 13 "suites". The total rents collected
on these units has been included in our rent census as two studio units. The
operator has also noted their long term goal of not offering the suite option
(two adjoining studios) to prospective residents as the rent collected for two
separate units is higher than the rent for one suite unit (assuming they can be
filled). All SSI rents are fixed by governmental agency at $691 per month and
not market determined.

The comparison of the subject rents (with and without the average assisted
living surcharge) to the market area projects surveyed accumulates the monthly
rental of all facilities, the average of the 10 projects surveyed and the most
comparable projects to the existing Retirement Inn - Daly City. Of the projects
surveyed, Comparable Nos. 1 - Westborough Royale, 5 - Greenhills and 6 -
Retirement Inn - Burlingame would be most similar to the subject in age, scale,
amenities, quality and unit mix.

Overall, the subject's private room rents (with and without the assisted living
surcharge) are generally at the low end of the range of the most comparable
properties and below the average (for both congregate and assisted living) of
all facilities. The subject's congregate studio rents are well below the average
of all projects surveyed (about 28%). Congregate semiprivate living is generally
not offered at other projects with the exception being the subject's sister
facility Retirement Inn - Burlingame. The subject's average assisted living
rents are within the overall range, although they are below the most comparable
properties and the average (about 40%). Because the subject offers a la carte
pricing for its assisted living amenities, residents can effectively choose
their rent level (the assisted living surcharge) as their living assistance
needs vary or change.

In our opinion, the most compelling evidence that the subject's rents are market
rents (and not above or below) is the subject's recent occupancy history and its
current occupancy, which is 93% at the current rents. In our opinion, the
subject's much lower assisted living rents and the higher SSI census have been a
factor in keeping occupancy above the 90% level. The subject's lower rents are
appropriate for its Daly City location and the overall older age, condition,
shared baths configuration in most units and limited unit mix of the subject.

Therefore, given the above discussion, in our opinion, the subject's current
monthly average rents represent market rental rates and are used in our pro
forma estimate of income and expenses shown on a following page. All subject
rents (the average per unit/bed type noted above) are forecast to increase 2%
during the 7/95 to 6/96 projection period, reflecting market conditions and the
subject's history. The 2% estimate in the next 12 months represents an average
4% rent increase applied at each resident's move-in anniversary date which are
assumed to occur evenly over the next 12 months. SSI rates are conservatively
forecasted to remain at current levels in the next 12 months. Our cash flow
estimates are shown gross or before a vacancy and collection factor.
   339
                           RETIREMENT INN - DALY CITY
                            COMPARATIVE RENT ANALYSIS

                ACLF - CONGREGATE RENTS



                                Private - Studio
                     -----------------------------------------
                     Comp. No.                    Monthly Rent
                     ---------                    ------------
                                               
                        4                        $1,360-$1,940
                        5*                       $1,100-$1,700
                        6*                       $1,350-$1,450
                        7                        $1,600-$1,700
                        8                        $1,700-$2,040
                        9                           $1,795
                        
             Range                               $1,100-$2,040
             Average                                $1,628


AL - ASSISTED LIVING RENTS



                Private (Studio)                         Semi-Private
           ------------------------------          -----------------------------
           Comp. No.         Monthly Rent          Comp. No.        Monthly Rent
           ---------         ------------          ---------        ------------
                                                           
              1*               $1,500                 1*               $850
              2                $3,300                 2               $2,100
              3                $3,000                 3               $2,000
              4             $1,460-$2,240             6*           $1,000-$1,850
              5*               $1,965                      
              6*            $1,500-$2,450
              7             $2,700-$2,965
              8             $1,765-$3,140
              9             $2,045-$2,795
             10             $2,000-$2,300
                     
      Range                 $1,460-$3,300                           $850-$2,100
      Average                  $2,345                                 $1,594




                                       Private - Studio            Semi-Private
                                       ----------------            ------------
                                                              
      Subject Rented Beds -
       Subject Range                     $837-$1,495                  $775
       Subject Average                  $1,126/$1,446**            $775/$1,095**
                                          (76 Units)                 (6 Beds)

      Subject Vacant Beds -
       Subject Range                    $1,200-$1,495                 $775
       Subject Average                  $1,283/$1,603**            $775/$1,095**
                                           (6 Units)                 (1 Bed)


*Comparable Nos. 1 - Westborough Royale; 5 - Greenhills Retirement and 6 -
Retirement Inn - Burlingame are most similar to the subject.

**Includes average assisted living surcharge of $320 per month.
   340
The above rents are base rents for unlicensed congregate living services. This
rent does not include assisted living surcharges which are billed to residents
on an a la carte basis. Currently, the subject charges for these extra amenities
on a case by case basis with an approximate average of $320 extra per month for
medication monitoring, help with bathing and doing personal laundry. Currently,
about 25 residents pay for living assistance at an approximate average of $312
extra rent per month. Our cash flow projections for the subject estimate a
stabilized 26% gross utilization (28 beds gross) of assisted living amenities at
stabilization, calculating to the following gross assisted living surcharge
income:



                           Avg. Surcharge/            Resident               Projected
         Period               Month/Bed              Utilization          Annual Income
         ------            ---------------           -----------          -------------
                                                                         
         at 6/95                 $312                  25 (net)                  -

         at 7/95 to 6/96         $320                  28 (gross)             $107,520


In addition to total potential gross room revenue, we have included
miscellaneous income at 1.5% of effective gross rental income reflecting
historical receipts for guest meals, processing fees, extra services to
residents, and beauty shop income.

VACANCY AND COLLECTION LOSSES

Our cash flow projections deduct a total vacancy and collection loss in the
stabilized projection period as follows:



                                              Average                   Average
                                             Occupancy                  Vacancy
                                             ---------                  -------
                                                                    
             As Is at 6/95                      92.6%                     7.4%

             7/95 to 6/96 (Stabilization)      93.0%                     7.0%


The above estimate of stabilized occupancy/vacancy is meant to incorporate 100.4
residents or an occupancy/vacancy of 93.0% (100.4/108). This conclusion is very
close to the current occupancy (100 beds). The projected stabilized vacancy
factor reflects the subject's occupancy history and current occupancy,
discussions with the current operator, the subject's competitive position and
local market conditions as reflected in the occupancies at similar projects in
the market. The subject's market position (lower rents in a less affluent
market), age and condition and larger number of small units mitigate against a
lower stabilized vacancy estimate (or higher occupancy).

OPERATING EXPENSES

In determining pro forma estimates of operating expenses, we have primarily
relied on the specific expense histories (1993, 1994, 1/95 to 4/95 annualized)
and budget (1995) of the subject property as summarized on the following page
and the experience at comparable projects. The expenses enumerated below would
be those of a typical operator at the subject. We have summarized our expense
estimates as follows:
   341
                           RETIREMENT INN - DALY CITY
                          HISTORICAL INCOME AND EXPENSE



                                                    Historical                               Operator
                                                            4 Months                           Goal
                            Year Ending     Year Ending      Ending          1995             Budget
Revenues                       12/93           12/94        4/30/95       Annualized           1995
- --------                    -----------     -----------     --------      ----------         --------
                                                                                    
  Rental Income             $ 1,007,693     $ 1,167,966     $ 396,299     $ 1,188,897       $1,294,739
  Assisted Living Income         71,111          88,795        41,796         125,388          136,200
  Non-Operating Revenue     $    14,816     $    15,635     $   9,237     $    27,711       $   17,192
                            -----------     -----------     ---------     -----------       ----------

  Total Revenues            $ 1,093,620     $ 1,272,396     $ 447,332     $ 1,341,996       $1,448,131

  Expenses (1)

  Real Estate Taxes         $    33,650     $    33,618        (2)             (2)          $   35,264
  Insurance                      13,358          14,648        (2)             (2)              15,660
  G&A                            11,363          27,415        (2)             (2)              25,675
  Utilities                      74,830          86,722        (2)             (2)              84,660
  Payroll/Benefits              445,359         469,299        (2)             (2)             474,335
  Maintenance                    25,872          28,588        (2)             (2)              29,340
  Activities                     10,321           9,963        (2)             (2)              10,359
  Marketing                      13,947          12,501        (2)             (2)              13,400
  Laundry & Linen                 6,839           7,306        (2)             (2)               9,784
  Dietary                       119,855         125,372        (2)             (2)             131,401
  Supplies                       30,243          32,172        (2)             (2)              30,673
                            -----------     -----------     ---------     -----------       ----------

  Total Operating Expense   $   785,637     $   847,604     $ 309,993     $   929,979(3)    $  860,551
                                  (71.8%)         (66.6%)       (69.3%)         (69.3%)          (59.4%)

  Net Operating Income      $   307,983     $   424,792     $ 137,339     $   412,017       $  587,580
                            ===========     ===========     =========     ===========       ==========


NOTES:

(1)  Does not include management fee or replacement reserves.

(2)  Detail not available.

(3)  Includes approximately $25,000 in nonrecurring capital expenditures.
   342
Real Estate Taxes - Real estate taxes are estimated to reflect an assumed sale
of the subject property and a reassessment at current market rates at July, 1995
($3,025,000 times the tax rate of 1.00% plus approximately $12,854 in direct
assessments). This real estate tax expense reflects taxes that would have to be
incurred by a buyer of the subject wherein the subject would be reassessed to
market value;

Insurance - estimated at 1.0% of effective gross income, reflecting typical
charges for liability/fire insurance, historical costs incurred, and the fixed
nature of this expense;

Management - estimated at 5% of effective gross income reflecting the current
typical or average industry charge which would be appropriate for the subject
considering its average complexity of operation;

General and Administrative - estimated at 12% of effective gross income;
representing additional on site costs incurred to manage the subject including
salaries and benefits for the administrator and assistants and all miscellaneous
costs to operate the subject (office supplies, miscellaneous rentals);

Utilities - estimated at 6.5% of effective gross income, which is consistent
with historical costs incurred. Includes all common area and unit utility costs
(telephone, electric, gas, water, sewer);

Maintenance - estimated at 4% of effective gross income, including all
maintenance/security salary and supplies (including land maintenance and pest
control), derived from historical expenses;

Activities/Transportation - all social/recreational service costs including
salaries and supplies (including van service) are estimated at 3% of effective
gross income;

Marketing - all advertising, marketing and sales expenses are estimated at 2% of
effective gross income. This allocation is higher than historical costs but
reflects the costs to a typical operator and the competitive local market;

Housekeeping - estimated at 6% of effective gross income to include salaries,
supplies, for both an internal laundry and linen service and housekeeping and
consistent with historical costs incurred;

Dietary - estimated at anticipated dietary costs to a typical operator or $9.00
per day per resident (100.4 occupied beds x $9.50/day x 365 days). This estimate
includes all dietary related salaries and benefits and cost of food. These
estimates are within current industry averages and historical costs incurred;

Personal Care - estimated at 5.0% of effective gross income to include all
salaries and supplies necessary to provide assisted living services to
approximately 26% of the residents (about $7.32 per resident day for 26
residents);
   343
Replacement Reserve - estimated at 15% of the estimated furniture and equipment
cost new ($237,500 or $2,500 per unit) to include the annual reserve necessary
to replace furniture and equipment and other short lived capital items
(carpeting, painting). The stabilized estimate of $35,625 is equal to 2.6% of
the estimate effective gross income.

As shown, total stabilized expenses (not including management fees and reserves)
to a typical operator accumulate to 66.4% of effective gross income or $9,177
per occupied bed (100.4 beds). This percentage of income is slightly higher than
typical because of the subject's larger number of smaller units and significant
SSI census. A comparison to similar congregate/assisted living properties before
management fees and reserves illustrates the following:



                                                                                                     Inflated
                                                        Stabilized               Per                 to 1995
                                  Location            Expense Ratio          Resident/Yr.            at 4%/Yr.
                                  --------            -------------          ------------            ---------
                                                                                             
10 ARV Properties                California               61.7%             $ 9,782 (1994)           $10,173

13 Angeles
  Housing Properties             National                 56.6%             $ 8,966 (1993)           $ 9,698

Greenhills                       Millbrae                 55.7%             $ 8,234 (1992)           $ 9,262
Meadows                          Napa                     56.3%             $ 8,418 (1992)           $ 9,469
Country Inn                      Fremont                  52.5%             $ 7,718 (1992)           $ 8,682
Westmont                         Santa Clara              57.7%             $ 9,520 (1992)           $10,296
Canyon Hills Club                Anaheim                  61.2%             $11,918 (1994)           $12,395
Courtyard                        San Marcos               51.6%             $ 9,181 (1993)           $ 9,930

6 Facility Averages                                       55.8%                                      $10,006

Subject - 1993 Historical                                 71.8%             $ 8,729
Subject - 1994 Historical                                 66.6%             $ 8,649
Subject - 1/95 to 4/95 Annualized                         69.3%             $ 9,300
Subject - 1995 Budget                                     59.4%             $ 8,606

Subject Projected (7/95 to 6/96)                          66.4%                                      $ 9,177



As illustrated, the projected expenses for the subject are below the average of
the expense histories of the projects listed above and below the averages of 10
other ARV facilities on a dollars per bed basis. The subject will always have
slightly higher expenses on a percentage of income basis because of its lower
revenue base (smaller units, SSI census) and lower on a per patient basis due to
the location within a market area of lower operating costs/rents, lower assisted
living utilization, more modest quality and common areas and slightly lower
semiprivate census. Our projections consider the experience at the comparable
properties and historical costs incurred.
   344
On the following page, we have illustrated average annual operating costs per
unit as accumulated in a recent national survey of operating expenses for
various types of senior facilities including assisted living. The survey
indicated a median annual cost per unit of $10,577 before management fees
($11,541 total less $964 in management fees). This compares to our per unit
estimate for the subject of $9,698 ($921,336/95) in the next 12 months.

Finally, a reconciliation of our adjusted period one (7/95 to 6/96) projected
expenses to 1995 actual annualized expenses illustrates the following:


                                                                       
  Actual Total Expenses (1995 Annualized)                         $   904,979
  (adjusted for nonrecurring expenditures - $25,000)              ===========

  Operator Budget (1995)                                          $   860,551
                                                                  ===========

  Projected Total Expenses Per SLVS (7/95 to 6/96)                $ 1,026,381

  Less:  Management Fees                                          $   (69,420)
  Less:  Replacement Reserves                                     $   (35,625)
                                                                  -----------

  Adjusted Projected Total Expenses (7/95 to 6/96)                $   921,336
                                                                  ===========

  Difference
      (over 1995 actual annualized, reflects inflation)                 +1.8%
      (over 1995 budget, reflects inflation, less
        assisted living utilization)                                    +7.1%


CAPITALIZATION PROCESS

Because Retirement Inn - Daly City is being appraised as of July, 1995 wherein
it has reached a stabilized cash flow, we have utilized a procedure where the
stabilized net income for the period of July, 1995 to June, 1996 is capitalized
at a rate of 12.0% to get an indicated total property value at July, 1995. This
calculation is shown on a following page.

We have been involved in the analysis and valuation of numerous retirement
facilities around California which have generally exhibited overall
capitalization rates ranging from 11% to 15%. These are illustrated in sales of
comparable facilities in the Sales Comparison Approach of this report and are
summarized as follows:
   345


                  Comparable                         Indicated
Sale No.           Property                           Cap Rate
- --------          ----------                         ---------
                                                 
  1             Oak Tree Villa                         12.3%
  2             El Camino Gardens                      11.2%
  3             Casa Sandoval                           9.0%
  4             Lomita Lodge                           12.2%
  5             Carson Oaks                            12.4%
  6             Park Ridge                             11.3%

                Range                                9.0%-12.4%
                Average                                11.4%

 25 Facility Average                                   12.5%


In April, 1995, Senior Living Valuation Services, Inc. conducted the second
annual survey of close to 300 participants in the senior housing industry
regarding their investment criteria or perception of criteria used in evaluating
different types of senior housing properties. The investment criteria survey
polled included capitalization rates, discount rates and returns on equity. A
copy of this survey is provided in the Addenda of this report. The survey
indicated a capitalization rate range of 9% to 16% and an average of 12.1% for
assisted living facilities. Though the survey is not definitive, it does provide
some market evidence of the investment criteria being used (or perceived to be
used) by industry professionals.

Another method of estimating a capitalization rate is the band of investment
weighted average technique. If the available mortgage terms are known, the debt
service or mortgage constant can be calculated, and if the equity dividend rate
required to attract equity capital is known or can be estimated, the overall
rate applicable in direct capitalization can be computed. Available mortgage
terms are 70% of value at 10.0% interest with an amortization term of 20 years
reflects market terms based on our experience of specific financing transactions
and recent national surveys of financing parameters for senior housing
properties. Based on these terms, the mortgage constant is .1158. The equity
dividend rate required to attract equity capital for properties similar to the
subject is approximately 15%. The indicated overall capitalization rate using
this approach is:

                               Band of Investment



                           Portion                               Weighted
                           of Value          Rate              Contribution
                           --------          ----              ------------
                                                           
 Mortgage                  0.70  x        .1158                   .0811
 Equity                    0.30  x        .15                     .0450
                                                                  -----
                                                              
                           1.0   x        Overall Rate            .1261
                                                              
                                          OAR                     12.61%

   346
These sources of capitalization rates can be summarized as follows:



                                                  Indicated
                                                  Cap Rates
                                                  ---------
                                                    
       6 Detailed Sales                             11.25%
       25 Statewide Sales                           12.5%
       SLVS Investment Survey                       12.1%
       Band of Investment                           12.61%


Based upon the current characteristics of the subject, namely, its overall
slightly below average cash flow risk as reflected in its stable occupancy
(about 93%) and cash flow (including a higher SSI census) and the long term
potential offered by uncoupling current suite units into higher rent separate
studios and conversely, considering the subject's older age, less favorable
shared bath room and more limited unit mix, the impact of a nearby formidable
competitor and less affluent market area, we have concluded that 12.0% or toward
the middle portion of the approximate range is an appropriate capitalization
rate for the subject property.

SUMMARY

Our estimate of value by the Income Approach is summarized on the following page
and produces an indicated value for the subject property as is, at July 13, 1995
of $3,018,800, rounded to $3,025,000 ($31,842/unit).
   347
                           RETIREMENT INN - DALY CITY
                    PRO FORMA INCOME/EXPENSE & CAPITALIZATION



                                                                            Projected
                                                                           Stabilized
                                                                           (7/95-6/96)
                                                                           -----------
                                                                               
Average Occupancy (All Beds)                                                     93.0% (100.4 Beds)
Average Net Rental (All Beds)                                              $    1,053

Potential Gross Rent Income -

  Studio Private - 82 Units at $1,160/Mo. Avg.                             $1,141,184
  Semiprivate - 7 Beds at $791/Mo. Avg.                                        66,402
  SSI - 19 Beds at $690/Mo. Avg.                                           $  157,320
                                                                           ----------

Potential Gross Rent Income                                                $1,364,906

Plus:  Assisted Living Surcharges (28 Beds at $320/mo.)                    $  107,520
Plus:  Miscellaneous Income (1.5% of PGRI)                                 $   20,474
                                                                           ----------

Potential Gross Income                                                     $1,492,900

Less:  Stabilized Vacancy & Collection Losses - 7%                         $ (104,503)
                                                                           ----------

Effective Gross Income                                                     $1,388,397

Expenses -                                   % of EGI
                                             --------
  Real Estate Taxes                               -                        $   43,104
  Insurance                                     1.0%                           13,884
  Management                                    5.0%                           69,420
  G&A                                          12.0%                          166,608
  Utilities                                     6.5%                           90,246
  Maintenance                                   4.0%                           55,536
  Activity & Trans.                             3.0%                           41,652
  Marketing                                     2.0%                           27,768
  Housekeeping                                  6.0%                           83,304
  Dietary                                    $9.00/PRD                        329,814
  Personal Care                                 5.0%                           69,420
  Replacement Reserves                            -                        $   35,625
                                                                           ----------
Total Expenses                                                             $1,026,381
                                                                              (73.9%)

Stabilized Net Operating Income                                            $  362,016
Capitalization Rate                                                               .12
                                                                           ----------

Capitalized Value                                                          $3,018,800
                                                                           ==========

                                                  Called                   $3,025,000

                                                  Per Unit                 $   31,842

   348
                            SALES COMPARISON APPROACH

The Sales Comparison Approach is a method of comparing the subject property to
recent sales and/or listings of similar types of properties located in the
subject or competing areas. Each of these sales must be analyzed to establish
estimate elements of comparability. The reliability of this technique depends on
1) the degree of comparability between the subject and the sales properties; 2)
the length of time since the sales were consummated; 3) the accuracy of the
sales data; and, 4) the absence of unusual conditions affecting the sale.

On the following page, we have included 25 sales of congregate senior housing
properties which can be considered somewhat similar to the subject. The purpose
of including this listing is to provide the reader with some context of western
US senior housing sales beyond those specifically discussed below. This
additional information can be helpful because of the special purpose nature and
general illiquidity of the senior housing market. Some of the sales in the last
18 months represent REO's. Some project buyers present in today's market are
still "bottom fishing" where distressed properties can be purchased at
substantial discounts from replacement cost. However, these buyers have a
shrinking supply of properties available to choose from. This has resulted in an
overall trend of decreasing cap rates (higher sale prices). Those more recent
transactions considered most comparable to the subject are summarized on the
following page and discussed in greater detail in the Addenda of this report.
The sale prices noted below are discussed and reported on a sale price per unit
(total going concern) basis.

Comparable Sale No. 1 is Oak Tree Villa in Scotts Valley which just recently
sold in June, 1995 for $11,900,000 or $58,900 per unit. The 202
congregate/assisted living project, built in 1988 was only 72% occupied at the
date of sale with an indicated cap rate at a full occupancy of 12.3%. The
project has a high quality physical plant although it is located in a relatively
less densely populated area (20 mile south of Silicon Valley; about 5 miles
north of Santa Cruz). 20% of the units of this project are allocated to low
income (HUD) residents.

Comparable Sale No. 2 is El Camino Gardens in Carmichael which sold in May, 1995
for a contracted price of $9,350,000. An estimated $650,000 in deferred
maintenance makes the effective sale price of the project approximately
$10,000,000 or $34,965 per unit. This 286 ACLF/112 ALF, 1984 built project, was
82% occupied at the time of sale and has an average physical plant. The property
had an estimate cap rate at a stabilized occupancy of 11.2%. The property was
purchased by entities affiliated with the subject owner (ARV Housing). The lower
cap rate of this sale is partially explained by the buyer's plans to
substantially upgrade the property in order to increase the assisted living
census.

Comparable Sale No. 3 is the February, 1995 sale of Casa Sandoval which sold at
auction for $15,000,000 or $63,205 per unit. The 1989 built, Hayward project
includes 238 total units. The property was only 81% occupied at the sale date,
reflecting a slightly forced sale due to the financial difficulties of the prior
owner. The property was underperforming at the date of sale and the buyer plans
an aggressive conversion of many units of the project to assisted living. The
overall quality of this project is average despite its newness. The indicated
cap rate of the sale has been estimated at a low 9.0% at a stabilized occupancy
(before consideration of any assisted living conversion).
   349
                 WESTERN US ACLF/AL SENIOR HOUSING SALES SUMMARY

                                 LAST 24 MONTHS


                                                                             Gross      Expense            Sale
                                                                              Inc.       Ratio             Price
No.         Facility Name             Location            Age    Units     $/Unit/Mo     (%)     Date      (000)       $/Unit 
- ---   -----------------------   ------------------       -----   -----     ---------   -------   ----     -------     --------

                                                                                              
  1.  The Highlander            Seattle, WA               1979     121      $1,066      55.0%     6/93     $ 5,200     $41,322

  2.  Almond Avenue             Orangevale, CA            1987      39      $1,598      65.2%     7/93     $ 2,100     $53,864

  3.  Summerfield               Tigard, OR                1980     155      $1,100      60.0%     8/93     $ 6,550     $42,532

  4.  Renton Villa              Renton, WA                1983      78      $1,366      66.7%     8/93     $ 3,000     $38,462

  5.  Sherwood Villa            Tacoma, WA                1981      98      $1,328      69.0%     8/93     $ 2,800     $28,571

  6.  Celeste Villa             Modesto, CA               1975      81      $1,080      72.5%    10/93     $ 1,900     $23,457

  7.  Springs of Napa           Napa, CA                  1986     102      $1,332      55.0%    11/93     $ 6,300     $61,765

  8.  Summerhill                Puyallup, WA              1987      96      $1,241      59.4%     2/94     $ 5,500     $57,292

  9.  Chula Vista Inn           Chula Vista, CA           1975     112      $1,034      75.0%     6/94     $ 2,675     $23,884

 10.  Villa San Marcos          San Marcos, CA            1986     100      $1,191      65.0%     6/94     $ 3,951     $39,510

 11.  Camlu                     Phoenix, AZ               1979      88      $1,153      65.0%     6/94     $ 3,800     $43,182

 12.  Gold Star Manor           Fullerton, CA             1985      80      $1,146      70.0%     6/94     $ 2,880     $36,000

 13.  Hacienda de Monterey      Palm Desert, CA           1989     180      $1,813      65.8%     7/94     $ 7,250     $40,278

 14.  Park Ridge                Vallejo, CA               1991      93      $1,632      60.0%     7/94     $ 5,785     $62,204

 15.  Carson Oaks               Stockton, CA              1989      76      $1,462      60.0%     7/94     $ 4,200     $55,263

 16.  Villa Ocotillo            Scottsdale, AZ            1973     102      $1,242      60.0%     9/94     $ 3,500     $34,314

 17.  Lomita Lodge              Ojai, CA                  1970      26      $1,999      75.0%    12/94     $ 1,350     $51,923

 18.  Brea Residential          Brea, CA                  1990      98      $1,377      67.0%     1/95     $ 4,800     $48,980

 19.  Whittier Retirement       Whittier, CA              1973      72      $1,187      67.0%     1/95     $ 2,875     $39,937

 20.  Canyon Hills Club         Anaheim, CA               1989     212      $1,661      67.1%     2/95     $13,450     $63,443

 21.  Casa Sandoval             Hayward, CA               1989     238      $1,346      65.0%     2/95     $15,000     $63,025

 22.  Valley Crest              Apple Valley, CA          1985      37      $1,600      65.0%     2/95     $ 2,200     $59,459

 23.  Amaryllis Court           Anaheim, CA               1969      33      $1,391      75.0%     3/95     $ 1,150     $34,848

 24.  Fulton Villa              Stockton, CA              1973      76      $  763      72.1%     3/95     $ 1,450     $19,079

 25.  Oak Tree Villa            Scotts Valley, CA         1988     202      $1,399      56.8%     6/95     $11,900     $58,911


      Low                                                 1969      26      $  763      55.0%              $ 1,150     $19,079

      High                                                1991     238      $1,999      75.0%              $15,000     $63,443

      Low  (minus 2 lowest)                               1973      37      $1,066      56.8%              $ 1,450     $23,884

      High (minus 2 highest)                              1982     104      $1,340      65.3%              $11,900     $62,204

      Average:                                            1983     110      $1,330      64.9%              $ 4,863     $44,860






No.         Facility Name             Location          OAR         $/SF      GIM
- ---   -------------------------- ------------------   --------    --------    ---

                                                                
  1.  The Highlander            Seattle, WA            13.4%        $52.73    3.36

  2.  Almond Avenue             Orangevale, CA         12.4%        $57.00    2.81

  3.  Summerfield               Tigard, OR             13.2%        $80.84    3.20

  4.  Renton Villa              Renton, WA             14.2%        $46.51    2.35

  5.  Sherwood Villa            Tacoma, WA             17.3%        $45.67    1.79

  6.  Celeste Villa             Modesto, CA            13.7%        $32.75    1.81

  7.  Springs of Napa           Napa, CA               11.7%        $69.23    3.86

  8.  Summerhill                Puyallup, WA           10.5%        $62.74    4.40

  9.  Chula Vista Inn           Chula Vista, CA        13.0%        $41.10    1.92

 10.  Villa San Marcos          San Marcos, CA         12.7%        $73.17    2.76

 11.  Camlu                     Phoenix, AZ            11.2%        $83.66    3.12

 12.  Gold Star Manor           Fullerton, CA          11.5%       $128.34    2.62

 13.  Hacienda de Monterey      Palm Desert, CA        18.5%        $41.36    1.85

 14.  Park Ridge                Vallejo, CA            11.3%        $68.10    3.54

 15.  Carson Oaks               Stockton, CA           12.4%        $66.95    3.23

 16.  Villa Ocotillo            Scottsdale, AZ         14.9%        $43.34    2.30

 17.  Lomita Lodge              Ojai, CA               12.2%       $135.00    2.06

 18.  Brea Residential          Brea, CA               11.1%        $84.24    2.96

 19.  Whittier Retirement       Whittier, CA           11.8%        $75.16    2.80

 20.  Canyon Hills Club         Anaheim, CA            10.3%        $65.92    3.18

 21.  Casa Sandoval             Hayward, CA             9.0%        $69.23    3.90

 22.  Valley Crest              Apple Valley, CA       11.3%       $118.71    3.10

 23.  Amaryllis Court           Anaheim, CA            11.0%        $71.72    2.09

 24.  Fulton Villa              Stockton, CA           11.5%        $25.29    2.08

 25.  Oak Tree Villa            Scotts Valley, CA      12.3%        $69.18    3.51


      Low                                               9.0%       $32.75      1.79

      High                                             18.5%      $135.00      4.40

      Low  (minus 2 lowest)                            10.5%       $41.36      1.85

      High (minus 2 highest)                           14.9%      $118.71      3.86

      Average:                                         12.5%       $68.72      2.82




   350
                           RETIREMENT INN - DALY CITY
                            COMPARABLE IMPROVED SALES



                                                                                                                   Indicated
                                   Age/No.      Sale                        Price/        Sale      Occupancy       Overall
No.     Name/Location              of Units     Date       Sale Price        Unit       Price/SF     at Sale          Rate
- ---     -------------              --------     ----       ----------       -----       --------    ---------       --------
                                                                                            
1.      Oak Tree Villa              1988/       6/95       $11,900,000     $58,911      $ 69.19        72%          12.3% (1)
        100 Lockwood Lane           202                                                   
        Scotts Valley, CA                                                                 
                                                                                          
2.      El Camino Gardens           1984/       5/95       $10,000,000     $34,965      $ 62.19        82%          11.2% (1)
        2426 Garfield               286                                                   
        Carmichael, CA                                                                    
                                                                                          
3.      Casa Sandoval               1989/       2/95       $15,000,000     $63,025      $ 69.23        81%           9.0% (1)
        1200 Russell Way            238                                                  
        Hayward, CA                                                                   
                                                                                      
4.      Lomita Lodge               1970's/     12/94       $ 1,350,000     $51,923      $135.00        81%          12.2% (1)
        225 N. Lomita                26                                               
        Ojai, CA                                                                      
                                                                                      
5.      Carson Oaks                 1989/       7/94       $ 4,200,000     $55,263      $ 66.95        95%          12.4%
        6725 Inglewood Avenue        76                                                   
        Stockton, CA                                                                      
                                                                                          
6.      Park Ridge                  1991/       7/94       $ 5,785,000     $62,204      $ 68.10        55%          11.3% (1)
        2261 Tuolumne                93                                                 
        Vallejo, CA


        (1)  Estimated at 92% occupancy
   351
Comparable Sale No. 4 is the December, 1994 sale of Lomita Lodge, a small
assisted living project located in Ojai. The 26 unit project sold for $1,350,000
or $51,923 per unit. The property was originally built in the 1940's and
expanded in the 1970's. The project has high rents but was only 81% occupied at
the date of sale. The indicated cap rate at a stabilized occupancy is 12.2%.

Comparable Sale No. 5 is the July, 1994 sale of Carson Oaks, a 76 unit
congregate senior project located in Stockton (bought by the same buyer as
Comparable No. 1). Stockton is a Central Valley community with an overall
affluence below Livermore. The 1989 built project was purchased for $4,200,000
or $55,263 per unit. The project was 95% occupied at the date of sale. This
project has an overall average to above quality, a weak location (behind a
shopping mall) and can be considered a middle to upper middle market project.
The sale price suggested an estimated capitalization rate of 12.4%.

Comparable Sale No. 6 is the Park Ridge in Vallejo which sold in July, 1994 for
$5,785,000 or $62,204 per unit. The 93 ACLF (including 14 licensed assisted
living beds) is a recently built (1991), modern project in a generally less
affluent Bay Area suburb. The project was only 55% occupied at the date of sale
and has had a very difficult time leasing. The property could be considered
mildly distressed. This is attributable to several factors including a crowded
local competitive market, a weak real estate market and the project possibly
being too high end for its market. The indicated overall capitalization rate of
this sale at a stabilized 92% occupancy is estimated at 11.3%.

The comparables described above indicate unit values of between $34,965 per unit
to $63,025 per unit before adjustments. Overall, in reviewing these sales for
comparability to the subject, we observed significant differences. Most notably,
differences in location, physical plant, occupancy, and unit mix make direct and
precise comparison to the subject property difficult. Therefore, in our opinion,
the overall degree of comparability of these sales to the subject is only fair.
Nevertheless, after the adjustments described below, these comparables should
provide approximate parameters for an indicated value of the subject property.

The first adjustment to the comparable sales (the yet to stabilize Sale Nos. 1,
3, 4 and 6) reflects the difference in the stabilized occupancy of the
comparables at their date of sale to the as is 93% occupancy of the subject. The
amount of the adjustment is interpolated assuming an approximate 20% to 30%
difference in value between an empty project and one that is stabilized.

On a following page, we have also adjusted each of the comparable sales for the
difference in the ratio of net income per the total number of units. These
adjustments should provide an approximate value range from the subject. We have
adjusted each comparable by the ratio of the estimated stabilized net income per
unit of the subject ($3,811) to the net income per unit of the comparables. This
ratio should theoretically reflect differences in stabilized occupancy, location
and quality (through rents), unit mix and operating efficiencies (through
expenses).

As illustrated, after adjustment, these sales indicate a value range for the
subject of $30,947 per unit to $38,629 per unit (less the outlying Sale No. 3).
This range provides approximate parameters for a value indication for the
subject. In our opinion, given the above adjustments,
   352
the indicated value of the subject as is in July, 1995 is between $30,947 to
$38,629 per unit, calculating to a total indicated fee simple value using a
Sales Comparison Approach of $2,939,965 ($30,947/unit x 95 units) to $3,669,755
($38,629/unit x 95 units), rounded to $2,950,000 to $3,675,000.

