<PAGE>

                                                                  EXHIBIT 10.4.3

                   SECOND AMENDMENT TO MASTER LEASE AGREEMENT

      THIS SECOND AMENDMENT TO MASTER LEASE AGREEMENT (this "AMENDMENT") is made
and entered into this 30th day of March, 2004, by and between VENTAS REALTY,
LIMITED PARTNERSHIP, a Delaware limited partnership ("LANDLORD") and BLC
ADRIAN-GC, LLC, BLC ALBUQUERQUE-GC, LLC, BLC DAYTON-GC, LLC, BLC FORT MYERS-GC,
LLC, BLC BRISTOL-GC, LLC and BLC TAVARES-GC, LLC (collectively, "EXISTING
TENANT"), and BLC LAS VEGAS-GC, LLC, BLC LUBBOCK-GC, L.P. and BLC OVERLAND
PARK-GC, LLC (collectively, "ADDED TENANT"; from and after the date hereof,
together with Existing Tenant, "TENANT").

                                    RECITALS

      WHEREAS, Existing Tenant and Landlord are parties to that certain Master
Lease Agreement dated as of January 28, 2004, as amended by that certain First
Amendment to Master Lease dated as of February 20, 2004 (as so amended the
"ORIGINAL LEASE");

      WHEREAS, as of the date hereof Landlord is acquiring those certain
properties commonly known as Grand Court Las Vegas, Grand Court Lubbock and
Grand Court Overland Park, each legally described on Exhibit "A-7", Exhibit
"A-8" and Exhibit "A-9," respectively, hereto;

      WHEREAS, in accordance with Section 45 of the Lease, Landlord desires to
add Grand Court Las Vegas, Grand Court Lubbock and Grand Court Overland Park as
Additional Properties to the Lease;

      WHEREAS, Added Tenant is joining in this Amendment for the purpose of
joining the Original Lease as Tenant and becoming subject to the terms of the
Original Lease, as amended by this Amendment (the Original Lease as so amended,
the "LEASE")

      WHEREAS, initially capitalized terms used but not defined herein shall the
meaning ascribed to such term in the Lease; and

      WHEREAS, the parties desire to amend the Original Lease on the terms
hereinafter set forth;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged hereby, the parties hereto, intending to
be legally bound, agree to incorporate the foregoing recitals as if the same
were more particularly set forth in the body of this Amendment and further agree
as follows:

      1. JOINDER. Added Tenant hereby joins the Lease as a Tenant and agrees to
be bound thereby and each Existing Tenant hereby consents and agrees to such
joinder.

      2. RENTAL PAYMENT PRORATION. On the date hereof, Tenant shall pay Fixed
Rent and Additional Rent for the Additional Properties prorated from the date
hereof up to and including March 31, 2004.

<PAGE>

      3. INCREASE TO SECURITY AMOUNT, DEFERRED MAINTENANCE DEPOSIT, AND ESCROWS.
On the date hereof, Tenant shall pay such amounts as are necessary pursuant to
Section 3.3 (Escrow Deposits), Section 3.4 (Security Deposit), and Section 3.5
(Deferred Maintenance Deposit) such that Tenant is in compliance with the
aforementioned Sections of the Lease.

      4. AMENDMENTS.

            4.1. Section 1.1.1 is hereby amended by replacing "A-6" with "A-9"
where it appears in such Section.

            4.2. Effective as of April 1, 2004, Section 3.1.1 is hereby amended
by deleting the words "Four Million Two Hundred Sixty Two Thousand Four Hundred
Twenty-Eight and No/100 Dollars per annum ($4,262,428) payable in equal monthly
installments of Three Hundred Fifty Five Thousand Two Hundred Two and 34/100
Dollars ($355,202.34)" and inserting the words "Seven Million Three Hundred
Eighty Thousand Two Hundred Thirty Two and No/100 Dollars per annum
($7,380,232.00) payable in equal monthly installments of Six Hundred Fifteen
Thousand Nineteen and 33/100 Dollars ($615,019.33)."

            4.3. Schedule 1 is deleted in its entirety and replaced with
Schedule 1 attached hereto.

            4.4. Schedule 2 is deleted in its entirety and replaced with
Schedule 2 attached hereto.

            4.5. Schedule 3.5 is deleted in its entirety and replaced with
Schedule 3.5 attached hereto.

            4.6. Schedule 7.3 is deleted in its entirety and replaced with
Schedule 7.3 attached hereto.

            4.7. Schedule 8.2.7 is deleted in its entirety and replaced with
Schedule 8.2.7 attached hereto.

            4.8. Exhibit "A" is deleted in its entirety and replaced with
Exhibit "A" attached hereto.

            4.9. Exhibit "A-7," Exhibit "A-8" and Exhibit "A-9" attached hereto
are hereby added to the Lease after Exhibit "A-6."

            4.10. The definition of Fixed Rent on Exhibit "B" is hereby amended
by deleting the words "Four Million Two Hundred Sixty Two Thousand Four Hundred
Twenty-Eight and No/100 Dollars per annum ($4,262,428.00)" and inserting the
words "Seven Million Three Hundred Eighty Thousand Two Hundred Thirty Two and
No/100 Dollars per annum ($7,380,232.00)").

