1
                                                                    Exhibit 10.5

                    AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Amendment to Purchase and Sale Agreement ("Amendment") amends that certain
Purchase and Sale Agreement (the "Agreement") by and between TH Group, Inc., a
California corporation ("Seller"), and ARV Assisted Living, Inc., a California
corporation ("Buyer), dated as of February 12, 1998. All capitalized terms not
defined herein shall have the same definition as in the Agreement.

4.   Section 2.3 of the Agreement is hereby amended to state as follows: "The
     Closing shall occur (and Escrow shall close) on or before April 16, 1998
     (the "Closing Date")."

5.   This Amendment may be executed in counterparts, each of which shall be
     deemed an original, but all of which, taken together, shall constitute one
     and the same instrument.

6.   Except as amended herein, the Agreement shall remain in full force and
     effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of this 2nd day
of March, 1998.

"SELLER"                    TH Group, Inc.,
                            a California corporation

                            By:  /s/ Richard B. Stein
                                 ----------------------------------------
                            Name: Richard B. Stein
                                 ----------------------------------------
                            Its: President
                                 ----------------------------------------




"BUYER":                    ARV Assisted Living, Inc.
                            a California corporation


                            By: /s/ Sheila M. Muldoon
                                ----------------------------------------
                                Sheila M. Muldoon, Vice President



                                       20