As described in the Reconciliation and Conclusion section of this appraisal, due
to significant differences in location, occupancy, quality and amenities
package, our final value conclusion does not place great weight on this value
estimate reflecting the general lack of comparability, large adjustments and
wide range of indicated values.
   353
                           RETIREMENT INN - DALY CITY
                      COMPARABLE IMPROVED SALES ADJUSTMENTS



                                       No. 1         No. 2         No. 3         No. 4         No. 5         No. 6
                                       -----         -----         -----         -----         -----         -----
                                                                                              
Sale Price Per Unit                   $58,911       $34,965       $63,025       $51,923       $55,263       $62,204
  Before Adjustment

Occupancy Adjustment                      +10%           +5%           +5%           +5%          -             +15%

Net Income Per Unit                       -47%           -3%          -33%          -40%          -44%          -46%
  Adjustment (Subject (1)             $(3,811/      $(3,811/      $(3,811/      $(3,811/      $(3,811/      $(3,811/
  NOI/Unit/Comp/NOI/Unit              $ 7,246)      $ 3,923)      $ 5,653)      $ 6,314)      $ 6,851)      $ 7,020)
                                      -------       -------       -------       -------       -------       ------- 

Sale Price Per Unit
  After Adjustment                    $34,345       $35,612       $44,338       $32,711       $30,947       $38,629
                                      =======       =======       =======       =======       =======       =======




                                                               
      Range (Less Outlying Sale No. 3):       $     30,947          -   $     38,629
                                              x         95 Units        x         95 Units
                                              ------------              ------------

                  Indicated Value Range:      $  2,939,965          -   $  3,669,755
                                              ============              ============

                                 Called:      $  2,950,000          to  $  3,675,000


(1)  Subject stabilized NOI/Unit - $362,016/95 Units
   354
                          RECONCILIATION AND CONCLUSION



                                                            Market Value
                                                          As Is - 7/13/95
                                                          ---------------
                                                                 
  Indicated Value, Cost Approach                             $3,350,000
  Indicated Value, Income Approach                           $3,025,000
  Indicated Value, Sales Comparison Approach                 $2,950,000-
                                                             $3,675,000


The development of a final estimate of value involves judgment in a careful and
logical analysis of the procedures leading to each indication of value. The
judgment criteria are appropriateness, accuracy and quantity of evidence.

The Sales Comparison Approach is most applicable when closely comparable
properties are bought and sold in the market on a regular basis. We relied on
the sales of somewhat comparable facilities to estimate value using this
approach. However, due to overall property type illiquidity, differences in
occupancy, location and components of income, direct comparison to the subject
property is difficult as suggested by the wide range of indicated values.
Considering these factors, the Sales Comparison Approach is considered to
produce a less reliable indication of value.

The Cost Approach is most applicable when the improvements are new or nearly new
and where a few number of subjective adjustments must be made to reflect
depreciation, if any. In estimating construction cost new, we relied on well
documented general cost information provided by the Marshall Valuation Service
which was generally supported by actual costs incurred at similar projects. Our
estimate of land value is somewhat supported by the sale of similarly zoned
vacant land parcels in the region. Adjustments for physical incurable
depreciation are approximations but were estimated using reasonable analyses.
Considering these factors and our Highest and Best Use conclusions, the Cost
Approach is considered to produce a less accurate indication of value. This
approach is also rarely relied on by investors in this type of property.

The Income Approach is typically considered the strongest value indicator for
properties purchased primarily for their income producing potential. This
approach most accurately reflects the impact of stabilized occupancy rates for
properties such as the subject. Comparable market rental rates and an analysis
of the current census were available for the subject units to arrive at an
estimate of fair market rent and gross income. Expense data was substantiated by
historical data and comparable projects. Finally, our estimate of the
capitalization rate is appropriate reflecting the subject's overall average cash
flow risk and market position. Overall, the Income Approach is considered a
strong and only truly reliable indicator of value for the subject property.

After considering the factors leading to each indication of value, the Income
Approach is considered to be the most appropriate for the purpose of this
appraisal. The Sales Comparison Approach is given little to no weight due to the
illiquidity of the market, shifting market trends and the wide range of
indicated values. The Cost Approach is also given little to no emphasis,
   355
based on the deductions for depreciation and our highest and best use
discussion. The final market value estimate of the fee simple total going
concern interest of the subject property as is, on July 13, 1995, is:

             THREE MILLION TWENTY FIVE THOUSAND ($3,025,000) DOLLARS
   356
              ALLOCATION OF FINAL VALUE DETERMINATION TO COMPONENTS

We have allocated our total going concern value determination to various
components including real estate, business and personal property value. To
allocate the going concern value estimate, we have utilized both the Cost and
Income Approaches to estimate a reliable and reasonable allocation to each
component. A summary of our allocation is illustrated below:

              Allocation of Final Going Concern Value Determination



                                                                       As Is -
                                                                       7/13/95
                                                                       -------
                                                                         
                  Total Going Concern Value                          $3,025,000
                  
                  Personal Property (1)                                 120,000
                  Business Value (2)                                    525,000
                                                                     ----------
                  
                  Real Estate Value                                  $2,380,000
                                                                     ==========

                  
             
         (1)      FF&E estimated from Cost Approach estimates less accrued
                  depreciation.

         (2)      Business value estimated from the calculated difference in
                  value of the subject as is (full occupancy) compared to its
                  value as if it were vacant as shown below.

The personal property value is taken from the Cost Approach estimates set forth
in Cost Approach section of this report. This estimate reflected a replacement
cost new of $2,500 per unit (total of $237,500 FF&E cost new for 95 units) which
must be adjusted to its current depreciated value. Given the estimated five year
old average age of the subject's personal property items and ongoing
replacement, we have estimated a 50% allocation for depreciation at 7/13/95 or
an as is value of $237,500 x 50% = $118,750, rounded to $120,000.

The business component of the subject value reflects the fact that the subject
is a business requiring specialized management services such as meals,
housekeeping and social activities represent complications in the operation of a
senior housing facility and require specific managerial expertise. An
appropriate method to estimate the business value component is to compare the
value of the subject as is ($3,025,000) as a fully operating stabilized property
to its estimated value as if it were empty, as estimated below ($2,500,000). The
estimated business value would be the difference in these values or $525,000.
   357
              Approximate Valuation of Subject As If Empty at 7/95



                                       Period 1         Period 2     Period 3
                                      (7/95-6/96)     (7/96-6/97)  (7/97-6/98)
                                      -----------     -----------  -----------
                                                             
  Average Occupancy                         38.25%         74.75%         93.0%

  Potential Gross Income              $ 1,492,900     $1,552,616    $1,614,720

  Effective Gross Income              $   571,034     $1,160,580    $1,501,690

  Total Expenses                      $   718,218     $  960,360    $1,109,749
                                      -----------     ----------    ----------

  Net Income                          ($  147,184)    $  200,220    $  391,941
                                      ===========     ==========    ==========

  Discounted Value                    ($  127,991)    $  151,386    $2,469,555
                                      ===========     ==========    ==========

                                                           Total   $ 2,492,950
                                                                    ==========

                                                          Called   $ 2,500,000
                                                                    ==========


Assumptions: 20% preleasing; 3.3 units/month absorption; 4% annual rent
increases; stabilized expense estimated at 73.9% of stabilized effective gross
income; expenses decreasing from the stabilized period three at 4%/year for
inflation and also for lower occupancy by 10% in period two, 30% in period one;
12.0% terminal cap rate; 15.0% discount rate.

The real estate component is the remainder or residual of the final value
determination after a subtraction for the personal property and business value
components, or as illustrated for the subject: $2,380,000 at July 13, 1995, as
is, or 78.7% of the total going concern value. In our opinion, though these
allocations are estimates, they can be considered reliable and reasonable given
the analysis set forth above.
   358
                                MARKETING PERIOD

The subject's estimated marketing time is 6 months. This conclusion is based on
discussions with those brokers specializing in the sale of senior housing
projects, our knowledge of specific sale transactions (which have had widely
variable marketing times) and considering current market conditions and the
characteristics of the subject. Marketing times at several similar projects
indicate the following:


                                                                     
  Casa Sandoval                  Hayward                              6 months
  Fulton Villa                   Stockton                             4 months
  Pacific Springs                Escondido/El Cajon                   5 months
  Park Ridge                     Vallejo                              5 months

                                                       

In our opinion, the subject would probably experience an average marketing time
(regarded as about 6 months). The majority of buyers of senior housing projects
are still seeking (and have fewer and fewer available opportunities) distressed
properties where large increases in cash flow value are possible. The subject is
not a distressed property given the current 93%+/- stabilized occupancy and as
such would have a lesser appeal to some market buyers (subject has limited
upside potential although its assisted living utilization could be increased).
Nevertheless, the subject would be viewed as a solid cash flow project with an
average physical plant and a limited unit mix in a good overall location. The
subject's most likely buyer would be a larger facility owner/operator of other
comparable congregate senior housing properties in California (i.e. Holiday
Retirement, Manor Care, Leisure Care, Capital Senior Living, Brim, Health Care
Group, etc.).
   359
                                  CERTIFICATION

 1.      We have no present or contemplated future interest in the real estate
         that is the subject of this appraisal report.

 2.      We have no personal interest or bias with respect to the subject matter
         of this appraisal report or the parties involved.

 3.      To the best of our knowledge and belief, the statements of fact
         contained in this appraisal report, upon which the analyses, opinions
         and conclusions expressed herein are based, are true and correct.

 4.      This appraisal report sets forth all of the limiting conditions
         (imposed by the terms of my assignment or by the undersigned) affecting
         the analyses, opinions and conclusions contained in this report.

 5.      This appraisal report has been made in conformity with and is subject
         to the requirements of the Code of Professional Ethics and Standards of
         Professional Conduct of the Appraisal Institute and is prepared in
         accordance with the requirements of the Office of the Comptroller of
         the Currency and the Uniform Standards of Professional Appraisal
         Practice.

 6.      Our compensation is not contingent on an action or event resulting from
         the analysis, opinions, conclusions reached or the use of this report.

 7.      The value estimates set forth in this report are not predetermined or
         based on any requested minimum valuation, a specific valuation or the
         approval of a loan.

 8.      The use of this report is subject to the requirements of the Appraisal
         Institute relating to review by its duly authorized representatives.

 9.      Mary Catherine Wiederhold, Appraisal Associate provided significant
         professional assistance to the person signing this report.

10.      As of the date of this report, Michael G. Boehm, MAI has completed the
         requirements of the continuing education program of the Appraisal
         Institute.

11.      A personal inspection of the property was made by Michael G. Boehm, MAI
         on July 13, 1995.
   360
12.      The concluded total going concern market value estimate of the fee
         simple interest of Retirement Inn - Daly City, is as follows:

         MARKET VALUE "AS IS" (JULY 13, 1995):

             THREE MILLION TWENTY FIVE THOUSAND ($3,025,000) DOLLARS

SENIOR LIVING VALUATION SERVICES, INC.


- --------------------------------------
Michael G. Boehm, MAI
   361

                                  A D D E N D A
   362



                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                           No. 1 - Westborough Royale
                                   89 Westborough
                                   South San Francisco

                           No. 2 - Home Sweet Home
                                   1560 Bryant Street
                                   Daly City


   363
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES


                          No. 3 -    Home Sweet Home
                                     205 Collins Avenue
                                     Daly City

                          No. 4 -    University Mound Ladies Home
                                     350 University Street
                                     San Francisco


   364
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                            No. 5 -   Greenhills Retirement
                                      1201 Broadway
                                      Millbrae

                            No. 6 -   Retirement Inn - Burlingame
                                      250 Myrtle Road
                                      Burlingame


   365
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                                      No. 7 -   Sterling Court
                                                850 N. El Camino Real
                                                San Mateo




                                      No. 8 -   Hillsdale Manor
                                                2883 S. Norfolk
                                                San Mateo


   366
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                                    No. 9 -   Glenwood Inn
                                              555 Glenwood
                                              Menlo Park

                                   No. 10 -   Palo Alto Commons
                                              4075 El Camino Way
                                              Palo Alto


   367
                        VACANT LAND SALE COMPARABLE NO. 1


                                                       
         Location:                     6843 Mission Boulevard
                                       Daly City, CA

         Assessor's Parcel No.:        003-191-1, 2, 3, 4, 16 (San Mateo County)

         Sale Date:                    Listing

         Document No.:                 N/A

         Listing Price:                $4,200,000

         Size:                         160,000 Square Feet (3.67 Acres)

         List Price/SF:                $26.25

         Topography:                   Flat to Slightly Sloping

         Shape:                        Irregular

         Proposed Use:                 Unknown; probable commercial

         Zoning:                       PD

         Grantor:                      Hugh Smith Family Trust

         Grantee:                      N/A

         Terms:                        N/A

         Comments:                     Sale of former Mission Bell Motel site is being combined with additional parcels.  Plans
                                       were approved by Daly City for a 45,000 square feet supermarket with 27 residential
                                       units and a Taco Bell restaurant, but the land was returned to the seller by the
                                       developer.  A 55,000 square feet Lucky Supersaver is planned for the southern adjacent
                                       parcel, according to the Daly City Planning Department.  There is an unknown number
                                       of underground tanks on the site as well as a small area of contaminated soil due to gas
                                       tank leaks from a former gas station immediately north of the site.




   368
                        VACANT LAND SALE COMPARABLE NO. 2


                                                     
         Location:                     901 Oceana Boulevard
                                       Pacifica, CA

         Assessor's Parcel No.:        009-293-090 (San Mateo County)

         Sale Date:                    9/29/94

         Document No.:                 94-153108

         Sale Price:                   $400,000

         Size:                         56,628 Square Feet (1.30 Acres)

         Sale Price/SF:                $7.06

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         42 Noncongregate Senior Apartments; 32.3 Units/Acre

         Sale Price/Unit:              $9,524

         Zoning:                       R-3

         Grantor:                      Roman Catholic Archbishop Corporation

         Grantee:                      Oceana Senior Housing Corporation

         Terms:                        All Cash to Seller

         Comments:                     Land locked site was formerly a church parking lot and basketball court in between a
                                       church and school; sale contains a permanent easement granting access to street.




   369
                        VACANT LAND SALE COMPARABLE NO. 3


                                                  
         Location:                     124 Linden Avenue
                                       South San Francisco, CA

         Assessor's Parcel No.:        012-335-590, 600 (San Mateo County)

         Sale Date:                    10/15/93

         Document No.:                 175497

         Sale Price:                   $465,000

         Size:                         24,227 Square Feet (0.56 Acres)

         Sale Price/SF:                $19.19

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         Construct a Parking Lot

         Zoning:                       CH-C3

         Grantor:                      Chevron USA, Inc.

         Grantee:                      M/M Robert & Kathleen Giorgi

         Terms:                        All Cash to Seller

         Comments:                     Site has 140 feet of frontage on Linden
                                       Avenue and 175 feet on Baden Avenue in
                                       central South San Francisco business
                                       district; buyer owns a nearby parcel and
                                       the planned parking lot is for their
                                       business.





   370
                        VACANT LAND SALE COMPARABLE NO. 4


                                            
         Location:                     530 Collins
                                       Colma, CA

         Assessor's Parcel No.:        008-421-160 (San Mateo County)

         Sale Date:                    6/25/92

         Document No.:                 099787

         List Price:                   $775,000

         Size:                         46,653 Square Feet (1.071 Acres)

         Sale Price/SF:                $16.61

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         35 unit/54 bed assisted living project (Home Sweet Home); 32.7 Units/Acre

         Sale Price/Unit:              $22,119

         Zoning:                       C-1

         Grantor:                      Richard Venturini

         Grantee:                      Nediljka/Mate Matijas

         Terms:                        $325,000 Cash; $450,000 1st TD National Bank of Daly City, reportedly at market.

         Comments:                     In mixed use, average quality neighborhood; direct competitor of subject.





   371
                         IMPROVED SALE COMPARABLE NO. 1


                                          
     Name:                               Oak Tree Villa

     Location:                           100 Lockwood Lane, Scotts Valley, CA

     Assessor's Parcel No.:              021-052-01 (Santa Cruz County)

     Sale Date:                          6/6/95

     Sale Price:                         $11,900,000

     No. of Units:                       202 Units (includes 40 assisted living units)

     Age:                                1988

     % Private Pay:                      100% (includes 20% low income residents)

     Size (GBA):                         172,000 Square Feet

     Average Unit Size (GBA/Unit):       851 Square Feet

     Sale Price/Unit:                    $58,911

     Sale Price/SF:                      $69.19

     Occupancy Rate:                     72%

     Gross Operating Income:             $3,390,984 (estimated at 90% occupancy)

     Expenses:                           $1,925,343

     Net Operating Income:               $1,465,641 (estimated at 90% occupancy)

     % Expenses:                         56.8%

     G.I.M.:                             3.51

     O.A.R.:                             12.3 (estimated at 90% occupancy)

     N.O.I./Unit:                        $7,256

     Grantor:                            Oak Tree Villa Partnership

     Grantee:                            Birtcher Senior Properties

     Terms:                              $4,955,000 cash (39%); $7,745,000 assumption of existing debt, 30 year
                                         amortization, due in 15 years, 10.25% rate.

     Comments:                           20% of units must be allocated to low income (HUD) residents; unit mix:
                                         102 alcove units (450 SF) and 100 one bedroom units (600 SF); located in
                                         lightly populated area.

     Confirmation:                       Keith Louie (415) 391-9220



   372
                         IMPROVED SALE COMPARABLE NO. 2


                                          
     Name:                               El Camino Gardens

     Location:                           2426 Garfield Avenue, Carmichael, CA

     Assessor's Parcel No.:              283-0030-14 (Sacramento County)

     Sale Date:                          5/31/95 (Document No. 8309302142)

     Sale Price:                         $10,000,000 (includes $650,000 in deferred maintenance)

     No. of Units:                       286 Units (174 ACLF/112 ALF)

     Age:                                1984

     Size (GBA):                         160,810 Square Feet

     Average Unit Size (GBA/Unit):       562 Square Feet

     Sale Price/Unit:                    $34,965

     Sale Price/SF:                      $62.19

     Occupancy Rate:                     82%

     Gross Operating Income:             $2,814,240 (estimated at 93% occupancy)

     Expenses:                           $1,692,240

     Net Operating Income:               $1,122,000 (estimated at 93% occupancy)

     % Expenses:                         60.1%

     G.I.M.:                             3.55

     O.A.R.:                             11.2% (estimated at 93% occupancy)

     N.O.I./Unit:                        $3,923

     Grantor:                            Joseph Benvenuti

     Grantee:                            Nationwide Health Properties (REIT)

     Terms:                              All Cash to Seller

     Comments:                           Project had approximately $650,000 in deferred maintenance at time of sale;
                                         purchased by REIT and leased to ARV Housing Group; licensed to include
                                         up to 224 assisted living beds.

     Confirmation:                       Eric Davidson (714) 751-7400




   373
                         IMPROVED SALE COMPARABLE NO. 3


                                          
     Name:                               Casa Sandoval

     Location:                           1200 Russell Way, Hayward, CA

     Assessor's Parcel No.:              415-240-007, 008 (Alameda County)

     Sale Date:                          2/27/95

     Sale Price:                         $15,000,000

     No. of Units:                       238 Units

     Age:                                1989

     Size (GBA):                         216,639 Square Feet

     Average Unit Size (GBA/Unit):       920 Square Feet

     Sale Price/Unit:                    $63,025

     Sale Price/SF:                      $69.23

     Occupancy Rate:                     81%

     Gross Operating Income:             $3,844,396 (estimated at 92% occupancy)

     Expenses:                           $2,498,857

     Net Operating Income:               $1,345,539

     % Expenses:                         65% (estimated at 92% occupancy)

     G.I.M.:                             3.90

     O.A.R.:                             9.0%

     N.O.I./Unit:                        $5,653

     Grantor:                            Casa Sandoval Investors, L.P.

     Grantee:                            Weh Chang

     Terms:                              All Cash to Seller

     Comments:                           Average quality project in middle
                                         income suburban area; sold at auction
                                         on 2/9/95; property underperforming at
                                         date of sale; buyer plans significant
                                         licensing/conversion of many units to
                                         assisted living.

     Confirmation:                       John Rosenfeld (310) 473-8900 ext. 119





   374
                         IMPROVED SALE COMPARABLE NO. 4


                                          
     Name:                               Lomita Lodge

     Location:                           225 N. Lomita Avenue, Ojai, CA

     Assessor's Parcel No.:              017-083-200 (Ventura County)

     Sale Date:                          12/30/94 (Doc. No. 206073)

     Sale Price:                         $1,350,000

     No. of Units:                       26 Units/36 Beds (Licensed AL)

     Age:                                1940's/1970's

     Size (GBA):                         10,000 Square Feet

     Average Unit Size (GBA/Unit):       385 Square Feet

     Sale Price/Unit:                    $51,923

     Sale Price/SF:                      $135.00

     Occupancy Rate:                     81%

     Gross Operating Income:             $656,640 (estimated at 95% occupancy)

     Expenses:                           $492,480

     Net Operating Income:               $164,160 (estimated at 95% occupancy)

     % Expenses:                         75.0%

     G.I.M.:                             2.06

     O.A.R.:                             12.2% (estimated at 95% occupancy)

     N.O.I./Unit:                        $6,314

     Grantor:                            Raymond & Judy Berard

     Grantee:                            Ojai Retirement Inn #1, Ltd.

     Terms:                              $270,000 Cash; $1,080,000 variable rate loan at 8.5%, 20 year
                                         amortization.

     Comments:                           Property underperformed at date of sale; currently 95% occupied; rents
                                         range from $1,500 to $2,350 per month per bed; property includes about
                                         25% SSI.

     Confirmation:                       Gerry Meglin (805) 646-5533




   375
                         IMPROVED SALE COMPARABLE NO. 5


                                          
     Name:                               Carson Oaks (now called Merrill Gardens at Carson Oaks)

     Location:                           6725 Inglewood Avenue, Stockton, CA

     Assessor's Parcel No.:              081-260-053 (San Joaquin County)

     Sale Date:                          7/27/94 (Doc. No. 87023)

     Sale Price:                         $4,200,000

     No. of Units:                       76 Units

     Age:                                1989

     % Private Pay:                      100%

     Size (GBA):                         62,733 Square Feet

     Average Unit Size (GBA/Unit):       612 Square Feet (average unit)

     Sale Price/Unit:                    $55,263

     Sale Price/SF:                      $66.95

     Occupancy Rate:                     95%

     Gross Operating Income:             $1,301,712

     Expenses:                           $781,027

     Net Operating Income:               $520,685

     % Expenses:                         60%

     G.I.M.:                             3.23

     O.A.R.:                             12.4%

     N.O.I./Unit:                        $6,851

     Grantor:                            Tuolumne Commons, Limited Partner

     Grantee:                            Merrill Associates, Limited Partner

     Terms:                              All Cash to Seller

     Comments:                           Newer facility with large number of one bedroom with full kitchens in an
                                         affluent neighborhood; not licensed for assisted living.

     Confirmation:                       Lee Haris (415) 391-9220




   376
                         IMPROVED SALE COMPARABLE NO. 6


                                          
     Name:                               Park Ridge (now called Merrill Gardens)

     Location:                           2261 Tuolumne Street, Vallejo, CA

     Assessor's Parcel No.:              0052-330-008 (Solano County)

     Sale Date:                          7/27/94 (Doc. No. 69837)

     Sale Price:                         $5,785,000

     No. of Units:                       93 ACLF; 14 Beds (Licensed AL)

     Age:                                1991

     % Private Pay:                      100%

     Size (GBA):                         84,989 Square Feet

     Average Unit Size (GBA/Unit):       654 Square Feet

     Sale Price/Unit:                    $62,204

     Sale Price/SF:                      $68.10

     Occupancy Rate:                     Project stabilized at 90%; at sale date 55%

     Gross Operating Income:             $1,632,150

     Expenses:                           $979,290

     Net Operating Income:               $652,860

     % Expenses:                         60%

     G.I.M.:                             3.54

     O.A.R.:                             11.3%

     N.O.I./Unit:                        $7,020

     Grantor:                            Tuolumne Commons, Limited Partner

     Grantee:                            Merrill Associates, Limited Partner

     Terms:                              All Cash to Seller

     Comments:                           Modern congregate/assisted living with 15 studios, 59 - 1 bedrooms and 19
                                         - 2 bedrooms; located in residential area and bounded by Sutter Solano
                                         Medical Center and Crestwood Convalescent Hospital.

     Confirmation:                       Lee Haris (415) 391-9220




   377
                           RESTRICTED APPRAISAL REPORT

                              MONTEGO HEIGHTS LODGE
                               1400 MONTEGO DRIVE
                            WALNUT CREEK, CALIFORNIA

                             AS IS ON MARCH 29, 1996
                            SLVS FILE NO. 96-04-30.1

                                  PREPARED FOR

                 AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P.

                                   PREPARED BY

                              MICHAEL G. BOEHM, MAI
   378
April 4, 1996

American Retirement Villas Properties II, L.P.
c/o ARV Assisted Living
245 Fischer Avenue, Suite D-1
Costa Mesa, California  92626

Attention:   Ms. Sheila Muldoon

Re:      Montego Heights Lodge
         1400 Montego Drive
         Walnut Creek, California
         SLVS File No. 96-04-30.1

Ladies and Gentlemen:

In accordance with your request, we have conducted the required investigation,
gathered the necessary data, and made certain analyses that have enabled us to
form an opinion of the market value of the above captioned property. This report
has been prepared to be in compliance with the requirements of the Uniform
Standards of Professional Appraisal Practice as a restricted appraisal report.
This letter report updates a full narrative appraisal report prepared by our
firm and dated July 14, 1995. The full narrative report discusses the subject
region, neighborhood, site, improvements and market in detail. Therefore, this
letter should be used in conjunction with the full narrative appraisal report.
This report is intended for use by the client only. This letter report cannot be
fully understood properly without a review of the previous full narrative
appraisal report and additional information currently contained in the work file
of the appraiser.

AS IS AT 3/29/96

Based on an inspection of the property and the investigation and analysis
undertaken, we have formed the opinion, subject to the assumptions and limiting
conditions set forth in this report, that as of March 29, 1996, the fee simple
total going concern interest of the subject, as is, including the value of
favorable financing, has a market value of:

     EIGHT MILLION NINE HUNDRED SEVENTY FIVE THOUSAND ($8,975,000) DOLLARS
   379
Ms. Sheila Muldoon
April 4, 1996
Page 2

This total going concern value estimate can be allocated to the following
components:


                                                    Market Value
                                                       As Is -
                                                       3/29/96

                                                          
Real Estate Value                                     $7,250,000
Furniture, Fixtures & Equipment                          200,000
Business Value                                         1,250,000
                                                      ----------

Total Going Concern Valuation                         $8,700,000
                                                      ==========

Plus:  Favorable Financing                            $  275,000
                                                      ----------

Total Reported Valuation                              $8,975,000
                                                      ==========



As required by the Uniform Standards of Professional Appraisal Practice for a
restricted appraisal report, the pages that follow set forth the identification
of the property, property rights appraised, assumptions and limiting conditions,
the scope of appraisal procedures followed in this restricted appraisal report,
discussion and summary of cash flow projections and certification page.

Respectfully submitted,

SENIOR LIVING VALUATION SERVICES, INC.

Michael G. Boehm, MAI
President
   380
                                  INTRODUCTION

PROPERTY IDENTIFICATION

The subject site consists of a 213,180 square foot (4.89 gross acres) site
located at 1400 Montego Drive in the City of Walnut Creek, Contra Costa County,
California. The site is currently improved with a 169 unit/187 bed congregate
retirement apartment project known as Montego Heights Lodge. The subject is
licensed to accept up to 200 assisted living residents.

PROPERTY OWNERSHIP AND HISTORY

The fee simple title to the subject property is currently vested in the name of
American Retirement Villas Properties II (ARVP II), a California Limited
Partnership. The current owners purchased the subject in November, 1989 for
approximately $9,000,000. The subject has not been sold/purchased in the past
three years.

The subject was built as a senior congregate facility which opened in 1978.
Montego Heights reportedly took five years to achieve a full occupancy. The
subject, as part of the original conditions of approval and a condition
necessary to obtain the favorable HUD financing, was required to allocate 20% of
the subject units to "very and low" income residents. This restriction was
reportedly waived when the subject was purchased by the current owners allowing
a market rate to be charged for all units. The subject underwent a $500,000
renovation in the Spring of 1990. The subject is currently approximately 90.4%
occupied (169 beds/187 beds) reflecting the large number of subject units, the
subject unit mix and a crowded competitive market environment.

SCOPE OF THE ASSIGNMENT

The scope of this assignment is to inspect the subject property, conduct an
investigation of market data, and prepare a restricted appraisal report in
accordance with the requirements of the Uniform Standards of Professional
Appraisal Practice. All information deemed pertinent to the completion of this
letter update was made available. Specifically, the procedures performed in this
limited report included:

1)       a 1996 site inspection noting material changes in the subject region,
         neighborhood, site, improvements and market (none were noted). These
         influences on value are described in detail in the 1995 full appraisal
         report;

2)       Updated Income Approach analysis using the current market rents,
         vacancy, expenses and capitalization rates.

Our limited narrative appraisal report does not include an updated Market
Analysis (although any potentially new competition to the subject was
investigated and an overall review of competition was conducted), Cost Approach
or Sales Comparison Approach value conclusions.
   381
This restricted appraisal report estimates a value of the fee simple interest in
the subject property using only an Income Approach. Determining a value estimate
for the subject using Cost and Sales Comparison Approaches was deemed
inappropriate and unnecessary for the subject property. This conclusion reflects
the difficulty of accurately incorporating depreciation and profit in a value
estimate using a Cost Approach and the overall lack of truly comparable sales.

PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to estimate the subject's total fee simple going
concern market value as is.

FUNCTION OF THE APPRAISAL

It is understood the appraisal shall be used by American Retirement Villas
Properties II, L.P., in evaluating the subject partnership for possible transfer
to an ownership real estate investment trust.

PROPERTY INSPECTION

The subject property was inspected on May 9, 1995 by Michael G. Boehm, MAI who
was accompanied by Ms. Laura Regnier, administrator. The subject was reinspected
on July 14, 1995 by Mary Wiederhold, Appraisal Associate and March 29, 1996 by
Wilma Koch, Appraisal Associate.


DATE OF APPRAISAL

April 4, 1996


DATE OF VALUE

March 29, 1996

PROPERTY RIGHTS APPRAISED

This appraisal estimates the fee simple total going concern market value of the
subject operating as a congregate senior housing business. Going concern value
is defined by the Appraisal Institute as the value created by a proven property
operation; considered a separate entity to be valued with an established
business. This total going concern value can be allocated to its real estate,
furniture, fixtures and equipment and business value components. An estimated
allocation of our total going concern valuation is set forth in this report.

Fee Simple is defined by the Appraisal Institute as absolute ownership
unencumbered by any other interest or estate subject only to the limitations of
eminent domain, escheat, police power, and taxation.
   382
DEFINITION OF MARKET VALUE

As defined by the Office of the Comptroller of the Currency under 12 CFR, Part
34, Sub-part C- Appraisals, 34.42 Definitions (f), market value is defined as:

"The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each
acting prudently, and knowledgeably and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:

(i)      buyer and seller are typically motivated;

(ii)     both parties are well informed or well advised, and acting in what they
         consider their best interests;

(iii)    a reasonable time is allowed for exposure in the open market;

(iv)     payment is made in terms of cash in U.S. dollars or in terms of
         financial arrangements comparable thereto; and

(v)      the price represents the normal consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale."

ASSUMPTIONS AND STANDARD LIMITING CONDITIONS

   1.    The legal description furnished to the appraiser is assumed to be
         correct, and the title is assumed to be marketable.

   2.    The appraiser assumes no responsibility for legal matters.

   3.    Report exhibits are only visual aids. All sizes indicated for land and
         improvements are from indicated sources and assumed to be correct.

   4.    Unless otherwise noted herein, it is assumed there are no detrimental
         easements, encumbrances, encroachments, liens, zoning violations,
         building code violations, or environmental violations, etc. affecting
         the subject property.

   5.    Information, estimates, and opinions furnished to the appraiser are
         obtained from sources considered reliable; however, no liability for
         their accuracy can be assumed by the appraiser.

   6.    It is assumed that there are no hidden or unapparent conditions in the
         land or improvements that render the property more or less valuable or
         that would reduce its utility, development potential, marketability.
         All improvements are assumed to be structurally sound unless otherwise
         noted. No responsibility is assumed for hidden or
   383
         undisclosed conditions or for arranging for engineering studies that
         may be required to discover any defects or uniquely favorable
         conditions.

   7.    The appraiser has inspected the subject property with the due diligence
         expected of a professional real estate appraiser. The appraiser is not
         qualified to detect hazardous waste and/or toxic materials. Any comment
         by the appraiser that might suggest the possibility of the presence of
         such substances should not be taken as confirmation of the presence of
         hazardous waste and/or toxic materials. Such determination would
         require investigation by a qualified expert in the field of
         environmental assessment.

   8.    The presence of substances such as asbestos, urea-formaldehyde foam
         insulation or other potentially hazardous materials may affect the
         value of the property. The appraiser's value estimate is predicated on
         the assumption that there is no such material on or in the property
         that would cause a loss in value.

   9.    No responsibility is assumed for any environmental conditions, or for
         any expertise or engineering knowledge required to discover them. The
         appraiser's description and resulting comments are the result of the
         routine observations made during the appraisal process.

  10.    Responsible ownership and competent management are assumed.

  11.    Where the discounted cash flow analysis is utilized, it has been
         prepared on the basis of the information and assumptions stipulated in
         this appraisal report. The achievement of any financial projections
         will be affected by fluctuating economic conditions and is dependent
         upon the occurrence of other future events that cannot be assured.
         Therefore, the actual results achieved may well vary from the
         projections and such variation may be material.

  12.    The appraiser is not required to give testimony or appear in court, or
         at public hearings, or at any special meeting or hearing with reference
         to the property appraised herein by reason of preparation of this
         report, unless arrangements have been made prior to preparation of this
         report.

  13.    Possession of this report does not carry with it the right of
         publication. It shall be used for its intended purpose only and by the
         parties to whom it is addressed. Neither all nor any part of the
         contents of this report shall be conveyed to the public through
         advertising, public relations, news, sales, or other media without the
         written consent or approval of the author. This applies particularly to
         value conclusions, the identity of the appraiser or firm with which it
         is connected, and any reference to the Appraisal Institute, or MAI
         designation.

  14.    Property values are influenced by a large number of external factors.
         The information contained in the report comprises the pertinent data
         considered necessary to support the value estimate. We have not
         knowingly withheld any pertinent facts, but we do not guarantee that we
         have knowledge of all factors which might influence the value of the
   384
         subject property. Due to rapid changes in external factors, the value
         estimate is considered reliable only as of the effective date of the
         appraisal.

SPECIAL CONDITIONS

The subject is currently encumbered by an approximately $3,400,000 HUD loan
which extends to the year 2018 at a fixed interest rate of 7.5%. Because this
interest rate is below the estimated interest rate of current conventional
financing (estimated at 8.5%), the subject has a theoretical value over and
above the capitalized value of operational cash flows. Caution should be used in
interpreting this added value as actual market transactions involving the
assumption of below market rate financing are rare. The value of this favorable
financing has been added to the going concern value set forth in this report.
These issues are discussed and the value of the favorable financing is
calculated in a separate section of this report.

The subject is licensed as a residential care facility for the elderly (assisted
living) for 200 beds with the California Department of Social Services. This
appraisal assumes that the subject meets all physical plant and operating
requirements as an assisted living facility. The subject is currently configured
for 189 beds. The inconsistency is explained by the fact that not all of the
subject beds provide assisted living services.

The appraisers were not provided with a current title report (a 1989 title
report is included in the Addenda of this report) to specifically describe all
current easements or encumbrances that might affect the subject operation as a
congregate senior housing business. This appraisal assumes that there are no
adverse easements or encumbrances affecting the subject. We recommend review of
a current title report.

