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                                                                   EXHIBIT 10.18


                         MASTER AMENDMENT, CONFIRMATION
                          AND ACKNOWLEDGMENT AGREEMENT

     MASTER AMENDMENT, CONFIRMATION AND ACKNOWLEDGMENT AGREEMENT (this "MASTER
AMENDMENT") dated as of September 28, 1999, by PITA GENERAL CORPORATION, an
Illinois corporation ("BORROWER"), ZC SPECIALTY INSURANCE COMPANY, a Texas
corporation ("SURETY"), GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware
corporation ("LENDER"), ALTERRA HEALTHCARE CORPORATION, a Delaware corporation
("GUARANTOR"), AHC TENANT, INC., a Delaware corporation ("LESSEE"), ALS-CLARE
BRIDGE, INC., a Delaware corporation ("ALS-CLARE BRIDGE"), ALI PALMER RANCH
EAST, INC., a Delaware corporation ("ALI PALMER RANCH"), SELCO SERVICE
CORPORATION, an Ohio corporation ("SELCO"), BANK ONE, NATIONAL ASSOCIATION, a
national banking association duly established with its principal corporate trust
office located in Chicago, Illinois (formerly known as THE FIRST NATIONAL BANK
OF CHICAGO) ("TRUSTEE"), CLARE BRIDGE OF CITRUS HEIGHTS L.P., CLARE BRIDGE OF
COBB COUNTY L.P., CLARE BRIDGE OF COLORADO SPRINGS L.P., CLARE BRIDGE OF DECATUR
L.P., CLARE BRIDGE OF EAST MESA L.P., CLARE BRIDGE OF OVERLAND PARK L.P., CLARE
BRIDGE OF PEORIA L.P., CLARE BRIDGE OF RENO L.P., CLARE BRIDGE OF ROANOKE L.P.,
CLARE BRIDGE OF SOUTH PARK L.P., CLARE BRIDGE OF SUN CITY WEST DEER VALLEY L.P.,
WYNWOOD OF BOYNTON BEACH WEST L.P., WYNWOOD OF BREA L.P., WYNWOOD OF DUNEDIN
L.P., WYNWOOD OF EMERSON L.P., WYNWOOD OF TUCSON L.P., WYNWOOD OF WAYNE L.P.,
WYNWOOD OF WESTLAKE L.P., WYNWOOD OF WEST ORANGE, L.P. AND WYNWOOD OF WHITTIER
L.P. (collectively, the "INITIAL JOINT VENTURES") and CLARE BRIDGE OF DENVER
L.P., WYNWOOD OF BOYNTON BEACH CONGRESS L.P., WYNWOOD OF PALMER RANCH EAST L.P.,
WYNWOOD OF SARASOTA L.P., CLARE BRIDGE OF FULTON COUNTY L.P. AND WYNWOOD OF
FULTON COUNTY L.P. (the "ADDITIONAL JOINT VENTURES", and together with the
Initial Joint Ventures, the "JOINT VENTURES").

                                 R E C I T A L S

     WHEREAS, Borrower, Surety, Lender, Guarantor, Lessee, SELCO and Trustee are
party to that certain Trust Agreement dated as of July 16, 1999 (the "TRUST
AGREEMENT") pursuant to which the parties thereto have, among other things,
appointed Trustee to act as trustee.

     WHEREAS, Borrower, Lessee and Lender are party to that certain Loan
Agreement dated as of July 16, 1999 (THE "LOAN AGREEMENT") pursuant to which the
Lender made the Initial Advance (as defined in the Loan Agreement) on or about
July 20, 1999, and agreed, subject to the satisfaction of certain conditions, to
make the Additional Advance (as



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defined in the Loan Agreement).

     WHEREAS, Borrower (as Lessor) and Lessee are party to that certain Master
Lease Agreement dated as of July 16, 1999 (together with all Lease Supplements
thereto, the "MASTER LEASE") pursuant to which Borrower has leased to the
Lessee, certain Leased Properties on the initial Property Closing Date, and has
agreed to lease to the Lessee the Additional Properties on the Additional
Properties Closing Date, subject to the terms and provisions of the Master
Lease.

     WHEREAS, in connection with the making of the Additional Advance and the
leasing of Additional Properties on the Additional Properties Closing Date, the
parties hereto desire to amend certain of the Transaction Documents to
effectuate the foregoing.

     NOW, THEREFORE, in consideration of the foregoing and the agreements
contained herein, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     Section 1.1 DEFINITIONS. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed thereto in the Master
Glossary of Definitions referred to in the Trust Agreement, including any
amendments to such definitions contemplated hereby.

                                   ARTICLE II
                  AMENDMENTS, CONFIRMATIONS AND ACKNOWLEDGMENTS

     Section 2.1 AMENDMENTS AND CONFIRMATIONS TO TRUST AGREEMENT.

          (a) Amendment of Grant of Trust Estate. The last sentence of the first
     paragraph of the "Grant of Trust Estate" provision set forth at page 2 of
     the Trust Agreement is hereby amended by deleting the words "clause (iii)"
     in such sentence and replacing such words with the words "clause (ii)".

          (b) Confirmation of Grant of Trust Estate. In accordance with the
     first paragraph of the "Grant of Trust Estate" provision set forth at page
     2 of the Trust Agreement, (i) as of the Additional Properties Closing Date,
     each of the Settlors hereby confirms the grant of a security interest in
     all Collateral set forth in such Grant of Trust Estate section of the Trust
     Agreement, including, without limitation any new Collateral arising in
     connection with the Additional Properties Closing Date or arising on or
     after the Additional Properties Closing Date, and (ii) pursuant to this
     Master Amendment, the Trustee is hereby informed of the existence of, and
     the security interest in, the new Collateral acquired on or after the
     Additional Properties Closing Date, which new

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     Collateral is hereby subject to a security interest in favor of the
     Trustee.

          (c) Amendments to Section 3.2 of Trust Agreement. Section 3.2(a) of
     the Trust Agreement is hereby amended by deleting the last sentence of
     Section 3.2(a) and replacing such sentence with the following sentences:

          "On the Additional Properties Closing Date, Lessee shall deposit into
          the Capital Improvements Account an amount equal to $152,843.75 (the
          "ADDITIONAL PROPERTIES CAPITAL IMPROVEMENTS AMOUNT"). The Additional
          Properties Capital Improvement Amount shall be used to satisfy, within
          180 days of Additional Properties Closing Date, those capital
          improvements set forth in the Property Condition Reports prepared by
          Environmental Management Group, Inc. with respect to the Additional
          Properties, which capital improvements Lessee hereby agrees to
          complete, in a good and workmanlike manner free of any liens or
          claims. In addition to the Initial Capital Improvements Amount and
          Additional Properties Capital Improvements Amount, from time to time
          as required by the Flow of Funds Agreement, the Lessee shall deliver
          additional monies to Trustee, which additional amounts Trustee shall
          deposit in the Capital Improvements Account, and which sums, together
          with the Initial Capital Improvements Amount and the Additional
          Properties Capital Improvements Amount shall be designated as "CAPITAL
          IMPROVEMENTS FUNDS.""


