14
                                 EXHIBIT 10.6
                       Revolving Line of Credit Agreement
                                      with
         CNL Health Care Properties, Inc., CNL Health Care Partners, LP
                                       and
                                  Colonial Bank

<PAGE>
                                MASTER REVOLVING
                                 LINE OF CREDIT
                                 LOAN AGREEMENT


         THIS MASTER  REVOLVING LINE OF CREDIT LOAN  AGREEMENT,  dated April 20,
2000 (the  "Master  Loan  Agreement"),  is made by and  between  CNL HEALTH CARE
PROPERTIES,  INC., a Maryland  corporation  and CNL HEALTH CARE PARTNERS,  LP, a
Delaware limited partnership (collectively "Borrower"),  with its offices at 450
S. Orange  Avenue,  Orlando,  Florida  32801-3336,  and  COLONIAL  BANK, a state
chartered  bank  organized and existing  under the laws of the State of Alabama,
with its offices located at 201 East Pine Street,  Suite 701, Orlando,  Florida,
32801 ("Bank").

                                    RECITALS

          A. Borrower has applied to Bank for a  $25,000,000.00  credit facility
to  provide  financing  for  various  loans of  differing  amounts  (hereinafter
individually  referred to as a "Loan" or  collectively  as the  "Loans"),  to be
advanced by Bank pursuant to the terms hereof.

          B.  Borrower  will use the  proceeds of the Loans to acquire  assisted
living  facilities,  independent  congregate care living  facilities and medical
office  buildings  including  skilled nursing beds as part of a larger community
and  related  improvements  or  amenities  ("SLFs"),  which  shall be  leased to
acceptable credit tenants, as herein provided.

          C. Borrower and Bank wish to enter into this Master Loan  Agreement to
provide a format to be effective,  to the extent possible,  with respect to such
Loans as Bank has presently agreed to make or may, in the future, agree to make.

          D. From time to time  Borrower  and Bank  shall  enter  into a Funding
Agreement/Loan Summary for each Loan which shall set forth certain specific loan
information (the "Loan Summaries" or, individually, a "Loan Summary") pertaining
to individual  Loans that may be approved by Bank as provided  herein and agreed
upon between the parties, the terms of which shall be incorporated herein.

          NOW THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby  acknowledged,  Borrower and Bank hereby agree as
follows:

ARTICLE I
                                   Definitions

1.1      For the purposes hereof, for each Loan:

a. "Architect" or "Supervising Architect" means the architect, who will serve as
Borrower's architect,  as identified in the Loan Summary.  Borrower shall retain
an architect who will perform various services in connection with SLFs on behalf
of  Borrower  under  an  Architect's  Contract  (as  hereinafter  defined)  with
Borrower.  Bank's Consultant and Borrower's  supervising  architect shall not be
the same person or firm;

b. "Assisted  Living  Facility" means any Land,  building and related  structure
designed  for  assisted  living  of  residents  with all  related  Improvements,
amenities,  utilities,  parking areas and other facilities  associated therewith
that is managed,  maintained and operated by an entity with  substantial  senior
living facility ownership and management experience.

c.  "Closing  Date"  means the date upon which a Loan is closed  pursuant to the
terms hereof;

d. "Commitment"  means Bank's commitment letter (and all amendments  thereto) to
Borrower,  if any, as described in the Loan Summary, the terms and conditions of
which are incorporated herein by reference,  but in the event of any conflict or
discrepancy  between the terms of this Master Loan Agreement and the Commitment,
the terms of this Master Loan Agreement shall control;

e.  "Consultant"  means the  architectural  or engineering firm which Bank shall
designate  to perform  various  services on behalf of Bank.  The  services to be
performed  by  Bank's  Consultant  include  inspections  of  the  SLFs  and  all
utilities, services, systems or facilities used in conjunction therewith;

f. "Default" means a violation of any term, covenant,  or condition hereunder or
a Default as defined under any of the Loan Documents which remains uncured after
the  expiration  of any  applicable  grace  period or required  notice,  if any,
provided in the Loan Documents;

g.  "Default  Condition"  means  the  occurrence  or  existence  of an  event or
condition  which,  upon the giving of notice or the  passage  of time,  or both,
would constitute a Default;

h. "Financing  Statements" means the UCC financing  statements filed in order to
perfect Bank's lien on certain leases,  contract rights,  personal  property and
fixtures as more particularly described therein;

i. "Governmental  Authorities" means any local,  state, or federal  governmental
agency,  regulatory body or office, or any quasi-govern mental office (including
health and  environmental),  or any  officer  or  official  of any such  agency,
office,  or body whose consent or approval is required as a prerequisite  to the
commencement of the  construction of the  Improvements,  or to the operation and
occupancy of the  Improvements  or the SLF, or to the  performance of any act or
obligation  or the  observance  of any  agreement,  provision  or  condition  of
whatsoever nature herein contained;

j. "Improvements"  means all improvements on the Land (as defined  hereinbelow),
including without limitation the improvements described in the Loan Summary;

k. "Land" means all the real property  upon which an SLF is located,  including,
without limitation,  all improvements and amenities  associated  therewith,  and
shall include all easements,  licenses,  permits,  approvals,  drainage  rights,
impact fee or use credits and all other hereditaments, right, title and interest
associated and used in conjunction with the SLF;

l. "Loan Documents"  means this Master Loan Agreement,  the Note, the Assignment
of  Leases  and  Rents,  the  Agreement  Not  to  Encumber,  and  the  Financing
Statements,  and any other document or writing executed in connection  therewith
or in furtherance thereof;

m.  "Note"  means a  promissory  note dated as of the Closing  Date  executed by
Borrower in favor of Bank  evidencing a particular Loan for a particular SLF, as
well as any  promissory  note or  notes  issued  by  Borrower  in  substitution,
replacement,  extension, future advance, amendment, assumption or renewal of the
Note or any such promissory note or notes;

n. "Operator" means the manager of an SLF under an operating agreement.

o.  "Operating  Agreement"  means an agreement  between a tenant under a Primary
Lease and a licensed management company experienced in the management of SLFs to
the reasonable satisfaction of Bank.

p. "Permitted Encumbrances" means those liens, encumbrances,  easement and other
matters specified in the Agreement Not to Encumber as "Permitted Encumbrances";

q. "Plans" means plans and specifications  for the Improvements  prepared by the
Architect and identified by Bank, and including such  amendments  thereto as may
from time to time be made by Borrower and approved by Bank.

r. "Primary  Lease" means a valid,  binding  executed and existing lease for the
use of a SLF which is for an  initial  term of more than  three (3) years and is
entered into between  Borrower and either (i) a tenant who is an experienced SLF
manager  which is deemed  to be  creditworthy  by the Bank or (ii) a tenant  who
retains an  experienced  Operator  pursuant to an Operating  Agreement  and such
other terms as are acceptable to Bank and Bank counsel.

s. "Title  Policy" means the owner's title policy  meeting the  requirements  of
this Master Loan Agreement.

ARTICLE II
                        Line of Credit Guidance Facility


2.1 Loan Facility. Upon the execution of this Master Loan Agreement, and subject
to the terms  hereof,  the Bank has agreed to provide a credit  facility  to the
Borrower in an amount up to a maximum of $25,000,000.00 (the "Master Facility").
Borrower hereby  acknowledges  and agrees that the execution of this Master Loan
Agreement  does not obligate Bank to make a future Loan for any specific  future
SLF or any  other  loans,  and  that  any  future  request  by  Borrower  for an
additional Loan for a new SLF shall be made or denied by Bank in the exercise of
its sole  discretion.  Such decision may not be based on any specific  financial
performance  or other  criteria of  Borrower,  or an SLF,  or by prior  actions,
agreements  or loans by Bank to  Borrower.  Bank shall  retain full and complete
discretion to review and approve or disapprove  future loan requests  under this
Master Loan Agreement as and when such requests are made by Borrower. Bank shall
make any decisions on future requests for a Loan for a future SLF, if any, based
solely upon its own underwriting and other decision making processes. Borrower's
proper compliance with the Loan Documents (including,  without limitation,  this
Master Loan Agreement) will not be  determinative of whether any future Loans or
other loan requests are approved or granted.  Bank and Borrower  acknowledge and
agree that the structure of this Master Loan Agreement has been prepared in such
a way as to set out the  terms of any  future  Loans and to  structure  the Loan
Documents  to provide a format  that may reduce or  minimize  costs in the event
future Loans are made by Bank to Borrower and Borrower acknowledges it has fully
consulted  with its legal  counsel in  connection  therewith,  and has satisfied
itself as to the  structure  and  format  of the Loan  Documents  delivered  and
reviewed  by  Borrower  as of the date of this  Master  Loan  Agreement  in that
regard.

2.2 Term of Master Facility. The Master Facility shall be for a term of five (5)
years from the date of this Master Loan  Agreement,  subject to  termination  by
Bank  within  ninety  (90) days of each  anniversary  date of this  Master  Loan
Agreement,  in  the  event  the  Bank  determines  there  has  been  a  material
deterioration  in the Loan or value of the  collateral,  as determined in Bank's
reasonable  discretion,  and such  termination  shall be effective  upon written
notice to Borrower  within such  ninety  (90) day period,  whereupon  the Master
Facility  shall  expire and  terminate  on the date so  specified in the notice,
provided any outstanding Loan would mature on the maturity date as provided that
in the respective Note evidencing such Loan, and would remain unaffected by such
termination.

