A Self-Contained Real Estate
                          Appraisal Report of


        A Proposed 21 Unit Assisted Care Facility, Resident Manager's
            Apartment and 4 Efficiency Assisted Care Units all
              Located on the South Side of Cooper Lake Road
             Just East of the Intersection with Orion Drive
                    Within the Corporate Limits of
                Bastrop, Morehouse Parish, Louisiana



                                  For

                         MMR Investment Bank
                        Post Office Box 781440
                      Witchita, Kansas 67278-1440


                                As Of

                         September 20, 1998



                            Prepared by
                       Robert M. McSherry, MAI
      Louisiana State Certified General Real Estate Appraiser No. G0891
                          3760 Chelsea Drive
                     Baton Rouge, Louisiana 70809






                      A Self-Contained Real Estate
                          Appraisal Report of


        A Proposed 21 Unit Assisted Care Facility, Resident Manager's
            Apartment and 4 Efficiency Assisted Care Units all
              Located on the South Side of Cooper Lake Road
             Just East of the Intersection with Orion Drive
                    Within the Corporate Limits of
                Bastrop, Morehouse Parish, Louisiana



                                  For

                        Colonial Trust Company
                        5336 North 19th Avenue
                        Phoenix, Arizona 85015


                                As Of

                         September 20, 1998



                            Prepared by
                       Robert M. McSherry, MAI
      Louisiana State Certified General Real Estate Appraiser No. G0891
                          3760 Chelsea Drive
                     Baton Rouge, Louisiana 70809


                                                      Robert M. McSherry, MAI



                      A Self-Contained Real Estate
                          Appraisal Report of


       A Proposed 21 Unit Assisted Care Facility, Resident Manager's
            Apartment and 4 Efficiency Assisted Care Units all
              Located on the South Side of Cooper Lake Road
             Just East of the Intersection with Orion Drive
                     Within the Corporate Limits of
                 Bastrop, Morehouse Parish, Louisiana



                                   For
 
                       Church Loans and Investments
                             5305 I-40 West
                          Post Office Box 8203
                       Amarillo, Texas 79114-8203

                                  As Of
                          September 20, 1998

                              Prepared by
                        Robert M. McSherry, MAI
      Louisiana State Certified General Real Estate Appraiser No. G0891
                         3760 Chelsea Drive
                   Baton Rouge, Louisiana 70809



                                                      Robert M. McSherry, MAI



ROBERT M. MC SHERRY, MAI
                                                  3760 Chelsea Drive
                                                  Baton Rouge, Louisiana 70809

Phone (504)924-8093



September 20, 1998


MMR Investment Bank
Post Office Box 781440
Witchita, Kansas 67278-1440

RE:  A proposed 21 unit assisted care facility, resident manager's apartment 
     and 4 efficiency assisted care units all located on the south side of 
     Cooper Lake Road just east of the Intersection with Orion Drive within 
     the corporate limits of Bastrop, Morehouse Parish, Louisiana.

Dear Sir:

In accordance with your request to provide an estimate of the Estimated 
Market Value of Fee Simple Interest of the Going Concern of the property 
identified as a proposed 21 unit Assisted Care Facility, Resident Manager's 
Apartment and 4 Efficiency Assisted Care Units all located within the 
corporate limits of Bastrop, Morehouse Parish, Louisiana, we have personally 
inspected the subject site and reviewed the submitted plans and specifications
for the proposed improvements and conducted a thorough review and analysis 
of all matters pertinent for the Estimate of Market Value herein contained.

Market Value as defined by the Department of the Treasury, Office of 
the Comptroller of the Currency, August 24, 1990, is, "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, 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:

a.  buyer and seller are typically motivated;
b.  both parties are well informed or well advised, and each acting in 
    what he considers his own best interest;
c.  a reasonable time is allowed for exposure in the open market;


                                                      Robert M. McSherry, MAI



ROBERT M. MC SHERRY, MAI
                                                  3760 Chelsea Drive
                                                  Baton Rouge, Louisiana 70809

Phone (504)924-8093



September 20, 1998


Colonial Trust Company
5336 North 19th Avenue
Phoenix, Arizona 85015

RE:  A proposed 21 unit assisted care facility, resident manager's apartment 
     and 4 efficiency assisted care units all located on the south side of 
     Cooper Lake Road just east of the Intersection with Orion Drive within 
     the corporate limits of Bastrop, Morehouse Parish, Louisiana.

Dear Sir:

In accordance with your request to provide an estimate of the Estimated 
Market Value of Fee Simple Interest of the Going Concern of the property 
identified as a proposed 21 unit Assisted Care Facility, Resident Manager's 
Apartment and 4 Efficiency Assisted Care Units all located within the 
corporate limits of Bastrop, Morehouse Parish, Louisiana, we have personally 
inspected the subject site and reviewed the submitted plans and specifications
for the proposed improvements and conducted a thorough review and analysis 
of all matters pertinent for the Estimate of Market Value herein contained.

Market Value as defined by the Department of the Treasury, Office of 
the Comptroller of the Currency, August 24, 1990, is, "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, 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:

a.  buyer and seller are typically motivated;
b.  both parties are well informed or well advised, and each acting in 
    what he considers his own best interest;
c.  a reasonable time is allowed for exposure in the open market;


                                                      Robert M. McSherry, MAI



ROBERT M. MC SHERRY, MAI
                                                  3760 Chelsea Drive
                                                  Baton Rouge, Louisiana 70809

Phone (504)924-8093



September 20, 1998


Church Loans and Investments
5305 I-40 West
Post Office Box 8203
Amarillo, Texas 79114-8203

RE:  A proposed 21 unit assisted care facility, resident manager's apartment 
     and 4 efficiency assisted care units all located on the south side of 
     Cooper Lake Road just east of the Intersection with Orion Drive within 
     the corporate limits of Bastrop, Morehouse Parish, Louisiana.

Dear Sir:

In accordance with your request to provide an estimate of the Estimated 
Market Value of Fee Simple Interest of the Going Concern of the property 
identified as a proposed 21 unit Assisted Care Facility, Resident Manager's 
Apartment and 4 Efficiency Assisted Care Units all located within the 
corporate limits of Bastrop, Morehouse Parish, Louisiana, we have personally 
inspected the subject site and reviewed the submitted plans and specifications
for the proposed improvements and conducted a thorough review and analysis 
of all matters pertinent for the Estimate of Market Value herein contained

Market Value as defined by the Department of the Treasury, Office of 
the Comptroller of the Currency, August 24, 1990, is, "The most probable 
price which a property should bring in 2 competitive and open market under 
all conditions requisite to a fair sale, the buyer and seller, each acting 
prudently, 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:

a.  buyer and seller are typically motivated;
b.  both parties are well informed or well advised, and each acting in 
    what he considers his own best interest;
c.  a reasonable time is allowed for exposure in the open market;
d.  payment is made in terms of cash in U.S. dollars or in terms of financial
    arrangements comparable thereto; and

                                                      Robert M. McSherry, MAI



Page Two


e.  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.

Fee Simple Interest is defined by the Appraisal Institute as being, "a 
fee without limitations to any particular class of heirs or restrictions 
but subject to the limitations of eminent domain, escheat, police power 
and taxation. An inheritable estate"

Going Concern Value is "the value created by a proven property operation." 
It includes the incremental value associated with the business concern, 
which is distinct from the value of the real estate only.  Going concern 
value includes an intangible enhancement of the value of an operating 
business enterprise which is produced by the assemblage of the land, building,
labor, equipment, and marketing operation.  This process creates an
economically viable business that is expected to continue.  Going concern
value refers to the total value of a property, including both real property
and intangible personal property attributed to business value.  Special
purpose properties such as the subject are appropriate for only one use or
for a very limited number of uses.  The highest and best use of a special
purpose property as improved, is probably the continuation of its current use,
if that use remains viable.  Therefore, in the case of special purpose
properties a going concern value is considered appropriate.

In this instance the subject property has an excellent location within 
a viable market.  As long as quality management is maintained, it's Market 
Value would be the same as it's Going Concern Value.

Included is our appraisal report which contains the various exhibits 
and data utilized in arriving at the herein contained estimate of Market 
Value for the subject property.

It is our opinion that the property herein identified as the proposed 
21 Unit Assisted Care Facility, Resident Manager's Apartment and 4 Efficiency 
Assisted Care Units all located on the south side of Cooper Lake Road 
within the corporate limits of Bastrop, Morehouse Parish, Louisiana, was 
estimated to have a Market Value based on Stabilized Net Operating Income, 
as of September 20, 1998, of:

                  TWO MILLION ONE HUNDRED THOUSAND DOLLARS
                             ($2,100,000.00)

                                                      Robert M. McSherry, MAI


Page Three


Allocated:

         LAND:                              $   50,000.00
         IMPROVEMENTS:                      $1,975,000.00
         FURNITURE, FIXTURES & EQUIPMENT:   $   75,000.00
         GOODWILL OF GOING CONCERN                 -0-

The "As Is" Value of the property, derived by the utilization of the 
Discounted Cash Flow Methodology, is estimated to be, as of September 
20, 1998, but subject to completion of the property in accordance with 
submitted plans and specifications within a reasonable period of time, 
of:

                  TWO MILLION FORTY THOUSAND DOLLARS
                           ($2,040,000.00)

The subject property is proposed at the present time and this appraiser 
has been provided plans and specifications for the property.  The herein 
contained Estimate of Market Value is conditioned upon the completion 
of the improvements in accordance with the plans and specifications utilizing 
quality materials and workmanship within a reasonable period of time. 
 A final inspection by this appraiser will be required to ascertain the 
assumptions utilized in preparing this appraisal report have been fulfilled.

This appraisal report was prepared in accordance with and compliance 
of the Uniform Standards of Professional Appraisal Practice promulgated 
by the Appraisal Foundation and the Guide Notes to the Standards of
Professional Practice adopted by the Appraisal Institute.  These standards
contain binding requirements and specific guidelines that deal with the
procedures to be followed in developing an appraisal, analysis, or opinion.
These uniform standards also set the requirements to communicate the
appraiser's analysis, opinions, and conclusions in a manner that will be
meaningful and not misleading in the marketplace, accordingly, the Departure
Provision does not apply.



                                                      Robert M. McSherry, MAI



Page Four


If we may be of further service to you in regard to this property or 
in any other manner, please do not hesitate to contact us at your earliest
convenience.