The estimates of value set forth in this report are partially relying on the
current rent roll, historical operating statements and limited building drawings
and building statistical data provided to the appraiser by ARV Assisted Living.
   385
                                EXECUTIVE SUMMARY


                                         
Property Name:                              Montego Heights Lodge

Location:                                   1400 Montego Drive
                                            Walnut Creek, California

Assessor's Parcel No.:                      140-250-024 (Contra Costa County)

Property Rights Appraised:                  Fee Simple (Total Going Concern)

Date of Value:                              As Is on March 29, 1996

Land Area:                                  4.89 acres (213,180 square feet)
                                            gross;
                                            4.2 acres (182,952 square feet)
                                            net developable (estimated)

Excess Land:                                None

Zoning:                                     C-O, Limited Commercial District

Improvements:                               Type:    One, average quality, 2 and
                                                     4 story, Class D congregate
                                                     retirement apartment 
                                                     building and common areas.

                                            Age:     Year Built - 1978;
                                                     Improvement Age - 18 Years;
                                                     Effective Age - 18 years;
                                                     Remaining Economic Life -
                                                     27 years.

                                            Size:    169 congregate retirement 
                                                     units currently configured
                                                     for 189 beds in 99,897 
                                                     square feet of gross 
                                                     building area.

                                            Condition:  Average

H & B Use (if vacant):                      Senior Housing

H & B Use (as improved):                    See Highest and Best Use Discussion
                                            in 7/95 Full Narrative Appraisal

Overall Capitalization Rate:                11.5%

Projected Stabilized Net Income:            $999,932 (4/96-3/97)

   386

                                                                               
Total Going Concern Market
  Value, as is, as of
  March 29, 1996:                        Cost Approach:                                  Not Used
                                         Income Approach:                            $    8,700,000*
                                         Sales Comparison Approach:                      Not Used

                                         Value Conclusion:                           $    8,700,000*
                                                                                     ($51,479/Unit)

Allocation of Final
  Value Determination
  to Components:                                                                      Market Value
                                                                                        As Is -
                                                                                        3/29/96
                                                                                     --------------
                                         Real Estate                                 $    7,250,000
                                         FF&E                                               200,000
                                         Business Value                                   1,250,000
                                                                                     --------------

                                         Total Going Concern Valuation               $    8,700,000*
                                                                                     ==============

                                         *before addition of value of favorable financing

Value of Favorable Financing:            $275,000

Total Estimated Marketing Time:          4 Months

   387
                                 INCOME APPROACH

The Income Approach is based upon the economic principle that the value of a
property capable of producing real estate income is the present worth of
anticipated future net benefits. The net income projection is translated into a
present capital value indication using a capitalization process. There are
various methods of capitalization that are based on inherent assumptions
concerning the quality, durability, and pattern of the income projection.

Our Income Approach analysis applies an overall capitalization rate to the
subject's projected net income over the next 12 months. This method was
considered appropriate as the subject is currently operating at a stabilized
cash flow (occupancy and expenses). A discounted cash flow model was not
considered of primary usefulness in valuing the subject for the following
reasons:

1)       buyers of properties like the subject typically do not use discounted
         cash flow analyses;

2)       because the subject is a stabilized property, a discounted cash flow
         model would simply be inflating revenues and expenses at a fixed rate
         and then canceling out the inflation estimate using an appropriate
         discount rate. In other words, if properly applied, a discounted cash
         flow analysis would arrive at the same value estimate as applying an
         overall capitalization rate methodology.

Net income is calculated by subtracting a vacancy and credit allowance and all
fixed and operating expenses from the indicated gross income. The methods
utilized to estimate gross income, vacancy, expenses and an overall
capitalization rate are discussed in detail in the following paragraphs.

PROJECTION PERIOD

In our analysis of the subject's net income, we have utilized a projection
period of 12 months (4/96 to 3/97) which reflects a stabilized cash flow and
occupancy level. Based on this premise, the owner of the property will enjoy the
net proceeds of sale (reversion) at March, 1996 based on the projected April,
1996 to March, 1997 net income. The theory is that the investor purchasing the
property in March, 1996 would be more interested in the anticipated net income
in their first year of ownership than they would be in the previous year's
income prior to their ownership.

POTENTIAL GROSS ANNUAL INCOME

In estimating the potential gross annual income for the subject property over
the projection period, we have reviewed the current rent roll and previously
prepared our own survey of the properties considered to be most competitive and
comparable to the subject. This survey was presented in the Market Analysis
section of the full narrative appraisal dated July, 1995.

The operators of the subject property have achieved the rental census and
occupancy as summarized on the following page. The March, 1996 census reveals an
occupancy of 90.4% or
   388
                                                 MONTEGO HEIGHTS LODGE
                                       SUMMARY OF SUBJECT RENT CENSUS AT 3/14/96
                                       -----------------------------------------



                                    Private-1BR       Private-Studio      Semi-Private        SSI           Total
                                                                                                            -----
                                      (Units)            (Units)             (Beds)          (Beds)
                                   -------------      --------------      ------------       ------
                                                                                            
Number Units - Rented                   22                 116                 20              11           169 (90.4%)
Rent Range                         $1,800-$2,300       $1,300-$1,450      $825-$1,113         $702         $702-$2,300
Rent Average                          $1,850              $1,371            $1,002            $702           $1,346

Potential Total Rent-Rented           $488,520           $1,908,540        $240,480          $92,664        $2,730,204

Number Units - Vacant (1)                2                  11                  3               2            18 (9.6%)
Rent Range                            $1,850           $1,400-$1,475         $875             $702          $702-$1,850
Rent Average                          $1,850              $1,432             $875             $702           $1,304

Total Potential Rent-Vacant          $44,400              $189,000          $31,500         $16,848         $281,748

Total Units/Beds                        24                 127                 23              13           187 (100%)
Gross Potential Rent-Total           $532,920           $2,097,540         $271,980         $109,512       $3,011,952
Per Unit/Bed                          $1,850              $1,376             $985             $702           $1,342






NOTES:
- ------

(1)  Vacant units include:

     Private 1BR - Unit 109/111, 246/248 (2 units);

     Private Studio - Units 130, 134, 204, 241, 262, 268, 301, 306, 308, 403, 
     409 (11 units); 427, 428 (18 Units);

     Semi-Private - Beds 142, 154, 219, 265, 325 (5 Beds); allocated to SSI in
     ratio of currently leased beds.
   389
169 beds out of a maximum current configuration of 189 beds. This occupancy
represents an increase from the mid 80%'s over the past 9 months.

Our review of the subject's rent roll revealed a relatively variable range of
rentals with several units having different rents. Discussions with the current
operator noted that individual monthly rents were a function of the unit
location, when the resident entered the subject and negotiation of the rent when
entered. All SSI rents are fixed by governmental agency at $702 per month and
not market determined.

Overall and based upon mid 1995 market rate surveys, the subject's private room
rents (with and without the assisted living surcharge) are still at March, 1996,
generally within the range of the most comparable properties and below the
average (for both congregate and assisted living) of all facilities. The
subject's congregate studio and one bedroom rents are slightly below the average
of all projects surveyed (about 15% to 20%). Congregate semiprivate living is
generally not offered at other projects (with the exception of Valley View
Lodge, an ARV sister project). The subject's average assisted living rents are
also below the average for semiprivate and private rooms (also about 15% to
20%). Because the subject offers a la carte pricing for its assisted living
amenities, residents can effectively choose their rent level (the assisted
living surcharge) as their living assistance needs vary or change. The subject's
average rents have increased about 4.8% from July, 1995 to March, 1996.

In our opinion, the most compelling evidence that the subject's rents are market
rents (and not above or below) is the subject's recent occupancy history and its
current occupancy, which is 90% (and rising) at the current rents. In our
opinion, the subject's rents have not been material factors in keeping occupancy
below the more typical 92% to 95%. The subject's lower rents are reasonable
given the subject's age and condition, large number of units and more monolithic
unit mix.

Therefore, given the above discussion, in our opinion, the subject's current
monthly average rents represent market rental rates and are used in our pro
forma estimate of income and expenses shown on a following page. All subject
rents (the average per unit/bed type noted above) are forecast to increase 1.5%
during the 4/96 to 3/97 projection period, reflecting market conditions and the
subject's history. The 1.5% estimate in the next 12 months represents an average
3% rent increase applied at each resident's move-in anniversary date which are
assumed to occur evenly over the next 12 months. SSI rates are conservatively
forecasted to remain at current levels in the next 12 months. Our cash flow
estimates are shown gross or before a vacancy and collection factor.

The above rents are base rents for unlicensed congregate living services. This
rent does not include assisted living surcharges which are billed to residents
on an a la carte basis. Currently, the subject charges for these extra amenities
on a case by case basis with an approximate average of $420 extra per month for
medication monitoring, help with bathing and doing personal laundry. Currently,
about 59 residents pay for living assistance at an approximate average of $419
extra rent per month. Our cash flow projections for the subject estimate a
stabilized 32% gross utilization (60 beds gross) of assisted living amenities at
stabilization, calculating to the following gross assisted living surcharge
income:
   390


                            Avg. Surcharge/            Resident               Projected
         Period               Month/Bed              Utilization          Annual Income
         ------               ---------              -----------          -------------
                                                                  
        at 3/96                  $419                  59 (net)                  -

        at 4/96 to 3/97          $430                  60 (gross)           $309,600



In addition to total potential gross room revenue, we have included
miscellaneous income at 1.25% of effective gross income reflecting historical
receipts for guest meals, processing fees, extra services to residents, and
beauty shop income.

VACANCY AND COLLECTION LOSSES

Our cash flow projections deduct a total vacancy and collection loss in the
stabilized projection period as follows:


                                                            Average                   Average
                                                           Occupancy                  Vacancy
                                                           ---------                  -------

                                                                                 
             As Is at 3/96                                   90.4%                      9.6%

             4/96 to 3/97 (Stabilization)                    90.0%                     10.0%


The above estimate of stabilized occupancy/vacancy is meant to incorporate 168.3
residents or an occupancy/vacancy of 90.0% (168.3/187). This conclusion is
consistent with the subject's recent occupancy trends, occupancies at similar
projects and operator projections.

The higher than typical and average market vacancy factor (5% to 8%) reflects
the subject's occupancy history and current occupancy, discussions with the
current operator, the subject's competitive position and local market conditions
as reflected in the occupancies at similar projects in the market. The subject's
market position (lower rents in a more affluent market) and large number of beds
(including physical plant deficiencies) mitigate against a lower stabilized
vacancy estimate (or higher occupancy).

OPERATING EXPENSES

In determining pro forma estimates of operating expenses, we have primarily
relied on the specific expense histories (1994, 1995, and two months of 1996)
and budget (1996) of the subject property as summarized on the following page
and the experience at comparable projects. The expenses enumerated below would
be those of a typical operator at the subject. We have summarized our expense
estimates as follows:

Real Estate Taxes - Real estate taxes are estimated to reflect an assumed sale
of the subject property and a reassessment at current market rates at March,
1996 ($8,700,000 times the tax rate of 1.0371% plus approximately $1,173 in
direct assessments). This real estate tax expense
   391
                                              MONTEGO HEIGHTS LODGE
                                          HISTORICAL INCOME AND EXPENSE
                                          -----------------------------



                                                           Historical                                Operator
                               --------------------------------------------------------------
                                                                   2 Months                            Goal
                                Year Ending       Year Ending       Ending           1996             Budget
Revenues                          12/94            12/95           2/29/96         Annualized          1996
- --------                        ----------        ----------       --------        ----------         ------
                                                                                     
Rental Income                   $2,424,953        $2,590,179       $454,939        $2,775,128       $2,843,582
Assisted Living Income             271,387           277,203         45,676           278,624          328,150
Non-Operating Revenue           $   38,982        $   35,898       $  5,752        $   35,087       $   36,100
                                ----------        ----------       --------        ----------       ----------

Total Revenues                  $2,735,322        $2,903,280       $506,367        $3,088,839       $3,207,832

Expenses (1)

Real Estate Taxes               $  110,291        $  102,720       $ 17,396        $  106,116       $  105,417
Insurance                           31,714            36,602          6,298            38,418           38,922
G&A                                 60,293            61,038          9,912            60,463           67,475
Utilities                          191,180           208,110         32,397           197,622          210,200
Payroll/Benefits                   913,460           944,692        160,434           978,647          996,712
Maintenance                         80,636           104,735         12,817            78,184           93,660
Activities                          14,889            16,674          2,574            15,701           17,918
Marketing                           26,654            32,092          5,417            33,044           28,080
Laundry & Linen                     12,974            13,965          2,570            15,677           16,864
Dietary                            222,738           228,798         39,414           240,425          242,751
Supplies                            48,343            50,010          7,532            45,945           50,592
                                ----------        ----------       --------        ----------       ----------

Total Operating Expense         $1,713,172        $1,799,436       $296,761        $1,810,242       $1,868,591
                                     (62.6%)           (62.0%)        (58.6%)           (58.6%)          (58.3%)

Net Operating Income            $1,022,150        $1,103,844       $209,606        $1,278,597       $1,339,241
                                ==========        ==========       ========        ==========       ==========




NOTES:
- ------

(1)  Does not include management fee or replacement reserves.
   392
reflects taxes that would have to be incurred by a buyer of the subject wherein
the subject would be reassessed to market value;

Insurance - estimated at 1.25% of effective gross income, reflecting typical
charges for liability/fire insurance, historical costs incurred, and the fixed
nature of this expense;

Management - estimated at 5% of effective gross income reflecting the current
typical or average industry charge which would be appropriate for the subject
considering its average complexity of operation;

General and Administrative - estimated at 12% of effective gross income;
representing additional on site costs incurred to manage the subject including
salaries and benefits for the administrator and assistants and all miscellaneous
costs to operate the subject (office supplies, miscellaneous rentals);

Utilities - estimated at 7% of effective gross income, which is consistent with
historical costs incurred. Includes all common area and unit utility costs
(telephone, electric, gas, water, sewer);

Maintenance - estimated at 4% of effective gross income, including all
maintenance/security salary and supplies (including land maintenance and pest
control), derived from historical expenses;

Activities/Transportation - all social/recreational service costs including
salaries and supplies (including van service) are estimated at 2% of effective
gross income;

Marketing - all advertising, marketing and sales expenses are estimated at 2% of
effective gross income. This allocation is higher than typical but reflects the
subject's lower occupancy, high turnover (relative to all senior properties) and
large number of units, requiring a more intensive marketing effort;

Housekeeping - estimated at 6% of effective gross income to include salaries,
supplies, for both an internal laundry and linen service and housekeeping and
consistent with historical costs incurred;

Dietary - estimated at anticipated dietary costs to a typical operator or $8.50
per day per resident (168.3 occupied beds x $8.50/day x 365 days). This estimate
includes all dietary related salaries and benefits and cost of food. These
estimates are within current industry averages and historical costs incurred;

Personal Care - estimated at 6.0% of effective gross income to include all
salaries and supplies necessary to provide assisted living services to
approximately 32% of the residents (about $9.32 per resident day for 54
residents);

Replacement Reserve - estimated at 15% of the estimated furniture and equipment
cost new ($422,500 or $2,500 per unit) to include the annual reserve necessary
to replace furniture and equipment and other short lived capital items
(carpeting, painting). The stabilized estimate of $63,375 is equal to 2.1% of
the estimate effective gross income.
   393
As shown, total stabilized expenses (not including management fees and reserves)
to a typical operator accumulate to 60.3% of effective gross income or $10,970
per occupied bed (168.3 beds). A comparison to similar congregate/assisted
living properties before management fees and reserves is shown on the following
page.

As illustrated, the projected expenses for the subject are slightly above the
average of the expense histories of the projects listed. The subject will always
have slightly higher expenses on a percentage of income basis because of its
lower revenue base (smaller units, SSI census) and higher on a per patient basis
due to the location within a market area of higher operating costs/rents. Our
projections consider the experience at the comparable properties and historical
costs incurred.

On the following page, we have illustrated average annual operating costs per
unit as accumulated in a recent national survey of operating expenses for
various types of senior facilities including assisted living. The subject falls
within the median expense indications for a combination congregate/assisted
living project.

Finally, a reconciliation of our adjusted period one (4/96 to 3/97) projected
expenses to 1995 actual expenses and 1996 budgeted expenses illustrates the
following:


                                                                               
      Actual Total Expenses (1995)                                         $1,799,436
                                                                           ===========

      Operator Budget (1996)                                               $1,868,591
                                                                           ===========

      Projected Total Expenses Per SLVS (4/96 to 3/97)                     $ 2,062,823

      Less:  Management Fees                                               ($  153,138)
      Less:  Replacement Reserves                                          ($   63,375)
                                                                           -----------

      Adjusted Projected Total Expenses (4/96 to 3/97)                     $ 1,846,310
                                                                           ===========

      Difference

          (over 1995 actual, reflects inflation, higher occupancy)             +2.6%
          (under 1996 budget)                                                  -1.2%


CAPITALIZATION PROCESS

Because Montego Heights Lodge is being appraised as of March, 1996 wherein it
has reached a stabilized cash flow, we have utilized a procedure where the
stabilized net income for the period of April, 1996 to March, 1997 is
capitalized at an overall capitalization rate of 11.5% to get an indicated total
property value at March, 1996. This calculation is shown on a following page.
   394
                                                  MONTEGO HEIGHTS LODGE
                                              OPERATING EXPENSE COMPARABLES
                                              -----------------------------



                                National Operator #1 -         National Operator #2 -                  Subject
                                  13 Projects (1995)             12 Projects (1995)                   Projected
                               ------------------------       ------------------------          --------------------
                                 % of           Per             % of            Per              % of           Per
Expense Category                Income          Unit           Income           Unit            Income          Unit
- ----------------                ------          ----           ------           ----            ------          ----
                                                                                            
Property Taxes                    4.4%         $  838            5.2%         $   792             3.0%        $   541
Insurance                         1.1%            249            1.4%             208            1.25%            227
Administration                    7.2%          1,454           10.7%           1,632            12.0%          2,184
Activities                        5.3%            276            (2)             (2)              2.0%            364
Marketing                         2.3%            276            3.6%             543             2.0%            364
Plant Operations                  5.0%          1,788           10.8%           1,640            11.0%          2,002
Housekeeping                      3.2%            563            3.9%             587             6.0%          1,092
Dietary                          14.0%          3,128           20.2%           3,073            17.0%          3,103
Assisted Living                   1.8%            791           10.3%           1,572             6.0%          1,092
                                 -----         ------           -----         -------            -----        -------

Total Expenses (1)               51.3%         $9,963           66.1%         $10,047            60.3%        $10,969
                                 ====          ======           ====          =======            ====         =======






                                         1st Quartile                   Median                       4th Quartile
                                      -------------------          --------------------            ------------------
                                       % of         Per             % of           Per              % of         Per
                                      Income        Unit           Income          Unit            Income        Unit
                                      ------        ----           ------          ----            ------        ----
                                                                                            
1995 National ASHA Survey

Congregate                             57.3%       $7,040          61.2%        $ 9,031            63.2%      $11,245
Assisted Living                        69.7%       $9,999          65.4%        $12,320            64.7%      $15,033



NOTES:
- ------

(1)   Before management fees and replacement reserves.

(2)   Included in other functional categories.

(3)   Caution should be used in analyzing the above data as functional
      categorization of expenses is not always consistent between
      properties/operators.
   395
We have been involved in the analysis and valuation of numerous retirement
facilities around California which have generally exhibited overall
capitalization rates ranging from 10% to 12%. These are illustrated in sales of
comparable facilities as shown on a following page.

In April, 1995, Senior Living Valuation Services, Inc. conducted the second
annual survey of close to 300 participants in the senior housing industry
regarding their investment criteria or perception of criteria used in evaluating
different types of senior housing properties. The investment criteria survey
polled included capitalization rates, discount rates and returns on equity. A
copy of this survey is provided in the Addenda of this report. The survey
indicated a capitalization rate range of 9% to 16% and an average of 12.1% for
assisted living facilities. Though the survey is not definitive, it does provide
some market evidence of the investment criteria being used (or perceived to be
used) by industry professionals.

Another method of estimating a capitalization rate is the band of investment
weighted average technique. If the available mortgage terms are known, the debt
service or mortgage constant can be calculated, and if the equity dividend rate
required to attract equity capital is known or can be estimated, the overall
rate applicable in direct capitalization can be computed. Available mortgage
terms are 70% of value at 8.5% interest with an amortization term of 25 years
reflects market terms based on our experience of specific financing transactions
and recent national surveys of financing parameters for senior housing
properties. Based on these terms, the mortgage constant is .0966. The equity
dividend rate required to attract equity capital for properties similar to the
subject is approximately 16% (per our investment survey). The indicated overall
capitalization rate using this approach is:

                               Band of Investment


                                    Portion                               Weighted
                                    of Value          Rate              Contribution
                                    --------          ----              ------------
                                                                   
                  Mortgage          0.70    x        .0966                .0676
                  Equity            0.30    x        .16                  .0480
                                                                          -----

                                    1.0     x        Overall Rate         .1156

                                                     OAR                  11.56%


These sources of capitalization rates can be summarized as follows:


                                                       Indicated
                                                       Cap Rates
                                                       ---------
                                                     
                   6 Detailed Sales                      11.0% (Average)
                  SLVS Investment Survey                 12.1% (Assisted Living)
                  Band of Investment                     11.6%

   396
                                   MONTEGO HEIGHTS LODGE
                            COMPARABLE IMPROVED ACLF/ALF SALES
                            ----------------------------------



                                                                                                                    Indicated
                                    Age/No.       Sale                     Price/                   Occupancy        Overall
 No. Name/Location                of Units        Date     Sale Price       Unit         Price/SF    at Sale            Rate
 --- -------------                ---------       ----     ----------      ------        --------   ---------       ---------
                                                                                               
 1.    The Chanate                  1984/         2/96     $ 7,400,000     $61,667        $ 61.67        85%          11.4% (1)
       3250 Chanate Road            120                      (Cash
       Santa Rosa, CA                                      Equivalent)

 2.    Carlton Plaza                1993/        12/95     $ 8,228,858     $64,288        $ 78.82        70%          11.0% (1)
       3800 Walnut                  128
       Fremont, CA

 3.    Vinwood Lodge                1974/        12/95     $ 4,100,000     $55,405        $ 70.09        92%          10.3%
       35 Fenton                     74
       Livermore, CA

 4.    Carrington Pointe            1989/        12/95     $11,411,000     $65,580        $ 72.03        95%          10.7%
       1715 East Alluvial           174
       Fresno, CA

 5.    Villa at Palm Desert         1989/        11/95     $ 6,600,000     $85,714        $114.29        95%          10.4%
       44-300 San Pasqual            77
       Palm Desert, CA

 6.    Oak Tree Villa               1988/         6/95     $11,900,000     $58,911        $ 69.19        72%          12.3% (1)
       100 Lockwood Lane            202
       Scotts Valley, CA


       (1)  estimated at projected full occupancy

   397
Based upon the current characteristics of the subject, namely, its overall
average cash flow risk as reflected in its lower stable occupancy (90%) and cash
flow (including a lower risk SSI census) and considering the subject's market
position (below average rents, full assisted living licensing, older physical
plant and more monolithic unit mix), which is derived from the subject's
established niche as a middle market, average quality assisted living project in
the area, and considering the affluent local market and overall current market
conditions, we have concluded that 11.5% or toward the middle portion of the
approximate range is an appropriate capitalization rate for the subject
property.

SUMMARY

Our estimate of value by the Income Approach is summarized on the following page
and produces an indicated value for the subject property as is, at March 29,
1996 of $8,695,061, rounded to $8,700,000 ($51,479/unit).
   398
                                                 MONTEGO HEIGHTS LODGE
                                       PRO FORMA INCOME/EXPENSE & CAPITALIZATION



                                                                                         Projected
                                                                                        Stabilized
                                                                                        (4/96-3/97)
                                                                                        ----------
                                                                                     
             Average Occupancy                                                                90.0%(168.3 Beds)
             Average Net Rental (All Beds)                                              $    1,362

             Potential Gross Rent Income -
               1BR Private - 24 Units at $1,850/Mo. Avg.                                $  540,792
               Studio Private - 127 Units at $1,376/Mo. Avg.                             2,129,028
               Semiprivate - 23 Beds at $985/Mo. Avg.                                      275,938
               SSI - 13 Beds at $702/Mo. Avg.                                           $  109,512
                                                                                        ----------

             Potential Gross Rent Income                                                $3,055,270

             Plus:  Assisted Living Surcharges (60 Beds at $430/Mo.)                    $  309,600
             Plus:  Miscellaneous Income (1.25% of PGRI)                                $   38,191
                                                                                        ----------

             Potential Gross Income                                                     $3,403,061

             Less:  Stabilized Vacancy & Collection Losses - 10%                        $ (340,306)
                                                                                        ----------

             Effective Gross Income                                                     $3,062,755




             Expenses -                                   % of EGI
                                                          --------
                                                                                 
               Real Estate Taxes                               -                       $    91,401
               Insurance                                    1.25%                           38,284
               Management                                    5.0%                          153,138
               G&A                                          12.0%                          367,531
               Utilities                                     7.0%                          214,393
               Maintenance                                   4.0%                          122,510
               Activity & Trans.                             2.0%                           61,255
               Marketing                                     2.0%                           61,255
               Housekeeping                                  6.0%                          183,765
               Dietary                                    $8.50/PRD                        522,151
               Personal Care                                 6.0%                          183,765
               Replacement Reserves                            -                       $    63,375
                                                                                       -----------
             Total Expenses                                                             $2,062,823
                                                                                             (67.4%)

             Stabilized Net Operating Income                                           $   999,932
             Overall Capitalization Rate                                                      .115
                                                                                       -----------

             Capitalized Value (Fee Simple)                                            $ 8,695,061
                                                                                       ===========

                                                               Called                  $ 8,700,000

                                                               Per Unit                $    51,479

   399
                        VALUATION OF FAVORABLE FINANCING

The preceding valuation assumes conventional market financing. However, the
subject includes favorable financing in the form of a deed of trust issued in
1978 ($3,683,200, 40 year note). The current balance due of the note is
approximately $3,403,894. The present value of this financing must be added to
our valuation estimates described above because a third party buyer of the
subject should be willing to pay for the debt service savings accruing from this
assumable note.

Our estimate of the effect of the favorable financing is illustrated on the
following page. These assumptions are as follows:

                 Note Principal @ 3/96:                $3,403,894
                 Interest Rate:                        7.5%, Fixed
                 Note Term:                            8/2018, Assumable

                 Conventional Financing
                 - Interest Rate:                      8.5%, Fixed

To calculate the value of this favorable financing, we have extensively surveyed
leading lenders (REITS, conventional banks, pension funds, FANNIE MAE lenders)
in the senior housing industry to determine a conventional financing interest
rate. The consensus of these lenders is that although conventional taxable
financing of any projects and senior projects in particular is still difficult
in early 1996, that an average taxable interest rate of 8.5% to 9.0% would not
be considered unreasonable given the specialized nature of a senior housing
project. Therefore, considering recent downward trends in interest rates for
senior housing properties, we have estimated a current market interest rate of
8.5%.

Our calculations estimate the present value of the remaining monthly interest
payment on net funds to be received from the bond financing discounted by the
market interest rate less an approximation of the incremental costs to be
incurred as part of the HUD financing compared to conventional financing (annual
audits) and the current value of the current balance of required reserves. The
total differential or contribution to value from the favorable financing is
estimated at $273,056, rounded to $275,000 as calculated on the following page.
   400
                                                MONTEGO HEIGHTS LODGE
                                          VALUATION OF FAVORABLE FINANCING
                                          --------------------------------


                                                                                         
     Present value of financing at market rate (8.5%):                                          $3,403,896

     Present value of financing at below market rate (7.5%):

        Present value of $26,171 (1) monthly payment
        for 22.3 remaining years at 8.5% market rate                                            $3,120,267
                                                                                                ----------

     Difference in present value of financing                                                   $  283,629

     Less:  $6,000/year annual HUD audit charges (through 2018)
             discounted to 4/96 at 8.5%                                                         $  (57,395)

     Plus:  Present value of replacement reserve balance at 8/18
             ($92,011) discounted to 4/96 at 5.0% (8.5% market interest
             rate less 3.5% estimated interest earned on escrow funds)                          $   46,822
                                                                                                ----------

     Net Difference in present value of financing                                               $  273,056
                                                                                                ==========

                                                                           Called               $  275,000





     (1)   Monthly payment for $3,683,200, 40 years, 7.5% interest rate plus
           reserve obligations.
   401
                                  CERTIFICATION

1.       We have no present or contemplated future interest in the real estate
         that is the subject of this restricted appraisal report.

2.       We have no personal interest or bias with respect to the subject matter
         of this restricted appraisal report or the parties involved.

 3.      To the best of our knowledge and belief, the statements of fact
         contained in this restricted appraisal report, upon which the analyses,
         opinions and conclusions expressed herein are based, are true and
         correct.

 4.      This restricted appraisal report sets forth all of the limiting
         conditions (imposed by the terms of my assignment or by the
         undersigned) affecting the analyses, opinions and conclusions contained
         in this report.

 5.      This restricted appraisal report has been made in conformity with and
         is subject to the requirements of the Code of Professional Ethics and
         Standards of Professional Conduct of the Appraisal Institute and is
         prepared in accordance with the requirements of the Office of the
         Comptroller of the Currency and the Uniform Standards of Professional
         Appraisal Practice.

6.       Our compensation is not contingent on an action or event resulting from
         the analysis, opinions, conclusions or the use of this report.

7.       The value estimates set forth in this report are not predetermined or
         based on any requested minimum valuation, a specific valuation or the
         approval of a loan.

8.       The use of this report is subject to the requirements of the Appraisal
         Institute relating to review by its duly authorized representatives.

9.       Wilma Koch, Appraisal Associate provided significant professional
         assistance to the persons signing this report.

10.      As of the date of this report, Michael G. Boehm, MAI has completed the
         requirements of the continuing education program of the Appraisal
         Institute.

11.      A personal inspection of the property was made by Michael G. Boehm, MAI
         on May 9, 1995 and by Wilma Koch, Appraisal Associate on March 29,
         1996.
   402
12.      The concluded total going concern market value estimate of the fee
         simple interest of Montego Heights Lodge, including the value of
         favorable financing, is as follows:

         MARKET VALUE "AS IS" (MARCH 29, 1996):

EIGHT MILLION NINE HUNDRED SEVENTY FIVE THOUSAND ($8,975,000) DOLLARS

SENIOR LIVING VALUATION SERVICES, INC.


- -------------------------
Michael G. Boehm, MAI
   403
                                  A D D E N D A



   404
                           RESTRICTED APPRAISAL REPORT

                           RETIREMENT INN - FULLERTON
                           1621 E. COMMONWEALTH AVENUE
                              FULLERTON, CALIFORNIA

                             AS IS ON APRIL 5, 1996
                            SLVS FILE NO. 96-04-30.3

                                  PREPARED FOR

                 AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P.

                                   PREPARED BY

                              MICHAEL G. BOEHM, MAI
   405
April 5, 1996

American Retirement Villas Properties II, L.P.
c/o ARV Assisted Living
245 Fischer Avenue, Suite D-1
Costa Mesa, California  92626

Attention:   Ms. Sheila Muldoon

Re:      Retirement Inn - Fullerton
         1621 East Commonwealth Avenue
         Fullerton, California
         SLVS File No. 96-04-30.3

Ladies and Gentlemen:

In accordance with your request, we have conducted the required investigation,
gathered the necessary data, and made certain analyses that have enabled us to
form an opinion of the market value of the above captioned property. This report
has been prepared to be in compliance with the requirements of the Uniform
Standards of Professional Appraisal Practice as a restricted appraisal report.
This letter report updates a full narrative appraisal report prepared by our
firm and dated August 1, 1995. The full narrative report discusses the subject
region, neighborhood, site, improvements and market in detail. Therefore, this
letter should be used in conjunction with the full narrative appraisal report.
This report is intended for use by the client only. This letter report cannot be
fully understood properly without a review of the previous full narrative
appraisal report and additional information currently contained in the work file
of the appraiser.

Based on an inspection of the property and the investigation and analysis
undertaken, we have formed the opinion, subject to the assumptions and limiting
conditions set forth in this report, that as of April 5, 1996, the fee simple
total going concern interest of the subject, as is, has a market value of:

TWO MILLION FOUR HUNDRED TWENTY FIVE THOUSAND ($2,425,000) DOLLARS
   406
Ms. Sheila Muldoon
April 5, 1996
Page 2

This total going concern value estimate can be allocated to the following
components:


                                                               Market Value
                                                                 As Is -
                                                                 4/5/96
                                                               ------------
                                                                   
                   Real Estate Value                           $1,750,000
                   Furniture, Fixtures & Equipment                125,000
                   Business Value                                 550,000
                                                               ----------

                   Total Going Concern Valuation               $2,425,000
                                                               ==========



As required by the Uniform Standards of Professional Appraisal Practice for a
restricted appraisal report, the pages that follow set forth the identification
of the property, property rights appraised, assumptions and limiting conditions,
the scope of appraisal procedures followed in this restricted appraisal report,
discussion and summary of cash flow projections and certification page.

Respectfully submitted,

SENIOR LIVING VALUATION SERVICES, INC.

Michael G. Boehm, MAI
President
   407
                                  INTRODUCTION

PROPERTY IDENTIFICATION

The subject property consists of a 43,124 square foot (0.99 acres) site that is
improved with a 68 unit congregate senior housing project (including up to 99
licensed assisted living beds) known as Retirement Inn - Fullerton. The subject
has a designated street address of 1621 East Commonwealth Avenue, Fullerton,
Orange County, California.

PROPERTY OWNERSHIP AND HISTORY

The fee simple title to the subject site, all improvements and furnishings
comprising Retirement Inn - Fullerton is currently vested in American Retirement
Villas Properties II, L.P. (ARVP II). The subject was purchased by ARVP II in
the late 1980's as part of a larger group of senior properties from the
Retirement Inns of America (Avon Products, Inc.). The subject has not been
sold/purchased within the last three years.

The subject retirement building was originally planned and developed in the
early 1970's. The existing subject improvements became available for occupancy
in 1973. The subject's recent history includes effective full occupancies
despite a current slightly depressed occupancy of 83.5% (71/85 total beds)
reflecting a competitive market area and weak local real estate market and
economy.

SCOPE OF THE ASSIGNMENT

The scope of this assignment is to inspect the subject property, conduct an
investigation of market data, and prepare a restricted appraisal report in
accordance with the requirements of the Uniform Standards of Professional
Appraisal Practice. All information deemed pertinent to the completion of this
letter update was made available. Specifically, the procedures performed in this
limited report included:

1)       a 1996 site inspection noting material changes in the subject region,
         neighborhood, site, improvements and market (none were noted). These
         influences on value are described in detail in the 1995 full appraisal
         report;

2)       Updated Income Approach analysis using the current market rents,
         vacancy, expenses and capitalization rates.

Our limited narrative appraisal report does not include an updated Market
Analysis (although any potentially new competition to the subject was
investigated and an overall review of competition was conducted), Cost Approach
or Sales Comparison Approach value conclusions.

This restricted appraisal report estimates a value of the fee simple interest in
the subject property using only an Income Approach. Determining a value estimate
for the subject using Cost and Sales Comparison Approaches was deemed
inappropriate and unnecessary for the subject property.
   408
This conclusion reflects the difficulty of accurately incorporating depreciation
and profit in a value estimate using a Cost Approach and the overall lack of
truly comparable sales.

PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to estimate the subject's total fee simple going
concern market value as is.

FUNCTION OF THE APPRAISAL

It is understood the appraisal shall be used by American Retirement Villas
Properties II, L.P. in an evaluation of the subject for the possible sale to an
ownership real estate investment trust.

