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                                                                EXHIBIT: 10.43.3

                        SECOND AMENDMENT TO MASTER LEASE

            THIS SECOND AMENDMENT TO MASTER LEASE (the "SECOND AMENDMENT") is
made as of February 23, 2004 by and among ALS LEASING, INC., a Delaware
corporation, and ASSISTED LIVING PROPERTIES, INC., a Kansas corporation
(collectively, "TENANT") and JER/NHP SENIOR LIVING ACQUISITION, LLC, a Delaware
limited liability company, JER/NHP SENIOR LIVING TEXAS, L.P., a Texas limited
partnership, JER/NHP SENIOR LIVING WISCONSIN, LLC, a Delaware limited liability
company, and JER/NHP SENIOR LIVING KANSAS, INC., a Kansas corporation
(collectively, "LANDLORD"), and ALTERRA HEALTHCARE CORPORATION, a Delaware
corporation ("GUARANTOR").

                                R E C I T A L S:

            A. Landlord and Tenant have entered into that certain Master Lease
dated as of April 9, 2002 (as amended, modified or revised prior to the date
hereof, the "MASTER LEASE"), pursuant to which Landlord leases to Tenant the
Premises described therein. Initially capitalized terms used but not otherwise
defined in this Second Amendment shall have the meanings given to them in the
Master Lease.

            B. Landlord and Tenant now desire to amend the Master Lease as more
particularly set forth in this Second Amendment.

                               A G R E E M E N T

            NOW, THEREFORE, taking into account the foregoing Recitals, and in
consideration of the mutual covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

            1. AMENDMENTS TO MASTER LEASE.

                  (a) INITIAL CAPEX FUNDING. Notwithstanding anything to the
      contrary set forth in the Master Lease, the Initial CapEx Funding shall be
      available for disbursement to Tenant, on the terms and conditions set
      forth in the Master Lease as modified by this Second Amendment, until
      December 31, 2004. Any portion of the Initial CapEx Funding remaining
      unused at December 31, 2004 shall become unavailable to Tenant, and
      Landlord's Investment and Minimum Rent shall then be adjusted in the
      manner described in Section 8.3(b) of the Master Lease.

                  (b) CAPEX BUDGET. Funds from the Initial CapEx Funding shall
      be available for disbursement to Tenant for payment or reimbursement of
      capital expenditures on those CapEx Items shown on the revised budget for
      CapEx Items attached hereto as Exhibit A, which Landlord has approved.
      Landlord may, in its reasonable discretion, request that Tenant from time
      to time update the operative budget for CapEx Items.

                                       -1-
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      Landlord shall be entitled to review and approve in its reasonable
      discretion any such updated budget.

                  (c) EXCLUDED FACILITIES. Except for funds described in
      Tenant's draw request pending as of the date of this Second Amendment,
      which may be made available to Tenant in accordance with the provisions of
      the Master Lease, no further funds from the Initial CapEx Funding (or
      otherwise) shall be available to Tenant to fund CapEx Items at the
      Facilities located in Tampa, Florida, Ocala, Florida and Lancaster, Texas.
      No future budget describing CapEx Items shall include any further requests
      for CapEx Items at such Facilities.

                  (d) EFFECT OF AMENDMENT. Except as specifically amended
      pursuant to the terms of this Second Amendment, the terms and conditions
      of the Master Lease shall remain unmodified and in full force and effect.
      In the event of any inconsistencies between the terms of this Second
      Amendment and any terms of the Master Lease, the terms of this Second
      Amendment shall govern and prevail.

            2. DISPOSITION FACILITIES. Tenant acknowledges that, pursuant to
Section 27.1 of the Lease, the following Facilities, together with the Facility
at Lower Makefield, Pennsylvania, have been identified in the Facility ID Notice
as the Disposition Facilities: Tampa, Florida, Ocala, Florida and Lancaster,
Texas.

            3. AFFIRMATION OF MASTER LEASE.

                  (a) Each entity comprising Tenant hereby acknowledges and
      affirms its obligations under the Master Lease (as modified hereby), and
      further represents and warrants that the Master Lease is the valid and
      binding obligations of Tenant and is in full force and effect and is fully
      enforceable by Landlord against Tenant in accordance with its terms. Each
      entity comprising Tenant specifically acknowledges and affirms that,
      except as expressly modified by this Second Amendment, its obligations
      under the Master Lease shall not be diminished or otherwise affected by
      this Second Amendment.