            4.11. Exhibit "F" is deleted in its entirety and replaced with
Exhibit "F" attached hereto.

                                        2
<PAGE>

      5. REPRESENTATIONS AND WARRANTIES OF TENANTS. Without limiting in any way
any representation or warranty in the Lease or any document executed in
connection therewith (collectively, the "LEASE DOCUMENTS"), each Tenant
represents and warrants that as of the date hereof:

            5.1. ORGANIZATION AND GOOD STANDING. Each Tenant is duly organized,
validly existing and in good standing under the laws of the State of its
organization. Each Tenant is qualified to do business in and is in good standing
under the laws of the State in which the Facility leased by such Tenant is
located. Each Tenant has delivered true and complete copies of the documents,
certificates and agreements pursuant to which such Tenant is organized to do
business.

            5.2. POWER OF AUTHORITY. Each Tenant has the power and authority to
execute, deliver and perform this Amendment and to make itself jointly and
severally liable for the obligations of each other Tenant. Each Tenant has taken
all requisite action necessary to authorize the execution, delivery and
performance of such Tenant's obligations under this Amendment.

            5.3. CONSENTS. The execution, delivery and performance of this
Amendment will not require any consent, approval, authorization, order, or
declaration of, or any filing or registration with, any court, any Governmental
Authority, or any other Person.

            5.4. NO VIOLATION. The execution, delivery and performance of this
Amendment (i) do not and will not conflict with, and do not and will not result
in a breach of, any Tenant Org Docs; and (ii) do not and will not violate any
order, writ, injunction, decree, statute, rule or regulation applicable to any
Tenant or any of the Facilities.

            5.5. FULL AND ACCURATE DISCLOSURE. No statement of fact made by or
on behalf of Tenant in this Amendment or in any other document or certificate
delivered to Landlord by Tenant contains any untrue statement of a material fact
or omits to state any material fact necessary to makes statements contained
herein or therein not misleading, including, without limitation, all of the
financial information delivered by any Tenant or Affiliate of Tenant prior or
simultaneous to the execution of this Amendment, all of which Tenant hereby
acknowledges were relied upon by Landlord in executing this Amendment. There is
no fact presently known to Tenant which has not been disclosed to Landlord which
has a Material Adverse Effect, nor as far as Tenant can foresee, might have a
Material Adverse Effect.

            5.6. ENFORCEABILITY. This Amendment constitutes a legal, valid and
binding obligation of Tenant, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency and similar laws affecting rights of
creditors generally and general principles of equity.

            5.7. NO DEFAULTS. To Tenant's actual knowledge, no Event of Default
or monetary default under the Lease or under any of the other Lease Documents
has occurred or with the passage of time, giving of notice or both will exist.

            5.8. NO OFFSETS OR DEFENSES. Through the date of this Amendment, and
to Tenant's knowledge, Tenant neither has, nor claims any offset, defense,
claim, right of set-off or

                                        3
<PAGE>

counterclaim against Landlord under, arising out of or in connection with this
Amendment, the Lease or any of the other Lease Documents. In addition, Tenant
covenants and agrees with Landlord that if any offset, defense, claim, right of
set-off or counterclaim exists of which Tenant has knowledge as of the date of
this Amendment, Tenant hereby irrevocably and expressly waives the right to
assert such matter.

            5.9. DAMAGE OR INJURY. Since the date of the Original Lease, no
Leased Property has been materially injured or damaged by fire or other
Casualty.

            5.10. CHANGE. Since the date of the Original Lease, no material
adverse change with respect to any Leased Property or Tenant has occurred.

            5.11. REPRESENTATION AND WARRANTIES IN LEASE AGREEMENT. All of the
representations and warranties in Section 10.7 through 10.14, inclusive, in the
Original Lease are hereby made by Additional Tenant, and all of the
representations and warranties in Article 10 of the Original Lease are hereby
re-made by each Existing Tenant, and are true and correct as of the date hereof.

      6. TRANSACTIONS COSTS. Each Tenant agrees to pay on the date hereof all
costs and expenses incurred by Landlord in connection with this Amendment,
including, without limitation, all reasonable legal fees of Landlord's counsel
and travel costs. Each Tenant shall pay its respective costs and expenses
incurred in connection with this Amendment.

      7. PURCHASE OPTION AMENDMENT. The first sentence of Section 44 of the
Original Lease is hereby deleted in its entirety and replaced with the following
sentence:

