RESTRICTIVE COVENANT AGREEMENT
THIS RESTRICTIVE COVENANT AGREEMENT ("Agreement") is made effective as of this 1st day of
November, 1999, by and between Regent Assisted Living, Inc., an Oregon corporation (the "Company"), and
Dale J. Zulauf (the "Officer").
A. The Company is principally engaged in the business of owning, operating and developing assisted living
communities (the "Business").
B. Pursuant to that certain resolution of the Company's Board of Directors dated to be effective November 1,
1999, Officer has been granted an option to purchase 78,000 shares of the Company's common stock (the
"Option") through the Regent Assisted Living, Inc. 1995 Stock Incentive Plan adopted August 28, 1995 (the
"Plan"), on the terms and subject to the conditions of the Incentive Stock Option Agreement dated the date
hereof (the "Option Agreement") between the Company and the Officer.
C. As of this date, Officer has commenced employment with the Company pursuant to the Employment
Agreement dated this date (the "Employment Agreement") between the Company and the Officer. As an
employee of the Company pursuant to the Employment Agreement, the Officer is expected to obtain extensive
knowledge of the operations and financial condition of the Business, as well as strong contacts and relationships
with the Company's suppliers, customers and employees.
D. The Company is unwilling to enter into the Option Agreement or the Employment Agreement unless the
Officer agrees to be bound by the terms of this Agreement.
E. To induce the Company to enter into the Option Agreement and the Employment Agreement, the Officer
desires to execute this Agreement and to be bound by the terms hereof.
NOW, THEREFORE, in consideration of the covenants and mutual agreements set forth herein and other good
and valuable consideration, including Purchaser's execution and delivery of the Option Agreement and the
Employment Agreement, the receipt and sufficiency of which are hereby acknowledged, the part