Exhibit 3.21

             CERTIFICATE OF CONVERSION TO LIMITED LIABILITY COMPANY
                                       OF
                            BRIER OAK ON SUNSET, LLC
                    (A CALIFORNIA LIMITED LIABILITY COMPANY)
                                       TO
                            BRIER OAK ON SUNSET, LLC
                     (A DELAWARE LIMITED LIABILITY COMPANY)

      This Certificate of Conversion to Limited Liability Company, dated as of
July 19, 2004, is being duly executed and filed by Roland Rapp, as an authorized
person, to convert Brier Oak on Sunset, LLC, a California limited liability
company, to Brier Oak on Sunset, LLC, a Delaware limited liability company,
under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, et
seq.).

      1.    Brier Oak on Sunset, LLC was first formed on July 19 2004. The
            jurisdiction of Brier Oak on Sunset, LLC at the time it was first
            formed was California.

      2.    Brier Oak on Sunset, LLC's name immediately prior to the filing of
            this Certificate of Conversion to Limited Liability Company was
            Brier Oak on Sunset, LLC.

      3.    The name of Brier Oak on Sunset, LLC as set forth in its certificate
            of formation is Brier Oak on Sunset, LLC.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Conversion to Limited Liability Company as of the date first written above.

                                         /s/ Roland Rapp
                                         ---------------------------------------
                                         Roland Rapp
                                         Authorized Person




                            CERTIFICATE OF FORMATION

                                       OF

                            BRIER OAK ON SUNSET, LLC

      This Certificate of Formation of Brier Oak on Sunset, LLC, dated as of
July 19, 2004, is being duly executed and filed by Roland Rapp, as an authorized
person, to form a limited liability company under the Delaware Limited Liability
Company Act (6 Del.C. Section 18-101, et. seq.).

      FIRST. The name of the limited liability company formed hereby is Brier
Oak on Sunset, LLC.

      SECOND. The address of the registered office and the name and the address
of the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are
National Registered Agents, Inc., 9 East Loockerman Street, Suite 1B, Dover,
Kent County, Delaware 19901.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                                      /s/
                                         ---------------------------------------
                                         Roland Rapp
                                         Authorized Person