2.3 Terms of Future Loans. Upon the approval of any request by Borrower of a new
Loan for a new SLF,  such Loan  shall be made in  accordance  with the terms and
provisions of this Master Loan Agreement and the following terms:

a. Interest Rate:  The  outstanding  principal  balance shall bear interest at a
variable  rate per annum  equal to either (i) the Base  Rate,  or (ii) the LIBOR
Rate plus the number of basis  points  necessary  as of the Closing Date for the
interest  rate under a Note to equal the Base Rate as of the Closing  Date,  for
Loans on SLFs,  as  selected  by  Borrower  at the time of making each loan (the
"Interest  Rate").  The Interest Rate shall be adjusted daily in accordance with
fluctuations  in the Base Rate or the LIBOR  Rate,  as  applicable.  "Base Rate"
shall mean the  fluctuating  rate of interest per annum  established by Colonial
Bank as its base  lending  rate in effect from time to time  whether or not such
rate shall be otherwise  published.  Such Base Rate is  established  by Colonial
Bank as an  index  or base  rate  and may or may not at any  time be the best or
lowest rate of interest offered by Bank. The "LIBOR Rate" means a rate per annum
for U.S.  dollar  deposits for a 90 day maturity as reported on page 3750 (under
the caption "USD" of the Telerate Services,  Incorporated,  screen or such other
display as may replace  such page) as of 11:00  a.m.,  London  time,  two London
Business Days before the relevant Interest Period begins (or if not so reported,
a then as  determined  by Lender from  another  recognized  source or  interbank
quotation).  LIBOR  shall be rounded to the next higher  1/1000 of one  percent.
"London  Business Day" means any business day on which commercial banks are open
for international  business  (including  dealings in dollar deposits) in London.
Notwithstanding  the  foregoing,  the Note in the amount of Nine  Million  Seven
Hundred  Thousand and 00/100 Dollars  ($9,700,000.00)  representing  the initial
advance hereunder shall bear interest at 8.75% fixed per annum for two (2) years
in  accordance  with the terms of the Note.  Lender shall have no  obligation to
offer any fixed or variable  rate to Borrower  for any other  advance  hereunder
other than as set forth above.

b. Term: Sixty (60) months from the Closing Date of the Loan for a specific SLF.

c. Loan Commitment  Fee:  Borrower shall pay to Bank a loan commitment fee equal
to one-half of one percent (1/2%) of the actual  disbursements  under each Loan,
as provided herein.  Borrower may borrow, repay and re-borrow under the Loan and
during the first two (2) years after the date of this Agreement,  Borrower shall
pay the  one-half  of one  percent  (1/2%)  fee  only on the  amounts  initially
disbursed under each Note (but not on any amounts re-borrowed under

<PAGE>


each Note) and in no event will Borrower be obligated to pay the  commitment fee
on more than  $25,000,000.00  disbursed under the Loan.  Beginning on the second
anniversary of the date of this Agreement the one-half of one percent (1/2%) fee
shall be due on all disbursements thereafter.

2.4 Notes.  The funds  loaned  under the Master  Facility  will be  evidenced by
various Notes  indicating the principal amount of each Loan made pursuant to the
line of credit; provided, however, that the amount actually due from Borrower to
Bank from time to time will be evidenced by the Bank's  records  (provided  such
amounts are prepared and posted  properly  without  arithmetic  or  mathematical
errors),  and may  increase  and decrease  from time to time,  or be  completely
repaid and again  reborrowed,  but in no event shall the total amount due exceed
$25,000,000.00.

2.5 Release by Borrower.  Borrower waives and releases any claims, now or in the
future, known or unknown,  that it may have to require or compel Bank to provide
future  Loans  other  than as may be  separately  agreed  by  Borrower  and Bank
pursuant to a subsequent  commitment  letter or other written  agreement between
the parties,  specifying  the terms and  conditions of such  fundings.  Any such
commitment or agreement shall be  satisfactory to Bank, in its sole  discretion.
In   connection   therewith,   Borrower  will  execute  such   additional   loan
documentation as Bank shall require including,  without  limitation,  amendments
and modifications to the Loan Documents,  together with the Loan Summary,  which
will  evidence and set forth the  particular  terms,  conditions,  restrictions,
agreements and covenants that pertain to the future Loans,  as required by Bank.
Borrower  acknowledges  and agrees that the terms and  conditions  in any future
Loan Summary and related loan  documentation  shall be determined  independently
from the terms of the Loan Documents and of any prior Loan Summary,  if any, and
Borrower  shall  not rely  upon the form and  content  of the  terms of the Loan
Documents  and of any prior Loan Summary as being  determinative  of what may be
included in a future Loan Summary.

2.6  Revolving  Feature.The  funds  loaned  under the  Master  Facility  will be
evidenced by the various Notes; provided,  however, that the amount actually due
from Borrower to Bank from time to time will be evidenced by Bank's  records and
may increase and decrease  form time to time or be  completely  repaid and again
reborrowed.

2.7 Disbursements  Under Loans. The parties  acknowledge and agree that the Bank
can  make one or more  disbursements  of any Loan at the  request  of  Borrower,
provided,  however,  the aggregate amount of such disbursements shall not exceed
the principal amount of the Note. Except to the extent  previously  satisfied in
the reasonable  discretion of Bank,  each  disbursement of the Loan must satisfy
the conditions precedent set forth in Article IV of the Master Revolving Line of
Credit Loan  Agreement and such other  provisions  of the Loan  Documents as may
apply.

ARTICLE III
                                    The Loans

         As to each Loan made by Bank to Borrower:

3.1 Loan  Terms.  Subject  to the  terms  and  conditions  of this  Master  Loan
Agreement,  Bank will lend,  and  Borrower  will  borrow,  such sums as Bank and
Borrower  shall agree upon,  as specified in the Loan  Summary  which  borrowing
shall be evidenced by the Note. All of the terms, definitions,  conditions,  and
covenants of the Note, the Assignment of Leases and Rents,  the Agreement Not to
Encumber,  and any other documents executed in connection  therewith or pursuant
thereto are expressly  made a part of this Master Loan Agreement by reference in
the same  manner and with the same  effect as if set forth  herein at length and
shall have the meaning set forth in such instrument(s)  unless otherwise defined
herein.

3.2 Interest.The  outstanding  principal balance of the Loan shall bear interest
based on a 360 (actual) day year at the interest rate specified in the Note, and
principal and interest shall be due and payable in accordance  with the terms of
the Note.

3.3  Disbursements.  Bank agrees that it will, from time to time, and so long as
there shall exist no Default  Condition or Default,  disburse  Loan  proceeds to
Borrower  pursuant  to the Loan  Documents.  The  conditions  set  forth in this
Article III hereof must be satisfied and the  conditions set forth in Article IV
hereof must be satisfied  before Bank will make the  disbursement  for each Loan
hereunder.

3.4 Draw Requests.  At least three (3) days prior to each Loan  disbursement  by
Bank,  Borrower  must  submit  to  Bank a  Request  for  Disbursement  on a form
acceptable to Bank, which shall include:

a. Request for  Disbursement.  A completed  Request for  Disbursement  signed by
Borrower in a format acceptable and certified to Bank,  setting forth the amount
of Loan proceeds  desired,  together  with such  certifications  and  additional
information as Bank may require.

b. Owner's  Affidavit.  A notarized  affidavit  from Borrower shall be submitted
which  certifies  that Owner is or shall upon  application  of the  Disbursement
immediately become fee simple title holder to the SLF.

c. Equity Compliance.  Copies of paid invoices or other acceptable documentation
indicating  Borrower's  investment of Borrower's  own funds in the SLF for those
items and in the amounts indicated on the certified Cost Breakdown,  attached as
an exhibit to the Funding Agreement/Loan Summary.

3.5 Disbursement  Amounts.  Following  receipt of a Request for Disbursement and
receipt and review of the report of the  Consultant,  Bank shall  determine  the
amount  of  the  disbursement  it  will  make  in  accordance  with  the  Bank's
underwriting policies adopted from time to time by the Bank.

3.6 Equity  Requirements.  If Bank determines that costs of acquisition of a SLF
exceed  the  amount  specified  on the  Loan  Summary,  which  includes  certain
specified  amounts  of "up  front"  equity  and  deferred  equity  to be paid by
Borrower,  or if Bank at any time  determines in its reasonable  discretion that
the Loan  proceeds  plus  the  amount  of all  equity  investments  made are not
sufficient to meet the Bank's underwriting  policies,  and to pay all other sums
due,  then Bank  shall,  upon  written  Notice to  Borrower,  have the option of
requiring  Borrower to deposit with Bank additional funds from some other source
(or submit evidence to Bank of equity  investments  previously  made) in amounts
sufficient  to cover the  anticipated  or  resulting  deficit  before  Bank will
disburse any additional Loan proceeds.

ARTICLE IV
                Conditions Precedent to Disbursement of Each Loan

         Bank shall not be obligated to make the Loan  disbursement with respect
to each Loan until all of the following conditions precedent have been satisfied
as to such Loan by proper  evidence,  execution,  and/or delivery to Bank of the
following items, all in form and substance  reasonably  satisfactory to Bank and
Bank's counsel:

4.1           Note.  The original Note, properly executed, shall have been
              delivered to Bank.
              -----

4.2  Assignment  of Leases and Rents,  Security  Agreement  and Agreement Not to
Encumber.  The Assignment of Leases and Rents,  covering the SLF, which with the
Security  Agreement  shall be a validly  perfected first priority lien, and with
the Agreement Not to Encumber shall have been delivered to Bank, and which shall
contain, among other provisions, the following provisions:

     a.   That upon any sale,  conveyance,  assignment or transfer of all or any
          part of the SLF or any interest  therein,  Bank may, at Bank's option,
          declare the Loan to be immediately  due and payable  without notice or
          demand.  Bank may,  in Bank's sole  discretion  decide not to exercise
          said option,  in which event Bank's  forbearance  may be predicated on
          such  terms and  conditions  as Bank may,  in Bank's  sole  discretion
          require,  including,  but  not  limited  to,  Bank's  approval  of the
          transferee's  creditworthiness  and management ability,  the execution
          and delivery to Bank by the transferee,  prior to the sale,  transfer,
          assignment or conveyance, of a written assumption agreement containing
          such  terms as Bank may  require,  including,  but not  limited  to, a
          payment of a part of the principal  amount of the Note, an increase in
          the rate of interest payable on the Note, the payment of an assumption
          fee, a  modification  of the term of the Note, and such other terms or
          conditions as Bank may require,  or Bank may make any such adjustments
          in the  terms of the Loan  without  requiring  an  assumption  by such
          transferee;

     b.   That Borrower  shall not,  without the prior written  consent of Bank,
          mortgage,  pledge,  hypothecate or otherwise encumber (other than by a
          lease or leases of the property which shall be in compliance  with the
          terms  hereof) all or any  portion of the SLF,  even if such pledge or
          mortgage is subordinate to Bank's lien position,  and any violation of
          this prohibition  shall give Bank the right  immediately to accelerate
          the maturity of the Loan without notice or demand;

     c.   That  Borrower  shall  provide  evidence  that all ad valorem or other
          applicable taxes and insurance premiums have been paid when due.

     d.   That all income,  profits,  rents, insurance proceeds or other incomes
          from leases or any other  source  relating to the SLF are  assigned to
          the  benefit of the Bank  including  but not  limited  to the  Primary
          Lease, all as more  particularly set forth in the Assignment of Leases
          and Rents.

     e.   Any and all Leases  assigned  to the Bank or tenant  estoppel  letters
          pursuant  hereto  shall be  required  to  contain  a  provision  which
          requires  the  tenant  to give  written  notice to Bank of any and all
          defaults of landlord  and provides  the Bank  opportunity  to cure the
          same, such provision to be in a form and substance  deemed adequate by
          Bank and Bank's counsel.

     f.   That the Assignment of Leases and Rents and Security  Agreement  shall
          be   cross-defaulted   with  respect  to  any  other  indebtedness  or
          obligations from Borrower to Bank under the Loan.

