[Form of 2/23 Closing Purchase Agreement]




                                  EXHIBIT 10.1


                               PURCHASE AGREEMENT


     This Purchase Agreement (this "Agreement"),  dated as of February 18, 2004,
is by and among LTC Properties,  Inc., a Maryland  corporation  (the "Company"),
each Purchaser listed under the heading "Direct Purchasers" on Schedule A (each,
a  "Direct  Purchaser"),  each  Investment  Adviser  listed  under  the  heading
"Investment  Advisers" on the  signature  pages  hereto  (each,  an  "Investment
Adviser")  who are entering into this  Agreement on behalf of themselves  (as to
paragraph  5 of  this  Agreement)  and  those  Purchasers  which  are a fund  or
individual or other investment advisory client of such Investment Adviser listed
under  their  respective  names on  Schedule  B  (each,  a  "Client"),  and each
Broker-Dealer  listed on Schedule C (each, a "Broker-Dealer")  which is entering
into this  Agreement on behalf of itself (as to  paragraph 6 of this  Agreement)
and those  Purchasers  which are customers for which it has power of attorney to
sign listed under their  respective  names on Schedule C (each,  a  "Customer").
Each of the Customers,  Direct  Purchasers and Clients are referred to herein as
individually, a "Purchaser" and collectively, the "Purchasers."

     WHEREAS,  the  Purchasers  desire to  purchase  from the  Company (or their
Investment  Advisers and Broker-Dealers  desire to purchase on their behalf from
the Company),  and the Company  desires to issue and sell to each  Purchaser the
number  of  shares  of  beneficial  interest  of the  Company's  8.0%  Series  F
Cumulative  Preferred Stock, par value $0.01 per share (the "Preferred Shares"),
set forth  opposite  the name of each  Purchaser  on Schedule  A,  Schedule B or
Schedule C, as the case may be.

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the parties hereto agree as follows:

     1.  Purchase  and Sale.  Subject to the terms and  conditions  hereof,  the
Investment  Advisers and the  Broker-Dealers  (on behalf of Purchasers which are
Clients and Customers,  respectively)  and the other Purchasers hereby severally
and not jointly  agree to purchase from the Company,  and the Company  agrees to
issue and sell to the  several  Purchasers  the number of  Preferred  Shares set
forth next to such  Purchaser's name on Schedule A, Schedule B or Schedule C, as
the case may be, at a price per share of $25.00 for an aggregate purchase amount
in an amount  set forth on  Schedule  D hereof  (the  "Purchase  Price")  at the
Closing (as defined below).

     2.  Representations and Warranties of Purchaser.  Each Purchaser represents
and warrants with respect to itself that:

     (a) Due Authorization. Such Purchaser has full power and authority to enter
into this Agreement and is duly  authorized to purchase the Preferred  Shares in
the amount set forth  opposite its name on Schedule A, Schedule B or Schedule C,
as the case may be. This  Agreement has been duly  authorized by such  Purchaser
and  duly  executed  and  delivered  by or on  behalf  of such  Purchaser.  This
Agreement  constitutes a legal,  valid and binding  agreement of such Purchaser,
enforceable against such Purchaser in accordance with its terms except as may be
limited by (i) the effect of bankruptcy, insolvency, reorganization,  moratorium
or other  similar  laws  relating  to or  affecting  the rights or  remedies  of
creditors  or  (ii)  the  effect  of  general  principles  of  equity,   whether
enforcement is considered in a proceeding in equity or at law and the discretion
of  the  court  before  which  any  proceeding  therefor  may  be  brought  (the
"Enforceability Exceptions").

<PAGE>


     (b)  Prospectus and  Prospectus  Supplement.  Such Purchaser has received a
copy of the Company's Basic Prospectus dated September 12, 2003, the preliminary
prospectus  supplement  dated  February 17, 2004 and the  Prospectus  Supplement
dated February 18, 2004 (each as defined below).