Respectfully submitted,

/S/ROBERT M MCSHERRY

Robert M. Mc Sherry, MAI
Louisiana State Certified General
Real Estate Appraiser No. G0891


                                                      Robert M. McSherry, MAI



                            EXECUTIVE SUMMARY


Location:                      South side of Cooper Lake Road just east of
                               Orion Drive within the Corporate Limits
                               of Bastrop, Morehouse Parish, Louisiana


Interest Appraised:            Fee Simple Interest

Site:                          3.35 Acres or 145,926 Square Feet, more or
                               less

Building Description:          The property will include twenty-one (21)
                               assisted care living units, a resident
                               manager's apartment and 4 efficiency assisted
                               care units all located within a single,
                               T-shaped building.  The common area amenities
                               including a full service kitchen, a dining
                               area, activities area, office/reception area,
                               adequate bathrooms which would be fully
                               equipped to satisfy the needs of the residents
                               of the assisted care facilities as well as
                               storage areas and other required additions to
                               render the subject property a functional
                               assisted care facility catering to those
                               requiring assisted care.

                               Construction characteristics include a
                               reinforced poured concrete foundation, wood
                               framing, with a combination of brick veneer
                               and vinyl siding exterior walls with the roof
                               being of composition shingles.  Although the
                               property is proposed at the present time, this
                               appraiser is aware of a similar property which
                               has been constructed by the owners of the
                               subject and our physical inspection of this
                               existing complex has been utilized in
                               conjunction with the submitted plans and
                               specifications.

                               The property is considered to be a most
                               functional assisted living facility and is
                               considered a most attractive property and
                               should be well accepted by the local market.
 
                                                      Robert M. McSherry, MAI



Highest and Best Use:          Assisted care facility
                               including all required amenities.

Cost Approach to Value         $2,140,000.00

Market Approach to Value       $2,150,000.00

Income Approach to Value:
  Stabilized Net Income:       $2,100,000.00
  Discounted Cash Flow Value:  $2,040,000.00

Final Value Estimate:
  Stabilized Net Income:       $2,100,000.00
  "As Is" Value:               $2,040,000.00

Allocated:

     Land                      $   50,000.00
     Improvements              $1,975,000.00
     Furniture, Fixtures
      and Equipment            $   75,000.00
     Goodwill of Going
      Concern                         -0-

                                                      Robert M. McSherry, MAI



                        IDENTIFICATION OF THE PROPERTY
The property being inspected, analyzed and for which the Market Value 
Estimate of the Fee Simple Interest of the Going Concern is applicable 
is a 3.35 acre tract of land which will be basically rectangular in shape 
and having approximately 475 feet of frontage along the south side of 
Cooper Lake Road, a depth of 307 feet and is located within the corporate 
limits of Bastrop, Morehouse Parish, Louisiana.  The subject site is a 
portion of a larger tract of land which is to be purchased from Woodrow 
Wilson by Bittmore, LLC for a verified consideration of $100,000.00 for 
this total 6.70 acre tract of land.  The total tract of land of which 
the subject property will constitute one-half is as follows:

     "All of that portion of Section 19, 20, 29 and 30, Township 21 North,
     Range 6 East, Morehouse Parish, Louisiana beginning at Cooper Lake Road 
     and the back of Lots 1-3, 6-13 and 15-18 of the Space Estates Number 5 
     per plat found in Plat Book 6, Page 13 of the Records of Morehouse
     Parish, Louisiana.

The total property contains 6.7 acres of gross land area, more or less.

As noted, the subject property will constitute one-half of the above 
described tract of land with a complete metes and bounds survey and complete 
legal description to be provided this appraiser as a condition of this 
appraisal report.


                                                      Robert M. McSherry, MAI


                          PURPOSE OF THE APPRAISAL

The purpose of this report is to communicate, in a narrative format, 
the data and reasoning that the appraisers have utilized to form the herein 
contained estimate of Market Value of the Fee Simple Interest of the Going 
Concern for the property identified as a proposed 21 assisted care facility 
and 4 efficiency assisted care units all located on the south side of 
Cooper Lake Road, Bastrop, Louisiana.

                         OBJECTIVE OF THE APPRAISAL

The objective and function of this appraisal report is to provide an 
estimate of the Market Value of the Fee Simple Interest of the Going Concern 
of the property for use by MMR Investment Bank in order to provide long 
term financing of the subject property for the Biltmore Group, L.L.C.

The Subject property was personally inspected by this appraiser both 
before and after the date of this appraisal and the submitted plans and 
specifications reviewed.  As the property is proposed construction, a 
final inspection of the property will be required by the appraiser to 
ascertain the assumptions utilized within this appraisal report have been 
fulfilled and this appraisal is also conditioned upon being completed 
in accordance with the plans and specifications utilizing quality materials 
and workmanship throughout.  Other additional conditions are contained 
in an additional section of this report.

                                                      Robert M. McSherry, MAI


                        PURPOSE OF THE APPRAISAL

The purpose of this report is to communicate, in a narrative format, 
the data and reasoning that the appraisers have utilized to form the herein 
contained estimate of Market Value of the Fee Simple Interest of the Going 
Concern for the property identified as a proposed 21 assisted care facility 
and 4 efficiency assisted care units all located on the south side of 
Cooper Lake Road, Bastrop, Louisiana.

                       OBJECTIVE OF THE APPRAISAL

The objective and function of this appraisal report is to provide an 
estimate of the Market Value of the Fee Simple Interest of the Going Concern 
of the property for use by Colonial Trust Company in order to provide 
long term financing of the subject property for the Biltmore Group, L.L.C.

The Subject property was personally inspected by this appraiser both
before and after the date of this appraisal and the submitted plans and 
specifications reviewed.  As the property is proposed construction, a 
final inspection of the property will be required by the appraiser to 
ascertain the assumptions utilized within this appraisal report have been 
fulfilled and this appraisal is also conditioned upon being completed 
in accordance with the plans and specifications utilizing quality materials 
and workmanship throughout.  Other additional conditions are contained 
in an additional section of this report.
 
                                                      Robert M. McSherry, MAI


                        PURPOSE OF THE APPRAISAL

The purpose of this report is to communicate, in a narrative format, 
the data and reasoning that the appraisers have utilized to form the herein 
contained estimate of Market Value of the Fee Simple Interest of the Going 
Concern for the property identified as a proposed 21 assisted care facility 
and 4 efficiency assisted care units all located on the south side of 
Cooper Lake Road, Bastrop, Louisiana.

                      OBJECTIVE OF THE APPRAISAL

The objective and function of this appraisal report is to provide an 
estimate of the Market Value of the Fee Simple Interest of the Going Concern 
of the property for use by Church Loans and Investments in order to provide 
long term financing of the subject property for the Biltmore Group, L.L.C.

The Subject property was personally inspected by this appraiser both
before and after the date of this appraisal and the submitted plans and 
specifications reviewed.  As the property is proposed construction, a 
final inspection of the property will be required by the appraiser to 
ascertain the assumptions utilized within this appraisal report have been 
fulfilled and this appraisal is also conditioned upon being completed 
in accordance with the plans and specifications utilizing quality materials 
and workmanship throughout.  Other additional conditions are contained 
in an additional section of this report.

                                                      Robert M. McSherry, MAI


                          DATE OF THE APPRAISAL
The effective date of this appraisal is September 20, 1998.  The subject 
site was personally inspected by this appraiser both before and after 
this date and the submitted plans and specifications for the proposed 
improvements were also reviewed by the appraiser prior to the date of 
the appraisal.

                                                      Robert M. McSherry, MAI


                      DEFINITION OF SIGNIFICANT TERMS

Market Value, as defined by the Department of the Treasury, Office of 
the Comptroller of the Currency, August 24, 1990, is, "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, 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 data and the passing of title from seller to buyer under 
conditions whereby:

a.  buyer and seller are typically motivated;

b.  both parties are well informed or well advised, and each acting in 
    what he considers his own best interest;

c.  a reasonable time is allowed for exposure in the open market;

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

e.  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.

Fee Simple Interest is defined by the Appraisal Institute as being, "a 
fee without limitations to any particular class of heirs or restrictions 
but subject to the limitations of eminent domain, escheat, police power 
and taxation.  An inheritable estate".

Going Concern Value is "the value created by a proven property operation." 
It includes the incremental value associated with the business concern, 
which is distinct from the value of the real estate only.  Going concern 
value includes an
                                                      Robert M. McSherry, MAI


intangible enhancement of the value of an operating business enterprise 
which is produced by the assemblage of the land, building, labor, equipment, 
and marketing operation.  This process creates an economically viable 
business that is expected to continue.  Going concern value refers to 
the total value of a property, including both real property and intangible 
personal property attributed to business value, Special purpose properties 
such as the subject are appropriate for only one use or for a very limited 
number of uses.  The highest and best use of a special purpose property 
as improved, is probably the continuation of its current use, if that 
use remains viable.  Therefore, in the case of special purpose properties 
a going concern value is considered appropriate.

                                                      Robert M. McSherry, MAI


                      PROPERTY RIGHTS APPRAISED

This assignment concerns the appraisal of the Fee Simple Interest with 
Fee Simple Interest defined in Real Estate Appraisal Terminology as being, 
"a fee without limitations to any particular class of heirs or restrictions 
but subject to the limitations of eminent domain, escheat, police power 
and taxation.  An inheritable estate".

              STATEMENT OF OWNERSHIP AND RECENT HISTORY
 
The larger tract from which the subject property will be partitioned 
is under the ownership of Woodrow Wilson and has been under this ownership 
for a period in excess of five (5) years.  The property will be purchased 
by Biltmore, LLC for a total consideration of $100,000.00 for the 6.70 
acre tract which indicates a purchase price of $14,925.00 per acre or 
$.34 per square foot.

The property has been owned by the current owner, Woodrow Wilson, for 
a period in excess of five (5) years and no there are no speculative
transactions affecting the subject property according to the records found
in the Morehouse Parish Clerk of Court's Office.

                                                      Robert M. McSherry, MAI


                    ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal report has been made with the following assumptions and 
limiting conditions:

1.     No responsibility is assumed for the legal description or for matters 
       including legal or title consideration.  Title to the property is
       assumed to be good and marketable unless otherwise stated.

2.     The property is appraised free and clear of any and all liens or
       encumbrances unless otherwise stated.

3.     Responsible ownership and competent property management are assumed.

4.     The information furnished by others is believed to be reliable.  No
       warranty, however, is given for its accuracy.

5.     All engineering is assumed to be correct.  The plot plans and
       illustrative material in this report are included only to assist the
       reader in visualizing the property.

6.     It is assumed that there are no hidden or apparent conditions of the 
       property, subsoil, or structures that render it more or less valuable. 
       No responsibility is assumed for such conditions or for arranging for 
       engineering studies that may be required to discover them.

7.     It is assumed that there is full compliance with all applicable
       federal, state, and local environmental regulations and laws unless
       noncompliance is stated, defined, and considered in the appraisal
       report.

8.     It is assumed that all applicable zoning and use regulations and
       restrictions have been complied with, unless a nonconformity has been
       stated, defined, and considered in the appraisal report.

