ii

EXHIBIT 10.4
                           Purchase and Sale Agreement
                                     between
                          CNL Health Care Partners, LP
                                       and
                      Marriot Senior Living Services, Inc.


<PAGE>





                           PURCHASE AND SALE AGREEMENT

                                 BY AND BETWEEN

                          MARRIOTT INTERNATIONAL, INC.
                                     as MI,

                                       and

                      MARRIOTT SENIOR LIVING SERVICES, INC.

                                   as Seller,

                                       and

                         CNL HEALTH CARE PARTNERS, L.P.
                                  as Purchaser
                          ---------------------------


                              Dated: March 23, 2000



<PAGE>





                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

SECTION 1.  DEFINITIONS...........................................................................................1

<S><C>

SECTION 2.  PURCHASE-SALE; DILIGENCE..............................................................................3
   2.1   Purchase-Sale............................................................................................3
   2.2   Diligence Inspections....................................................................................3
   2.3   Title Matters............................................................................................3
   2.4   Survey...................................................................................................3
   2.5   Environmental Report.....................................................................................3
   2.6   Immaterial Taking........................................................................................3

SECTION 3.  PURCHASE AND SALE.....................................................................................3
   3.1 Closing....................................................................................................3
   3.2 Purchase Price.............................................................................................3
   3.3 Competitor.................................................................................................3

SECTION 4.  CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE.........................................................3
   4.1 Closing Documents..........................................................................................3
   4.2 Condition of the Property..................................................................................3
   4.3 Title Policies.............................................................................................3
   4.4 Opinions of Counsel........................................................................................3
   4.5 FF&E Schedule..............................................................................................3
   4.6 Other......................................................................................................3

SECTION 5.  CONDITIONS TO SELLER'S OBLIGATION TO CLOSE............................................................3
   5.1 Purchase Price.............................................................................................3
   5.2 Closing Documents..........................................................................................3
   5.3 Opinions of Counsel........................................................................................3

SECTION 6.  REPRESENTATIONS AND WARRANTIES OF SELLER..............................................................3
   6.1 Status and Authority of the Seller.........................................................................3
   6.2 Status and Authority of MI.................................................................................3
   6.3 Status and Authority of Tenant.............................................................................3
   6.4 Employees..................................................................................................3
   6.5 Existing Agreements........................................................................................3
   6.6 Tax Returns................................................................................................3
   6.7 Action of MI and Seller....................................................................................3
   6.8 No Violations of Agreements................................................................................3
   6.9 Litigation.................................................................................................3
   6.10 Not A Foreign Person......................................................................................3
   6.11 Construction Contracts; Mechanics' Liens..................................................................3
   6.12 Permits, Licenses.........................................................................................3
   6.13 Hazardous Substances......................................................................................3
   6.14 Insurance.................................................................................................3
   6.15 Financial Information.....................................................................................3
   6.16 Contracts.................................................................................................3
   6.17 Title to FF&E.............................................................................................3
   6.18 FF&E......................................................................................................3

SECTION 7.  REPRESENTATIONS AND WARRANTIES OF PURCHASER...........................................................3
   7.1 Status and Authority of the Purchaser......................................................................3
   7.2 Status and Authority of the Guarantors.....................................................................3
   7.3 Action of the Purchaser....................................................................................3
   7.4 No Violations of Agreements................................................................................3
   7.5 Litigation.................................................................................................3

SECTION 8.  COVENANTS OF THE SELLER...............................................................................3
   8.1 Compliance with Laws.......................................................................................3
   8.2 Correction of Defects......................................................................................3
   8.3 Insurance..................................................................................................3
   8.4 Material Defects in Structural Systems.....................................................................3

SECTION 9.  APPORTIONMENTS........................................................................................3
   9.1 Apportionments.............................................................................................3
   9.2 Closing Costs..............................................................................................3

SECTION 10.  DEFAULT..............................................................................................3
   10.1 Default by the Seller.....................................................................................3
   10.2 Default by the Purchaser..................................................................................3
   10.3 Purchaser's Deposit.......................................................................................3

SECTION 11.  MISCELLANEOUS........................................................................................3
   11.1 Agreement to Indemnify....................................................................................3
   11.2 Brokerage Commissions.....................................................................................3
   11.3 Publicity.................................................................................................3
   11.4 Notices...................................................................................................3
   11.5 Waivers, Etc..............................................................................................3
   11.6 Assignment; Successors and Assigns........................................................................3
   11.7 Severability..............................................................................................3
   11.8 Counterparts, Etc.........................................................................................3
   11.9 Governing Law.............................................................................................3
   11.10 Performance on Business Days.............................................................................3
   11.11 Attorneys' Fees..........................................................................................3
   11.12 Relationship.............................................................................................3
   11.13 Section and Other Headings...............................................................................3
   11.14 Disclosure...............................................................................................3
</TABLE>

Schedule A                 -        Purchase Price
Schedule B                 -        Guaranty
Schedule C                 -        Lease Agreement
Schedule D                 -        Limited Rent Guaranty
Schedule E                 -        Membership Interest Pledge Agreement
Schedule F                 -        Form of Owner Agreement
Schedule G                 -        Permitted Encumbrances
Schedule H                 -        Plans & Specifications
Schedule I                 -        Legal Description of the Real Property
Schedule J                 -        Owner's Policy Commitment
Schedule K                 -        Leasehold Policy Commitment
Schedule L                 -        Survey
Schedule M                 -        Form of Architect's Certificate
Schedule M-1               -        Form of Marriott's Architect Certificate
Schedule N                 -        Form of Engineer's Certificate
Schedule N-1               -        Form of Marriott's Engineer Certificate
Schedule O                 -        Operating Agreement
Schedule P                 -        Escrow Agreement
Schedule Q                 -        Environmental Report
Schedule R                 -        FF&E Schedule



<PAGE>



3



                           PURCHASE AND SALE AGREEMENT


         THIS  PURCHASE AND SALE  AGREEMENT is made as of the 23rd day of March,
2000,  by  and  between  MARRIOTT  SENIOR  LIVING  SERVICES,  Inc.,  a  Delaware
corporation,  as seller, and CNL HEALTH CARE PARTNERS,  L.P., a Delaware limited
partnership,  as  purchaser,  and joined in by MARRIOTT  INTERNATIONAL,  INC., a
Delaware corporation.

                                               W I T N E S S E T H :

         WHEREAS,  the  Seller  (this and other  capitalized  terms used and not
otherwise  defined herein having the meanings  ascribed to such terms in Section
1) is, the owner of the Property; and

         WHEREAS, Purchaser desires to purchase the Property and thereby acquire
all of the Seller's  right,  title and interest in and to the Property  upon the
terms and conditions hereinafter set forth; and

         WHEREAS,  the Seller  desires to sell to the Purchaser the Property and
thereby convey all right, title and interest in the Property, upon the terms and
conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained  and other good and  valuable  consideration,  the mutual  receipt and
legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser
hereby agree as follows:

         SECTION 1.  DEFINITIONS.

         Capitalized  terms used in this  Agreement  and not  defined  elsewhere
herein shall have the meanings set forth below, in the Section of this Agreement
referred to below, or in such other document or agreement referred to below:

         "Act of Bankruptcy" shall mean if a party hereto or any general partner
thereof or Tenant shall (a) apply for or consent to the  appointment  of, or the
taking of possession by, a receiver,  custodian, trustee or liquidator of itself
or all of or a  substantial  part of its  property;  (b)  admit in  writing  its
inability to pay its debts as they become due; (c) make a general assignment for
the  benefit of its  creditors;  (d) file a  voluntary  petition  or  commence a
voluntary  case or  proceeding  under  the  Federal  Bankruptcy  Code (as now or
hereafter in effect);  (e) be  adjudicated a bankrupt or  insolvent;  (f) file a
petition  seeking to take  advantage  of any other law  relating to  bankruptcy,
insolvency,  reorganization,  winding-up or  composition or adjustment of debts;
(g) fail to  controvert  in a timely and  appropriate  manner,  or  acquiesce in
writing to, any petition filed against it in an  involuntary  case or proceeding
under the Federal  Bankruptcy Code (as now or hereafter in effect);  or (h) take
any  corporate or  partnership  action for the purpose of  effecting  any of the
foregoing;  or if the  proceeding  or  case  shall  be  commenced,  without  the
application  or  consent of a party  hereto or any  general  partner  thereof or
Tenant,  in any court of  competent  jurisdiction  seeking (1) the  liquidation,
reorganization, dissolution or winding-up, or the composition or readjustment of
debts,  of such party or general  partner or Tenant;  (2) the  appointment  of a
receiver,  custodian, trustee or liquidator for such party or general partner or
Tenant or all or any substantial part of its assets; or (3) other similar relief
under any law relating to bankruptcy, insolvency, reorganization,  winding-up or
composition or adjustment of debts,  and such  proceeding or case shall continue
undismissed;  or  an  order  (including  an  order  for  relief  entered  in  an
involuntary  case under the Federal  Bankruptcy  Code, as now or  hereinafter in
effect),  judgment or decree approving or ordering any of the foregoing shall be
entered  and  continue  unstated  and in  effect,  for a period  of  sixty  (60)
consecutive days.

         "Agreement" shall mean this Purchase and Sale Agreement,  together with
Schedules A through Q hereto, as it and they may be amended from time to time as
herein provided.

         "Architect" shall mean Shayman, Salk, Sussholz & Company.

         "As-Built'   Drawings"  shall  mean  the  final  "as-built"  plans  and
specifications  for the Improvements  which are to be furnished by the Seller to
Purchaser pursuant to Section 4.1 of this Agreement.

         "Assets"  shall mean all of the FF&E,  the Contracts and the Intangible
Property,  collectively,  now owned or hereafter (but prior to the Closing Date)
acquired by Seller in connection with or relating to the Property other than any
Excluded Assets.

         "Business Day" shall mean any day other than a Saturday,  Sunday or any
other day on which banking  institutions in the State of Maryland are authorized
by law or executive action to close.

          "CHCP"  shall  mean  CNL  Health  Care  Property,   Inc.,  a  Maryland
corporation.

         "CHCLP" shall mean CNL Health Care Partners,  L.P., a Delaware  limited
partnership.

         "Closing" shall have the meaning given such term in Section 3.1.

         "Closing Date" shall have the meaning given such term in Section 3.1.

         "Competitor" shall mean a Person that owns or has an equity interest in
an assisted living facility brand, tradename,  system or chain (a "Brand") which
is comprised  of at least ten assisted  living  facilities;  provided  that such
Person  shall not be deemed a  Competitor  if it holds its  interest  in a Brand
merely as a mere  passive  investor  that has no control or  influence  over the
business  decisions of the Brand at issue,  such as a mere limited  partner in a
partnership,  a mere  shareholder  in a corporation or a mere payee of royalties
based on a prior sale  transaction.  A mere passive investor that is represented
by a Mere Director on the board of directors of a Competitor shall not be deemed
to have control or influence over the business decisions of that Competitor.

         "Contracts"  shall mean,  with respect to the  Property,  any equipment
leases  relating to the Property and disclosed to Purchaser on or before Closing
and which are to survive the Closing and to which the Seller is a party.

         "Controlling Interest" shall mean (a) as to a corporation, the right to
exercise,  directly or  indirectly,  more than fifty percent (50%) of the voting
rights  attributable  to the shares of the  Entity  (through  ownership  of such
shares  or by  contract),  and  (b)  as  to an  Entity  not a  corporation,  the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the management or policies of the Entity.

         "Deposit" shall have the meaning given such term in Section 10.3.

         "Engineer" shall mean Manhard Consulting Ltd.

         "Entity" shall mean any  corporation,  general or limited  partnership,
limited  liability  company,  partnership,  stock company or association,  joint
venture, association,  company, trust, bank, trust company, land trust, business
trust, cooperative, any government or agency or political subdivision thereof or
any other entity.