     (c) Ownership of Excess Shares of Capital Stock.  As of the date hereof and
after giving effect to the  transaction  contemplated  hereby,  such  Purchaser,
together  with  its  subsidiaries  and  affiliates,  does  not own  directly  or
indirectly  more than 9.8% in  number  of  shares  or value,  whichever  is more
restrictive,  of any class or series of the issued and outstanding capital stock
of the Company.  Purchaser  expressly  acknowledges  that the  provisions of the
Company's Articles of Incorporation, as amended or supplemented (the "Charter"),
in general,  and the Articles  Supplementary  relating to the  Preferred  Shares
("Articles Supplementary"),  in particular,  prohibit the ownership by Purchaser
(together with its subsidiaries  and affiliates)  directly or indirectly of more
than 9.8% of the number of issued and outstanding  Preferred Shares and not more
than 9.8% of the number of issued and  outstanding  shares of any other class or
series of the Company's  capital stock and, in the event  Purchaser's  Preferred
Shares acquired pursuant to this Agreement or otherwise constitute Excess Shares
(as  defined in the  Charter),  the Company  may  repurchase  such number of the
Purchaser's  Preferred  Shares  on  the  terms  set  forth  in the  Charter  and
referenced in the Articles  Supplementary  as is necessary to cause Purchaser to
thereafter not own any Excess Shares.

     3.  Representations  and Warranties of Company.  The Company represents and
warrants that:

     (a) The  Company  meets  the  requirements  for use of Form S-3  under  the
Securities  Act of 1933,  as  amended  (the  "Act")  and meets the  requirements
pursuant to the standards for such Form as were in effect  immediately  prior to
October 21, 1992.  The Company's  Registration  Statement (as defined below) was
declared  effective by the SEC (as defined below) and the Company has filed such
post-effective  amendments thereto as may be required under applicable law prior
to the execution of this Agreement and each such post-effective amendment became
effective.  The SEC has not issued, nor to the Company's knowledge,  has the SEC
threatened  to issue or  intends  to issue,  a stop  order  with  respect to the
Registration  Statement,  nor  has  it  otherwise  suspended  or  withdrawn  the
effectiveness  of the  Registration  Statement  or to the  Company's  knowledge,
threatened to do so, either  temporarily or  permanently,  nor, to the Company's
knowledge,  does it intend to do so. On the  effective  date,  the  Registration
Statement complied in all material respects with the requirements of the Act and
the rules and regulations promulgated under the Act (the "Regulations");  at the
effective  date the Basic  Prospectus (as defined  below)  complied,  and at the
Closing the Prospectus (as defined below) will comply,  in all material respects
with  the  requirements  of the  Act  and the  Regulations;  each  of the  Basic


                                       2
<PAGE>

Prospectus  and the  Prospectus  as of its date and at the Closing Date did not,
does not and will not contain an untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading;  provided,  however, that the representations
and warranties in this subsection  shall not apply to statements in or omissions
from the  Prospectus  made in reliance upon and in conformity  with  information
furnished  to the  Company in writing by or on behalf of any of the  Purchasers,
Cohen & Steers  Capital  Advisors,  LLC, in its  capacity as  placement  advisor
("Placement  Advisor"),  any Investment  Advisers or  Broker-Dealers,  or any of
their  respective  affiliates,  expressly for use in the Prospectus.  As used in
this Agreement,  the term "Registration  Statement" means the shelf registration
statement  on Form S-3 (File  No.  333-106555),  as  amended  by  Post-Effective
Amendment No. 1 thereto,  as declared  effective by the  Securities and Exchange
Commission (the "SEC"), including exhibits, financial statements,  schedules and
documents  incorporated by reference therein.  The term "Basic Prospectus" means
the  prospectus  included  in the  Registration  Statement,  as  amended,  or as
supplemented  and  filed  with the SEC  pursuant  to Rule 424  under  the Act in
connection with the sale of the Preferred Shares hereunder. The term "Prospectus
Supplement"  means  the  prospectus  supplement  specifically  relating  to  the
Preferred  Shares as to be filed with the SEC pursuant to Rule 424 under the Act
in  connection  with  the  sale of the  Preferred  Shares  hereunder.  The  term
"Prospectus"  means the Basic  Prospectus  and the Prospectus  Supplement  taken
together.  The term  "preliminary  prospectus"  means  any  form of  preliminary
prospectus  used in  connection  with the  marketing  of the  Preferred  Shares,
including the preliminary  prospectus  supplement  dated as of February 17, 2004
and the Basic Prospectus used with any such preliminary prospectus supplement in
connection  with the  marketing of the Preferred  Shares.  Any reference in this
Agreement to the  Registration  Statement,  the  Prospectus  or any  preliminary
prospectus shall be deemed to refer to and include the documents incorporated by
reference  therein as of the date  hereof or the date of the  Prospectus  or any
preliminary  prospectus  as the case may be,  and any  reference  herein  to any
amendment or supplement to the  Registration  Statement,  the  Prospectus or any
preliminary  prospectus  shall be deemed to refer to and include  any  documents
filed after such date and through the date of such amendment or supplement under
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and so
incorporated by reference.