9.     It is assumed that all required licenses, certificates of occupancy, 
       consents, or other legislative or administrative authority from any
       local, state or national government or private entity or organization
       have been, or can be obtained or renewed for any use on which the
       value estimate contained in this report is based.

                                                      Robert M. McSherry, MAI



10.    It is assumed that the utilization of the land and improvements is 
       within the boundaries or property lines of the property described and 
       that there is no encroachment or trespass unless noted in the report.

11.    The distribution, if any, of the total valuation in this report between
       land and improvements applies only under the stated program of
       utilization.  The separate allocations for land and buildings must not
       be used in conjunction with any other appraisal and are invalid if so
       used.

12.    The appraisers herein, by reason of this appraisal, are not required 
       to give further consultation, testimony, or be in attendance in court 
       with reference to the property in question unless arrangements have
       been previously made.

13.    Possession of this report, or a copy thereof, does not carry with 
       it the right of publication.  It may not be used for any purpose by any
       person other than the party to whom it is addressed without the written 
       consent of the appraisers, and in any event only with proper written
       qualification and only in its entirety.

14.    Neither all nor any part of the contents of this report (especially 
       any conclusions as to value, the identity of the appraisers, or the
       firm with which the appraisers are connected) shall be disseminated
       to the public through advertising, public relations, new, sales, or
       other media without the prior written consent and approval of the
       appraisers.

15.    The existence of hazardous materials, which may or may not be present 
       on the subject property, was not observed by the appraisers.  The
       appraisers have the knowledge of the existence of such materials
       on or in the subject property.  However, the appraisers are not
       qualified to detect such substances and the presence of potential
       hazardous materials may affect the value of the property.  This value
       estimate contained within this report is predicated on the assumption
       that no such hazardous materials are present on or in the property.
       No responsibility is assumed for any such conditions or for any
       expertise or any knowledge required to discover these items.  This
       should be accomplished by an expert in the field and is a condition of
       this appraisal report.

16.    That the appraiser has personally inspected the subject property 
       and finds no obvious evidence of structural deficiencies, except as
       stated in this report; however, no responsibility for hidden defects
       or conformity to specific governmental requirements, such as the
       Americans with Disabilities (ADA) or fire, building and safety,
       earthquake, or occupancy codes, etc., can be assumed without provision
       of specific professional or governmental inspections.

                                                      Robert M. McSherry, MAI



17.    This property is proposed at the present time and the appraisal is 
       conditioned upon the completion of the subject property in accordance 
       with the submitted plans and specifications utilizing quality
       materials and workmanship throughout.  A final inspection by the
       appraiser would be required in order to ascertain the assumptions
       utilized in arriving at the herein contained Estimate of Market Value
       have been fulfilled.

18.    This appraisal is not based on a requested minimum valuation, a
       specific valuation or the approval of the loan.

                                                      Robert M. McSherry, MAI



                      MOREHOUSE PARISH AND BASTROP CITY DATA

Bastrop is located in the extreme northeastern corner of Louisiana
approximately 124 miles northeast of Shreveport, Louisiana and 129 miles
northwest of Jackson, Mississippi.  The population as of 1993 for the City
of Bastrop was 14,019 while the population of Morehouse Parish was 31,818.

There are 19 local public and private schools that service Bastrop while
Northeast Louisiana University lies within 24 miles of the City.

The local utilities and services include Louisiana Power and Light, natural
gas is supplied by Louisiana Gas Service and water is supplied by Peoples 
Water Company.  There is a local Police Department and Fire Department 
for personal protection.  Local telephone service is provided by South 
Central Bell.

The community enjoys 64 local churches which are either Protestant, Catholic
or Other Denomination.  There are 26 doctors servicing one local hospital.
Highways serving the area are US Highway 165, LA Highway 139 and LA Highway 
2.; local railroads are UP-MP and AL&M, the Bastrop Municipal Local is 
the area airport, the bus service, Trailways and the local waterway is 
the Oauchita River.

There are 3 daily newspapers, 2 local radio stations, one television 
station and cable television is available.

                                                      Robert M. McSherry, MAI


The major employer in the area is International Paper with approximately 
1,100 union employees with Ditto of California-Apparel (800 employees), 
Morehouse Parish School Board (784 employees), Morehouse General Hospital 
(350 employees) with Wal-Mart and the City of Bastrop following with 225 
employees and 180 employees respectively.

                                                      Robert M. McSherry, MAI


                   OVERVIEW OF ASSISTED LIVING INDUSTRY

In anticipation that more elderly Americans will live in assisted living 
homes than nursing homes in the near future, consumer industry groups 
are saying it is time to put some minimum standards into law.  One of 
the most important things for the industry is to try not to admit residents 
it cannot provide quality care for.  Many assisted living homes charge 
additional fees for personal services residents may come to need as they 
grow older.  Some will help residents if they get sick by permitting periodic 
visits from nurses, for example, or providing supervision for people with 
Alzheimer's Disease.

In order to minimize residents need to move, the consumer or trade groups 
say assisted living facilities should be required to offer at least some 
help with the dozen daily activities including meals, using the bathroom, 
taking medication and shopping.  Those facilities which accept people 
with Alzheimer's or other types of dementia would also be required to 
provide 24 hour awake staff and special training for those workers.

Assisted living has become the hottest new housing option for older people
by promising to provide a happy medium between their homes and a full 
nursing home facility.  Industry estimates show that the number of elderly 
Americans living in settings that could be described as assisted living 
has probably doubled from 560,000 in 1990 to as many as 1,000,000 in 1997. 
By early next century, experts predict assisted living homes will care 
for more elderly Americans than nursing homes.

                                                      Robert M. McSherry, MAI


Although numbers are inexact, assisted living facilities ranging from 
luxury apartment buildings to modest group homes provide housing along 
with personal services and some health care.  Residents may be too frail 
to live alone but too healthy to need the 24 hour medical attention of 
nursing homes.  Assisted living can be less expensive than nursing homes. 
A 1997 survey by the National Center for Assisted Living found that 52% 
costs $1,001.00 to $2,000.00 per month and 24% cost less than $1,000.00 
per month.  In contrast, monthly nursing home fees average above $3,000.00.

Assisted living's affordability has attracted the attention of law makers
worried about how the nation will ensure elderly care for the huge baby 
boom generation now middle aged.

Medicaid programs for the poor in 28 states have begun to cover some
assisted living services and the Department of Health and Human Services 
is conducting a fact finding survey.

Unlike nursing homes, assisted living homes are not regulated by the
Federal Government.  Fewer than half of the states require licensing before 
it opens.  That allows for flexibility and partly explains assisted living's 
popularity.

In summary, the assisted living facilities currently expanding throughout
the United States are the most popular and desirable alternative living 
situation for those elderly which require some minimal level of care but 
not the extensive level required by nursing home patients.  As the population 
continues to grow

                                                      Robert M. McSherry, MAI


older but maintain better health, the appeal thus desirability of assisted 
living facilities will continue to be enhanced.

                                                      Robert M. McSherry, MAI


                           SCOPE OF THE APPRAISAL

The appraiser has personally inspected the subject site and conducted 
an in-depth inspection of the neighborhood in which the subject property 
is located observing it's trends of development and characteristics.
Vacant land sales utilized in conjunction with the Cost Approach to Value 
and in determining the estimated Market Value of the subject site, as 
if vacant, and owned in Fee Simple have been inspected by this appraiser 
and a combination of data provided by the Marshall Valuation Service Cost 
Manual and other available in-file data has been utilized in the process 
of estimating the replacement cost new of the subject improvements.

In the final analysis, the appraiser has utilized and relied upon the
experience of judgment based on the opinion of the quality and quantity 
of the data in arriving at the final value estimate of the Fee Simple 
Interest in the subject property.

The Income Approach to Value has been completed utilizing a stabilized 
net income capitalized into value and a discounted cash flow method.  
Economic rents were determined by rent comparables and current data utilized 
with respect to expense projections.  Information provided by the publication 
"Trends in the Health Care Industry" as well as information provided by 
other actual ongoing facilities similar to the subject have been utilized 
in the process of estimating the projected expenses which were included 
in the Income Approach to Value.  Although the subject property is proposed 
at the present time and has no income or expense history, it is considered 
to be a functional facility and a facility which is demand with respect 
to providing long term assisted living care.

                                                      Robert M. McSherry, MAI


                         DESCRIPTION OF THE PROPERTY
 
                                  Site Data

Size, Shape and Topography
The subject site will be a 3.35 acre rectangular shaped parcel of land 
having approximately 475 feet of frontage along the south side of Cooper 
Lake Road, a depth of 307 feet thus encompassing 3.35 acres or 145,926 
square feet, more or less.  The property is located, as noted, along the 
south side of Cooper Lake Road which is a dual-land, asphalt, municipally 
maintained traffic artery serving local vehicular traffic.  The topography 
of the property is rolling to gently rolling and will require limited 
site preparation prior to construction.  Inspection of the site did not 
reveal any detrimental physical characteristics which would adversely 
affect the development of the subject property to it's highest and Best 
Use as an assisted living facility.

Utilities
The subject property is located inside the corporate limits of Bastrop, 
Morehouse Parish, Louisiana and is provided with all city utilities and 
services available to properties within the corporate limits of Bastrop 
including electrical service, police and fire protection, public water, 
sewerage disposal, and refuge disposal.  Telephone service and natural 
gas service is provided by the local utility companies servicing the area.

Access
Access to the subject development will be provided as the result of the 
location of Cooper Lake Road along the northern boundary of the site. 
Cooper Lake Road is a dual laned, asphalt, municipally maintained traffic 
artery servicing

                                                      Robert M. McSherry, MAI


primarily local vehicular traffic and provides access into the downtown 
area of Bastrop as well as to the outlying areas of Bastrop and Morehouse 
Parish.  There exists an intersection with US Hwy 165 in the immediate 
proximity of the subject site with US Hwy 165 being the major traffic 
artery through Bastrop and Morehouse Parish.

Overall, access to the subject site from all areas of both the City of
Bastrop or the outlying areas of Morehouse Parish is adequately provided.

Zoning
Conversations with representatives in the Bastrop City Hall indicated 
that no zoning currently affects the City of Bastrop.  Land uses are
controlled by deed restrictions or other restrictive covenants which run
with the land and, although this appraiser has not conducted an in-depth
review of the abstract to the subject site, no deed restrictions or other
restrictive covenants are assumed to exist which would affect the utilization
of the subject site as a site of an assisted living facility.

This appraiser has not conducted an in-depth review with respect to the 
abstract to the subject site but no deed restrictions or other restrictive 
covenants are assumed to exist which would affect the development of the 
subject property to its highest and best use.  However, this should be 
ascertained by competent legal authority and is a condition of this appraisal 
report.