      Provided (x) no Event of Default exists, and is continuing hereunder or
      under the Other Leases at the time Tenant exercises the Option or at the
      closing of the sale of the Leased Property to Tenant and the closing of
      the sale of the Other Leased Property to Tenant or an Affiliate of Tenant,
      and (y) Tenant and each Other Tenant exercises the option under each of
      the Other Leases (the "OTHER PURCHASE OPTIONS") at the time Tenant
      exercises the Option hereunder, and (z) Tenant and each Other Tenant under
      the Other Leases closes the sale of the Other Leased Property (the "OTHER
      OPTION CLOSING") concurrently with the closing of the Leased Property,
      Tenant shall have the option (the "OPTION") to purchase all (but not less
      than all) of the Leased Property during the tenth (10th) Lease Year at the
      greater of (i) the Minimum Option Purchase Price or (ii) Fair Market Value
      (the "OPTION PURCHASE PRICE"); further provided, however, that for
      purposes of the foregoing proviso, subject to the immediately succeeding
      sentence, the Other Properties shall not include any Other Property with
      respect to which the Landlord under this Lease or an Affiliate of Landlord
      is not the landlord at the time Tenant exercises the Option. To the extent
      that any direct or indirect action or inaction of Tenant caused Landlord,
      or an Affiliate of Landlord, to no longer be the landlord of such Other
      Property, then the exercise of the Option by Tenant shall be effective if
      and only if Tenant, or an Affiliate of Tenant, fully compensated Landlord,
      or an Affiliate of Landlord, as applicable, for all damages (including
      without limitation any Existing Debt related to such Other Property

                                        4
<PAGE>

      that has become recourse to Landlord or an Affiliate of Landlord to the
      extent paid by Landlord or such Affiliate ), costs, expenses (including
      without limitation reasonable attorney's fees) and other losses whatsoever
      sustained by Landlord, or an Affiliate of Landlord, as applicable, in
      connection therewith, including without limitation the Minimum Option
      Purchase Price for such Other Property, as defined in such Other Lease,
      less the principal amount of any Existing Debt on such Other Property that
      has been forgiven by the applicable Lender or for which the applicable
      Lender has received payment through foreclosure or other similar
      proceedings.

      8. MODIFICATIONS. This Amendment may not be amended, modified or otherwise
changed in any manner except by a writing executed by all of the parties hereto.

      9. SEVERABILITY. In case any provision of this Amendment shall be invalid,
illegal, or unenforceable, such provision shall be deemed to have been modified
to the extent necessary to make it valid, legal, and enforceable. The validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

      10. SUCCESSORS AND ASSIGNS. This Amendment applies to, inures to the
benefit of, and binds all parties hereof, their heirs, legatees, devisees,
administrators, executors, and permitted successors and assigns.

      11. GOVERNING LAW. This Amendment was negotiated in the State of Illinois,
which State the parties agree has a substantial relationship to the parties and
to the underlying transaction embodied hereby. In all respects, the law of the
State of Illinois shall govern the validity of and enforceability of the
obligations of the parties set forth herein, but all provisions hereof relating
to the creation of the leasehold estate and remedies set forth in the Lease
shall be governed by the laws of the State in which each applicable Leased
Property that is the subject of dispute is located.

      12. FULL FORCE AND EFFECT. The Lease Documents remain in full force and
effect. None of the representations, warranties or covenants contained herein
shall limit in any way any representation, warranty or covenant contained in any
Lease Document. This Amendment shall constitute a "Lease Document" as defined
herein.

      13. AMENDMENT CONTROLLING. This Amendment is considered by the parties to
the Lease to be an integral part of such Lease. If there is any conflict between
the terms of the Lease and this Amendment, the terms of this Amendment shall
control. Except as expressly amended herein, all other terms, agreements, and
conditions of the Lease shall remain unmodified and in full force and effect.

      14. COUNTERPARTS/FAX SIGNATURES. This Amendment may be executed in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts when taken together will constitute one in
the same agreement. Confirmation of the execution of this Amendment by telex or
by telecopy or telefax of a facsimile page(s) executed by the parties shall be
binding upon the parties hereto.

                           [SIGNATURE PAGE TO FOLLOW]

                                        5
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Third Amendment to
Master Lease Agreement to be executed as of the date first above written.

                                 LANDLORD:

Witness:                         VENTAS REALTY, LIMITED PARTNERSHIP,
                                 a Delaware limited partnership

Name: /s/ Barbara F. Thompson        By: Ventas, Inc., a Delaware corporation
      -----------------------

Name: /s/ Dana J. Baker           By: /s/ T. Richard Riney
      -----------------------         ---------------------------------------
                                     Name:  T. Richard Riney
                                     Title: Executive Vice President and
                                            General Counsel

                                 TENANT:

Witness:                         BLC ADRIAN-GC, LLC,
                                 a Delaware limited liability company

Name: /s/ Eirik O. Olsen
      -----------------------
                                     By: /s/ R. Stanley Young
                                         ---------------------------------------
                                     Name: R. Stanley Young
Name: /s/ Michael Feinstein          Its:  Vice President
      -----------------------

Witness:                         BLC ALBUQUERQUE-GC, LLC,
                                 a Delaware limited liability company

Name: /s/ Eirik O. Olsen
      -----------------------

Name: /s/ Eirik O. Olsen             By: /s/ R. Stanley Young
      -----------------------            ---------------------------------------
                                     Name: R. Stanley Young
                                     Its:  Vice President

<PAGE>

Witness:                         BLC BRISTOL-GC, LLC,
                                 a Delaware limited liability company

Name: /s/ Eirik O. Olsen
      ---------------------

Name: /s/ Michael Feinstein      By: /s/ R. Stanley Young
      ---------------------          ---------------------------------------
                                 Name: R. Stanley Young
                                 Its:  Vice President

Witness:                         BLC DAYTON-GC, LLC,
                                 a Delaware limited liability company

