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                                                                   EXHIBIT 10.40


                            SECOND OMNIBUS AMENDMENT


         This AMENDMENT (this "Amendment") is made as of the 28th day of
January, 2000, by and among (i) ASSISTED LIVING PROPERTIES, INC., a Kansas
corporation having its principal place of business c/o Alterra Healthcare
Corporation, 10000 Innovation Drive, Milwaukee, Wisconsin 53226 ("ALP"); (ii)
ALTERRA HEALTHCARE CORPORATION, a Delaware corporation formerly known as
ALTERNATIVE LIVING SERVICES, INC., a Delaware corporation having its principal
place of business at 10000 Innovation Drive, Milwaukee, Wisconsin 53226
("Alterra"); (iii) ALS LEASING, INC., a Delaware corporation, having its
principal place of business at 10000 Innovation Drive, Milwaukee, Wisconsin
53226 ("ALS Leasing"); (iv) MEDITRUST OF KANSAS, INC., a Delaware corporation,
having a principal place of business c/o MEDITRUST CORPORATION, 197 First
Avenue, Needham Heights, Massachusetts 02494 ("MOK"); (v) NEW MEDITRUST COMPANY
LLC, a Delaware limited liability company and successor by merger to MEDITRUST
COMPANY LLC (the successor by merger to MEDITRUST OF FLORIDA, INC., a New York
corporation, MEDITRUST OF TEXAS, INC., a Delaware corporation, and MEDITRUST OF
OHIO, INC., a Delaware corporation), having a principal place of business c/o
MEDITRUST CORPORATION, 197 First Avenue, Needham Heights, Massachusetts 02494
(collectively, "Meditrust"); (vi) T AND F PROPERTIES, LP, a Delaware limited
partnership (successor in title to certain Meditrust/ALS Facilities (as such
term is defined in the Meditrust Agreements) located in Texas), having a
principal place of business c/o MEDITRUST CORPORATION, 197 First Avenue,
Needham, Massachusetts 02494 ("T and F"); and (VII) MEDITRUST ACQUISITION
COMPANY LLC, a Delaware limited liability company (the successor by merger to
MEDITRUST ACQUISITION CORPORATION III, a Delaware corporation), having its
principal place of business c/o MEDITRUST CORPORATION, 197 First Avenue, Needham
Heights, Massachusetts 02494 ("MAC").

                              W I T N E S S E T H:

         WHEREAS, ALP, Meditrust and MOK are parties to that certain Amended and
Restated Agreement Regarding Related Transactions ($35,000,000 Combined
Sale/Leaseback) dated as of March 31, 1997, as amended (the "$35,000,000
Meditrust Agreement"); and

         WHEREAS, ALS Leasing, Alterra and MAC are parties to that certain
Amended and Restated Agreement Regarding Related Lease Transactions
($100,000,000 Meditrust Investment) dated as of April 30, 1997, as amended (the
"$100,000,000 Meditrust Agreement"); and



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         WHEREAS, ALP, Meditrust and MOK are parties to that certain Agreement
Regarding Related Transactions ($50,000,000 Combined Sales/Lease Back) dated as
of September 30, 1997, as amended (the "$50,000,000 Meditrust Agreement"); and

         WHEREAS, ALS Leasing, Alterra and MAC are parties to that certain
Agreement Regarding Related Lease Transactions ($150,000,000 Meditrust
Investment) dated as of November 21, 1997, as amended (the "$150,000,000
Meditrust Agreement"). The $35,000,000 Meditrust Agreement, the $100,000,000
Meditrust Agreement, the $50,000,000 Meditrust Agreement and the $150,000,000
Meditrust Agreement may be referred to herein collectively as the "Meditrust
Agreements"; and

         WHEREAS, each of the Meditrust Agreements have been amended by Omnibus
Amendment dated December 29, 1999, by and among the parties hereto (the "First
Omnibus Amendment"); and

         WHEREAS, the parties desire to further amend each of the Meditrust
Agreements as more specifically set forth herein.

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

         1. RELEASE OF COLLATERAL. The parties acknowledge that the following
properties have been sold by the applicable Meditrust subsidiary to an affiliate
of Alterra, and that accordingly, effective as of the date of such sale, such
properties no longer serve as collateral for any of the lessees' obligations
under any of the Meditrust Agreements or any other documents or instruments in
effect with respect to the entire Alterra/Meditrust Pool (as hereinafter
defined), including, without limitation, those documents and instruments by and
among or between MOK, Meditrust, T and F, MAC, or any affiliate of the
foregoing, on one hand, and ALP, ALS Leasing, Alterra or any affiliate of the
foregoing, on the other hand:

         Sterling House at Tallgrass, Wichita, KS;
         Sterling House of Hays, Hays, KS;
         Sterling House of Abilene II, Abilene, KS;
         Woven Hearts of Sussex, Sussex, WI;
         Sterling House of West Melbourne, Melbourne, FL;
         Sterling House of Tequesta I (Jupiter), Tequesta, FL;
         Sterling House of Stuart, Stuart, FL;
         Sterling House of Leesburg, Leesburg, Fl;
         Sterling House of Port Orange, Port Orange, FL;
         Sterling House of Deland, Deland, FL;


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         Sterling House of West Melbourne II, Melbourne, FL; and
         Sterling House of Tequesta II, Tequesta, FL.