          "Excluded  Assets" shall mean (i) any right,  title or interest in any
name  containing any of the names  "Marriott"  and "Brighton  Gardens" and other
marks  used,  or  that  may in the  future  be  used,  by MI or its  affiliates,
including the Seller of such Property (and Seller and MI shall have the right to
remove any such name or mark appearing on any signage or other property pursuant
to the terms of the Operating Agreement),  (ii) all property owned by the Seller
or any of its affiliates, not normally located at the Property and used, but not
exclusively,  in connection with the operation of the Property, (iii) all items,
tangible or  intangible,  consisting of Proprietary  Information,  (iv) computer
software,  (v) FAS, (vi) any Inventories located at the Property,  (vii) working
capital,  including  without  limitation,   cash,  bank  accounts  and  accounts
receivable  owned or held by Seller or any of its affiliates,  (viii) all books,
ledger sheets, files and records, (ix) all contracts pertaining to the operation
of the  Property  other  than  the  Contracts,  and (x) any  software,  manuals,
brochures  or  directives  used by the Seller or any of its  affiliates,  in the
operation of the Property.

         "FAS" shall have the meaning given such term in the Lease.

         "FF&E"  shall  mean  all  appliances,   machinery,  devices,  fixtures,
appurtenances,  equipment,  furniture,  furnishings  and  articles  of  tangible
personal property of every kind and nature whatsoever owned by the Seller or any
of its  affiliates,  and  located  in or at,  or used  in  connection  with  the
ownership, operation or maintenance of such Property, other than motor vehicles.

         "FF&E Schedule" shall have the meaning given such term in Section 4.5.

         "Operating  Agreement" shall mean the Operating Agreement to be entered
into at or prior to the Closing of the purchase and sale of the Property between
Tenant,  as Owner, and Seller,  as Operator,  substantially in the form attached
hereto at Schedule O.

         "Guarantor" shall mean CHCP  and CHCLP, jointly and severally.

         "Guaranty  of  Landlord's  Obligations"  shall mean the Guaranty in the
form of  Schedule B hereto to be entered  into by  Guarantor  for the benefit of
Tenant, in respect of the Lease and guarantying the landlord's obligations under
the Lease.

         "Immaterial  Taking"  shall have the meaning given such term in Section
2.6.

         "Improvements"  shall  mean all  buildings,  fixtures,  walls,  fences,
landscaping  and other  structures  and  improvements  situated  on,  affixed or
appurtenant to the Real Property,  including,  but not limited to, all pavement,
access ways, curb cuts,  parking,  kitchen and support  facilities,  meeting and
conference  rooms,  swimming pool  facilities,  recreational  amenities,  office
facilities,  drainage  system and  facilities,  air  ventilation  and  filtering
systems and  facilities  and utility  facilities  and  connections  for sanitary
sewer, potable water, irrigation,  electricity,  telephone, cable television and
natural gas, if  applicable,  to the extent the same form a part of the Property
and  all  appurtenances   thereto  acquired  by  Purchaser  in  connection  with
Purchaser's acquisition of the Property pursuant to the terms of this Agreement.

         "Intangible  Property"  shall mean,  with respect to any Property,  all
transferable  or assignable (a)  governmental  permits,  including  licenses and
authorizations,  required for the  construction,  ownership and operation of the
Improvements,  including without limitation certificates of occupancy,  building
permits,   signage  permits,  liquor  licenses,   site  use  approvals,   zoning
certificates,  environmental  and land  use  permits  and any and all  necessary
approvals from state or local authorities (hereinafter defined as "Permits") and
other approvals granted by any public body or by any private party pursuant to a
recorded  instrument  relating to the Property and (b)  certificates,  licenses,
warranties and  guarantees and the Contracts held by Seller,  other than (x) the
Excluded Assets and (y) such permits, operating permits, certificates,  licenses
and approvals which are to be held by, or transferred to, the Tenant in order to
permit the Tenant to operate such Property properly in accordance with the terms
of the Lease.

         "Inventories" shall have the meaning given such term in the Lease.

         "Lease"  shall  mean the  Lease  Agreement  in the form of  Schedule  C
attached hereto to be entered into by Tenant and Purchaser.

         "Limited  Rent  Guaranty"  shall mean the Limited Rent  Guaranty in the
form of Schedule D hereto to be entered into by MI in respect of the Lease.

         "Membership  Interest Pledge" shall mean the Membership Interest Pledge
Agreement  in the form of  Schedule  E hereto to be  entered  into by MI, or its
affiliates,  owning all of the outstanding  membership  interests in Tenant,  as
pledgor, and the Purchaser of such Property, as pledgee, as further security for
the performance of Tenant's obligations under the Lease for such Property.

         "Mere Director" shall mean a Person who holds the office of director of
a  corporation  and who, as such  director,  has the right to vote not more than
twelve and one-half  percent  (12.5%) of the total voting rights on the board of
directors of such  corporation,  and who  represents or acts on behalf of a mere
passive  investor  which  neither (i) owns more than three  percent  (3%) of the
total  voting  rights  attributable  to all shares or  ownership  interests of a
Competitor, nor (ii) otherwise has the power to direct or cause the direction of
the management or policies of a Competitor.

         "MI" shall mean Marriott  International,  Inc., a Delaware corporation,
its  successor  or  successors  by merger or  operation  of law, and assignee or
assignees to whom it has  transferred all or  substantially  all of its assisted
living facility assets and/or  businesses and which assumes in writing  Marriott
International, Inc.'s obligations under this Agreement.

         "Owner  Agreement" shall mean the Owner Agreement in substantially  the
form of Schedule F hereto to be entered into by MI,  Tenant and CHCLP in respect
of the Lease.

         "Permitted  Encumbrances" shall mean: (a) any and all matters affecting
title to the  Property  as shown on  Schedule  G hereto;  (b)  liens for  taxes,
assessments  and  governmental  charges with respect to the Property not yet due
and payable or due and payable but not yet  delinquent;  (c)  applicable  zoning
regulations  and  ordinances  and  other  governmental   laws,   ordinances  and
regulations;  (d) such other  nonmonetary  encumbrances  which  were  granted by
Seller  in  order  to  facilitate,   in  Seller's  reasonable  discretion,   the
construction  and operation of the  Improvements;  (e) any utility,  drainage or
other  easements  which are  customary in connection  with (or which  reasonably
serve) the Improvements;  (f) the Lease; (g) such other nonmonetary encumbrances
with  respect to the  Property  which are not  objected to by the  Purchaser  in
accordance  with  Section  2.3;  and (h) such  matters as are  disclosed  by the
Existing Survey.

         "Person" shall mean any individual or Entity, and the heirs, executors,
administrators,  legal  representatives,  successors  and assigns of such Person
where the context so admits.

         "Plans  and   Specifications"   shall  mean  those  certain  plans  and
specifications which have been approved by Purchaser and which are identified on
Schedule H.

         "Property" shall mean the Real Property and Improvements, together with
the Assets relating to the Property.

         "Proprietary Information" shall have the meaning given such term in
the Lease.
         "Purchase Price" shall mean the amount set forth on Schedule A hereto.

         "Purchaser" shall mean CHCLP and its permitted successors and assigns.

         "Real Property" shall mean the real property described in Schedule I to
this Agreement, together with all easements, rights of way, privileges, licenses
and appurtenances which the Seller may now own or hereafter acquire with respect
thereto,  less any portion or  portions  thereof  taken by way of an  Immaterial
Taking.

         "Reserve" shall have the meaning given such term in the Lease.

         "Seller" shall mean Marriott Senior Living Services, Inc.

         "Tenant" shall mean a limited liability company, wholly-owned, directly
or indirectly, by MI.

         "Title  Commitments"  shall have the meaning given such term in Section
2.3.

         "Title  Company" shall mean First American Title  Insurance  Company or
such other title insurance  company as shall have been approved by the Purchaser
and the Seller.

         SECTION 2.  PURCHASE-SALE; DILIGENCE.

         2.1  Purchase-Sale.  In  consideration  of the mutual  covenants herein
contained,  the Purchaser hereby agrees to purchase the Property from the Seller
and the Seller  hereby  agrees to sell the  Property  to the  Purchaser  for the
Purchase  Price,  subject to and in accordance  with the terms and conditions of
this Agreement.

         2.2 Diligence Inspections. Purchaser has approved (or is deemed to have
approved for purposes of this  Agreement)  the Property in its "as is, where is"
condition as of the date hereof.  The Seller shall permit the  Purchaser and its
representatives  to inspect the  Improvements  at such  reasonable  times as the
Purchaser or its  representatives  may request by reasonable prior notice to the
Seller. During any such inspection,  the Purchaser and its representatives shall
minimize any resulting  interference with the operation of the Property.  To the
extent that, in connection with such investigations,  the Purchaser, its agents,
representatives or contractors,  damages or disturbs the Property, the Purchaser
shall  return  the  same to  substantially  the  same  condition  which  existed
immediately prior to such damage or disturbance.  The Purchaser shall indemnify,
defend and hold  harmless the Seller from and against any and all expense,  loss
or damage (including, without limitation,  reasonable attorneys' fees) which the
Seller  may incur as a result of any act or  omission  of the  Purchaser  or its
representatives,  agents or contractors in connection with any such inspections,
other than any expense,  loss or damage  arising from any act or omission of the
Seller. The foregoing indemnification agreement shall survive the termination of
this Agreement and the Closing hereunder.

         2.3 Title Matters.  Purchaser has approved (or is hereby deemed to have
approved)  the  state  of  title  to the  Property  and all  exceptions  thereto
reflected in the written  commitments  for the issuance of (a) a title insurance
policy  for the  Property,  a copy of which  commitment  is  attached  hereto as
Schedule J (the  "Commitment"),  and (b) a  Leasehold  Owner's  Title  Insurance
Policy for the Property naming Tenant as the insured, a copy of which commitment
is  attached  hereto as  Schedule K (the  "Leasehold  Policy  Commitment")  (the
Commitment and Leasehold  Policy  Commitment  herein,  collectively,  the "Title
Commitments").  Purchaser  has  approved the  Commitment  and the form of policy
provided for therein.  MI has approved the Leasehold  Policy  Commitment and the
form of the leasehold policy provided for therein on behalf of the Tenant.

         In the event  that  Seller  decides  to  encumber  a  Property  with an
additional  document,  instrument or other matter,  Seller shall give  Purchaser
notice thereof together with a copy of the document,  instrument or other matter
to be placed of record  against the Property  ("Additional  Exception").  Within
five (5) Business  Days after  receipt of a notice of any  Additional  Exception
with respect to any Property,  the Purchaser shall give the Seller notice of its
approval or disapproval  thereof.  Purchaser  shall not withhold its approval of
any such Additional Exception which would be a Permitted  Encumbrance  specified
in  clauses  (a)  through  (g),  inclusive,   of  the  definition  of  Permitted
Encumbrance  in  Section  1,  and  shall  not  unreasonably  withhold,  delay or
condition its approval of any other Additional Exception.  If Purchaser fails to
respond within said five (5) Business Day period,  Purchaser  shall be deemed to
have approved such Additional Exception.  If Purchaser unreasonably  disapproves
of any Additional Exception, Seller shall be excused from performing any term or
condition (or any portion or aspect of a term or  condition)  of this  Agreement
which Seller is unable or  unwilling to perform as a result of its  inability to
enter into and/or record such Additional Exception.

         In the event that an encumbrance is placed on any Property  (other than
a monetary  encumbrance,  which Seller shall pay, provided such encumbrance does
not exceed $250,000) as a result of judicial action taken by a local,  state, or
Federal  governmental  entity with  respect to violation of any state or Federal
environmental  laws not caused by,  authorized or  acquiesced to by Seller,  the
Purchaser's sole remedy shall be (A) to terminate this Agreement, in which event
this Agreement  shall  terminate and be of no further force or effect and Seller
shall reimburse to Purchaser the Purchaser's expenses incurred in respect of the
Property,  not to exceed  $5,000 (and direct Escrow Agent to refund to Purchaser
the Deposit as provided in Section 10.3) or (B) to consummate  the  transactions
contemplated hereby, notwithstanding such encumbrance,  without any abatement or
reduction in the Purchase Price for the Property on account thereof.

         2.4 Survey.  Purchaser has approved the survey ("Existing  Survey") for
the  Property and all matters  shown  thereon  (other than the  billboard on the
southwest  corner of the  Property),  which survey is  identified  on Schedule L
attached hereto.