Name: /s/ Eirik O. Olsen
      ---------------------

Name: /s/ Michael Feinstein      By: /s/ R. Stanley Young
      ---------------------          ---------------------------------------
                                 Name: R. Stanley Young
                                 Its:  Vice President

Witness:                         BLC FORT MYERS-GC, LLC,
                                 a Delaware limited liability company

Name: /s/ Eirik O. Olsen
      ---------------------

Name: /s/ Michael Feinstein      By: /s/ R. Stanley Young
      ---------------------          ---------------------------------------
                                 Name: R. Stanley Young
                                 Its:  Vice President

Witness:                         BLC TAVARES-GC, LLC,
                                 a Delaware limited liability company

Name: /s/ Eirik O. Olsen
      ---------------------

Name: /s/ Michael Feinstein      By: /s/ R. Stanley Young
      ---------------------          ---------------------------------------
                                 Name: R. Stanley Young
                                 Its:  Vice President

<PAGE>

Witness:                         BLC LAS VEGAS-GC, LLC
                                 a Delaware limited liability company

Name: /s/ Illegible
      ---------------------
                                     By: /s/ R. Stanley Young
                                         ---------------------------------------
Name: /s/ Illegible                  Name: R. Stanley Young
      ---------------------          Its:  Vice President

Witness:                         BLC LUBBOCK-GC, L.P., a Delaware limited
                                 partnership,

Name: /s/ Illegible
      ---------------------
                                 BY: BLC LUBBOCK-GC, LLC, a Delaware limited
                                 liability company

Name: /s/ Illegible
      ---------------------
                                 By: /s/ R. Stanley Young
                                     ---------------------------------
                                 Name: R. Stanley Young
                                 Its:  Vice President

Witness:                         BLC OVERLAND PARK-GC, LLC
                                 a Delaware limited liability company

Name: /s/ Illegible
      ---------------------
                                 By: /s/ R. Stanley Young
                                     ---------------------------------
Name: /s/ Illegible              Name: R. Stanley Young
      ---------------------      Its:  Vice President

<PAGE>

GUARANTOR HEREBY AGREES AND CONSENTS TO THIS SECOND AMENDMENT TO MASTER LEASE
AGREEMENT:

                                  GUARANTOR:

                                 BROOKDALE LIVING COMMUNITIES, INC.,
                                 a Delaware corporation

Witness:

                                 By: /s/ R. Stanley Young
                                     -------------------------------------------
Name: /s/ Illegible                  Name: R. Stanley Young
      ____________________           Title: Executive Vice-President, Chief
                                     Financial Officer and Treasurer
Name: /s/ Illegible
      ____________________

<PAGE>

State of Illinois  )
                   )  ss:
County of Cook     )

      On this 29 day of March, 2004, before me personally appeared R Stanley
Young, to me known to be the Vice-President of BLC Adrian-GC, LLC, a Delaware
limited liability company, the entity that executed the foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said entity, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

        /s/ Cheryl Miller
___________________________________
Notary Public in and for the State
of Illinois residing at
___________________________________

My Commission Expires:   5/31/06

<PAGE>

State of Illinois )
                  )   ss:
County of Cook    )

      On this 29 day of March, 2004, before me personally appeared R. Stanley
Young, to me known to be the Vice-President of BLC Albuquerque-GC, LLC, a
Delaware limited liability company, the entity that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said entity, for the uses and purposes therein mentioned, and on
oath stated that he was authorized to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

       /s/ Cheryl Miller
___________________________________
Notary Public in and for the State
of Illinois residing at
___________________________________

My Commission Expires:   5/31/06

<PAGE>

State of Illinois )
                  )  ss:
County of Cook    )

      On this 29 day of March, 2004, before me personally appeared R. Stanley
Young, to me known to be the Vice-President of BLC Dayton-GC, LLC, a Delaware
limited liability company, the entity that executed the foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said entity, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

      /s/ Cheryl Miller
___________________________________
Notary Public in and for the State
of Illinois residing at
___________________________________

My Commission Expires:   5/31/06

<PAGE>

State of Illinois )
                  )  ss:
County of Cook    )

      On this 29 day of March, 2004, before me personally appeared R. Stanley
Young, to me known to be the Vice-President of BLC Fort Meyers-GC, LLC, a
Delaware limited liability company, the entity that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said entity, for the uses and purposes therein mentioned, and on
oath stated that he was authorized to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

       /s/ Cheryl Miller
___________________________________
Notary Public in and for the State
of Illinois residing at
___________________________________

My Commission Expires:   5/31/06

<PAGE>

State of Illinois )
                  )  ss:
County of Cook    )

      On this 29 day of March, 2004, before me personally appeared R. Stanley
Young, to me known to be the Vice-President of BLC Tavares-GC, LLC, a Delaware
limited liability company, the entity that executed the foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said entity, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

/s/ Cheryl Miller
-----------------------------------
Notary Public in and for the State
of Illinois residing at
___________________________________

My Commission Expires: 5/31/06

<PAGE>

State of Illinois )
                  )  ss:
County of Cook    )
          --------

      On this 29 day of March, 2004, before me personally appeared R. Stanley
              --
Young, to me known to be the Vice-President of BLC Bristol-GC, LLC, a Delaware
limited liability company, the entity that executed the foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said entity, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