PROPERTY INSPECTION

The subject property was inspected on May 4, 1995 by Michael G. Boehm, MAI who
was accompanied by Ms. Lana Hammers, Administrator and April 5, 1996 by Wilma
Koch, Appraisal Associate.


DATE OF APPRAISAL

April 5, 1996


DATE OF VALUE

April 5, 1996


PROPERTY RIGHTS APPRAISED

This appraisal estimates the fee simple total going concern market value of the
subject operating as a congregate senior housing business. Going concern value
is defined by the Appraisal Institute as the value created by a proven property
operation; considered a separate entity to be valued with an established
business. This total going concern value can be allocated to its real estate,
furniture, fixtures and equipment and business value components. An estimated
allocation of our total going concern valuation is set forth in this report.

Fee Simple is defined by the Appraisal Institute as absolute ownership
unencumbered by any other interest or estate subject only to the limitations of
eminent domain, escheat, police power, and taxation.

DEFINITION OF MARKET VALUE

As defined by the Office of the Comptroller of the Currency under 12 CFR, Part
34, Sub-part C- Appraisals, 34.42 Definitions (f), market value is defined as:
   409
"The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each
acting prudently, and knowledgeably and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:

(i)      buyer and seller are typically motivated;

(ii)     both parties are well informed or well advised, and acting in what they
         consider their best interests;

(iii)    a reasonable time is allowed for exposure in the open market;

(iv)     payment is made in terms of cash in U.S. dollars or in terms of
         financial arrangements comparable thereto; and

(v)      the price represents the normal consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale."

ASSUMPTIONS AND STANDARD LIMITING CONDITIONS

   1.    The legal description furnished to the appraiser is assumed to be
         correct, and the title is assumed to be marketable.

   2.    The appraiser assumes no responsibility for legal matters.

   3.    Report exhibits are only visual aids. All sizes indicated for land and
         improvements are from indicated sources and assumed to be correct.

   4.    Unless otherwise noted herein, it is assumed there are no detrimental
         easements, encumbrances, encroachments, liens, zoning violations,
         building code violations, or environmental violations, etc. affecting
         the subject property.

   5.    Information, estimates, and opinions furnished to the appraiser are
         obtained from sources considered reliable; however, no liability for
         their accuracy can be assumed by the appraiser.

   6.    It is assumed that there are no hidden or unapparent conditions in the
         land or improvements that render the property more or less valuable or
         that would reduce its utility, development potential, marketability.
         All improvements are assumed to be structurally sound unless otherwise
         noted. No responsibility is assumed for hidden or undisclosed
         conditions or for arranging for engineering studies that may be
         required to discover any defects or uniquely favorable conditions.

   7.    The appraiser has inspected the subject property with the due diligence
         expected of a professional real estate appraiser. The appraiser is not
         qualified to detect hazardous waste and/or toxic materials. Any comment
         by the appraiser that might suggest the possibility
   410
         of the presence of such substances should not be taken as confirmation
         of the presence of hazardous waste and/or toxic materials. Such
         determination would require investigation by a qualified expert in the
         field of environmental assessment.

   8.    The presence of substances such as asbestos, urea-formaldehyde foam
         insulation or other potentially hazardous materials may affect the
         value of the property. The appraiser's value estimate is predicated on
         the assumption that there is no such material on or in the property
         that would cause a loss in value.

   9.    No responsibility is assumed for any environmental conditions, or for
         any expertise or engineering knowledge required to discover them. The
         appraiser's description and resulting comments are the result of the
         routine observations made during the appraisal process.

  10.    Responsible ownership and competent management are assumed.

  11.    Where the discounted cash flow analysis is utilized, it has been
         prepared on the basis of the information and assumptions stipulated in
         this appraisal report. The achievement of any financial projections
         will be affected by fluctuating economic conditions and is dependent
         upon the occurrence of other future events that cannot be assured.
         Therefore, the actual results achieved may well vary from the
         projections and such variation may be material.

  12.    The appraiser is not required to give testimony or appear in court, or
         at public hearings, or at any special meeting or hearing with reference
         to the property appraised herein by reason of preparation of this
         report, unless arrangements have been made prior to preparation of this
         report.

  13.    Possession of this report does not carry with it the right of
         publication. It shall be used for its intended purpose only and by the
         parties to whom it is addressed. Neither all nor any part of the
         contents of this report shall be conveyed to the public through
         advertising, public relations, news, sales, or other media without the
         written consent or approval of the author. This applies particularly to
         value conclusions, the identity of the appraiser or firm with which it
         is connected, and any reference to the Appraisal Institute, or MAI
         designation.

  14.    Property values are influenced by a large number of external factors.
         The information contained in the report comprises the pertinent data
         considered necessary to support the value estimate. We have not
         knowingly withheld any pertinent facts, but we do not guarantee that we
         have knowledge of all factors which might influence the value of the
         subject property. Due to rapid changes in external factors, the value
         estimate is considered reliable only as of the effective date of the
         appraisal.
   411
SPECIAL CONDITIONS

The subject is licensed as a residential care facility for the elderly (assisted
living) for up to a maximum of 99 beds with the California Department of Social
Services. This appraisal assumes that the subject meets all physical plant and
operating requirements as an assisted living facility.

The appraisers were not provided with a title report to specifically describe
the site's legal description nor any current easements or encumbrances that
might affect the subject operation as a congregate senior housing business. This
appraisal assumes that there are no adverse easements or encumbrances affecting
the subject. We recommend review of a current title report.

The estimates of value set forth in this report are partially relying on the
current rent roll, historical operating statements and limited building drawings
and building statistical data provided to the appraiser by ARV Assisted Living.
   412
                                EXECUTIVE SUMMARY


                                         
Property Name:                              Retirement Inn - Fullerton

Location:                                   1621 East Commonwealth Avenue
                                            Fullerton, California

Assessor's Parcel No.:                      269-106-016 (Orange County)

Property Rights Appraised:                  Fee Simple (Total Going Concern)

Date of Value:                              As Is on April 5, 1996

Land Area:                                  43,124 Square Feet, 0.99 Acres

Excess Land:                                None

Zoning:                                     R-3 (Fullerton) a multi family zoning district

Improvements:                               Type:    One, average quality, two story, Class D congregate
                                                     retirement apartment building and common areas.

                                            Age:     Year Built - 1973; Improvement Age - 23 Years;
                                                     Effective Age - 23 Years;
                                                     Remaining Economic Life - 22 Years

                                            Size:    68 congregate retirement apartment units (85
                                                     currently configured maximum bed count) and
                                                     common areas in approximately 38,155 square feet of
                                                     gross building area.

                                            Condition:  Average

H & B Use (if vacant):                      Senior Housing

H & B Use (as improved):                    See Highest and Best Use Discussion in 8/95 Full Narrative
                                            Appraisal Report

Capitalization Rate:                        11.5%

Projected Stabilized Net Income:            $277,547 (4/96-3/97)

   413

                                                                                 
Total Going Concern Market
  Value, as is, as of
  April 5, 1996:                            Cost Approach:                                Not Used
                                            Income Approach:                             $2,425,000
                                            Sales Comparison Approach:                    Not Used

                                            Value Conclusion:                            $2,425,000
                                                                                        ($35,662/unit)

Allocation of Final
  Value Determination
  to Components:                                                                        Market Value
                                                                                             As Is -
                                                                                            4/5/96
                                                                                          ----------
                                            Real Estate                                   $1,750,000
                                            FF&E                                             125,000
                                            Business Value                                   550,000
                                                                                          ----------

                                            Total Going Concern Valuation                 $2,425,000
                                                                                          ==========



Total Estimated Marketing Time:             4 Months
   414
                                 INCOME APPROACH

The Income Approach is based upon the economic principle that the value of a
property capable of producing real estate income is the present worth of
anticipated future net benefits. The net income projection is translated into a
present capital value indication using a capitalization process. There are
various methods of capitalization that are based on inherent assumptions
concerning the quality, durability, and pattern of the income projection.

Our Income Approach analysis applies an overall capitalization rate to the
subject's projected net income over the next 12 months. This method was
considered appropriate as the subject is currently operating at a stabilized
cash flow (occupancy and expenses). A discounted cash flow model was not
considered of primary usefulness in valuing the subject for the following
reasons:

1)       buyers of properties like the subject typically do not use discounted
         cash flow analyses;

2)       because the subject is a stabilized property, a discounted cash flow
         model would simply be inflating revenues and expenses at a fixed rate
         and then canceling out the inflation estimate using an appropriate
         discount rate. In other words, if properly applied, a discounted cash
         flow analysis would arrive at the same value estimate as applying an
         overall capitalization rate methodology.

Net income is calculated by subtracting a vacancy and credit allowance and all
fixed and operating expenses from the indicated gross income. The methods
utilized to estimate gross income, vacancy, expenses and an overall
capitalization rate are discussed in detail in the following paragraphs.

PROJECTION PERIOD

In our analysis of the subject's net income, we have utilized a projection
period of 12 months (4/96 to 3/97) which reflects a stabilized cash flow and
occupancy level. Based on this premise, the owner of the property will enjoy the
net proceeds of sale (reversion) at March, 1996 based on the projected April,
1996 to March, 1997 net income. The theory is that the investor purchasing the
property in March, 1996 would be more interested in the anticipated net income
in their first year of ownership than they would be in the previous year's
income prior to their ownership.

POTENTIAL GROSS ANNUAL INCOME

In estimating the potential gross annual income for the subject property over
the projection period, we have reviewed the current rent roll and previously
prepared our own survey of the properties considered to be most competitive and
comparable to the subject. This survey was presented in the Market Analysis
section of the full narrative appraisal dated August, 1995.

The operators of the subject property have achieved the rental census and
occupancy as summarized on the following page. The March, 1996 census reveals an
occupancy of 83.5% or
   415
                           RETIREMENT INN - FULLERTON
                   SUMMARY OF SUBJECT RENT CENSUS AT 3/20/96



                                         Private-Studio        Semi-Private          SSI                Total
                                            (Units)               (Beds)            (Beds)              -----
                                         --------------        ------------         ------
                                                                                          
Number Units/Beds - Rented                     40                  11               20                 71 (83.5%)
Rent Range                                $1,150-$1,485          $850-$950         $682-$802          $682-$1,415
Rent Average                                 $1,338                $880              $699               $1,087

Potential Total Rent-Rented                  $642,060            $116,220           $167,760           $926,040


Number Units/Beds - Vacant (1)                 11                   1                 2                14 (16.4%)
Rent Range                                    $1,250               $800              $702             $702-$1,250
Rent Average                                  $1,250               $800              $702               $1,140

Total Potential Rent-Vacant                  $165,000             $9,600            $16,848            $191,448


Total Units/Beds                               51                  12                22                85 (100%)
Gross Potential Rent-Total                   $807,060            $125,820          $184,608           $1,117,488
Per Unit/Bed                                  $1,319               $874              $699               $1,096



NOTES:

(1)    Vacant units include:

       Private Studio - Units 107, 123, 202, 206, 210, 216, 225, 229, 231, 234,
       235 (11 Units);

       Semi-Private - Beds 228, 237, 239 (3 Beds); vacant beds allocated between
       semi-private and SSI in ratio of leased semi-private/SSI beds.
   416
71 beds out of a maximum current configuration of 85 beds. This occupancy
represents a decrease from the low 90%'s over the past 9 months.

Our review of the subject's rent roll revealed a relatively variable range of
rentals with several units having different rents. Discussions with the current
operator noted that individual monthly rents were a function of the unit
location, when the resident entered the subject and negotiation of the rent when
entered. All SSI rents are fixed by governmental agency at $699 per month and
not market determined.

Overall and based upon mid 1995 market rate surveys, the subject's private room
rents (with and without the assisted living surcharge) are still at March, 1996,
generally within the range of the most comparable properties and near the
average (for both congregate and assisted living) of all facilities. The
subject's congregate studio and one bedroom rents are also near the average of
all projects surveyed. The subject's average assisted living rents are slightly
below the average for semiprivate and private rooms (about 10%). Because the
subject offers a la carte pricing for its assisted living amenities, residents
can effectively choose their rent level (the assisted living surcharge) as their
living assistance needs vary or change. The subject's average rents have not
increased on a net basis from July, 1995 to March, 1996.

In our opinion, the most compelling evidence that the subject's rents are market
rents (and not above or below) is the subject's recent occupancy history (mid
80%'s to low 90%'s) and its current occupancy, which is temporarily a slightly
depressed 83% at the current rents. In our opinion, the subject's rents have not
been material factors in keeping occupancy below the more typical 92% to 95%.
The subject's lower rents are reasonable given the subject's age and condition
and more monolithic unit mix.

Therefore, given the above discussion, in our opinion, the subject's current
monthly average rents represent market rental rates and are used in our pro
forma estimate of income and expenses shown on a following page. All subject
rents (the average per unit/bed type noted above) are forecast to increase 1.5%
during the 4/96 to 3/97 projection period, reflecting market conditions and the
subject's history. The 1.5% estimate in the next 12 months represents an average
3% rent increase applied at each resident's move-in anniversary date which are
assumed to occur evenly over the next 12 months. SSI rates are conservatively
forecasted to remain at current levels in the next 12 months. Our cash flow
estimates are shown gross or before a vacancy and collection factor.

The above rents are base rents for unlicensed congregate living services. This
rent does not include assisted living surcharges which are billed to residents
on an a la carte basis. Currently, the subject charges for these extra amenities
on a case by case basis with an approximate average of $425 extra per month for
medication monitoring, help with bathing and doing personal laundry. Currently,
about 21 residents pay for living assistance at an approximate average of $422
extra rent per month. Our cash flow projections for the subject estimate a
stabilized 29% gross utilization (25 beds gross) of assisted living amenities at
stabilization, calculating to the following gross assisted living surcharge
income:
   417


                            Avg. Surcharge/          Resident           Projected
         Period               Month/Bed            Utilization        Annual Income
         ------               ---------            -----------        -------------

                                                             
         @ 3/96                 $422                21 (net)                -

         @ 4/96 to 3/97         $450                25 (gross)         $135,000



In addition to total potential gross room revenue, we have included
miscellaneous income at 1.0% of effective gross income reflecting historical
receipts for guest meals, processing fees, extra services to residents, and
beauty shop income.

VACANCY AND COLLECTION LOSSES

Our cash flow projections deduct a total vacancy and collection loss in the
stabilized projection period as follows:


                                                      Average             Average
                                                     Occupancy            Vacancy
                                                     ---------            -------

                                                                      
             As Is @ 3/96                              83.5%               16.5%

             4/96 to 3/97 (Stabilization)              90.0%               10.0%


The above estimate of stabilized occupancy/vacancy is meant to incorporate 76.5
residents or an occupancy/vacancy of 90.0% (76.5/85). This conclusion is
consistent with the subject's recent occupancy trends, occupancies at similar
projects and operator projections. The difference in our stabilized occupancy
level and the current occupancy is not material (5.5 beds) and within month to
month occupancy fluctuations.

The higher than typical and average market vacancy factor (5% to 8%) reflects
the subject's occupancy history and current occupancy, discussions with the
current operator, the subject's competitive position and local market conditions
as reflected in the occupancies at similar projects in the market. The subject's
market position (lower rents in a more affluent market) and average quality
mitigate against a lower stabilized vacancy estimate (or higher occupancy).

OPERATING EXPENSES

In determining pro forma estimates of operating expenses, we have primarily
relied on the specific expense histories (1994, 1995, and two months of 1996)
and budget (1996) of the subject property as summarized on the following page
and the experience at comparable projects. The expenses enumerated below would
be those of a typical operator at the subject. We have summarized our expense
estimates as follows:
   418
                           RETIREMENT INN - FULLERTON
                          HISTORICAL INCOME AND EXPENSE



                                                        Historical
                                                                                                     Operator
                                                                   2 Months                            Goal
                                Year Ending       Year Ending       Ending           1996             Budget
Revenues                          12/94            12/95           2/29/96         Annualized          1996
- --------                        -----------       -----------      --------        ----------        --------
                                                                                            
Rental Income                   $  956,057        $1,024,980       $161,465        $  984,937       $1,087,788
Assisted Living Income              74,403           126,187         20,509           125,105          121,740
Non-Operating Revenue           $    8,967        $    8,474       $    785        $    4,789       $   10,643
                                ----------        ----------       --------        -----------      ----------

Total Revenues                  $1,039,427        $1,159,641       $182,759        $1,114,830       $1,220,171

Expenses (1)

Real Estate Taxes               $   33,323        $   38,391       $  3,925        $   23,943       $   33,327
Insurance                           12,518            13,833          2,412            14,713           14,906
G&A                                 36,061            31,209          5,986            36,515           33,400
Utilities                           73,370            75,256         10,677            65,130           77,705
Payroll/Benefits                   430,765           421,809         72,510           442,311          453,717
Maintenance                         37,523            49,928          8,512            51,923           49,300
Activities                           9,529             8,483          1,111             6,777            8,559
Marketing                            7,440            11,746          1,876            11,444           10,200
Laundry & Linen                      8,527             8,195          1,808            11,029           11,412
Dietary                            103,131           106,771         14,518            88,560          107,322
Supplies                            24,000            23,164          3,263            19,904           23,845
                                ----------        ----------       --------        ----------       ----------

Total Operating Expense         $  776,187        $  788,785       $126,598        $  772,249       $  823,693
                                   (74.7%)           (68.0%)        (69.3%)           (69.3%)          (67.5%)

Net Operating Income            $  263,240        $  370,856       $ 56,161        $  342,581       $  396,478
                                ==========        ==========       ========        ==========       ==========



NOTES:

(1)  Does not include management fee or replacement reserves.
   419
Real Estate Taxes - Real estate taxes are estimated to reflect an assumed sale
of the subject property and a reassessment at current market rates at March,
1996 ($2,425,000 times the tax rate of 1.00968% plus approximately $6,008 in
direct assessments). This real estate tax expense reflects taxes that would have
to be incurred by a buyer of the subject wherein the subject would be reassessed
to market value;

Insurance - estimated at 1.25% of effective gross income, reflecting typical
charges for liability/fire insurance, historical costs incurred, and the fixed
nature of this expense;

Management - estimated at 5% of effective gross income reflecting the current
typical or average industry charge which would be appropriate for the subject
considering its average complexity of operation;

General and Administrative - estimated at 12% of effective gross income;
representing additional on site costs incurred to manage the subject including
salaries and benefits for the administrator and assistants and all miscellaneous
costs to operate the subject (office supplies, miscellaneous rentals);

Utilities - estimated at 6.5% of effective gross income, which is consistent
with historical costs incurred. Includes all common area and unit utility costs
(telephone, electric, gas, water, sewer);

Maintenance - estimated at 5% of effective gross income, including all
maintenance/security salary and supplies (including land maintenance and pest
control), derived from historical expenses;

Activities/Transportation - all social/recreational service costs including
salaries and supplies (including van service) are estimated at 3% of effective
gross income;

Marketing - all advertising, marketing and sales expenses are estimated at 2% of
effective gross income. This allocation is higher than typical but reflects the
subject's lower occupancy, high turnover (relative to all senior properties) and
large number of units, requiring a more intensive marketing effort;

Housekeeping - estimated at 6% of effective gross income to include salaries,
supplies, for both an internal laundry and linen service and housekeeping and
consistent with historical costs incurred;

Dietary - estimated at anticipated dietary costs to a typical operator or $10.00
per day per resident (76.5 occupied beds x $10.00/day x 365 days). This estimate
includes all dietary related salaries and benefits and cost of food. These
estimates are within current industry averages and historical costs incurred;

Personal Care - estimated at 6.0% of effective gross income to include all
salaries and supplies necessary to provide assisted living services to
approximately 26% of the residents (about $7.27 per resident day for 23
residents);
   420
Replacement Reserve - estimated at 15% of the estimated furniture and equipment
cost new ($170,000 or $2,500 per unit) to include the annual reserve necessary
to replace furniture and equipment and other short lived capital items
(carpeting, painting). The stabilized estimate of $25,500 is equal to 2.2% of
the estimate effective gross income.

As shown, total stabilized expenses (not including management fees and reserves)
to a typical operator accumulate to 68.7% of effective gross income or $10,322
per occupied bed (76.5 beds). A comparison to similar congregate/assisted living
properties before management fees and reserves is shown on the following page.

As illustrated, the projected expenses for the subject are slightly above the
average of the expense histories of the projects listed. The subject will always
have higher expenses on a percentage of income basis because of its lower
revenue base (smaller units, lesser number of units, SSI census) and higher on a
per patient basis due to the location within a market area of higher operating
costs/rents. Our projections consider the experience at the comparable
properties and historical costs incurred.

On the following page, we have illustrated average annual operating costs per
unit as accumulated in a recent national survey of operating expenses for
various types of senior facilities including assisted living. The subject falls
with the median operating costs for a combination congregate/ assisted living
project.

Finally, a reconciliation of our adjusted period one (4/96 to 3/97) projected
expenses to 1995 actual expenses and 1996 budgeted expenses illustrates the
following:

                                                                    
Actual Total Expenses (1995)                                     $ 788,785
                                                                 =========

Operator Budget (1996)                                           $ 823,693
                                                                 =========

Projected Total Expenses Per SLVS (4/96 to 3/97)                 $ 872,712

Less:  Management Fees                                           $( 57,513)
Less:  Replacement Reserves                                      $( 25,500)
                                                                 ---------

Adjusted Projected Total Expenses (4/96 to 3/97)                 $ 789,699
                                                                 =========

Difference
    (over 1995 actual, reflects lower occupancy)                      +0.1%
    (under 1996 budget)                                               -4.2%

   421
                           RETIREMENT INN - FULLERTON
                          OPERATING EXPENSE COMPARABLES



                                National Operator #1 -          National Operator #2 -                  Subject
                                  13 Projects (1995)              12 Projects (1995)                   Projected
                                ----------------------          ----------------------           ---------------------
                                 % of            Per             % of            Per              % of           Per
Expense Category                Income           Unit           Income           Unit            Income          Unit
- ----------------                ------           ----           ------           ----            ------          ----
                                                                                              
Property Taxes                    4.4%          $  838            5.2%         $   792             2.6%        $   395
Insurance                         1.1%             249            1.4%             208            1.25%            188
Administration                    7.2%           1,454           10.7%           1,632            12.0%          1,804
Activities                        5.3%             276            (2)             (2)              3.0%            451
Marketing                         2.3%             276            3.6%             543             2.0%            301
Plant Operations                  5.0%           1,788           10.8%           1,640            11.5%          1,729
Housekeeping                      3.2%             563            3.9%             587             6.0%            902
Dietary                          14.0%           3,128           20.2%           3,073            24.3%          3,650
Assisted Living                   1.8%             791           10.3%           1,572             6.0%            902
                                 -----          ------           -----         -------            -----        -------

Total Expenses (1)               51.3%          $9,963           66.1%         $10,047            68.7%        $10,322
                                 =====          ======           =====         =======            =====        =======





                                         1st Quartile                    Median                       4th Quartile
                                      -------------------          --------------------            ------------------
                                       % of         Per             % of          Per               % of        Per
                                      Income        Unit           Income         Unit             Income       Unit
                                      ------        ----           ------         ----             ------       ----
                                                                                            
1995 National ASHA Survey

Congregate                             57.3%       $7,040          61.2%        $ 9,031            63.2%      $11,245
Assisted Living                        69.7%       $9,999          65.4%        $12,320            64.7%      $15,033



NOTES:

(1)   Before management fees and replacement reserves.

(2)   Included in other functional categories.

(3)   Caution should be used in analyzing the above data as functional
      categorization of expenses is not always consistent between
      properties/operators.
   422
CAPITALIZATION PROCESS

Because Retirement Inn - Fullerton is being appraised as of March, 1996 wherein
it has reached a stabilized cash flow, we have utilized a procedure where the
stabilized net income for the period of April, 1996 to March, 1997 is
capitalized at a rate of 11.5% to get an indicated total property value at
April, 1996. This calculation is shown on a following page.

We have been involved in the analysis and valuation of numerous retirement
facilities around California which have generally exhibited overall
capitalization rates ranging from 10% to 12%. These are illustrated in sales of
comparable facilities as shown on a following page.

In April, 1995, Senior Living Valuation Services, Inc. conducted the second
annual survey of close to 300 participants in the senior housing industry
regarding their investment criteria or perception of criteria used in evaluating
different types of senior housing properties. The investment criteria survey
polled included capitalization rates, discount rates and returns on equity. A
copy of this survey is provided in the Addenda of this report. The survey
indicated a capitalization rate range of 9% to 16% and an average of 12.1% for
assisted living facilities. Though the survey is not definitive, it does provide
some market evidence of the investment criteria being used (or perceived to be
used) by industry professionals.

Another method of estimating a capitalization rate is the band of investment
weighted average technique. If the available mortgage terms are known, the debt
service or mortgage constant can be calculated, and if the equity dividend rate
required to attract equity capital is known or can be estimated, the overall
rate applicable in direct capitalization can be computed. Available mortgage
terms are 70% of value at 8.5% interest with an amortization term of 25 years
reflects market terms based on our experience of specific financing transactions
and recent national surveys of financing parameters for senior housing
properties. Based on these terms, the mortgage constant is .0966. The equity
dividend rate required to attract equity capital for properties similar to the
subject is approximately 16% (per our investment survey). The indicated overall
capitalization rate using this approach is:

                               Band of Investment


                                    Portion                            Weighted
                                    of Value          Rate           Contribution
                                    --------          ----           ------------

                                                                 
                  Mortgage          0.70    x        .0966              .0676
                  Equity            0.30    x        .16                .0480
                                                                        -----

                                     1.0    x        Overall Rate       .1156

                                                     OAR                11.56%

   423
                           RETIREMENT INN - FULLERTON
                       COMPARABLE IMPROVED ACLF/ALF SALES



                                                                                                                       Indicated
                                  Age/No.       Sale                        Price/                     Occupancy       Overall
No.   Name/Location              of Units       Date       Sale Price        Unit        Price/SF      @ Sale            Rate
- ---   -------------              ---------      ----       ----------       ------       --------      ---------      ---------
                                                                                              
1.    The Chanate                  1984/         2/96      $ 7,400,000      $61,667       $61.67          85%          11.4% (1)
      3250 Chanate Road            120                       (Cash
      Santa Rosa, CA                                       Equivalent)

2.    Carlton Plaza                1993/        12/95      $ 8,228,858      $64,288       $78.82          70%          11.0% (1)
      3800 Walnut                  128
      Fremont, CA

3.    Vinwood Lodge                1974/        12/95      $ 4,100,000      $55,405       $70.09          92%          10.3%
      35 Fenton                     74
      Livermore, CA

4.    Carrington Pointe            1989/        12/95      $11,411,000      $65,580       $72.03          95%          10.7%
      1715 East Alluvial           174
      Fresno, CA

5.    Villa at Palm Desert         1989/        11/95      $ 6,600,000      $85,714       $114.29         95%          10.4%
      44-300 San Pasqual            77
      Palm Desert, CA

6.    Oak Tree Villa               1988/         6/95      $11,900,000      $58,911       $69.19          72%          12.3% (1)
      100 Lockwood Lane            202
      Scotts Valley, CA



             (1)  estimated at projected full occupancy



   424
These sources of capitalization rates can be summarized as follows:


                                                    Indicated
                                                    Cap Rates
                                                    ---------
                                                 
         6 Detailed Sales                             11.0% (Average)
        SLVS Investment Survey                        12.1% (Assisted Living)
        Band of Investment                            11.6%



Based upon the current characteristics of the subject, namely, its overall
average cash flow risk as reflected in its lower stable occupancy (90%) and cash
flow (including a lower risk SSI census) and considering the subject's market
position (below average rents, full assisted living licensing, older physical
plant and more monolithic unit mix), which is derived from the subject's
established niche as a middle market, average quality assisted living project in
the area, and considering the affluent local market and overall current market
conditions, we have concluded that 11.5% or toward the middle portion of the
approximate range is an appropriate capitalization rate for the subject
property.

SUMMARY

Our estimate of value by the Income Approach is summarized on the following page
and produces an indicated value for the subject property as is, at April 5, 1996
of $2,413,452, rounded to $2,425,000 ($35,662/unit).
   425
                           RETIREMENT INN - FULLERTON
                    PRO FORMA INCOME/EXPENSE & CAPITALIZATION



                                                                            Projected
                                                                           Stabilized
                                                                           (4/96-3/97)
                                                                           -----------
                                                                        
Average Occupancy (All Beds)                                                     90.0% (76.5 Beds)
Average Net Rental (All Beds)                                              $    1,110

Potential Gross Rent Income -
  Studio Private - 51 Beds at $1,319/Mo. Avg.                              $  819,468
  Semiprivate - 12 Beds at $874/Mo. Avg.                                      127,744
  SSI - 22 Beds at $699/Mo. Avg.                                           $  184,536
                                                                           ----------

Potential Gross Rent Income                                                $1,131,748

Plus:  Assisted Living Surcharges (25 Beds at $450/Mo.)                    $  135,000
Plus:  Miscellaneous Income (1% of PGRI)                                   $   11,317
                                                                           ----------

Potential Gross Income                                                     $1,278,065

Less:  Stabilized Vacancy & Collection Losses - 10%                       ($  127,806)
                                                                           ----------

Effective Gross Income                                                     $1,150,259


Expenses -                                    % of EGI
                                              --------
  Real Estate Taxes                                -                       $   30,240
  Insurance                                     1.25%                          14,378
  Management                                     5.0%                          57,513
  G&A                                           12.0%                         138,031
  Utilities                                      6.5%                          74,767
  Maintenance                                    5.0%                          57,513
  Activity & Trans.                              3.0%                          34,508
  Marketing                                      2.0%                          23,005
  Housekeeping                                   6.0%                          69,016
  Dietary                                    $10.00/PRD                       279,225
  Personal Care                                  6.0%                          69,016
  Replacement Reserves                             -                       $   25,500
                                                                           ----------
Total Expenses                                                             $  872,712
                                                                              (75.9%)

Stabilized Net Operating Income                                            $  277,547
Overall Capitalization Rate                                                      .115
                                                                           ----------

Capitalized Value                                                          $2,413,452
                                                                           ==========

                                                  Called                   $2,425,000

                                                  Per Unit                 $   35,662

   426
                                  CERTIFICATION

1.       We have no present or contemplated future interest in the real estate
         that is the subject of this restricted appraisal report.

2.       We have no personal interest or bias with respect to the subject matter
         of this restricted appraisal report or the parties involved.

3.       To the best of our knowledge and belief, the statements of fact
         contained in this restricted appraisal report, upon which the analyses,
         opinions and conclusions expressed herein are based, are true and
         correct.

4.       This restricted appraisal report sets forth all of the limiting
         conditions (imposed by the terms of my assignment or by the
         undersigned) affecting the analyses, opinions and conclusions contained
         in this report.

5.       This restricted appraisal report has been made in conformity with and
         is subject to the requirements of the Code of Professional Ethics and
         Standards of Professional Conduct of the Appraisal Institute and is
         prepared in accordance with the requirements of the Office of the
         Comptroller of the Currency and the Uniform Standards of Professional
         Appraisal Practice.

6.       Our compensation is not contingent on an action or event resulting from
         the analysis, opinions, conclusions or the use of this report.

7.       The value estimates set forth in this report are not predetermined or
         based on any requested minimum valuation, a specific valuation or the
         approval of a loan.

8.       The use of this report is subject to the requirements of the Appraisal
         Institute relating to review by its duly authorized representatives.

9.       Wilma Koch, Appraisal Associate provided significant professional
         assistance to the persons signing this report.

10.      As of the date of this report, Michael G. Boehm, MAI has completed the
         requirements of the continuing education program of the Appraisal
         Institute.

11.      A personal inspection of the property was made by Michael G. Boehm, MAI
         on May 9, 1995 and by Wilma Koch, Appraisal Associate on April 5, 1996.
   427
12.      The concluded total going concern market value estimate of the fee
         simple interest of Retirement Inn - Fullerton, is as follows:

         MARKET VALUE "AS IS" (APRIL 5, 1996):

TWO MILLION FOUR HUNDRED TWENTY FIVE THOUSAND ($2,425,000) DOLLARS

SENIOR LIVING VALUATION SERVICES, INC.


- -------------------------
Michael G. Boehm, MAI
   428
                                  A D D E N D A



   429
                           RESTRICTED APPRAISAL REPORT

                           RETIREMENT INN - DALY CITY
                                 501 KING DRIVE
                              DALY CITY, CALIFORNIA

                             AS IS ON MARCH 29, 1996
                            SLVS FILE NO. 96-04-30.4



                                  PREPARED FOR

                 AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P.



                                   PREPARED BY

                              MICHAEL G. BOEHM, MAI
   430
April 4, 1996



American Retirement Villas Properties II, L.P.
c/o ARV Assisted Living
245 Fischer Avenue, Suite D-1
Costa Mesa, California  92626

Attention:   Ms. Sheila Muldoon

Re:      Retirement Inn - Daly City
         501 King Drive
         Daly City, California
         SLVS File No. 96-04-30.4

Ladies and Gentlemen:

In accordance with your request, we have conducted the required investigation,
gathered the necessary data, and made certain analyses that have enabled us to
form an opinion of the market value of the above captioned property. This report
has been prepared to be in compliance with the requirements of the Uniform
Standards of Professional Appraisal Practice as a restricted appraisal report.
This letter report updates a full narrative appraisal report prepared by our
firm and dated July 13, 1995. The full narrative report discusses the subject
region, neighborhood, site, improvements and market in detail. Therefore, this
letter should be used in conjunction with the full narrative appraisal report.
This report is intended for use by the client only. This letter report cannot be
fully understood properly without a review of the previous full narrative
appraisal report and additional information currently contained in the work file
of the appraiser.

Based on an inspection of the property and the investigation and analysis
undertaken, we have formed the opinion, subject to the assumptions and limiting
conditions set forth in this report, that as of March 29, 1996, the fee simple
total going concern interest of the subject, as is, has a market value of:

         THREE MILLION FOUR HUNDRED SEVENTY FIVE THOUSAND ($3,475,000) DOLLARS
   431
Ms. Sheila Muldoon
April 4, 1996
Page 2

This total going concern value estimate can be allocated to the following
components:



                                                                    Market Value
                                                                      As Is -
                                                                      3/29/96
                                                                    ------------
                                                                         
    Real Estate Value                                                $2,880,000
    Furniture, Fixtures & Equipment                                     120,000
    Business Value                                                      475,000
                                                                     ----------

    Total Going Concern Valuation                                    $3,475,000
                                                                     ==========



As required by the Uniform Standards of Professional Appraisal Practice for a
restricted appraisal report, the pages that follow set forth the identification
of the property, property rights appraised, assumptions and limiting conditions,
the scope of appraisal procedures followed in this restricted appraisal report,
discussion and summary of cash flow projections and certification page.

Respectfully submitted,

SENIOR LIVING VALUATION SERVICES, INC.



Michael G. Boehm, MAI
President
   432
                                  INTRODUCTION

PROPERTY IDENTIFICATION

The subject property consists of a 50,181 square foot (1.15 acres) site that is
improved with a 95 unit congregate senior housing project (including up to 120
licensed assisted living beds) project known as Retirement Inn - Daly City. The
subject has a designated street address of 501 King Drive, Daly City, San Mateo
County, California.