         2.5  Environmental  Report.  Purchaser  has  approved  and  accepts the
environmental  condition  of the  Property as existing on the date hereof and as
reflected  in the  environmental  report or reports  in respect of the  Property
identified in Schedule Q hereto.

         2.6 Immaterial  Taking.  If prior to the Closing of the purchase of the
Property,  such  Property  is the subject of a  condemnation  which does not, in
Seller's  reasonable  opinion,  affect any material part of the Improvements and
does not materially  adversely  affect access to the  Improvements or compliance
with  applicable  zoning  or  building   requirements,   including  parking  (an
"Immaterial  Taking"),  Seller will provide  written  notice of such  Immaterial
Taking to Purchaser and this  Agreement  will remain in full force and effect in
respect of the purchase and sale of such Property,  but with an abatement of the
Purchase Price for such Property equal to the amount of the award paid to Seller
on  account of such  taking,  less the amount of  Seller's  costs and  expenses,
including  reasonable   attorneys'  fees  and  expenses,   in  establishing  and
collecting such award.

         SECTION 3.  PURCHASE AND SALE.

         3.1  Closing.  (a) The  purchase  and  sale of the  Property  shall  be
consummated at a closing (the "Closing") in escrow with the Title Company at the
offices of Seller at 10400 Fernwood Road, Bethesda,  Maryland,  or at such other
location as the Seller and the Purchaser may agree,  at 10:00 a.m. local time on
the date (the "Closing  Date") that is three (3) Business  Days after  Purchaser
receives  written notice that the condition set forth in Section 4.1(x) has been
fulfilled but not earlier than April 4, 2000 and not later than April 14, 2000.

         3.2 Purchase Price. At the Closing, the Purchase Price for the Property
shall be payable by wire transfer of immediately  available funds on the Closing
Date to an account  or  accounts  to be  designated  by the Seller  prior to the
Closing,  subject to any adjustments and apportionments made pursuant to Section
9.1 of this Agreement.

         3.3  Competitor.  In the event that any sale,  assignment,  transfer or
other disposition, for value or otherwise,  voluntary or involuntary, by merger,
operation  of  law  or  otherwise,  in  a  single  transaction  or a  series  of
transactions,  of any interest in Purchaser or any Person  having an interest in
Purchaser,  directly  or  indirectly,  results,  directly  or  indirectly,  in a
Competitor  owning a Controlling  Interest in  Purchaser,  Seller shall have the
right, but not the obligation, to terminate this Agreement (and such termination
shall  not  constitute  a  default  under  any of the  related  transactions  or
documents  contemplated  thereby,  including this  Agreement),  and, solely with
respect to this Section 3.3,  Purchaser shall be entitled to direct Escrow Agent
to refund to Purchaser the entire Deposit.

         SECTION 4.  CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE.

         The  obligation of the Purchaser to acquire the Property on the Closing
Date shall be subject to the satisfaction or waiver of the following  conditions
precedent on and as of the Closing Date:

         4.1 Closing Documents. The Seller shall have delivered to the Purchaser
with respect to the applicable Property:

         (a) A special warranty deed, duly executed by the Seller,  conveying to
Purchaser  good and  marketable  title to the  Property,  free  from all  liens,
encumbrances,  security  interests,  options and  adverse  claims of any kind or
character,  subject  to the  Permitted  Encumbrances  and  except  as  otherwise
specifically permitted hereunder;

         (b) A Warranty Bill of Sale, an Assignment of Contracts,  an Assignment
of Intangible Property and an Assignment of Construction-Related Contracts, each
duly executed by Seller (or MI, as  applicable),  transferring  and assigning to
Purchaser all rights,  title and interest of Seller (and MI, as  applicable)  in
the Assets,  together  with,  to the extent the same are in the Seller's or MI's
(or their agent's)  possession,  original (or copies certified by Seller as true
and correct),  fully executed copies of all agreements  constituting  any of the
same;

         (c)      The Lease for the Property duly executed by Tenant;

         (d)      The Limited Rent Guaranty duly executed by MI;

         (e)      The Membership Interest Pledge duly executed by Seller;

         (f) A copy of the fully  executed  Operating  Agreement with respect to
the Property ;

         (g)      The Owner Agreement duly executed by MI;

         (h)      A copy of the final certificate of occupancy for the Property;

         (i) An architect's  certificate in respect of the  Improvements  to the
Property in the form attached hereto as Schedule M, or as otherwise  provided in
Section 4.2(c) below;

         (j) An engineer's  certificate  in respect of the  Improvements  to the
Property in the form attached hereto as Schedule N, or as otherwise  provided in
Section 4.2(c) below;

         (k) Certified  copies of applicable  resolutions  and  certificates  of
incumbency with respect to the Seller, Tenant, MI, and such other persons as the
Purchaser may reasonably require;

         (l) A  certificate  of a  duly  authorized  officer  of MI  and  Seller
confirming  the  continued  truth  and  accuracy  of  the   representations  and
warranties  of the Seller in this  Agreement  (subject to such changes as Seller
has given  notice of to  Purchaser  pursuant to Section 6 and subject to Section
4.2(b));

         (m) A copy of the certificate of substantial  completion  substantially
in the  form of AIA  G704,  if any,  and a copy of the  final  "punch  list"  of
incomplete  work,  if  any,   required  upon   substantial   completion  of  the
Improvements;

         (n)      The "As-Built" Drawings;

         (o)      The Permits (or copies thereof certified by Seller as true
and correct);

         (p)      The Contracts (or copies thereof certified by Seller as true
and correct);

         (q) Copies of any and all warranties  and guarantees  pertaining to the
Improvements,  specifically  including the manufacturers  roof membrane warranty
issued with respect to the buildings comprising the Improvements;

         (r)      Insurance certificates to be provided by Tenant pursuant to
the Lease;

         (s)      The FF&E Schedule;

         (t) An Owner's  affidavit in the usual and customary  form of the Title
Company for the purpose of satisfying any request for the same in the applicable
Title Commitment;

         (u)      A settlement statement;

         (v) Joint  written  notification  from Seller and  Purchaser  to Escrow
Agent pursuant to the Escrow  Agreement  (hereinafter  defined)  authorizing the
release to Seller of the Deposit for  application to the Purchase Price for such
Property;

         (w) A  certificate  duly executed by Seller as required by the Illinois
Responsible Party Transfer Act;

         (x) Evidence of the approval by the Illinois Health Facilities Planning
Board of a  Certificate  of Exemption  from Change of Ownership  relating to the
transfer of ownership of the Property from Seller to Purchaser; and

         (y) An "as-built" survey prepared by Manhard Consulting,  Ltd. dated as
of March 2000 which does not disclose any matter not referred to in clauses (a),
(c), (d), (e) or (g) of the definition of Permitted  Encumbrances and that would
become an  additional  exception in the title  policies  issued  pursuant to the
Title Commitments and not set forth in the Title Commitments.

         (z) Such other documents,  certificates and other instruments as may be
reasonably required to consummate the transaction contemplated hereby.

         4.2      Condition of the Property

         (a) No action shall be pending or threatened  for the  condemnation  or
taking  by  power  of  eminent  domain  of all or any  material  portion  of the
Property;

         (b) All material licenses,  permits and other authorizations  necessary
for the current use,  occupancy and  operation of the Property  shall be in full
force and effect; however, in the event that Seller fails to obtain any such

licenses,  permits or other  authorizations  and  discloses  same to  Purchaser,
Purchaser  may,  but shall not be required to, waive  Seller's  compliance  with
Section 6.12 of this Agreement and proceed with Closing; and

         (c) The Purchaser shall have received an architect's certificate in the
form of Schedule M executed by the Architect and an  engineer's  certificate  in
the form of Schedule N,  executed by the  Engineer in respect of the  applicable
Property;  provided,  however,  that in the  event  that  Seller  is not able to
deliver to Purchaser  either or both of the foregoing  certificates  executed by
the Architect  and/or  Engineer,  as applicable,  Purchaser shall accept in lieu
thereof,  a certificate  executed by Seller in  substantially  the form attached
hereto as Schedule M-1 and/or Schedule N-1, as applicable.

         4.3 Title Policies.  The Title Company shall be prepared,  subject only
to payment of the applicable  premium and delivery of all conveyance  documents,
to issue the title  policies  pursuant to the Title  Commitments,  in accordance
with Section 2.3.

         4.4 Opinions of Counsel.  The  Purchaser  shall have received a written
opinion from  counsel to the Seller and MI (which may be its in-house  counsel),
in form and substance reasonably  satisfactory to the Purchaser and its counsel,
regarding the organization, good standing and/or authority of the Seller and MI,
the  Tenant,  and  the  guarantor  under  the  Limited  Rent  Guaranty  and  the
enforceability  of this  Agreement,  the Lease,  the Limited Rent Guaranty,  the
Owner  Agreement and the Membership  Interest Pledge and such other matters with
respect to the transactions  contemplated by this Agreement as the Purchaser may
reasonably require.

         4.5 FF&E  Schedule.  Attached  hereto as Schedule R is a schedule  (the
"FF&E  Schedule") of all FF&E at the Property  owned by Seller and which FF&E is
intended to be part of the Assets to be owned by  Purchaser  upon and  following
such  Closing.  Upon  reasonable  prior  notice to  Seller,  Purchaser  shall be
entitled  to  inspect  the FF&E at the  Property  prior to  Closing  in order to
confirm and verify the FF&E Schedule.

         4.6      Other.

         (a) The  representations  and warranties of the Seller and MI set forth
in Section 6 hereof (as the same may have been  changed by notice from Seller as
provided  therein) shall be true,  correct and complete in all material respects
on and as of the Closing Date;

         (b) No Act of Bankruptcy on the part of the Seller,  MI or Tenant shall
have occurred and remain outstanding as of the Closing Date;

         (c) The Seller shall be the sole owner of good and marketable  title to
the applicable Property free and clear of all liens, encumbrances, restrictions,
conditions  and  agreements  (other  than the  Permitted  Encumbrances  and this
Agreement);

         (d) There shall be no unsatisfied state or federal tax liens against or
affecting  the  applicable  Seller,  or any tax audit of the Seller in  process,
which could result in a lien against the Property; and

         (e) There shall be no  outstanding,  unsettled claim against the Seller
arising  under any  insurance  policies in respect of the Seller or the Property
which could result in a lien against the Property.

         SECTION 5.  CONDITIONS TO SELLER'S OBLIGATION TO CLOSE.

         The  obligation  of the Seller to convey and transfer to the  Purchaser
the Property on the applicable  Closing Date is subject to the  satisfaction  or
waiver of the following conditions precedent on and as of such Closing Date:

         5.1  Purchase  Price.  The  Purchaser  shall  deliver to the Seller the
Purchase Price of the Property as provided in Section 3.2.

         5.2      Closing Documents.  The Purchaser shall have delivered to
the Seller:

         (a)  Duly  executed  and  acknowledged  counterparts  of the  documents
described in Subsections 4.1(b), (c), (d), (e), (g), (u) and (v);

         (b)      The Guaranty of Landlord's Obligations duly executed by the
Guarantor;

         (c) A  certificate  of a  duly  authorized  officer  of  the  Purchaser
confirming  the  continued  truth  and  accuracy  of  the   representations  and
warranties of the Purchaser in this Agreement;

         (d) Certified  copies of applicable  resolutions  and  certificates  of
incumbency with respect to the Purchaser,  the Guarantor, and such other persons
as the Seller or the Tenant may reasonably require; and

         (e) Such other documents,  certificates and other instruments as may be
reasonably required to consummate the transaction contemplated hereby.

         5.3  Opinions  of  Counsel.  The Seller  shall have  received a written
opinion from (a) Lowndes,  Drosdick, Doster, Kantor & Reed, P.A., counsel to the
Purchaser  (or  other  counsel  reasonably  acceptable  to  Seller,  MI and  its
counsel),  in form and  substance  reasonably  satisfactory  to  Seller  and its
counsel,  regarding  the good  standing and  authority of the  Purchaser and the
Guarantor,  and (b) counsel reasonably acceptable to Seller, MI, and its counsel
regarding the enforceability of this Agreement,  the Lease, the Owner Agreement,
the Guaranty of  Landlord's  Obligations  and such other matters with respect to
the  transactions  contemplated  by this  Agreement as MI,  Seller or Tenant may
reasonably require.