/s/ Cheryl Miller
-----------------------------------
Notary Public in and for the State
of Illinois residing at
   --------
___________________________________

My Commission Expires: 5/31/06

<PAGE>

State of Illinois )
                  )  ss:
County of Cook    )
         ---------

      On this 29 day of March, 2004, before me personally appeared R. Stanley
Young, to me known to be the Vice-President of BLC Las Vegas-GC, LLC, a Delaware
limited liability company, the entity that executed the foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said entity, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

/s/ Cheryl Miller
-----------------------------------
Notary Public in and for the State
of Illinois residing at

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

My Commission Expires: 5/31/06

<PAGE>

State of Illinois )
                  )  ss:
County of Cook    )

      On this 29 day of March, 2004, before me personally appeared R. Stanley
Young, to me known to be the Vice-President of BLC Lubbock-GC, LLC, a Delaware
limited liability company, the general partner of BLC Lubbock-GC, L.P., a
Delaware limited partnership, the entity that executed the foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said entity, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

/s/ Cheryl Miller
-----------------------------------
Notary Public in and for the State
of Illinois residing at
___________________________________

My Commission Expires: 5/31/06

<PAGE>

State of Illinois )
                  )  ss:
County of Cook    )

      On this 29 day of March, 2004, before me personally appeared R. Stanley
Young, to me known to be the Vice-President of BLC Overland Park, LLC, a
Delaware limited liability company, the entity that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary
act and deed of said entity, for the uses and purposes therein mentioned, and on
oath stated that he was authorized to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

/s/ Cheryl Miller
___________________________________
Notary Public in and for the State
of Illinois residing at
___________________________________

My Commission Expires 5/31/06

<PAGE>

State of Illinois )
                  )  ss:
County of Cook    )

      On this 29 day of March, 2004, before me personally appeared R. Stanley
Young, to me known to be the Executive Vice-President, Chief Financial Officer
and Treasurer of BROOKDALE LIVING COMMUNITIES, INC., a Delaware corporation, the
entity that executed the foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said entity, for the
uses and purposes therein mentioned, and on oath stated that he was authorized
to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

 /s/ Cheryl Miller
___________________________________
Notary Public in and for the State
of Illinois residing at

___________________________________

My Commission Expires: 5/31/06

<PAGE>

State of Kentucky  )
                   )  ss:
County of Jefferson)

      On this 29 day of March, 2004, before me personally appeared T. Richard
Riney, to me known to be the Executive Vice President and General Counsel of
Ventas, Inc., the general partner of VENTAS REALTY, LIMITED PARTNERSHIP, a
Delaware limited partnership, the entity that executed the foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said entity, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute said instrument.

      In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year first written above.

 /s/ Kimberly S. Tobin
___________________________________
Notary Public in and for the State
of Kentucky residing at
Louisville, Kentucky
-----------------------------------

My Commission Expires: 11/26/06


<PAGE>

                                   SCHEDULE 1

     FACILITY, TENANT, PRIMARY INTENDED USE, IL UNITS, AL UNITS, TOTAL UNITS

<TABLE>
<CAPTION>
                                                                                 AL       TOTAL
  FACILITY          TENANT            PRIMARY INTENDED USE         IL UNITS     UNITS     UNITS
-------------     -----------     ----------------------------     --------     -----     -----
<S>               <C>             <C>                              <C>          <C>       <C>
ADRIAN            BLC Adrian-     Assisted living facility and         51         52       103
                  GC, LLC         senior independent living
                                  facility.

ALBUQUERQUE       BLC             Assisted living facility and        140         60       200
                  Albuquerque     senior independent living
                  -GC, LLC        facility.

BRISTOL           BLC Bristol-    Assisted living facility and         54         44       98
                  GC, LLC         senior independent living
                                  facility.

DAYTON            BLC Dayton-     Assisted living facility and        130         55       185
                  GC, LLC         senior independent living
                                  facility.

FT. MYERS         BLC Fort        Senior independent living           185          0       185
                  Myers-GC,       facility.
                  LLC

LAS VEGAS         BLC Las         Assisted living facility and        102         50       152
                  Vegas-GC,       senior independent living
                  LLC             facility.

LUBBOCK           BLC             Senior independent living           138          0       138
                  Lubbock-        facility
                  GC, LLC

OVERLAND PARK     BLC             Senior independent living           276          0       276
                  Overland        facility
                  Park-GC,
                  LLC

TAVARES           BLC             Assisted living facility and         59         35        94
                  Tavares-GC,     senior independent living
                  LLC             facility.
</TABLE>