4.3 Assignment of FF&E Account.  An Assignment of FF&E Account (or provisions in
the Security  Agreement),  properly  executed by Borrower  and  delivered to the
Bank.

4.4 Indemnity. A Hazardous Substance Certificate and Indemnification  Agreement,
properly executed by Borrower, shall have been delivered to Bank.


4.5 Financing Statements.  The Financing Statements on forms approved for filing
in the  appropriate  state and local  filing  offices  shall have been  properly
executed.

4.6 Title  Policy.The  Title  Policy  (or a  satisfactory  commitment  or binder
therefore),  as to each SLF from First American Title Insurance  Company or such
other company or companies acceptable to Bank (the "Title Company"), and on such
form, approved by Bank issued by the Title Company to the Borrower in the amount
equal to or greater  than the amount of the Loan  insuring  that the Borrower is
the fee simple owner of the SLF subject only to the Permitted Encumbrances.

4.7 Title Exceptions.  Copies of all documents creating exceptions
    to the Title Policy.
              -----------------

4.8  Survey.  Three  (3)  copies of a recent  survey of the Land (the  "Survey")
prepared by a registered land surveyor acceptable to Bank and certified to Bank,
the Title Company,  and Borrower.  Such survey shall show: (a) all boundaries of
the Land with courses and distances  indicated  including chord bearings and arc
and chord distances for all curves, (b) dimensions and locations of all existing
improvements  and of all easements,  private  drives,  roadways,  encroachments,
utility and  transmission  lines,  governmental  regulation  and  jurisdictional
lines,  building set back lines  established  by zoning  regulations  or private
covenants and  restrictions,  whether recorded or unrecorded,  (c) the distances
to, and names of the nearest  intersecting  streets,  (d) a narrative  metes and
bounds legal  description  of the boundary of the Land, (e) the area of the Land
and  the  SLF  and  any  Improvements  thereon,  (f) a  certification  as to the
applicable flood zone(s) for the Land; and if the subject property contains more
than one Flood Zone  Designation,  the boundary  line(s)  between the Flood Zone
Designated  Areas, (g) a statement as to access to or from the SLF, (h) the date
of the survey and the surveyor's  registration  number and seal, (i) other facts
in any way affecting the Land,  j) a  certification  that the survey was made in
accordance with the  requirements for an ALTA land survey and in accordance with
applicable state law, and (k) such other details as the Bank may request.

4.9 Flood  Hazards.  Evidence as to whether or not the Land is located within an
area  identified as having  "special  flood hazards" as such term is used in the
Federal  Flood  Disaster  Protection  Act  of  1973.  Such  evidence  can be the
certification that is required in connection with the survey required herein.

4.10 Flood Hazard  Insurance.  If all or any part of the  Improvements  is to be
located in an area having  "special  flood  hazard",  a flood  insurance  policy
naming Bank as a loss payee must be submitted to Bank.
Satisfactory evidence of premium payments must be provided.

4.11 Liability  Insurance.  Evidence of premium payments of Liability  Insurance
meeting the requirements set forth in the Lease shall be provided to the Bank in
accordance  with the terms set forth herein and in the Security  Agreement.  All
Liability  Insurance shall be evidenced by policies  complying with the terms of
the Lease.  Each such policy is hereinafter  referred as an "Insurance  Policy".
The  liability  Insurance  Policy  shall  list  Bank as an  additional  insured.
Borrower agrees to cause the Land to be insured by property  casualty  insurance
in an amount not less than the  appraised  value of the  Improvements.  Borrower
agrees to notify Bank in the event that it receives any notice of termination of
the  property  casualty  Insurance  Policy.  At such  time as Bank may  obtain a
mortgage  on the Land,  pursuant  to the terms of the Loan  Documents,  Borrower
shall  within five (5) days after  notice from Bank cause Bank to be added as an
additional  insured and mortgagee loss payee to the property casualty  Insurance
Policy. During the time that Bank does not hold a mortgage encumbering the Land,
Borrower  agrees not to exercise any of its rights to direct the  application of
any proceeds  under the property  casualty  Insurance  Policy  without the prior
written consent of the Bank. In the event that Borrower fails to comply with any
of the terms  hereof,  Bank may in addition  to any other  remedies it may have,
procure the requisite insurance at the cost and expense of Borrower and the same
shall be immediately due and payable within ten (10) days after notice from Bank
to Borrower.  Failure of Borrower to timely pay such invoice  shall be a default
under the Loan Documents.  Copies of duly executed certificates of insurance for
all Insurance Policies shall be delivered to the Bank no more than ten (10) days
after  the  effective  date of the Lease and upon the  annual  anniversary  date
thereof and thereafter as may be reasonably requested by the Bank.

4.12 Property Insurance. Evidence of Property Insurance covering damages to each
SLF and all personal property and Improvements  associated therewith and meeting
the  requirements  as set forth in the Security  Agreement  shall be provided to
Bank in  accordance  with the same  terms as set forth in the  requirements  for
Casualty Insurance in Section 4.11 above.

4.13 Borrower's  Organizational Documents And Resolutions.  (i) A certified copy
from the appropriate  governmental body of organizational documents of Borrower,
certifying  that  Borrower  is duly  organized,  validly  existing,  and in good
standing under the state of its  existence,  (ii) evidence that Borrower has the
authority  under such documents and laws to enter into the Loan as  contemplated
by the Loan Documents, and (iii) if applicable,  evidence that Borrower has made
all appropriate  filings,  including  without  limitation,  qualification  to do
business in the state where the Land is located,  the state of its  organization
or domicile, and Florida,  necessary to enter into the Loan and execute the Loan
Documents.  Additionally,  Borrower  shall provide (i) certified  resolutions or
other  corporate  documents of Borrower  evidencing  that Borrower has taken all
requisite  corporate action, and received all corporate  approvals  necessary to
enter  into  the Loan  and  execute  the Loan  Documents,  and (ii)  such  other
documents or writings as Bank may reasonably request.

4.14 Fictitious Name  Certificate.  If Borrower utilizes or intends to utilize a
fictitious  name,  a copy of the  Fictitious  Name  Certificate  of the Borrower
issued by the Florida  Secretary  of State and any other  jurisdiction  in which
such filing is necessary.

4.15  Attorney's  Opinion.  The written  opinions  of counsel to Borrower  (with
respect  to the laws of  Florida  and the state  where the Land is  located,  if
different),  addressed to Bank,  acceptable  to Bank and Bank's  counsel,  as to
those  matters  required by Bank.  The  attorneys  opinion,  with respect to the
enforceability of remedies provided in the Loan Documents and related instrument
may be made subject to or as affected  by,  applicable  bankruptcy,  moratorium,
reorganization, insolvency or similar laws from time to time in effect affecting
the rights of creditors  generally.  As to matters of fact, such opinions may be
qualified to the extent of the  knowledge of such counsel based upon due inquiry
and reasonable investigation.

4.16  Compliance  with Laws and  Matters  of  Record.  Satisfactory  documentary
evidence that the Land with Improvements, and the intended uses of the Land, are
in compliance with all applicable  laws,  regulations and ordinances and private
covenants,  easements,  and  conditions  of record.  Such evidence is subject to
approval by Bank and Bank's counsel and may include letters, licenses,  permits,
certificates  and  other   correspondence  from  the  appropriate   Governmental
Authorities,  opinions of Borrower's  counsel or other counsel,  and opinions or
certifications from the Architect,  or the Engineer.  The laws,  regulations and
ordinances with which compliance should be evidenced include without  limitation
the following:  health and  environmental  protection  laws,  laws related to or
regulating water management  districts,  hazardous  materials and substances and
storm  water  drainage,   erosion  control  ordinances,   tree  and  landscaping
ordinances, building codes, land use requirements, threshold building consultant
requirements, the development of regional impact Statutes, doing business and/or
licensing  laws and zoning  laws (the  evidence  submitted  as to zoning  should
include the zoning designation made for the Land, the permitted uses of the Land
under such zoning designation and zoning  requirements as to parking,  lot size,
ingress, egress and building setbacks).

4.17 Taxes.  Evidence that each SLF is, or will be, separately  assessed for tax
purposes and  information as to tax parcel  identification  numbers,  tax rates,
estimated tax values and the identities, of- the taxing authorities.

4.18  Utilities.  Evidence of the  availability  and  suitability  of the water,
sewer,  telephone,  electrical,  natural  gas,  and  other  utilities  needed to
properly service the SLF in its intended use.

4.19 Plans and Specifications. With respect to SLFs, evidence of the Plans which
include architectural,  structural,  mechanical,  plumbing,  electrical and site
development  (including  storm  drainage,  utility  lines,  erosion  control and
landscaping).

4.20 Permits. A copy certified by Borrower of evidence of all applicable permits
including,  without  limitation,  the building  permit and all permits  pursuant
thereto, land use permits,  dredge and stormwater discharge permits (federal and
state), and any other permits required for use and occupation of the SLF.

4.21  Engineers  Report.  Copies of the  report  signed by  Borrower's  Engineer
detailing the results of the engineers  inspection of the SLF,  certified to the
Borrower and Bank.

4.22 Soil Tests.  Evidence of a prior report as to soil borings made on the Land
by a soil testing firm  satisfactory to Bank or  certification  in the Engineers
Report as to such soil borings.  The report and/or  certification  shall include
the  conclusions  and findings of the soil testing firm as to the suitability of
the soil for adequately supporting the improvements.