                                                      Robert M. McSherry, MAI


Drainage
Review of Flood Hazard Maps found in the Morehouse Parish Community Office 
indicated the subject property to be located in a Flood Zone "C" according 
to Flood Map No. 220127-002-B having an effective date of December 16, 
1980.  This indicates no flood insurance is required for the subject property.

Tax Data
The subject property is proposed construction property and the taxes 
on the vacant land only are minimal. The subject property will be placed 
on the Morehouse Parish tax rolls the year after it is completed and at 
that time will be assessed and the tax liability can be assigned.  For 
the purposes of this appraisal report and for the utilization in the Income 
Approach, taxes have been projected but are subject to change once the 
property is completed and placed on the tax rolls.

The 1997 millage rates applicable to the subject property are as follows:

          City        40.70 Mills
          Parish      65.15 Mills
          Total      105.85 Mills

Assisted living facilities such as the subject are assessed at 10% of 
Market Value and conversations with representatives of the Morehouse Parish 
Tax Assessor's Office indicate an estimated Market Value for tax purposes 
will be approximately 30% less than actual Market Value.  Thus:

                                                      Robert M. McSherry, MAI


          Estimated Value of Subject    $2,100,000.00
          Estimated Assessed Value      $1,470,000.00
          10% - Assessed Value          $  147,000.00

  $147,000.00 X 105.85 Mills = Estimated Tax Liability   $  15,559.95

                                                      Robert M. McSherry, MAI


         [Subject Site Location Map Indicating Subject Property]



                    DESCRIPTION OF THE IMPROVEMENTS
                       Assisted Living Facility

The proposed facility containing the assisted living units will be constructed
within a single T-shaped building but a building comprised of different 
component sections housing the assisted living units in two wings with 
the public areas located in the center or core of the building.  The building
is a modified T-shape and encompasses a total of 22,217 square feet of 
heated area.  The assisted living units contained within this facility 
will contain approximately 485 square feet of living area and feature 
a bedroom, living room, kitchenette and full bath with shower while the 
efficiency units will contain approximately 200 square feet of area.  
The gross building area was calculated by Mr. Mike Wallace, the preparer 
of the plans and specifications for the property.

Construction characteristics for this building include reinforced poured
concrete foundation with adequate grade beams and both interior and perimeter 
footings with the exterior being wood framing utilizing a combination 
of brick veneer vinyl with the roof being a composition shingle roof over 
wood decking.  Windows will be insulated, horizontal slide aluminum windows 
with each unit of the assisted care units having their own central HVAC 
unit with the common areas utilizing central, zoned units.

Interior construction will include a combination of vinyl and carpet
or ceramic tile flooring, painted or vinyl covered sheetrock walls with 
acoustical ceilings.  Lighting will be both standard and fluorescent fixtures.

                                                      Robert M. McSherry, MAI


Amenities to be contained within the assisted care portion of the building 
include a full service kitchen, dining room, activities area, whirlpool 
area, staff laundry, TV rooms, offices and other required amenities as 
well as an apartment for the resident managing couple.

As previously noted, the total gross area contained within this portion
of the subject property is 22,217 square feet.  Within this total, 21 
assisted living units, 4 efficiency assisted units, the manager's apartment 
and remaining common areas will be contained.  Parking will be poured 
concrete and located at strategic locations around the site and will be 
adequate to fulfill the requirements of both the tenants and staff.
Landscaping will be extensive and utilized in conjunction with the natural
topography of the area should be most pleasing.

Each assisted living unit will include a toilet, lavatory and tub/shower
unit, through wall air conditioning unit with heat strip, drop-in over/range 
unit with vent hood as well as adequate closet and cabinet space.

A complete set of working drawings will be provided the appraiser as
a condition of this appraisal to ascertain the assumptions utilized within 
this report have been fulfilled.  A final inspection by the appraiser 
will be required.

As noted, the subject is proposed construction and this appraisal is
conditioned upon the completion utilizing quality materials and workmanship 
with a final inspection by the appraiser required to ascertain the preliminary 
plans and specifications provided this appraiser were correct.

                                                      Robert M. McSherry, MAI


                           HIGHEST AND BEST USE

                               Introduction

The Appraisal Institute defined highest and best use as follows, "that 
legal use, at the time of the appraisal, which is the most profitable 
likely use to which a property can be put."

There are several basic factors which must be considered in order to 
make a proper determination of Highest and Best Use:

1.     The use must be legal, that is, legally adaptable regarding zoning
       and other restrictions;

2.     The use must be probable, not conjectural or speculative;

3.     The property must be physically adaptable to use contemplated;

4.     There must be a demand for such use;

5.     The use must be profitable, the highest return to the land over the 
       longest period of time.

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 improved property. 
This is true if the improvement is not an appropriate use, but it makes 
a contribution to the total property value in excess of the value of the 
site.

The above five tests have been applied to the subject property's vacant
site.  In arriving at the estimate of highest and best use, the subject 
site has been carefully analyzed.


                                                      Robert M. McSherry, MAI


                  HIGHEST AND BEST USE ASSUMING A VACANT SITE


Permissible Use
An investigation has been conducted in order to determine the zoning 
classification that encumbers the subject property.  The results of this 
investigation has revealed that the subject site is not affected by City 
or Parish zoning with land uses controlled by deed restrictions or other 
restrictive covenants.  The lack of zoning allows a large number of
permissible uses to be considered for the subject property but it's location
within a primarily residential area, the access provided by a dual-laned
municipal traffic artery and other factors indicate the proposed utilization
as an assisted care facility to be one of the better if not the best
permissible uses of the site and would be a legal, conforming, permissible
use.

Possible Use
Inspection of the subject property's neighborhood has been made to determine 
any physical limitations that might be present.  The result of this inspection
has revealed the neighborhood is developed with mix of property types. 
The lack of zoning which is currently applicable to the subject property 
does allow for an assisted care facility to be constructed on the site 
as well as other types of multi-family construction.  This lack of zoning 
classification will allow the property to be developed as proposed within 
this appraisal report and this is considered the most likely probable 
use to which the subject property could be put.

In the final analysis, the proposed utilization of the subject property
is considered to constitute one of it's Highest and Best Uses.

                                                      Robert M. McSherry, MAI


                           THE APPRAISAL PROCESS

The real estate appraisal profession typically utilizes three basic approaches
in the process of estimating the value of a parcel of real property.  
These approaches include the Cost Approach, the Income Approach and the 
Market Data Approach.  The Cost Approach utilizes an estimate of reproduction
or replacement costs new of the building and other on-site improvements 
to be contained within the subject property less accrued depreciation 
from all sources including physical curable and incurable deterioration, 
functional obsolescence and economic obsolescence to arrive at an estimate 
of depreciated reproduction or replacement costs for the improvements. 
The estimated value of the site, as if vacant, and determined by the 
comparison of the subject site with other similar parcels in either the 
immediate proximity of the subject or in other comparable areas is added 
to the depreciated reproduction or replacement cost estimate of the
improvements to provide an indication of value of the property being
appraised from the Cost Approach.

The Cost Approach is generally accorded the greatest credence in instances 
where the property being appraised is either a proposed property or a 
new property having little or no accrued depreciation or instances where 
the property being appraised represents a special purpose type property. 
In these instances, the Cost Approach is an accurate indication of value 
for the property and is accorded considerable credence in the reconciliation 
process.

The Income Approach to Value utilizes an estimate of gross annual income
to be generated by the property being appraised as determined to be
representative of

                                                      Robert M. McSherry, MAI


economic rentals for this type property within the area less an allowance
considered typical for vacancy and collection losses to arrive at an estimate
of effective gross annual income which is to be generated by the property. 
Expenses typically associated with the operation of this type property 
in accordance with prevailing lease terms and conditions in the area as 
well as data provided by analysis of the operating history of other similar 
type properties are projected and deducted from the effective gross annual 
income to arrive at an estimate of net operating income before recapture 
attributable to the subject.  This net operating income is then capitalized 
by the most appropriate method available with respect to the subject property 
in particular and the appraisal problem in general into an indication 
of value for the property being appraised from the Income Approach.  Another 
method of utilizing the Income Approach is the Gross Income Multiplier 
technique.  This technique identifies the relationship between the sales 
price (value) of a property and its gross annual income earning potential. 
The Gross Income Multiplier is derived by dividing the sales price of 
a property by its gross potential income and, thus, is an excellent indicator 
of buyer, seller and investor attitudes toward the property being analyzed. 
An effective gross income multiplier is also excellent as it utilizes 
the actual gross income after vacancy to derive the multiplier. use depends 
upon available data.

The Market Data or Direct Sales Comparison Approach utilize sales of
comparable improved properties in either the immediate proximity of the 
subject or in other comparable areas to derive a unit of comparison.  
Each of the various comparable sales are carefully reviewed and analyzed 
by the appraiser, adjusted for any dissimilarities between the subject 
property and the comparable

                                                      Robert M. McSherry, MAI


sale in such areas as date of sale, location, design, condition, and 
other physical characteristics to result in an adjusted unit of comparison 
to be utilized in the Market Data or Direct Sales Comparison Approach 
to provide an indication of value for the property being appraised.
The reconciliation is the method whereby all data provided by the various 
approaches utilized in the appraisal report are carefully analyzed and 
accorded weight in varying degrees.  The approach which is considered 
to be the most representative of current buyer, seller and investor attitudes 
towards the subject property is accorded the greatest credence in the 
final analysis but all the approaches are interrelated and all data gathered 
and utilized in the various approaches must be carefully analyzed in the 
reconciliation process and to ignore any available data would be improper.

                                                      Robert M. McSherry, MAI


                          COST APPROACH TO VALUE

The Cost Approach to Value, like the Sales Comparison and Income Approaches, 
is based on comparison. in the Cost Approach, the cost to construct a 
building and the value of any existing building are compared.  The Cost 
Approach to Value reflects market thinking in the recognition that market 
participants relate value to cost.  Buyers tend to judge the value of 
an existing structure by comparing it to the value of a newly constructed 
building with optimal functional utility.  Moreover, buyers adjust the 
prices they are willing to buy by estimating the cost to bring an existing 
structure to desired levels of functional utility.

Thus, by applying the Cost Approach, an appraiser attempts to estimate
the difference in worth to a buyer between the property being appraised 
and a newly constructed building with optimal utility.  An appraiser makes 
a sound value estimate by estimating the cost to construct a reproduction 
of or a replacement of the existing structure and then deducts all evidence 
of accrued depreciation in the property being appraised from the cost 
of the reproduction or replacement structure and the resulting figure, 
plus the value of the land, plus any entrepreneurial profit provides a 
value indication through the application of the Cost Approach.