          (d) Amendment to Section 3.15(a) of the Trust Agreement. Section
     3.15(a) of the Trust Agreement is hereby amended by deleting the third
     (3rd) sentence thereof in its entirety and replacing same with the
     following:

     "On the Additional Properties Closing Date, Guarantor shall deposit an
     additional amount of not less than $2,500,000 (the "JV ADDITIONAL
     PROPERTIES DEPOSIT") from the proceeds received from the Joint Ventures or
     funded by Guarantor on the Additional Properties Closing Date into the
     Operating Reserve Account, and on or before October 31, 1999 Guarantor or
     Joint Ventures shall deposit into the Operating Reserve Account an amount
     which, when aggregated with the JV Additional Properties Deposit, shall
     equal $7,000,000 ."

          (e) Amendment to Section 3.15(b) of the Trust Agreement. Section
     3.15(b) of the Trust Agreement is hereby amended (A) by inserting a "(i)"
     at the beginning of such Section 3.15(b) immediately prior to the words "On
     November 15, 1999, Lessee shall . . .", and (B) by deleting the reference
     to "$17,000,000" in the proviso to the last sentence of such Section
     3.15(b)(i) and inserting in its stead the amount of "$19,000,000".

          (f) Further Amendment to Section 3.15(b)(i) of the Trust Agreement.
     Section 3.15(b)(i) is hereby amended to add the following sentence at the
     end of the first

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     paragraph of such subsection:

          "The parties hereto hereby agree that Lessee shall not receive credit
          for amounts deposited into the Operating Reserve Account pursuant to
          subsection 3.15(b)(ii) below in determining whether or not $19,000,000
          has been deposited into the Operating Reserve Account in satisfaction
          of the requirements of this first paragraph of this subsection
          3.15(b)(i)."

          (g) New Section 3.15(b)(ii). Section 3.15(b) is hereby further amended
     to create a new subsection (ii) which shall be inserted into Section
     3.15(b) at the end of such subsection, immediately above subsection
     3.15(c). New subsection 3.15(b)(ii) shall read as follows:

          "(ii) Commencing with January 1, 2000, and on the 5th day of each
          month thereafter to and including June 1, 2001, Chicago Title
          Insurance Company ("Escrow Agent") shall withdraw from the escrow fund
          (the "Palmer Ranch Escrow") established under the Palmer Ranch Escrow
          Agreement (hereinafter defined), and deposit $388,888 into the
          Operating Reserve Account to the extent the Escrow Agent is authorized
          to make a withdrawal and corresponding deposit pursuant to the terms
          of that certain Escrow Agreement (Palmer Ranch) dated as of September
          30, 1999 (as the same may be amended, restated, supplemented or
          otherwise modified from time to time in accordance with the terms
          thereof and the Trust Agreement, the "PALMER RANCH ESCROW AGREEMENT")
          among Surety, Lender, Guarantor, Manor Care, Inc. and the Escrow
          Agent. In addition, on June 1, 2001, the Escrow Agent shall, to the
          extent required by the Palmer Ranch Escrow Agreement, deposit the
          remaining portion of the Palmer Ranch Escrow, if any, into the
          Operating Reserve Account. The parties hereto hereby acknowledge that
          the right to receive any amounts from the Escrow Agent shall be
          subject to provisions and limitation set forth in the Palmer Ranch
          Escrow Agreement, and to the extent that Manor Care, Inc., Guarantor
          or any of their respective affiliates satisfies the conditions to
          release of the Palmer Ranch Escrow, no further funds will be deposited
          into the Operating Reserve Account pursuant to the Palmer Ranch Escrow
          Agreement. Amounts deposited in the Operating Reserve Account pursuant
          to the provisions of this subsection 3.15(b)(ii) shall not be included
          in the calculation of whether or not the $19,000,000 threshold has
          been achieved in the first paragraph of subsection 3.15(b)(i) above."

          (h) Amendment to Section 7.2 of the Trust Agreement. The references to
     "The First National Bank of Chicago" and "One First National Plaza" in
     Section 7.2 of the Trust Agreement are each hereby deleted and replaced
     with "Bank One, National Association" and "1 Bank One Plaza", respectively.

     Section 2.2 AMENDMENTS TO PARTICIPATION AGREEMENT.

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          (a) Waiver and Amendment of Section 3.2(g) - $5,000,000 Joint Venture
     Partners' Contributions. The requirement in Section 3.2(g) of the
     Participation Agreement requiring that the Joint Venture partners
     contribute at least $5,000,000 on the Additional Properties Closing Date is
     amended by reducing the amount of such contribution to be $3,750,000 on the
     Additional Properties Closing Date, so long as at least $2,500,000 of such
     contribution by the Joint Ventures is deposited into the Operating Reserve
     Account on the Additional Properties Closing Date in accordance with
     Article III of the Trust Agreement.

          (b) Amendment to Article IV of the Participation Agreement. Article IV
     to the Participation Agreement is hereby amended by adding the words "and
     the Additional Properties Closing Date" immediately after the words "as of
     the Closing Date" and before the period in the lead in language to such
     Article IV (before the beginning of Section 4.1 of such Article IV).

          (c) Amendment to Section 9.5 of the Participation Agreement. Section
     9.5 of the Participation Agreement is hereby amended to add the following
     new subsection (d) thereto:

     "(d) As soon as available, but in no event more than forty-five (45) days
     after the end of each of the Guarantor's first three fiscal quarters and
     within ninety (90) days after Guarantor's fourth fiscal quarter, Guarantor
     shall deliver to each of Noteholder, Surety and Borrower a certificate of
     compliance in the form of Exhibit A hereto (the "COMPLIANCE CERTIFICATE")
     which shall set forth calculation necessary to show compliance with the
     financial covenants set forth in this Section 9.5."

