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                                                                   Exhibit 10.79

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made
and entered into as of the ___ day of _______, 1997 by and between Brookdale
Living Communities, Inc., a Delaware corporation ("Employer"), and Matthew F.
Whitlock, an individual domiciled in the State of Illinois ("Executive").


                                 W I T N E S S E T H
                                 -------------------

     A.  Employer is engaged primarily in the ownership, management, leasing,
marketing, acquisition, development and construction of senior and assisted
living facilities throughout the United States.

     B.  Employer believes that it would benefit from the application of
Executive's particular and unique skill, experience, and background to the
management and operation of Employer.

     C.  Executive wishes to commit himself to serve Employer in the position
set forth herein on the terms herein provided.

     D.  The parties entered into that certain Employment Agreement, dated as of
May 7, 1997 (the "Original Agreement"), and wish to amend and restate the
Original Agreement to set forth the terms and conditions of the employment
relationship between Employer and Executive.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein set forth, and for other good and valuable consideration, Employer and
Executive hereby agree to amend and restate the Original Agreement so that the
Original Agreement, as amended and restated, reads, in its entirety, as follows:

     1.  Employment and Duties.  During the Employment Term (as defined in
Section 2 hereof), Employer agrees to employ Executive, and Executive agrees to
be employed by Employer, as the Vice President - Acquisitions of Employer on the
terms and conditions provided in this Agreement.  Executive shall conduct,
operate, manage and promote the business and business concept of  Employer, and
exercise such other powers and authority as are provided by the By-laws of
Employer ("By-laws").  The Board of Directors of Employer (the "Board") or the
Chief Executive Officer may from time to time further define and clarify
Executive's duties and services hereunder or under the By-laws as Vice President
- Acquisitions.  Executive agrees to devote Executive's best efforts and
substantially all of Executive's business time, attention, energy and skill to
perform Executive's duties as Vice President - Acquisitions of Employer.
<PAGE>

     2.  Term.  The initial term of this Agreement (the "Initial Term") shall
commence on the date Employer's Registration Statement on Form S-1, as amended
(No. 333-12259; the "Registration Statement") is declared effective (the
"Effective Date") and expire on December 31, 1999 (the "Scheduled Termination
Date"), provided, however, this Agreement shall automatically extend for one
year terms following the Initial Term (each a "Renewal Term", together with the
Initial Term, the "Employment Term"), unless either party shall give the other
party prior to thirty (30) days before the end of the Initial Term or any
Renewal Term, as applicable, written notice of its intention to terminate this
Agreement.

     3.  Compensation and Related Matters.  (a)  Base Salary.  As compensation
for performing the services required by this Agreement during the Employment
Term, Employer shall pay to Executive an annual salary of no less than Ninety-
Five Thousand Dollars ($95,000) ("Base Compensation"), payable in accordance
with the general policies and procedures for payment of salaries to its
executive personnel maintained, from time to time, by Employer (but no less
frequently than monthly), subject to withholding for applicable federal, state,
and local taxes.  Increases in Base Compensation, if any, shall be determined by
the Compensation Committee of the Board (the "Committee") based on periodic
reviews of Executive's performance conducted on at least an annual basis.

          (b) Bonus.  (i) In addition to Base Compensation, subject to
provisions set forth below in this Section 3(b)(i), Executive shall have the
right to receive, and Employer agrees to distribute to Executive, a performance
bonus (a "Performance Bonus ") in an amount equal to 18/100 of 1% of the total
purchase price of each property acquired by Employer, provided that Executive
had primary responsibility or was the procuring cause for such acquisition,
which Performance Bonus  shall be  earned in accordance with the provisions set
forth in this Section 3(b)(i).  The bonus program described in this Section
3(b)(i) shall not apply with respect to portfolio acquisitions or acquisitions
of (or mergers with) another company or substantially all of the assets of
another company.  With respect to such transactions, a separate bonus
arrangement will be structured by Employer on a case-by-case basis, based on,
among other factors, the degree of Executive's involvement in such acquisition
and the size thereof.  Executive acknowledges that Executive is entitled to
Performance Bonuses only with respect to acquisitions of properties for which
Executive has primary responsibilities or is the procuring cause and will not be
entitled to a Performance Bonus with respect to any other properties acquired by
Employer; provided, however, it is Employer's expectation that, if and to the
extent Employer is interested in pursuing an acquisition with respect to which
Executive is not the procuring cause, Employer will consider having Executive
involved in such acquisition provided Employer determines that, based on
Executive's then current duties and responsibilities on the other acquisitions
on which Executive is then involved, Executive can devote the time and effort on
such acquisition that may be necessary and appropriate.  With respect to
Performance Bonuses for acquisitions completed during 1997 and 1998, such
Performance Bonuses shall not be earned by Executive until the earlier of
(A) (1) with respect to Performance Bonuses attributable to acquisitions
completed between January 1 and June 30 of the applicable year, July 1 of the
year in which the acquisition is completed and (2) with respect to Performance
Bonuses