     (b) Since  the date as of which  information  is given in the  Registration
Statement and the Prospectus,  except as otherwise stated therein, (i) there has
been no material  adverse change or any  development  which could  reasonably be
expected to give rise to a prospective  material  adverse change in or affecting
the condition,  financial or otherwise, or in the earnings, business affairs or,
to  the  Company's  knowledge,   business  prospects  of  the  Company  and  the
subsidiaries  of the  Company,  if any (the  "Subsidiaries")  considered  as one
enterprise,  whether or not arising in the  ordinary  course of  business,  (ii)
there  have  been no  transactions  entered  into by the  Company  or any of its
Subsidiaries,  other than those in the ordinary  course of  business,  which are
material  with  respect to the Company and its  Subsidiaries  considered  as one
enterprise,  and (iii) other than regular quarterly dividends, there has been no
dividend or  distribution  of any kind declared,  paid or made by the Company on
any class of its shares of equity securities.


                                       3
<PAGE>

     (c) The Company has been duly  organized  as a  corporation  and is validly
existing in good standing  under the laws of the State of Maryland.  Each of the
Subsidiaries  of the Company has been duly organized and is validly  existing in
good standing under the laws of its  jurisdiction of  organization.  Each of the
Company and its  Subsidiaries  has the required  power and  authority to own and
lease its properties and to conduct its business as described in the Prospectus;
and each of the  Company  and its  Subsidiaries  is duly  qualified  to transact
business in each jurisdiction in which such  qualification is required,  whether
by reason of the  ownership  or leasing of property or the conduct of  business,
except where the failure to so qualify would not have a material  adverse effect
on the condition,  financial or otherwise, or the earnings, business affairs or,
to  the  Company's  knowledge,   business  prospects  of  the  Company  and  its
Subsidiaries considered as one enterprise.

     (d) As of the date  hereof,  the  authorized  capital  stock of the Company
consisted of 35,000,000  shares of Common Stock,  par value $0.01 per share (the
"Common Stock"),  and 15,000,000  shares of Preferred Stock, par value $0.01 per
share,  of which  18,002,443  shares of Common Stock,  1,838,520  shares of 9.5%
Series A Cumulative Preferred Stock (the "Series A Preferred Shares"), 1,988,000
shares of 9.0%  Series B  Cumulative  Preferred  Stock (the  "Series B Preferred
Shares"),  2,000,000  shares of 8.5% Series C Cumulative  Convertible  Preferred
Stock  (the  "Series  C  Preferred  Shares"),  no  shares  of  Series  D  Junior
Participating  Preferred  Stock (the "Series D Preferred  Shares") and 2,200,000
8.5% Series E Cumulative  Convertible  Preferred  Stock (the "Series E Preferred
Shares") are issued and  outstanding  as of such date (without  giving effect to
any preferred shares issued or to be issued as contemplated by this Agreement or
the  application  of the  proceeds  of the  offering  contemplated  hereby)  and
6,933,480 preferred shares are authorized and unissued of which 4,000,000 shares
will be designated as Preferred Shares. The issued and outstanding shares of the
Company  have been duly  authorized  and  validly  issued and are fully paid and
non-assessable;  the Preferred Shares have been duly authorized, and when issued
in accordance  with the terms of the Articles  Supplementary  (as defined below)
and delivered as contemplated  hereby,  will be validly  issued,  fully paid and
non-assessable;  the Preferred  Shares,  the Common Stock and the Series A, B, C
and E Preferred Stock of the Company conform to all statements  relating thereto
contained in the  Prospectus;  and the issuance of the  Preferred  Shares is not
subject to preemptive or other similar rights.

