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                              COMMONWEALTH OF VIRGINIA
                            STATE CORPORATION COMMISSION

                                   August 14, 1997


The State Corporation Commission has found the accompanying articles submitted
on behalf of

ILM II SENIOR LIVING, INC.
  (FORMERLY PAINEWEBBER INDEPENDENT LIVING MORTGAGE INC. II)

to comply with the requirements of law, and confirms payment of all related
fees.

Therefore, it is ORDERED that this

CERTIFICATE OF AMENDMENT

be issued and admitted to record with the articles of amendment in the Office
of the Clerk of the Commission, effective August 14, 1997 at 09:46 AM.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.



                                STATE CORPORATION COMMISSION

                                By: /s/ T.V. Morrison, Jr.
                                    --------------------------------
                                    Commissioner


AMENACPT
CIS20436
97-08-13-0069
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                            COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION
                            CLERK OF THE COMMISSION
                        P.O. BOX 1197, 1220 BANK STREET
                               RICHMOND, VA 23209

                            ARTICLES OF AMENDMENT OF

                PaineWebber Independent Living Mortgage II, Inc.

                                      ONE

        The name of the corporation is PaineWebber Independent Living Mortgage
        II, Inc.

                                      TWO

        The name of the corporation shall be changed to ILM II SENIOR LIVING,
        INC.

                                     THREE

        The foregoing amendment was adopted on July 31, 1997.

                                      FOUR

        The amendment was adopted by the board of directors without shareholder
action. Shareholder action was not required.

        The undersigned Secretary declares that the facts herein stated are
true as of 8/12/97.

                PaineWebber Independent Living Mortgage II, Inc.

            By: /s/ Jeffry P. Dwyer
                ------------------------------------------------
                           Jeffry P. Dwyer, Secretary


                                      NOTE

The law requires that the articles be typewritten or printed in black. White,
opaque paper 8-1/2" by 11" in size must be used. A minimum of 1" margin must be
provided on the left, top and bottom margins and 1/2" on the right margin. Use
only one side of a page. A manually signed photocopy may be filled; a
photocopies signature is unacceptable.

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