         SECTION 6.  REPRESENTATIONS AND WARRANTIES OF SELLER.

         To induce the  Purchaser to enter into this  Agreement,  the Seller and
MI, represent and warrant to the Purchaser as follows:

         6.1 Status and Authority of the Seller. The Seller is, or will be at or
before Closing, a corporation duly organized,  validly existing and in corporate
good  standing  under  the  laws  of its  state  of  incorporation,  and has all
requisite  power and authority  under the laws of such state and its  respective
charter documents to enter into and perform its obligations under this Agreement
and to consummate the transactions contemplated hereby. Seller is duly qualified
to transact  business and is in good standing in the state in which the Property
is located.

         6.2 Status and  Authority of MI. MI is a  corporation  duly  organized,
validly  existing and in corporate  good standing under the laws of its state of
incorporation,  and has all requisite power and authority under the laws of such
state  and its  respective  charter  documents  to enter  into and  perform  its
obligations under this Agreement and to consummate the transactions contemplated
hereby.  MI has duly  qualified to transact  business and is in good standing in
the state in which the Property is located.

         6.3 Status and Authority of Tenant. Tenant is, or will be at Closing, a
limited liability company, duly organized, validly existing and in good standing
under the laws of the State of Delaware and duly qualified to do business and in
good standing under the laws of the state in which the Property is located.

         6.4 Employees The Seller shall be responsible  for payment of all wages
and salaries  payable to, and all vacation pay, pension and welfare benefits and
other fringe benefits  accrued with respect to all  individuals  employed by the
Seller at the  Property  relating to the period  prior to the Closing and Tenant
shall be responsible for payment of all wages, salaries and benefits relating to
the period  commencing on and from and after the Closing.  At no time hereunder,
upon  Closing or under the Lease,  shall any of the  employees  at the  Property
including  employees of any manager thereof, be or be deemed to be the employees
of Purchaser,  and upon and after Closing,  be or be deemed to be transferred to
Purchaser.  If  required,  the  Seller  will  comply  with the  notice and other
requirements under the Worker Adjustment  Retraining and Notification Act ("WARN
Act"),  the  Consolidated  Omnibus  Budget  Reconciliation  Act ("COBRA") or any
similar state or local  legislation with respect to such employee  matters,  and
such obligation shall survive Closing,  notwithstanding anything to the contrary
in the WARN  Act.  Because  Purchaser  at no time will be or be deemed to be the
employer of employees at the  Property,  it is expressly  understood  and agreed
that  Purchaser  is not and shall not be  responsible  or  liable,  directly  or
indirectly, for payment of any benefits, severance liability,  compensation, pay
or other  obligations,  of  whatever  nature,  due or  alleged  to be due to any
employee at the Property including  employees of any manager thereof,  or of the
Seller attributable to any time period up to, upon and after Closing. Similarly,
there shall be no union agreements,  pension plans, health plans, benefit plans,
deferred compensation plans, bonus plans or vacation plans or similar agreements
for or concerning such employees which shall be binding upon Purchaser.

         6.5 Existing  Agreements.  There are no (or will not be at the Closing)
service  contracts,  maintenance  agreements,  leasing  commissions or brokerage
agreements, repair contracts,  property management contracts,  contracts for the
purchase  or  delivery  of labor,  services,  materials  or goods,  supplies  or
equipment,  leases,  licensees or occupancy  agreements,  or similar  agreements
entered  into  by or on  behalf  of any  Seller  which  will be  obligations  of
Purchaser after the Closing, other than (i) the Permitted Encumbrances, (ii) the
documents to be assigned to the Purchaser  pursuant to the terms  hereof,  (iii)
the  Contracts,  (iv) the  Lease,  (v) the Owner  Agreement,  and (vi) any other
document or instrument given or entered into in connection with Closing.

         6.6 Tax Returns. All tax returns for privilege, gross receipts, excise,
sales and use, personal property and franchise taxes required by law to be filed
by the Seller  prior to the date of the Closing will be prepared and duly filed,
prior to the Closing (or after Closing with respect to pre-Closing  matters) and
all taxes,  if any,  shown on such  returns or otherwise  determined  to be due,
together with any interest or penalties thereon, will be paid by Seller prior to
Closing, or allowance made therefor at Closing.

         6.7 Action of MI and  Seller.  MI and Seller  have taken all  necessary
action to authorize the execution,  delivery and  performance of this Agreement,
and upon the execution and delivery of any document to be delivered by MI or the
Seller on or prior to each Closing Date,  such  document  shall  constitute  the
valid and binding  obligation and agreement of MI and/or Seller,  as applicable,
enforceable  against MI and/or  Seller,  as  applicable,  as the case may be, in
accordance  with  its  terms,   except  as  enforceability  may  be  limited  by
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws of general
application   affecting  the  rights  and  remedies  of  creditors  and  general
principles of equity.

         6.8 No Violations of  Agreements.  Neither the  execution,  delivery or
performance of this  Agreement by the Seller and/or MI, nor compliance  with the
terms and provisions hereof, will result in any breach of the terms,  conditions
or provisions of, or conflict with or constitute a default  under,  or result in
the creation of any lien,  charge or encumbrance  upon the Property  pursuant to
the  terms  of any  indenture,  mortgage,  deed  of  trust,  note,  evidence  of
indebtedness or any other agreement or instrument by which the Seller and/or MI,
as the case may be, is bound.

         6.9  Litigation.  Neither Seller nor MI has received  written notice of
and, to the Seller's and MI's knowledge, no investigation,  action or proceeding
is pending or, to the Seller's and MI's  knowledge,  threatened,  and the Seller
has not received  written notice of and, to the Seller's and MI's knowledge,  no
investigation  looking toward such an action or proceeding has begun,  which (a)
questions  the  validity of this  Agreement  or any action  taken or to be taken
pursuant  hereto,  or (b) may result in or subject  the  Property  to a material
liability  which is not  covered  by  insurance,  whether  or not  Purchaser  is
indemnified  by Seller  and/or MI with  respect  to the  same,  or (c)  involves
condemnation  or eminent  domain  proceedings  against any material  part of the
Property.

         6.10 Not A Foreign Person.  The Seller is not a "foreign person" within
the  meaning  of Section  1445 of the United  States  Revenue  Code of 1986,  as
amended, and the regulations promulgated thereunder.

         6.11 Construction  Contracts;  Mechanics' Liens. At the Closing,  there
will be no  outstanding  contracts  made by the Seller for the  construction  or
repair of any  Improvements  relating to the Property  which have not been fully
paid for or  provision  for the payment of which has not been made by Seller and
Seller shall  discharge and have released of record or bonded all  mechanics' or
materialmen's  liens, if any,  arising from any labor or materials  furnished to
such  Property  prior to the  Closing to the extent any such lien is not insured
over by the Title Company or bonded over pursuant to applicable law.

         6.12 Permits,  Licenses. As of the Closing, there will be in effect all
material licenses  (including liquor licenses,  if required),  permits and other
authorizations  necessary  for the then current use,  occupancy and operation of
the  Property,  unless  failure to obtain any such  licenses,  permits and other
authorizations  is disclosed  to  Purchaser,  and  Purchaser  waives  compliance
herewith in accordance with Section 4.2(b) of this Agreement.

         6.13 Hazardous Substances.  Except as otherwise disclosed to Purchaser,
including without limitation any matters described in the Environmental Reports,
to the  Seller's  and MI's  knowledge,  the  Seller,  since the date that Seller
acquired title to the Property, has not stored or disposed of (or engaged in the
business of storing or disposing of, or  authorized  the storage or disposal of)
nor has released nor caused nor authorized  the release of any hazardous  waste,
contaminants, oil, radioactive or other material on the Property, or any portion
thereof,  the  removal  of  which is  required  or the  maintenance  of which is
prohibited  or penalized by any  applicable  Federal,  state or local  statutes,
laws, ordinances, rules or regulations, and which has not as of the Closing Date
been removed  from the Property in  accordance  with such  applicable  statutes,
laws, ordinances, rules or regulations.

         6.14  Insurance.  The Seller has  received  no written  notice from any
insurance  carrier  of  defects  or  inadequacies  in  the  Property  which,  if
uncorrected,  would result in a termination of insurance  coverage or a material
increase in the premiums charged therefor.

         6.15 Financial Information.  Financial information,  including, without
limitation,  all books and  records  and  financial  statements  relating to the
Property,  which have been provided to Purchaser are true,  correct and complete
in all material respects.

         6.16 Contracts.  Seller has performed all of its obligations under each
Contract  to  which  the  Seller  is a  party  or is  subject  and  no  fact  or
circumstance  has  occurred,  which by itself or with the passage of time or the
giving of notice or both would  constitute  a default  under any such  Contract.
Further,  to  Seller's  knowledge,  all other  parties  to such  Contracts  have
performed all of their  obligations  thereunder in all material respects and are
not in default thereunder.
         6.17 Title to FF&E.  The Seller  has good and  marketable  title to the
FF&E described on the FF&E Schedule.

         6.18 FF&E.  The FF&E  Schedule  accurately  describes  in all  material
respects the FF&E owned by the Seller and located at the Property.

         The  representations  and  warranties  made in this Agreement by Seller
and, if applicable, MI, in Section 6.1 through Section 6.10, inclusive, are made
as of the  date  hereof  and  shall be  deemed  remade  by the  Seller  and,  if
applicable,  MI, as of the Closing Date for the  Property  the Seller,  with the
same  force  and  effect  as  if  made  on,  and  as  of,  such  date;  and  the
representations  and  warranties  made in  this  Agreement  by  Seller  and,  if
applicable,  MI, in Section 6.11 through Section 6.19, inclusive,  shall be made
as of the Closing  Date,  provided,  however,  that,  the Seller  shall have the
right, from time to time prior to the Closing Date to modify the representations
and  warranties  made in Section 6.8 (No Violation of  Agreements),  Section 6.9
(Litigation)  and Section 6.14  (Insurance) as a result of changes in applicable
conditions beyond the control of Seller, by notice to the Purchaser and, in such
event, the representations and warranties shall be deemed modified to the extent
required by such changes,  and (a) if Seller and MI agree to indemnify Purchaser
against any loss that may be suffered by Purchaser as a result of such  changes,
then Purchaser will be required to close hereunder  without any abatement of the
Purchase Price or changes in any other condition, and (b) if Seller and MI elect
not to so indemnify Purchaser,  Purchaser shall have the option to either accept
the change and close, or reject the change, in which case Purchaser's obligation
to purchase the Property shall  terminate.  All  representations  and warranties
made in this  Agreement  by the Seller and MI shall  survive  the  Closing for a
period of one year.  Any action,  suit or proceeding  with respect to the truth,
accuracy  or  completeness  of any  such  representation  or  warranty  shall be
commenced,  if at all, on or before the date which is twelve  (12) months  after
the date of the Closing and, if not commenced on or before such date, thereafter
shall be void and of no force or effect.

         Prior to the Closing  contemplated  by this  Agreement,  Purchaser will
have had the opportunity to investigate  independently  all physical  aspects of
the Property, and to make all such independent inspections and/or investigations
of the Property that Purchaser deems necessary or desirable  including,  without
limitation,   review  of  the  building  permits,   certificates  of  occupancy,
environmental audits and assessments,  toxic reports, surveys,  investigation of
land use and development  rights,  development  restrictions and conditions that
are or may be imposed by governmental agencies,  agreements with associations or
other private  parties  affecting or concerning  the Property,  the condition of
title, soils and geological  reports,  engineering and structural  certificates,
tests and third-party  reports (if any),  governmental  agreements and approvals
and architectural plans and site plans.  Purchaser represents and warrants that,
in entering into this Agreement, Purchaser has not relied on any representation,
warranty,  promise or statement,  express or implied, of Seller or MI, or anyone
acting for or on behalf of Seller or MI,  other than as  expressly  set forth in
this Agreement; AND THAT, AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY
OF THIS  AGREEMENT BY SELLER AND MI,  PURCHASER  ACKNOWLEDGES  THAT THE PROPERTY
WILL,  UPON THE  ACQUISITION  BY  PURCHASER OF the  PROPERTY,  BE IN ITS "AS IS"
CONDITION  AND IN ITS "AS IS" STATE OF  REPAIR,  WITH ALL FAULTS  SUBJECT  ONLY,
HOWEVER,  TO THE EXPRESS COVENANTS,  REPRESENTATIONS  AND WARRANTIES MADE BY THE
SELLER  AND MI FOR  THE  BENEFIT  OF  PURCHASER  EXPRESSLY  SET  FORTH  IN  THIS
AGREEMENT.