          (d) New Section 9.11 - Joint Venture Contribution Regarding Additional
     Properties. The Participation Agreement is hereby amended to insert a new
     section 9.11 thereto which shall read as follows:

     "Section 9.11. Additional Joint Venture Contribution. The Guarantor hereby
     covenants and agrees that on or prior to October 31, 1999, either the
     Guarantor or new or existing joint venture partners shall deposit into the
     Operating Reserve Account in accordance with Article III of the Trust
     Agreement, an amount, which when aggregated with the amount contributed by
     the Joint Ventures on the Additional Closing Date shall aggregate at least
     $7,000,000 in connection with the acquisition of the Additional
     Properties."

          (e) Amendment to Add Exhibit A to the Participation Agreement. The
     Participation Agreement is hereby amended to add "Exhibit A - Compliance
     Certificate" to such Agreement, a form of which is attached to this Master
     Amendment.

          (f) Amendment to Schedule 4.2(c)(ii) to the Participation Agreement.

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     Schedule 4.2(c)(ii) to the Participation Agreement - Owner Licenses and
     Permits is hereby deleted in its entirety and replaced with a new Schedule
     4.2(c)(ii) to the Participation Agreement Owner Licenses and Permits
     attached to this Master Amendment.

     Section 2.3 AMENDMENTS TO LOAN AGREEMENT.

          (a) Amendment to Definition of "Additional Properties Outside Date."
     The definition of "Additional Properties Outside Date" set forth in Section
     1.1 of the Loan Agreement is hereby amended to add the following words at
     the end of such definition, immediately prior to the period at the end of
     such definition:

          "or such other date as the Lender and Borrower shall agree"

          (b) Amendment to Definition of "Assignments of Memoranda of Lease."
     The definition of "Assignments of Memoranda of Lease" set forth in Section
     1.1 of the Loan Agreement is hereby amended to add the following words at
     the end of such definition, immediately prior to the period at the end of
     such definition:

          "including, without limitation, any Collateral Assignments of
          Memoranda of Lease executed on the Initial Closing Date and on the
          Additional Properties Closing Date"

          (c) Amendment to Definition of "CERCLIS". The definition of "CERCLIS"
     set forth in Section 1.1 of the Loan Agreement is hereby amended by
     deleting "CERCIS" and replacing same with "CERCLIS".

          (d) Amendment to Definition of "Excluded Collateral". The definition
     of "Excluded Collateral" set forth in Section 1.1 of the Loan Agreement is
     hereby amended by adding the words "(together with any additional letter of
     credit delivered in connection with the Equity Advances made on the
     Additional Properties Closing Date in an amount of not more than
     $5,775,000)" immediately after the words "$9,975,000 letter of credit" and
     before the words "issued by Firstar Bank, Milwaukee, N.A."

          (e) Amendment to Definition of "Note". The definition of "Note" set
     forth in Section 1.1 of the Loan Agreement is hereby amended to add the
     following words at the end of such definition, immediately prior to the
     period at the end of such definition:

          ", as the same may be amended, modified, supplemented, renewed,
          restated or replaced in accordance with the terms thereof and the
          Trust Agreement, as applicable."

          (f) Amendment to Definition of "Pledge Agreements". The definition of


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     "Pledge Agreements" set forth in Section 1.1 of the Loan Agreement is
     hereby amended to add the following words at the end of each roman numeral
     subset:

          ", as the same may be amended, restated, supplemented or otherwise
          modified from time to time, in accordance with the terms thereof and
          the Trust Agreement, as applicable."


          (g) Definition of "Transaction Documents". The definition of
     "Transaction Documents" in Section 1.1 of the Loan Agreement is hereby
     amended to insert the words ",that certain Post Closing Agreement dated as
     of September 28, 1999 among the parties to the Trust Agreement" immediately
     after the words "the Lease Documents" and immediately before the words "and
     the Insurance Documents".

          (h) Amendment to Definition of "Trustee". The definition of "Trustee"
     set forth in Section 1.1 of the Loan Agreement is hereby deleted in its
     entirety and replaced with the following:

          "means Bank One, National Association, a national banking association
          duly established with its principal corporate trust office located in
          Chicago, Illinois (formerly known as The First National Bank of
          Chicago), acting in its capacity as trustee under the Trust
          Agreement."

          (i) Amendment to Definition of Other Terms. The definitions of
     "Participation Agreement', "Security Agreement", "Subordination of
     Management Agreements", "Subleases" and "Trust Agreement" set forth in
     Section 1.1 of the Loan Agreement are each hereby amended to add the
     following words at the end of each of such definitions, immediately prior
     to the period at the end of such definitions:

          ", as same may be amended, restated, supplemented or otherwise
          modified from time to time in accordance with the terms thereof and
          the Trust Agreement, as applicable."

          (j) Amendment to Section 4.4 (a)(v) of the Loan Agreement. Section 4.4
     (a)(v) of the Loan Agreement is hereby amended by adding the following
     language at the end of such provision:

          "; provided, however, that for purposes of this Section 4.4 (a)(v)
          only, "Operating Expenses" shall include all Surety Premiums and
          interest expenses"

          (k) Amendment to Exhibit B-2 to Loan Agreement. Exhibit B-2 to Loan
     Agreement - Additional Properties is hereby deleted in it entirety and
     replaced with a new Exhibit B-2 to Loan Agreement - Additional Properties
     attached to this Master

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     Amendment.

          (l) Supplement to Exhibit C to Loan Agreement. Exhibit C to Loan
     Agreement - Disbursement Schedule is hereby supplemented by adding thereto
     a Disbursement Schedule relating to the funding to occur on the Additional
     Properties Closing Date, which supplement to Exhibit C is attached to this
     Master Amendment.

          (m) Amendment to Exhibit D to Loan Agreement. Exhibit D to Loan
     Agreement - Ground Leases is hereby deleted in it entirety and replaced
     with a new Exhibit D to Loan Agreement - Ground Leases attached to this
     Master Amendment.

          (n) Amendment to Exhibit E to Loan Agreement. Exhibit E to Loan
     Agreement - Subleases; Sublessees is hereby deleted in it entirety and
     replaced with a new Exhibit E - Subleases; Sublessees to Loan Agreement
     attached to this Master Amendment.