     (e) Neither the Company nor any of its  Subsidiaries is in violation of its
organizational  documents or in default in the  performance or observance of any
obligation, agreement, covenant or condition contained in any material contract,
indenture,  mortgage,  loan  agreement,  note,  lease  or  other  instrument  or
agreement to which the Company or any of its Subsidiaries is a party or by which
it or any of them are bound,  or to which any of the  property  or assets of the
Company or any of its  Subsidiaries  is subject,  except where such violation or
default would not have a material adverse effect on the condition,  financial or
otherwise,  or the earnings,  business  affairs or, to the Company's  knowledge,
business  prospects  of the  Company  and  its  Subsidiaries  considered  as one
enterprise;  and the execution,  delivery and performance of this Agreement, the
execution  and  filing  of the  Articles  Supplementary,  and the  issuance  and
delivery  of the  Preferred  Shares  and the  consummation  of the  transactions
contemplated  herein have been duly authorized by all necessary  action and will
not conflict with or constitute a material breach of, or material default under,
or result in the creation or imposition of any lien,  charge or encumbrance upon
any  material  property  or assets  of the  Company  or any of its  Subsidiaries


                                       4
<PAGE>

pursuant to, any material contract,  indenture,  mortgage, loan agreement, note,
lease or other  instrument  or  agreement  to which  the  Company  or any of its
Subsidiaries is a party or by which it or any of them are bound, or to which any
of the property or assets of the Company or any of its  Subsidiaries is subject,
nor will any such  action  result  in any  violation  of the  provisions  of the
Articles of  Incorporation  of the Company,  as amended and  supplemented by the
Articles Supplementary, by-laws or other organizational documents of the Company
or  any  of  its   Subsidiaries  or  any  law,   administrative   regulation  or
administrative or court decree applicable to the Company.

     (f) The  Company is  organized  in  conformity  with the  requirements  for
qualification  and, as of the date hereof and as of the  Closing,  operates in a
manner that qualifies it as a "real estate  investment trust" under the Internal
Revenue Code of 1986, as amended,  and the rules and regulations  thereunder and
will be so qualified after giving effect to the sale of the Preferred Shares.

     (g) The  Company is not  required  to be  registered  under the  Investment
Company Act of 1940, as amended.

     (h) No legal or  governmental  proceedings are pending to which the Company
or any of its Subsidiaries is a party or to which the property of the Company or
any of its  Subsidiaries  is subject  that are  required to be  described in the
Registration  Statement or the Prospectus and are not described therein,  and no
such  proceedings  have  been  threatened  against  the  Company  or  any of its
Subsidiaries  or with  respect to any of their  respective  properties  that are
required to be described in the Registration Statement or the Prospectus and are
not described therein.

     (i) No  authorization,  approval  or consent of or filing with any court or
United States federal or state governmental  authority or agency is necessary in
connection with the sale of the Preferred Shares  hereunder,  except (i) such as
may be required  under the Act or the  Regulations or state  securities  laws or
real estate  syndication laws and (ii) the filing of the Articles  Supplementary
as set forth in paragraph (l) below.

     (j) The Company and its Subsidiaries possess such certificates, authorities
or permits  issued by the  appropriate  state,  federal  or  foreign  regulatory
agencies or bodies  necessary  to conduct the  business  now  conducted by them,
except  where the failure to possess  such  certificates,  authority  or permits
would  not  have a  material  adverse  effect  on the  condition,  financial  or
otherwise,  or the earnings,  business  affairs or, to the Company's  knowledge,
business  prospects  of the  Company  and  its  Subsidiaries  considered  as one
enterprise.  Neither the Company nor any of its  Subsidiaries  has  received any


                                       5
<PAGE>

notice of  proceedings  relating to the revocation or  modification  of any such
certificate,  authority  or permit  which,  singly or in the  aggregate,  if the
subject of an  unfavorable  decision,  ruling or finding,  would  materially and
adversely  affect  the  condition,  financial  or  otherwise,  or the  earnings,
business  affairs or, to the  Company's  knowledge,  business  prospects  of the
Company and its Subsidiaries considered as one enterprise, nor, to the knowledge
of the Company, are any such proceedings threatened or contemplated.

     (k) The Company has full power and authority to enter into this  Agreement,
and this  Agreement  has been duly  authorized,  executed  and  delivered by the
Company and  constitutes  a legal,  valid and binding  agreement of the Company,
enforceable  against the Company in  accordance  with its terms except as may be
limited by the Enforceability Exceptions.