         Except  as  otherwise  expressly  provided  in  this  Agreement  or any
documents  executed  and  delivered  by  Seller  or MI to the  Purchaser  at the
Closing,  the  Seller  and MI  disclaim  the  making of any  representations  or
warranties,  express or implied, regarding the Property or matters affecting the
same,  whether  made by the  Seller  or MI,  on the  Seller's  behalf or on MI's
behalf, or otherwise,  including,  without limitation, the physical condition of
the  Property,  title to, the  boundaries  or other survey  matters of, the Real
Property,  pest control  matters,  soil conditions,  the presence,  existence or
absence of hazardous wastes,  toxic substances or other  environmental  matters,
compliance with building,  health, safety, land use and zoning laws, regulations
and orders, structural and other engineering characteristics,  traffic patterns,
market data,  economic  conditions  or  projections,  and any other  information
pertaining to the Property or the market and physical environments in which they
are located. The Purchaser acknowledges that the Purchaser has entered into this
Agreement with the intention of making and relying upon its own investigation or
that of third parties with respect to the physical, environmental,  economic and
legal condition of each Property,  except as expressly  provided in Section 6.8,
Section 6.9, Section 6.11,  Section 6.12, Section 6.13, Section 6.15 and Section
6.17.  The Purchaser  further  acknowledges  that it has not received from or on
behalf of the Seller or MI, any accounting,  feasibility,  marketing,  economic,
tax, legal, architectural, engineering, property management or other advice with
respect to this transaction and is relying solely upon the advice of third party
accounting,  tax, legal,  architectural,  engineering,  property  management and
other advisors.

         As used in this  Agreement,  the phrases "to Seller's  knowledge,"  "to
MI's  knowledge" and "to Seller's and MI's knowledge" or words of similar import
shall mean the actual  (and not  constructive  or  imputed)  knowledge,  without
independent  investigation  or inquiry,  of Kevin E. Montano (and any subsequent
officer of  Marriott  Senior  Living  Services,  Inc.  having  direct  oversight
responsibility for the transactions  contemplated hereby), or Timothy J. Grisius
(and any subsequent finance officer of MI having direct oversight responsibility
for the transactions contemplated hereby), or of an employee of Seller or MI, or
any  Affiliated  Person  as to  either,  assigned  to  work at the  Property  in
connection with  construction of the Improvements  and/or in connection with the
installment of the FF&E on a full-time basis, if any.

         SECTION 7.  REPRESENTATIONS AND WARRANTIES OF PURCHASER.

         To induce the Seller to enter into this  Agreement,  the Purchaser and,
if Purchaser is other than CHCLP, CHCLP represents and warrants to the Seller as
follows:

         7.1  Status and  Authority  of the  Purchaser.  The  Purchaser  is duly
organized and validly  existing under the laws of the  jurisdiction  in which it
was formed,  and has all requisite  power and  authority  under the laws of such
state and under its charter  documents to enter into and perform its obligations
under this Agreement and to consummate the transactions contemplated hereby. The
Purchaser  is,  or will  be by the  Closing  Date,  duly  qualified  and in good
standing in each of the states in which the Property is located.

         7.2  Status  and  Authority  of  the  Guarantors.  CHCLP  is a  limited
partnership  duly organized and validly  existing under the laws of the State of
Delaware.  CHCP is a corporation  duly organized and validly  existing under the
laws of the State of Maryland.  CHCP and CHCLP each has all requisite  power and
authority  under the laws of the state  under  whose  laws it has  organized  or
incorporated  and under their  respective  charter  documents  to enter into and
perform its obligations  under this Agreement and to consummate the transactions
contemplated  hereby.  CHCLP is, or will be by the Closing Date,  duly qualified
and in good standing in each of the states in which the Property is located.

         7.3 Action of the  Purchaser.  The  Purchaser  has taken all  necessary
action to authorize the execution,  delivery and  performance of this Agreement,
and upon the  execution  and  delivery of any  document to be  delivered  by the
Purchaser on or prior to each Closing Date,  such document shall  constitute the
valid and binding obligation and agreement of the Purchaser, enforceable against
the  Purchaser in accordance  with its terms,  except as  enforceability  may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of
general  application  affecting the rights and remedies of creditors and general
principles of equity.

         7.4 No Violations of  Agreements.  Neither the  execution,  delivery or
performance of this Agreement by the  Purchaser,  nor compliance  with the terms
and  provisions  hereof,  will result in any breach of the terms,  conditions or
provisions of, or conflict with or constitute a default under,  or result in the
creation of any lien,  charge or encumbrance  upon any property or assets of the
Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note,
evidence of  indebtedness  or any other  agreement  or  instrument  by which the
Purchaser is bound.

         7.5  Litigation.  Purchaser  has received no written  notice of and, to
Purchaser's knowledge, no investigation, action or proceeding is pending and, to
Purchaser's  knowledge,  no action or proceeding is threatened and Purchaser has
received no notice of, and to Purchaser's  knowledge,  no investigation  looking
toward such an action or proceeding has begun,  which  questions the validity of
this Agreement or any action taken or to be taken pursuant hereto.

         The  representations  and  warranties  made  in this  Agreement  by the
Purchaser  are made as of the date  hereof  and  shall be  deemed  remade by the
Purchaser  as of the Closing  Date with the same force and effect as if made on,
and as of, such date. All  representations and warranties made in this Agreement
by the Purchaser shall survive the Closing for a period of one year. Any action,
suit or proceeding  with respect to the truth,  accuracy or  completeness of any
such  representation or warranty shall be commenced and served, if at all, on or
before the date which is twelve (12) months  after the date of the Closing  and,
if not  commenced  on or before  such date,  thereafter  shall be void and of no
force or effect.

         As used in this  Agreement,  the phrase "to  Purchaser's  knowledge" or
words of similar import shall mean the actual (and not  constructive or imputed)
knowledge, without independent investigation or inquiry, of Phillip M. Anderson.

         SECTION 8.  COVENANTS OF THE SELLER.

         The Seller and MI hereby covenant with the Purchaser as follows:

         8.1  Compliance  with  Laws.  From  the date of this  Agreement  to the
Closing Date, Seller shall use commercially  reasonable efforts to comply in all
material  respects  with  (i)  all  laws,  regulations  and  other  requirements
affecting the Property, from time to time applicable, of every governmental body
having  jurisdiction of the Property or the use or occupancy of any Improvements
located  thereon and (ii) all terms,  covenants and conditions of instruments of
record affecting the Property.

         8.2 Correction of Defects.  Seller shall  correct,  at Seller's or MI's
cost, all defects in the Improvements that are discovered and disclosed by or to
the Seller within one year following the acceptance of the  Improvements  by the
Seller from the general contractor for such Improvements. At Closing, Seller and
MI shall,  at  Purchaser's  request,  certify the outside date of such  one-year
warranty period to Purchaser. The Purchaser agrees to cooperate with the Seller,
MI and/or the Tenant in enforcing any applicable  warranties or guaranties  with
respect to such defects. Seller and/or Tenant shall have the exclusive right and
obligation to pursue the  aforementioned  rights and remedies;  however,  in the
event that Seller  and/or  Tenant  fails to exercise  such rights and  remedies,
after ten (10)  days  from  notice by  Purchaser  to Seller of such  failure  to
exercise such rights and remedies, Purchaser shall then have the right to pursue
the same.  The  provisions  of this Section 8.2 shall  survive any Closing under
this Agreement.

         8.3  Insurance.  The  Seller  shall,  at  no  expense  to  the  Seller,
reasonably cooperate with Purchaser in connection with Purchaser's obtaining any
insurance which may be required to be maintained by Purchaser under the terms of
the Lease for the Property following the Closing.

         8.4 Material  Defects in  Structural  Systems.  If, to Seller's or MI's
knowledge,  a material  construction  defect or a material  design defect in the
structural  system  of the  Improvements  exists at any time  prior to  Closing,
Seller or MI shall disclose the same to Purchaser,  provided that neither Seller
nor MI shall have any obligation to correct such  disclosed  defects if the cost
to correct  such defects  exceeds  $250,000.  If such cost exceeds  $250,000 and
Seller and MI elect not to correct,  then  Purchaser's  sole remedy  shall be to
terminate this  Agreement,  in which event this Agreement shall terminate and be
of no further  force or effect and  Seller  shall  reimburse  to  Purchaser  the
Purchaser's  expenses incurred in respect of the Property,  not to exceed $5,000
(and  direct  Escrow  Agent to refund to  Purchaser  the  Deposit as provided in
Section 10.3).

         SECTION 9.  APPORTIONMENTS.

         9.1  Apportionments.  Representatives of the Purchaser,  Tenant and the
Seller shall make and perform any and all of the adjustments and  apportionments
which are  appropriate  and usual for a transaction of this nature,  taking into
account  the  applicable  provisions  of  the  Lease  and  this  Agreement.  The
adjustments hereunder shall be calculated or paid in an amount based upon a fair
and reasonable  estimated  accounting performed and agreed to by representatives
of the Seller and the  Purchaser at the  applicable  Closing.  Subsequent  final
adjustments  and payments shall be made in cash or other  immediately  available
funds as soon as  practicable  after the Closing  Date,  and in any event within
ninety  (90) days  after  the  Closing  Date,  based  upon an agreed  accounting
performed by  representatives  of the Seller,  Tenant and the Purchaser.  In the
event the parties have not agreed with respect to the adjustments required to be
made  pursuant  to  this  Section  9.1  within  such  ninety-day  period,   upon
application by either party, a certified public accountant reasonably acceptable
to the Purchaser and the Seller shall determine any such adjustments  which have
not theretofore been agreed to between the Seller and the Purchaser. The charges
of such  accountant  shall be borne fifty  percent (50%) by the Seller and fifty
percent  (50%) by the  Purchaser.  Seller  shall  pay the  entire  amount of the
calendar  year 1999 real estate  taxes after the bill for such real estate taxes
is received  after the Closing Date and prior to the date such real estate taxes
become delinquent.  Seller shall pay (on or before the due date) that portion of
the  calendar  year 2000 real estate taxes  allocable  (on a daily basis) to the
period  commencing  on January 1, 2000 and ending on the Closing Date and Tenant
shall,  pursuant to the Lease,  pay (on or before the due date) that  portion of
the  calendar  year 2000 real estate taxes  allocable  (on a daily basis) to the
period  commencing  on the day after the Closing Date and ending on December 31,
2000.

         9.2      Closing Costs.

         (a) In the event that Closing is  consummated  hereunder,  Seller shall
pay all Third-Party Costs (hereinafter  defined) and Transfer Taxes (hereinafter
defined) to the extent that the aggregate  amount of all  Third-Party  Costs and
Transfer  Taxes  does not exceed  Sixty  Eight  Thousand  Nine  Hundred  Dollars
($68,900) and Purchaser  shall pay any  Third-Party  Costs and Transfer Taxes in
excess of Sixty Eight Thousand Nine Hundred Dollars  ($68,900).  As used herein,
the term  "Third-Party  Costs"  include  but  shall  not be  limited  to (i) the
Environmental  Reports;  (ii) the Existing Survey;  (iii) premiums for the title
insurance  policies to be  provided  at the Closing  pursuant to Section 2.3 and
Section 4.3(a);  (iv) any closing or escrow charges or other expenses payable to
the Title  Company  conducting  the  Closing;  (v) the third party MAI  property
appraisal of the  Property  obtained by  Purchaser;  (vi) the third party market
assessment report obtained by Purchaser; (vii) the third party architectural and
engineering inspection report of the Property obtained by Purchaser;  and (viii)
the third party audited  Special  Purpose  Financial  Statement for the Property
obtained by  Purchaser.  All  Third-Party  Costs shall be advanced by  Purchaser
prior to Closing  and in the event that  Closing is not  consummated  hereunder,
Purchaser  shall pay the  entire  amount  of the  Third-Party  Costs;  provided,
however,  that in the event  that this  Agreement  is  terminated  by  Purchaser
pursuant to Section 2.3 or Section 8.4, Seller shall pay (or reimburse Purchaser
for) such  Third-Party  Costs in an amount not exceeding  Five Thousand  Dollars
($5,000).