          (o) Amendment to certain Schedules to Loan Agreement. The following
     Schedules to the Loan Agreement are hereby deleted in their entirety and
     replaced with the following new Schedules, each of which is attached to
     this Master Amendment:

     Schedule 2.9(p) - Appraised Value of Individual Properties

     Schedule 3.1(e) - Addresses of Lessee; Offices; Places of Business,
     Location of Properties

     Schedule 3.9 - Pending Matters Against Lessee of the Properties

     Schedule 3.11-1 - Available Beds/Licensed Beds

     Schedule 3.11-2 - List of Regulatory Permits

     Schedule 3.19 - Legal Names

     Schedule 3.20(a) - Schedule of Plans

     Schedule 6.5 - Environmental Reports

          (p) Supplement to Schedules to Loan Agreement. Schedule 3.31(d) - Rent
     Rolls and Schedule 4.10 - Financial Projections are hereby supplemented by
     adding thereto additional information as to rent rolls and financial
     projections, respectively, relating to the funding to occur on the
     Additional Properties Closing Date, which

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     supplement to such Schedules 3.31 and Schedule 4.10 respectively, are
     attached to this Master Agreement.

     Section 2.4 AMENDMENT TO MASTER LEASE.

          (a)    Amendment to Exhibit B to Master Lease. Exhibit B to Master
     Lease - Assigned Values is hereby deleted in its entirety and replaced with
     a new Exhibit B to Master Lease - Assigned Values attached to this Master
     Amendment.

          (b)    Amendment to Exhibit C to Master Lease. Exhibit C to Master
     Lease - Ground Lease Properties is hereby amended by deleting the reference
     to the Lynwood, Washington Lease Property.

          (c)    Amendment to Exhibit E to Master Lease. Exhibit E to Master
     Lease - Percentage for Determining Maximum Lessee Risk Amount is hereby
     deleted in its entirety and replaced with a new Exhibit E to Master Lease -
     Percentage for Determining Maximum Lessee Risk Amount attached to this
     Master Amendment.

     Section 2.5 AMENDMENT TO SUBLEASE.

          (a)    Amendment to Exhibit B to each of Subleases. Exhibit B to
     Sublease - Allocated Values is hereby deleted in its entirety and replaced,
     in the case of each Sublease, with a new Exhibit B to Sublease - Allocated
     Values attached to this Master Amendment.

     Section 2.6 AMENDMENT TO REIMBURSEMENT AGREEMENT.

          (a)    Amendment to Exhibit A to Reimbursement Agreement. Exhibit A to
     Reimbursement Agreement - Insurance Surety Bond is hereby supplemented to
     attach thereto the First Amendment to Insurance Surety Bond, which First
     Amendment is attached to this Master Amendment.

          (b)    Amendment to Article VI to Reimbursement Agreement. Article VI
     of the Reimbursement Agreement is hereby amended to add the following
     language as a lead in to such Article, immediately prior to Section 6.01:

     "Each Borrower Party, as to itself, agrees with and covenants unto the
     Surety that, so long as the Bond remains in effect or any Reimbursement
     Obligations remains unpaid, such Borrower Party shall perform and comply,
     or cause the performance and compliance, with all covenants in set forth in
     this Article VI."

          (c)    Amendment to Article VII to Reimbursement Agreement. Article
     VII. B to Reimbursement Agreement (Covenants of the Lessee) is hereby
     amended by inserting


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     the words "so long as the Bond remains in effect or any Reimbursement
     Obligations remains unpaid," in the first line of the lead in to such
     Article VII. B, immediately after the words "covenants unto the Surety" and
     immediately prior to the words "that the Lessee shall perform".

          (d)    Amendment to certain Schedules to Reimbursement Agreement. The
     following Schedules to the Reimbursement Agreement are hereby deleted in
     their entirety and replaced with the following new Schedules, each of which
     is attached to this Master Amendment:

     Schedule 5.1(e) - Addresses of Lessee; Offices; Places of Business,
     Location of Properties

     Schedule 5.9 - Pending Matters Against Lessee of the Properties

     Schedule 5.11-1 - Available Beds/Licensed Beds

     Schedule 5.11-2 - List of Regulatory Permits

     Schedule 5.19 - Legal Names

     Schedule 5.20(a) - Schedule of Plans

     Schedule 8.5 - Environmental Reports

          (e)    Supplement to Schedules to Reimbursement Agreement. Schedule
     5.31(d) - Rent Rolls (Amended and Restated) and Schedule 7.10 - Financial
     Projections to the Reimbursement Agreement are hereby supplemented by
     adding thereto additional information as to rent rolls and financial
     projections, respectively relating to the funding to occur on the
     Additional Properties Closing Date, which supplement Schedules 5.31 and
     Schedule 7.10 respectively, are attached to this Master Agreement.

     Section 2.7 AMENDMENT TO SUBORDINATION OF MANAGEMENT AGREEMENTS.

          (a)    Amendment to Recitals of Subordination of Management
     Agreements.

                 (1) The second recital to the Subordination of Management
          Agreements is hereby amended by deleting the word "Pita" in the first
          (1st) line thereof and replacing same with "AHC".

                 (2) The second, fourth and fifth recitals to the Subordination
          of Management Agreements are each hereby amended by adding the words
          "(or dated as of the Additional Properties Closing Date)" immediately
          after the words


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          "of even date herewith" in the (i) first (1st) line of such second
          recital, (ii) second (2nd) line of such fourth recital and (iii)
          second (2nd) line of such fifth recital.

              (3) The fourth and fifth recitals to the Subordination of
          Management Agreements are each hereby further amended by adding the
          words "as amended or modified," (i) immediately after the word "each,"
          in the definition of "JV Management Agreement" in such fourth recital
          and (ii) immediately prior to the word "the" in the definition of "AHC
          Management Agreement" in such fifth recital.

          (b) Addition of New Section 22. The Subordination of Management
     Agreements is hereby amended to add a new Section 22 thereto as follows:

     "22. Each of the parties hereto acknowledge and agree that on or prior to
     the Additional Properties Closing Date, new Joint Ventures will be formed
     which will have an interest in the Properties financed on such Additional
     Properties Closing Date, and as a condition to such funding, such new Joint
     Ventures will be, and will be required to become a party to this
     Subordination of Management Agreements by execution of a Joinder Agreement
     in the form of Exhibit D hereto (the "JOINDER AGREEMENT") Each such party
     consents to such new Joint Ventures becoming a party to this Collateral
     Assignment of Management Agreements (Joint Ventures) in accordance with the
     provision of this Section 22."

          (c) Exhibit A to the Subordination of Management Agreements. Exhibit A
     to the Subordination of Management Agreements is hereby deleted in its
     entirety and replaced with a new Exhibit A to Subordination of Management
     Agreements attached to this Master Amendment.

          (d) Addition of Joinder Agreement. The Subordination of Management
     Agreements is hereby amended to add new Exhibit D -Joinder Agreement
     (Subordination of Management Agreements) thereto, a form of which is
     attached to this Master Amendment.

