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                                                                  EXHIBIT 10.131

                       SECOND AMENDMENT TO LOAN AGREEMENT
                              AND RELATED DOCUMENTS


         WHEREAS, Alterra Healthcare Corporation, formally known as Alternative
Living Services, Inc. (the "Borrower") and Firstar Bank Milwaukee, N.A. (the
"Bank") have executed a Revolving Credit Note in the original amount of
$5,000,000.00 dated August 19, 1997 (the "Note"), and a Revolving Credit
Agreement in the original amount of $5,000,000.00 dated August 19, 1997 (the
"Agreement") and as amended, (collectively with the Agreement and the Note
referred to as the "Loan Documents"), setting forth the terms and conditions
upon which the Borrower has obtained a loan from the Bank.

         WHEREAS, the Borrower has requested that the Bank permit certain
modifications to the Agreement and Note as described below; and

         WHEREAS, the Bank has agreed to such modifications but only upon the
terms and conditions outlined in this Amendment.

         NOW, THEREFORE, it is hereby agreed by and between the Borrower and the
Bank as follows:

         1.    Change in Maximum Loan Amount. All references to $5,000,000.00 in
the Agreement and in the Note (whether or not numerically) as the maximum Loan
Amount which may be borrowed from time to time are hereby deleted and replaced
with $15,000,000.00.

         2.    Extension of Maturity  Date.  All references in the loan
documents to February 28, 2000 as the maturity of the Note are hereby deleted
and replaced with March 31, 2000.

         3.    Change in Borrowing Base.  All references to section 1.2
Borrowing Base in the Agreement are hereby deleted.

         4.    Change in Financial Covenants. All references to $100,000,000.00
in the Agreement as the minimum Tangible Net Worth are hereby deleted and
replaced with $154,561,000.00 for the period beginning July 1, 1999 and
thereafter.

         5.    Change in Financial Covenant Definition. All references to the
definition of Minimum Tangible Net Worth are hereby deleted and replaced with
"Total stockholder's or partner's equity less the sum of all intangible assets,
pre-opening costs, organization costs, deferred financing costs and loans to or
receivables from unconsolidated affiliates." The terms used herein shall have
the respective meanings given to them under generally accepted accounting
principles in effect in the United States of America from time to time.

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         6.    Addition to Financial Covenants. Section 2.14 of the Agreement is
hereby amended to create a "Minimum Net Profit" requirement as follows: The
Borrower shall achieve an after-tax profit of at least $1 for each calendar
quarter commencing for the calendar quarter ending 9/30/99.

         7.    Change to Article IV Defaults. Article IV is hereby amended to
create Section 4.5, "Cross Default with Bank United Credit Facility." The
Borrower shall be deemed to be in default under the Agreement in the event that
the Borrower is declared in default under its Loan and or Security Agreements
with Bank United.

         8.    Effectiveness of Prior Documents. Except as specifically amended
hereby, the Agreement and the other Loan Documents shall remain in full force
and effect in accordance with their respective terms. All warranties and
representations contained in the Agreement and the other Loan Documents are
hereby reconfirmed as of the date hereof. All collateral previously provided to
secure the Loan Documents, including but not limited to collateral described in
the Mortgage, continues as security remain in full force and effect. This is an
amendment, not a novation.

         9.    Preconditions to Effectiveness. This Amendment shall only become
effective upon execution of the Borrower and the Bank.

         10.   No Waiver of  Defaults.  This Amendment shall not be construed as
or be deemed to be a waiver by the Bank of existing defaults by the Borrower,
whether known or undiscovered.

         11.   Expenses. The Borrower shall be responsible for payment of all
fees and out-of-pocket disbursements incurred by the Bank in connection with the
preparation, execution, delivery, administration and enforcement of this
Amendment, including all costs of collection, and including without limitation
the fees and disbursements of counsel (including inside counsel) for the Bank.

         12.   Survival of Warranties. All agreements, representations and
warranties made herein shall survive the execution of this Amendment.

         13.   Applicable Law. This Amendment shall be governed by and construed
in accordance with the internal laws of the State of Wisconsin.

         14.   Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be considered an original, but when taken
together shall constitute one document.

         15.   Authorization. The Borrower represents and warrants that the
execution, delivery and performance of this Amendment, and the documents
referenced herein, are within the corporate powers of the Borrower and have been
duly authorized by all necessary corporate action.

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         16.   Captions. The captions contained herein are for convenience only,
and do not restrict or otherwise affect the interpretation of any of the
paragraphs to which they relate.

         September 9, 1999

ALTERRA HEALTHCARE CORPORATION           FIRSTAR BANK MILWAUKEE, N.A.

By: /s/ Mark Ohlendorf    SVP            By:  /s/ Thomas V. Richtman
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Name: Mark Ohlendorf                     Name: Thomas V. Richtman
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