PROPERTY OWNERSHIP AND HISTORY

The fee simple title to the subject site, all improvements and furnishings
comprising Retirement Inn - Daly City is currently vested in American Retirement
Villas Properties II, L.P. (ARVP II). The subject was acquired as part of a
larger package of senior properties from Retirement Inns of America (Avon
Products, Inc.) in 1989. The subject has not been sold/purchased within the last
three years.

The subject retirement building was originally planned and developed in the mid
1970's. The existing subject improvements became available for occupancy in
1975. In approximately 1990, a small second floor addition was completed which
included the construction of several small administrative offices, adjacent to
the auditorium. The subject's recent history includes less than full occupancies
in the early 1990's and rising to a current occupancy of 86.9% (93/107 total
beds) reflecting a competitive market area.

SCOPE OF THE ASSIGNMENT

The scope of this assignment is to inspect the subject property, conduct an
investigation of market data, and prepare a restricted appraisal report in
accordance with the requirements of the Uniform Standards of Professional
Appraisal Practice. All information deemed pertinent to the completion of this
letter update was made available. Specifically, the procedures performed in this
limited report included:

1)       a 1996 site inspection noting material changes in the subject region,
         neighborhood, site, improvements and market (none were noted). These
         influences on value are described in detail in the 1995 full appraisal
         report;

2)       Updated Income Approach analysis using the current market rents,
         vacancy, expenses and capitalization rates.

Our limited narrative appraisal report does not include an updated Market
Analysis (although any potentially new competition to the subject was
investigated and an overall review of competition was conducted), Cost Approach
or Sales Comparison Approach value conclusions.

This restricted appraisal report estimates a value of the fee simple interest in
the subject property using only an Income Approach. Determining a value estimate
for the subject using Cost and
   433
Sales Comparison Approaches was deemed inappropriate and unnecessary for the
subject property. This conclusion reflects the difficulty of accurately
incorporating depreciation and profit in a value estimate using a Cost Approach
and the overall lack of truly comparable sales.

PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to estimate the subject's total fee simple going
concern market value as is.

FUNCTION OF THE APPRAISAL

It is understood the appraisal shall be used by American Retirement Villas
Properties II, L.P., in evaluating the subject for possible transfer to an
ownership real estate investment trust.

PROPERTY INSPECTION

The subject property was inspected on July 13, 1995 by Michael G. Boehm, MAI who
was accompanied by Ms. May Sunglao, Administrator and on March 29, 1996 by Wilma
Koch, Appraisal Associate.

DATE OF APPRAISAL

April 4, 1996

DATE OF VALUE

March 29, 1996

PROPERTY RIGHTS APPRAISED

This appraisal estimates the fee simple total going concern market value of the
subject operating as a congregate senior housing business. Going concern value
is defined by the Appraisal Institute as the value created by a proven property
operation; considered a separate entity to be valued with an established
business. This total going concern value can be allocated to its real estate,
furniture, fixtures and equipment and business value components. An estimated
allocation of our total going concern valuation is set forth in this report.

Fee Simple is defined by the Appraisal Institute as absolute ownership
unencumbered by any other interest or estate subject only to the limitations of
eminent domain, escheat, police power, and taxation.

DEFINITION OF MARKET VALUE

As defined by the Office of the Comptroller of the Currency under 12 CFR, Part
34, Sub-part C-Appraisals, 34.42 Definitions (f), market value is defined as:
   434
"The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each
acting prudently, and knowledgeably and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:

(i)      buyer and seller are typically motivated;

(ii)     both parties are well informed or well advised, and acting in what they
         consider their best interests;

(iii)    a reasonable time is allowed for exposure in the open market;

(iv)     payment is made in terms of cash in U.S. dollars or in terms of
         financial arrangements comparable thereto; and

(v)      the price represents the normal consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale."

ASSUMPTIONS AND STANDARD LIMITING CONDITIONS

   1.    The legal description furnished to the appraiser is assumed to be
         correct, and the title is assumed to be marketable.

   2.    The appraiser assumes no responsibility for legal matters.

   3.    Report exhibits are only visual aids. All sizes indicated for land and
         improvements are from indicated sources and assumed to be correct.

   4.    Unless otherwise noted herein, it is assumed there are no detrimental
         easements, encumbrances, encroachments, liens, zoning violations,
         building code violations, or environmental violations, etc. affecting
         the subject property.

   5.    Information, estimates, and opinions furnished to the appraiser are
         obtained from sources considered reliable; however, no liability for
         their accuracy can be assumed by the appraiser.

   6.    It is assumed that there are no hidden or unapparent conditions in the
         land or improvements that render the property more or less valuable or
         that would reduce its utility, development potential, marketability.
         All improvements are assumed to be structurally sound unless otherwise
         noted. No responsibility is assumed for hidden or undisclosed
         conditions or for arranging for engineering studies that may be
         required to discover any defects or uniquely favorable conditions.
   435
   7.    The appraiser has inspected the subject property with the due diligence
         expected of a professional real estate appraiser. The appraiser is not
         qualified to detect hazardous waste and/or toxic materials. Any comment
         by the appraiser that might suggest the possibility of the presence of
         such substances should not be taken as confirmation of the presence of
         hazardous waste and/or toxic materials. Such determination would
         require investigation by a qualified expert in the field of
         environmental assessment.

   8.    The presence of substances such as asbestos, urea-formaldehyde foam
         insulation or other potentially hazardous materials may affect the
         value of the property. The appraiser's value estimate is predicated on
         the assumption that there is no such material on or in the property
         that would cause a loss in value.

   9.    No responsibility is assumed for any environmental conditions, or for
         any expertise or engineering knowledge required to discover them. The
         appraiser's description and resulting comments are the result of the
         routine observations made during the appraisal process.

  10.    Responsible ownership and competent management are assumed.

  11.    Where the discounted cash flow analysis is utilized, it has been
         prepared on the basis of the information and assumptions stipulated in
         this appraisal report. The achievement of any financial projections
         will be affected by fluctuating economic conditions and is dependent
         upon the occurrence of other future events that cannot be assured.
         Therefore, the actual results achieved may well vary from the
         projections and such variation may be material.

  12.    The appraiser is not required to give testimony or appear in court, or
         at public hearings, or at any special meeting or hearing with reference
         to the property appraised herein by reason of preparation of this
         report, unless arrangements have been made prior to preparation of this
         report.

  13.    Possession of this report does not carry with it the right of
         publication. It shall be used for its intended purpose only and by the
         parties to whom it is addressed. Neither all nor any part of the
         contents of this report shall be conveyed to the public through
         advertising, public relations, news, sales, or other media without the
         written consent or approval of the author. This applies particularly to
         value conclusions, the identity of the appraiser or firm with which it
         is connected, and any reference to the Appraisal Institute, or MAI
         designation.

  14.    Property values are influenced by a large number of external factors.
         The information contained in the report comprises the pertinent data
         considered necessary to support the value estimate. We have not
         knowingly withheld any pertinent facts, but we do not guarantee that we
         have knowledge of all factors which might influence the value of the
         subject property. Due to rapid changes in external factors, the value
         estimate is considered reliable only as of the effective date of the
         appraisal.
   436
SPECIAL CONDITIONS

The subject is licensed as a residential care facility for the elderly (assisted
living) for up to a maximum of 120 beds with the California Department of Social
Services. This appraisal assumes that the subject meets all physical plant and
operating requirements as an assisted living facility.

The appraisers were not provided with a title report describing all current
easements or encumbrances that might affect the subject operation as a
congregate senior housing business. This appraisal assumes that there are no
adverse easements or encumbrances affecting the subject.
We recommend review of a current title report.

The estimates of value set forth in this report are partially relying on the
current rent roll, historical operating statements and limited building drawings
and building statistical data provided to the appraiser by ARV Assisted Living.
   437
                                EXECUTIVE SUMMARY

Property Name:                    Retirement Inn - Daly City

Location:                         501 King Drive
                                  Daly City, California

Assessor's Parcel No.:            091-362-006 (San Mateo County)

Property Rights Appraised:        Fee Simple (Total Going Concern)

Date of Value:                    As Is on March 29, 1996

Land Area:                        50,181 Square Feet, 1.15 Acres

Excess Land:                      None

Zoning:                           R-3 (Daly City) a multi-family housing zoning
                                  district, allowing the subject with a
                                  conditional use permit.

Improvements:                     Type:    One, average quality, two story,
                                           Class D congregate retirement
                                           apartment building and common areas.

                                  Age:     Year Built - 1975; Effective Age - 21
                                           Years; Remaining Economic Life - 24
                                           Years

                                  Size:    95 congregate retirement apartment
                                           units (107 currently configured
                                           maximum bed count) and common areas
                                           in approximately 36,874 square feet
                                           of gross building area.

                                  Condition:  Average

H & B Use (if vacant):            Senior Housing

H & B Use (as improved):          See Highest and Best Use Discussion in 7/95
                                  Full Narrative Appraisal Report

Capitalization Rate:              11.5%

Projected Stabilized Net Income:  $398,383 (4/96-3/97)
   438

                                                             
Total Going Concern Market
  Value, as is, as of
  March 29, 1996:
                              Cost Approach:                       Not Used
                              Income Approach:                    $3,475,000
                              Sales Comparison Approach:           Not Used

                              Value Conclusion:                   $3,475,000
                                                                ($36,579/unit)


Allocation of Final
  Value Determination
  to Components:                                                  Market Value
                                                                      As Is -
                                                                     3/29/96
                                                                  ------------
                                                                       
                              Real Estate                          $2,880,000
                              FF&E                                    120,000
                              Business Value                          475,000
                                                                   ----------

                              Total Going Concern Valuation        $3,475,000
                                                                   ==========



Total Estimated 
  Marketing Time:             4 Months
   439
                                 INCOME APPROACH

The Income Approach is based upon the economic principle that the value of a
property capable of producing real estate income is the present worth of
anticipated future net benefits. The net income projection is translated into a
present capital value indication using a capitalization process. There are
various methods of capitalization that are based on inherent assumptions
concerning the quality, durability, and pattern of the income projection.

Our Income Approach analysis applies an overall capitalization rate to the
subject's projected net income over the next 12 months. This method was
considered appropriate as the subject is currently operating at a stabilized
cash flow (occupancy and expenses). A discounted cash flow model was not
considered of primary usefulness in valuing the subject for the following
reasons:

1)       buyers of properties like the subject typically do not use discounted
         cash flow analyses;

2)       because the subject is a stabilized property, a discounted cash flow
         model would simply be inflating revenues and expenses at a fixed rate
         and then canceling out the inflation estimate using an appropriate
         discount rate. In other words, if properly applied, a discounted cash
         flow analysis would arrive at the same value estimate as applying an
         overall capitalization rate methodology.

Net income is calculated by subtracting a vacancy and credit allowance and all
fixed and operating expenses from the indicated gross income. The methods
utilized to estimate gross income, vacancy, expenses and an overall
capitalization rate are discussed in detail in the following paragraphs.

PROJECTION PERIOD

In our analysis of the subject's net income, we have utilized a projection
period of 12 months (4/96 to 3/97) which reflects a stabilized cash flow and
occupancy level. Based on this premise, the owner of the property will enjoy the
net proceeds of sale (reversion) at March, 1996 based on the projected April,
1996 to March, 1997 net income. The theory is that the investor purchasing the
property in March, 1996 would be more interested in the anticipated net income
in their first year of ownership than they would be in the previous year's
income prior to their ownership.

POTENTIAL GROSS ANNUAL INCOME

In estimating the potential gross annual income for the subject property over
the projection period, we have reviewed the current rent roll and previously
prepared our own survey of the properties considered to be most competitive and
comparable to the subject. This survey was presented in the Market Analysis
section of the full narrative appraisal dated July, 1995.

The operators of the subject property have achieved the rental census and
occupancy as summarized on the following page. The March, 1996 census reveals an
occupancy of 86.9% or
   440
                           RETIREMENT INN - DALY CITY
                    SUMMARY OF SUBJECT RENT CENSUS at 3/19/96




                                           Private-Studio       Semi-Private        SSI              Total
                                              (Units)              (Beds)          (Beds)            -----
                                              -------              ------          ------
                                                                                            
Number Units/Beds - Rented                      72                   9              12                 93  (86.9%)
Rent Range                                   $838-$1,550         $775-$913       $682-$702          $682-$1,550
Rent Average                                   $1,165              $808             $699              $1,070

Potential Total Rent-Rented                   $1,006,500          $87,300          $100,608         $1,194,408


Number Units/Beds - Vacant (1)                  11                   1               2                 14  (13.1%)
Rent Range                                  $1,925-$1,350          $825             $702            $702-$1,350
Rent Average                                   $1,161              $825             $702              $1,072

Total Potential Rent-Vacant                   $153,300            $9,900          $16,848            $180,048


Total Units/Beds                                83                  10              14                107  (100%)
Gross Potential Rent-Total                    $1,159,800           $97,200        $117,456          $1,374,456
Per Unit/Bed                                    $1,164              $810            $699              $1,070








NOTES:

(1)   Vacant units include:

      Private - Units 104, 127, 132, 138, 141, 143, 144, 213, 215, 229, 231 (11
units);

      Semiprivate Studio - Beds 109, 128, 234 (3 beds), allocated to SSI in
ratio of currently leased beds.
   441
93 beds out of a maximum current configuration of 107 beds. This occupancy
represents a slight decrease from the low 90%'s over the past 9 months.

Our review of the subject's rent roll revealed a relatively variable range of
rentals with several units having different rents. Discussions with the current
operator noted that individual monthly rents were a function of the unit
location, when the resident entered the subject and negotiation of the rent when
entered. All SSI rents are fixed by governmental agency at $699 per month and
not market determined.

Overall and based upon mid 1995 market rate surveys, the subject's private room
rents (with and without the assisted living surcharge) are still at March, 1996,
generally within the range of the most comparable properties and below the
average (for both congregate and assisted living) of all facilities. The
subject's congregate studio and one bedroom rents are well below the average of
all projects surveyed (about 25%). Congregate semiprivate living is generally
not offered at other projects (with the exception of Retirement Inn -
Burlingame, an ARV sister project). The subject's average assisted living rents
are also below the average for semiprivate and private rooms (about 40%).
Because the subject offers a la carte pricing for its assisted living amenities,
residents can effectively choose their rent level (the assisted living
surcharge) as their living assistance needs vary or change. The subject's
average rents have increased about 2.6% from July, 1995 to March, 1996.

In our opinion, the most compelling evidence that the subject's rents are market
rents (and not above or below) is the subject's recent occupancy history and its
current occupancy, which is 87% (and slightly fluctuating) at the current rents.
In our opinion, the subject's rents have not been material factors in keeping
occupancy below the more typical 92% to 95%. The subject's lower rents are
reasonable given the subject's age and condition, shared baths in most units and
more monolithic unit mix.

Therefore, given the above discussion, in our opinion, the subject's current
monthly average rents represent market rental rates and are used in our pro
forma estimate of income and expenses shown on a following page. All subject
rents (the average per unit/bed type noted above) are forecast to increase 1.5%
during the 4/96 to 3/97 projection period, reflecting market conditions and the
subject's history. The 1.5% estimate in the next 12 months represents an average
3% rent increase applied at each resident's move-in anniversary date which are
assumed to occur evenly over the next 12 months. SSI rates are conservatively
forecasted to remain at current levels in the next 12 months. Our cash flow
estimates are shown gross or before a vacancy and collection factor.

The above rents are base rents for unlicensed congregate living services. This
rent does not include assisted living surcharges which are billed to residents
on an a la carte basis. Currently, the subject charges for these extra amenities
on a case by case basis with an approximate average of $440 extra per month for
medication monitoring, help with bathing and doing personal laundry. Currently,
about 27 residents pay for living assistance at an approximate average of $436
extra rent per month. Our cash flow projections for the subject estimate a
stabilized 28% gross utilization (30 beds gross) of assisted living amenities at
stabilization, calculating to the following gross assisted living surcharge
income:
   442


                                    Avg. Surcharge/            Resident               Projected
         Period                        Month/Bed              Utilization          Annual Income
         ------                     ---------------           -----------          -------------
                                                                             
         at 3/96                         $436                  27 (net)                    -

         at 4/96 to 3/97                 $450                  30 (gross)             $162,000



In addition to total potential gross room revenue, we have included
miscellaneous income at 1.5% of effective gross income reflecting historical
receipts for guest meals, processing fees, extra services to residents, and
beauty shop income.

VACANCY AND COLLECTION LOSSES

Our cash flow projections deduct a total vacancy and collection loss in the
stabilized projection period as follows:



                                                  Average         Average
                                                 Occupancy        Vacancy
                                                 ---------        -------
                                                               
             As Is at 3/96                         86.9%           13.1%

             4/96 to 3/97 (Stabilization)          90.0%           10.0%


The above estimate of stabilized occupancy/vacancy is meant to incorporate 96.3
residents or an occupancy/vacancy of 90.0% (96.3/107). This conclusion is
consistent with the subject's recent occupancy trends, occupancies at similar
projects and operator projections. The difference between the projected
stabilized occupancy of 96.3 beds and the current occupancy of 93 beds is not
material.

The higher than typical and average market vacancy factor (5% to 8%) reflects
the subject's occupancy history and current occupancy, discussions with the
current operator, the subject's competitive position and local market conditions
as reflected in the occupancies at similar projects in the market. The subject's
market position (lower rents in a modestly affluent market) and large number of
small units (including physical plant deficiencies) mitigate against a lower
stabilized vacancy estimate (or higher occupancy).

OPERATING EXPENSES

In determining pro forma estimates of operating expenses, we have primarily
relied on the specific expense histories (1994, 1995, and two months of 1996)
and budget (1996) of the subject property as summarized on the following page
and the experience at comparable projects. The expenses enumerated below would
be those of a typical operator at the subject. We have summarized our expense
estimates as follows:
   443
                           RETIREMENT INN - DALY CITY
                          HISTORICAL INCOME AND EXPENSE





                                                    Historical
                            -----------------------------------------------------------        Operator
                                                              2 Months                           Goal
                            Year Ending      Year Ending       Ending           1996            Budget
Revenues                       12/94            12/95         2/29/96        Annualized          1996
- --------                       -----            -----         -------        ----------          ----
                                                                                      
Rental Income               $1,167,966       $1,225,595       $201,347       $1,228,217       $1,338,443
Assisted Living Income          88,795          115,587         25,155          153,446          162,200
Non-Operating Revenue       $   15,675       $   15,624       $  3,276       $   19,984       $   18,372
                            ----------       ----------       --------       ----------       ----------

Total Revenues              $1,272,396       $1,356,806       $229,778       $1,401,646       $1,518,965

Expenses (1)

Real Estate Taxes           $   33,618       $   34,915       $  8,991       $   54,845       $   56,612
Insurance                       14,648           16,343          2,061           12,572           16,921
G&A                             27,415           29,247          5,848           35,673           31,560
Utilities                       86,722           89,195         14,460           88,206           89,025
Payroll/Benefits               469,298          455,650         67,737          413,196          473,028
Maintenance                     28,588           52,055          4,768           29,085           36,240
Activities                       9,963           10,501          1,464            8,930            9,927
Marketing                       12,501           16,065          2,570           17,507           16,200
Laundry & Linen                  7,306            8,538          1,424            8,686            9,927
Dietary                        125,372          119,356         20,419          124,556          123,648
Supplies                        32,172           30,156          4,211           25,687           27,575
                            ----------       ----------       --------       ----------       ----------

Total Operating Expense     $  847,604       $  862,021       $134,253       $  818,943       $  890,663
                                 (66.6%)          (63.5%)        (58.4%)          (58.4%)          (58.6%)

Net Operating Income        $  424,792       $  494,785       $ 95,525       $  582,703       $  628,302
                            ==========       ==========       ========       ==========       ==========








NOTES:

(1)  Does not include management fee or replacement reserves.

(2)  Detail not available.
   444
Real Estate Taxes - Real estate taxes are estimated to reflect an assumed sale
of the subject property and a reassessment at current market rates at March,
1996 ($3,475,000 times the tax rate of 1.00% plus approximately $12,854 in
direct assessments). This real estate tax expense reflects taxes that would have
to be incurred by a buyer of the subject wherein the subject would be reassessed
to market value;

Insurance - estimated at 1.25% of effective gross income, reflecting typical
charges for liability/fire insurance, historical costs incurred, and the fixed
nature of this expense;

Management - estimated at 5% of effective gross income reflecting the current
typical or average industry charge which would be appropriate for the subject
considering its average complexity of operation;

General and Administrative - estimated at 10% of effective gross income;
representing additional on site costs incurred to manage the subject including
salaries and benefits for the administrator and assistants and all miscellaneous
costs to operate the subject (office supplies, miscellaneous rentals);

Utilities - estimated at 6.5% of effective gross income, which is consistent
with historical costs incurred. Includes all common area and unit utility costs
(telephone, electric, gas, water, sewer);

Maintenance - estimated at 4% of effective gross income, including all
maintenance/security salary and supplies (including land maintenance and pest
control), derived from historical expenses;

Activities/Transportation - all social/recreational service costs including
salaries and supplies (including van service) are estimated at 3% of effective
gross income;

Marketing - all advertising, marketing and sales expenses are estimated at 2% of
effective gross income. This allocation is higher than typical but reflects the
subject's lower occupancy, high turnover (relative to all senior properties) and
large number of less attractive units, requiring a more intensive marketing
effort;

Housekeeping - estimated at 6% of effective gross income to include salaries,
supplies, for both an internal laundry and linen service and housekeeping and
consistent with historical costs incurred;

Dietary - estimated at anticipated dietary costs to a typical operator or $9.00
per day per resident (96.3 occupied beds x $9.00/day x 365 days). This estimate
includes all dietary related salaries and benefits and cost of food. These
estimates are within current industry averages and historical costs incurred;

Personal Care - estimated at 6.0% of effective gross income to include all
salaries and supplies necessary to provide assisted living services to
approximately 28% of the residents (about $8.63 per resident day for 27
residents);
   445
Replacement Reserve - estimated at 15% of the estimated furniture and equipment
cost new ($267,500 or $2,500 per unit) to include the annual reserve necessary
to replace furniture and equipment and other short lived capital items
(carpeting, painting). The stabilized estimate of $35,625 is equal to 2.5% of
the estimate effective gross income.

As shown, total stabilized expenses (not including management fees and reserves)
to a typical operator accumulate to 64.4% of effective gross income or $9,484
per occupied bed (96.3 beds). A comparison to similar congregate/assisted living
properties before management fees and reserves is shown on the following page.

As illustrated, the projected expenses for the subject are slightly below the
average of the expense histories of the projects listed. The subject will always
have slightly higher expenses on a percentage of income basis because of its
lower revenue base (smaller units, SSI census) and lower on a per patient basis
due to the location within a market area of lower operating costs/rents. Our
projections consider the experience at the comparable properties and historical
costs incurred.

On the following page, we have illustrated average annual operating costs per
unit as accumulated in a recent national survey of operating expenses for
various types of senior facilities including assisted living. The subject falls
within the median operating costs of a combination congregate/ assisted living
project.

Finally, a reconciliation of our adjusted period one (4/96 to 3/97) projected
expenses to 1995 actual expenses and 1996 budgeted expenses illustrates the
following:


                                                                       
  Actual Total Expenses (1995)                                    $   862,021
                                                                  ===========

  Operator Budget (1996)                                          $   890,663
                                                                  ===========

  Projected Total Expenses Per SLVS (4/96 to 3/97)                $ 1,019,761

  Less:  Management Fees                                          $   (70,907)
  Less:  Replacement Reserves                                     $   (35,625)
                                                                  -----------

  Adjusted Projected Total Expenses (4/96 to 3/97)                $   913,229
                                                                  ===========

  Difference
      (over 1995 actual, reflects inflation, higher occupancy)           +5.9%
      (over 1996 budget)                                                 +2.5%

   446
                           RETIREMENT INN - DALY CITY
                          OPERATING EXPENSE COMPARABLES




                     National Operator #1 -  National Operator #2 -           Subject
                       13 Projects (1995)      12 Projects (1995)            Projected
                       ------------------      ------------------            ---------
                          % of     Per            % of       Per            % of      Per
Expense Category         Income   Unit           Income     Unit           Income    Unit
- ----------------         ------   ----           ------     ----           ------    ----
                                                                    
Property Taxes            4.4%   $  838           5.2%    $    792          3.3%   $  492
Insurance                 1.1%      249           1.4%         208          1.25%     184
Administration            7.2%    1,454          10.7%       1,632         10.0%    1,473
Activities                5.3%      276          (2)            (2)         3.0%      442
Marketing                 2.3%      276           3.6%         543          2.0%      295
Plant Operations          5.0%    1,788          10.8%       1,640         10.5%    1,546
Housekeeping              3.2%      563           3.9%         587          6.0%      884
Dietary                  14.0%    3,128          20.2%       3,073         22.3%    3,285
Assisted Living           1.8%      791          10.3%       1,572          6.0%      884
                         ----    ------          ----     --------         ----    ------
                                                 
Total Expenses (1)       51.3%   $9,963          66.1%    $ 10,047         64.4%   $9,484
                         ====    ======          ====     ========         ====    ======






                                         1st Quartile                    Median                      4th Quartile    
                                         ------------                    ------                      ------------    
                                       % of        Per             % of          Per               % of        Per
                                      Income       Unit           Income         Unit             Income       Unit
                                      ------       ----           ------         ----             ------       ----
                                                                                                 
1995 National ASHA Survey

Congregate                             57.3%       $7,040          61.2%        $ 9,031            63.2%      $11,245
Assisted Living                        69.7%       $9,999          65.4%        $12,320            64.7%      $15,033










NOTES:

(1)   Before management fees and replacement reserves.

(2)   Included in other functional categories.

(3)   Caution should be used in analyzing the above data as functional
      categorization of expenses is not always consistent between 
      properties/operators.
   447
CAPITALIZATION PROCESS

Because Retirement Inn - Daly City is being appraised as of March, 1996 wherein
it has reached a stabilized cash flow, we have utilized a procedure where the
stabilized net income for the period of April, 1996 to March, 1997 is
capitalized at a rate of 11.5% to get an indicated total property value at
April, 1996. This calculation is shown on a following page.

We have been involved in the analysis and valuation of numerous retirement
facilities around California which have generally exhibited overall
capitalization rates ranging from 10% to 12%. These are illustrated in sales of
comparable facilities as shown on the following page.

In April, 1995, Senior Living Valuation Services, Inc. conducted the second
annual survey of close to 300 participants in the senior housing industry
regarding their investment criteria or perception of criteria used in evaluating
different types of senior housing properties. The investment criteria survey
polled included capitalization rates, discount rates and returns on equity. A
copy of this survey is provided in the Addenda of this report. The survey
indicated a capitalization rate range of 9% to 16% and an average of 12.1% for
assisted living facilities. Though the survey is not definitive, it does provide
some market evidence of the investment criteria being used (or perceived to be
used) by industry professionals.

Another method of estimating a capitalization rate is the band of investment
weighted average technique. If the available mortgage terms are known, the debt
service or mortgage constant can be calculated, and if the equity dividend rate
required to attract equity capital is known or can be estimated, the overall
rate applicable in direct capitalization can be computed. Available mortgage
terms are 70% of value at 8.5% interest with an amortization term of 25 years
reflects market terms based on our experience of specific financing transactions
and recent national surveys of financing parameters for senior housing
properties. Based on these terms, the mortgage constant is .0966. The equity
dividend rate required to attract equity capital for properties similar to the
subject is approximately 16% (per our investment survey). The indicated overall
capitalization rate using this approach is:

                               Band of Investment



                           Portion                               Weighted
                           of Value          Rate              Contribution
                           --------          ----              ------------
                                                           
         Mortgage          0.70 x            .0966                .0676
         Equity            0.30 x            .16                  .0480
                                                                  -----
                                         
                           1.0  x            Overall Rate         .1156
                                     
                                             OAR                  11.56%

   448
                           RETIREMENT INN - DALY CITY
                       COMPARABLE IMPROVED ACLF/ALF SALES




                                                                                                                           Indicated
                               Age/No.       Sale                          Price/                          Occupancy        Overall
No.   Name/Location            of Units      Date       Sale Price          Unit          Price/SF          at Sale          Rate
- ---   -------------            --------      ----       ----------          ----          --------          -------          ----
                                                                                                   
1.    The Chanate               1984/         2/96      $ 7,400,000        $61,667        $ 61.67             85%          11.4% (1)
      3250 Chanate Road          120                       (Cash
      Santa Rosa, CA                                    Equivalent)

2.    Carlton Plaza             1993/        12/95      $ 8,228,858        $64,288        $ 78.82             70%          11.0% (1)
      3800 Walnut                128
      Fremont, CA

3.    Vinwood Lodge             1974/        12/95      $ 4,100,000        $55,405        $ 70.09             92%          10.3%
      35 Fenton                  74
      Livermore, CA

4.    Carrington Pointe         1989/        12/95      $11,411,000        $65,580        $ 72.03             95%          10.7%
      1715 East Alluvial         174
      Fresno, CA

5.    Villa at Palm Desert      1989/        11/95      $ 6,600,000        $85,714        $114.29             95%          10.4%
      44-300 San Pasqual         77
      Palm Desert, CA

6.    Oak Tree Villa            1988/         6/95      $11,900,000        $58,911        $ 69.19             72%          12.3% (1)
      100 Lockwood Lane          202
      Scotts Valley, CA


      (1)  estimated at projected full occupancy
   449
These sources of capitalization rates can be summarized as follows:



                                                      Indicated
                                                      Cap Rates
                                                      ---------
                                                                 
          6 Detailed Sales                              11.0% (Average)
          SLVS Investment Survey                        12.1% (Assisted Living)
          Band of Investment                            11.6%



Based upon the current characteristics of the subject, namely, its overall
average cash flow risk as reflected in its lower stable occupancy (90%) and cash
flow (including a lower risk SSI census) and considering the subject's market
position (below average rents, full assisted living licensing, older physical
plant and more monolithic unit mix), which is derived from the subject's
established niche as a middle market, average quality assisted living project in
the area, and considering the less affluent local market and overall current
market conditions, we have concluded that 11.5% or toward the middle portion of
the approximate range is an appropriate capitalization rate for the subject
property.

SUMMARY

Our estimate of value by the Income Approach is summarized on the following page
and produces an indicated value for the subject property as is, at March 29,
1996 of $3,464,200, rounded to $3,475,000 ($36,579/unit).
   450
                           RETIREMENT INN - DALY CITY

                    PRO FORMA INCOME/EXPENSE & CAPITALIZATION





                                                                     Projected
                                                                    Stabilized
                                                                    (4/96-3/97)
                                                                         
Average Occupancy (All Beds)                                               90.0% (96.3 Beds)
Average Net Rental (All Beds)                                       $     1,085

Potential Gross Rent Income -
  Studio Private - 83 Units at $1,164/Mo. Avg                       $ 1,176,734
  Semiprivate - 10 Beds at $810/Mo. Avg                                  98,658
  SSI - 14 Beds at $699/Mo. Avg                                     $   117,432
                                                                    -----------

Potential Gross Rent Income                                         $ 1,392,824

Plus:  Assisted Living Surcharges (30 Beds at $450/Mo.)             $   162,000
Plus:  Miscellaneous Income (1.5% of PGRI)                          $    20,892
                                                                    -----------

Potential Gross Income                                              $ 1,575,716

Less:  Stabilized Vacancy & Collection Losses - 10%                 ($  157,572)
                                                                    -----------

Effective Gross Income                                              $ 1,418,144


                                                                    
Expenses -                                       % of EGI
  Real Estate Taxes                                  --               $   47,354
  Insurance                                        1.25%                  17,727
  Management                                       5.0%                   70,907
  G&A                                             10.0%                  141,814
  Utilities                                        6.5%                   92,179
  Maintenance                                      4.0%                   56,726
  Activity & Trans                                 3.0%                   42,544
  Marketing                                        2.0%                   28,363
  Housekeeping                                     6.0%                   85,087
  Dietary                                        $9.00/PRD               316,346
  Personal Care                                    6.0%                   85,089
  Replacement Reserves                              --                $   35,625
                                                                      ----------
Total Expenses                                                        $1,019,761

                                                                           (71.9%)

Stabilized Net Operating Income                                       $  398,383
Capitalization Rate                                                         .115
                                                                      ----------

Capitalized Value                                                     $3,464,200
                                                                      ==========

                                             Called                   $3,475,000

                                             Per Unit                $    36,579

   451
                                  CERTIFICATION

 1.      We have no present or contemplated future interest in the real estate
         that is the subject of this restricted appraisal report.

 2.      We have no personal interest or bias with respect to the subject matter
         of this restricted appraisal report or the parties involved.

 3.      To the best of our knowledge and belief, the statements of fact
         contained in this restricted appraisal report, upon which the analyses,
         opinions and conclusions expressed herein are based, are true and
         correct.

 4.      This restricted appraisal report sets forth all of the limiting
         conditions (imposed by the terms of my assignment or by the
         undersigned) affecting the analyses, opinions and conclusions contained
         in this report.

 5.      This restricted appraisal report has been made in conformity with and
         is subject to the requirements of the Code of Professional Ethics and
         Standards of Professional Conduct of the Appraisal Institute and is
         prepared in accordance with the requirements of the Office of the
         Comptroller of the Currency and the Uniform Standards of Professional
         Appraisal Practice.

 6.      Our compensation is not contingent on an action or event resulting from
         the analysis, opinions, conclusions or the use of this report.

 7.      The value estimates set forth in this report are not predetermined or
         based on any requested minimum valuation, a specific valuation or the
         approval of a loan.

 8.      The use of this report is subject to the requirements of the Appraisal
         Institute relating to review by its duly authorized representatives.

 9.      Wilma Koch, Appraisal Associate provided significant professional
         assistance to the persons signing this report.

10.      As of the date of this report, Michael G. Boehm, MAI has completed the
         requirements of the continuing education program of the Appraisal
         Institute.

11.      A personal inspection of the property was made by Michael G. Boehm, MAI
         on May 9, 1995 and by Wilma Koch, Appraisal Associate on March 29,
         1996.
   452
12.      The concluded total going concern market value estimate of the fee
         simple interest of Retirement Inn - Daly City, is as follows:

         MARKET VALUE "AS IS" (MARCH 29, 1996):

         THREE MILLION FOUR HUNDRED SEVENTY FIVE THOUSAND ($3,475,000) DOLLARS


SENIOR LIVING VALUATION SERVICES, INC.



- --------------------------------------
Michael G. Boehm, MAI
   453
                           RESTRICTED APPRAISAL REPORT

                                VALLEY VIEW LODGE
                              1228 ROSSMOOR PARKWAY
                            WALNUT CREEK, CALIFORNIA

                             AS IS ON MARCH 29, 1996
                            SLVS FILE NO. 96-04-30.2

                                  PREPARED FOR

                 AMERICAN RETIREMENT VILLAS PROPERTIES II, L.P.


                                   PREPARED BY

                              MICHAEL G. BOEHM, MAI
   454
April 4, 1996

American Retirement Villas Properties II, L.P.
c/o ARV Assisted Living
245 Fischer Avenue, Suite D-1
Costa Mesa, California  92626

Attention:   Ms. Sheila Muldoon

Re:      Valley View Lodge
         1228 Rossmoor Parkway
         Walnut Creek, California
         SLVS File No. 96-04-30.2

Ladies and Gentlemen:

In accordance with your request, we have conducted the required investigation,
gathered the necessary data, and made certain analyses that have enabled us to
form an opinion of the market value of the above captioned property. This report
has been prepared to be in compliance with the requirements of the Uniform
Standards of Professional Appraisal Practice as a restricted appraisal report.
This letter report updates a full narrative appraisal report prepared by our
firm and dated July 14, 1995. The full narrative report discusses the subject
region, neighborhood, site, improvements and market in detail. Therefore, this
letter should be used in conjunction with the full narrative appraisal report.
This report is intended for use by the client only. This letter report cannot be
fully understood properly without a review of the previous full narrative
appraisal report and additional information currently contained in the work file
of the appraiser.

