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                                                                   Exhibit 10.61

            First Amendment to Operating Deficit Guaranty Agreement
                                (ARV Guarantor)


               THIS FIRST AMENDMENT TO OPERATING DEFICIT GUARANTY AGREEMENT
(this "First Amendment") is made as of January 16, 2001 by and among Lansing
Housing Partners Limited Dividend Housing Association Limited Partnership, a
California limited partnership (the "Project Partnership"), ARV Investment
Group, Inc., a California corporation (the "Withdrawing General Partner") and
the following parties, which are referred to as the "Guarantor": ARV Assisted
Living Inc., a Delaware corporation, successor in interest to ARV Housing Group,
Inc., a California corporation, and Gary L. Davidson, John A. Booty and David P.
Collins, each an individual.

               The Project Partnership, the Withdrawing General Partner and
Guarantor have entered into that certain Operating Deficit Guaranty Agreement
dated as of September 29, 1994 (the "Guaranty Agreement"). The parties to the
Guaranty Agreement wish to amend the Guaranty Agreement regarding the withdrawal
of the Withdrawing Partner as general partner of the Project Partnership and the
admission of a new general partner, and certain other matters, and to reaffirm
the Guaranty Agreement in light of the Fourth Amendment to Amended and Restated
Agreement of Limited Partnership dated as of January 16, 2001 (the "Partnership
Amendment").

               Capitalized terms used herein have the same meanings as set forth
in the Guaranty Agreement, unless specifically defined herein.

               1. The definition of "Guaranty Period", which appears in the
third Recital Paragraph of the Guaranty Agreement, is hereby amended to read in
full as follows:

                      "Guaranty Period" means the period commencing on the date
                      which is the later to occur of Completion or the
                      Break-Even Date and ending as of the date hereof."

               2. Section 1 of the Guaranty Agreement is hereby amended to read
in its entirety as follows:

                             "1. The Guarantor hereby covenants and agrees to
                      pay (not lend) to the Project Partnership (a) any funds
                      required to fund Operating Deficits incurred by the
                      Project Partnership during the Guaranty Period and (b) an
                      amount equal to all of the obligations of the Withdrawing
                      General Partner pursuant to Section 10 of the Partnership
                      Amendment. Such payments shall be final with no right of
                      repayment."

               3. The parties hereto hereby acknowledge and approve the
Partnership Amendment, and, except as specifically amended hereby, ratify and
reaffirm the Guaranty Agreement.

               4. This First Amendment may be executed in multiple counterparts,
all of which together constitute one and the same instrument.



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               IN WITNESS WHEREOF, the parties have executed this First
Amendment as of the day and year above written.

GUARANTOR:                           PROJECT PARTNERSHIP:

                                     Lansing Housing Partners Limited Dividend
------------------------------       Housing Association Limited Partnership,
Gary L. Davidson                     a California limited partnership

                                     By:   Eenhoorn GP - Lansing, LLC,
------------------------------             a Michigan limited liability company,
John A. Booty                             its general partner


                                         By:
------------------------------              ------------------------------------
David P. Collins                               Name:
                                                    ----------------------------
                                                Title:
                                                      --------------------------


ARV Assisted Living Inc.,            WITHDRAWING GENERAL PARTNER
a Delaware corporation
                                     ARV Investment Group, Inc.,
                                     a California corporation
By:
   ---------------------------
    Name:
         ---------------------
    Title:                           By:
          --------------------          ----------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------
Agreed to and accepted:

Eenhoorn GP - Lansing, LLC,
a Michigan limited liability company


    By:
       ----------------------
        Name:
             ----------------
        Title:
              ---------------


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