         (b) As used herein,  the term "Transfer Taxes" shall mean any transfer,
sales, use, recordation or other similar taxes, impositions or expenses incurred
in connection with the Closing of the  transactions  contemplated  hereby and/or
the  recordation  or  filing  of any  documents  or  instruments  in  connection
therewith or the sale,  transfer or  conveyance  of the Property  from Seller to
Purchaser  or the lease of the  Property  from  Purchaser  to  Tenant;  provided
Transfer Taxes shall not include, and Seller shall be solely responsible for any
taxes due in  respect  of its  income,  net worth or  capital,  if any,  and any
privilege, sales and occupancy taxes, due or owing to any governmental entity in
connection  with the  operation  of the Property for any period of time prior to
Closing, and Purchaser or Tenant, as applicable, shall be solely responsible for
all such taxes for any period from and after Closing,  and provided further that
any income tax arising as a result of the sale and  transfer of the  Property by
Seller to Purchaser  shall be the sole  responsibility  of Seller and any income
tax arising as a result of the lease of the  Property  from  Purchaser to Tenant
shall be the sole responsibility of Tenant or Purchaser, as applicable.

         (c)  Except  as  expressly  provided  in this  Section  9,  Seller  and
Purchaser  shall each pay their own  separate  costs and  expenses  incurred  in
connection with the  transactions  contemplated  hereby,  including the fees and
expenses of counsel in connection  with the  preparation and negotiation of this
Agreement,  the Lease and all other  documents  and  instruments  in  connection
therewith  and in  consummating  any  and all of the  transactions  contemplated
hereby and thereby.

         (d) The  obligations  of the parties under this Section 9 shall survive
the Closings.

         SECTION 10.  DEFAULT.

         10.1  Default  by the  Seller.  If the Seller or MI shall have made any
representation  or warranty herein which shall be untrue in any material respect
when made or  updated as herein  provided,  or if the Seller or MI shall fail to
perform any of the material  covenants and agreements  contained herein and such
condition or failure continues for a period of ten (10) days (or such additional
period as may be  reasonably  required to  effectuate  a cure of the same) after
notice  thereof from the  Purchaser,  the Purchaser may terminate this Agreement
and Seller shall  reimburse to Purchaser the  Purchaser's  expenses  incurred in
respect of the  Property,  not to exceed  $30,000  (and direct  Escrow  Agent to
refund to  Purchaser  the  Deposit  as  provided  in Section  10.3),  and/or the
Purchaser  may pursue any and all remedies  available to it at law or in equity,
including,  but not  limited  to,  a suit  for  specific  performance  or  other
equitable relief;  provided,  however, that in such event (x) neither Seller nor
MI shall be liable for (and Purchaser hereby agrees that it will not commence or
prosecute any action for) consequential or punitive or exemplary damages and (y)
the  aggregate  liability  of the  Seller or MI under this  Agreement  shall not
exceed an amount  equal to One  Hundred  Thousand  Dollars  ($100,000)  plus the
reasonable  attorneys' fees and expenses  incurred by Purchaser in enforcing the
Agreement against Seller and/or MI in respect of Seller's or MI's default. It is
understood  and agreed that for  purposes  of this  Section  10.1,  if a default
results from a false  representation  or warranty,  such default shall be deemed
cured if the events, conditions,  acts or omissions giving rise to the falsehood
are cured within the applicable cure period even though,  as a technical matter,
such representation or warranty was false as of the date actually made.

         10.2 DEFAULT BY THE  PURCHASER.  IF THE  PURCHASER  SHALL HAVE MADE ANY
REPRESENTATION  OR WARRANTY  HEREIN WHICH SHALL BE UNTRUE OR  MISLEADING  IN ANY
MATERIAL  RESPECT OR IF THE PURCHASER SHALL FAIL TO PERFORM ANY OF THE COVENANTS
AND AGREEMENTS CONTAINED HEREIN AND SUCH CONDITION OR FAILURE SHALL CONTINUE FOR
A PERIOD  OF TEN  (10)  DAYS (OR SUCH  ADDITIONAL  PERIOD  AS MAY BE  REASONABLY
REQUIRED TO EFFECTUATE A CURE OF THE SAME;  PROVIDED  THAT NO SUCH  EXTENSION OF
TIME SHALL APPLY TO PURCHASER'S  FAILURE TO PAY THE PURCHASE PRICE AT CLOSING OR
OTHERWISE  OPERATE TO EXTEND THE CLOSING  DATE) AFTER  NOTICE  THEREOF  FROM THE
SELLER,  THE SELLER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY, AT LAW, OR IN EQUITY,
TERMINATE THIS AGREEMENT,  WHEREUPON,  THE PURCHASER SHALL PAY TO THE SELLER, AS
LIQUIDATED DAMAGES AND NOT AS A PENALTY, THE SUM OF ONE HUNDRED THOUSAND DOLLARS
($100,000) (the "LIQUIDATED DAMAGES AMOUNT") PLUS THE REASONABLE ATTORNEYS' FEES
AND EXPENSES  INCURRED BY SELLER IN ENFORCING THE AGREEMENT AGAINST PURCHASER IN
RESPECT OF PURCHASER'S DEFAULT.

<TABLE>
<CAPTION>

------------------------------------------------------------ ---------------------------------------------------------
                   PURCHASER'S INITIALS                                         SELLER'S INITIALS
<S><C>
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------

-----------------------------                                -------------------------------------
CNL HEALTHCARE                                               MARRIOTT SENIOR LIVING
PARTNERS, LP                                                 SERVICES, INC.


                                                             --------------------------------------------------------
                                                             MARRIOTT INTERNATIONAL, INC.
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>


         It is understood  and agreed that for purposes of this Section 10.2, if
a default results from a false representation or warranty, such default shall be
deemed cured if the events,  conditions,  acts or  omissions  giving rise to the
falsehood  are cured  within  the  applicable  cure  period  even  though,  as a
technical  matter,  such  representation  or  warranty  was false as of the date
actually made.

         10.3 Purchaser's  Deposit.  In order to secure Purchaser's  performance
hereunder,  including,  without  limitation,  its  obligation to pay  liquidated
damages as provided in Section 10.2, Purchaser has heretofore provided,  or will
provide  immediately  upon the execution and delivery of this Agreement,  a cash
deposit in the amount of the  Liquidated  Damages Amount (said deposit is herein
referred to as the  "Deposit") to the Escrow Agent.  The Escrow Agent shall hold
and disburse the Deposit pursuant to the terms of the Escrow  Agreement  entered
into among Seller, Purchaser and Escrow Agent of even date herewith, a true copy
of which is attached hereto as Schedule P (the "Escrow Agreement").

         If Purchaser  defaults on its  obligations  hereunder  such that Seller
becomes  entitled to the Liquidated  Damages Amount as provided in Section 10.2,
Seller shall be immediately  entitled to the entire  Deposit as such  liquidated
damages.  If Purchaser  elects to terminate this Agreement  pursuant to Sections
2.3 or 8.4, or if Seller  elects to  terminate  this  Agreement  pursuant to the
provisions of Section 3.3,  Purchaser  shall be entitled to the prompt return of
the Deposit and the parties  shall so direct the Escrow Agent to pay the Deposit
to  Purchaser  and  thereupon  shall have no further  obligations  hereunder  in
respect  of the  Property  except  any  obligations  which  expressly  survive a
termination  of this  Agreement.  In the event  Seller  becomes  entitled to the
Deposit  hereunder,  the Escrow  Agent shall  promptly  disburse  the Deposit to
Seller in the manner provided for in the Escrow Agreement.

         The  Deposit  shall  be held by  Escrow  Agent  in an  interest-bearing
account and Escrow Agent shall be  authorized  to deliver the  interest  accrued
thereon from time to time to Purchaser. In the event that Closing is consummated
hereunder,  the Deposit  shall be returned to Purchaser  promptly  following the
occurrence of the Closing.

         SECTION 11.  MISCELLANEOUS.

         11.1     Agreement to Indemnify.

         (a)  Subject  to  any  express  provisions  of  this  Agreement  to the
contrary,  from and after the  Closing,  (i) the Seller and MI shall  indemnify,
defend and hold harmless the Purchaser from and against any and all obligations,
claims,  losses,  damages,   liabilities,   and  expenses  (including,   without
limitation,  reasonable  attorneys'  and  accountants'  fees and  disbursements)
arising out of (v) any  termination  of  employment of employees at the Property
prior to or upon the Closing  resulting  from the  termination  of employment of
such  employees by Seller or its  operator  and/or the failure of Tenant to hire
such employees (including, without limitation, severance pay, wrongful discharge
claims,  and claims  and/or  fines  under  federal,  state or local  statutes or
regulations,  including without  limitation the Worker Adjustment and Retraining
Notification  Act), (w) the employment of such individuals  prior to the Closing
Date, including,  without limitation,  employment-related claims;  COBRA-related
claims;  disability claims; vacation; sick leave; wages; salaries;  payments due
(or allocable) to any medical,  pension,  and health and welfare plans,  and any
other employee benefit plan  established for the employees at the Property;  and
employee-related  tax  obligations  such as, but not limited to, social security
and  unemployment  taxes  accrued as of the Closing Date,  (x) events,  acts, or
omissions  of the Seller  that  occurred in  connection  with its  ownership  or
operation of the  Property  prior to the Closing  Date or  obligations  accruing
prior to the Closing Date under any Contract of Seller  (except to the extent of
any  adjustment  made in respect of such Contract at Closing),  (y) any material
breach of a representation or warranty made by Seller and MI under Section 6 (as
such  representations  and warranties may be modified pursuant to said Section 6
and subject to the one-year  limitation  period set forth  therein),  or (z) any
claim  against  Purchaser for damage to property of others or injury to or death
of any person or any debts or  obligations  of or against Seller and arising out
of any event  occurring  on or about or in  connection  with the Property or any
portion  thereof,  at any time or times prior to the Closing Date,  and (ii) the
Purchaser and, if Purchaser is not CHCLP, CHCLP shall indemnify, defend and hold
harmless the Seller from and against any and all  obligations,  claims,  losses,
damages,  liabilities and expenses  (including,  without limitation,  reasonable
attorneys' and accountants' fees and  disbursements)  arising out of (x) events,
acts, or omissions of the Purchaser that occur in connection  with its ownership
or  operation of the  Property  from and after the Closing  Date or  obligations
accruing  from and after the  Closing  Date  under any  Contract  (except to the
extent of any adjustment  made in respect of such Contract at Closing),  (y) any
material  breach of a  representation  or  warranty  made by  Purchaser  and, if
Purchaser  is not  CHCLP,  CHCLP  under  Section 7 (and  subject to the one year
limitation period set forth therein), or (z) any claim against Seller for damage
to  property of others or injury to or death of any person or any claims for any
debts or obligations of or against Seller and arising out of any event occurring
on or about or in connection  with the Property or any portion  thereof,  at any
time or times from and after the Closing  Date.  The  provisions of this Section
11.1 shall not apply to any liabilities or obligations with respect to hazardous
substances,  the  liabilities of the parties with respect thereto being governed
by the representation and warranty of Seller set forth in Section 6.13.