Based on an inspection of the property and the investigation and analysis
undertaken, we have formed the opinion, subject to the assumptions and limiting
conditions set forth in this report, that as of March 29, 1996, the fee simple
total going concern interest of the subject, as is, including the value of
favorable financing, has a market value of:

       TEN MILLION NINE HUNDRED TWENTY FIVE THOUSAND ($10,925,000) DOLLARS
   455
Ms. Sheila Muldoon
April 4, 1996
Page 2

This total going concern value estimate can be allocated to the following
components:



                                                           Market Value
                                                              As Is -
                                                              3/29/96
                                                        
                   Real Estate Value                        $ 9,475,000
                   Furniture, Fixtures & Equipment              150,000
                   Business Value                             1,250,000
                                                            -----------

                   Total Going Concern Valuation            $10,875,000

                                                            ===========

                   Plus:  Favorable Financing               $    50,000
                                                            -----------

                   Total Reported Valuation                 $10,925,000
                                                            ===========


As required by the Uniform Standards of Professional Appraisal Practice for a
restricted appraisal report, the pages that follow set forth the identification
of the property, property rights appraised, assumptions and limiting conditions,
the scope of appraisal procedures followed in this restricted appraisal report,
discussion and summary of cash flow projections and certification page.

Respectfully submitted,

SENIOR LIVING VALUATION SERVICES, INC.

Michael G. Boehm, MAI
President
   456
                                  INTRODUCTION

PROPERTY IDENTIFICATION

The subject property consists of a 198,198 square foot (4.55 gross acres) site
that is currently improved with a 125 unit congregate senior housing project
(including up to 136 licensed assisted living beds) project known as Valley View
Lodge. The subject has a designated street address of 1228 Rossmoor Parkway,
Walnut Creek, Contra Costa County, California.

PROPERTY OWNERSHIP AND HISTORY

The fee simple title to the subject property is currently vested in the name of
American Retirement Villas Properties II (ARVP II), a California Limited
Partnership. The current owners purchased the subject in December, 1989 as part
of a purchase of several Retirement Inns of America (Avon Products, Inc.) senior
properties. The subject has not been sold/purchased in the past three years.

The subject was built as a senior congregate facility which opened in 1976. The
subject, as part of the original conditions of approval and a condition
necessary to obtain the favorable HUD financing, was required to allocate 20% of
the subject units to "very and low" income residents. This restriction was
reportedly waived when the subject was purchased by the current owners allowing
a market rate to be charged for all units. The subject's recent occupancy
history includes effectively full occupancies and it is currently approximately
93.6% occupied (117 units/125 units). The subject has no semiprivate or SSI
residents.

SCOPE OF THE ASSIGNMENT

The scope of this assignment is to inspect the subject property, conduct an
investigation of market data, and prepare a restricted appraisal report in
accordance with the requirements of the Uniform Standards of Professional
Appraisal Practice. All information deemed pertinent to the completion of this
letter update was made available. Specifically, the procedures performed in this
limited report included:

1)       a 1996 site inspection noting material changes in the subject region,
         neighborhood, site, improvements and market (none were noted). These
         influences on value are described in detail in the 1995 full appraisal
         report;

2)       Updated Income Approach analysis using the current market rents,
         vacancy, expenses and capitalization rates.

Our limited narrative appraisal report does not include an updated Market
Analysis (although any potentially new competition to the subject was
investigated and an overall review of competition was conducted), Cost Approach
or Sales Comparison Approach value conclusions.
   457
This restricted appraisal report estimates a value of the fee simple interest in
the subject property using only an Income Approach. Determining a value estimate
for the subject using Cost and Sales Comparison Approaches was deemed
inappropriate and unnecessary for the subject property. This conclusion reflects
the difficulty of accurately incorporating depreciation and profit in a value
estimate using a Cost Approach and the overall lack of truly comparable sales.

PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to estimate the subject's total fee simple going
concern market value as is.

FUNCTION OF THE APPRAISAL

It is understood the appraisal shall be used by American Retirement Villas
Properties II, L.P., in evaluating the subject partnership for possible transfer
to an ownership real estate investment trust.

PROPERTY INSPECTION

The subject property was inspected on May 9, 1995 by Michael G. Boehm, MAI who
was accompanied by Ms. Nancy Peterson, Administrator. The subject was
reinspected on July 14, 1995 by Mary Catherine Wiederhold, Appraisal Associate
and March 29, 1996 by Wilma Koch, Appraisal Associate.

DATE OF APPRAISAL

April 4, 1996

DATE OF VALUE

March 29, 1996

PROPERTY RIGHTS APPRAISED

This appraisal estimates the fee simple total going concern market value of the
subject operating as a congregate senior housing business. Going concern value
is defined by the Appraisal Institute as the value created by a proven property
operation; considered a separate entity to be valued with an established
business. This total going concern value can be allocated to its real estate,
furniture, fixtures and equipment and business value components. An estimated
allocation of our total going concern valuation is set forth in this report.

Fee Simple is defined by the Appraisal Institute as absolute ownership
unencumbered by any other interest or estate subject only to the limitations of
eminent domain, escheat, police power, and taxation.
   458
DEFINITION OF MARKET VALUE

As defined by the Office of the Comptroller of the Currency under 12 CFR, Part
34, Sub-part C- Appraisals, 34.42 Definitions (f), market value is defined as:

"The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each
acting prudently, and knowledgeably and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby: 

(i)      buyer and seller are typically motivated;

(ii)     both parties are well informed or well advised, and acting in what they
         consider their best interests;

(iii)    a reasonable time is allowed for exposure in the open market;

(iv)     payment is made in terms of cash in U.S. dollars or in terms of
         financial arrangements comparable thereto; and

(v)      the price represents the normal consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale."

ASSUMPTIONS AND STANDARD LIMITING CONDITIONS

   1.    The legal description furnished to the appraiser is assumed to be
         correct, and the title is assumed to be marketable.

   2.    The appraiser assumes no responsibility for legal matters.

   3.    Report exhibits are only visual aids. All sizes indicated for land and
         improvements are from indicated sources and assumed to be correct.

   4.    Unless otherwise noted herein, it is assumed there are no detrimental
         easements, encumbrances, encroachments, liens, zoning violations,
         building code violations, or environmental violations, etc. affecting
         the subject property.

   5.    Information, estimates, and opinions furnished to the appraiser are
         obtained from sources considered reliable; however, no liability for
         their accuracy can be assumed by the appraiser.

   6.    It is assumed that there are no hidden or unapparent conditions in the
         land or improvements that render the property more or less valuable or
         that would reduce its utility, development potential, marketability.
         All improvements are assumed to be structurally sound unless otherwise
         noted. No responsibility is assumed for hidden or undisclosed
         conditions or for arranging for engineering studies that may be
         required to discover any defects or uniquely favorable conditions.
   459
   7.    The appraiser has inspected the subject property with the due diligence
         expected of a professional real estate appraiser. The appraiser is not
         qualified to detect hazardous waste and/or toxic materials. Any comment
         by the appraiser that might suggest the possibility of the presence of
         such substances should not be taken as confirmation of the presence of
         hazardous waste and/or toxic materials. Such determination would
         require investigation by a qualified expert in the field of
         environmental assessment.

   8.    The presence of substances such as asbestos, urea-formaldehyde foam
         insulation or other potentially hazardous materials may affect the
         value of the property. The appraiser's value estimate is predicated on
         the assumption that there is no such material on or in the property
         that would cause a loss in value.

   9.    No responsibility is assumed for any environmental conditions, or for
         any expertise or engineering knowledge required to discover them. The
         appraiser's description and resulting comments are the result of the
         routine observations made during the appraisal process.

  10.    Responsible ownership and competent management are assumed.

  11.    Where the discounted cash flow analysis is utilized, it has been
         prepared on the basis of the information and assumptions stipulated in
         this appraisal report. The achievement of any financial projections
         will be affected by fluctuating economic conditions and is dependent
         upon the occurrence of other future events that cannot be assured.
         Therefore, the actual results achieved may well vary from the
         projections and such variation may be material.

  12.    The appraiser is not required to give testimony or appear in court, or
         at public hearings, or at any special meeting or hearing with reference
         to the property appraised herein by reason of preparation of this
         report, unless arrangements have been made prior to preparation of this
         report.

  13.    Possession of this report does not carry with it the right of
         publication. It shall be used for its intended purpose only and by the
         parties to whom it is addressed. Neither all nor any part of the
         contents of this report shall be conveyed to the public through
         advertising, public relations, news, sales, or other media without the
         written consent or approval of the author. This applies particularly to
         value conclusions, the identity of the appraiser or firm with which it
         is connected, and any reference to the Appraisal Institute, or MAI
         designation.

  14.    Property values are influenced by a large number of external factors.
         The information contained in the report comprises the pertinent data
         considered necessary to support the value estimate. We have not
         knowingly withheld any pertinent facts, but we do not guarantee that we
         have knowledge of all factors which might influence the value of the
         subject property. Due to rapid changes in external factors, the value
         estimate is considered reliable only as of the effective date of the
         appraisal.
   460
SPECIAL CONDITIONS

The subject is currently encumbered by an approximately $2,800,000 HUD loan
which extends to the year 2016 at a fixed interest rate of 8.25%. Because this
interest rate is below the estimated interest rate of current conventional
financing (estimated at 8.5%), the subject has a theoretical value over and
above the capitalized value of operational cash flows. Caution should be used in
interpreting this added value as actual market transactions involving the
assumption of below market rate financing are rare. The value of this favorable
financing has been added to the going concern value set forth in this report.
These issues are discussed and the value of the favorable financing is
calculated in a separate section of this report.

The subject is licensed as a residential care facility for the elderly (assisted
living) for a maximum of 136 beds with the California Department of Social
Services. This appraisal assumes that the subject meets all physical plant and
operating requirements as an assisted living facility.

The appraisers were not provided with a title report describing any current
easements or encumbrances that might affect the subject operation as a
congregate senior housing business. This appraisal assumes that there are no
adverse easements or encumbrances affecting the subject. We recommend review of
a current title report.

The estimates of value set forth in this report are partially relying on the
current rent roll, historical operating statements and limited building drawings
and building statistical data provided to the appraiser by ARV Assisted Living.
   461
                                EXECUTIVE SUMMARY

Property Name:                         Valley View Lodge

Location:                              1228 Rossmoor Parkway
                                       Walnut Creek, California

Assessor's Parcel No.:                 189-040-045 (Contra Costa County)

Property Rights Appraised:             Fee Simple (Total Going Concern)

Date of Value:                         As Is on March 29, 1996

Land Area:                             198,198 Square Feet, 4.55 Acres Gross;
                                       154,638 Square Feet, 3.55 Acres Net 
                                       (estimated)

Excess Land:                           None

Zoning:                                PD (656), a planned unit development
                                       specifically allowing the subject.

Improvements:                          Type: One, average to good quality, one 
                                             to two story, Class D congregate 
                                             retirement apartment building and
                                             common areas.

                                       Age:  Year Built - 1976; Improvement Age
                                             - 20 Years; Effective Age - 20 
                                             Years; Remaining Economic Life - 25
                                             Years

                                       Size: 125 congregate retirement apartment
                                             units and common areas in 
                                             approximately 97,590 square feet of
                                             gross building area.

                                       Condition: Average to Good

H & B Use (if vacant):                 Senior Housing

H & B Use (as improved):               See Highest and Best Use Discussion in
                                       7/95 Full Narrative Appraisal

Capitalization Rate:                   11.5%

Projected Stabilized Net Income:       $1,251,309 (4/96-3/97)
   462

                                                                                     
Total Going Concern Market                                                             
  Value, as is, as of                                                                  
  March 29, 1996:                      Cost Approach:                                         Not Used
                                       Income Approach:                                     $10,875,000*
                                       Sales Comparison Approach:                             Not Used
                                                                                       
                                       Value Conclusion:                                    $10,875,000*
                                                                                           ($87,000/unit)
                                                                                       
Allocation of Final                                                                    
  Value Determination                                                                  
  to Components:                                                                            Market Value
                                                                                               As Is -
                                                                                              3/29/96
                                                                                            -----------
                                                                                       
                                       Real Estate                                          $ 9,475,000
                                       FF&E                                                     150,000
                                       Business Value                                         1,250,000
                                                                                            -----------
                                                                                       
                                       Total Going Concern Valuation                        $10,875,000*
                                                                                            ===========
                                                                                   
                                       *before addition of value for favorable financing

Value of Favorable Financing:          $50,000

Total Estimated Marketing Time:        4 Months

   463
                                 INCOME APPROACH

The Income Approach is based upon the economic principle that the value of a
property capable of producing real estate income is the present worth of
anticipated future net benefits. The net income projection is translated into a
present capital value indication using a capitalization process. There are
various methods of capitalization that are based on inherent assumptions
concerning the quality, durability, and pattern of the income projection.

Our Income Approach analysis applies an overall capitalization rate to the
subject's projected net income over the next 12 months. This method was
considered appropriate as the subject is currently operating at a stabilized
cash flow (occupancy and expenses). A discounted cash flow model was not
considered of primary usefulness in valuing the subject for the following
reasons:

1)       buyers of properties like the subject typically do not use discounted
         cash flow analyses;

2)       because the subject is a stabilized property, a discounted cash flow
         model would simply be inflating revenues and expenses at a fixed rate
         and then canceling out the inflation estimate using an appropriate
         discount rate. In other words, if properly applied, a discounted cash
         flow analysis would arrive at the same value estimate as applying an
         overall capitalization rate methodology.

Net income is calculated by subtracting a vacancy and credit allowance and all
fixed and operating expenses from the indicated gross income. The methods
utilized to estimate gross income, vacancy, expenses and an overall
capitalization rate are discussed in detail in the following paragraphs.

PROJECTION PERIOD

In our analysis of the subject's net income, we have utilized a projection
period of 12 months (4/96 to 3/97) which reflects a stabilized cash flow and
occupancy level. Based on this premise, the owner of the property will enjoy the
net proceeds of sale (reversion) at March, 1996 based on the projected April,
1996 to March, 1997 net income. The theory is that the investor purchasing the
property in March, 1996 would be more interested in the anticipated net income
in their first year of ownership than they would be in the previous year's
income prior to their ownership.

POTENTIAL GROSS ANNUAL INCOME

In estimating the potential gross annual income for the subject property over
the projection period, we have reviewed the current rent roll and previously
prepared our own survey of the properties considered to be most competitive and
comparable to the subject. This survey was presented in the Market Analysis
section of the full narrative appraisal dated July, 1995.

The operators of the subject property have achieved the rental census and
occupancy as summarized on the following page. The March, 1996 census reveals an
occupancy of 93.6% or 117/125 total units. This occupancy represents a slight
decrease from the mid to high 90%'s over the past 9 months.
   464
                               VALLEY VIEW LODGE
                   SUMMARY OF SUBJECT RENT CENSUS AT 3/20/96



                                               Private-1BR            Private-Studio
                                                (Units)                  (Units)                   Total
                                               -----------            --------------               -----
                                                                                          
Number Units/Beds - Rented                        11                       106                      117       (93.6%)
Rent Range                                    $1,950-$2,100            $1,425-$1,825             $1,062-$2,100
Rent Average                                     $1,970                   $1,715                    $1,739

Potential Total Rent-Rented                      $260,100                $2,218,600               $2,441,700


Number Units/Beds - Vacant (1)                     -                         8                        8       (6.4%)
Rent Range                                         -                   $1,500-$1,825             $1,500-$1,825
Rent Average                                       -                      $1,753                    $1,753

Total Potential Rent-Vacant                        -                     $168,300                  $168,300


Total Units/Beds                                  11                       114                      125       (100%)
Gross Potential Rent-Total                       $260,100               $2,349,900                $2,568,000
Per Unit/Bed                                      $1,970                  $1,718                    $1,672


NOTES:

(1)   Vacant units include:

      Private Studio - Units 132, 170, 204, 205, 216, 222, 247, 250 (8 Units)

(2)   Subject has no SSI residents.
   465
Our review of the subject's rent roll revealed a relatively variable range of
rentals with several units having different rents. Discussions with the current
operator noted that individual monthly rents were a function of the unit
location, when the resident entered the subject and negotiation of the rent when
entered.

Overall and based upon mid 1995 market rate surveys, the subject's private room
rents (with and without the assisted living surcharge) are still at March, 1996,
generally within the range of the most comparable properties and near the
average (for both congregate and assisted living) of all facilities. Congregate
semiprivate living is generally not offered at other projects (with the
exception of Montego Heights Lodge, an ARV sister project). The subject's
average assisted living rents are also near the average for semiprivate and
private rooms. Because the subject offers a la carte pricing for its assisted
living amenities, residents can effectively choose their rent level (the
assisted living surcharge) as their living assistance needs vary or change. The
subject's average rents have increased about 5.9% from July, 1995 to March, 1996
(partially due to no semiprivate residents).

In our opinion, the most compelling evidence that the subject's rents are market
rents (and not above or below) is the subject's recent occupancy history and its
current occupancy, which is a fairly stable 94% at the current rents.

Therefore, given the above discussion, in our opinion, the subject's current
monthly average rents represent market rental rates and are used in our pro
forma estimate of income and expenses shown on a following page. All subject
rents (the average per unit type noted above) are forecast to increase 1.5%
during the 4/96 to 3/97 projection period, reflecting market conditions and the
subject's history. The 1.5% estimate in the next 12 months represents an average
3% rent increase applied at each resident's move-in anniversary date which are
assumed to occur evenly over the next 12 months. Our cash flow estimates are
shown gross or before a vacancy and collection factor.

The above rents are base rents for unlicensed congregate living services. This
rent does not include assisted living surcharges which are billed to residents
on an a la carte basis. Currently, the subject charges for these extra amenities
on a case by case basis with an approximate average of $590 extra per month for
medication monitoring, help with bathing and doing personal laundry. Currently,
about 61 residents pay for living assistance at an approximate average of $586
extra rent per month. Our cash flow projections for the subject estimate a
stabilized 52% gross utilization (65 beds gross) of assisted living amenities at
stabilization, calculating to the following gross assisted living surcharge
income:



                                Avg. Surcharge/            Resident            Projected
         Period                    Month/Bed              Utilization        Annual Income
         ------                 ---------------           -----------        -------------

                                                                    
         @ 3/96                      $586                  61 (net)                  -

         @ 4/96 to 3/97              $600                  65 (gross)           $468,000

   466
In addition to total potential gross room revenue, we have included
miscellaneous income at 1.25% of effective gross income reflecting historical
receipts for guest meals, processing fees, extra services to residents, and
beauty shop income.

VACANCY AND COLLECTION LOSSES

Our cash flow projections deduct a total vacancy and collection loss in the
stabilized projection period as follows:



                                               Average        Average
                                              Occupancy       Vacancy
                                              ---------       -------
                                                        
         As Is @ 3/96                            93.6%          6.4%

         4/96 to 3/97 (Stabilization)            95.0%          5.0%


The above estimate of stabilized occupancy/vacancy is meant to incorporate
118.75 residents or an occupancy/vacancy of 95.0% (118.75/125). This conclusion
is consistent with the subject's recent occupancy trends, occupancies at similar
projects and operator projections.

The typical and average market vacancy factor reflects the subject's occupancy
history and current occupancy, discussions with the current operator, the
subject's competitive position and local market conditions as reflected in the
occupancies at similar projects in the market. The subject's market position
(higher rents in a more affluent market) and large number of assisted living
beds mitigate against a lower stabilized vacancy estimate (or higher occupancy).

OPERATING EXPENSES

In determining pro forma estimates of operating expenses, we have primarily
relied on the specific expense histories (1994, 1995, and two months of 1996)
and budget (1996) of the subject property as summarized on the following page
and the experience at comparable projects. The expenses enumerated below would
be those of a typical operator at the subject. We have summarized our expense
estimates as follows:

Real Estate Taxes - Real estate taxes are estimated to reflect an assumed sale
of the subject property and a reassessment at current market rates at March,
1996 ($10,875,000 times the tax rate of 1.0626% plus approximately $13,643 in
direct assessments). This real estate tax expense reflects taxes that would have
to be incurred by a buyer of the subject wherein the subject would be reassessed
to market value;

Insurance - estimated at 1.0% of effective gross income, reflecting typical
charges for liability/fire insurance, historical costs incurred, and the fixed
nature of this expense;

Management - estimated at 5% of effective gross income reflecting the current
typical or average industry charge which would be appropriate for the subject
considering its average complexity of operation;
   467
                                VALLEY VIEW LODGE
                          HISTORICAL INCOME AND EXPENSE



                                                          Historical                                 
                              ---------------------------------------------------------------        Operator
                                                                   2 Months                            Goal
                                Year Ending       Year Ending       Ending            1996            Budget
Revenues                           12/94             12/95         2/29/96         Annualized          1996
- --------                       ------------       -----------      --------        ----------        --------
                                                                                     
Rental Income                   $2,456,025        $2,493,036       $406,861        $2,481,852       $2,656,586
Assisted Living Income             321,567           368,891         71,718           437,480          385,600
Non-Operating Revenue           $   35,709        $   28,633       $  5,240        $   31,964       $   34,899
                                ----------        ----------       --------        ----------       ----------

Total Revenues                  $2,813,301        $2,890,560       $483,819        $2,951,296       $3,077,085

Expenses (1)

Real Estate Taxes               $   82,430        $   83,638       $ 13,827        $   84,345       $  109,702
Insurance                           22,500            28,831          5,163            31,494           31,901
G&A                                 57,592            60,358          9,861            60,152           61,350
Utilities                          166,783           155,317         31,088           189,637          155,850
Payroll/Benefits                   798,708           810,766        130,659           797,020          865,084
Maintenance                         68,679            76,051         11,921            72,718           74,580
Activities                          11,965            13,845          1,702            10,382           12,342
Marketing                           16,848            19,209          2,212            13,493           18,780
Laundry & Linen                     10,195            13,467          2,591            15,805           13,294
Dietary                            183,906           177,841         27,407           167,183          126,043
Supplies                            36,469            32,670          7,354            44,859           30,492
                                ----------        ----------       --------        ----------       ----------

Total Operating Expense         $1,456,075        $1,471,993       $243,785        $1,487,088       $1,549,918
                                   (51.8%)           (50.9%)        (50.4%)           (50.4%)          (50.4%)

Net Operating Income            $1,357,226        $1,418,567       $240,034        $1,464,208       $1,527,167
                                ==========        ==========       ========        ==========       ==========



NOTES:

(1)  Does not include management fee or replacement reserves.

(2)  Detail not available.
   468
General and Administrative - estimated at 9% of effective gross income;
representing additional on site costs incurred to manage the subject including
salaries and benefits for the administrator and assistants and all miscellaneous
costs to operate the subject (office supplies, miscellaneous rentals);

Utilities - estimated at 5.5% of effective gross income, which is consistent
with historical costs incurred. Includes all common area and unit utility costs
(telephone, electric, gas, water, sewer);

Maintenance - estimated at 3% of effective gross income, including all
maintenance/security salary and supplies (including land maintenance and pest
control), derived from historical expenses;

Activities/Transportation - all social/recreational service costs including
salaries and supplies (including van service) are estimated at 2% of effective
gross income;

Marketing - all advertising, marketing and sales expenses are estimated at 2% of
effective gross income. This allocation is higher than typical but reflects the
subject's high turnover (relative to all senior properties) and large number of
units, requiring a more intensive marketing effort;

Housekeeping - estimated at 4.5% of effective gross income to include salaries,
supplies, for both an internal laundry and linen service and housekeeping and
consistent with historical costs incurred;

Dietary - estimated at anticipated dietary costs to a typical operator or $8.50
per day per resident (118.75 occupied beds x $8.50/day x 365 days). This
estimate includes all dietary related salaries and benefits and cost of food.
These estimates are within current industry averages and historical costs
incurred;

Personal Care - estimated at 8.0% of effective gross income to include all
salaries and supplies necessary to provide assisted living services to
approximately 52% of the residents (about $10.09 per resident day for 65
residents);

Replacement Reserve - estimated at 15% of the estimated furniture and equipment
cost new ($422,500 or $2,500 per unit) to include the annual reserve necessary
to replace furniture and equipment and other short lived capital items
(carpeting, painting). The stabilized estimate of $63,375 is equal to 2.1% of
the estimate effective gross income.

As shown, total stabilized expenses (not including management fees and reserves)
to a typical operator accumulate to 51.6% of effective gross income or $13,011
per occupied unit (118.75 units). A comparison to similar congregate/assisted
living properties before management fees and reserves is shown on the following
page.

As illustrated, the projected expenses for the subject are well above the
average of the expense histories of the projects listed by about 30%. The
subject will always have lower expenses on a percentage of income basis because
of its higher revenue basis and higher on a per unit basis due to its higher
quality/rents, higher assisted living utilization and location within a market
area of higher operating costs/rents. Our projections consider the experience at
the comparable properties and historical costs incurred.
   469
                                VALLEY VIEW LODGE
                          OPERATING EXPENSE COMPARABLES



                                National Operator #1 -          National Operator #2 -                 Subject
                                  13 Projects (1995)              12 Projects (1995)                  Projected
                                ----------------------          ----------------------           ---------------------
                                 % of            Per             % of           Per               % of           Per
Expense Category                Income           Unit           Income          Unit             Income          Unit
- ----------------                ------           ----           ------          ----             ------          ----
                                                                                           
Property Taxes                    4.4%          $  838            5.2%         $   792             4.3%        $ 1,088
Insurance                         1.1%             249            1.4%             208             1.0%            252
Administration                    7.2%           1,454           10.7%           1,632             9.0%          2,268
Activities                        5.3%             276             (2)              (2)            2.0%            504
Marketing                         2.3%             276            3.6%             543             2.0%            504
Plant Operations                  5.0%           1,788           10.8%           1,640             8.5%          2,142
Housekeeping                      3.2%             563            3.9%             587             4.5%          1,134
Dietary                          14.0%           3,128           20.2%           3,073            12.3%          3,103
Assisted Living                   1.8%             791           10.3%           1,572             8.0%          2,016
                                 -----          ------           -----         -------            -----        -------

Total Expenses (1)               51.3%          $9,963           66.1%         $10,047            51.6%        $13,011
                                 =====          ======           =====         =======            =====        =======





                                         1st Quartile                    Median                     4th Quartile
                                      ------------------          --------------------           -------------------
                                       % of        Per             % of         Per               % of        Per
                                      Income       Unit           Income        Unit             Income       Unit
                                      ------       ----           ------        ----             ------       ----
                                                                                           
1995 National ASHA Survey

Congregate                            57.3%       $7,040          61.2%        $ 9,031            63.2%      $11,245
Assisted Living                       69.7%       $9,999          65.4%        $12,320            64.7%      $15,033



NOTES:

(1)   Before management fees and replacement reserves.

(2)   Included in other functional categories.

(3)   Caution should be used in analyzing the above data as functional
      categorization of expenses is not always consistent between
      properties/operators.
   470
On the previous page, we have also illustrated average annual operating costs
per unit as accumulated in a recent national survey of operating expenses for
various types of senior facilities including assisted living. The subject falls
within the 75th percentile of indicated operating expenses for a combination
congregate/assisted living project.

Finally, a reconciliation of our adjusted period one (4/96 to 3/97) projected
expenses to 1995 actual expenses and 1996 budgeted expenses illustrates the
following:


                                                                                   
         Actual Total Expenses (1995)                                                 $ 1,471,993
                                                                                      ===========

         Operator Budget (1996)                                                       $ 1,549,918
                                                                                      ===========

         Projected Total Expenses Per SLVS (4/96 to 3/97)                             $ 1,741,700

         Less:  Management Fees                                                       $(  149,650)
         Less:  Replacement Reserves                                                  $(   46,875)
                                                                                      -----------

         Adjusted Projected Total Expenses (4/96 to 3/97)                             $ 1,545,175
                                                                                      ===========

         Difference
             (over 1995 actual, reflects higher assisted living utilization)                +5.0%
             (under 1996 budget)                                                            -0.3%


CAPITALIZATION PROCESS

Because Valley View Lodge is being appraised as of March, 1996 wherein it has
reached a stabilized cash flow, we have utilized a procedure where the
stabilized net income for the period of April, 1996 to March, 1997 is
capitalized at an overall capitalization rate of 11.5% to get an indicated total
property value at March, 1996. This calculation is shown on a following page.

We have been involved in the analysis and valuation of numerous retirement
facilities around California which have generally exhibited overall
capitalization rates ranging from 10% to 12%. These are illustrated in sales of
comparable facilities as shown on a following page.

In April, 1995, Senior Living Valuation Services, Inc. conducted the second
annual survey of close to 300 participants in the senior housing industry
regarding their investment criteria or perception of criteria used in evaluating
different types of senior housing properties. The investment criteria survey
polled included capitalization rates, discount rates and returns on equity. A
copy of this survey is provided in the Addenda of this report. The survey
indicated a capitalization rate range of 9% to 16% and an average of 12.1% for
assisted living facilities. Though the survey is not definitive, it does provide
some market evidence of the investment criteria being used (or perceived to be
used) by industry professionals.
   471
                                VALLEY VIEW LODGE
                       COMPARABLE IMPROVED ACLF/ALF SALES



                                                                                                                     Indicated
                                  Age/No.       Sale                       Price/                     Occupancy       Overall
No.   Name/Location             of Units        Date      Sale Price        Unit        Price/SF      at Sale           Rate
- ---   -------------             ---------       ----      ----------       ------       --------      ---------       -------
                                                                                              
1.    The Chanate                 1984/         2/96      $ 7,400,000      $61,667       $61.67          85%          11.4% (1)
      3250 Chanate Road           120                       (Cash
      Santa Rosa, CA                                      Equivalent)

2.    Carlton Plaza               1993/        12/95       $8,228,858      $64,288       $78.82          70%          11.0% (1)
      3800 Walnut                 128
      Fremont, CA

3.    Vinwood Lodge               1974/        12/95       $4,100,000      $55,405       $70.09          92%          10.3%
      35 Fenton                    74
      Livermore, CA

4.    Carrington Pointe           1989/        12/95      $11,411,000      $65,580       $72.03          95%          10.7%
      1715 East Alluvial          174
      Fresno, CA

5.    Villa at Palm Desert        1989/        11/95       $6,600,000      $85,714       $114.29         95%          10.4%
      44-300 San Pasqual           77
      Palm Desert, CA

6.    Oak Tree Villa              1988/         6/95      $11,900,000      $58,911       $69.19          72%          12.3% (1)
      100 Lockwood Lane           202
      Scotts Valley, CA



             (1)  estimated at projected full occupancy

   472
Another method of estimating a capitalization rate is the band of investment
weighted average technique. If the available mortgage terms are known, the debt
service or mortgage constant can be calculated, and if the equity dividend rate
required to attract equity capital is known or can be estimated, the overall
rate applicable in direct capitalization can be computed. Available mortgage
terms are 70% of value at 8.5% interest with an amortization term of 25 years
reflects market terms based on our experience of specific financing transactions
and recent national surveys of financing parameters for senior housing
properties. Based on these terms, the mortgage constant is .0966. The equity
dividend rate required to attract equity capital for properties similar to the
subject is approximately 16% (per our investment survey). The indicated overall
capitalization rate using this approach is:



                                      Band of Investment
                                      ------------------
                                    Portion                              Weighted
                                    of Value          Rate             Contribution
                                    --------          ----             ------------
                                                                   
                  Mortgage          0.70    x        .0966                .0676
                  Equity            0.30    x        .16                  .0480
                                                                          -----

                                     1.0    x        Overall Rate         .1156

                                                     OAR                  11.56%


These sources of capitalization rates can be summarized as follows:



                                                               Indicated
                                                               Cap Rates
                                                               ---------
                                                            
                   6 Detailed Sales                             11.0% (Average)
                  SLVS Investment Survey                        12.1% (Assisted Living)
                  Band of Investment                            11.6%



Based upon the current characteristics of the subject, namely, its overall
average cash flow risk as reflected in its stable occupancy and cash flow and
considering the subject's market position (higher rents, full assisted living
licensing, older physical plant and more monolithic unit mix), which is derived
from the subject's established niche as upper tier, above average quality
assisted living project in the area, and considering the affluent local market
and overall current market conditions, we have concluded that 11.5% or toward
the middle portion of the approximate range is an appropriate capitalization
rate for the subject property.

SUMMARY

Our estimate of value by the Income Approach is summarized on the following page
and produces an indicated value for the subject property as is, at March 29,
1996 of $10,880,948, rounded to $10,875,000 ($87,000/unit).
   473
                                VALLEY VIEW LODGE
                    PRO FORMA INCOME/EXPENSE & CAPITALIZATION



                                                                                         Projected
                                                                                        Stabilized
                                                                                        (4/96-3/97)
                                                                                        -----------
                                                                                    
             Average Occupancy (All Beds)                                                     95.0%   (118.75 Beds)
             Average Net Rental (All Beds)                                             $     1,766

             Potential Gross Rent Income -
               1BR Private - 11 Units at $1,970/Mo. Avg.                               $   263,941
               Studio Private - 114 Units at $1,718/Mo. Avg.                           $ 2,385,477
                                                                                       -----------

             Potential Gross Rent Income                                               $ 2,649,418

             Plus:  Assisted Living Surcharges (65 Beds at $600/Mo.)                   $   468,000
             Plus:  Miscellaneous Income (1.25% of PGRI)                               $    33,118
                                                                                       -----------

             Potential Gross Income                                                    $ 3,150,536

             Less:  Stabilized Vacancy & Collection Losses - 5%                       ($   157,527)
                                                                                       -----------

             Effective Gross Income                                                    $ 2,993,009




             Expenses -                                   % of EGI
                                                          --------
                                                                                 
               Real Estate Taxes                               -                       $   129,201
               Insurance                                     1.0%                           29,930
               Management                                    5.0%                          149,650
               G&A                                           9.0%                          269,371
               Utilities                                     5.5%                          164,615
               Maintenance                                   3.0%                           89,790
               Activity & Trans.                             2.0%                           59,860
               Marketing                                     2.0%                           59,860
               Housekeeping                                  4.5%                          134,685
               Dietary                                    $8.50/PRD                        368,422
               Personal Care                                 8.0%                          239,441
               Replacement Reserves                            -                       $    46,875
                                                                                       -----------
             Total Expenses                                                            $ 1,741,700
                                                                                           (58.2%)

             Stabilized Net Operating Income                                           $ 1,251,309
             Overall Capitalization Rate                                                      .115
                                                                                       -----------

             Capitalized Value                                                         $10,880,948
                                                                                       ===========

                                                              Called                   $10,875,000

                                                              Per Unit                 $    87,000

   474
                        VALUATION OF FAVORABLE FINANCING

The preceding valuation assumes conventional market financing. However, the
subject includes favorable financing in the form of a deed of trust issued in
1976 ($3,286,200, 40 year note). The current balance due to the note is
approximately $2,789,444. The present value of this financing must be added to
our valuation estimates described above because a third party buyer of the
subject should be willing to pay for the debt service savings accruing from this
assumable note.