4.23     Environmental Assessment.

a. An  environmental  assessment  of the  Land  and  Improvements  performed  at
Borrower's  expense by a licensed  engineer  or other  environmental  consultant
satisfactory to Bank stating whether:

(i)               the Land is located within any area  designated as a hazardous
                  substance site by any of the  Governmental
                  Authorities;

(ii)              hazardous  or toxic wastes or other  materials or  substances,
                  regulated,  controlled, or prohibited by any federal, state or
                  local  environmental  laws,   including  but  not  limited  to
                  asbestos, are located on the Land or Improvements; and

(iii)             the Land has been  cited or  investigated  in the past for any
                  violation of any such laws, regulations, or ordinances.

b. Receipt of any  acceptable  environmental  audit is a condition  precedent to
Bank's  obligation  under the  Commitment and  hereunder.  If the  environmental
assessment shall reveal any condition unacceptable to Bank, Bank may elect to be
relieved of any obligation under the Commitment  after providing  written notice
to Borrower. If Bank does not elect to terminate the Commitment,  Borrower shall
obtain a Phase II audit or conduct other  additional  testing,  at its sole cost
and expense,  and Borrower shall  promptly  conduct such  additional  audits and
testing  and/or  complete such  remedial  action.  Bank may require  Borrower to
provide  evidence  that all  necessary  actions  have been  taken to remove  any
hazardous  substance  contamination  and/or to restore  the site to a  condition
acceptable to Bank and state and federal governmental agencies.

c. Bank shall use best  efforts to keep and  maintain  matters  set forth in the
Environmental Assessment confidential by and among the Bank's employees, agents,
representatives and assigns;  excepting,  however, when required by operation of
Law to report any matters contained therein to any governmental agency.

4.24 Leases.  Copies of the then  existing  lease between the tenant for the SLF
(the "Tenant") and Borrower (the "Tenant Lease"),  certified by Borrower and the
respective Tenant to be accurate, complete, unaltered, and binding.

4.25 Taxpayer Identification Number.  Borrower's federal taxpayer identification
number.

4.26 Borrower's Affidavit. An affidavit of Borrower regarding the absence of any
other parties in possession of the SLF,  other than the tenant under the Primary
Lease and the  residents of the SLF (but merely in their  capacity as residents)
and such other matters as may be requested by Bank;.

4.27  Fee.  Subject  to the terms of  Paragraph  2.3(c)  hereof,  a fee equal to
one-half of one percent (1/2%) of the actual disbursements under each Loan shall
be  due  and  payable  by  Borrower  to  the  Bank  at  closing  or   subsequent
disbursement.

4.28 Notice. To the extent Property is located in Florida,  a copy of a recorded
notice  stating  that all leases  affecting  the SLF,  or any  portion  thereof,
prohibit the attachment of Tenant related liens.

4.29  Appraisal.  A signed copy of an  appraisal by an MAI  certified  appraiser
approved by Bank  reflecting the value of the SLF to be not less than the amount
specified in the Loan Summary.

4.30  Comprehensive  Plan.  Documentary  evidence,  satisfactory to Bank and its
counsel,  that use and  operation  of the SLF are  consistent  with  concurrency
requirements and other applicable  provisions of the local  comprehensive  plan,
local  land  development   regulations,   and  any  other  similar  requirements
("Comprehensive  Plan"). Such evidence may include a certificate from Borrower's
Architect,  on a form satisfactory to Bank,  certifying to Bank that the use and
operation of the SLF are consistent with the Comprehensive Plan.

4.31 Facilities for Handicapped. Bank shall have received and approved evidence,
satisfactory to Bank, that the Improvements  comply with all legal  requirements
regarding access and facilities for handicapped or disabled persons,  including,
without limitation, and to the extent applicable, Part V of the Florida Building
Construction  Standards  Act entitled  "Accessibility  by  Handicapped  Persons"
Chapter 553, Fla Stat. (or similar law in other  jurisdictions,  if applicable);
the Federal  Architectural  Barriers Act of 1988 (42 U.S.C. 4151, et. seq.), the
Fair Housing  Amendment Act of 1988 (42 U.S.C.  3601,  et. seq.),  The Americans
With Disabilities Act of 1990 (42 U.S.C. 12101 et. seq.), and The Rehabilitation
Act of 1973 (29 U.S.C. 794)

4.32 Reports and Analysis.  Such reports and analysis as reasonably requested by
the Bank to establish  the financial  feasibility  of the  development,  use and
operation of the SLF as contemplated by the Loan.

4.33  No Defaults.  No Default Condition or Default shall exist under the Loan
Documents.

4.34 Request. Bank shall have received Borrower's Request for Disbursement.

4.35 Tenant  Estoppel  Certificates  and  Subordination  Agreements.  Any tenant
occupying the SLF, or any portion thereof,  or which will occupy the SLF, or any
portion thereof, shall execute and deliver to Bank a tenant estoppel certificate
and, if requested by Bank,  subordination  agreement in a form  satisfactory  to
Bank. In such event,  the tenant shall also agree to provide the Bank notice and
opportunity to cure any and all defaults of landlord prior to tenant seeking any
remedy. The tenant estoppel  certificate shall certify,  among other things, the
date the tenant accepted  occupancy of the leased premises (if applicable),  the
absence of any lease  defaults by landlord,  the date the tenant  commenced rent
payments (if applicable),  the lease's material terms, and such other matters as
may be requested by Bank. The subordination agreement shall provide, among other
things,  that  the  tenant's  right,  title  and  interest  under  the  lease is
subordinate  to the lien of Bank's  Assignment  of Leases  and  Rents,  Security
Agreement and Assignment of FF&E Account.

4.36  Miscellaneous.  All other Loan  Documents  or items  that are  customarily
provided in loan  transactions  of this type required by Bank and all other loan
documents or items set forth in the Commitment.

ARTICLE V
               Borrower's Covenants and Agreements As To Each Loan

5.1 Payment and  Performance.  Borrower will pay when due all sums owing to Bank
under all of the Note(s),  this Master Loan  Agreement,  the Assignment of Rents
and the other Loan  Documents,  and  perform  all  obligations  as  outlined  or
referenced therein.

5.2 Organization;  Powers. CNL Health Care Properties, Inc. has been duly formed
and is validly existing as a corporation under the laws of the State of Maryland
and CNL Health Care Partners,  L.P. has been duly formed and is validly existing
as a limited  partnership  under the laws of the State of Delaware  and each has
all  requisite  power  and  authority  to  execute,   deliver  and  perform  its
obligations  under this  Agreement and other Loan  Documents and to carry on its
business as now conducted and as proposed to be conducted and,  except where the
failure to do so,  individually  or in the  aggregate,  could not  reasonably be
expected to result in a material adverse effect.

5.3 Authorization;  Enforceability. The Loan is within the Borrower's powers and
has been duly authorized by all necessary action. The Security Agreement and the
other Loan  Documents  have been duly executed and delivered by the Borrower and
constitute the legal, valid and binding obligations of the Borrower, enforceable
in accordance with their respective terms,  except as such enforceability may be
limited  by  bankruptcy,  insolvency,  fraudulent,  conveyance,  reorganization,
moratorium  and other  similar laws relating to or affecting  creditors'  rights
generally,  general equitable  principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

5.4  Further  Assurances.  Borrower  will  promptly  do any act and  execute any
additional  documents reasonably required by Bank to secure the Loan, to confirm
or  perfect  the lien of the  Assignment  of Leases  and Rents or any other Loan
Documents  or to comply  with the  Commitment,  including,  but not  limited to,
additional financing statements or continuation  statements,  new or replacement
notes and/or Loan Documents and agreements supplementing, extending or otherwise
modifying  the  Loan  Documents  and  certificates  as  to  the  amount  of  the
indebtedness evidenced by the Note from time to time.

5.5  Inspection.  Borrower will permit Bank and its  authorized  agents to enter
upon the SLF during normal  working hours and as often as Bank desires,  for the
purpose  of  inspecting  the  SLF or the  Improvements.  Failure  of Bank or its
authorized  agents to discover  deficiencies in the Improvements  shall not make
Bank or its agent  liable to Borrower or to any other  person on account of such
failure,  nor shall  any prior  failure  constitute  a waiver of Bank's  rights.
Borrower  specifically  acknowledges that all inspections  undertaken by Bank or
its agent  shall be for the sole  benefit of Bank and not for  Borrower,  or any
third  party.  The  costs  of all  inspections  shall be at  Borrowers  expense;
provided,  however,  that as long as there is no  Default,  such cost  shall not
exceed $500.00 for each Loan.  Notwithstanding  anything herein to the contrary,
Bank agrees that its rights to inspect the Land and  Improvements are subject to
the tenant's right under the Primary Lease.  Borrower hereby assigns to Bank and
Bank's inspector for its benefit any and all rights of entry and inspection that
Borrower has under the Primary Lease.

5.6 Fees and  Expenses.  Whether or not the Loan is made,  or all Loan  proceeds
disbursed hereunder, Borrower agrees to pay all expenses incurred by Bank, or by
Borrower  in order to meet Bank's  requirements,  in  connection  with the Loan,
including without  limitation,  commitment and renewal fees or deposits to bank,
fees for appraisal,  reappraisal survey, recording,  title insurance,  builder's
risk and other insurance premiums, property taxes, intangible taxes, documentary
stamp taxes,  the design  architects and Architect's  fees, the Engineer's fees,
the Consultant's fees, and such reasonable legal fees and costs incurred by Bank
in  connection  with the making of the Loan,  the  enforcement  of bank's rights
under  the Loan  Documents,  or in  connection  with  litigation  or  threatened
litigation by a third party which arises  because Bank made this Loan,  Any such
amounts paid by Bank shall  constitute  part of the debt which is secured by the
Loan Documents, and shall be due and payable upon demand.

5.7 Use of Loan Funds.  Borrower shall use all Loan proceeds initially disbursed
to  Borrower  under any Note solely in payment of costs  incurred in  connection
with  acquiring the  applicable  SLF, in  accordance  with the  applicable  Loan
Summary. Initially disbursements of Loan funds under any Note with regard to one
SLF project  shall not be utilized for any other  project under this Master Loan
Agreement;  provided, however, that if the initial Loan Funds under any Note are
paid down and  subsequently  re-borrowed  under such Note, then such re-borrowed
proceeds may be used for the  acquisition  of another SLF under this Master Loan
Agreement.

5.8  Insurance.  Borrower  covenants  to  maintain  or caused  to be  maintained
insurance as required herein and in the Security Agreement.

5.9 Taxes and Insurance. Upon the request of Bank, Borrower shall submit to Bank
such receipts and other statements which shall evidence,  to the satisfaction of
Bank, that all taxes, assessments and insurance premiums have been paid in full.