         (b) Whenever it is provided in this Agreement  that an obligation  will
continue  after Closing as an obligation of Purchaser or be assumed by Purchaser
after the Closing,  the Purchaser and, if Purchaser is not CHCLP, CHCLP shall be
deemed to have also agreed to indemnify  and hold harmless the Seller and MI and
their  respective  successors  and assigns from and against all claims,  losses,
damages,  liabilities,  costs,  and  expenses  (including,  without  limitation,
reasonable  attorneys'  and  accountants'  fees and  expenses)  arising from any
failure of the Purchaser to perform the obligation so continued or assumed after
the Closing (but not with respect to any act or omission which occurred prior to
Closing).

         (c) Whenever  either party shall learn through the filing of a claim or
the  commencement of a proceeding or otherwise of the existence of any liability
for which the other party is or may be  responsible  under this  Agreement,  the
party  learning of such  liability  shall  notify the other party  promptly  and
furnish such copies of documents (and make originals thereof available) and such
other  information  as such  party  may have  that may be used or  useful in the
defense of such claims and shall  afford said other  party full  opportunity  to
defend the same in the name of such  party and shall  generally  cooperate  with
said other party in the defense of any such claim.

         (d) The  provisions  of this  Section  11.1 shall  survive  the Closing
hereunder  and  the  termination  of this  Agreement.  All  representations  and
warranties  made in this Agreement shall survive the Closing for a period of one
year.  Any action,  suit or  proceeding  with respect to the truth,  accuracy or
completeness of any such  representation  or warranty shall be commenced,  if at
all,  on or before the date which is twelve  (12)  months  after the date of the
Closing  and served  promptly  (but in no event later than sixty (60) days after
commencement)  and,  if not  commenced  on or before  such  date and so  served,
thereafter shall be void and of no force or effect.

         11.2 Brokerage  Commissions.  Each of the parties hereto  represents to
the other party that it dealt with no broker, finder or like agent in connection
with  this  Agreement  or the  transactions  contemplated  hereby,  and  that it
reasonably  believes  that  there is no basis for any other  person or entity to
claim a commission or other  compensation  for bringing  about this Agreement or
the  transactions  contemplated  hereby.  The Seller  shall  indemnify  and hold
harmless the Purchaser and its successors and assigns from and against any loss,
liability or expense, including,  reasonable attorneys' fees, arising out of any
claim or claims for  commissions or other  compensation  for bringing about this
Agreement or the transactions  contemplated hereby made by any broker, finder or
like  agent,  if such claim or claims are based in whole or in part on  dealings
with the Seller.  The Purchaser shall indemnify and hold harmless the Seller and
its  successors  and assigns  from and against any loss,  liability  or expense,
including,  reasonable  attorneys' fees,  arising out of any claim or claims for
commissions  or other  compensation  for  bringing  about this  Agreement or the
transactions  contemplated  hereby made by any broker,  finder or like agent, if
such  claim  or  claims  are  based in  whole  or in part on  dealings  with the
Purchaser.  Nothing  contained  in this  section  shall be deemed to create  any
rights in any third party. The provisions of this Section 11.2 shall survive the
Closing hereunder and any termination of this Agreement.

         11.3 Publicity.  The parties agree that no party shall, with respect to
this  Agreement and the  transactions  contemplated  hereby,  contact or conduct
negotiations with public officials, make any public pronouncements,  issue press
releases or  otherwise  furnish  information  regarding  this  Agreement  or the
transactions  contemplated  hereby to any third party without the consent of the
other party,  which consent shall not be unreasonably  withheld,  conditioned or
delayed,  except as may be required by law or as may be reasonably necessary, on
a  confidential  basis,  to inform any  rating  agencies,  potential  sources of
financing,  financial  analysts,  or to  entities  involved  with  a  sale  of a
controlling  interest in the Seller, the Purchaser or any of their affiliates or
to receive legal, accounting and/or tax advice; provided, however, that, if such
information  is required to be  disclosed by law,  the party so  disclosing  the
information  will use  reasonable  efforts to give  notice to the other party as
soon as such party learns that it must make such disclosure.

         11.4     Notices.

         (a)  Any  and  all  notices,  demands,  consents,   approvals,  offers,
elections and other  communications  required or permitted  under this Agreement
shall be deemed  adequately  given if in writing and the same shall be delivered
either in hand, by telecopier with written acknowledgment of receipt, or by mail
or Federal Express or similar  expedited  commercial  carrier,  addressed to the
recipient  of the notice,  postpaid  and  registered  or  certified  with return
receipt  requested  (if by mail),  or with all  freight  charges  prepaid (if by
Federal Express or similar carrier).

         (b) All notices  required or  permitted to be sent  hereunder  shall be
deemed to have been given for all  purposes of this  Agreement  upon the date of
acknowledged  receipt, in the case of a notice by telecopier,  and, in all other
cases,  upon the date of receipt or  refusal,  except that  whenever  under this
Agreement a notice is either received on a day which is not a Business Day or is
required  to be  delivered  on or before a specific  day which is not a Business
Day, the day of receipt or required delivery shall  automatically be extended to
the next Business Day.

         (c)      All such notices shall be addressed,

         if to the Seller to:

                  Marriott International, Inc
                  10400 Fernwood Road, Dept. 52/924.94
                  Bethesda, Maryland  20817
                  Attn:    Treasury
                  Telecopier No. (301) 380-5067

           with a copy to:

                  Marriott International, Inc.
                  10400 Fernwood Road, Dept. 52/923.24
                  Bethesda, Maryland  20817
                  Attn:    Kevin E. Montano, Esquire
                           Law Department
                  Telecopier No. (301) 380-6727

                                    and

                  Arent Fox Kintner Plotkin & Kahn, PLLC
                  1050 Connecticut Avenue, N.W.
                  Washington, D.C.  20036-5339
                  Attn:  Joseph M. Fries, Esq.
                  Telecopier No. (202) 857-6395

         If to the Purchaser, to:

                  CNL Health Care Partners, LP
                  CNL Center at City Commons
                  450 South Orange Avenue
                  Orlando, Florida  32801-3336
                  Attn:  Mr. Phillip M. Anderson or Chief Operating Officer
                  Telecopier No. (407) 835-3232

         with a copy to:

                  Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
                  215 North Eola Drive
                  Post Office Box 2809
                  Orlando, Florida  32802
                  Attn:  David G. Williford, Esq.
                  Telecopier No. (407) 843-4444

         If to MI:

                  Marriott International, Inc.
                  10400 Fernwood Road, Dept. 52/924.04
                  Bethesda, Maryland  20817
                  Attn:    Treasury
                  Telecopier No. (301) 380-5067

           with a copy to:

                  Marriott International, Inc.
                  10400 Fernwood Road, Dept. 52/923.24
                  Bethesda, Maryland  20817
                  Attn:    Kevin E. Montano, Esquire
                           Law Department
                  Telecopier No. (301) 380-6727

                                    and

                  Arent Fox Kintner Plotkin & Kahn, PLLC
                  1050 Connecticut Avenue, N.W.
                  Washington, D.C.  20036-5339
                  Attn:  Joseph M. Fries, Esq.
                  Telecopier No. (202) 857-6395

         (d) By notice given as herein  provided,  the parties  hereto and their
respective  successors and assigns shall have the right from time to time and at
any time during the term of this Agreement to change their respective  addresses
effective  upon receipt by the other  parties of such notice and each shall have
the right to specify as its address any other  address  within the United States
of America.

         11.5  Waivers,  Etc.  Any  waiver  of any  term  or  condition  of this
Agreement,  or of  the  breach  of  any  covenant,  representation  or  warranty
contained herein,  in any one instance,  shall not operate as or be deemed to be
or construed as a further or continuing waiver of any other breach of such term,
condition,  covenant,  representation or warranty or any other term,  condition,
covenant, representation or warranty, nor shall any failure at any time or times
to enforce or require performance of any provision hereof operate as a waiver of
or affect in any manner such party's right at a later time to enforce or require
performance of such provision or any other provision hereof.  This Agreement may
not be amended, nor shall any waiver, change, modification, consent or discharge
be effected,  except by an instrument in writing executed by or on behalf of the
party against whom enforcement of any amendment,  waiver, change,  modification,
consent or discharge is sought.

         11.6 Assignment;  Successors and Assigns. This Agreement and all rights
and  obligations  hereunder  shall not be  assignable  by any party  without the
written  consent of the other party,  except that the  Purchaser may assign this
Agreement to any entity wholly owned, directly or indirectly, by CHCLP provided,
however,  that,  in the event this  Agreement  shall be  assigned  to any entity
wholly owned,  directly or  indirectly,  by CHCLP,  CHCLP shall remain fully and
primarily  liable  for  the  obligations  of  the  "Purchaser"  hereunder.  This
Agreement  shall be binding  upon and shall  inure to the benefit of the parties
hereto and their respective  successors and permitted assigns. This Agreement is
not  intended  and  shall not be  construed  to  create  any  rights in or to be
enforceable in any part by any other persons.

         11.7 Severability.  If any provision of this Agreement shall be held or
deemed to be, or shall in fact be,  invalid,  inoperative  or  unenforceable  as
applied to any particular case in any jurisdiction or  jurisdictions,  or in all
jurisdictions or in all cases, because of the conflict of any provision with any
constitution  or statute or rule of public policy or for any other reason,  such
circumstance  shall not have the effect of rendering the provision or provisions
in question invalid,  inoperative or unenforceable in any other  jurisdiction or
in any  other  case or  circumstance  or of  rendering  any other  provision  or
provisions herein contained invalid,  inoperative or unenforceable to the extent
that such other  provisions  are not  themselves  actually in conflict with such
constitution,  statute or rule of public  policy,  but this  Agreement  shall be
reformed and  construed  in any such  jurisdiction  or case as if such  invalid,
inoperative or unenforceable  provision had never been contained herein and such
provision  reformed so that it would be valid,  operative and enforceable to the
maximum extent permitted in such jurisdiction or in such case.

         11.8  Counterparts,  Etc. This Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute  one  and  the  same   instrument.   This  Agreement
constitutes  the entire  agreement  of the parties  hereto  with  respect to the
subject  matter  hereof  and  shall  supersede  and take the  place of any other
instruments  purporting to be an agreement of the parties hereto relating to the
subject  matter  hereof.  This  Agreement  may not be amended or modified in any
respect other than by the written agreement of all of the parties hereto.

         11.9     Governing  Law.  This  Agreement  shall  be  interpreted,
construed,  applied  and  enforced  in
accordance with the laws of the State of Maryland.

         To the  maximum  extent  permitted  by  applicable  law,  any action to
enforce,  arising out of, or relating  in any way to, any of the  provisions  of
this  Agreement may be brought and prosecuted in such court or courts located in
the State of  Maryland as is  provided  by law;  and the parties  consent to the
jurisdiction  of said court or courts  located in the State of  Maryland  and to
service of process by registered mail, return receipt requested, or by any other
manner provided by law.

         11.10  Performance  on  Business  Days.  In the event the date on which
performance or payment of any obligation of a party required  hereunder is other
than a Business Day, the time for payment or performance shall  automatically be
extended to the first Business Day following such date.

         11.11  Attorneys'  Fees. If any lawsuit or  arbitration  or other legal
proceeding  arises in connection with the  interpretation or enforcement of this
Agreement,  the  prevailing  party therein shall be entitled to receive from the
other party the  prevailing  party's  costs and expenses,  including  reasonable
attorneys' fees, incurred in connection  therewith,  in preparation therefor and
on appeal therefrom, which amounts shall be included in any judgment therein.

         11.12  Relationship.  Nothing  herein  contained  shall  be  deemed  or
construed  by the  parties  hereto,  nor by any third  party,  as  creating  the
relationship  of principal and agent or of partnership or joint venture  between
the parties hereto,  it being understood and agreed that no provision  contained
herein,  nor any acts of the  parties  hereto  shall be  deemed  to  create  the
relationship  between the parties hereto other than the  relationship  of seller
and purchaser.