     Section 2.8 AMENDMENT TO PLEDGE AGREEMENT (JV PARTNERSHIP INTERESTS).

          (a) Amendment to Recital D. The first sentence of Recital D to Pledge
     Agreement (JV Partnership Interest) dated as of July 16, 1999 by Guarantor
     and ALS-CLARE BRIDGE, INC., a Delaware corporation, in favor of Trustee
     (the "JV PLEDGE") is hereby deleted in its entirety and replaced with the
     following:

               "D. The Loan is and shall be secured by, among other things, the
          Mortgages (i) from Borrower and Lessee to Trustee on the date hereof
          encumbering the Initial Properties and (ii) to be granted by Borrower
          and Lessee

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          in favor of Trustee on the Additional Properties Closing Date and
          encumbering the Additional Properties (each of the foregoing
          capitalized terms, as defined in the Loan Agreement). The Initial
          Properties and Additional Properties shall hereinafter be referred to
          collectively as the 'PROPERTIES'."

          (b)    Further Amendment to Recital D The second sentence of Recital D
     to the JV Pledge is hereby amended by: (i) inserting the words "(or, as of
     the Additional Properties Closing Date, shall be)" immediately after the
     words "The Properties are..." on the third (3rd) line of said paragraph and
     immediately after the words "Property is" on the fifth (5th) line of said
     paragraph, and (ii) inserting the words "(or entered into as of the
     Additional Properties Closing Date)" immediately after the word "herewith"
     on the last line of said paragraph.

          (c)    Confirmation of Grant. Pursuant to Section 2 of the JV Pledge,
     and in addition to the security interests in the other Collateral granted
     thereunder, Guarantor hereby confirms that it has pledged, assigned and
     granted to Trustee a continuing security interest in all of its right,
     title and interest in and to the Partnership Interests in the Joint
     Ventures (the "ADDITIONAL JOINT VENTURES") which are the sublessees of the
     Additional Properties acquired by Borrower (and leased by Borrower to
     Lessee) on the Additional Properties Closing Date and all of the other
     Pledged Collateral relating to such Joint Ventures, all in accordance with
     the terms and subject to the conditions of the JV Pledge.

          (d)    Acknowledgment by JVs. By execution of this Master Amendment,
     each of the Additional Joint Ventures acknowledges the pledge of and
     security interest in the Pledged Collateral pursuant to the JV Pledge (as
     amended hereby), agrees that any inconsistency between the JV Pledge and
     any Joint Venture Documents shall be construed in favor of the JV Pledge
     and further acknowledges and agrees with all of the terms and conditions of
     the "Acknowledgment of Joint Ventures - Part II" attached to this Master
     Amendment.

          (e)    Acknowledgment of Joint Ventures - Part II. The JV Pledge is
     hereby amended to add a new "Acknowledgment of Joint Ventures - Part II"
     thereto, a form of which is attached to this Master Amendment.

          (f)    Exhibit A to Pledge Agreement (JV Partnership Interest).
     Exhibit A to Pledge Agreement (JV Partnership Interest) is hereby deleted
     in its entirety and replaced with new Exhibit A Pledge Agreement (JV
     Partnership Interest).

     Section 2.9 AMENDMENT TO SECURITY AGREEMENT MADE BY BORROWER.

          (a)    That certain Security Agreement dated as of July 16, 1999 by
     Borrower in favor of Trustee is hereby amended by deleting the words
     "pursuant to subleases of even date herewith" in the second to last line of
     Recital C thereto and replacing such




                                       12
<PAGE>   13

     words with the words "pursuant to subleases dated as of July 16, 1999 and
     September 28, 1999".

          (b)     Confirmation of Grant. Pursuant to Section 1 of the Security
     Agreement referenced in clause (a) above, and in addition to the security
     interests in the other Collateral granted thereunder, Borrower hereby
     confirms that it has pledged, assigned and granted to Trustee a continuing
     security interest in all of its right, title and interest in and to the
     Collateral (as defined in such Security Agreement) relating to the
     Additional Properties, all in accordance with the terms and subject to the
     conditions of such Security Agreement.

     Section 2.10 AMENDMENT TO SECURITY AGREEMENT MADE BY LESSEE.

          (a)     That certain Security Agreement dated as of July 16, 1999 by
     Lessee in favor of Trustee is hereby amended by deleting the words
     "pursuant to subleases of even date herewith" in the second to last line of
     Recital D thereto and replacing such words with the words "pursuant to
     subleases dated as of July 16, 1999 and September 28, 1999".

          (b)     Confirmation of Grant. Pursuant to Section 1 of the Security
     Agreement referenced in clause (a) above, and in addition to the security
     interests in the other Collateral granted thereunder, Borrower hereby
     confirms that it has pledged, assigned and granted to Trustee a continuing
     security interest in all of its right, title and interest in and to the
     Collateral (as defined in such Security Agreement) relating to the
     Additional Properties, all in accordance with the terms and subject to the
     conditions of such Security Agreement.

     Section 2.11 AMENDMENT TO COLLATERAL ASSIGNMENT OF MANAGEMENT AGREEMENT
(AHC TENANT).

          (a)     Collateral Assignment of Management Agreement (AHC Tenant).
     The third recital of that certain Collateral Assignment of Management
     Agreement (AHC Tenant) dated as of July 16, 1999 by the Lessee in favor of
     the Trustee is hereby amended by adding the words "as amended, restated,
     supplemented or modified in accordance with the terms thereof and the Trust
     Agreement, as applicable" in the definition of "Management Agreement" on
     the third line thereof immediately before the word "the" .

          (b)     Exhibit A to Collateral Assignment of Management Agreement
     (AHC Tenant). Exhibit A to such Collateral Assignment of Management
     Agreement (AHC Tenant) by the Lessee in favor of the Trustee is hereby
     amended to attach thereto the amended Assisted Living Consultant and
     Management Services Agreement (Post


                                       13


<PAGE>   14


     Sublease) between the Lessee and Alterra, which Assisted Living Consultant
     Agreement shall give effect to the amendments contemplated hereby.

          (c)    Acknowledgment and Consent By Manager - Part II. The CollateraL
     Assignment of Management Agreement (AHC Tenant) is hereby amended to add a
     new "Acknowledgment and Consent By Manager - Part II" thereto, a form of
     which is attached to this Master Amendment.

     Section 2.12 AMENDMENT TO COLLATERAL ASSIGNMENT OF MANAGEMENT AGREEMENT
(JOINT VENTURES).