     (l)  The   Articles   Supplementary,   and  the  filing  of  the   Articles
Supplementary  with the State Department of Assessments and Taxation of Maryland
on behalf of the Company,  have each been duly  authorized  by the Company;  the
Articles  Supplementary  will be filed with the State  Department of Assessments
and  Taxation of  Maryland  on behalf of the Company  prior to the time that any
Preferred  Shares are issued  pursuant to this  Agreement and when so filed will
constitute  a  valid  and  legally   binding   supplement  to  the  Articles  of
Incorporation of the Company  enforceable against the Company in accordance with
its  terms,  except  as  enforceability  may be  limited  by the  Enforceability
Exceptions.

     (m) As of the dates set forth therein or  incorporated  by  reference,  the
Company  had  good and  marketable  title to all of the  properties  and  assets
reflected  in the audited  financial  statements  contained  in the  Prospectus,
subject to no lien, mortgage, pledge or encumbrance of any kind except (i) those
reflected in such financial  statements,  (ii) as are otherwise described in the
Prospectus,  (iii)  as do not  materially  adversely  affect  the  value of such
property or interests  or interfere  with the use made or proposed to be made of
such property or interests by the Company and each of its  Subsidiaries  or (iv)
which constitute customary provisions of mortgage loans secured by the Company's
properties  creating  obligations of the Company with respect to proceeds of the
properties,  environmental  liabilities and other customary  protections for the
mortgagees.

     (n) Neither the issuance, sale and delivery of the Preferred Shares nor the
application  of  the  proceeds  thereof  by  the  Company  as  described  in the
Prospectus will cause the Company to violate or be in violation of Regulation T,
U or X of the Board of  Governors  of the  Federal  Reserve  System or any other
regulation of such Board of Governors.

     (o) The  statements  set forth in the Basic  Prospectus  under the  caption
"Description of Preferred  Stock" and the statements set forth in the Prospectus
Supplement  under  the  caption  "Description  of Our  Capital  Stock--Series  F
Preferred  Stock,"  in  each  case,  in so far as  such  statements  purport  to
summarize  provisions of laws or documents  referred to therein,  are correct in
all  material  respects  and  fairly  present  the  information  required  to be
presented therein.


                                       6
<PAGE>

     4. Representation and Warranties of the Investment Advisers.  To induce the
Company to enter into this  Agreement,  each of the Investment  Advisers  hereby
represents and warrants that:

     (a) It is an  investment  adviser  duly  registered  with the SEC under the
Investment Advisers Act of 1940.

     (b) It has been duly  authorized to act as investment  adviser on behalf of
each Client on whose behalf it is signing this  Agreement (as  identified  under
the name of such  Investment  Adviser  on  Schedule  B hereto)  and has the sole
authority to make the investment decision to purchase Preferred Shares hereunder
on behalf of such Client.

     (c) It has the power and authority to enter into and execute this Agreement
on behalf of each of the Clients listed under its name on Schedule B hereto.

     (d) This Agreement has been duly  authorized,  executed and delivered by it
and,  assuming  it has been  duly  authorized,  executed  and  delivered  by the
Company,  constitutes a legal,  valid and binding  agreement of such  Investment
Adviser,  enforceable  against it in accordance  with its terms except as may be
limited by the Enforceability Exceptions.

     (e) It  has  received  a  copy  of the  Company's  Basic  Prospectus  dated
September 12, 2003 and Prospectus Supplement dated February 18, 2004.

     5.  Representation  and  Warranties  of the  Broker-Dealers.  To induce the
Company to enter into this Agreement, each Broker-Dealer represents and warrants
that:

     (a) It is duly registered and in good standing as a broker-dealer under the
Exchange  Act  and is  licensed  or  otherwise  qualified  to do  business  as a
broker-dealer with the National  Association of Securities Dealers,  Inc. and in
all  states  in  which it will  offer  any  Preferred  Shares  pursuant  to this
Agreement.

     (b) It has delivered a copy of the  Prospectus to each  Purchaser set forth
under its name on Schedule C hereto.

     (c) It has been granted a duly authorized  power-of-attorney to execute and
deliver this  Agreement on behalf of each Customer on whose behalf it is signing
this Agreement (as identified under the name of such Broker-Dealer on Schedule C
hereto) and such power has not been revoked.

