Exhibit 10.2

LETTER OF CREDIT AGREEMENT

This "Agreement" is entered into as of October 7, 2002 between
JER/NHP Senior Living Acquisition, LLC, a Delaware corporation
("Beneficiary"), and ALS Leasing, Inc., a Delaware corporation
("Tenant"), as an inducement to Beneficiary to enter into that certain
Master Lease with Tenant dated the date hereof (the "Lease"). All
initially capitalized terms used but not otherwise defined herein have the
meanings given them in the Lease. Thus, for valuable consideration, the receipt
and sufficiency of which are acknowledged, the parties agree as follows:

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If to Tenant:c/o Alterra Healthcare Corporation10000 Innovation
    DriveMilwaukee, Wisconsin 53226Attention:  Mark W.
    OhlendorfFacsimile: (414) 918-5055

With a copy to: Rogers & Hardin LLP2700 International
    Tower229 Peachtree Street, N.E.Atlanta, Georgia
    30303-1601Attention: Miriam J. DentFacsimile: (404) 525-2224

If to Landlord:Nationwide Health Properties, Inc.610 Newport
    Center Drive, Suite 1150Newport Beach, California
    92660-6429Attention: President and General CounselFacsimile: (949)
    759-6876

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And:
JER Partners1650 Tysons Boulevard, Suite 1600McLean,
    Virginia 22101Attention: Paul A. FroningFacsimile: (703) 714-8060
    andAttention: Daniel T. Ward, Esq.Facsimile: (703) 714-8102

With a copy to:O'Melveny & Myers LLP610 Newport Center Drive,
    Suite 1700Newport Beach, California 92660-6429Attention: Steven L.
    EdwardsFacsimile: (949) 823-6994

And:Pircher, Nichols & Meeks1925 Century Park East, Suite
    1700Los Angeles, California 90067Attention: Stevens A. Carey,
    Esq.Facsimile: (310) 201-8922

A party may designate a different address by notice as provided above.
    Any notice, demand or request so delivered (whether accepted or refused)
    shall be deemed to have been given and received on the date of delivery
    established by the U.S. Post Office return receipt or the carrier's proof of
    delivery or, if not so given, upon on the day received (provided that such
    notice or instrument shall be deemed received on the next succeeding
    business day if received after 5:00 p.m. (local time)). Delivery to any
    officer, general partner of principal of a party shall be deemed delivery to
    such party. If Beneficiary notifies Tenant of the name and address of any
    lender, Tenant shall deliver a copy of all its notices concurrently to such
    lender.

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[Signatures begin on next page.]

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IN WITNESS WHEREOF, this Agreement has been executed by Tenant and
Beneficiary as of the date first above written.

By:Name:
Kristin A. Ferge Title: Vice President

Witness:/s/ Joyce Hansen                              Witness:/s/ Kathy M. Helling

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"BENEFICIARY"

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. BradleyTitle:  Senior Vice President & General Counsel

Witness:     Witness:

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EXHIBIT A









IRREVOCABLE LETTER OF CREDIT NO. _________
DATE: ________________________
EXPIRATION DATE: ____________________



[Landlord Entities]c/o Nationwide Health Properties, Inc.610 Newport
Center Drive, Suite 1150Newport Beach, CA 92660



Ladies and Gentlemen:



We hereby establish our Irrevocable Letter of Credit in your favor for the
account of ALS Leasing, Inc., a Delaware corporation ("Customer")
available by your draft(s) on us payable at sight in an amount not to exceed a
total of ________________________ Dollars ($____________) when accompanied by
the following documents:

1.     A certificate which on its face appears to
have been executed by an officer or managing member, as applicable, of any of
JER/NHP Senior Living Acquisition, LLC, a Delaware limited liability company
("Landlord"), or any member of JER/NHP Senior Housing, LLC, a Delaware
limited liability company (together with Landlord, "Beneficiary"),
stating the amount which Beneficiary is drawing and that one or more of the
following events has occurred: (i) an Event of Default has occurred
under the Master Lease dated as of October 7, 2002 between Landlord, as
landlord, and Customer, as tenant, as amended from time to time (as amended, the
"Lease"); (ii) a default has occurred under that certain
Letter of Credit Agreement dated October 7, 2002 between Landlord and
Customer, as amended; or (iii) at least one of Alterra Healthcare
Corporation, a Delaware corporation, or Customer (a) has ceased to
generally pay its debts as they become due, has admitted in writing its
inability to pay its debts generally, or has made an assignment of all or
substantially all of its property for the benefit of creditors,
(b) has had a receiver, trustee or liquidator appointed for it or
any of its property, or (c) has filed a voluntary petition, or has
had filed against it any other petition, under any federal bankruptcy or state
law to be adjudicated as bankrupt or for any arrangement or other debtor's
relief.

2.     The original Letter of Credit must accompany
all drafts unless a partial draw is presented, in which case the original must
accompany the final draft.

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This Letter of Credit may be transferred or assigned by Beneficiary to any
successor or assign of its interests under the Lease or to any lender obtaining
a lien or security interest in the property covered by the Lease. Each draft
hereunder by any assignee or successor shall be accompanied by a copy of the
fully executed documents or judicial orders evidencing such encumbrance,
assignment or transfer. Any draft drawn hereunder shall be in the form attached
hereto as Schedule 1. Partial drawings are permitted with the amount
of the Letter of Credit being reduced, without amendment, by the amount(s) drawn
hereunder. This Letter of Credit shall expire at 2:00 p.m., Los Angeles time, on
the expiration date set forth above. Notwithstanding the foregoing, this Letter
of Credit shall be automatically extended for additional periods of one (1)
year from the present or each future expiration date unless we have notified
you in writing, not less than ninety (90) days before any such expiration
date, that we elect not to renew this Letter of Credit. Our notice of any such
election shall be sent by express, registered or certified mail to the address
shown above.

Except so far as otherwise expressly stated, this Letter of Credit is subject
to the "Uniform Customs and Practice for Documentary Credits (1/1/94 Revision),
International Chamber of Commerce Publication No. 500." We hereby agree with you
and all persons negotiating such drafts that all drafts drawn and negotiated in
compliance with the terms of this Letter of Credit will be duly honored upon
presentment and delivery of the documents specified above by certified or
registered mail to _____________________________________________, if negotiated
on or before the expiration date shown above.



Authorized Signature



Authorized Signature

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SCHEDULE 1 TO EXHIBIT A

SIGHT DRAFT



TO:



 

Attention:

PAY TO THE ORDER OF:

Nationwide Health Properties, Inc., 
a Maryland corporation, 
c/o Wells Fargo Bank
420 Montgomery Street
San Francisco, California
ABA No. 121000248 
for the benefit of Nationwide Health Properties, Inc. 
Account No. 4692089329

THE SUM OF:

_________________________________ Dollars ($_________)

DRAWN ON:

Irrevocable Letter of Credit No. ____________
dated ____________, 20__ issued by
_______________________ Bank