          (a)    The third Whereas Clause contained in that certain Collateral
     Assignment of Management Agreements (Joint Ventures) dated as of July 16,
     1999 by each of the limited partnerships set forth on Exhibit B thereto in
     favor of the Trustee is hereby amended to delete the following language at
     the end thereof:

          "and a true and correct copy of each Management is attached hereto as
          "Exhibit A-1" through "Exhibit A-20" and incorporated herein" and to
          replace such language with the following: "which Management Agreements
          are described on Exhibit A."

          (b)    The third Whereas Clause of such Collateral Assignment of
     Management Agreements (Joint Ventures) is hereby further amended by
     inserting the words ", as amended or modified," immediately prior to the
     word "individually" on the fifth (5th) line thereof.

          (c)    New Exhibit A. The Collateral Assignment of Management
     Agreements (Joint Ventures) is hereby amended to delete Exhibits A-1
     through Exhibit A-20 and to replace same with a new Exhibit A - List of
     Management Agreements thereto, which Exhibit A is attached to this Master
     Amendment.

          (d)    Joinder Agreement. The Collateral Assignment of Management
     Agreements (Joint Ventures) is hereby amended to add a new Section 18
     thereto as follows:

     "18. Each of the parties hereto acknowledge and agree that on or prior to
     the Additional Properties Closing Date, new Joint Ventures will be formed
     which will have an interest in the Properties financed on such Additional
     Properties Closing Date, and as a condition to such funding, such new Joint
     Ventures will be, and will be required to become a party to this Collateral
     Assignment of Management Agreements (Joint Ventures) by execution of a
     Joinder Agreement in the form of Exhibit C hereto (the "JOINDER AGREEMENT")
     Each such party consents to such new Joint Ventures becoming a


                                       14


<PAGE>   15

     party to this Collateral Assignment of Management Agreements (Joint
     Ventures) in accordance with the provision of this Section 18."

          (e)     Exhibit B to Collateral Assignment of Management Agreements
     (Joint Ventures). Exhibit B attached to such Collateral Assignment of
     Management Agreements (Joint Ventures) is hereby deleted in its entirety
     and replaced with new Exhibit B to Collateral Assignment of Management
     Agreements (Joint Ventures) attached to this Master Amendment.

          (f)     Exhibit C - Joinder Agreement. The Collateral Assignment of
     Management Agreements (Joint Ventures) is hereby amended to add new Exhibit
     C - Joinder Agreement Collateral Assignment of Management Agreements (Joint
     Ventures) thereto, a form of which is attached to this Master Amendment.

          (g)     Acknowledgment and Consent By Manager - Part II. The
     Collateral Assignment of Management Agreement (Joint Ventures) is hereby
     amended to add a new "Acknowledgment and Consent By Manager (Joint
     Ventures) - Part II" thereto, a form of which is attached to this Master
     Amendment.

     Section 2.13 AMENDMENT TO ASSISTED LIVING CONSULTANT AND MANAGEMENT
SERVICES AGREEMENT (POST SUBLEASE). Exhibit A to that certain Assisted Living
Consultant and Management Services Agreement (Post Sublease) dated as of July
16, 1999 between Guarantor and Lessee is hereby deleted in its entirety and
replaced with a new Exhibit A attached to this Master Amendment.

     Section 2.14 AMENDMENT TO MASTER GLOSSARY OF DEFINITIONS.

          (a)     Definition of "Equity Commitment". The definition of "Equity
     Commitment" is hereby deleted in its entirety and replaced with a new
     definition as follows:

                  "EQUITY COMMITMENT" shall mean an amount not to exceed
                  $12,500,000.

          (b)     Definition of "Excluded Collateral". The definition of
     "Excluded Collateral" is hereby amended by adding the words "(together with
     any additional letter of credit delivered in connection with the Equity
     Advances made on the Additional Properties Closing Date in an amount of not
     more than $5,775,000)" immediately after the words "$9,975,000 letter of
     credit" and before the words "issued by Firstar Bank, Milwaukee, N.A."

          (c)     Definition of Manager. The definition of "Manager" is hereby
     amended by inserting the words " ALI Palmer Ranch East, Inc, a Delaware

                                       15


<PAGE>   16


     corporation," immediately after the comma after the words "a Delaware
     corporation," in the first line thereof and immediately prior to the word
     and any successor Manager."

          (d)     Definition of "Guarantor Rental Obligations". The definition
     of "Guarantor Rental Obligations" is hereby amended by adding the following
     words at the end of such definition, immediately prior to the period at the
     end of such definition:

                  ", net of lease income".

     Section 2.15 AMENDMENT TO ALL NOTICE PROVISIONS FOR, AND ALL REFERENCES TO,
"THE FIRST NATIONAL BANK OF CHICAGO". All references (i) to "The First National
Bank of Chicago" in any of the Transaction Documents shall hereinafter be
references to "Bank One, National Association", and (ii) to The First National
Bank of Chicago's address for notice purposes in any of the Transaction
Documents are hereby deleted in their entirety and replaced with the following
name and address:

     "Bank One, National Association (formerly known as The First National Bank
     of Chicago), 1 Bank One Plaza, Suite 0126, Chicago, Illinois 60670, Attn:
     Global Corporate Trust"

     Section 2.16 WAIVER OF REIMBURSEMENT CONTRACT PROVISIONS FOR PALMER RANCH
IN LOAN AGREEMENT, REIMBURSEMENT AGREEMENT AND PARTICIPATION AGREEMENT.
Reference is made to Section 3.11 of the Loan Agreement, Section 5.1 of the
Reimbursement Agreement and Section 4.6 of the Participation Agreement
(collectively, the "LICENSING PROVISIONS"). The parties hereto hereby agree that
notwithstanding the language set forth in such Licensing Provisions, (i) each of
Borrower, Lessee, each Sublessee and/or Manager shall have until July 31, 2000
to be in compliance with all applicable Medicare Regulations and Medicaid
Regulations and receive all Reimbursement Contracts (as each such terms are
defined in the applicable Licensing Provision) with respect to Palmer Ranch and
(ii) each of Borrower, Lessee, each Sublessee and/or Manager shall have until
the expiration of the Escrow Agreement (as defined above) to comply with the
other Licensing Provisions with respect to Palmer Ranch.