5.10  Availability  of  Utilities.   All  utility  services  necessary  for  the
Improvements and the operation thereof for their intended purposes are presently
available through presently existing public or unencumbered private easements or
rights-of-ways  in  accordance  with validly  executed and  enforceable  utility
service  agreements  between  Borrower and the provider of each of such services
(the "Utility Service  Agreements") at the boundaries of the Land, including but
not limited to, water,  storms and sanitary sewer,  gas,  electric and telephone
facilities, and all such utilities are non-interruptible.

5.11 Additional Construction.  Except for construction by tenant permited in the
Primary Lease,  Borrower shall not construct or permit the  construction  of any
improvements  on the Land other than those  Improvements  approved in writing by
Bank.

5.12  Financial  Statements.  Borrower  shall submit  annual  audit  reports and
semi-annual  unaudited company prepared  financial  statements to the Bank. Such
statements shall include,  at a minimum:  a balance sheet; an income and expense
statement;  a  statement  showing  contingent  liabilities;  detailed  cash flow
statements  for each project or entity in which  Borrower has an interest and on
which Bank has  advanced  funds under a Loan;  and any  supporting  schedules or
documentation  which  Bank may  require.  Detailed  cash flow  statements  shall
include,  as applicable:  the project name;  location;  percentage of Borrower's
ownership interest;  leasing status; net operating income; current loan balance;
debt service;  source of any operating  deficit;  amount and  beneficiary of any
cash  distributions;  and the amount of cash  invested in or received  from that
enterprise.  In addition  detailed  cash flow  projects for the next fiscal year
(twelve month period) for each SLF or entity shall be submitted.  Each unaudited
statement must contain a certification  to Bank of the statement's  accuracy and
completeness  signed by the highest ranking  financial  officer of the Borrower.
Annual statements of business entities  (including  corporation and partnership)
shall be audited and bear the  unqualified  opinion of an  acceptable  certified
public accountant.  The annual statements shall be submitted no later than April
30th of each year of the Loan term.
Interim statements shall be submitted within 30 days of Bank's request.

5.13 Appraisals. In addition to the appraisals required by Bank prior to closing
of the Loan,  updated  appraisals  shall be prepared at Borrower's  expense when
requested by Bank or when required in connection  with any extension  options in
the  Note.  Such  appraisals  shall  be  prepared  in  accordance  with  written
instructions from Bank and by a professional  appraiser  selected and engaged by
Bank.  Borrower shall cooperate fully with the appraisal process and shall allow
the appraiser reasonable access to the SLF and its tenants.  Bank agrees that it
shall not require appraisals more frequently than annually unless Borrower is in
default or unless required of Bank by any banking agency or regulation.

5.14 Hazardous  Substances.  Concurrently  with the execution  hereof,  Borrower
warrants and  represents to Bank that, to the best of Borrowers  knowledge,  the
SLF and all real property, now or previously owned by Borrower during the period
of Borrowers ownership,  and are not now being used in violation of any federal,
state or local  environmental law, ordinance or regulation;  that no proceedings
have been commenced, or notices(s) received, concerning any alleged violation of
any such environmental law, ordinance or regulation.  Borrower covenants that it
shall not permit any such materials to be brought onto the SLF or any other real
property owned by Borrower, or if so brought or found located thereon,  shall be
immediately removed with proper disposal, and all required environmental cleanup
procedures  shall be  diligently  undertaken  pursuant to all  applicable  laws,
ordinances and regulations.  Borrower herein indemnifies and holds Bank harmless
against  any  loss,  claim  or costs  incurred  by Bank in  connection  with the
warranties  granted herein.  Borrowers  obligations  hereunder shall survive any
proceeding to enforce Bank's rights under the Loan Documents.

         If the Bank has reasonable  belief of the existence of an environmental
problem or if required by any banking  regulation,  but no more  frequently than
once each  calendar  year,  the Bank may in its  reasonable  discretion,  at its
election, obtain one or more environmental assessments of the Land prepared by a
geohydrologist, an independent engineer, or other qualified consultant or expert
approved by Bank  evaluating or confirming (i) whether any Hazardous  Substances
are  present  in the soil or water  at the  Land  and (ii)  whether  the use and
operation of the Land complies with all applicable  Environmental  Laws relating
to air quality,  environmental  control,  release of oil,  hazardous  materials,
hazardous  wastes and  hazardous  substances,  and any and all other  applicable
environmental  laws.  Environmental  assessments  may  include  detailed  visual
inspection as to the Land  including,  without  limitation,  any and all storage
areas,  storage tanks,  drains,  dry wells,  and leasing areas and the taking of
soil samples,  surface water samples,  and ground water samples, as well as such
other  investigations or analyses as are necessary or appropriate for a complete
determination  of the  compliance of the Land and the use and operation  thereof
with all applicable  Environmental Laws. Such environmental  assessment shall be
the sole cost and expense of Borrower.

         In the  event  that  it is  determined  that  additional  tests  and/or
remediation  are necessary as a result of the aforesaid  assessments,  or in the
event such  additional  testing or  remediation  is recommended by the aforesaid
assessments,  Borrower agrees to immediately  perform the tests or undertake the
remediation as recommended.  In the event  contamination or other  environmental
problem  is found  on the Land and  Borrower  does not  promptly  undertake  the
remediation as recommended, Borrower shall be in default hereunder.

         Bank shall use best efforts to keep and  maintain  matters set forth in
any hazardous substances notices and/or environmental  assessments  confidential
by  and  among  the  Bank's  employees,  agents,  representatives  and  assigns;
excepting, however, when required by operation of law to report any such matters
contained therein to any governmental agency.

5.15 Leases Affecting SLF. Borrower shall not, without the express prior written
consent of Bank,  enter  into any lease  affecting  the SLF or any part  thereof
(including the Primary Lease), or amend,  modify,  extend,  terminate or cancel,
accept the  surrender  of any portion of the SLF which is the subject of a lease
(except by expiration of such lease in accordance with its terms),  subordinate,
accelerate  the payment of rent as to, or change the terms of any renewal option
of any  lease  now  existing  or  hereafter  created,  or  permit  or  suffer an
assignment  or  sublease  thereof,  except as set out  herein.  Any lease or any
modification,  extension,  or renewal of any lease, affecting or relating to all
or any  portion  of a SLF shall be  subject to Bank's  prior  written  approval.
Copies of all leases or modifications, renewals, or extensions thereto, approved
by the Bank shall be  certified  as accurate and complete by Borrower and Tenant
and delivered to the Bank within fifteen (15) days of execution.

5.16  Assignment of Contracts.  As additional  security for the Loan and for the
performance  by Borrower of all of its  obligations  hereunder  Borrower  hereby
collaterally  assigns  to  Bank  all  of  Borrower's  interest  in any  and  all
contracts,  agreements,  permits,  licenses,  approvals,  or other  documents or
writing  relating to the leasing,  management or operation of the  Improvements.
This  assignment  shall  not,  however,  be deemed  to  impose  upon Bank any of
Borrowers  obligations  under  any such  contract.  Borrower  will  fulfill  the
obligations of Borrower under all contracts, enforce the performance thereof and
give immediate notice to Bank of any material default by the other party to such
contract. Further, Borrower, will not, without the prior written consent of Bank
(i)  materially  modify,  or amend the terms of any material  contract,  or (ii)
waive or release the performance of  any-material  obligation to be performed by
the other party to any such contract.

5.17 Subordinate  Financing.  Borrower shall not permit there to exist nor shall
Borrower  obtain any subordinate  financing of the SLF, or any part thereof,  or
any other property granted as security for the Loan.

5.18 Transfer of Property or Borrower.  Borrower  shall not permit any change in
its  ownership,  or the  ownership  of its  general  partners,  the  nature  and
operation  of its  business or the nature and  character of Borrower or the SLF,
nor shall Borrower sell, assign, transfer,  hypothecate or dispose of all or any
portion of the SLF except as permitted hereby, without the prior written consent
of Bank,  which consent shall be withheld or granted in Bank's sole and absolute
discretion.  Notwithstanding the foregoing, the sale or disposition of shares or
units of Borrower sold or transferred  pursuant to a registration  made with the
Securities and Exchange  Commission  pursuant to the Securities and Exchange Act
of 1934 shall be deemed a permissible transaction.

5.19 Americans With Disabilities Act. Borrower covenants and agrees that, during
the term of the Loan, the SLF will be in full compliance with the Americans With
Disabilities  Act ("ADA" of July 26, 1990, 42 U.S.C Section 12191,  et. seq.) as
amended from time to time, and the  regulations  promulgated  pursuant  thereto.
Borrower  shall be solely  responsible  for all ADA compliance  costs  including
without  limitation,  reasonable  attorneys  fees and  litigation  costs,  which
responsibility  shall survive the repayment of the Loan and  foreclosure  of the
SLF.

ARTICLE VI
Borrower's Representations and Warranties As to Each Loan

6.1 Representations  and Warranties.  Borrower hereby represents and warrants to
Bank that:

a. Representations and Warranties in Loan Documents.  All of the representations
and warranties  contained in the  Assignment of Leases and Rents,  the Agreement
Not to  Encumber  and the other  Loan  Documents  are true and  correct  and are
incorporated herein by reference as if set out in full.

b. Other  Financing.  Borrower has not (i) received any other  financing for the
acquisition of the SLF existing as of the date of the Loan for such SLF, or (ii)
received any other financing of Improvements, equipment or other facilities used
in conjunction with each SLF.

c. Governmental  Requirements and Other  Requirements,  To Borrowers  knowledge,
after due inquiry,  the use and  operation of the SLF does and shall comply with
all  covenants,  conditions and  restrictions  affecting the Land or any portion
thereof; and do and shall comply with all Governmental Requirements.

d. Use of the SLF. To Borrower's knowledge there is no (i) plan, study or effort
by any Governmental  Authority or any nongovernmental person or agency which may
adversely  affect the current or planned use of the SLF, or (ii) any intended or
proposed  Governmental  Requirement  (including,  but  not  limited  to,  zoning
changes) which may adversely affect the current or planned use of the SLF.

e. Moratorium.  Other than applicable  government  regulations for new SLFs with
respect to which  Borrower  is in  compliance,  there is no  moratorium  or like
governmental order or restriction now in effect with respect to the operation of
the SLF and,  to the best of  Borrower's  knowledge,  no  moratorium  or similar
ordinance or restriction is now contemplated.

f. Permits. To Borrower's knowledge,  after due inquiry, prior to the closing on
each Loan, all permits,  approvals and consents of Governmental  Authorities and
public and private  utilities having  jurisdiction  necessary in connection with
such SLF shall have been issued and be in good standing.

g.  Condition of SLF. To  Borrower's  knowledge,  after due inquiry,  at time of
closing of each Loan, (i) no defect or condition of the SLF  Improvements,  Land
or the  soil,  ground  water or  geology  of or under the Land and (ii) no other
agreement,  arrangement,  understanding or conditions  whatsoever,  exists which
will delay or impair the use, or the operation of SLF for its intended purpose.

h.  Surveys.  The  Survey,  and all plot  plans and other  documents  heretofore
furnished by Borrower to Bank with respect to Land and Improvements are accurate
and complete as of their respective  dates. To Borrower's  knowledge,  after due
inquiry (which inquiry will consist of review of the Survey and an inspection of
the Land) there are no  encroachments  onto the Land and no  Improvements on the
Land encroach onto any adjoining property.

i. Sale of Securities.  Borrower has not instituted,  caused to be instituted or
been a party to and, to the best of Borrower's knowledge, there has not been any
public offering with respect to the Land and Improvements, or either, within the
meaning of the Securities  Act of 1933 and the  Securities  Exchange Act of 1934
("Securities  Laws")  unless the same  comply with all Laws,  Including  but not
limited to the Securities laws, and Borrower promptly and timely provides a copy
of all materials filed with any Governmental Authority in conjunction therewith.

j. Reliance on Representations.  Borrower acknowledges that Bank has relied upon
the Borrowers  representations  and is not charged with any  knowledge  contrary
thereto that may be received by an examination of the public records wherein the
Land is located or that may have been received by any officer,  director, agent,
employee of shareholder of Bank.

