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                                                                   Exhibit 10.62

    First Amendment to Tax Credit Reduction and Recapture Guaranty Agreement
                                (ARV Guarantor)


               THIS FIRST AMENDMENT TO TAX CREDIT REDUCTION AND RECAPTURE
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
Assisted Living, 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 Tax Credit Reduction and Recapture
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 Withdrawing General 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. Section 1 of the Guaranty Agreement is hereby deleted in its
entirety and the following is substituted therefor:

                             "1. The Guarantor hereby covenants that it will
                      pay, in accordance with the terms and conditions of
                      Exhibit J to the Contribution Agreement, Consequences of
                      Tax Benefit Reductions, which Exhibit J is incorporated
                      herein by this reference ("Exhibit J"), all obligations of
                      the Guarantor arising by reason of any and all events
                      occurring or circumstances existing up to and including
                      the date hereof which result in an obligation to fund any
                      amounts under Exhibit J. Any payment made pursuant to this
                      Paragraph 1 shall be made in fulfillment of the
                      obligations of the Guarantor to the Investor Limited
                      Partner hereunder, and shall be made without any right of
                      repayment."

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



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

                                  [SIGNATURES ON NEXT PAGE]


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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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