Our estimate of the effect of the favorable financing is illustrated on the
following page. These assumptions are as follows:


                                                   
                    Note Principal @ 3/96:            $2,789,444
                    Interest Rate:                    8.25%, Fixed
                    Note Term:                        11/2016, Assumable

                    Conventional Financing
                    - Interest Rate:                  8.5%, Fixed



To calculate the value of this favorable financing, we have extensively surveyed
leading lenders (REITS, conventional banks, pension funds, FANNIE MAE lenders)
in the senior housing industry to determine a conventional financing interest
rate. The consensus of these lenders is that although conventional taxable
financing of any projects and senior projects in particular is still difficult
in early 1996, that an average taxable interest rate of 8.5% to 9.0% would not
be considered unreasonable given the specialized nature of a senior housing
project. Therefore, considering recent downward trends in interest rates for
senior housing properties, we have estimated a current market interest rate of
8.5%.

Our calculations estimate the present value of the remaining monthly interest
payment on net funds to be received from the bond financing discounted by the
market interest rate less an approximation of the incremental costs to be
incurred as part of the HUD financing compared to conventional financing (annual
audits) plus the present value of current replacement reserve balances. The
total differential or contribution to value from the favorable financing is
estimated at $41,661, rounded to $50,000 as calculated on the following page.
   475
                                VALLEY VIEW LODGE
                        VALUATION OF FAVORABLE FINANCING


                                                                                             
     Present value of financing at market rate (8.5%):                                          $2,789,444

     Present value of financing at below market rate (8.25%):

        Present value of $23,468 (1) monthly payment
        for 20.6 remaining years at 8.5% market rate                                            $2,729,724
                                                                                                ----------

     Difference in present value of financing                                                   $   59,720

     Less:  $6,000/year annual HUD audit charges (through 2016)
             discounted to 4/96 at 8.5%                                                        ($   54,025)

     Plus:  Present value of replacement reserve balance at 11/96
             ($100,104) discounted to 4/96 at 5.0% (8.5% market interest
             rate less 3.5% estimated interest earned on escrow funds)                          $   35,966
                                                                                                ----------

     Net Difference in present value of financing                                               $   41,661
                                                                                                ==========

                                                                          Called                $   50,000



     (1)   Monthly payment for $3,286,200, 40 years, 8.25% interest rate plus
           reserve obligations.
   476
                                  CERTIFICATION

 1.      We have no present or contemplated future interest in the real estate
         that is the subject of this restricted appraisal report.

 2.      We have no personal interest or bias with respect to the subject matter
         of this restricted appraisal report or the parties involved.

 3.      To the best of our knowledge and belief, the statements of fact
         contained in this restricted appraisal report, upon which the analyses,
         opinions and conclusions expressed herein are based, are true and
         correct.

 4.      This restricted appraisal report sets forth all of the limiting
         conditions (imposed by the terms of my assignment or by the
         undersigned) affecting the analyses, opinions and conclusions contained
         in this report.

 5.      This restricted appraisal report has been made in conformity with and
         is subject to the requirements of the Code of Professional Ethics and
         Standards of Professional Conduct of the Appraisal Institute and is
         prepared in accordance with the requirements of the Office of the
         Comptroller of the Currency and the Uniform Standards of Professional
         Appraisal Practice.

 6.      Our compensation is not contingent on an action or event resulting from
         the analysis, opinions, conclusions or the use of this report.

 7.      The value estimates set forth in this report are not predetermined or
         based on any requested minimum valuation, a specific valuation or the
         approval of a loan.

 8.      The use of this report is subject to the requirements of the Appraisal
         Institute relating to review by its duly authorized representatives.

 9.      Wilma Koch, Appraisal Associate provided significant professional
         assistance to the persons signing this report.

10.      As of the date of this report, Michael G. Boehm, MAI has completed the
         requirements of the continuing education program of the Appraisal
         Institute.

11.      A personal inspection of the property was made by Michael G. Boehm, MAI
         on May 9, 1995 and by Wilma Koch, Appraisal Associate on March 29,
         1996.
   477
12.      The concluded total going concern market value estimate of the fee
         simple interest of Valley View Lodge, including the value of favorable
         financing, is as follows:

         MARKET VALUE "AS IS" (MARCH 29, 1996):

TEN MILLION NINE HUNDRED TWENTY FIVE THOUSAND ($10,925,000) DOLLARS

SENIOR LIVING VALUATION SERVICES, INC.



_____________________________
Michael G. Boehm, MAI
   478
                                  A D D E N D A
   479
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS

                           
                  No. 1 -     Canyon Hills Club
                              525 S. Anaheim Hills Road
                              Anaheim



                  No. 2 -     Brea Residential Manor
                              285 W. Central
                              Brea

   480
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS

                           
                  No. 3 -     Whittier Retirement Villa
                              8101 S. Painter
                              Whittier




                  No. 4 -     Gold Star Manor
                              411 E. Commonwealth
                              Fullerton

   481
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS

                          
                  No. 5 -     Villa San Marcos
                              1550 Security Place
                              San Marcos

                  No. 6 -     Chula Vista Inn
                              171 4th Avenue
                              Chula Vista

   482
                       VACANT LAND SALE COMPARABLE NO. 4






        


                                    
         Location:                     9753 Church Street
                                       Rancho Cucamonga, CA

         Assessor's Parcel No.:        1077-332-26 (San Bernardino County)

         Sale Date:                    1/24/92

         Document No.:                 027852

         Sale Price:                   $1,050,000

         Size:                         155,074 Square Feet (3.56 Acres)

         Sale Price/SF:                $6.77

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         Unknown; 8-14 Units/Acre Allowed

         Sale Price Per Unit:          $75,000-$131,250/Unit

         Zoning:                       MR (Medium Density Residential)

         Grantor:                      M/M Robert & Barbara Mills, et al

         Grantee:                      Archibald Garden Villas

         Terms:                        All Cash to Seller

         Comments:                     In lesser quality residential area; owner
                                          holding for future development.
         
   483
                        VACANT LAND SALE COMPARABLE NO. 1




         


                                    

         Location:                     9000 Block Foothill Boulevard, West of 
                                       Carnelian
                                       Rancho Cucamonga, CA

         Assessor's Parcel No.:        207-101-017 (San Bernardino County)

         Sale Date:                    Listing

         Document No.:                 N/A

         List Price:                   $950,000

         Size:                         165,500 Square Feet (3.8 Acres)

         List Price/SF:                $5.74

         Topography:                   Flat to Slightly Sloping

         Shape:                        Irregular

         Proposed Use/Density:         Unknown; Probable Commercial/Office

         List Price Per Unit:          N/A

         Zoning:                       FSP (Foothill Specific Plan)

         Grantor:                      Daniel Miksell

         Grantee:                      N/A

         Terms:                        N/A

         Comments:                     On major thoroughfare; adjacent to 
                                       railroad tracks, a negative site 
                                       influence.
         
   484
                        VACANT LAND SALE COMPARABLE NO. 2





         

                                    

         Location:                     North of Alta Vista Street, West of North
                                       Rose Drive Placentia, CA

         Assessor's Parcel No.:        340-021-71 (Orange County)

         Sale Date:                    7/6/94

         Document No.:                 442192

         Sale Price:                   $4,592,500
           Per Sq. Ft.:                $10.35
           Per Unit:                   $72,897

         Size:                         443,746 Square Feet (10.187 Acres)

         Topography:                   Level

         Shape:                        Irregular

         Proposed Use/Density:         63 unit townhome subdivision; 6.2 
                                       units/acre

         Zoning:                       RPC

         Grantor:                      Chapman - Wickett Co.

         Grantee:                      AM Homes, Ltd.

         Terms:                        Cash to Seller

         Comments:                     Located near the Alta Vista Golf Course;
                                       average quality residential area.
         
   485
                        VACANT LAND SALE COMPARABLE NO. 4




        


                                    

         Location:                     NWC Plaza Bonita and Bonita Road
                                       Chula Vista, CA

         Assessor's Parcel No.:        570-170-53 (San Diego County)

         Sale Date:                    2/12/92

         Document No.:                 92-076593

         Sale Price:                   $855,000

         Size:                         60,984 Square Feet (1.40 Acres)

         Sale Price/SF:                $14.02

         Topography:                   Flat

         Shape:                        Irregular

         Proposed Use/Density:         Probable retail

         Sale Price Per Unit:          N/A

         Zoning:                       C (Commercial)

         Grantor:                      Not Available

         Grantee:                      Jamie Bonilla and Jose Gonzales, et al

         Terms:                        All Cash to Seller

         Comments:                     This site is a moderately busy location 
                                       on Bonita Road; one block from freeway 
                                       access.
         
   486
                           RETIREMENT INN - DALY CITY
                    CENSUS OF MARKET AREA ACLF/AL FACILITIES
                                   (CONTINUED)



                                                                              Congregate
                                                                             (ACLF) Units    Assisted Living (AL) Units
                                     Age/                                 -----------------  --------------------------
                                     Miles      Total                     Monthly            Monthly
                                     From       Units/   Unit      Size-  Rental -  Rental/  Rental -    Semi-          Reported
No.   Name/Location                 Subject    AL Beds   Type      S.F.   Private    S.F.    Private    Private  % SSI  Occupancy
- ---   -------------                 -------    -------   ----      ----   -------   -------  -------    -------  -----  ---------
                                                                                           
8.    Hillsdale Manor               1986/       147/147  Studio    250     $1,700-   $6.80-  +$   65-     N/A       0%      100%
      2883 South Norfolk             12                                    $2,040    $8.16    $1,100
      San Mateo                                          Suite     484     $2,500-   $5.17-
                                                                           $2,955    $6.10

9.    Glenwood Inn                  1990/       80/50    Suite     530     $1,795    $3.39   +$  250-     N/A       0%       98%
      555 Glenwood                   20                  Del. 1BR  720     $2,395-   $3.33-   $1,000
      Menlo Park                                                           $2,895    $4.02
                                                         2BR       940     $2,895-   $3.08-
                                                                           $3,300    $3.51

10.   Palo Alto Commons             1990/       121/121  Studio    400       Not Available    $2,000-     N/A       0%       94%
      4075 El Camino Way             21                                                       $2,300
      Palo Alto                                          1BR       500                        $2,150-
                                                                                              $2,500

S.    Retirement Inn of Daly City   1975/       95/108   Studio    215-    $1,200-   $3.78-  +$  150-  +$  150-    18%       93%
      501 King                         -                           395     $1,495    $5.58    $1,000    $1,000
      Daly City                                          SP                $  775

   487
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

                               No. 11 -    Redwood Villa
                                           1981 Montecito Avenue
                                           Mountain View



   488
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS

                              No. 1 -    Canyon Hills Club
                                         525 S. Anaheim Hills Road
                                         Anaheim


                              No. 2 -    Brea Residential Manor
                                         285 W. Central
                                         Brea


   489
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS

                          No. 3 -    Whittier Retirement Villa
                                     8101 S. Painter
                                     Whittier


                          No. 4 -    Gold Star Manor
                                     411 E. Commonwealth
                                     Fullerton


   490
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS

                            No. 5 -   Villa San Marcos
                                      1550 Security Place
                                      San Marcos

                            No. 6 -   Chula Vista Inn
                                      171 4th Avenue
                                      Chula Vista


   491
                        VACANT LAND SALE COMPARABLE NO. 1




                           
Location:                     West side of College Drive, 500 Feet South of Sharp Park Road
                              Pacifica, CA

Assessor's Parcel No.:        017-470-040 (San Mateo County)

Sale Date:                    Listing

Document No.:                 N/A

List Price:                   $1,100,000

Size:                         117,621 Square Feet (2.7 Net Acres)

List Price/SF:                $9.35

Topography:                   Flat to Sloping

Shape:                        Irregular

Proposed Use/Density:         Unknown; Probable Residential

List Price/Unit:              N/A

Zoning:                       PD

Grantor:                      Manor Healthcare Corporation

Grantee:                      N/A

Terms:                        N/A

Comments:





   492
                        VACANT LAND SALE COMPARABLE NO. 6


                                        
         Location:                     Francisco and Lakeside
                                       Pacifica, CA

         Assessor's Parcel No.:        016-400-080 & 100 (San Mateo County)

         Sale Date:                    9/17/93

         Document No.:                 158133

         Sale Price:                   $335,000

         Size:                         11,945 Square Feet (0.27 Acres)

         Sale Price/SF:                $28.04

         Topography:                   Level

         Shape:                        Irregular

         Proposed Use:                 14 Townhomes; 51.8 Units/Acre

         Zoning:                       PD

         Grantor:                      Pacific Cooperative Housing

         Grantee:                      Peninsula Habitat/Humanity Inc.

         Terms:                        All Cash to Seller

         Comments:





   493
                 WESTERN US ACLF/AL SENIOR HOUSING SALES SUMMARY

                                 LAST 24 MONTHS



                                                             Gross      Expense           Sale
                                                              Inc.      Ratio             Price
   No.  Facility Name        Location           Age   Units  $/Unit/Mo  (%)     Date      (000)    $/Unit     OAR      $/SF      GIM
   ---  -------------        --------           ---   -----  ---------  ---     ----      -----    ------     ---      ----      ---

                                                                                             
   1.  The Highlander       Seattle, WA         1979   121   $1,066     55.0%    6/93    $ 5,200   $41,322    13.4%  $  52.73   3.36
                                                                                                                    
   2.  Almond Avenue        Orangevale, CA      1987    39   $1,598     65.2%    7/93    $ 2,100   $53,864    12.4%  $  57.00   2.81
                                                                                                                    
   3.  Summerfield          Tigard, OR          1980   155   $1,100     60.0%    8/93    $ 6,550   $42,532    13.2%  $  80.84   3.20
                                                                                                                    
   4.  Renton Villa         Renton, WA          1983    78   $1,366     66.7%    8/93    $ 3,000   $38,462    14.2%  $  46.51   2.35
                                                                                                                    
   5.  Sherwood Villa       Tacoma, WA          1981    98   $1,328     69.0%    8/93    $ 2,800   $28,571    17.3%  $  45.67   1.79
                                                                                                                    
   6.  Celeste Villa        Modesto, CA         1975    81   $1,080     72.5%   10/93    $ 1,900   $23,457    13.7%  $  32.75   1.81
                                                                                                                    
   7.  Springs of Napa      Napa, CA            1986   102   $1,332     55.0%   11/93    $ 6,300   $61,765    11.7%  $  69.23   3.86
                                                                                                                    
   8.  Summerhill           Puyallup, WA        1987    96   $1,241     59.4%    2/94    $ 5,500   $57,292    10.5%  $  62.74   4.40
                                                                                                                    
   9.  Chula Vista Inn      Chula Vista, CA     1975   112   $1,034     75.0%    6/94    $ 2,675   $23,884    13.0%  $  41.10   1.92
                                                                                                                    
  10.  Villa San Marcos     San Marcos, CA      1986   100   $1,191     65.0%    6/94    $ 3,951   $39,510    12.7%  $  73.17   2.76
                                                                                                                    
  11.  Camlu                Phoenix, AZ         1979    88   $1,153     65.0%    6/94    $ 3,800   $43,182    11.2%  $  83.66   3.12
                                                                                                                    
  12.  Gold Star Manor      Fullerton, CA       1985    80   $1,146     70.0%    6/94    $ 2,880   $36,000    11.5%  $ 128.34   2.62
                                                                                                                    
  13.  Hacienda de Monterey Palm Desert, CA     1989   180   $1,813     65.8%    7/94    $ 7,250   $40,278    18.5%  $  41.36   1.85
                                                                                                                    
  14.  Park Ridge           Vallejo, CA         1991    93   $1,632     60.0%    7/94    $ 5,785   $62,204    11.3%  $  68.10   3.54
                                                                                                                    
  15.  Carson Oaks          Stockton, CA        1989    76   $1,462     60.0%    7/94    $ 4,200   $55,263    12.4%  $  66.95   3.23
                                                                                                                    
  16.  Villa Ocotillo       Scottsdale, AZ      1973   102   $1,242     60.0%    9/94    $ 3,500   $34,314    14.9%  $  43.34   2.30
                                                                                                                    
  17.  Lomita Lodge         Ojai, CA            1970    26   $1,999     75.0%   12/94    $ 1,350   $51,923    12.2%  $ 135.00   2.06
                                                                                                                    
  18.  Brea Residential     Brea, CA            1990    98   $1,377     67.0%    1/95    $ 4,800   $48,980    11.1%  $  84.24   2.96
                                                                                                                    
  19.  Whittier Retirement  Whittier, CA        1973    72   $1,187     67.0%    1/95    $ 2,875   $39,937    11.8%  $  75.16   2.80
                                                                                                                    
  20.  Canyon Hills Club    Anaheim, CA         1989   212   $1,661     67.1%    2/95    $13,450   $63,443    10.3%  $  65.92   3.18
                                                                                                                    
  21.  Casa Sandoval        Hayward, CA         1989   238   $1,346     65.0%    2/95    $15,000   $63,025     9.0%  $  69.23   3.90
                                                                                                                    
  22.  Valley Crest         Apple Valley, CA    1985    37   $1,600     65.0%    2/95    $ 2,200   $59,459    11.3%  $ 118.71   3.10
                                                                                                                    
  23.  Amaryllis Court      Anaheim, CA         1969    33   $1,391     75.0%    3/95    $ 1,150   $34,848    11.0%  $  71.72   2.09
                                                                                                                    
  24.  Fulton Villa         Stockton, CA        1973    76   $  763     72.1%    3/95    $ 1,450   $19,079    11.5%  $  25.29   2.08
                                                                                                                    
  25.  Oak Tree Villa       Scotts Valley, CA   1988   202   $1,399     56.8%    6/95    $11,900   $58,911    12.3%  $  69.18   3.51



                                                                                

                                                                                                      
       Low                                      1969    26   $  763     55.0%            $ 1,150   $19,079     9.0%  $  32.75   1.79
                                                                                                                    
       High                                     1991   238   $1,999     75.0%            $15,000   $63,443    18.5%  $ 135.00   4.40
                                                                                                                    
       Low (minus 2 lowest)                     1973    37   $1,066     56.8%            $ 1,450   $23,884    10.5%  $  41.36   1.85
                                                                                                                    
       High (minus 2 highest)                   1989   202   $1,661     72.5%            $11,900   $62,204    14.9%  $ 118.71   3.86
                                                                                                                    
       Average:                                 1982   104   $1,340     65.3%            $ 4,863   $44,860    12.5%  $  68.72   2.82
                                           







   494
                                                     ARVP II
                                              SUMMARY OF VALUATIONS
                                              ---------------------



                                               7/95 Values              3/96 Values            % Increase
                                               -----------              -----------            ----------
                                                                                      
Montego Heights Lodge                          $ 8,825,000              $ 8,975,000                +1.7%

Valley View Lodge                              $10,375,000              $10,925,000                +5.3%

Retirement Inn - Daly City                     $ 3,025,000              $ 3,475,000               +14.9%

Retirement Inn - Fullerton                     $ 2,350,000              $ 2,425,000                +3.2%
                                               -----------              -----------               ------

Totals                                         $24,575,000              $25,800,000                +5.0%
                                               ===========              ===========               ======

   495
                                VALLEY VIEW LODGE
                    CENSUS OF MARKET AREA ACLF/AL FACILITIES



                                                                                         Congregate
                                                                                        (ACLF) Units  
                                     Age/                                           --------------------
                                     Miles       Total                              Monthly                  
                                     From        Units/      Unit       Size-       Rental -     Rental/     
No.   Name/Location                 Subject    AL Beds       Type       S.F.        Private       S.F.       
- ---   -------------                 -------    -------       ----       ----        -------      -------     
                                                                                                             
                                                                            
1.    Byron Park                     1991/      187/19       Studio     431          $1,575       $3.65      
      1700 Tice Valley Blvd.         0.4                     1BR        614-834      $1,850-      $3.00-     
      Walnut Creek                                                                   $2,500       $3.01      
                                                             2BR        877-1316     $2,600-      $2.51-     
                                                                                     $3,300       $2.96      
                                                                                                             
2.    Eden Villa                     7-95/      36/72        Studio     300 (est.)       Not Available       
      2015 Mt. Diablo Boulevard      3.5                                                                     
      Walnut Creek                                                                                           
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
3.    Montego Heights Lodge          1978/      169/192      Studio     296-391      $1,100-      $3.58-     
      1400 Montego                   2.4                                             $1,400       $3.72      
      Walnut Creek                                           1BR        687          $1,750       $2.55      
                                                             SP                      $  825-                 
                                                                                     $  850                  
                                                                                                             
4.    Kensington Place               1988/      176/44       1BR        450-560      $1,885       $3.37-     
      1580 Geary Blvd.               3.2                                                          $4.19      
      Walnut Creek                                           2BR        760-820      $2,830       $3.45-     
                                                                                                  $3.72      
                                                                                                             
5.    Chateau Pleasant Hill          1985/      112/38       Studio     400          $1,295-      $3.24-     
      2770 Pleasant Hill Road        3.2                                             $1,700       $4.25      
      Pleasant Hill                                          1BR        500          $1,650-      $3.30-     
                                                                                     $2,000       $4.00      
                                                                                                             
6.    Family Affair Ret.             1975/      120/160      Studio     450-500      $1,600       $3.20-     
      1081 Mohr Lane                 4.5                                                          $3.56      
      Concord                                                                                                
                                                                                                             
7.    Moraga Royale                  1987/      95/182       Studio     525             Not Available        
      1600 Canyon Road               4.8                                                                     
      Moraga                                                                                                 



                                                     Assisted Living (AL) Units               
                                          -----------------------------------------------
                                          Monthly                                            
                                          Rental -        Semi-                 Reported     
No.   Name/Location                       Private        Private      % SSI     Occupancy    
- ---   -------------                       -------        -------      -----     ---------    
                                                                                             
                                                                       
1.    Byron Park                           $2,650-         N/A          0%          72%      
      1700 Tice Valley Blvd.               $3,095                                            
      Walnut Creek                                                                           
                                                                                             
                                                                                             
                                                                                             
2.    Eden Villa                           $2,450-       $1,650-        0%           3%      
      2015 Mt. Diablo Boulevard            $2,750        $1,950                   (Opened    
      Walnut Creek                      (shared bath)                               7/95)     
                                           $2,650-                                           
                                           $2,950                                            
                                                                                             
                                       (private bath)                                        
                                                                                             
3.    Montego Heights Lodge                +$150-        +$150-         8%          87%      
      1400 Montego                         $1,000        $1,000                              
      Walnut Creek                                                                           
                                                                                             
                                                                                             
                                                                                             
4.    Kensington Place                     +$300-          N/A          0%         100%      
      1580 Geary Blvd.                     $1,000                                            
      Walnut Creek                                                                           
                                                                                             
                                                                                             
5.    Chateau Pleasant Hill               +$300-$500       N/A          0%          99%      
      2770 Pleasant Hill Road                                                                
      Pleasant Hill                                                                          
                                                                                             
                                                                                             
6.    Family Affair Ret.                   $2,000-       $1,800         0%          WND      
      1081 Mohr Lane                       $2,200                                            
      Concord                                                                                
                                                                                             
7.    Moraga Royale                        $1,600-       $  850         0%          98%      
      1600 Canyon Road                     $2,200                                            
      Moraga                                                                                 


   496
                                VALLEY VIEW LODGE
                    CENSUS OF MARKET AREA ACLF/AL FACILITIES
                                   (CONTINUED)



                                                                                           Congregate          
                                                                                          (ACLF) Units       
                                     Age/                                             -------------------- 
                                     Miles       Total                                Monthly                
                                     From        Units/      Unit       Size-         Rental -     Rental/   
No.   Name/Location                 Subject    AL Beds       Type       S.F.          Private       S.F.     
- ---   -------------                 -------    -------       ----       ----          -------      -------   
                                                                                    
                                                                              
8.    Diablo Lodge                   1990/      118/128      Studio     360 (avg.)    $1,795-       $4.99-   
      950 Diablo Road                5.5                                              $2,095        $5.82    
      Danville                                               1BR        490           $2,195-       $4.48-
                                                                                      $2,495        $5.09
                                                             2BR        658 (avg.)    $2,695-       $4.10-
                                                                                      $2,895        $4.40
                                                                                    
9.    Concord Royale                 1979/      120/196      Studio     250 (est.)       Not Available       
      4230 Clayton Road              6.5                                                                     
      Concord                                                                       
                                                                                    
10.   San Ramon Lodge                1991/      40/60        Studio     219-365          Not Available       
      18888 Bollinger Canyon Road    8.6                                                                     
      San Ramon                                                                     
                                                                                    
11.   Villa San Ramon                1992/      120/120      Studio     400            $1,650-      $4.13-   
      9199 Fircrest Lane             8.5                                               $1,795       $4.49
      San Ramon                                              1BR        500-552        $1,825-      $2.85-   
                                                                                       $1,995       $3.65
                                                                                    
                                                             Lg. 1BR    700            $2,000-      $2.86-
                                                                                       $2,300       $3.29
                                                             2BR        850-870        $2,595-      $3.05-   
                                                                                       $2,795       $3.21
                                                                                    
S.    Valley View Lodge              1976/-     125/96       Studio     390            $1,375       $3.53    
      1228 Rossmoor Parkway                                  Alcove     533            $1,750       $3.28    
      Walnut Creek                                           1BR        571            $1,950       $3.42
                                                             SP                        $1,175


                                                 Assisted Living (AL) Units              
                                      -----------------------------------------------
                                      Monthly                                             
                                      Rental -        Semi-                 Reported      
No.   Name/Location                   Private        Private      % SSI     Occupancy     
- ---   -------------                   -------        -------      -----     ---------     
                                                                                          
                                                                     
8.    Diablo Lodge                     +$300-          N/A          0%         100%       
      950 Diablo Road                  $1,000                                             
      Danville                                                                            
                                                                                          
                                                                                          
                                                                                          
                                                                                          
9.    Concord Royale                   $1,200-       $850-         25%          98%       
      4230 Clayton Road                $1,800        $950                                 
      Concord                                                                             
                                                                                          
10.   San Ramon Lodge                  $2,000-       $1,500-        0%          86%       
      18888 Bollinger Canyon Road      $2,500        $1,800                               
      San Ramon                                                                           
                                                                                          
11.   Villa San Ramon                  $2,750          N/A                      99%       
      9199 Fircrest Lane                                                                  
      San Ramon                        $2,850          N/A                                

                                                                                       
                                                                                          
                                                                                          
                                                                                          
                                       $3,600        $1,600                               
                                                                                          
                                                                                          
S.    Valley View Lodge                +$150-        +$150-         0%          96%       
      1228 Rossmoor Parkway            $1,000        $1,000                               
      Walnut Creek                                                                        
                                                                     
   497
                                VALLEY VIEW LODGE
                                VACANT LAND SALES




                                                                                           Sale Price                     Proposed
                                  Sale                    Size-SF      Proposed        ------------------                 Density -
No.   Location/APN                Date      Sale Price    (Acres)     Development        SF        Unit       Zoning     Units/Acre
- ---   ------------                ----      ----------    -------     -----------        --        ----       ------     ----------

                                                                                      
1.    1836 San Miguel Drive       Listing   $  430,000     33,106     6 Townhomes      $12.99     $71,667       C-O          7.9
      Walnut Creek                                         (0.76)
      180-010-029

2.    123 Brodia Way              3/95      $  720,000     49,658     Low Density      $14.50       N/A         R-4          N/A
      Walnut Creek                                         (1.14)     Residential
      140-170-006-5

3.    Tice Creek Drive,           12/94     $1,781,500    185,130     2 Duplexes &     $ 9.62     $71,260     PD-1829        5.9
       NW of Golden Rain Road                              (4.25)     7 Triplexes
      Walnut Creek
      189-130-017-8

4.    Tice Valley Boulevard,      12/94     $1,781,500    217,800     Nursing Home     $ 8.18       N/A         PD           N/A
       SW of Rossmoor Parkway                              (5.00)
      Walnut Creek
      189-130-019-4 (Portion)

S.    1228 Rossmoor Parkway         -           -         198,198     125 Senior         -          -           PD          35.2
      Walnut Creek                                         (4.55)     Housing Units
      189-040-045                                          gross;
                                                          154,638
                                                           (3.55)
                                                             net


   498
                                VALLEY VIEW LODGE
                            COMPARABLE IMPROVED SALES



                                                                                                                  Indicated
                                    Age/No.      Sale                      Price/        Sale        Occupancy     Overall
No.     Name/Location               of Units     Date     Sale Price       Unit        Price/SF       @ Sale        Rate
- ---     -------------               --------     ----     ----------       -----       --------      ----------    -------

                                                                                             
1.      Oak Tree Villa               1988/       6/95     $11,900,000     $58,911      $69.19         72%          12.3% (1)
        100 Lockwood Lane            202
        Scotts Valley, CA

2.      El Camino Gardens            1984/       5/95     $10,000,000     $34,965      $62.19         82%          11.2% (1)
        2426 Garfield                286
        Carmichael, CA

3.      Casa Sandoval                1989/       2/95     $15,000,000     $63,025      $69.23         81%           9.0% (1)
        1200 Russell Way             238
        Hayward, CA

4.      Lomita Lodge                1970's/     12/94     $1,350,000      $51,923      $135.00        81%          12.2% (1)
        225 N. Lomita                 26
        Ojai, CA

5.      Carson Oaks                  1989/       7/94     $4,200,000      $55,263      $66.95         95%           12.4%
        6725 Inglewood Avenue         76
        Stockton, CA

6.      Park Ridge                   1991/       7/94     $5,785,000      $62,204      $68.10         55%          11.3% (1)
        2261 Tuolumne                 93
        Vallejo, CA


        (1)  Estimated at 92% occupancy
   499
                                VALLEY VIEW LODGE
                            COMPARATIVE RENT ANALYSIS

ACLF - CONGREGATE RENTS



                           Private - 1BR                                  Private - Studio
                   ----------------------------------             ----------------------------------
                   Comp. No.             Monthly Rent             Comp. No.             Monthly Rent
                   ---------             ------------             ---------             ------------

                                                                              
                         1              $1,850-$2,500                   1                 $1,575
                         2              $2,195-$2,495                   3*             $1,100-$1,400
                         3*                $1,750                       5*             $1,295-$1,700
                         4                 $1,885                       8              $1,795-$2,095
                         5*             $1,650-$2,000                  11              $1,650-$1,795
                         8              $2,195-$2,495
                        11              $1,825-$2,300

Range                                   $1,650-$2,500                                  $1,100-$2,095
Average                                    $2,063                                         $1,598



AL - ASSISTED LIVING RENTS



                    Private - 1BR                     Private (Studio)                      Semi-Private
             ------------------------------     ------------------------------      -----------------------------
             Comp. No.         Monthly Rent     Comp. No.         Monthly Rent      Comp. No.        Monthly Rent
             ---------         ------------     ---------         ------------      ---------        ------------

                                                                                     
                   1             $3,300               1             $2,850                1         $2,150-$2,850
                   3          $2,200-$2,300           2          $2,450-$2,950            2         $1,650-$1,950
                   4          $2,185-$2,885           3*         $1,550-$1,850            3*        $1,275-$1,563
                   5*         $1,950-$2,500           5*         $1,595-$2,200            5*        $2,495-$3,495
                   6          $2,000-$2,200           7          $1,600-$2,200            6            $1,800
                   8          $2,495-$3,495           8          $2,095-$3,195            7             $850
                  11             $2,850               9*         $1,200-$1,800            9*          $850-$950
                                                     10          $2,000-$2,500           10         $1,500-$1,800
                                                     11             $2,750               11            $1,600

Range                         $1,950-$3,495                      $1,200-$3,195                       $850-$3,495
Average                          $2,607                             $2,243                             $1,724






                                     Private - 1BR           Private - Studio           Semi-Private
                                     -------------           ----------------           ------------

Subject Rented Beds -
                                                                                   
 Subject Range                       $1,925-$1,950             $1,375-$1,750            $1,062-$1,175
 Subject Average                     $1,942/$2,517**           $1,673/$2,248**          $1,142/$1,717**
                                       (9 Units)                 (108 Units)               (6 Beds)

Subject Vacant Beds -
 Subject Range                         $1,950                    $1,750                       -
 Subject Average                     $1,950/$2,575**           $1,750/$2,325**                -
                                       (1 Unit)                  (4 Units)



*Comparable Nos. 3 - Montego Heights Lodge; 5 - Chateau Pleasant Hill; and 7 -
Concord Royale are most similar to the subject.

**Includes average assisted living surcharge of $575 per month.
   500
                                VALLEY VIEW LODGE
                      COMPARABLE IMPROVED SALES ADJUSTMENTS



                                       No. 1        No. 2          No. 3         No. 4         No. 5         No. 6
                                       -----        -----          -----         -----         -----         -----

                                                                                              
Sale Price Per Unit                   $58,911      $34,965       $ 63,025       $51,923       $55,263       $62,204
  Before Adjustment

Occupancy Adjustment                      +10%          +5%            +5%           +5%         -              +15%

Net Income Per Unit                       +34%        +147%           +72%          +54%          +42%          +38%
  Adjustment (Subject (1)             $(9,703/     $(9,703/      $ (9,703/      $(9,703/      $(9,703/      $(9,703/
  NOI/Unit/Comp/NOI/Unit              $ 7,246)     $ 3,923)      $  5,653)      $ 6,314)      $ 6,851)      $ 7,020)
                                      -------      -------       --------       -------       -------       -------

Sale Price Per Unit

  After Adjustment                    $86,835      $90,684       $113,823       $83,959       $78,473       $98,718
                                      =======      =======       ========       =======       =======       =======







                                                                      
            Range (Less Outlying Sale No. 3):       $    78,473            -   $   98,718
                                                    x       125  Units  x             125 Units
                                                    -----------         -----------------
                                                                       
                        Indicated Value Range:      $9,809,125             -   $12,339,750
                                                    ==========                 ===========
                                                                       
                                       Called:      $9,800,000            to   $12,350,000








(1)  Subject stabilized NOI/Unit - $1,212,831/125 Units
   501
                                VALLEY VIEW LODGE
                   SUMMARY OF SUBJECT RENT CENSUS AT 6/21/95



                                        Private-1BR       Private-Studio      Semi-Private
                                          (Units)             (Units)            (Beds)              Total
                                        -----------       --------------      ------------           -----

                                                                                         
Number Units/Beds - Rented                    9                 108                 6                 123(96.1%)
Rent Range                              $1,925-$1,950      $1,375-$1,750     $1,062-$1,175       $1,062-$1,950
Rent Average                               $1,942              $1,673             $1,142              $1,667

Potential Total Rent-Rented               $209,700          $2,168,700           $82,200           $2,460,600


Number Units/Beds - Vacant (1)                1                   4                 -                    5(3.9%)
Rent Range                                 $1,950              $1,750               -             $1,750-$1,950
Rent Average                               $1,950              $1,750               -                 $1,790

Total Potential Rent-Vacant                $23,400             $84,000              -                $107,400


Total Units/Beds                             10                 112                 6                 128(100%)
Gross Potential Rent-Total                $233,100          $2,252,700           $82,200           $2,568,000
Per Unit/Bed                               $1,943              $1,676             $1,142              $1,672




NOTES:

(1)   Vacant units include:

      Private 1BR - Unit 125 (1 Unit);

      Private Studio - Units 123, 133, 143, 150 (4 Units)

(2)   Subject has no SSI residents.
   502
                                VALLEY VIEW LODGE
                               SATURATION ANALYSIS



                                                               Saturation Rate (1)                  
                                                       ------------------------------------         Subject
                                                        w/o Subject              w/Subject            Only
                                    # H.H. (2)         (1,843 Beds)(3)         (1,971 Beds)        (128 Beds)
                                    ----------         ---------------         ------------        ----------
                                                                                        
1995 Estimate
- -------------

75+, $15,000 Income                  6,183                 29.8%                  31.9%               2.1%


2000 Projection
- ---------------

75+, $15,000 Income                  6,828                 27.0%                  28.9%               1.9%





NOTES:

(1)   Market saturation rates represent the percentage of total market demand 
      which is necessary to absorb a) existing or proposed units not including
      the subject, and b) existing or proposed units including the subject.