     (d) This Agreement has been duly  authorized,  executed and delivered by it
and,  assuming  it has been  duly  authorized,  executed  and  delivered  by the
Company, constitutes a legal, valid and binding agreement of such Broker-Dealer,
enforceable  against it in accordance with its terms except as may be limited by
the Enforceability Exceptions.


                                       7
<PAGE>

     6. Conditions to Obligations of the Parties.  (a) The  Purchasers'  several
obligation  to purchase the  Preferred  Shares shall be subject to the following
conditions having been met:

     (i) the  representations  and  warranties  set  forth in  Section 3 of this
Agreement  shall be true and  correct  with the same  force and effect as though
expressly made at and as of the Closing,

     (ii) the  Purchasers  shall have  received an opinion  from  Ballard  Spahr
Andrews & Ingersoll,  LLP, special Maryland counsel to the Company,  dated as of
the date of the Closing, substantially in the form attached hereto as Exhibit A,

     (iii) the  Purchasers  shall have  received an opinion from Reed Smith LLP,
special securities counsel to the Company,  dated as of the date of the Closing,
substantially  in the form  attached  hereto as  Exhibit B with  respect  to the
matters  covered  therein  and  otherwise  in  form  and  substance   reasonably
acceptable to the Placement Advisor and its counsel,

     (iv) the Placement  Advisor shall have received a comfort letter from Ernst
& Young LLP, dated as of the Closing,  substantially in the form attached hereto
as Exhibit C, and

     (v) on the Closing Date, the Company shall have delivered to the Purchasers
a certificate of the Chief Executive  Officer and Chief Financial Officer of the
Company,  dated  as of  the  Closing  Date,  setting  forth  that  each  of  the
representations and warranties  contained in this Agreement shall be true on and
as of the  Closing  Date as if  made  as of the  Closing  Date  and  each of the
conditions and covenants  contained  herein shall have been complied with to the
extent  compliance is required  prior to Closing,  and shall have delivered such
other  customary  certificates  as the Placement  Advisor shall have  reasonably
requested.

     (b) The Company's  obligation to issue and sell the Preferred  Shares shall
be subject to the following conditions having been met:

     (i) the  representations and warranties set forth in Sections 2, 4 and 5 of
this  Agreement  shall be true and  correct  with the same  force and  effect as
though expressly made at and as of the Closing and

     (ii) the  Settlement  Agent  shall  have  received  payment in full for the
Purchase Price for the Preferred Shares by federal wire of immediately available
funds,  not  less  than  the  aggregate  amount  of  $75,000,000  net  of  fees,
commissions and expenses.

     7. Closing.  Provided that the conditions set forth in Section 6 hereto and
the last  sentence of this  Section 7 have been met or waived at such time,  the
transactions  contemplated  hereby shall be consummated on February 23, 2004, or
at such other time and date as the  parties  hereto  shall agree (each such time
and date of payment and delivery  being  herein  called the  "Closing").  At the
Closing,  settlement  shall occur through  Jefferies & Company,  or an affiliate
thereof, on a delivery versus payment basis through the DTC ID System.


                                       8
<PAGE>

     8. Covenants.  The Company hereby  covenants and agrees that (a) as soon as
practicable,  subject to the Purchasers'  ownership  satisfying the distribution
requirements  for  listing,  the Company  shall apply for listing the  Preferred
Shares  for  trading on the New York Stock  Exchange  ("NYSE")  and will use its
reasonable  best  efforts to obtain  approval  of the NYSE with  respect to such
listing as soon as  practicable  within 30 days after the Closing  Date,  and if
such  approval  is not so  obtained  within  30  days,  to  continue  to use its
reasonable  best  efforts  to  obtain  such  approval  as  soon  as  practicable
thereafter  and (b) subject to all Purchasers  consummating  the purchase of the
Preferred  Shares at the  Closing,  the  Company  will use the  proceeds  of the
offering contemplated hereby as set forth under the caption "Use of Proceeds" in
the Prospectus Supplement.