                                   Schedule 1
<PAGE>

                                   SCHEDULE 2

        INITIAL ALLOCATED RENT AND INITIAL MINIMUM OPTION PURCHASE PRICE

<TABLE>
<CAPTION>
                             INITIAL ANNUAL ALLOCATED     INITIAL MINIMUM OPTION
      FACILITY                        RENT                    PURCHASE PRICE
-----------------------      ------------------------     ----------------------
<S>                          <C>                          <C>
Adrian, Michigan                 $    544,388.00             $  5,885,000.00
Albuquerque, New Mexico          $  1,076,267.00             $ 11,635,000.00
Bristol, Virginia                $    610,558.00             $  6,601,000.00
Dayton, Ohio                     $    333,306.00             $  3,603,000.00
Ft. Myers, Florida               $  1,316,361.00             $ 14,231,000.00
Las Vegas                        $    224,792.00             $  2,430,000.00
Lubbock                          $    667,113.00             $  7,212,000.00
Overland Park                    $  2,225,899.00             $ 24,064,000.00
Tavares, Florida                 $    381,548.00             $  4,125,000.00
                                 ---------------             ---------------
     TOTALS                      $  7,380,232.00             $ 79,786,000.00
                                 ===============             ===============
</TABLE>

                                   Schedule 2
<PAGE>

                                  SCHEDULE 3.5

                              CAPITAL REPAIR ITEMS

<TABLE>
<CAPTION>
               CAPITAL REPAIR ITEMS                               ALLOWANCE AMOUNT
               --------------------                               ----------------
<S>                                                          <C>
ADRIAN, MICHIGAN
1.   None                                                    1.    $        0

ALBUQUERQUE, NEW MEXICO
1.   Heat pump replacements and cooling tower                1.    $11,000.00
     upgrades
2.   Replacement of some kitchen appliances                  2.    $13,125.00

                                                                      TOTAL:  $24,125.00

BRISTOL, VIRGINIA
1.   Roof leaks reported and needing repaired                1.    $ 6,250.00

DAYTON, OHIO
1.   Repair asphalt and concrete, reseal asphalt             1.    $14,843.75
2.   Replace original portion of roof over next 2 years      2.    $46,378.75
3.   Replace common area FF&E                                3.    $ 9,375.00
4.   Reattach meters and switch gear                         4.    $ 1,250.00


                                                                      TOTAL:  $71,847.50

FT. MYERS, FLORIDA
1.   Replace roof and roof membranes due to roof leaks       1.    $50,000.00
     over a period of years

LAS VEGAS, NEVADA
1.   Replace roof in kitchen due to leaks                    1.    $ 8,750.00
2.   Repair and seal cracks on concrete topping of the       2.    $ 3,125.00
balcony docks to prevent moisture reaching plywood
sheathing

                                                                      TOTAL:  $11,875.00

LUBBOCK, TEXAS
1.   Non                                                     1.    $        0
</TABLE>

                                  Schedule 3.5
<PAGE>

<TABLE>
<CAPTION>
               CAPITAL REPAIR ITEMS                               ALLOWANCE AMOUNT
               --------------------                               ----------------
<S>                                                          <C>
OVERLAND PARK, KANSAS
1.   Isolated portion of concrete block at porte cohere is   1.    $  1,250.00
damaged.  Damaged areas must be replaced
2.   Various balcony decks are separating from the lower     2.    $ 93,750.00
bearing walls exterior
                                                                      TOTAL:  $95,000.00

TAVARES, FLORIDA
1.   None                                                    1.    $         0

                                    TOTAL                          $259,097.50
</TABLE>

                                  Schedule 3.5
<PAGE>

                                  SCHEDULE 7.3

                            AUTHORIZATION COLLATERAL

1.    License issued by Michigan Family Independence Agency, Office of Children
      & Adult Licensing for a home for the aged, capacity 66, to BLC Adrian-GC,
      LLC

2.    License issued by Ohio Department of Health for Residential Care Facility,
      capacity 83, to BLC-Dayton-GC, LLC

3.    License issued by New Mexico Department of Health for Adult Residential
      Shelter Care Home, capacity 100, to BLC Albuquerque-GC, LLC

4.    License issued by Virginia Department of Social Services for an Assisted
      Living Facility, capacity 125, to BLC Bristol-GC, LLC

5.    License issued by the Florida Agency for Health Care Administration for an
      Assisted Living Facility, capacity 65, to BLC Tavares - GC, LLC

6.    License issued by the Nevada Department of Human Services, Health
      Division, Bureau of Licensing and Certification for a Residential Facility
      for Elderly or Disabled Persons, Category 1, Capacity 50, to BLC Las
      Vegas-GC, LLC

                                  Schedule 7.3

<PAGE>

                                 SCHEDULE 8.2.7

           NONCOMPLIANCE WITH CERTAIN LEGAL AND INSURANCE REQUIREMENTS

                                      NONE

                                 Schedule 8.2.7
<PAGE>

                                    EXHIBIT A

                            LEASED PROPERTY ADDRESSES

<TABLE>
<CAPTION>
PROPERTY NAME:             PROPERTY ADDRESS
<S>                        <C>
The Grand Court            1200 Corporate Drive, Adrian (Lenawee County), Michigan
Adrian

The Grand Court            300 Valencia Drive SE, Albuquerque (Bernalillo County), New Mexico
Albuquerque

The Grand Court            One Liberty Place, Bristol (Washington County), Virginia
Bristol

The Grand Court            280 Walden Way, Dayton (Montgomery and Greene Counties), Ohio
Dayton

The Grand Court Fort       8351 College Parkway, Fort Myers (Lee County), Florida
Myers

The Grand Court Las        6650 W. Flamingo Road, Las Vegas (Clark County), Nevada
Vegas