The decision to utilize reproduction or replacement costs is most pertinent
and the selection plays and important part in contributing to the validity 
of the Cost Approach.  Replacement cost is defined in Real Estate Appraisal 
Terminology as being, "the cost of construction at current prices of a 
building having utility

                                                      Robert M. McSherry, MAI


equivalent to the building being appraised but built with modern materials 
and according to the current standards, design and layout.  The use of 
the replacement cost concept presumably eliminates all functional
obsolescence and the only depreciation to be measured is physical
deterioration and economic obsolescence." The appraisers will utilize the
replacement cost method supported by Marshall Valuation Service in
conjunction with the construction cost estimate provided by knowledgeable
contractors/engineers or architects

                               DEPRECIATION

All types of accrued depreciation affecting the subject improvements 
were considered Accrued depreciation is defined as, "the difference between 
reproduction cost new as of the date of the appraisal and the present 
contributory value of the improvements." Accrued depreciation is divided 
into three basic categories: physical deterioration (which includes curable 
and incurable), functional obsolescence (including curable and incurable), 
and economic obsolescence(which is always incurable).  The following  is a
discussion of each type of depreciation and the observed depreciation 
applicable to the subject property.

Physical Deterioration, Curable
This type of depreciation is defined as, "the loss in value from cost 
new which can be recovered or offset through correction, repair, or
replacement of the defective items causing the loss, providing the resultant
value approximates the cost of the work." The property is proposed thus no
deferred maintenance is present.

                                                      Robert M. McSherry, MAI



Physical Deterioration, Incurable
This type of depreciation is defined as, "the loss from cost new which 
is impossible to offset or which would involve an expenditure substantially 
in excess of the value increase resulting therefrom." The property is 
proposed and has an effective are of 0 years and a total economic life 
of 30 years.

Functional Obsolescence
Functional obsolescence is defined as, "the loss from cost new as of 
the date of the appraisal which is caused by a superadequacy, inadequacy, 
unattractive style, poor or inefficient layout or design." Items causing 
functional obsolescence can be either curable or incurable; it is curable 
only when it is profitable to cure the item.  Incurable, functional
obsolescence involves items of initiate which would not be economical to
correct because the value would not increase so much as the cost of
correction.  Based on my inspection of the subject improvements, it is my
opinion that they are totally adequate and comparable to similar properties
in the same general price range, therefore, no loss of value from functional
obsolescence exists.

Economic Obsolescence
This type of depreciation is defined as, "the loss from cost new as of 
the date of the appraisal due to causes external to the property boundaries." 
To measure this type of obsolescence the appraiser capitalizes the rent 
lost due to the external factor for the prorata share applicable to the 
building.  As indicated in

                                                      Robert M. McSherry, MAI


the site date, there are no undesirable external influences and, thus,
there is no loss to the subject improvements due to economic obsolescence.


Entrepreneurial Profit
For the Cost Approach to provide a sound indication of value, a market 
derived entrepreneurial profit must be added to the direct and indirect 
costs.  The profit figure is typically expressed as a percentage of total 
direct and indirect costs.  Entrepreneurial profit is a necessary element 
in the motivation to construct the improvements.  However, part or all 
of the profit may be lost as functional or external obsolescence if the 
market indicates that the improvements have a Market Value less than the 
current reproduction or replacement cost less physical deterioration.

The results of the investigation and analysis of this market data will
appear as follows:

                                                      Robert M. McSherry, MAI


                            COMPARABLE LAND SALE 1


Date of Sale:                       September 4, 1998

Vendor:                             John Kaffenberger

Vendee:                             Sibley Century Development, LLC

Size:                               9.1 Acres

Consideration:                      $80,000.00

Location:                           East side of Holt Street, Bastrop,
                                    Louisiana

Indicated Price/Acre:               $8,791.00 per Acre

Brief Legal Description:            Tract or parcel of land located in the
                                    southeast quarter of the northeast
                                    quarter of Section 30, T21N-R6E,
                                    Morehouse Parish, Louisiana.

Financing:                          Cash

Condition of Sale:                  Market

Site Utilities:                     Public

Terrain:                            Gently Sloping

Access:                             Public Asphalt Road

Highest and Best Use:               Commercial or Multi-Family

Comments:                           Of this total acreage only approximately
                                    7 acres are considered useable land.

Comfirmation:                       John Sibley

                                                      Robert M. McSherry, MAI



                         COMPARABLE LAND SALE 2


Date of Sale:                       June 21, 1995

Recordation:                        Conveyance Book 487, Page 713,
                                    Morehouse Parish, Louisiana

Vendor:                             John S. Cereen, et al

Vendee:                             Douglas Jones

Size:                               9.37 Acres

Consideration:                      $55,000.00

Location:                           6197 Mer Rouge Road, Bastrop,
                                    Louisiana

Indicated Price/Acre:               $5,870.00 per Acre

Brief Legal Description:            A certain 9.37 acre tract of land in the
                                    southwest quarter of Section 28,
                                    T21N-R6E, Morehouse Parish,
                                    Louisiana.

Financing:                          Cash

Condition of Sale:                  Market

Site Utilities:                     Public

Terrain:                            Level

Access:                             Public Road

Highest and Best Use:               Commercial

Confirmation:                       John Sibley

                                                      Robert M. McSherry, MAI



                       COMPARABLE LAND SALE 3

Date of Sale:                       March 17, 1997

Vendor:                             Sandra Lockwood

Vendee:                             Northwood Apartment, LLC

Size:                               4.688 Acres

Consideration:                      $60,000.00

Location:                           1801 North Washington Street, Bastrop,
                                    Louisiana

Indicated Price/Acre:               $12,799.00 per Acre

Brief Legal Description:            Tract or parcel of land located in the
                                    southeast quarter of the northwest
                                    quarter of Section 24, T21N-R5E,
                                    Morehouse Parish, Louisiana.

Financing:                          Cash

Condition of Sale:                  Market

Site Utilities:                     Public

Terrain:                            Slightly Rolling
           
Access:                             Public Road

Highest and Best Use:               Commercial

Confirmation:                       John Sibley

                                                      Robert M. McSherry, MAI


  
                           COMPARABLE LAND SALE 4


Date of Sale:                       June 19, 1996

Recordation:                        Document No. 140922

Vendor:                             Woodrow Wilson, et al

Vendee:                             Benny Evans, et al

Size:                               6.484 Acres           

Consideration:                      $100,000.00

Location:                           Southeast corner of US Hwy 425
                                    (Crossett Road) and McCreight Street,
                                    Bastrop, Louisiana

Indicated Price/Acre:               $15,422.58 per Acre

Brief Legal Description:            Tract situated in the southwest quarter
                                    of the southwest quarter of Section 18,
                                    T21N-R6E, Morehouse Parish,
                                    Louisiana.

Financing:                          Cash

Condition of Sale:                  Market

Site Utilities:                     Public

Terrain:                            Slightly Sloping

Access:                             Public Highway

Highest and Best Use:               Commercial or Light Industrial

Confirmation:                       John Sibley

                                                      Robert M. McSherry, MAI



                          COMPARABLE LAND SALE 5


Date of Sale:                       July 6, 1994

Recordation:                        Conveyance Book 479, Page 667,
                                    Morehosue Parish, Louisiana

Vendor:                             Kathrine Buford, et al

Vendee:                             Larry Greenwood, et al

Size:                               3.3 Acres

Consideration:                      $50,000.00

Location:                           McCreight Street at Todd Street,
                                    Bastrop, Louisiana

Indicated Price/Acre:               $15,052.00 per Acre

Brief Legal Description:            Tract on the northeast quarter of the
                                    northeast quarter of Section 25,
                                    T21N-R6E, Morehouse Parish,
                                    Louisiana.

Financing:                          Cash

Condition of Sale:                  Market

Type Utilities:                     Public

Terrain:                            Level to Gently Rolling

Access:                             Public Road

Highest and Best Use:               Multi-Family

Confirmation:                       John Sibley

                                                      Robert M. McSherry, MAI



  [Comparable Sales Location Map Indicating Comparable Property Locations]




                    COMPARABLE LAND SALES SUMMARY CHART




              Date      Size/Usable       Price/Acre    Location
                                                                                    
Sale 1       9/98       7.00 Acres        $11,428.00    Holt Street
Sale 2       6/95       9.37 Acres        $ 5,870.00    Mer Rouge Road
Sale 3       3/97       4.68 Acres        $12,799.00    North Washington
Sale 4       6/96       6.48 Acres        $15,422.00    Crossett Road
Sale 5       7/94       3.30 Acres        $15,152.00    McCreight Street



                                                      Robert M. McSherry, MAI


                       ANALYSIS OF COMPARABLE LAND SALES

The five vacant comparable land sales contained within this appraisal 
report and utilized for analysis purposes are sales of sites located either 
within the corporate limits of Bastrop, Louisiana.  All sites are considered 
current with respect to the date of sale with the exception of Comparable 
Sale 5 which occurred in July of 1994 with all sales requiring an upward 
adjustment for the time differential for all sales occurring prior to 
1998.  The size of these sales are similar to the subject property with 
the size of Sales 3 and 5 being the closest to that of the subject and 
analysis of compared sales does indicate an adjustment required for the 
size differential.  However, location is considered important and the 
locational dissimilarities between the comparable properties and the subject 
site has been considered and adjusted accordingly.

Physical characteristics are also important factors in the desirability 
of the vacant developmental site and the physical characteristics associated 
with each of these comparable sales have been analyzed, compared to the 
subject property and the proper adjustments made.

The following land sales adjustment grid has been utilized to reflect
the appraiser's opinion of the required adjustment of these comparable 
sales which results in an indicated value of the subject site, as if vacant, 
and in it's current condition.

                                                      Robert M. McSherry, MAI


After this adjustment grid has been carefully completed, it is our opinion 
that the subject site is estimated to have a Market Value, As If Vacant 
and prior to site preparation, of $15,000.00 per acre.