(2)   Number of income and age qualifying senior households within 5-mile radius
      of site per Urban Decision Systems.

(3)   Number of competitive units estimated at 100% of Comparable Nos. 1 to 7, 
      50% of Comparable Nos. 8 to 11, and 300 units at The Waterford (senior
      congregate condominiums).

(4)   Evaluation of saturation rates:



       Saturation                Evaluation of
          Rate                Market Environment
       ----------             ------------------ 

                                                            
        0% - 10%              Lightly Competitive
       10% - 20%              Moderately Competitive
       20% - 30%              Heavily Competitive
          30%+                Extremely Competitive


   503
                                VALLEY VIEW LODGE
                        VALUATION OF FAVORABLE FINANCING



                                                                                        
     Present value of financing at market rate (9.5%):                              $2,822,704

     Present value of financing at below market rate (8.25%):

        Present value of $23,468 (1) monthly payment
        for 21.3 remaining years at 9.5% market rate                                $2,555,366
                                                                                    ----------

     Difference in present value of financing                                       $  267,338

     Less:  $6,000/year annual HUD audit charges (through 2016)
             discounted to 7/95 @ 9.5%                                              $  (53,766)

     Plus:  Present value of replacement reserve balance @ 7/95
             ($88,817) discounted to 7/95 @ 6.0% (9.5% market interest
             rate less 3.5% estimated interest earned on escrow funds)              $   55,261
                                                                                    ----------

     Net Difference in present value of financing                                   $  268,833
                                                                                    ==========

                                                                Called              $  275,000








     (1)   Monthly payment for $3,286,200, 40 years, 8.25% interest rate plus
            reserve obligations.



   504
                                VALLEY VIEW LODGE
                          HISTORICAL INCOME AND EXPENSE



                                                       Historical                                 
                                -------------------------------------------------------------       Operator
                                                                   4 Months                            Goal
                                Year Ending       Year Ending       Ending           1995             Budget
Revenues                          12/93            12/94           4/30/95         Annualized          1995
- --------                        -----------      ------------      --------        ----------         ------

                                                                                            
Rental Income                   $2,337,333        $2,456,025       $831,496        $2,494,488       $2,507,813
Assisted Living Income             231,250           321,567        123,447           370,341          457,500
Non-Operating Revenue           $   32,024        $   35,709       $  9,071        $   27,213       $   38,338
                                ----------        ----------       --------        ----------       ----------

Total Revenues                  $2,600,607        $2,813,301       $964,014        $2,892,042       $3,003,651

Expenses (1)

Real Estate Taxes               $   75,876        $   82,430          (2)              (2)          $   83,092
Insurance                           16,912            22,500          (2)              (2)              25,276
G&A                                 45,320            57,592          (2)              (2)              55,990
Utilities                          159,499           166,783          (2)              (2)             162,390
Payroll/Benefits                   717,863           798,708          (2)              (2)             850,728
Maintenance                         69,041            68,679          (2)              (2)              71,520
Activities                          13,826            11,965          (2)              (2)              12,750
Marketing                           19,051            16,848          (2)              (2)              20,936
Laundry & Linen                     12,571            10,195          (2)              (2)              14,925
Dietary                            178,270           183,906          (2)              (2)             183,819
Supplies                            42,555            36,469          (2)              (2)              34,800
                                ----------        ----------       --------        ----------       ----------
                                                               
Total Operating Expense         $1,350,784        $1,456,075       $496,506        $1,489,518       $1,516,226
                                   (51.9%)           (51.8%)        (51.5%)           (51.5%)          (50.5%)

Net Operating Income            $1,249,823        $1,357,226       $467,508        $1,402,524       $1,487,425
                                ==========        ==========       ========        ==========       ==========







NOTES:

(1)  Does not include management fee or replacement reserves.

(2)  Detail not available.
   505
                                VALLEY VIEW LODGE
                    PRO FORMA INCOME/EXPENSE & CAPITALIZATION



                                                                                         Projected
                                                                                        Stabilized
                                                                                        (7/95-6/96)
                                                                                        -----------

                                                                                         
             Average Occupancy (All Beds)                                                  95.0% (121.6 Beds)
             Average Net Rental (All Beds)                                                $1,705

             Potential Gross Rent Income -
               1BR Private - 10 Units @ $1,982/Mo. Avg.                                $   237,823
               Studio Private - 112 Units @ $1,710/Mo. Avg.                              2,297,595
               Semiprivate - 6 Beds @ $1,165/Mo. Avg.                                  $    83,868
                                                                                       -----------

             Potential Gross Rent Income                                               $ 2,619,286

             Plus:  Assisted Living Surcharges (70 Beds @ $575/mo.)                    $   483,000
             Plus:  Miscellaneous Income (1% of PGRI)                                  $    26,193
                                                                                       -----------

             Potential Gross Income                                                    $ 3,128,479

             Less:  Stabilized Vacancy & Collection Losses - 5%                        $  (156,424)
                                                                                       -----------

             Effective Gross Income                                                    $ 2,972,055

             Expenses -                                    % of EGI
                                                           --------
               Real Estate Taxes                               -                       $   120,966
               Insurance                                     1.0%                           29,721
               Management                                    5.0%                          148,603
               G&A                                          10.0%                          297,206
               Utilities                                     5.5%                          163,467
               Maintenance                                   3.0%                           89,162
               Activity & Trans.                             2.0%                           59,441
               Marketing                                     2.0%                           59,441
               Housekeeping                                  4.5%                          129,318
               Dietary                                    $8.50/PRD                        377,264
               Personal Care                                 8.0%                          237,764
               Replacement Reserves                            -                       $    46,875
                                                                                       -----------
             Total Expenses                                                            $ 1,759,224
                                                                                           (59.2%)

             Stabilized Net Operating Income                                           $ 1,212,831
             Capitalization Rate                                                               .12
                                                                                       -----------

             Capitalized Value                                                         $10,106,925
                                                                                       ===========

                                                              Called                   $10,100,000

                                                              Per Unit                 $    80,800


   506
                                VALLEY VIEW LODGE
                  COST APPROACH CALCULATION (CALCULATOR METHOD)


                                                                                    
Total Land Value (154,638 Net SF at $12.50/SF)                                           $ 1,932,975

Direct Building Costs
- ---------------------

Building Cost                                                  $6,826,190
Furniture & Equipment
(125 Units @ $2,500/each)                                         312,500
                                                               ----------
Total Direct Building Costs                                                             $ 7,138,690
                                                                                        -----------

Total Direct Building and Land Costs                                                    $ 9,071,665

Indirect Costs - 7%                                                                     $   635,017
                                                                                        -----------

Total Construction and Land Costs                                                       $ 9,706,682

Plus Entrepreneurial Profit @ 15%                                                       $ 1,456,002
                                                                                        -----------

Total Cost New (Including Land)                                                         $11,162,684

Less Depreciation
- -----------------

Physical Curable                                                        0
Physical Incurable                                            $(2,544,162)
Functional Curable                                                      0
Functional Incurable                                                    0
External Obsolescence                                                   0
                                                              -----------
Total Depreciation                                                                      $(2,544,162)
                                                                                        -----------

Indicated Value, Cost Approach, As Is                                                   $ 8,618,522
                                                                                        ===========

                                                                Rounded to              $ 8,625,000

   507
                               SUBJECT PHOTOGRAPHS







                         Subject from Main Parking Area,
                                    View East








                            Main Entrance of Subject
   508
                               SUBJECT PHOTOGRAPHS






                                 Reception Area






                                Main Dining Room
   509
                               SUBJECT PHOTOGRAPHS






                       Typical Interior Courtyard/Walkways






                            Typical Interior Corridor

   510
                               SUBJECT PHOTOGRAPHS






                     Main Access Driveway Entry to Subject,
                                    View East






                             Parking Lot, View North

   511
                               SUBJECT PHOTOGRAPHS







                               Typical Lounge Area






                                   Auditorium

   512
                               SUBJECT PHOTOGRAPHS










                             Typical Unit Interiors

   513
                               SUBJECT PHOTOGRAPHS










                     Main Entry Lobby, Open to Second Floor

   514
                            NEIGHBORHOOD PHOTOGRAPHS










                      Open Space/Homes Surrounding Subject

   515
                            NEIGHBORHOOD PHOTOGRAPHS









                Guardian Nursing Home Immediately West of Subject











         View West toward Exit Driveway, Guardian Nursing Home to Left,
                        Manor Care Nursing Home to Right


   516
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES










                               No. 1 - Byron Park
                                       1700 Tice Valley Boulevard
                                       Walnut Creek



















                               No. 2 - Eden Villa
                                       2015 Mt. Diablo Boulevard

   517
                                  Walnut Creek
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES













                          No. 3 - Montego Heights Lodge
                                  1400 Montego
                                  Walnut Creek



















                            No. 4 - Kensington Place

   518
                                    1580 Geary Boulevard
                                    Walnut Creek
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES













                          No. 5 - Chateau Pleasant Hill
                                  2770 Pleasant Hill Road
                                  Pleasant Hill
   519
                              No. 6 - Family Affair
                                      1081 Mohr Lane
                                      Concord
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES












                              No. 7 - Moraga Royale
                                      1600 Canyon Road
                                      Moraga


   520
                              No. 8 - Diablo Lodge
                                      950 Diablo Road
                                      Danville
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES

















                             No. 9 - Concord Royale
                                     4230 Clayton Road
                                     Concord


   521
                            No. 10 - San Ramon Lodge
                           18888 Bollinger Canyon Road
                                    San Ramon
                COMPARABLE MARKET AREA SENIOR HOUSING FACILITIES














                            No. 11 - Villa San Ramon
                                     9199 Fircrest Lane
                                     San Ramon
   522
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS
















                           No. 1 - Canyon Hills Club
                                   525 S. Anaheim Hills Road
                                   Anaheim













                           No. 2 -  Brea Residential Manor
                                    285 W. Central
   523
                                    Brea
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS








                            No. 3 - Whittier Retirement Villa
                                    8101 S. Painter
                                    Whittier















                           No. 4 - Gold Star Manor
   524
                                   411 E. Commonwealth
                                   Fullerton
                      IMPROVED SALE COMPARABLE PHOTOGRAPHS
















                           No. 5 - Villa San Marcos
                                   1550 Security Place
                                   San Marcos


   525
                           No. 6 - Chula Vista Inn
                                   171 4th Avenue
                                   Chula Vista


   526
                        VACANT LAND SALE COMPARABLE NO. 1












                                                      
         Location:                     1836 San Miguel Drive
                                       Walnut Creek, CA

         Assessor's Parcel No.:        180-010-029 (Contra Costa County)

         Sale Date:                    Listing

         Document No.:                 N/A

         Listing Price:                $430,000

         Size:                         33,106 Square Feet (0.76 Acres)

         Listing Price/SF:             $12.99

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         6 Townhomes; 7.9 Units/Acre

         Sale Price Per Unit:          $71,667

         Zoning:                       C-O

         Grantor:                      Kenneth Nazari & Sahrab Firoozeh Nazari

         Grantee:                      N/A

         Terms:                        N/A

         Comments:                     Located across San Miguel Drive from
                                       professional offices; in overall
                                       residential area; property has been
                                       listed for over one year, according to
                                       the broker with no offers; listing price
                                       includes approved townhome plans.


                        VACANT LAND SALE COMPARABLE NO. 3
   527

                                    
         Location:                     Tice Creek Drive, Northwest of Golden Rain Road
                                       Walnut Creek, CA

         Assessor's Parcel No.:        189-130-019-4 (Contra Costa County)

         Sale Date:                    12/2/94

         Document No.:                 287278

         Sale Price:                   $1,781,500

         Size:                         185,130 Square Feet (4.25 Acres)

         Sale Price/SF:                $9.62

         Topography:                   Flat to Slightly Sloping

         Shape:                        Irregular

         Proposed Use/Density:         2 Duplexes and 7 Triplexes; 5.88 Units/Acre

         Sale Price Per Unit:          $71,260 @ 25 units

         Zoning:                       PD-1829

         Grantor:                      Manor Healthcare Corp.

         Grantee:                      UDC Homes, Inc.

         Terms:                        All Cash to Seller

         Comments:                     Site located inside the gated Rossmoor
                                       Retirement Community; this transaction
                                       was a direct exchange with Land Sale No.
                                       4; development of condominiums underway;
                                       parcel is located across Golden Rain Road
                                       from The Waterford (congregate senior
                                       condos).


                        VACANT LAND SALE COMPARABLE NO. 2
   528

                                               
         Location:                     123 Brodia Way
                                       Walnut Creek, CA

         Assessor's Parcel No.:        140-170-006-5 (Contra Costa County)

         Sale Date:                    3/3/95

         Document No.:                 35433

         Sale Price:                   $720,000

         Size:                         49,658 Square Feet (1.14 Acres)

         Sale Price/SF:                $14.50

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         Unknown

         Zoning:                       R-4

         Grantor:                      Edward Sonnenberg

         Grantee:                      M/M Richard and Lynne Chapman

         Terms:                        N/A

         Comments:                     In rolling hill, high end residential area; owner holding for future development.

   529
                        VACANT LAND SALE COMPARABLE NO. 4









                                    
         Location:                     Tice Valley Boulevard, Southwest of Rossmoor Parkway
                                       Walnut Creek, CA

         Assessor's Parcel No.:        189-130-019-4 (Contra Costa County)

         Sale Date:                    12/2/94

         Document No.:                 287282

         Sale Price:                   $1,781,500

         Size:                         217,800 Square Feet (5.0 Acres)

         Sale Price/SF:                $8.18

         Topography:                   Sloping

         Shape:                        Irregular

         Proposed Use/Density:         120 Bed Nursing Home; 13 Rooms/Acre (estimated)

         Zoning:                       PD

         Grantor:                      UDC Homes, Inc.

         Grantee:                      Manor Health Care Corp.

         Terms:                        All Cash to Seller

         Comments:                     Site located outside the gated Rossmoor Retirement Community; sale was a direct
                                       exchange with Land Sale No. 3; parcel has 451 feet of frontage along Rossmoor
                                       Parkway and 406 feet of frontage along Tice Valley Boulevard.

   530
                         IMPROVED SALE COMPARABLE NO. 1



                                      
     Name:                               Oak Tree Villa

     Location:                           100 Lockwood Lane, Scotts Valley, CA

     Assessor's Parcel No.:              021-052-01 (Santa Cruz County)

     Sale Date:                          6/6/95

     Sale Price:                         $11,900,000

     No. of Units:                       202 Units (includes 40 assisted living units)

     Age:                                1988

     % Private Pay:                      100% (includes 20% low income residents)

     Size (GBA):                         172,000 Square Feet

     Average Unit Size (GBA/Unit):       851 Square Feet

     Sale Price/Unit:                    $58,911

     Sale Price/SF:                      $69.19

     Occupancy Rate:                     72%

     Gross Operating Income:             $3,390,984 (estimated at 90% occupancy)

     Expenses:                           $1,925,343

     Net Operating Income:               $1,465,641 (estimated at 90% occupancy)

     % Expenses:                         56.8%

     G.I.M.:                             3.51

     O.A.R.:                             12.3 (estimated at 90% occupancy)

     N.O.I./Unit:                        $7,256

     Grantor:                            Oak Tree Villa Partnership

     Grantee:                            Birtcher Senior Properties

     Terms:                              $4,955,000 cash (39%); $7,745,000 assumption of existing debt, 30 year
                                         amortization, due in 15 years, 10.25% rate.

     Comments:                           20% of units must be allocated to low income (HUD) residents; unit mix:
                                         102 alcove units (450 SF) and 100 one bedroom units (600 SF); located in
                                         lightly populated area.

     Confirmation:                       Keith Louie (415) 391-9220

   531
                         IMPROVED SALE COMPARABLE NO. 2



                                      
     Name:                               El Camino Gardens

     Location:                           2426 Garfield Avenue, Carmichael, CA

     Assessor's Parcel No.:              283-0030-14 (Sacramento County)

     Sale Date:                          5/31/95 (Document No. 8309302142)

     Sale Price:                         $10,000,000 (includes $650,000 in deferred maintenance)

     No. of Units:                       286 Units (174 ACLF/112 ALF)

     Age:                                1984

     Size (GBA):                         160,810 Square Feet

     Average Unit Size (GBA/Unit):       562 Square Feet

     Sale Price/Unit:                    $34,965

     Sale Price/SF:                      $62.19

     Occupancy Rate:                     82%

     Gross Operating Income:             $2,814,240 (estimated at 93% occupancy)

     Expenses:                           $1,692,240

     Net Operating Income:               $1,122,000 (estimated at 93% occupancy)

     % Expenses:                         60.1%

     G.I.M.:                             3.55

     O.A.R.:                             11.2% (estimated at 93% occupancy)

     N.O.I./Unit:                        $3,923

     Grantor:                            Joseph Benvenuti

     Grantee:                            Nationwide Health Properties (REIT)

     Terms:                              All Cash to Seller

     Comments:                           Project had approximately $650,000 in deferred maintenance at time of sale;
                                         purchased by REIT and leased to ARV Housing Group; licensed to include
                                         up to 224 assisted living beds.

     Confirmation:                       Eric Davidson (714) 751-7400

   532
                         IMPROVED SALE COMPARABLE NO. 3



                                      
     Name:                               Casa Sandoval

     Location:                           1200 Russell Way, Hayward, CA

     Assessor's Parcel No.:              415-240-007, 008 (Alameda County)

     Sale Date:                          2/27/95

     Sale Price:                         $15,000,000

     No. of Units:                       238 Units

     Age:                                1989

     Size (GBA):                         216,639 Square Feet

     Average Unit Size (GBA/Unit):       920 Square Feet

     Sale Price/Unit:                    $63,025

     Sale Price/SF:                      $69.23

     Occupancy Rate:                     81%

     Gross Operating Income:             $3,844,396 (estimated at 92% occupancy)

     Expenses:                           $2,498,857

     Net Operating Income:               $1,345,539

     % Expenses:                         65% (estimated at 92% occupancy)

     G.I.M.:                             3.90

     O.A.R.:                             9.0%

     N.O.I./Unit:                        $5,653

     Grantor:                            Casa Sandoval Investors, L.P.

     Grantee:                            Weh Chang

     Terms:                              All Cash to Seller

     Comments:                           Average quality project in middle
                                         income suburban area; sold at auction
                                         on 2/9/95; property underperforming at
                                         date of sale; buyer plans significant
                                         licensing/conversion of many units to
                                         assisted living.

     Confirmation:                       John Rosenfeld (310) 473-8900 ext. 119

   533
                         IMPROVED SALE COMPARABLE NO. 4


                                      
     Name:                               Lomita Lodge

     Location:                           225 N. Lomita Avenue, Ojai, CA

     Assessor's Parcel No.:              017-083-200 (Ventura County)

     Sale Date:                          12/30/94 (Doc. No. 206073)

     Sale Price:                         $1,350,000

     No. of Units:                       26 Units/36 Beds (Licensed AL)

     Age:                                1940's/1970's

     Size (GBA):                         10,000 Square Feet

     Average Unit Size (GBA/Unit):       385 Square Feet

     Sale Price/Unit:                    $51,923

     Sale Price/SF:                      $135.00

     Occupancy Rate:                     81%

     Gross Operating Income:             $656,640 (estimated at 95% occupancy)

     Expenses:                           $492,480

     Net Operating Income:               $164,160 (estimated at 95% occupancy)

     % Expenses:                         75.0%

     G.I.M.:                             2.06

     O.A.R.:                             12.2% (estimated at 95% occupancy)

     N.O.I./Unit:                        $6,314

     Grantor:                            Raymond & Judy Berard

     Grantee:                            Ojai Retirement Inn #1, Ltd.

     Terms:                              $270,000 Cash; $1,080,000 variable rate loan at 8.5%, 20 year
                                         amortization.

     Comments:                           Property underperformed at date of sale; currently 95% occupied; rents
                                         range from $1,500 to $2,350 per month per bed; property includes about
                                         25% SSI.

     Confirmation:                       Gerry Meglin (805) 646-5533

   534
                         IMPROVED SALE COMPARABLE NO. 5



                                      
     Name:                               Carson Oaks (now called Merrill Gardens at Carson Oaks)

     Location:                           6725 Inglewood Avenue, Stockton, CA

     Assessor's Parcel No.:              081-260-053 (San Joaquin County)

     Sale Date:                          7/27/94 (Doc. No. 87023)

     Sale Price:                         $4,200,000

     No. of Units:                       76 Units

     Age:                                1989

     % Private Pay:                      100%

     Size (GBA):                         62,733 Square Feet

     Average Unit Size (GBA/Unit):       612 Square Feet (average unit)

     Sale Price/Unit:                    $55,263

     Sale Price/SF:                      $66.95

     Occupancy Rate:                     95%

     Gross Operating Income:             $1,301,712

     Expenses:                           $781,027

     Net Operating Income:               $520,685

     % Expenses:                         60%

     G.I.M.:                             3.23

     O.A.R.:                             12.4%

     N.O.I./Unit:                        $6,851

     Grantor:                            Tuolumne Commons, Limited Partner

     Grantee:                            Merrill Associates, Limited Partner

     Terms:                              All Cash to Seller

     Comments:                           Newer facility with large number of one bedroom with full kitchens in an
                                         affluent neighborhood; not licensed for assisted living.

     Confirmation:                       Lee Haris (415) 391-9220

   535
                         IMPROVED SALE COMPARABLE NO. 6



                                      
     Name:                               Park Ridge (now called Merrill Gardens)

     Location:                           2261 Tuolumne Street, Vallejo, CA

     Assessor's Parcel No.:              0052-330-008 (Solano County)

     Sale Date:                          7/27/94 (Doc. No. 69837)

     Sale Price:                         $5,785,000

     No. of Units:                       93 ACLF; 14 Beds (Licensed AL)

     Age:                                1991

     % Private Pay:                      100%

     Size (GBA):                         84,989 Square Feet

     Average Unit Size (GBA/Unit):       654 Square Feet

     Sale Price/Unit:                    $62,204

     Sale Price/SF:                      $68.10

     Occupancy Rate:                     Project stabilized at 90%; at sale date 55%

     Gross Operating Income:             $1,632,150

     Expenses:                           $979,290

     Net Operating Income:               $652,860

     % Expenses:                         60%

     G.I.M.:                             3.54

     O.A.R.:                             11.3%

     N.O.I./Unit:                        $7,020

     Grantor:                            Tuolumne Commons, Limited Partner

     Grantee:                            Merrill Associates, Limited Partner

     Terms:                              All Cash to Seller

     Comments:                           Modern congregate/assisted living with 15 studios, 59 - 1 bedrooms and 19
                                         - 2 bedrooms; located in residential area and bounded by Sutter Solano
                                         Medical Center and Crestwood Convalescent Hospital.

     Confirmation:                       Lee Haris (415) 391-9220

   536
                 WESTERN US ACLF/AL SENIOR HOUSING SALES SUMMARY
                                 LAST 24 MONTHS



                                                                            Gross      Expense              Sale
                                                                             Inc.       Ratio               Price
No.       Facility Name             Location              Age     Units    $/Unit/Mo     (%)     Date       (000)    
- ---   ----------------------    -----------------        -----    -----    ---------   -------   ----      -------   

                                                                                          
  1.  The Highlander            Seattle, WA               1979     121      $1,066      55.0%     6/93     $ 5,200   

  2.  Almond Avenue             Orangevale, CA            1987      39      $1,598      65.2%     7/93     $ 2,100   

  3.  Summerfield               Tigard, OR                1980     155      $1,100      60.0%     8/93     $ 6,550   

  4.  Renton Villa              Renton, WA                1983      78      $1,366      66.7%     8/93     $ 3,000   

  5.  Sherwood Villa            Tacoma, WA                1981      98      $1,328      69.0%     8/93     $ 2,800   

  6.  Celeste Villa             Modesto, CA               1975      81      $1,080      72.5%    10/93     $ 1,900   

  7.  Springs of Napa           Napa, CA                  1986     102      $1,332      55.0%    11/93     $ 6,300   

  8.  Summerhill                Puyallup, WA              1987      96      $1,241      59.4%     2/94     $ 5,500   

  9.  Chula Vista Inn           Chula Vista, CA           1975     112      $1,034      75.0%     6/94     $ 2,675   

 10.  Villa San Marcos          San Marcos, CA            1986     100      $1,191      65.0%     6/94     $ 3,951   

 11.  Camlu                     Phoenix, AZ               1979      88      $1,153      65.0%     6/94     $ 3,800   

 12.  Gold Star Manor           Fullerton, CA             1985      80      $1,146      70.0%     6/94     $ 2,880   

 13.  Hacienda de Monterey      Palm Desert, CA           1989     180      $1,813      65.8%     7/94     $ 7,250   

 14.  Park Ridge                Vallejo, CA               1991      93      $1,632      60.0%     7/94     $ 5,785   

 15.  Carson Oaks               Stockton, CA              1989      76      $1,462      60.0%     7/94     $ 4,200   

 16.  Villa Ocotillo            Scottsdale, AZ            1973     102      $1,242      60.0%     9/94     $ 3,500   

 17.  Lomita Lodge              Ojai, CA                  1970      26      $1,999      75.0%    12/94     $ 1,350   

 18.  Brea Residential          Brea, CA                  1990      98      $1,377      67.0%     1/95     $ 4,800   

 19.  Whittier Retirement       Whittier, CA              1973      72      $1,187      67.0%     1/95     $ 2,875   

 20.  Canyon Hills Club         Anaheim, CA               1989     212      $1,661      67.1%     2/95     $13,450   

 21.  Casa Sandoval             Hayward, CA               1989     238      $1,346      65.0%     2/95     $15,000   

 22.  Valley Crest              Apple Valley, CA          1985      37      $1,600      65.0%     2/95     $ 2,200   

 23.  Amaryllis Court           Anaheim, CA               1969      33      $1,391      75.0%     3/95     $ 1,150   

 24.  Fulton Villa              Stockton, CA              1973      76      $  763      72.1%     3/95     $ 1,450   

 25.  Oak Tree Villa            Scotts Valley, CA         1988     202      $1,399      56.8%     6/95     $11,900   


      Low                                                 1969      26      $  763      55.0%              $ 1,150   

      High                                                1991     238      $1,999      75.0%              $15,000   

      Low  (minus 2 lowest)                               1973      37      $1,066      56.8%              $ 1,450   

      High (minus 2 highest)                              1982     104      $1,340      65.3%              $11,900   

      Average:                                            1983     110      $1,330      64.9%              $ 4,863   




No.       Facility Name           $/Unit        OAR         $/SF      GIM          
- ---   ----------------------     --------    ---------    --------    ---          
                                                                                   
                                                                       
  1.  The Highlander              $41,322       13.4%        $52.73    3.36        
                                                                                   
  2.  Almond Avenue               $53,864       12.4%        $57.00    2.81        
                                                                                   
  3.  Summerfield                 $42,532       13.2%        $80.84    3.20        
                                                                                   
  4.  Renton Villa                $38,462       14.2%        $46.51    2.35        
                                                                                   
  5.  Sherwood Villa              $28,571       17.3%        $45.67    1.79        
                                                                                   
  6.  Celeste Villa               $23,457       13.7%        $32.75    1.81        
                                                                                   
  7.  Springs of Napa             $61,765       11.7%        $69.23    3.86        
                                                                                   
  8.  Summerhill                  $57,292       10.5%        $62.74    4.40        
                                                                                   
  9.  Chula Vista Inn             $23,884       13.0%        $41.10    1.92        
                                                                                   
 10.  Villa San Marcos            $39,510       12.7%        $73.17    2.76        
                                                                                   
 11.  Camlu                       $43,182       11.2%        $83.66    3.12        
                                                                                   
 12.  Gold Star Manor             $36,000       11.5%       $128.34    2.62        
                                                                                   
 13.  Hacienda de Monterey        $40,278       18.5%        $41.36    1.85        
                                                                                   
 14.  Park Ridge                  $62,204       11.3%        $68.10    3.54        
                                                                                   
 15.  Carson Oaks                 $55,263       12.4%        $66.95    3.23        
                                                                                   
 16.  Villa Ocotillo              $34,314       14.9%        $43.34    2.30        
                                                                                   
 17.  Lomita Lodge                $51,923       12.2%       $135.00    2.06        
                                                                                   
 18.  Brea Residential            $48,980       11.1%        $84.24    2.96        
                                                                                   
 19.  Whittier Retirement         $39,937       11.8%        $75.16    2.80        
                                                                                   
 20.  Canyon Hills Club           $63,443       10.3%        $65.92    3.18        
                                                                                   
 21.  Casa Sandoval               $63,025        9.0%        $69.23    3.90        
                                                                                   
 22.  Valley Crest                $59,459       11.3%       $118.71    3.10        
                                                                                   
 23.  Amaryllis Court             $34,848       11.0%        $71.72    2.09        
                                                                                   
 24.  Fulton Villa                $19,079       11.5%        $25.29    2.08        
                                                                                   
 25.  Oak Tree Villa              $58,911       12.3%        $69.18    3.51        
                                                                                   
                                                                                   
      Low                         $19,079        9.0%       $32.75      1.79       
                                                                                   
      High                        $63,443       18.5%      $135.00      4.40       
                                                                                   
      Low  (minus 2 lowest)       $23,884       10.5%       $41.36      1.85       
                                                                                   
      High (minus 2 highest)      $62,204       14.9%      $118.71      3.86       
                                                                                   
      Average:                    $44,860       12.5%       $68.72      2.82       



                                
   537
                              MONTEGO HEIGHTS LODGE
                               SATURATION ANALYSIS



                                                                  Saturation Rate (1)               
                                                        -----------------------------------         Subject
                                                          w/o Subject            w/Subject            Only
                                      # H.H. (2)        (1,779 Beds)(3)        (1,971 Beds)        (192 Beds)
                                      ----------        ---------------        ------------        ----------
                                                                                       
1995 ESTIMATE

75+, $15,000 Income                    7,045                25.3%                 28.0%               2.7%


2000 PROJECTION

75+, $15,000 Income                    7,986                22.3%                 24.7%               2.4%



NOTES:

(1)   Market saturation rates represent the percentage of total market demand
      which is necessary to absorb a) existing or proposed units not including
      the subject, and b) existing or proposed units including the subject.

(2)   Number of income and age qualifying senior households within 5-mile radius
      of site per Urban Decision Systems.

(3)   Number of competitive units estimated at 100% of Comparable Nos. 1 to 7,
      50% of Comparable Nos. 8 to 11 and 300 units at The Waterford (senior
      congregate condominiums).

(4)   Evaluation of saturation rates:



       Saturation               Evaluation of
          Rate                Market Environment
       ----------             ------------------
                           
        0% - 10%              Lightly Competitive
       10% - 20%              Moderately Competitive
       20% - 30%              Heavily Competitive
          30%+                Extremely Competitive

   538
                            ARVP II VALUATION SUMMARY



                                  Previous Draft
                                  Reported Values     Revised Values (1)
                                  ---------------     ------------------
                                                
Montego Heights                     $ 8,675,000          $ 8,825,000

Valley View                         $ 9,850,000          $10,375,000

Retirement Inn - Fullerton          $ 2,350,000          $ 2,350,000

Retirement Inn - Daly City          $ 2,875,000          $ 3,025,000
                                    -----------          -----------

Total                               $23,750,000          $24,575,000
                                    ===========          ===========



(1)   Based on discussions with Stanger and additional information.
   539
                        VACANT LAND SALE COMPARABLE NO. 1


                                    
         Location:                     San Miguel and Newell Road
                                       Walnut Creek, CA

         Assessor's Parcel No.:        180-010-029 (Contra Costa County)

         Sale Date:                    Listing

         Document No.:                 N/A

         Sale Price:                   $430,000

         Size:                         33,106 Square Feet (0.76 Acres)

         Sale Price/SF:                $12.99

         Topography:                   Level

         Shape:                        Rectangular

         Proposed Use/Density:         6 townhomes

         Sale Price Per Unit:          $71,667

         Zoning:

         Grantor:

         Grantee:

         Terms:                        N/A

         Comments:

   540
                        VACANT LAND SALE COMPARABLE NO. 5


                                    
         Location:                     Tice Valley Boulevard, Northwest of
                                       Rossmoor Parkway Walnut Creek, CA

         Assessor's Parcel No.:        189-130-019-4 (Contra Costa County)

         Sale Date:                    12/2/94

         Document No.:                 287278

         Sale Price:                   $1,781,500

         Size:                         185,130 Square Feet (4.25 Acres)

         List Price/SF:                $9.62

         Topography:                   Flat to Slightly Sloping

         Shape:                        Irregular

         Proposed Use/Density:         2 duplexes and 7 triplexes

         List Price Per Unit:          $71,260 @ 25 units

         Zoning:                       PD-1829

         Grantor:                      Manor Healthcare Corp.

         Grantee:                      UDC Homes, Inc.

         Terms:                        All Cash to Seller

         Comments:                     This transaction was a direct exchange.

   541
                        VACANT LAND SALE COMPARABLE NO. 6


                                    
         Location:                     Tice Valley Boulevard, Southwest of
                                       Rossmoor Parkway Walnut Creek, CA

         Assessor's Parcel No.:        189-130-019-4 (Contra Costa County)

         Sale Date:                    12/2/94

         Document No.:                 287282

         Sale Price:                   $1,781,500

         Size:                         217,800 Square Feet (5.0 Acres)

         Sale Price/SF:                $8.18

         Topography:                   Sloping

         Shape:                        Irregular

         Proposed Use/Density:         120 bed nursing home

         Zoning:                       PD

         Grantor:                      UDC Homes, Inc.

         Grantee:                      Manor Health Care Corp.

         Terms:                        All Cash to Seller

         Comments:                     Site has 451 feet of frontage along
                                       Rossmoor Parkway and 406 feet of frontage
                                       along Tice Valley Boulevard.

   542


                                                         Proposed   
                                                          Density - 
       No.   Location/APN                  Zoning        Units/Acre 
       ---   ------------                  ------        ---------- 
                                                                    
                                                    
       1.    1836 San Miguel Drive           C-O             7.9    
             Walnut Creek                                           
             180-010-029                                            
                                                                    
       2.    123 Brodia Way                  R-4             N/A    
             Walnut Creek                                           
             140-170-006-5                                          
                                                                    
       3.    Tice Creek Drive,             PD-1829           5.9    
              NW of Golden Rain Road                                
             Walnut Creek                                           
             189-130-017-8                                          
                                                                    
       4.    Tice Valley Boulevard,          PD              N/A    
              SW of Rossmoor Parkway                                
             Walnut Creek                                           
             189-130-019-4 (Portion)                                
                                                                    
       S.    1228 Rossmoor Parkway           PD             35.2    
             Walnut Creek                                           
             189-040-045                                            

   543
                               SUBJECT PHOTOGRAPHS

                     Main Entry Lobby, Open to Second Floor