The Grand Court            4601 71st Street, Lubbock (Lubbock County), Texas
Lubbock

The Grand Court            6101 W. 119th Street, Overland Park (Johnson County), Kansas
Overland Park

The Grand Court            1211 Caroline Street East, Tavares (Lake County), Florida
Tavares
</TABLE>

                                    Exhibit A
<PAGE>

                                   EXHIBIT A-7

                          LEGAL DESCRIPTION (LAS VEGAS)

That portion of the Southeast Quarter (SE1/4) of the Southwest Quarter (SW1/4)
of Section 14, Township 21 South, Range 60 East, M.D.B. & M., more particularly
described as follows:

Lot Two (2) of Parcel Map File 50, page 26, recorded July 30, 1986, in Clark
County Records, Nevada, being the same tract described as follows:

COMMENCING at the Southeast corner of the Southwest Quarter (SW1/4) of said
Section 14;

THENCE South 89 degrees 43'30" West along the South line thereof a distance of
667.31 feet;

THENCE North 00 degrees 26'50" West a distance of 245.00 feet to the TRUE POINT
OF BEGINNING;

THENCE South 89 degrees 43'50" West a distance of 282.00 feet;

THENCE South 00 degrees 26'50" East a distance of 164.00 feet to a point on the
Northerly right of way line of Flamingo Road;

THENCE South 89 degrees 43'30" West along said Northerly right of way line a
distance of 71.31 feet;

THENCE North 00 degrees 26'50" West a distance of 164.00 feet;

THENCE South 89 degrees 43'30" West a distance of 283.99 feet to a point on the
Easterly right of way line of Redwood Street (60.00 feet wide);

THENCE North 00 degrees 26'43" West along said Easterly right of way line a
distance of 432.84 feet;

THENCE North 89 degrees 53'36" East a distance of 607.30 feet to a point on the
Westerly right of way line of Sorrel Street (60.00 feet wide);

THENCE South 00 degrees 26'50" East along said Westerly right of way line a
distance of 0.36 feet to a point on a tangent curve concave to the Northeast
having a radius of 60.00 feet;

THENCE Southeasterly along the arc of said curve through a central angle of 60
degrees 00'02" an arc length of 62.83 feet;

THENCE South 00 degrees 26'50" East a distance of 372.82 feet to the TRUE POINT
OF BEGINNING.

(As previously contained in document recorded October 12, 1994 in Book 941012 as
Document No. 00539.)

                                   Exhibit A-8
<PAGE>

                                   EXHIBIT A-8

                           LEGAL DESCRIPTION (LUBBOCK)

Lot 2, Block 8, of Furr-Wolf, an Addition to the City of Lubbock, Lubbock
County, Texas, according to the map, plat and/or dedication deed thereof
recorded in Volume 1888, Page 15, of the Deed Records of Lubbock County, Texas.

                                   Exhibit A-8
<PAGE>

                                   EXHIBIT A-9

                        LEGAL DESCRIPTION (OVERLAND PARK)

TRACT 1:

All of LOT 1, THE COUNTRY CLUB, a subdivision in the City of Overland Park,
Johnson County, Kansas, according to the recorded plat thereof filed in Plat
Book 67 at Page 8, except that part described as follows:

A tract of land in the Northeast One-Quarter of Section 20, Township 13 South,
Range 25 East also being part of Lot 1 as platted in the Country Club, a
subdivision of land in the City of Overland Park, Johnson County, Kansas and
being more particularly described as follows:

Beginning at the Southwest corner of said Lot 1; thence North 87 degrees 56
minutes 43 seconds East along the South line of said Lot 1 a distance of 543.36
feet to a point; thence North 12 degrees 03 minutes 17 seconds West a distance
of 405.60 feet to a point; thence South 77 degrees 56 minutes 43 seconds West a
distance of 405.55 feet to a point in the West line of said Lot 1; thence South
11 degrees 01 minutes 24 seconds West along the West line of said Lot 1 a
distance of 273.53 feet to a point of curvature; thence along a curve to the
left having a radius of 720.00 feet, a central angle of 05 degrees 04 minutes 01
seconds and a length of 63.67 feet to the point of beginning.

The land conveyed herein being ALSO DESCRIBED as follows:

A tract of land in the Northeast One-Quarter of Section 20, Township 13 South,
Range 25 East also being part of Lot 1 as platted in THE COUNTRY CLUB, a
subdivision of land in the City of Overland Park, Johnson County, Kansas,
according to the recorded plat thereof filed in Plat Book 67 at Page 8, and
being more particularly described as follows: Commencing at the Southwest corner
of said Lot 1; thence North 87 degrees 56 minutes 43 seconds East along the
South line of said Lot 1, a distance of 543.36 feet to the point of beginning;
thence continuing North 87 degrees 56 minutes 43 seconds East along the South
line of said Lot 1, a distance of 825.22 feet to a point, said point being the
Southeast corner of Lot 1; thence North 01 degree 54 minutes 45 seconds West
along the East line of said Lot 1, a distance of 800.00 feet to a point, said
point being the Northeast corner of said Lot 1; thence South 87 degrees 56
minutes 43 seconds West along the North line of said Lot 1, a distance of
1237.84 feet to a point, said point being the Northwest corner of said Lot 1;
thence South 01 degree 54 minutes 57 seconds East along the West line of said
Lot 1, a distance of 86.36 feet to a point of curvature; thence Southwesterly on
a curve to the right along the West line of said Lot 1, having a radius of
1165.00 feet, a central angle of 12 degrees 56 minutes 21 seconds and a length
of 263.09 feet to a point; thence South 11 degree 01 minutes 24 seconds West
along the West line of said Lot 1, a distance of 127.13 feet to a point; thence
North 77 degrees 56 minutes 43 seconds East, a distance of 405.55 feet to a
point; thence South 12 degrees 03 minutes 17 seconds East, a distance of 405.60
feet to the point of beginning.