Therefore, the Estimated Value of the Subject Site, As If Vacant, is 
thus derrived:


3.35 Acres @ $15,000.00/ Acre     =         $50,250.00


INDICATED VALUE OF THE SUBJECT SITE,
AS IF VACANT (R/T)                          $50,000.00

                                                      Robert M. McSherry, MAI


                  VACANT LAND SALES ADJUSTMENT CHART



 Sale Number                Subject          1                2           
                                                              
Property Rights Appraised   Leased Fee       Leased Fee       Leased Fee  
Financing Terms             Cash Equivalent  Cash Equivalent  Cash Equivalent
Condition of Sale           Arms Length      Arms Length      Arms Length
Sale Date                   Current          September, 1998  June, 1995
Size-Gross Area/Acres       3.35             9.1              9.37
Effective Price/Square Foot N/A              $8,791.00        $5,870.00
Market Time                 Current          -0-              +10%
Zoning                                       -0-              -0-
Size                                         +20%             +20%
Physical                                     +25%             +25%
Adjusted Price/Square Foot                   $12,746.00       $9,098.00


                  VACANT LAND SALES ADJUSTMENT CHART



 Sale Number                3                4                5           
                                                              
Property Rights Appraised   Leased Fee       Leased Fee       Leased Fee  
Financing Terms             Cash Equivalent  Cash Equivalent  Cash Equivalent
Condition of Sale           Arms Length      Arms Length      Arms Length
Sale Date                   March, 1997      June, 1996       June, 1994
Size-Gross Area/Acres       4.6              6.4              3.3
Effective Price/Square Foot $12,799.00       $15,522.00       $15,052.00
Market Time                 +5%              +10%             +20%
Zoning                      -0-              -0-              -0-
Size                        -0-              -0-              -0-
Physical                    +10%             -10%             -20%
Adjusted Price/Square Foot  $14,718.00       $15,422.00       $15,052.00





                        DISCUSSION OF COST APPROACH

In the construction of any project, the total cost of development can 
be divided into basic categories: direct or hard cost, and indirect or 
soft costs.  As defined in Real Estate Appraisal Terminology, the definition 
of Direct Costs is, "the cost of direct labor and materials devoted
specifically to a unit of work.  In construction, these costs are directly
related to site acquisition and construction of the improvements..." Defined
in this same text, Indirect Cost is, "that cost in the development of a
property which would not be included in a general contract for construction
or for land acquisition..."

Direct costs include the cost of items such as land acquisition, construction
of the buildings, equipment and fixtures, the builder's profit and overhead, 
any temporary buildings for on-the-job usage, power line installation, 
and the electrical power used in the construction.  As indicated in the 
Cost Approach Schedule which follows, direct or hard costs have been broken 
down into categories of building area, elevators and other primary building 
costs.

Indirect, or soft costs, generally include fees, financing costs, and
overhead.  As the Cost Approach Schedule indicates, the indirect costs fall
into 8 categories.  The permits and fees sections include the estimated 
costs of a building permit, an appraisal, a survey and accounting and 
inspection charges.  Architectural engineering estimates have been based 
on typical market charges.  The legal expenses includes work done on both 
interim and permanent loan packages.  The insurance costs indicated are 
limited to construction-period coverage including the builder's risk.

                                                      Robert M. McSherry, MAI


The closing cost estimate includes costs of closing both the interim 
and permanent loans.  The interest expense is based on typical current 
market conditions and covers the period of time required to complete the 
construction of the project.  The loan commitment fees are also based 
on current typical market conditions.

The appraiser's have relied upon the Marshall Valuation Service, a
publication of Marshall & Swift, 1617 Beverly Boulevard, Post Office Box
26307, Los Angeles, California, in estimating the replacement costs new of
the subject property improvements.

The Cost Approach to Value, as it applies to the property being appraised, 
is as follows:

                                                      Robert M. McSherry, MAI


                          COST APPROACH TO VALUE
               Cost Source: Marshall-Swift Cost Manual and
                   Actual Costs Provided by Fred Bayles

Direct Costs:

 Primary Structure
      22,217 sq. ft. @ $59.70/sq. ft.                    $1,326,354.00

Total Direct Costs: Improvements                         $1,326,354.00

Indirect Costs:

 Plans, Specifications, Inspection    Included in Direct Costs
 Contractor's Overhead/Profit                $170,000.00
 Interim Interest                            $ 65,250.00
 Legal, Audit, Appraisal                     $ 60,400.00
 Financing Fees - Construction               $ 30,000.00
 Misc. Expenses                              $ 50,000.00
 Financing Fees - Long Term                  $162,500.00

Total Indirect Costs                                     $  538,150.00

Total Replacement Costs New: Improvements                $1,864,504.00

Less: Accrued Depreciation

 Physical Curable                                -0-
 Physical Incurable                              -0-
 Functional Obsolescence                         -0-
 Economic Obsolescence                           -0-

Total Accrued Depreciation                                    -0-

Depreciated Replacement Costs: Improvements              $1,864,504.00

Add: Land Value
      3.35 acres @ $15,000.00/acre                       $   50,000.00

Add: Site Preparation                                    $   30,000.00

Add: Furniture, Fixtures and Equipment                   $   75,000.00

                                                      Robert M. McSherry, MAI



Add: Parking, Walks, Landscaping, Porches                $   25,000.00

Add: Entrepreneurial Profit @ 5%                         $   93,200.00

Total All Costs and Value Components                     $2,137,704.00

INDICATED VALUE OF SUBJECT FROM
COST APPROACH (R/T)                                      $2,140,000.00


Note:     Cost of Furniture, Fixture and Equipment based on costs association 
          with actual costs experienced by Southside Garden Assisted Care
          Facility and Arbor House of West Monroe, Louisiana.

                                                      Robert M. McSherry, MAI



                       MARKET DATA APPROACH TO VALUE
Market data is discussed in all the approaches to value.  Data analysis 
is needed in the Cost Approach to develop a land value indication and 
to support costs and depreciation indicators; in the Income Approach to 
establish rent levels, vacancy indications, expenses, and capitalization 
rates; and in the Direct Sales Comparison Approach to establish comparability.

The appraiser has carefully perused the Louisiana market with respect
to sales of properties considered similar to the subject property and 
none were found.  However, available data from other appraisers has revealed 
the sale of three similar type properties in other areas of the United 
States and these are included merely for analysis purposes as follows:

                                                      Robert M. McSherry, MAI


                           IMPROVED PROPERTY SALE 1


VENDOR:                             American Retirement, Inc.

VENDOR:                             Horizon Retirement, Inc.

LOCATION:                           2601 Chimney Rock Road,
                                    Hendersonville, North Carolina

RECORDATION:                        N/A

DATE:                               February, 1993

CONSIDERATION:                      $6,480,000.00

TERMS:                              $2,224,000.00 cash, assumption of a
                                    mortgage balance of $4,316,000.00.
                                    terms are considered to be cash
                                    equivalent.

SITE SIZE:                          N/A

IMPROVEMENTS:                       This is a 110 unit senior living
                                    community constructed in 1988.  The
                                    units are housed in a three-story
                                    building of wood frame construction.
                                    Construction quality is considered to be
                                    average; condition at the time of sale
                                    was good. The gross building area is
                                    approximately 96,058 square feet with
                                    an average unit size of 873 square feet.

ESTIMATED GROSS INCOME:             $1,706,255.00

ESTIMATED EXPENSE RATIO:            Approximately 56 percent

NET OPERATING INCOME:               Approximately $751,844.00

UNIT INDICATORS:                    SP/Unit = $58,909.00
                                    SP/SF   =     $67.46
                                    SP/GI   = 3.80 GIM
                                    NOI/SP  = 0.1160 OAR

                                                      Robert M. McSherry, MAI



                         IMPROVED PROPERTY SALE 2


VENDOR:                             American Retirement, Inc.

VENDOR:                             Emeritus Corporation

LOCATION:                           2601 Chimney Rock Road,
                                    Hendersonville, North Carolina

RECORDATION:                        N/A

DATE:                               September, 1995

CONSIDERATION:                      $9,483,523.00

TERMS:                              Cash

SITE SIZE:                          N/A

IMPROVEMENTS:                       This is a 110 unit senior living
                                    community constructed in 1988.  The
                                    units are housed in a three-story
                                    building of wood frame construction.
                                    Construction quality is considered to be
                                    average; condition at the time of sale
                                    was good. The gross building area is
                                    approximately 96,058 square feet with
                                    an average unit size of 873 square feet.

ESTIMATED GROSS INCOME:             Approximately $2,175,000.00

ESTIMATED EXPENSE RATIO:            Approximately 56 percent

NET OPERATING INCOME:               Approximately $957,000.00

UNIT INDICATORS:                    SP/Unit = $86,214.00
                                    SP/SF   =     $98.73
                                    SP/GI   = 4.36 GIM
                                    NOI/SP  = 0.1009 OAR

                                                      Robert M. McSherry, MAI



                                 SUMMARY



                          Sale One     Sale Two     Sale Three
                                           
Indicated OAR             11.6%        10.09%       9.96%
Price/Unit                $58,909.00   $86,214.00   $56,757.00
Gross Income Multiplier   3.80         4.36         3.01
Estimated Expense Ratio   56%          56%          70%



The three Improved Property Sales included within this report have been
provided this appraiser by knowledgeable sources and other appraisers 
and are deemed accurate as they were verified by knowledgeable and ethical 
persons.  The appraiser has conducted an in-depth review of conveyances 
of similar type assisted living or congregate care facilities in the State 
of Louisiana and none were found which were considered to be reflective 
of true arms-length transactions between willing buyers and willing sellers 
with no undue duress being experienced.  These three Improved Property 
Sales have been included for the purpose of deriving an indicated Overall 
Capitalization Rate, an indicated price per unit and an indicated Gross 
Income Multiplier for utilization in the analysis process with respect 
primarily to the Income Approach to Value.  The level of services provided 
by these facilities are similar to those to be provided by the subject 
property which would include three (3) meals per day, utilities, maid 
service one (1) day a week, flat linen service one (1) day a week, various 
assistance with respect to bathing, exercise, and transportation to various 
off-site functions as well as on-site recreational functions, counseling, 
with other services provided on a more extensive basis for additional 
expense paid by the guest or resident of the facility.  It is acknowledged 
that a large number of the

                                                      Robert M. McSherry, MAI


residents residing in the assisted care facilities are requiring increased 
levels of care and these additional expenses are being passed directly 
to the tenant as they upset the economies of an assisted care facility 
having to provide this extraordinary level of care without additional 
remuneration.

The price per unit indicated by Improved Property Sale 2 is considered
the best available and has been accorded the greatest credence.  Accordingly:

          25 Units @ $86,000.00/Unit                    $2,150,000.00

INDICATED VALUE OF SUBJECT FROM
THE MARKET DATA OR DIRECT SALES
COMPARISON APPROACH (R/T)                               $2,150,000.00

                                                      Robert M. McSherry, MAI



                           INCOME APPROACH TO VALUE
                                Introduction

The Income Approach reflects the subject's income-producing capabilities 
and requires an analysis of the project's probable market rent.  In the 
comparative analysis, we have considered factors that would probably influence
market acceptance of properties in the area.  The factors include proximity 
to major traffic arteries; location; design; amenities; and the quality 
of management.

To develop a supportable estimate of value using the Income Capitalization 
Approach, realistic projections of income and expenses must be made.
congregate care facilities are unique forms of real estate with many unusual
characteristics, such as an intensive use of labor, costs of goods sold,
expenses categories, and product identity.  Therefore, special care in data
gathering and analysis are required to create an estimate of the future
income for the subject.  The appraiser will utilize data provided by the
publication, Trends in the Health Care Industry for supporting data.