         11.13    Section  and  Other  Headings.  The  headings  contained  in
this  Agreement  are  for  reference purposes only and shall not in any way
affect the meaning or interpretation of this Agreement

11.14  Disclosure.  From  and  after  Closing  and at  the  written  request  of
Purchaser,  Seller shall  provide such  financial  statements  in respect of the
Seller's  operations  relating  to  the  Property  from  the  date  of  Seller's
commencement of business to the date of the Closing to the extent such financial
statements are required by applicable  securities  laws and  regulations and the
SEC's interpretation  thereof;  provided,  however, that (i) Seller reserves the
right, in good faith, to challenge,  and require  Purchaser to use  commercially
reasonable efforts to challenge,  any assertion by the SEC, any other applicable
regulatory  authority,   or  Purchaser's  independent  public  accountants  that
applicable  law  or   regulations   require  the  provision  of  such  financial
statements,  (ii) Purchaser shall not,  without  Seller's consent (which consent
shall not be unreasonably  withheld,  delayed or conditioned),  acquiesce to any
such challenged assertion until Purchaser has exhausted all reasonable available
avenues of administrative  review, and (iii) Purchaser shall consult with Seller
in pursuing any such challenge and will allow Seller to  participate  therein if
and to the extent that Seller so elects. Any and all costs and expenses incurred
by Seller,  including without limitation reasonable attorneys fees and expenses,
in  connection  with  providing  such  financial  statements  to Purchaser or in
connection  with  any  challenge  to  an  SEC  assertion   (including   Seller's
consultation  or  participation  with  Purchaser  in respect  of same)  shall be
reimbursed to Seller by Purchaser within ten (10) days following  written demand
by Seller.



                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]



<PAGE>


         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed as a sealed instrument as of the date first above written.


                                          SELLER:

                                          MARRIOTT SENIOR LIVING SERVICES, INC.


                                          By:
                                                   Timothy J. Grisius
                                                   Agent


                                          PURCHASER:

                                          CNL HEALTH CARE PARTNERS, L.P.

                                          By:      CNL Health Care GP Corp.,
                                                   a Delaware corporation
                                                   its general partner



                                          By:
                                                   Phillip M. Anderson
                                                   Executive Vice President


                                          MI:

                                          MARRIOTT INTERNATIONAL, INC.


                                          By:
                                                   Timothy J. Grisius
                                                   Agent



<PAGE>



The undersigned,  CNL Health Care Properties, Inc., joins herein for the purpose
of evidencing its agreement to enter into and deliver the Guaranty of Landlord's
Obligations pursuant to the terms of the foregoing Agreement.

                        CNL HEALTH CARE PROPERTIES, INC.


                                            By:      ___________________________
                                                     Phillip M. Anderson
                                                     Executive Vice President
                                                     and Chief Operating Officer



<PAGE>



         The undersigned,  First American Title Insurance Company,  joins herein
for the purpose of evidencing its agreement to enter into and deliver the Escrow
Agreement, attached hereto at Schedule P.


                                                     FIRST AMERICAN TITLE
                                                     INSURANCE COMPANY


                                                     By:      _________________
                                                              Brian A. Lobuts
                                                              Vice President




<PAGE>





                                   Schedule A

                                 Purchase Price



        Thirteen Million Eight Hundred Forty-Eight Thousand Nine Hundred
                              Dollars ($13,848,900)







<PAGE>




                                   Schedule B

                                    Guaranty




<PAGE>






                                   Schedule C

                                 Lease Agreement




<PAGE>






                                   Schedule D

                              Limited Rent Guaranty



<PAGE>







                                   Schedule E

                      Membership Interest Pledge Agreement



<PAGE>






                                   Schedule F

                             Form of Owner Agreement



<PAGE>





                                   Schedule G

                             Permitted Encumbrances


<PAGE>




                                   Schedule H

                            Plans and Specifications




<PAGE>





                                   Schedule I

                        Legal Description of the Property




<PAGE>






                                   Schedule J

                            Owner's Policy Commitment




<PAGE>






                                   Schedule K

                           Leasehold Policy Commitment



<PAGE>






                                   Schedule L


                                     Survey





<PAGE>



                                       M-2

                                   Schedule M

                         Form of Architect's Certificate

                             ARCHITECT'S CERTIFICATE


                                             __________________, 2000


CNL Health Care Partners, LP
400 East South Street, Suite 500
Orlando, Florida 32801

Ladies/Gentlemen:

         We are the  architects  for  _________________  in connection  with the
construction   of  the   project   known  as   ___________________   located  at
______________________________ County, _____________ (hereinafter referred to as
the "Project"). In this capacity, we hereby certify to you as follows:

         1. We are duly  licensed  architects  under  the  laws of the  State of
Illinois.

         2. The  undersigned  has prepared or is familiar with the plans for the
Project described as follows:

                  Job No.  9715
                  Drawing Nos. ___________________________________
                  Dated:  August 29, 1997

                  and related specifications, addendum and change orders
                  (the "Plans and Specifications").

3.                Based on our limited (12) site visits and  observations of the
                  Project  and to the  best  of  our  information,  professional
                  knowledge  and  belief,  the  Project  has been  substantially
                  completed in accordance with the Plans and Specifications.

         4.       The Plans and Specifications  have been prepared in accordance
                  with (i) applicable  local building and zoning codes and state
                  building codes,  and (ii) all restrictive  covenants of record
                  applicable to the Project,  in effect at the time of design or
                  known to us during  construction.  The  elevation of all slabs
                  for the  project  and the height of the  improvements,  as set
                  forth in the Plans  and  Specifications,  meet the  applicable
                  requirements  of building  permits for the same. The Plans and
                  Specifications  have  been  designed  in  accordance  with the
                  recommendations   contained  in  applicable   soils   reports,
                  compaction studies or soil borings tests.

         5.       The Project has been designed such that, if properly operated,
                  it will not result in the direct or indirect emission into the
                  atmosphere  of  any   substance   (other  than  motor  vehicle
                  exhausts,  steam,  water vapor and the emissions  from natural
                  gas  or  electric   comfort   heating,   ventilation  and  air
                  conditioning systems).

         6.       The Project has been designed such that, if properly operated,
                  it will not  result in the  direct or  indirect  discharge  of
                  pollutants  into the waters of the State in which the  Project
                  is located  (other than  contributions  to the sanitary  sewer
                  system serving the Project,  provided,  however, the foregoing
                  is in compliance with all applicable governmental  regulations
                  and no further consents or approvals are required therefor).

         7.       The Project is substantially  free of  architectural  barriers
                  and  is  otherwise   in   substantial   compliance   with  the
                  requirements  of  applicable  federal,  state and local  laws,
                  statutes and ordinances  relating to  accessibility by persons
                  with  disabilities,   including,   without   limitation,   the
                  Americans With Disabilities Act and the respective regulations
                  promulgated   thereunder.   Notwithstanding   the   foregoing,
                  Marriott  and the  architect  have  differing  opinions on the
                  interpretation   and  application  of  ADA  Law.  We  followed
                  Marriott's direction in those items. The project was designed,
                  to the best of our  knowledge,  to  comply  with the  Illinois
                  Accessibility Code, April 24, 1997 Edition.

         8.       We have been  informed  that the real  property upon which the
                  Project  is  located  is  currently  zoned  ___________  under
                  applicable  zoning  ordinances  of  ______________.   We  have
                  examined  all  applicable  materials  relative to the types of
                  restrictions  and  requirements  which  relate to such  zoning
                  classifications.  The Project  complies in all  respects  with
                  such zoning classification.

         9.       This  letter  and  certificate   shall  be  binding  upon  the
                  undersigned and its successors and assigns, and shall inure to
                  the benefit of the addressees and their respective  successors
                  and assigns.


                                                --------------------------------

                                                By: ____________________________



<PAGE>






                                  Schedule M-1

                    Form of Marriott's Architect Certificate


To:               CNL Health Care Properties, Inc., as purchaser (together with
                  its successors and assigns "CNL"

From:    Marriott International Design and Construction Services, Inc.

Date:

Re:


As an inducement to CNL to acquire the above referenced  property,  we do hereby
certify to CNL that Marriott  International  Design and  Construction  Services,
Inc.,  has  received  an  Architect's  Certificate  (a copy of which is attached
hereto as  Exhibit  A) from the  architect  of record  for the above  referenced
property,  which  certifies that the plans and  specifications  [prepared by the
architect/reviewed  by the architect] for  construction of the above  referenced
property comply with all applicable requirements of all governmental authorities
having  jurisdiction  over the  improvements  located  on the  above  referenced
property,  including without limitation, all applicable zoning laws, ordinances,
rules,  regulations and restrictions (but excluding any such ordinances,  rules,
regulations and restrictions relating to environmental matters) and that, to the
best of the architect's  knowledge,  the above referenced  property was built in
substantial  compliance  with  said  plans,   specifications  and  drawings.  In
addition,  I  hereby  certify  that  to the  best  of my  knowledge,  the  above
referenced  property  was  built  in  substantial  compliance  with  the  plans,
specifications, and drawings.

Marriott International Design and Construction Services, Inc.


By:      ____________________________

         Project Director


<PAGE>



                                       N-2

                                   Schedule N

                         Form of Engineer's Certificate

                          CIVIL ENGINEER'S CERTIFICATE


                                 March 21, 2000


CNL Health Care Partners, LP
400 East South Street, Suite 500
Orlando, Florida 32801

Ladies/Gentlemen:

         We  are  the  civil  engineers  for  Marriott  International,  Inc.  in
connection  with the  construction  of a the project  known as Brighton  Gardens
located at Orland Park, Illinois (hereinafter referred to as the "Project").  In
this capacity, we hereby state to the best of our knowledge and belief to you as
follows:

         1. We are duly licensed civil  engineers under the laws of the State of
Illinois.

         2.       There are no civil  engineering  permits or  approvals  of any
                  governmental  authority  or  public  agency  required  for the
                  Project  which have not been  obtained,  issued or granted and
                  which do not, as of the date of the  engineering  construction
                  plans  consisting  of five (5) sheets  prepared  by our office
                  under Job No. 1247 dated April 18, 1997;  latest revision June
                  24, 1998.

         3.       All  sewage  and  other  waste  waters  from the  Project  are
                  disposed of by a connection to the Orland Park sanitary  sewer
                  system.

         4.       The  construction of the Project does not involve the dredging
                  of materials from or the filling of materials in the waters of
                  the State of Illinois or the United States.  Potable water has
                  not been  appropriated  from any natural surface or subsurface
                  source,  but  rather has been and will be  supplied  by Orland
                  Park.

         5.       All stormwater  drainage at the Project is retained on-site or
                  discharged  into existing public  rights-of-way  or stormwater
                  drainage easements maintained by Marriott International, Inc.

         6.       Our  office  did  not  perform  construction   observation  or
                  management  services,  and therefore  cannot state whether the
                  project  was  constructed  in  accordance  with  the  approved
                  engineering and whether all permits,  etc., are still in force
                  and effect.

         7.       This  letter  and  certificate   shall  be  binding  upon  the
                  undersigned and its successors and assigns, and shall inure to
                  the benefit of the addressees and their respective  successors
                  and assigns.


                                              ----------------------------------

                                              By: ______________________________






<PAGE>





                                  Schedule N-1

                     Form of Marriott's Engineer Certificate


To:               CNL Health Care Properties, Inc., as purchaser (together with
                  its successors and assigns ("CNL")

From:    Marriott International Design and Construction Services, Inc.

Date:

Re:


As an inducement to CNL to acquire the above referenced  property,  we do hereby
certify to CNL that an engineer duly  registered  under the laws and  applicable
regulations of the State of [insert name] prepared the plans and  specifications
for  construction  of the  above  referenced  property.  And to the  best  of my
knowledge those plans and specifications comply with all applicable requirements
of all  governmental  authorities  having  jurisdiction  over  the  improvements
located on the above referenced  property,  including  without  limitation,  all
applicable  zoning laws,  ordinances,  rules,  regulations and restrictions (but
excluding any such ordinances,  rules,  regulations and restrictions relating to
environmental  matters).  In addition, we hereby certify that to the best of our
knowledge,  the above  referenced  property was built in substantial  compliance
with the plans, specifications, and drawings.

Marriott International Design and Construction Services, Inc.

By:      ______________________

         Project Director





<PAGE>





                                   Schedule O

                               Operating Agreement


<PAGE>





                                   Schedule P

                                Escrow Agreement









<PAGE>




                                   Schedule Q

                              Environmental Report



<PAGE>


                                   Schedule R

                                  FF&E SCHEDULE