ARTICLE VII
                                Events of Default

7.1 Default.  The  occurrence of any one or more of the  following  events (time
being of the essence as to this Master Loan Agreement and all of its provisions)
with respect to one or more Loans constitutes a "Default" by Borrower under this
Master Loan Agreement, and at the option of Bank, under the other Loan Documents
for the respective Loan or any other Loan:

a.Scheduled Payment.  Borrower's failure to make any payment required under
any of the Note(s) when due.

b. Monetary  Default.  Borrower's  failure to make any other payment required by
this Master Loan-Agreement or the other Loan Documents,  within ten (10) days of
the due date,  which payment is not received by Bank within fifteen (15) days of
receipt of written notice of such failure from Bank.

c.  Other.  Borrower's  failure to perform  any other  obligation  imposed  upon
Borrower by this Master Loan  Agreement  or any other Loan  Document  within the
time period  specified,  or as may be  specified by Bank,  if in the  reasonable
opinion of Bank such  Default is curable,  should  such  failure not be cured by
Borrower  within  thirty  (30) days of receipt of written  notice from the Bank,
except when a shorter or longer period is specifically provided in any provision
of the Loan Documents. This provision shall not be construed to provide Borrower
with any grace period in complying with any  obligations  imposed on Borrower by
the terms of the Loan Documents.

d. Representation.  Any representation or warranty of Borrower contained in this
Master Loan Agreement or in any certificate delivered pursuant hereto, or in any
other  instrument or statement  furnished in connection  herewith,  proves to be
incorrect  or  misleading  in any  adverse  respect as of the time when the same
shall have been  made,  including,  without  limitation,  any and all  financial
statements,  operating statements,  and schedules attached thereto, furnished by
Borrower  to Bank or pursuant to any  provision  of this Master Loan  Agreement,
provided such  representation  or warranty is made  accurate by Borrower  within
thirty (30) days of receipt of written notice from Bank.

e.  Bankruptcy.Borrower  or any general partner of Borrower or any affiliate (i)
files a voluntary  petition  in  bankruptcy  or a petition or answer  seeking or
acquiescing  in  any   reorganization   or  for  an  arrangement,   composition,
readjustment, liquidation, dissolution, or similar relief for itself pursuant to
the United States  Bankruptcy Code or any similar law or regulation,  federal or
state,  relating to any relief for debtors,  now or hereafter in effect; or (ii)
makes an  assignment  for the  benefit of  creditors  or admits in  writing  its
inability to pay or fails to pay its debts as they become due; or (iii) suspends
payment of its  obligations  or take any action in furtherance of the foregoing;
or (iv)  consents to or acquiesces in the  appointment  of a receiver,  trustee,
custodian,  conservator,  liquidator  or other similar  official of Borrower,  a
general  partner of Borrower,  for all or any part of the SLF or other assets of
such party,  or either;  or (v) has filed  against it an  involuntary  petition,
arrangement,  composition,  readjustment,  liquidation dissolution, or an answer
proposing an adjudication  of it as a bankruptcy or insolvent,  or is subject to
reorganization  pursuant to the United States Bankruptcy Code, an action seeking
to appoint a trustee, receiver,  custodian, or conservator or liquidator, or any
similar law, federal or state, now or hereinafter in effect,  and such action is
approved by any court of competent jurisdiction and the order approving the same
shall not be  vacated  or stayed  within  sixty  (60) days from  entry;  or (vi)
consents to the filing of any such petition or answer, or shall fail to deny the
material allegations of the same in a timely manner.

f.  Judgments.  (1) A final  judgment  other than a final judgment in connection
with any condemnation,  and including any judgment or other final  determination
of any contest permitted by the Assignment of Rent, is entered against Borrower,
any Guarantor,  or any general partner of Borrower,  that (i) adversely  affects
the value, use or operation of any SLF, or any portion  thereof,  in Bank's sole
judgment,  or (ii) materially  adversely  affects,  or may materially  adversely
affect,  the  validity,  enforceability  or  priority  of the  lien or  security
interest  created by the Loan Document in Bank's sole judgment,  or both; or (2)
execution or other final process  issues thereon with respect to any SLF, or any
portion thereof,  and (3) Borrower or any general partner of Borrower,  does not
discharge the same or provide for its discharge in accordance with its terms, or
procure a stay of execution  thereon,  in any event within thirty (30) days from
entry,  or Borrower  shall not,  within such period or such longer period during
which  execution  on such  judgment  shall  have  been  entered,  and  cause its
execution to be stayed during such appeal, or if on appeal such order, decree or
process  shall be  affirmed  and  Borrower  shall not  discharge  such  judgment
provided for its discharge in  accordance  with its terms within sixty (60) days
after  the  entry  of such  order or  decree  or  affirmance,  or if any stay of
execution on appeal is released or otherwise discharged.

g. Liens. Any federal, state or local tax lien or any claim of lien for labor or
materials  in  an  amount  in  excess  of  $100,000.00  or  any  other  lien  or
encumbrances of any nature  whatsoever is recorded  against Borrower or any SLF,
or any part thereof,  and is not removed by payment or transferred to substitute
security  in the manner  provided  by law,  within  thirty (30) days after it is
recorded in accordance  with  applicable law, or is not contested by Borrower in
the manner permitted by loan Documents.

h. Leases.  Borrower's  default in the  performance of its obligations as lessor
under any lease of all or any portion of the SLF,  including the Primary  Lease,
which default could result, in Bank's sole judgment,  in the termination of said
lease  provided  such default is not cured by Borrower  within  thirty (30) days
after receipt of written notice from Bank.

i. Other Notes or Mortgages. Borrower's default in the performance or payment of
Borrowers obligations under any other note or under any mortgage encumbering all
or any part of the SLF, if the other mortgage is permitted by the Bank,  whether
such other note or mortgage is held by Bank or by any other party, provided such
default  is not cured by  Borrower  within  thirty  (30) days  after  receipt of
written notice from the Bank.

j. Borrower Default Under Loan Documents.  Borrower's  default in the payment or
performance  of any of  Borrowers  obligations  under any of the Loan  Documents
pertaining to any Loan, including this Master Loan Agreement and any amendments,
riders or Loan Summaries attached hereto,  provided such default is not cured by
Borrower  within  thirty  (30) days of  receipt  of  written  notice  from Bank,
excepting,  however,  if this thirty (30) day period  should  conflict  with any
other notice and opportunity to cure provision contained in the Loan Documents.

k.  Borrower's  Continued  Existence.  Borrower  shall  cease  to exist or to be
qualified to do or transact business in the state in which the SLF is located or
shall be  dissolved or shall be a party to a merger or  consolidation,  or shall
sell all or substantially  all of its assets without  providing thirty (30) days
written notice to the Bank in the event of any voluntary dissolution, mergers or
consolidations  or after thirty (30) days written  notice from Bank in the event
of involuntary merger, dissolution or consolidation.

l. Stock in  Borrower/Change in Partners.  If any legal or beneficial  interest,
including,  but not limited to,  shares of stock of  Borrower  are issued,  sold
transferred, conveyed, assigned, mortgaged, pledged, or otherwise disposed of so
as to result in  change  of  control  of  Borrower,  whether  voluntarily  or by
operation of law, other than a sale by CNL Health Care  Partners,  LP of limited
partnership  interests in itself and whether with or without  consideration,  or
any  agreement  for any of the  foregoing  is entered  into;  or, of any general
partnership interest or other equity interest in Borrower is sold,  transferred,
assigned,  conveyed,  mortgaged,  pledged,  or otherwise  disposed  of,  whether
voluntarily  or by operation of law, and whether with or without  consideration,
or any  agreement  for any of the  foregoing  is entered  into,  or any  general
partner of Borrower withdraws from the partnership;  unless otherwise  permitted
or approved by the Bank.

m.  Transfer  of  Property  or  Ownership.   Any  sale,  conveyance,   transfer,
assignment, or other disposition of all or any part of any SLF.

n. False Statement. Any statement or representation of Borrower contained in the
loan  application or any financial  statements or other  materials  furnished to
Bank or any other lender prior or  subsequent  to the making of the Loan secured
hereby are  discovered  to have been false or  incorrect  or  incomplete,  which
statement or  representation  is not made  accurate  within  thirty (30) days of
receipt of written notice from Bank.

o. Default Under Indemnity.  Borrower shall default under any obligation imposed
by any indemnity whether contained within any of the Loan Documents, (including,
without  limitation,  the Hazardous  Substance  Certificate and  Indemnification
Agreement),  or otherwise,  which default is not cured by Borrower within thirty
(30) days of receipt of written notice from Bank.

p.  Cross  Default.  Any  default  by  Borrower  under  any other  documents  or
instruments  evidencing  any other loans by Bank to Borrower (or any one if more
than one Borrower) or in any mortgages or other  collateral  documents  securing
such loans,  which  default is not cured by Borrower  within thirty (30) days of
receipt of written notice from Bank.

q.  Non-Compliance  with the Plans  and  Specifications.  Failure  of any of the
Improvements  to comply  with the  requirements  of any  Governmental  authority
unless  Borrower,  after  thirty (30) days  notice,  undertakes  and  diligently
pursues the correction of such failure.

r.  Non-Payment  of Debts.  Borrower is  generally  not paying its debts as such
debts become due,  provided such debts are not paid and evidence of such payment
provided to Bank within thirty (30) days of receipt of written notice from Bank.

s. Securities Laws Violation.  The assertion of any violation by Borrower of the
1933  Securities  Act,  1934  Securities  Act  or  the  Blue  Sky  Laws  by  any
Governmental-Authorities  or the  institution of any  securities  litigation not
dismissed within sixty (60) days of the commencement of same.

t.  Miscellaneous.  If at any time Bank  shall  determine  that there has been a
material  adverse  change in the  financial  condition  or prospect of Borrower,
provided such change is not cured by Borrower to Bank's reasonable  satisfaction
within sixty (60) days of receipt of written notice from Bank.

u.  Cure.  To the  extent  the  Borrower  needs  additional  time  to  cure  any
non-monetary  default and Borrower is diligently  pursuing  said cure,  Borrower
shall have reasonable time to complete said cure.