     Section 2.17 CONSENT TO APPOINTMENT OF SUBMANAGER. The parties hereto
hereby approve ALI Palmer Ranch East, Inc., a Delaware corporation and
wholly-owned subsidiary of Guarantor ("ALI Palmer Ranch"), as the manager of
nursing home beds within the Property known as Wynwood of Palmer Ranch East,
Sarasota, Florida (the "Palmer Ranch SNF Beds") pursuant to that certain Nursing
Facility Consultant and Management Services Agreement dated as of September 28,
1999 between Wynwood of Palmer Ranch East L.P. and ALI Palmer Ranch (the "SNF
Management Agreement"). The parties hereto further agree, notwithstanding any
provision of the Transaction Documents to the contrary, ALI Palmer Ranch and any
successor manager of the Palmer Ranch SNF Beds approved pursuant

                                       16


<PAGE>   17
to the Transaction Documents shall be entitled to enter into that certain
Nursing Facility Consultant and Submanagement Services Agreement dated as of
September 28, 1999 between ALI Palmer Ranch and Manor Care of Boynton Beach,
Inc. (the "SNF Management Subcontract") without any further consent of the
parties to the Transaction Documents, provided that, (i) ALI Palmer Ranch
remains primarily obligated under the SNF Management Agreement to provide all
services which are subcontracted pursuant to the SNF Management Subcontract,
(ii) all fees payable to the submanager pursuant to the SNF Management
Subcontract are solely the responsibility of ALI Palmer Ranch and (iii) the SNF
Management Subcontract is immediately terminable by ALI Palmer Ranch upon
termination of the Management Agreement for the Palmer Ranch SNF Beds.

     Section 2.18. "PARTICIPATIONS" Notwithstanding anything to the contrary in
any of the Transaction Documents (including, without limitation, Sections 9.3 of
the Participation Agreement, Sections 5.2, 5.12 and 5.13 of the Loan Agreement)
each of Borrower and SELCO (for purposes of this Section 2.17, each referred to
individually as a "BORROWER PARTY") may, on or after December 31, 1999, sell,
transfer, grant or assign participations in all or any part of their respective
interests under the Transaction Documents without the consent of the parties
hereto to a Person or Persons (each such Person hereinafter referred to as a
"SUB-PARTICIPANT"); provided that (i) such selling Borrower Party shall remain
the "Borrower", "Lessor" or "Equity Investor", as the case may be, for all
purposes under the Transaction Documents (such selling Borrower Party's
obligations under the Transaction Documents remaining unchanged) and the
sub-participant shall not constitute a Borrower, Lessor or an Equity Investor,
as the case may be, for any purposes hereunder or under any of the other
Transaction Documents, (ii) no such sub-participant shall have, or be granted,
rights to approve any amendment or waiver relating to the Transaction Document,
(iii) each such sub-participant shall be an institutional or corporate investor
meeting the criteria set forth in Section 9.3(a) of the Participation Agreement,
and (iv) there shall not be more than an aggregate of 5 sub-participants at any
one time.

     In the case of any such participation, no sub-participant shall have
any rights under the Transaction Documents (each sub-participant's rights shall
be limited to rights against the Borrower Party in respect of such participation
as set forth in the participation agreement between such sub-participant and
such Borrower Party creating such sub-participation) and all amounts payable by
the Trustee under the Flow of Funds Agreement shall be determined as if such
Participant had not sold such participation; provided, however, that such
sub-participant shall be entitled to receive additional amounts under Sections
10.2 and 10.7 of the Participation Agreement on the same basis as if it were a
Borrower Party (but only to the extent that the Borrower Party would have been
entitled to receive such additional amounts with respect to the interest
participated had it not sold such participation).

     Section 2.19 CONSENT TO LICENSING SUBLEASES. The parties hereto consent
to the Licensing Subleases to be entered into on the Additional Properties
Closing Date, including without limitation the Sub-Sub-Sublease (SNF) dated as
of September 28,1999 between ALI Palmer Ranch East, Inc., and Manor Care of
Boynton Beach, Inc. with respect to the Palmer

                                       17
<PAGE>   18


Ranch SNF Beds.


                                   ARTICLE III
     RATIFICATIONS, CONFIRMATIONS AND ACKNOWLEDGMENTS; REPRESENTATION AND
WARRANTIES


     Section 3.1 RATIFICATIONS, CONFIRMATION AND ACKNOWLEDGMENTS. Each of the
parties hereto hereby acknowledges that (i) it is aware of, and has reviewed the
terms of, the funding to occur on the Additional Properties Closing Date, and
(ii) it has reviewed the terms of this Master Amendment and by its execution
hereof, consents to and acknowledges the terms hereof. In connection with the
amendments contemplated hereby, and in order to induce the Lender to make the
Additional Advance contemplated on the Additional Properties Closing Date, and
to induce the Surety to issue the Amended and Restated Insurance Surety Bond and
the Amended and Restated Back-Stop Surety Bond to cover the increased amount of
the Additional Advances to be made on the Additional Properties Closing Date and
to induce Borrower to make additional Equity Advances on the Additional
Properties Closing Date, each of the parties hereto hereby confirms all of the
representations and warranties made by it in the Transaction Documents to which
it is a party, and confirms the grant of any security interest made by it in any
Transaction Document to which it is a party, and to the extent not already
covered by any security document (as amended hereby), hereby grants a security
interest in its interest, if any, in the Additional Properties and all
collateral relating thereto and located thereon. Except as expressly amended
hereby, all of the provisions of the Transaction Documents (including, without
limitation, the Guarantee) shall remain unaltered and in full force and effect,
and, as amended hereby, such Transaction Documents are in all respects agreed
to, ratified and confirmed by the parties hereto.

     Section 3.2 REPRESENTATION AND WARRANTIES.

          (a) Each of the parties hereto hereby represents and warrants that is
     has full power and authority to execute and deliver this Master Amendment,
     and upon execution hereof, this Master Amendment will constitute the valid
     and binding obligation of such party, enforceable against such party in
     accordance with its terms subject to bankruptcy, insolvency, moratorium,
     reorganization and other similar laws affecting creditor's rights.

          (b) As of the date of this Master Amendment, each of the parties
     hereto hereby certifies that all of the representations and warranties made
     by each such party in the applicable Transaction Document to which it is a
     party are true and correct as of the date hereof.

                                   ARTICLE IV
                                  MISCELLANEOUS


                                       18
<PAGE>   19

     Section 4.1 REFERENCES. Upon the effectiveness of this Master Amendment,
all references in any of the Transaction Documents and in all other agreements,
documents, certificates, exhibits and instruments executed pursuant thereto,
including, without limitation, references to "this Agreement," "hereunder,"
"hereof," "herein" and words of like import contained in any such Transaction
Documents shall, except where the context otherwise requires, mean and be a
reference to the applicable Transaction Document as amended hereby.