         2. REPRESENTATIONS AND WARRANTIES. The following representations and
warranties are made by the Waiving Parties (as hereinafter defined), with
knowledge that they will be relied upon by ALP, Alterra, ALS Leasing and AHC
Purchaser, Inc.:

         a.       There are no persons or entities holding any of the interests
                  of the landlords or lessors with respect to the entirety of
                  the Alterra/Meditrust Pool, other than MOK, Meditrust, T and F
                  and MAC, all of which are parties hereto;

         b.       With respect to all properties within the Alterra/Meditrust
                  Pool, except with respect to the Acquisition Facility Lease
                  related to a facility known as "Liberty Commons" in Manlius,
                  New York, as to which no representation or warranty is made,
                  (i) the only holders of any mortgages, deeds of trust or
                  "Encumbrances", including, without limitation, "Fee
                  Mortgagees" (as such terms are defined in the various facility
                  lease agreements that exist with respect to the entire
                  Alterra/Meditrust Pool (collectively "Holders")) are
                  affiliates of MOK, Meditrust, T and F and MAC and per se fall
                  with the definition of "Waiving Parties" and (ii) no such
                  Holders are required to consent to any modification or
                  amendment to any facility lease agreement or any other
                  Meditrust Agreement.

         c.       As used herein, "Waiving Parties" means MOK, Meditrust, T and
                  F and MAC, on their own behalf and on behalf of any affiliates
                  of the foregoing or of Meditrust Corporation. As used herein,
                  the "Alterra/Meditrust Pool" means and refers to each and
                  every assisted living facility subject to a facility lease
                  agreement with MOK, Meditrust, T and F or MAC, or any
                  affiliate thereto, on the one hand, as lessor and landlord,
                  and ALS Leasing or ALP or any affiliate thereof, as lessee or
                  tenant, on the other hand. As used herein, "affiliate" means
                  any person or entity controlled by, controlling or under
                  common control with such other person.

         3. MISCELLANEOUS. The parties hereto acknowledge and agree that, except
as specifically amended by the terms of this Amendment, all terms, covenants and
provisions of the Meditrust Agreements are hereby ratified and confirmed and
shall remain in full force and effect. This Amendment constitutes an amendment
supplemental to each of the Meditrust Agreements which is to be construed
together with and as part of the Meditrust Agreements. All references to the
Meditrust Agreements shall refer to the Meditrust Agreements as amended hereby.



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         4. COUNTERPARTS. This Amendment may be executed in several
counterparts, each of which when executed and delivered shall constitute one
instrument. In proving this Agreement it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom
enforcement is sought.

         5. EFFECTIVE DATE. This Amendment is executed as an instrument under
seal and shall be effective as of January   , 2000.

         6. ADDITIONAL DOCUMENTATION. The parties shall promptly execute and
furnish such other documentation, agreements and assurances as the parties shall
from time to time reasonably require in furtherance of the purposes of this
Amendment.

         7. CAPITALIZED TERMS. All capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Meditrust
Agreements.




WITNESS:                                    ASSISTED LIVING PROPERTIES,
                                            INC., a Kansas corporation


  /s/ J. C. Hansen                          By: /s/ Mark W. Ohlendorf
--------------------------                     --------------------------------
Name: J. C. Hansen                             Name:  Mark W. Ohlendorf
                                               Title: Vice President



WITNESS:                                    ALTERRA HEALTHCARE CORPORATION, a
                                            Delaware corporation


  /s/ J. C. Hansen                          By: /s/ Mark W. Ohlendorf
--------------------------                     --------------------------------
Name: J. C. Hansen                             Name:  Mark W. Ohlendorf
                                               Title: Senior Vice President



WITNESS:                                    ALS LEASING, INC, a Delaware
                                            corporation


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  /s/ J. C. Hansen                          By: /s/ Mark W. Ohlendorf
--------------------------                     --------------------------------
Name: J. C. Hansen                             Name:  Mark W. Ohlendorf
                                               Title: Vice President



WITNESS:                                    MEDITRUST OF KANSAS, INC., a
                                            Delaware corporation


  /s/AnnMarie Wasniewski                    By: /s/ Michael S. Benjamin
--------------------------                     --------------------------------
Name: AnnMarie Wasniewski                      Name: Michael S. Benjamin
                                               Title: Senior Vice President


WITNESS:                                    NEW MEDITRUST COMPANY LLC, a
                                            Delaware limited liability company


  /s/AnnMarie Wasniewski                    By: /s/ Michael S. Benjamin
--------------------------                     --------------------------------
Name: AnnMarie Wasniewski                      Name: Michael S. Benjamin
                                               Title: Senior Vice President



WITNESS:                                    MEDITRUST ACQUISITION COMPANY LLC,
                                            a Delaware limited liability company


  /s/AnnMarie Wasniewski                    By: /s/ Michael S. Benjamin
--------------------------                     --------------------------------v
Name: AnnMarie Wasniewski                      Name: Michael S. Benjamin
                                               Title: Senior Vice President



WITNESS:                                    T AND F PROPERTIES, LP, a Delaware
                                            limited partnership

                                            By:  MT GENERAL LLC, sole general
                                                 partner

   /s/AnnMarie Wasniewski                   By: /s/ Michael S. Benjamin
--------------------------                     --------------------------------
Name:  AnnMarie Wasniewski                     Name: Michael S. Benjamin
                                               Title: Senior Vice President


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