ARTICLE VIII
                           Bank's Rights and Remedies


          The  following  rights and  remedies  are  available to Bank as to all
Loans then outstanding and any SLFs pertaining thereto:

8.1 Acceleration.  Upon the occurrence of a Default, the entire unpaid principal
balance of the Note in Default and all accrued but unpaid  interest  thereon and
any  costs or  expenses  then due to Bank and any and all other  obligations  of
Borrower to Bank,  shall,  at the option of Bank and without notice to Borrower,
become immediately due and payable and, Bank shall have no further obligation to
make any advance, disbursement or Loan under this Master Loan Agreement.

8.2 Remedies. Upon the occurrence of a Default, Bank may avail itself of any and
all rights and remedies  available at law or in equity or as provided under this
Master Loan Agreement or any of the other Loan Documents.

8.3 Action to Protect Bank's Interest and Granting Mortgage.  From and after the
occurrence  of a  Default,  the Bank  shall be  entitled  to pursue  any and all
remedies  provided  in the Loan  Documents  to protect the Bank's  interest.  In
addition to all  remedies of Bank  provided  in this  Agreement  and in the Loan
Documents,  upon a Default Borrower shall,  within twenty (20) days of receiving
notice,  execute a Mortgage  securing the Note in Default with a first lien upon
the  respective  SLF. Such Mortgage  shall be upon terms as set forth in Exhibit
"A" attached  hereto.  In the event  Borrower fails or refuses to execute any of
said Mortgages,  Borrower does hereby irrevocably  appoint and grant to the Bank
power of  attorney  for  Borrower  to act for  Borrower  in regard to the Bank's
request  including the right to execute any and all such Mortgages and documents
relating  thereto,  to record  the same upon the  public  records  and to do all
things  necessary  to create a first  mortgage  lien upon each  respective  SLF.
Borrower  shall  be  responsible  for all  cost  and  expenses  related  to such
Mortgages including but not limited to recording,  documentary,  or other taxes,
and a mortgage title insurance policy insuring Bank's mortgage.

8.4 Special  Remedy.  In the event the Primary Lease shall be terminated for any
reason whatsoever, in addition to all other remedies available to Bank under the
Loan Documents, Borrower shall, within twenty (20) days of receiving notice from
Bank,  execute a Mortgage  securing  the Note with respect to such SLF for which
the Primary Lease has terminated  unless  Borrower has provided the Lender a new
Primary  Lease upon  substantially  similar terms as exist at the time of making
the Loan for such SLF and meeting the requirements of this Master Loan Agreement
(hereinafter  a "Qualified  Lease"),  in the reasonable  judgment of Bank.  Such
Mortgage shall be upon terms as set forth in Exhibit "A" attached hereto. In the
event  Borrower  fails or refuses to execute  said  Mortgage(s),  Borrower  does
hereby irrevocably  appoint and grant to the Bank power of attorney for Borrower
to act for  Borrower  in regard to the  Bank's  request  including  the right to
execute any such Mortgage(s) and documents relating thereto,  to record the same
upon  the  public  records  and to do all  things  necessary  to  create a first
mortgage lien upon said SLF(s).  Borrower shall be responsible  for all cost and
expenses  related to such  Mortgage(s)  including  but not limited to recording,
documentary,  or other taxes,  and a mortgage title  insurance  policy  insuring
Bank's  mortgage.  Bank agrees to release the lien created by any Mortgage  made
pursuant to this  Section 8.4 if Borrower is not in Default and  Borrower has or
subsequently obtains a Qualified Lease.

8.5 Remedies Cumulative;  Nonwaiver. All remedies of Bank provided for herein or
in the other Loan Documents for any Loan are cumulative and shall be in addition
to any and all other  rights and remedies  provided  for or available  under the
other Loan Documents,  at law or in equity.  The exercise of any right or remedy
by Bank hereunder  shall not in any way constitute a cure or waiver of a Default
Condition or a Default hereunder or under the Loan Documents, or All remedies of
Bank  provided  for  herein  or in the  other  Loan  Documents  for any Loan are
cumulative  and shall be in  addition to any and all other  rights and  remedies
provided for or available under the other Loan  Documents,  at law or in equity.
The  exercise  of any  right or remedy  by Bank  hereunder  shall not in any way
constitute  a cure or waiver of a Default  Condition  or a Default  hereunder or
under the Loan Documents, or

8.6 Remedies Cumulative;  Nonwaiver. All remedies of Bank provided for herein or
in the other Loan Documents for any Loan are cumulative and shall be in addition
to any and all other  rights and remedies  provided  for or available  under the
other Loan Documents,  at law or in equity.  The exercise of any right or remedy
by Bank hereunder  shall not in any way constitute a cure or waiver of a Default
Condition or a Default  hereunder or under the Loan Documents,  or invalidate an
act done pursuant to any notice of the  occurrence  of a Default  Condition or a
Default  hereunder  or under  the Loan  Documents,  or  invalidate  any act done
pursuant to any notice of the occurrence of a Default  Condition or Default,  or
prejudice Bank in the exercise of said rights, Bank realizes all amounts owed to
it under the Loan Documents.

8.7 No  Liability  of Bank.  Whether  or not Bank  elects to  employ  any or all
remedies available to it in the event of an occurrence of a Default Condition or
Default,  Bank  shall  not be  liable  for the  construction  of or  failure  to
construct or complete or protect the  Improvements or for payment of any expense
incurred in connection with the exercise or any remedy  available to Bank or for
the  construction  or Completion of the  Improvements  or for the performance or
nonperformance of any other obligation of Borrower.

8.8  Security  Interest.  It is  understood  and agreed that Bank shall have and
enjoy and is hereby granted a lien on, and a security  interest in, all real and
personal  property  and  fixtures   described  in  the  Security  Agreement  and
Assignment of Leases and Rents, and including  without  limitation,  any and all
materials of Borrower (stored on-site or off-site) reserves,  deferred payments,
deposits  or  advance  payments  for  materials  (stored  on-site  or  off-site)
undisbursed Loan proceeds,  insurance  refunds,  impound  accounts,  refunds for
overpayment  of any kind, and such lien and security  interest shall  constitute
additional security for the debt of Borrower under the Loan Documents (including
but not  limited to the FF&E  Account),  and Bank shall have and possess any and
all rights and  remedies  of a secured  party  provided  by law with  respect to
enforcement of and recovery on its security  interest on such items and amounts.
In the event of a conflict  between this  paragraph  and any  security  interest
granted pursuant to the Assignment of Leases and Rents, the terms and provisions
contained in the Assignment of Leases and Rents shall control.


ARTICLE IX
                               General Conditions

         The following  conditions  shall be applicable  throughout  the term of
this Master Loan Agreement:

9.1 Loan Summary. For any Loan made pursuant to this Master Loan Agreement to be
effective,  Borrower  must  complete  and  execute the Loan  Summary  pertaining
thereto  and the  same  must be  accepted  by Bank in its  sole  discretion  and
executed by the Bank, and Borrower must comply with all the applicable terms and
conditions hereof including,  without limitation,  the execution and delivery of
the Loan Documents which pertain to the Loan.

9.2 Waivers. No waiver of any Default Condition or Default or breach by Borrower
hereunder shall be implied from any delay or omissions by Bank to take action on
account of such Default Condition or Default, and no express waiver shall affect
any Default  Condition or Default other than the Default specified in the waiver
and it shall be operative  only for the time and to the extent  therein  stated.
Waivers  or any  covenants,  terms or  conditions  contained  herein  must be in
writing and shall not be construed as a waiver of any  subsequent  breach of the
same covenant,  term or condition.  The consent or approval by Bank to or of any
act by Borrower  requiring  further  consent or approval  shall not be deemed to
waive or render  unnecessary  the consent or approval to or of any subsequent or
similar  act.  No  single  or  partial  exercise  of any right or remedy of Bank
hereunder  shall  preclude any further  exercise  thereof or the exercise of any
other or different right or remedy.

9.3  Benefit.  This Master Loan  Agreement is made and entered into for the sole
protection and benefit of Bank and Borrower,  their successors and assigns,  and
no other person or persons have any right to action hereon or rights to the Loan
all proceeds at any time, nor shall Bank owe any duty whatsoever to any claimant
for labor or services  performed or material  furnished in  connection  with the
SLF, or to apply any undisbursed  portion of the Loan to the payment of any such
claim,  or to exercise any right or power of Bank  hereunder or arising from any
Default Condition or Default by Borrower.

9.4 Assignment.  The terms hereof shall be binding upon and inure to the benefit
of the heirs,  successors,  assigns, and personal representatives of the parties
hereto;  provided,  however,  that  Borrower  shall not assign  this Master Loan
Agreement or any of its rights,  interests,  duties or obligations  hereunder or
any Loan  proceeds or other moneys to be advanced  hereunder in whole or in part
without the prior written consent of Bank and that any such assignment  (whether
voluntary or by operation  of law)  without  said consent  shall be void.  It is
expressly recognized and agreed that Bank may assign this Master Loan Agreement,
the Agreement Not to Encumber,  the Assignment of Leases and Rents and any other
Loan  Documents in whole or in part, to any other person,  firm, or legal entity
provided  that all of the  provisions  hereof  shall  continue in full force and
effect and, in the event of such  assignment,  Bank shall thereafter be relieved
of all  liability  under the Loan  Documents  arising from and after the date of
such assignment and any Loan  disbursements made by any assignee shall be deemed
made in  pursuant  and not in  modification  hereof  and shall be secured by the
Assignment of Leases and Rents and any other Loan Documents.

