INVESTIGATION AND REPORT

                                      ON

                    PHASE I ENVIRONMENTAL RISK AUDIT (ERA)

                             THE ARBOR OF BASTROP
                      A PROPOSED ASSISTED LIVING CENTER
                        NANCY STREET @  BOSWELL STREET
                             BASTROP, LOUISIANA





                                   FOR:

                          MRS. JOANNE M. CALDWELL
                              507 TRENTON ST.
                           West Monroe, LA 71291
                              (318) 325-5462


                                   BY:

                           KARL M. WALLACE, P.E.
                          ENVIRONMENTAL ENGINEER
                           441 POINT PLACE ROAD
                           DOWNSVILLE, LA 71234
                             (318)-396-2197



                            November 25, 1998



                          KARL M. WALLACE, P.E.
                         ENVIRONMENTAL ENGINEER
                          441 POINT PLACE ROAD
                          DOWNSVILLE, LA 71234
                             (318)-396-2197
                           November 25, 1998



Mrs. Joanne M. Caldwell
507 Trenton St.
West Monroe, LA 71291

Re:    Phase I Environmental Risk Audit (ERA)
       The Arbor of Bastrop
       Nancy Street @ Boswell Street
       Bastrop, LA

A.     SCOPE:

The scope of this Environmental Risk Audit (ERA) consists of a general 
site inspection, review of the site's history, review of Public Records, 
and contacts with people familiar with the site to determine if there 
is any environmental problem or liability.  The site is located in the 
Southeast corner of the intersection of Nancy Street and Boswell Street 
and consists of a 6.00 acre Tract (See Exhibit A for legal description)..

B.     REFERENCES:

B.1    ASTM Standards on Environmental Site Assessments for Commercial 
       Real Estate, E 1527-97 and E 1528-96.

B.2    The following Federal Rules and Regulations:

       1.  Solid Waste Disposal Act (SWDA) of 1976, as amended.

       2.  U. S. Environmental Protection Agency (EPA) Implementing
       Regulations 40 CFR Parts 50, 51, 52 & 61(CAA),Parts 100-149 and
       Parts 240-265.

       3.  Federal Water Pollution Control Act of 1972, as amended.

B.3    The following Louisiana Rules and Regulations:

       1.  La. Administrative Code, Volumes 11 & 12, Air Quality.

       2.  La. Administrative Code, Volume 13, Hazardous Waste.

       3.  La. Administrative Code, Volume 14, Solid Waste, Underground
       Storage Tanks, Water Resources.

       4.  La. Administrative Code, Volume 15, Nuclear Energy.



                                     -2-

C.     INVESTIGATION:

C.1    Mrs. Joanne Caldwell retained this firm to conduct a Phase I
       Environmental Risk Audit (ERA) of subject property before finalizing
       property development.  At the date of this investigation, the site
       contained vegetation consisting of trees with grass cover.  The site
       slopes gently to the South.

C.2    Information relative to the ERA is as follows:

C.2.1  Location: The site investigated is more specifically described 
       in the attached Plat. (See Attachment # 1).

C.2.2  Visual Site Reconnaissance: A visual inspection was performed at 
       the site on November 25, 1998.

C.2.3  Records Search: A records search was conducted on Public Records 
       contained in the Clerk of Court and Tax Assessors Office in the
       Morehouse Parish Courthouse.

C.2.4  Review of Past and Present Land Use: A review was made of aerial 
       photos owned by the Morehouse Parish Natural Resource Conservation
       Service Office, United States Department of Agriculture.  USDA
       employees were interviewed for this report.

C.2.5  Soil Survey: A brief soil survey was conducted on the site to determine
       the suitability of this site to have supported extensive agriculture
       in it's history.

C.3    Adequate data was obtained to construct a current and historical 
       review of the site.

D.     DISCUSSION:

D.1    General: The Environmental Risk Audit (ERA) is an investigation 
       of the site to determine if contaminants are present.

D.1.1  Records Search: Detailed ownership history was studied from the 
       public record including prior use and activities and descriptions of
       the property and adjacent pertinent property.  Property descriptions
       and chain-of-title records were reviewed.  The site has had no major
       agricultural use with records showing woodsland as the primary use.
       Aerial photographs confirm this use of the site.  Interviews with
       public employees confirm the same site usage.

D.1.2  Visual Inspection: Attention was given to readily apparent environmental 
       indicators.  Particular concerns were distressed vegetation, ground
       stains, trash, landfills, noxious odors, depressions, and evidence of
       any below grade tanks or other potential contaminant sources.  None
       were evident.  Contact was made and veification was given by Officials
       of the Louisiana Department of Environmental Quality that no
       enviromental hazards existed on the site.

D.1.3  Soil Suitability for Farming: The site contains a high acid content 
       silt loam soil with up to 5 percent slopes.  This soil can be used for 
       cultivated crops but has many limitations for this use.  It has
       moderate wetness and is moderately well suited for most urban uses; it
       has slight erosion hazard, and low shrink-swell potential.  It should
       be noted that slow permeability and a seasonal high water table due to
       a perched water table above the fragipan will require site drainage for
       winter construction.  It is very likely that the site was used only for
       woodsland.  The likelihood of pesticide and herbicide residues is minor.

 

                                     -3-



D.1.4  Check for Specific Contaminants: The specific contaminants of 
       interest in this report were asbestos, lead-based paint, volatile
       organic compounds such as methyl ethyl ketone, semivolatile organic
       compounds such as o-Cresol, pesticides/herbicides/PCB's such as
       toxaphene, and metals/inorganic compounds such as mercury.  No
       evidence appeared to require specific tests for these contaminants.

E.     CONCLUSION: Based on this investigation, which was performed according
       to generally accepted standards in the profession, the site does not
       appear to have any detectable contaminants.

F.     RECOMMENDATIONS: It is the recommendation of this report that after 
       evaluation of all data, there is no need for further soil or
       groundwater studies or chemical analyses on soil and groundwater
       samples at this site.  The ERA concludes there is no reasonable
       evidence to suggest existing or potential environmental impairment.

G.     LIABILITY:

G.1    This report is not a certification and in no way implies or envokes 
       any warranty or guaranty.

G.2    In as much as the visual inspection of a site requires that certain 
       assumptions be made regarding prior and existing conditions, and
       because some of these assumptions cannot be verified without expending
       great sums of additional money, or destroying otherwise adequate or
       serviceable portions of the site, the Engineer and his agents are not
       liable for claims, damages, losses, and expenses including attorney's
       fees arising out of or resulting from any subsequent discovery of
       contaminants not specifically discussed herein, acts of God, or any
       cause not attributable to Professional Design negligence.


                                    END OF REPORT






KARL M. WALLACE, P.E.
Consulting Engineer
enclos.




         [TOPOGRAPHIC DRAWING OF SUBJECT PROPERTY SHOWING SITE PLAN]