     Section 4.2 COUNTERPARTS, SEVERABILITY AND EFFECTIVENESS. This Master
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and
the same agreement. Any provisions of this Master Amendment which are prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. This Master Amendment
shall become effective upon the execution of a copy hereof, whether by the same
or different copies, by the parties hereto.

     Section 4.3 TRUSTEE. The parties hereto acknowledge and agree that Trustee
is acting not in its individual capacity, but solely in its capacity as Trustee
under the Trust Agreement, and that where there is any reference herein to
Trustee (except for any duties of the Trustee under the Sublease, of which it is
not a party) performing any activity, making any decision or determination,
approving or consenting to any matter, exercising any rights, fulfilling any
obligation, exercising any discretion or otherwise acting in any capacity,
Trustee will not take such action unless it is specifically authorized and
directed to do so in each instance pursuant to the Trust Agreement.

     Section 4.4 GOVERNING LAW. THIS MASTER AMENDMENT SHALL BE GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.



                                       19
<PAGE>   20

     IN WITNESS WHEREOF, the parties hereto have caused this Master Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                   "BORROWER":

                                   PITA GENERAL CORPORATION,
                                   an Illinois corporation

                                   By: /s/ Mindy Berman
                                      -------------------------------------
                                       Mindy Berman
                                       Vice President

                                   "SURETY":

                                   ZC SPECIALTY INSURANCE COMPANY,
                                   a Texas corporation

                                   By: /s/ Lynn Finkel
                                      ------------------------------------
                                       Lynn Finkel
                                       Vice President


                                   "LENDER":

                                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
                                   a Delaware corporation

                                   By: /s/ Warren Ashenmil
                                      ------------------------------------
                                       Warren Ashenmil
                                       Senior Vice President



<PAGE>   21


                                  "GUARANTOR":

                                  ALTERRA HEALTHCARE CORPORATION,
                                  a Delaware corporation

                                  By: /s/ David M. Boitano
                                     --------------------------------
                                      David M. Boitano
                                      Senior Vice President

                                  "LESSEE":

                                  AHC TENANT, INC.,
                                  a Delaware corporation

                                  By: /s/ David M. Boitano
                                     --------------------------------
                                      David M. Boitano
                                      Vice President





                                  "SELCO":

                                  SELCO SERVICE CORPORATION, an Ohio corporation

                                  By: /s/ Donald C. Davis
                                     --------------------------------
                                      Donald C. Davis
                                      Vice President


                                  "TRUSTEE":

                                  BANK ONE, NATIONAL ASSOCIATION,
                                  with its principal office
                                  located in Chicago, Illinois
                                  (formerly known as THE FIRST
                                  NATIONAL BANK OF CHICAGO), as
                                  Trustee

                                  By: /s/ Jeffrey L. Kinney
                                     --------------------------------
                                     Jeffrey L. Kinney
                                     Vice President

<PAGE>   22
                                  "ALS-CLARE BRIDGE"

                                  ALS-CLARE BRIDGE INC., a Delaware corporation

                                  By: /s/ David M. Boitano
                                     --------------------------------
                                      David M. Boitano


                                  "ALS PALMER RANCH"

                                  ALS PALMER RANCH EAST, INC.,
                                  a Delaware corporation

                                  By: /s/ David M. Boitano
                                     --------------------------------
                                      David M. Boitano


<PAGE>   23

                        SCHEDULE 3.1(E) TO LOAN AGREEMENT
                ADDRESSES OF LESSEE; OFFICES; PLACES OF BUSINESS;
                             LOCATION OF PROPERTIES

ADDRESS OF PRINCIPAL PLACE OF
BUSINESS AND CHIEF
EXECUTIVE OFFICE OF LESSEE

450 North Sunnyslope Road
Suite 300
Brookfield, WI 53005

LOCATION OF PROPERTIES

1.   1935 South Federal Highway
     Boynton Beach, FL  33435
     (Palm Beach County)

2.   3005 S. Congress Avenue
     Boynton Beach, FL  33435
     (Palm Beach County)

3.   285 West Central Avenue
     Brea, California  92621
     (Orange County)

3.   5326 Park Road
     Charlotte, NC  28209
     (Mecklenburg County)

4.   7375 Stock Ranch Road
     Citrus Heights, CA  95621
     (Sacramento County)

5.   4375 Beech Haven Trail, SE
     Smyrna, GA  30080
     (Cobb County)

6.   2850 N. Academy Boulevard
     Colorado Springs, CO  80917
     (El Paso County)

7.   475 Irvin Court
     Decatur, GA  30030
     (DeKalb County)
<PAGE>   24

8.   3790 W. Quincy Avenue
     Denver, CO  80236
     (Denver County)

9.   880 Patricia Avenue
     Dunedin, FL  34698
     (Pinellas County)

10.  590 Old Hook Road
     Emerson, NJ  07630
     (Bergen County)

11.  1260 Hightower Trail
     Atlanta, GA  30350
     (Fulton County)

12.  1262 Hightower Trail
     Atlanta, GA  30350
     (Fulton County)

13.  18705 36th Avenue
     Lynnwood, WA  98037
     (Snohomish County)

14.  6145 East Arbor Avenue
     Mesa, Arizona  85206
     (Maricopa County)

15.  11001 Oakmont
     Overland Park, Kansas  66210
     (Johnson County)

16.  9296 West Union Hills Drive
     Peoria, AZ  85382
     (Maricopa County)

17.  3105 Plumas Street
     Reno, NV  89509
     (Washoe County)

18.  1127 Persinger Road, SW
     Roanoke, Virginia  24015
     (Roanoke County)
<PAGE>   25

19.  5111 Palmer Ranch Parkway
     Sarasota, FL  34238
     (Sarasota County)

20.  5511 Swift Road
     Sarasota, FL  34231
     (Sarasota County)

21.  21739 N. 151st Avenue
     Sun City West, AZ  85375
     (Maricopa County)

22.  3701 N. Swan Road
     Tucson, Arizona  85718
     (Pima County)

23.  820 Hamburg Turnpike
     Wayne, NJ  07470
     (Passaic County)

24.  27569 Detroit Road
     Westlake, Ohio  44145
     (Cuyahoga County)

25.  520 Prospect Avenue
     West Orange, NJ  07052
     (Essex County)

26.  8101 South Painter Avenue and 8132 Friends Avenue
     Whittier, California  90602
     (Los Angeles County)

OTHER OFFICES OF LESSEE

None.