The subject property is proposed at the present time and, therefore,
has no historical income and expense data associated with the property.
The subject will contain 21 assisted care units and 4 efficiency assisted 
care units all located in a single T-shaped building which will also contain 
a resident manager's apartment and common areas for the operation of the 
facility.  The services provided the assisted living units include all 
utilities, maid service, three meals a day, transportation, activities 
with additional laundry and maid service

                                                      Robert M. McSherry, MAI


available at additional expense.  Normal day to day medical treatments
are also available for the various tenants with any extraordinary medical 
expense passed directly to the tenant.

This appraiser has had the opportunity to appraise a number of assisted
care facilities in both Louisiana and Mississippi over the last several 
years and has relied on data provided by these facilities, various industry 
publications and data provided by various health care consulting groups 
and experts in arriving at the estimated monthly rental rates and expenses 
including fixed expenses, operating expenses, staffing, dietary, reserves 
and other appropriate expenses.

This appraiser has conducted rental surveys of a number of assisted care,
private pay facilities located in the Baton Rouge, Louisiana area as well 
as a single facility located in West Monroe, Louisiana in order to arrive 
at an estimated economic rental rate for the subject property based on 
the level of services provided.  The assisted care market is still a relatively 
new market and the majority of the facilities have been constructed in 
larger metropolitan areas such as Baton Rouge.  The rental rates commanded 
in these larger areas are above those which can be commanded in smaller 
or more rural communities in North Louisiana and appropriate adjustments 
have been made.  The most comparable property is the Arbor House of West 
Monroe, which was completed in December of 1997 and has experienced stabilized
occupancy with respect to the assisted care units within a six (6) month 
period.  These units lease for $1,725.00 per month for the basic rate 
with expenses including utilities, three (3) meals a day, maid service 
once a week, laundry service once a week,

                                                      Robert M. McSherry, MAI


assistance in bathing, transportation to shopping, church and other functions 
as well as in-house recreational activities.

This appraiser has also recently completed an appraisal of a 33 unit
assisted care facility located in Baton Rouge, Louisiana which is very 
typical with respect to the subject property.  However, the monthly rate 
provided by this facility is slightly higher than those in rural areas 
with the base monthly rate being $1,850.00 per month.  The same services 
are provided including utilities, three (3) meals per day, assistance 
with daily living activities including bathing, grooming, weekly bed linen 
and towel service, weekly house keeping, transportation to medical and 
dental appointments, worship service, planned activities as well as other 
assistance required.

Based on this appraiser's personal inspection of these two facilities
and adjustment, it is our opinion that a $1,775.00 per month with services 
including electricity, three (3) meals per day, maid service, transportation, 
activities, assistance in the normal living activities as well as normal 
day to day medical treatment being provided.

The actual income and expense data of various facilities is closely held
information and these individuals have requested confidentiality with 
respect to this actual data.  Accordingly, this data has been retained 
in our various files.

The results of our survey and analysis indicates an economic rental rate
for the assisted care units, based on the herein listed services being 
provided, of $1,775.00 per month and $1,100.00 per month for the efficiency 
units with the
                                                      Robert M. McSherry, MAI


rates remaining stable over the two year projection period.  The projected 
rate includes the herein listed services being provided.
Inflation will impact expense projections as well as increased occupancy
and these anticipated increases have also been utilized in the Income 
Approach to Value.

In order to accurately project appropriate expenses for the subject property,
the appraiser has reviewed the current publication Trends in the Health 
Care Industry with respect to historical operating expenses for assisted 
care facilities.  In addition, this appraiser has been provided itemized 
comparable expense data with respect to three separate properties located 
in the State of Louisiana but, due to confidentiality requirements, the 
names of these properties are retained in the appraiser's file at the 
request of the property owners.  However, the following summary chart 
is included for the benefit of the reader of this appraisal report and 
it also provides support for the expense projections for the subject property.

The Income Approach to Value as it applies to the property being appraised
based on economic rental rates herein quoted and utilizing a two year 
period in order to achieve a stabilized net occupancy and thus a stabilized 
net operating income is reproduced as follows:

                                                      Robert M. McSherry, MAI


                        ITEMIZED COMPARABLE EXPENSE DATA



                              Property 1     Property 2     Property 3
                                                   
Administrative                $249,610.00    $417,960.00    $461,530.00
Dietary                       $186,938.00    $251,184.00    $204,983.00
Maintenance                   $156,914.00    $275,424.00    $193,530.00
Housekeeping/Janitorial       $ 51,340.00    $ 55,512.00    $ 52,322.00
Taxes/insurance               $ 82,000.00    $110,560.00    $ 66,738.00
Utilities                     $ 91,328.00    $ 24,360.00    $ 65,678.00
Nursing/Other                      -0-       $  9,458.00    $ 10,664.00
Per Unit Expenses             $ 9,522.00     $  9,458.00    $ 10,664.00



                                                      Robert M. McSherry, MAI


                          INCOME APPROACH TO VALUE

                                Year One

Gross Annual Potential Income:

 21 - Assisted Living Units @ $1,775.00/month               $ 447,300.00
  4 - Efficiency Units @ $1,100.00/month                    $  52,800.00

Total Gross Annual Potential Income                         $ 500,100.00

Less: Vacancy and Collection Losses

 Assisted Living Units (25%)                                $ 111,825.00

Total Vacancy and Collection Loss                           $ 111,825.00

Effective Gross Annual Potential Income                     $ 388,275.00

Expenses:

     Administrative                $53,500.00
     Plant Operations              $37,400.00
     Dietary                       $45,625.00
     Housekeeping                  $12,500.00
     Aides                         $41,000.00
     Activities                    $15,000.00
     Reserves for Replacement      $ 7,500.00

Total Expenses                                              $ 212,525.00

Net Operating Income                                        $ 175,750.00


Note: Management Fee included in Administrative Expense.

                                                      Robert M. McSherry, MAI


                          INCOME APPROACH TO VALUE

                                Year Two

Gross Annual Potential Income:

 21 - Assisted Living Units @ $1,775.00/month               $ 447,300.00
  4 - Efficiency Units @ $1,100.00/month                    $  52,800.00

Total Gross Annual Potential Income                         $ 500,100.00

Less: Vacancy and Collection Losses

 Assisted Living Units (10%)                                $  44,730.00

Total Vacancy and Collection Loss                           $  44,730.00

Effective Gross Annual Potential Income                     $ 455,370.00

Expenses:

     Administrative                $53,500.00
     Plant Operations              $44,550.00
     Dietary                       $54,200.00
     Housekeeping                  $13,750.00
     Aides                         $45,100.00
     Activities                    $16,500.00
     Reserves for Replacement      $ 7,500.00

Total Expenses                                              $ 235,100.00

Net Operating Income                                        $ 220,270.00


Note: Management Fee included in Administrative Expense.

                                                      Robert M. McSherry, MAI



                    JUSTIFICATION OF CAPITALIZATION RATE

Direct Capitalization is a method used to convert a single year's income 
estimate into a value indication in the Income Capitalization Approach. 
The direct capitalization formula using an overall property capitalization 
rate is:
          Value / Net Operating Income = Overall Capitalization Rate

In this appraisal, the appraisers will employ two different methods to
obtain an overall capitalization rate:

     1)     Band of Investment - mortgage and equity components

     2)     Underwriter's Method (derivation from debt coverage ratio)

Band of Investment
The appraisers contacted local lenders regarding rates and terms of alternate
investments as well as current market rates applicable for this market.

Annual Constant - In developing the mortgage components for the Band
of Investment Method, the appraisers reviewed the National Mortgage Commitment
Survey conducted by the Appraisal Institute Research Department which 
surveyed sample lenders in various geographical regions throughout the 
United States.  The data quoted is based on national averages and do not 
reflect conditions inherent in all markets.  Therefore, the appraisers 
contacted local lenders regarding rates and terms applicable for this 
market area.  Lenders in the local market are quoting rates at prime plus 
1%, terms of 20 years. 75% and a loan-to-value ratio.  The local market 
closely approximates the national averages for the subject property type.

                                                      Robert M. McSherry, MAI


The appraisers reviewed available data concerning current national and 
local quoted mortgage rates and talked to various lenders in the Louisiana 
area which confirm that market rates and terms for loans of the quality 
of the subject property are available at 9% interest rate with monthly 
payments amortized for a 20 year term, a 75% loan-to-value ratio.  Therefore, 
the mortgage constant is derived to be .1079671.

Equity Dividend - Current rates of return available from alternative 
investment vehicles are reviewed.  These alternative investments are more 
liquid than an investment in real estate; therefore any potential investor 
would expect a higher rate of return.  Based on this, we have been able 
to conclude that a 9% equity dividend rate is required to attract investment 
capital to the subject property's type which is considered to be slightly 
more risky than other types of real estate investments.

In order to ascertain the appropriate equity dividend or "cash-on-cash"
rate, the appraiser has reviewed money rates for other alternate investments 
as of September 8, 1998.  The results of this analysis of comparable and 
alternative money rates are as follows:

     Certificates of Deposit                 30 Day  4.68%
                                             90 Day  4.96%
                                            180 Day  5.04%

     Treasury Bill Rates                   3 Months  4.79%
                                           6 Months  4.79%
                                           52 Weeks  5.00%

     30 Year Treasury Bond Rate                      5.36%

     Merrill-Lynch Ready Assets              30 Day  5.03% (Average Yield)

                                                      Robert M. McSherry, MAI



As can be reflected by the above alternate investment vehicles.  Current 
rates for both short and long term yields is between the high 4.00% to 
the low 5.00% range.  The projected 9.00% equity yield or "cash-on-cash" 
return projected for the subject property provides an excellent return 
on the investor's cash, approximately 3.00% in excess of other alternate 
investment vehicles.  Accordingly, the 9.00% equity dividend rate is
considered appropriate when the overall risk and competitive rates are
considered.

Derivation of Capitalization Rate - The band of investment (or weighted
average) formula for deriving an overall rate when the mortgage constant 
and equity dividend rates is known as:

                      Mortgage Percent x Mortgage Constant
                                     Plus
                     Equity Percent x Equity Dividend Rate
                                    Equals
                         Overall Capitalization Rate

                             .75 x .1079671 = .0809
                                .25 x .09 = .0225
                                 Total = .10340
                                Rounded to .103

Underwriter's Method
In making loan decisions, institutional lenders use a debt coverage ratio 
(DCR), which is the ratio of net operating income to annual debt service. 
This measure of constraint is frequently used by institutional lenders, 
who are general fiduciaries.  They manage and lend the money of others, 
including depositors and policy holders.  Because of the fiduciary
responsibility, institutional lenders

                                                      Robert M. McSherry, MAI


are particularly sensitive to the safety and profit and are anxious to 
avoid default and possible foreclosure.  Consequently, when they underwrite 
income property loans, institutional lenders try to provide a cushion 
so that the borrower will be able to meet the debt service obligations 
on the loan even if the building income declines.