     9.  Termination.  This  Agreement may be terminated,  and the  transactions
contemplated  hereby may be abandoned,  by written notice  promptly given to the
other parties  hereto,  at any time prior to the Closing by the Company,  on the
one hand, or any Purchaser on the other,  if the Closing shall not have occurred
on or prior to March 1, 2004;  provided that the Company or such  Purchaser,  as
the case may be, shall not be entitled to terminate this  Agreement  pursuant to
this  Section 9 if the  failure  of  Closing  to occur on or prior to such dates
results  primarily  from  such  party  itself  having  materially  breached  any
representation, warranty or covenant contained in this Agreement.

     10. Notices. Except as otherwise herein provided, all statements, requests,
notices and agreements  shall be in writing and, if to the Purchasers,  shall be
sufficient in all respects if delivered or sent by facsimile to  212-446-9181 or
by certified mail to Cohen & Steers Capital Advisors, LLC, 757 Third Avenue, New
York, New York 10017,  Attention:  Bradley Razook, and, if to the Company, shall
be  sufficient  in all respects if delivered or sent to the Company by facsimile
to  805-981-8663  or by  certified  mail to the Company at 22917  Pacific  Coast
Highway, Suite 350, Malibu, CA 90265, Attention: Chief Financial Officer

     11. Governing Law. This Agreement shall be construed in accordance with and
governed by the  substantive  laws of the State of New York,  without  regard to
conflict of laws principles.

     12. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties  hereto with respect to the subject matter hereof and may be
amended only in a writing that is executed by each of the parties hereto.

     13. Counterparts.  This Agreement may be executed in separate counterparts,
each of which shall be deemed an original,  and all of which  together  shall be
deemed to constitute one and the same instrument.  Executed  counterparts may be
delivered by facsimile.

     14.  Construction.  When used herein,  the phrase "to the knowledge of" the
Company  or "known  to" the  Company  or any  similar  phrase  means the  actual
knowledge  of the Chief  Executive  Officer,  Chief  Financial  Officer or Chief
Operating  Officer of the Company and includes the knowledge  that such officers
would have obtained of the matter  represented after reasonable due and diligent
inquiry of those employees of the Company whom such officers  reasonably believe
would have actual knowledge of the matters represented.


                                       9
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Purchase Agreement
to be executed and delivered as of the date first above written.


                              LTC PROPERTIES, INC.


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



                     [Signature Page for Purchase Agreement]



                                       10
<PAGE>



                                 Direct Purchasers


                                 [                            ]




                                 By:
                                     -------------------------------
                                          Name: [                     ]
                                        Title:  [                     ]



                     [Signature Page for Purchase Agreement]


                                       11
<PAGE>

                                 INVESTMENT ADVISERS

                                     [  ] on behalf of itself (solely  with
                                     respect to paragraph 4) and each Client set
                                     forth under its name on Schedule B


                                 By:
                                     ------------------------------------
                                        Name: [         ]
                                        Title:[         ]





                     [Signature Page for Purchase Agreement]



                                       12
<PAGE>





                        CUSTOMERS




                        Each of the Several persons or entities listed under the
                        heading "Account Name" on Attachment [   ] to Schedule
                        C hereto




                        By:    [               ], as agent and attorney-in-fact




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



                             [          ] on behalf of itself and solely with
                             respect to paragraph 5


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


                    [Signature Page for Purchase Agreement]



                                       13
<PAGE>


                                   SCHEDULE A


NAME OF DIRECT PURCHASERS                                NUMBER OF SHARES
[                       ]                            [                       ]


                     [Signature Page for Purchase Agreement]
                               Schedule A - Page 1


<PAGE>


                                   SCHEDULE B


NAME OF INVESTMENT ADVISER                             NUMBER OF SHARES

   [                                      ]

         CLIENTS

           [                                        ]

                    [Signature Page for Purchase Agreement]
                               Schedule B - Page 1

<PAGE>




                                   SCHEDULE C

NAME OF BROKER DEALER:                                          NUMBER OF SHARES
   [                          ]

      Customers for whom it is signing this Agreement as agent and
     attorney-in-fact :

                                                        The amount set forth
                                                        opposite  such name on
     Each of the several persons or entities set forth  Attachment  [  ] to
     under the heading "Account Name" on  Attachment    Schedule C hereto  under
     [  ] to Schedule C hereto                           the  heading   "Amount"
                                                         (in  the  aggregate
                                                         [           ])



                                   SCHEDULE D


                            Aggregate Purchase Amount

$[       ]




                     [Signature Page for Purchase Agreement]
                               Schedule C - Page 1