                                   Exhibit A-9
<PAGE>

TRACT 2:

Perpetual non-exclusive easement for access and right-of-way reserved by Grand
Court-Overland Park Associates, a Kansas General Partnership, in the Deed
recorded July 14, 1998, as Document No. 2857493 in Book 5769 at Page 107, across
and over land described as follows:

The South 55.00 feet and the East 40.00 feet of the South 90.00 feet of the
following described tract: A tract of land in the Northeast and Northwest
One-Quarter of Section 20, Township 13 South, Range 25 East also being part of
Lot 1 as platted in THE COUNTRY CLUB, a subdivision of land in the City of
Overland Park, Johnson County, Kansas, according to the recorded plat thereof
filed in Plat Book 67 at Page 8, and being more particularly described as
follows: Beginning at the Southwest corner of said Lot 1; thence North 87
degrees 56 minutes 43 seconds East along the South line of said Lot 1, a
distance of 543.36 feet to a point; thence North 12 degrees 03 minutes 17
seconds West, a distance of 405.60 feet to a point; thence South 77 degrees 56
minutes 43 seconds West, a distance of 405.55 feet to a point in the West line
of said Lot 1; thence South 11 degrees 01 minutes 24 seconds West along the West
line of said Lot 1, a distance of 273.53 feet to a point of curvature; thence
along a curve to the left having a radius of 720.00 feet, a central angle of 05
degrees 04 minutes 01 seconds, a chord bearing of South 08 degrees 29 minutes 24
seconds West and a length of 63.67 feet to a point, said point being the point
of beginning.

TRACT 3:

Perpetual non-exclusive easement for access and right-of-way reserved by Grand
Court-Overland Park Associates, a Kansas General Partnership, in the Deed
recorded July 14, 1998, as Document No. 2857493 in Book 5769 at Page 107, across
and over land described as follows:

A tract of land in the Northeast One-Quarter of Section 20, Township 13 South,
Range 25 East also being part of Lot 1 as platted in THE COUNTRY CLUB, a
subdivision of land in the City of Overland Park, Johnson County, Kansas,
according to the recorded plat thereof filed in Plat Book 67 at Page 8, and
being more particularly described as follows: Commencing at the Southwest corner
of said Lot 1; thence North 87 degrees 56 minutes 43 seconds East along the
South line of said Lot 1, a distance of 543.36 feet to the point of beginning of
a 30 foot wide access easement the centerline described as follows: North 12
degrees 03 minutes 17 seconds West, a distance of 405.60 feet to a point; thence
South 77 degrees 56 minutes 43 seconds West, a distance of 330.00 feet to a
point of terminus.

                                   Exhibit A-9
<PAGE>

                                    EXHIBIT F

                      LIST OF PROPERTY MANAGEMENT CONTRACTS

1.    Exclusive Property Management and Leasing Agreement dated as of January
      28, 2004, by and between BLC Adrian-GC, LLC and Brookdale Living
      Communities-GC, LLC.

2.    Exclusive Property Management and Leasing Agreement dated as of January
      28, 2004, by and between BLC Albuquerque-GC, LLC and Brookdale Living
      Communities-GC, LLC.

3.    Exclusive Property Management and Leasing Agreement dated as of February
      20, 2004, by and between BLC Bristol-GC, LLC and Brookdale Living
      Communities-GC, LLC.

4.    Exclusive Property Management and Leasing Agreement dated as of January
      28, 2004, by and between BLC Dayton-GC, LLC and Brookdale Living
      Communities-GC, LLC.

5.    Exclusive Property Management and Leasing Agreement dated as of January
      28, 2004, by and between BLC Fort Myers-GC, LLC and Brookdale Living
      Communities-GC, LLC.

6.    Exclusive Property Management and Leasing Agreement dated as of February
      20, 2004, by and between BLC Tavares-GC, LLC and Brookdale Living
      Communities-GC, LLC.

7.    Exclusive Property Management and Leasing Agreement dated as of March
      [30], 2004, by and between BLC Las Vegas-GC, LLC and Brookdale Living
      Communities-GC, LLC.

8.    Exclusive Property Management and Leasing Agreement dated as of March
      [30], 2004, by and between BLC Lubbock-GC, L.P. and Brookdale Living
      Communities-GC, LLC.

9.    Exclusive Property Management and Leasing Agreement dated as of March
      [30], 2004, by and between BLC Overland Park, LLC and Brookdale Living
      Communities-GC, LLC.

                                    Exhibit F