The debt coverage ratio may also be used to estimate the overall
capitalization rate by multiplying the ratio by the mortgage loan constant
(RM) and the loan-to-value ratio (M).  The debt coverage ratio, mortgage loan
constant, and loan-to-value ratio have already been determined to be 1.20,
 .1079671 and .75, respectfully.  The formula for derivation of an overall
capitalization rate from debt coverage ratio is as follows:

                         RO  = DCR x RM x M
                         RO  = 1.20 X .1079671 X .75
                         RO  = .0971
                         R/T = .097

Review of the three (3) improved property sales contained within this 
report have indicated an Overall Capitalization Rate from a low of 9.96% 
to a high of 11.6%. These indicated Overall Capitalization Rates which 
have been derived from available market data indicates the rate chosen 
for the capitalization of the net income into an indication of value based 
upon stabilized income of 10.5% is reflective of current industry attitudes 
and is considered appropriate with respect to this particular appraisal 
assignment.

                                                      Robert M. McSherry, MAI


Conclusion
Based on the available information we have concluded that a 10.5% is 
the most appropriate capitalization rate which is derived from the actual 
band of investments method and supported by the Underwriter's Method and 
available market data.  The location of the subject has also been considered. 
Thus:

                  NET OPERATING INCOME     
                  --------------------       =      VALUE
              OVERALL CAPITALIZATION RATE

                     $220,270.00             
                  --------------------       =      $2,097,809.00
                       .105

INDICATED VALUE OF SUBJECT FROM
 INCOME APPROACH (R/T)                              $2,100,000.00

                                                      Robert M. McSherry, MAI


                      DISCOUNTED CASH FLOW ANALYSIS

The subject property will require a period in excess of one year to achieve 
stabilized net income.  In order to provide an estimate of the present 
value of the improvements upon completion but prior to achieving stabilized 
net operating income, the discounting process is utilized.

The income stream generated by the subject until stabilized income is
reached is discounted into an estimate of present value and the reversionary 
value of the improvements as estimated upon achieving a stabilized net 
income is also discounted to present worth.  The market indicates a discount 
rate of 11 % to be appropriate to be utilized in discounting the income 
and reversion and this is based on current rates of return on alternate 
investments and the risk associated with the subject.

                                                      Robert M. McSherry, MAI


Present Worth of Income Stream

     Year One:     $175,750.00 x .900901 =               $  158,333.00
     Year Two:     $220,270.00 x .811622 =               $  178,775.00

Total Present Value of Income Stream                     $  337,108.00

Present Worth of Reversion

     $2,100,000.00 x .811622                             $1,704,406.00

Summation:

     Present Worth of Income Stream                      $  337,108.00
     Present Worth/Reversion                             $1,704,406.00
Total                                                    $2,041,514.00

INDICATED VALUE OF SUBJECT FROM
 INCOME APPROACH/DISCOUNTED
 CASH FLOW                                               $2,040,000.00

                                                      Robert M. McSherry, MAI



                         RECONCILIATION AND FINAL VALUE

The three approaches to value have indicated the following value estimates 
of the property being appraised:

          COST APPROACH TO VALUE              $2,140,000.00

          MARKET APPROACH TO VALUE            $2,150,000.00

          INCOME APPROACH TO VALUE
           OVERALL CAPITALIZATION RATE        $2,100,000.00
           DISCOUNTED CASH FLOW
            ANALYSIS                          $2,040,000.00

The subject property is proposed construction and only preliminary plans 
and specifications have been provided this appraiser in order to complete 
the Cost Approach to Value.  Costs are extremely difficult to estimate 
and no two competent contractors will ever agree on the actual cost to 
construct a property.  However, this appraiser has utilized reliable sources 
including the Marshall Valuation Service Cost Manual as well as actual 
construction costs affecting a similar type property in order to complete 
the Cost Approach to Value and this approach is considered reflective 
of the cost new of the subject property.

The subject property is considered an income producing and has been valued 
based on it being a Going Concern.  The property is under competent ownership 
and will have excellent management in place and the utilization of the 
Going Concern concept is considered appropriate with respect to this
particular appraisal problem.  Accordingly, the Indicated Value of the
Property based on stabilized net income being generated at the end of the
second year is

                                                      Robert M. McSherry, MAI


considered the best available indicator of it's current Market Value 
and has been accorded the greatest credence in the final analysis.
Based on the data contained within this report, other in-file data, and 
this appraiser's review and analysis of said data, it is our opinion that 
the proposed property identified as the 21 Unit Assisted Care and 4 Unit 
Efficiency Assisted Care Facility all located on Germantown Road within 
the corporate limits of Minden, Webster Parish, Louisiana was estimated 
to have a Market Value, as of September 8, 1998, but subject to completion 
according to plans and specifications utilizing quality materials and 
workmanship throughout and also subject to the other conditions contained 
within this report, and based upon Stabilized Net Operating Income, of:

                  TWO MILLION ONE HUNDRED THOUSAND DOLLARS
                              ($2,100,000.00)
     Allocated:
          Land                                $   50,000.00
          Improvements:                       $1,975,000.00
          Furniture, Fixtures and Equipment   $   75,000.00
          Goodwill of Going Concern                  -0-

The estimated "as is" value is estimated to be, as of September 20, 1998 
and subject to completion within a reasonable period of time, is:

                   TWO MILLION FORTY THOUSAND DOLLARS
                           ($2,040,000.00)

                                                      Robert M. McSherry, MAI


                               ADDENDA

                                                      Robert M. McSherry, MAI



                       APPRAISER'S CERTIFICATION


I certify that, to the best of my knowledge and belief....

(1)   The statements of fact contained in this report are true and correct.

(2)   The reported analyses, opinions, and conclusions are limited only 
      by the report assumptions and limiting conditions, and are my personal, 
      unbiased professional analyses, opinion and conclusions.

(3)   I have no present or prospective interest in the property that is 
      the subject of this report, and I have no personal interest or bias with
      respect to the parties involved.

(4)   My compensation is not contingent upon the reporting of a predetermined 
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event.

(5)   My analyses, opinions, and conclusions were developed, and this report 
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice.

(6)   I have made a personal inspection of the property that is the subject 
      of this report and all rent comparables.

(7)   No one provided significant professional assistance to the person 
      signing this report.

(8)   The reported analyses, opinions, and conclusions were developed, 
      and this report has been prepared, in conformity with the requirements 
      of the Code of Professional Ethics and the Standards of Professional
      Practice of the American Institute of Real Estate Appraisers.

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

(10)  I am not currently certified under the voluntary continuing education 
      program of the American Institute of Real Estate Appraisers.

                                                      Robert M. McSherry, MAI



(11)  I certify that the use of this report is subject to the requirements 
      of the Appraisal Institute relating to review by its duly authorized 
      representatives.


Estimated Market Value:                 /S/ROBERT M MCSHERRY
$2,100,000.00                           ------------------------
                                        Robert M, McSherry, MAI
                                        LA State Certified General Real Estate
                                        Appraiser No. G0891

Allocated:

     Land                        $   50,000.00
     Improvements                $1,975,000.00
     Furniture, Fixtures and
      Equipment                  $   75,000.00
     Goodwill of Going
      Concern                            -0-


As Of:  September 2O, l998

                                                      Robert M. McSherry, MAI



                QUALIFICATIONS OF ROBERT M. MC SHERRY, MAI

EDUCATIONAL BACKGROUND AND TRAINING:

Graduate of Louisiana State University, Baton Rouge, Louisiana, Bachelor 
of Science Degree in Business Administration with a Major in Finance.

     Real Estate Appraisal Course 1-A, Basic Fundamentals, Methods and
     Techniques, 1974, AIREA

     Real Estate Appraisal Course 1-B, Capitalization, 1975, AIREA

     Real Estate Appraisal Course VIII, Single-Family Residential Appraisal,
     1974, AIREA

     Real Estate Appraisal Course II, Techniques and Application, 1976 and
     1980, AIREA

     Real Estate Appraisal Course III, Rural Properties, 1979

     Real Estate Appraisal "Industrial Valuation" Course, 1984

     Seminar: R-41C - New Orleans, Louisiana, AIREA, 1978

     "Standards of Professional Practice" Course, AIREA, 1987

     "Capitalization Theory and Techniques, Part A" Course, AIREA, 1987

     "Standards of Professional Practice" Course, Appraisal Institute, 1992

     "Advanced Level Finance I & II", 1997

     "Risk Management/Ethics/Fair Housing", 1997

     "How to Value Louisiana Timberland", 1997

     "Uniform Standards of Professional Appraisal Practice" Seminar, 1997

PROFESSIONAL EXPERIENCE

     Real Estate Broker, State of Louisiana (1971)

     Monroe Redevelopment Agency, Monroe, Louisiana (1971)

                                                      Robert M. McSherry, MAI

 
     Ford, Bacon & Drive Construction and Engineering Company, Monroe,
     Louisiana (1972)

     Mississippi power and Light Company, Jackson, Mississippi (1973-1976)

     Cameron-Brown South, Inc., Mortgage Bankers, Baton Rouge, Louisiana
     (1976-1977)

     Real Estate Appraiser, Monroe, Louisiana (1978-1985)

     Real Estate Appraiser, Baton Rouge, Louisiana and Jackson, Mississippi 
     (1985-Present)

PROFESSIONAL MEMBERSHIPS:

     Residential Member, American Institute of Real Estate Appraisers,
     Certification Number 1040

     Licensed Real Estate Broker, State of Louisiana

     Fee Inspector for the Louisiana Homeowners Warranty Corporation

     FNMA Approved Level III Appraiser, Number 1027135

     Member, American Institute of Real Estate Appraisers - MAI Designation
     (1981), Number 6291

     Certified Licensed General Appraiser, State of Louisiana, Number 0891

                                                      Robert M. McSherry, MAI



                                    PHOTOGRAPHS


                                                      Robert M. McSherry, MAI


            [PHOTOGRAPH VIEW LOOKING EAST DOWN COOPER LAKE ROAD]


            [PHOTOGRAPH VIEW LOOKING WEST DOWN COOPER LAKE ROAD]



                     [PHOTOGRAPH OF SUBJECT PROPERTY]


                     [PHOTOGRAPH OF SUBJECT PROPERTY]


                     [PHOTOGRAPH OF SUBJECT PROPERTY]




                                Floor Plans




                    [FLOOR PLAN OF THE BASTROP FACILTY]