9.5  Amendments.  This Master Loan  Agreement  shall not be amended  except by a
written instrument signed by all parties hereto.

9.6 Terms.  Whenever the context and construction so require,  all words used in
the singular number herein shall be deemed to have been used in the plural,  and
vice versa,  and the masculine  gender shall include the feminine and neuter and
the neuter shall include the masculine and feminine.

9.7 Post-Closing  Environmental  Assessments.  In addition to the  environmental
report  required to be  furnished  to Bank as a condition  precedent to closing,
Bank may, but no more  frequently than annually,  at Bank's sole option,  and at
the  Borrower's  expense,   require  an  environmental   assessment  or  updated
assessment   conforming   to  Bank's   Guidance   Document,   from  a  reputable
environmental  consultant  satisfactory  to Bank as to whether  the SLF,  or any
portion thereof, has been or is presently being used for the handling,  storage,
transportation  or  disposal of  hazardous  or toxic  materials.  If such report
indicates  such past,  or present  use,  handling,  storage,  transportation  or
disposal of hazardous or toxic  materials,  such shall be deemed to constitute a
default by the Borrower under the Loan Documents.

9.8 Cross  Default/Cross  Collateral.  A default  hereunder  or under any of the
documents  evidencing  or securing a Loan shall  constitute  an event of default
under any  other  Loan of  Borrower  to Bank.  Any  default  under any  document
evidencing  or  securing  such other  indebtedness  shall  constitute  a default
hereunder.

9.9  Anti-Coercion  Notice.  The insurance laws of the State of Florida  provide
that Bank may not require  Borrower  to take  insurance  through any  particular
insurance agent or company to insure the Land or Improvements. Borrower, subject
to the rules adopted by the Florida Insurance Commissions, has the right to have
insurance  placed  with an  insurance  agent or  company of  Borrower's  choice,
provided the company meets Bank's requirements.  Bank has the right to designate
reasonable  financial  requirements  as to the company  and the  adequacy of the
insurance  coverage.  Borrower  shall also  execute  any  documents  required by
similar laws of any other state which may be applicable.

9.10  Entire  Agreement.  This  Master  Loan  Agreement,  when  accepted,  shall
constitute  the entire  agreement  between  Borrower and Bank, and it may not be
altered or amended unless agreed to in writing by Bank and Borrower.

9.11 Indemnification.  Borrower shall indemnify and hold Bank and its directors,
officers,  agent,  employees,  and attorneys  harmless from all liability,  loss
expense  or damage of any kind or nature,  including,  without  limitation,  any
suits,  proceedings,  claims, demands, or damages (including attorney's fees and
costs paid or  incurred  in  connection  therewith  at both trial and  appellate
levels), incurred or arising by reason of:

a.   This Master Loan  Agreement or the making of a Loan (except for  liability,
     loss, expense, or damage arising from the willful misconduct of Bank);

b.   Any claim or action for the payment of any  brokerage  commissions  or fees
     which may be  claimed to be payable in  connection  with this  Master  Loan
     Agreement; and

c.   The past, present or future handling, storage, transportation,  or disposal
     of hazardous substances upon the SLF, or any portion thereof.

These indemnifications shall survive the full payment and performance
of the obligations of the Borrower under the Loan Documents.

9.12  Choice  of Law.  The  Loans,  and all  documents  executed  in  connection
therewith  shall be governed by and  construed  in  accordance  with Florida law
except with respect to the  enforcement  of the  Assignment of Leases and Rents,
the Security  Agreement,  the  Financing  Statements  and the  Agreement  Not To
Encumber,  which  shall be  governed  by the laws of the State  where the SLF is
located,  and Borrower  shall execute such  instruments  necessary in connection
therewith.

9.13  Controlling  Agreement.  The  parties  intend to conform  strictly  to the
applicable  usury laws. All  agreements  between Bank and Borrower (or any other
party  liable with respect to any  indebtedness  under the Loan  Documents)  are
hereby  limited by the  provision  of this  paragraph  which shall  override and
control all such  agreements,  whether now  existing  or  hereafter  arising and
whether  written or oral. In no way, nor in any event or contingency  (including
but not limited to prepayment default, demand for payment or acceleration of the
maturity of any  obligation),  shall the  interest  contracted  for,  charged or
received under this Master Loan Agreement or otherwise exceed the maximum amount
permissible  under  applicable  law. If, from any possible  construction  of any
document  interest  would  otherwise be payable to bank in excess of the maximum
lawful amount any such  construction  shall be subject to the provisions of this
paragraph and such  document  shall be  automatically  reformed and the interest
payable to Bank shall be  automatically  reduced to the maximum amount permitted
under applicable law, without the necessity of execution of any amendment or new
document. If Bank shall ever receive anything of value which is characterized as
interest under  applicable law and which would apart from this  provisions be in
excess of the maximum lawful  amount,  an amount equal to the amount which would
have been excessive  interest shall be applied to the reduction of the principal
amount  owing  in the  inverse  order  of its  maturity  and to the  payment  of
interest,  or refunded to Borrower if and to the extent such amount  which would
have been excessive exceeds unpaid principal.  The right to accelerate  maturity
of any indebtedness  does not include the right to accelerate any interest which
has not otherwise  accrued on the date of such  acceleration,  and Bank does not
intend to charge or receive any unearned  interest in the event of acceleration.
All interest paid or agreed to be paid to Bank shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
stated term  (including any renewal or extension) of such  indebtedness  so that
the  amount of  interest  on account  of such  indebtedness  does not exceed the
maximum permitted by applicable law.

9.14 NOTICE TO ALL BORROWERS AND OTHER OBLIGORS,  FINAL AGREEMENT. The following
notice is  incorporated  in this  Master  Loan  Agreement;  and such of the Loan
Documents  as Bank may specify and shall  contain  such notice in solid  capital
letters;

THIS WRITTEN  AGREEMENT  REPRESENTS THE FINAL AGREEMENT  BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

9.15 Savings  Clause.  Invalidation of any one or more of the provisions of this
Master Loan Agreement shall in no way affect any of the other provisions hereof,
which shall remain in full force and effect.

9.16  Execution in  Counterparts.  This Master Loan Agreement may be executed in
two or more counterparts,  each of which shall be deemed to be an original,  but
all of which shall constitute one and the same  instrument,  and in making proof
of this Master Loan  Agreement,  it shall not be necessary to produce or account
for more than one such counterpart.

9.17 Captions.  The captions herein are inserted only as a matter of convenience
and for  reference  and in no way define,  limit or  describe  the scope of this
Master Loan Agreement nor the intent of any provisions hereof.

9.18 Notices.  Each notice,  request,  demand,  director or other  communication
provided  for  hereunder  shall be in  writing  and  mailed  (by  registered  or
certified  mail,  return  receipt  requested),  delivered  by  hand,  or sent by
facsimile  (with  receipt  confirmed  by  facsimile)  to Borrower or Bank at the
addresses  indicated herein.  Notices and other  communications  mailed shall be
deemed given three (3) days after being mailed; those sent by facsimile shall be
deemed  given when sent,  and those  delivered  by hand or  reputable  overnight
courier shall be deemed given when delivered.  To the greatest extent  permitted
under  applicable law,  Borrower waives all notice and demand in connection with
or relating to this  Agreement.  Borrower  agrees that in any  instance in which
reasonable advance notice to Borrower is required by law, such requirement shall
be  satisfied  if  notice  is given  (deemed  given)  at least  five (5) days in
advance.

9.19 No Commitment.  Nothing in this Master Loan Agreement shall be construed or
deemed to be a  commitment  by Bank to make any future Loan or Loans to Borrower
other than as may be set forth in any Commitment  Letter or other  agreements as
Borrower and Bank may agree upon.

9.20 WAIVER OF JURY TRIAL.  BY ACCEPTANCE  HEREOF,  BORROWER AGREES THAT NEITHER
BORROWER, NOR ANY ASSIGNEE,  SUCCESSOR, HEIR OR LEGAL REPRESENTATIVE OF BORROWER
ALL OF WHOM ARE  HEREINAFTER  REFERRED TO AS THE PARTIES SHALL SEEK A JURY TRIAL
IN ANY LAWSUIT,  PROCEEDINGS,  COUNTERCLAIM,  OR ANY OTHER LITIGATION  PROCEDURE
BASED  UPON OR ARISING  OUT OF THIS  MASTER  LOAN  AGREEMENT  OR ANY  INSTRUMENT
EVIDENCING,  SECURING,  OR RELATING TO THE  INDEBTEDNESS  AND OTHER  OBLIGATIONS
EVIDENCE HEREBY,  ANY RELATED AGREEMENT OR INSTRUMENT,  ANY OTHER COLLATERAL FOR
THE INDEBTEDNESS  EVIDENCE HEREBY OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR
AMONG THE PARTIES,  OR ANY OF THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE
ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION HAVE BEEN
FULLY NEGOTIATED BY THE PARTIES WITH BANK, AND THESE PROVISIONS SHALL BE SUBJECT
TO NO  EXCEPTIONS.  BANK HAS IN NO WAY AGREED WITH OR  REPRESENTED TO ANY OF THE
PARTIES THAT THE  PROVISIONS  OF THIS SECTION WILL NOT BE FULLY  ENFORCED IN ALL
INSTANCES.

9.21 Joint and Several.  If there is more than one entity  executing as Borrower
under this Master Loan  Agreement,  each and every entity  executing this Master
Loan Agreement on behalf of Borrower shall be joint and severally liable for all
debts and obligations and this Master Loan Agreement.

         IN WITNESS  WHEREOF,  Borrower and Bank have  executed this Master Loan
Agreement  as of the above  written  date by their  duly  authorized  respective
officers.

WITNESSES:                      BORROWER:
                                CNL HEALTH CARE
                                PROPERTIES, INC., a Maryland
                                corporation

Print Name:
                                By:
                                Name:
Print Name:                     Title:


                                CNL HEALTH CARE
                                PARTNERS, LP, a Delaware
                                Limited partnership
                                By:      CNL Health Care GP Corp.,
                                         a Delaware corporation, general
                                         partner

Print Name:
                                By:
                                Name:
Print Name:                     Title:








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