                  (b) Guarantor hereby acknowledges and affirms its obligations
      under the Guaranty, and further represents and warrants that the Guaranty
      is the valid and binding obligation of Guarantor and is in full force and
      effect and is fully enforceable by Landlord against Guarantor in
      accordance with its terms. Guarantor specifically acknowledges and affirms
      that, except as expressly modified by this Second Amendment, its
      obligations under the Guaranty shall not be diminished or otherwise
      affected by this Second Amendment.

            4. FURTHER INSTRUMENTS. Each of the undersigned will, whenever and
as often as it shall be reasonably requested so to do by another party, take all
actions reasonably required and shall cause to be executed, acknowledged or
delivered, any and all such further instruments and documents as may be
necessary or proper, in the reasonable opinion of the requesting party, in order
to carry out the intent and purpose of this Second Amendment.

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            5. INCORPORATION OF RECITALS. The Recitals to this Second Amendment
are incorporated herein by this reference.

            6. MISCELLANEOUS. This Second Amendment contains the entire
agreement between the parties relating to the subject matters contained herein.
Any prior representations or statements concerning the subject matters herein
shall be of no force or effect. This Second Amendment shall be construed as a
whole and in accordance with its fair meaning. Headings are for convenience only
and shall not be used in construing meaning. This Second Amendment shall be
governed by and construed in accordance with the internal laws of the State of
California without regard to rules concerning the choice of law. This Second
Amendment may be executed in multiple counterparts and in original or by
facsimile, each of which constitute an original, but all of which taken together
shall constitute but one in the same document.

                            [SIGNATURES ON NEXT PAGE]

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            IN WITNESS WHEREOF, the parties have executed this Second Amendment
as of the date first above written.

"TENANT"

ALS LEASING, INC.,
a Delaware corporation

By: /s/ Kristin A. Ferge
    -----------------------------
Name: Kristin A. Ferge
    -----------------------------
Title: VP
    -----------------------------

Witness: /s/ Illegible                      Witness: /s/ Joanna S.
         ------------------------                    -----------------------

ASSISTED LIVING PROPERTIES, INC.,
a Kansas corporation

By: /s/ Kristin A. Ferge
    -----------------------------
Name: Kristin A. Ferge
    -----------------------------
Title: VP
    -----------------------------

Witness: /s/ Illegible                      Witness: /s/ Joanna S.
         ------------------------                    -----------------------


                                      S-1
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"GUARANTOR"

ALTERRA HEALTHCARE CORPORATION,
a Delaware corporation

By: /s/ Kristin A. Ferge
    -----------------------------
Name: Kristin A. Ferge
    -----------------------------
Title: VP
    -----------------------------

Witness: /s/ Illegible                       Witness: /s/ Joanna S.
         ------------------------                    -----------------------


                                      S-2
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"LANDLORD"

JER/NHP SENIOR LIVING ACQUISITION, LLC,
a Delaware limited liability company

By: JER/NHP SENIOR HOUSING, LLC,
    a Delaware limited liability company,
    its sole member

    By: NATIONWIDE HEALTH PROPERTIES, INC.,
        a Maryland corporation,
        its managing member

        By: /s/ Donald D. Bradley
           ----------------------------
        Name:  Donald D. Bradley
        Title: Senior Vice President & General Counsel

Witness: /s/ Deborah                        Witness: /s/ Illegible
         ------------------------------              ---------------------------

JER/NHP SENIOR LIVING TEXAS, L.P.,
a Texas limited partnership

By: JER/NHP MANAGEMENT TEXAS, LLC,
    a Texas limited liability company
    its general partner

    By: /s/ Donald D. Bradley
       --------------------------
    Name:  Donald D. Bradley
    Title: Manager

Witness: /s/ Deborah                        Witness: /s/ Illegible
         ------------------------------              ---------------------------

                                      S-3
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JER/NHP SENIOR LIVING WISCONSIN, LLC,
a Delaware limited liability company

By: JER/NHP SENIOR HOUSING, LLC,
    a Delaware limited liability company,
    its sole member

    By: NATIONWIDE HEALTH PROPERTIES, INC.,
        a Maryland corporation,
        its managing member

        By: /s/ Donald D. Bradley
           -----------------------
        Name:  Donald D. Bradley
        Title: Senior Vice President & General Counsel

Witness: /s/ Deborah                        Witness: /s/ Illegible
         ------------------------------              ---------------------------

JER/NHP SENIOR LIVING KANSAS, INC.,
a Kansas corporation

By: /s/ Donald D. Bradley
   ------------------------
Name:  Donald D. Bradley
Title: Secretary and Treasurer

Witness: /s/ Deborah                        Witness: /s/ Illegible
         ------------------------------              ---------------------------

                                      S-4
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                                    EXHIBIT A

                            REVISED CAPEX ITEM BUDGET

                                   Exhibit A