                                       2

<PAGE>

attributable to acquisitions completed between July 1 and December 31 of the
applicable year,  January 1 of the year following the year in which the
acquisition is completed or (B) the date on which Executive's employment with
Employer is terminated if Executive's employment is terminated pursuant to
Section 5(a)(i) hereof, 5(a)(iii) hereof or 5(c) hereof or if Executive's
employment is terminated by Executive on account of a "Change in Control" (as
defined in Employer's 1997 Stock Incentive Plan).  With respect to Performance
Bonuses for acquisitions completed during 1997 or 1998, Employer shall make an
advance to Executive in the amount of each such Performance Bonuses, which
advance shall be made within thirty (30) days following the completion of the
applicable acquisition.  The advances shall become non-refundable at such time
as the Performance Bonuses with respect to which such advance is made is earned
in accordance with the foregoing provisions of this Section 3(b)(i).  In the
event that, prior to the date on which any advances become non-refundable in
accordance with the immediately preceding sentence, Executive's employment with
Employer is terminated pursuant to Section 5(a)(ii) hereof or pursuant to
Section 5(b) hereof (unless the termination pursuant to Section 5(b) hereof was
on account of a Change in Control), Executive shall repay all such advances
promptly following such termination; provided, however, if amounts have been
withheld from any such advances for income taxes or similar items (the net
amount of such advances received by Executive are referred to herein as the "Net
Advances"; and the amounts withheld from such advances are referred to herein as
the "Withheld Amounts"), (Y) Executive shall repay to Employer the amount of the
Net Advances received by Executive, which amount shall be repaid promptly
following such termination, and (Z) Executive shall repay to Employer the
Withheld Amounts at such time as the Withheld Amounts are received by Executive
or at such time as Executive receives the benefit of  the Withheld Amounts
(e.g., by a reduction in income taxes otherwise payable by Executive).  All
Performance Bonuses for acquisitions completed after 1998 shall be earned by
Executive upon the completion of the applicable acquisition and shall be paid by
Employer to Executive within thirty (30) days following the completion of such
acquisition.

          (ii) In addition to Base Compensation and the Performance Bonuses,
Executive will be eligible for additional performance-based bonus distributions
(the "Additional Bonus") based on the achievement by Executive of certain
tangible objectives.  The maximum Additional Bonus to which Executive is
eligible under this Section 3(b)(ii) each year shall be an amount equal to
fifteen percent (15%) of Executive's Base Compensation for the year to which the
Additional Bonus relates.  The objectives on which the Additional Bonus is based
and the other terms of the Additional Bonus program shall be established upon
the mutual agreement of Executive and Employer.

          (iii) Upon and in connection with the initial public offering of stock
of Employer, Employer shall pay Executive in cash a one-time special bonus of
Twelve Thousand Five Hundred Dollars ($12,500).

          (c) Benefits.  During the Employment Term and subject to the
limitations and alternative rights set forth in this Section 3(c), Executive and
Executive's eligible dependents shall have the right to participate in any
retirement, pension, insurance, health, dental or other benefit plan or program
that has been or is hereafter adopted by Employer (or in which Employer
participates),

                                       3
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as such plans and programs may be amended or modified from time to time by
Employer, according to the terms of such plan or program with all the benefits,
rights and privileges as are enjoyed by any other senior executive officer of
Employer. If the participation of Executive would adversely affect the
qualification of a plan intended to be qualified under Section 401(a) of the
Internal Revenue Code as the same may be amended from time to time (the "Code"),
Employer shall have the right to exclude Executive from that plan in return for
Executive's participation in (i) a nonqualified deferred compensation plan which
provides substantially comparable benefits or (ii) an arrangement providing
substantially comparable benefits under a plan that is either a qualified or
nonqualified under the Code at Employer's option.

          (d) Expenses.  Executive shall be reimbursed, subject to Employer's
receipt of invoices or similar records as Employer may reasonably request in
accordance with its policies and procedures, as such policies as and procedures
may be amended or modified from time to time by Employer, for all reasonable and
necessary expenses incurred by Executive in the performance of Executive's
duties hereunder.

          (e) Vacations.  During the Employment Term, Executive shall be
entitled to two (2) weeks paid vacation in accordance with Employer's practices,
as such practices may be amended or modified from time to time by Employer.

     4.  Stock Options.  Employer has established a stock incentive plan (the
"Stock Incentive Plan") that will become effective prior to the completion of
the initial public offering of shares of common stock of Employer (the "Common
Stock") contemplated by the Registration Statement.  The Stock Incentive Plan
initially provides, among other things, for the issuance from time to time to
certain officers, directors and other employees of Employer of up to 830,000
stock options ("Options").  On the Effective Date,  Employer shall grant to
Executive 25,000 Options that will have such terms and conditions as are set
forth in the Stock Incentive Plan and the Stock Option Agreement to be entered
into between Employer and Executive.

     5.  Termination and Termination Benefits.  (a)  Termination by Employer.
(i)  Without Cause.  Employer may terminate this Agreement and Executive's
employment at any time for any reason or for no reason at all upon thirty (30)
days' prior written notice to Executive following notice of termination.  In
connection with the termination of Executive's employment pursuant to this
Section 5(a)(i), Executive shall (A) be paid Executive's Base Compensation in
accordance with Section 3(a) hereof, and be entitled to the benefits set forth
in Sections 3(c), 3(d) and 3(e) hereof, up to the effective date of such
termination, (B) be paid any Performance Bonuses  which are earned by Executive
pursuant to Section 3(b)(i) hereof as a result of the closing of a property
acquisition occurring prior to or within forty-five days after the date of such
termination, (C) be paid any unpaid Additional Bonus which Executive earned as
of the date of such termination under Section 3(b)(ii) hereof, and (D) receive
the Termination Compensation specified in Section 5(d) hereof.  For purposes of
the Agreement, in the event Employer defaults in its obligation under Section 9
hereof and, as a consequence thereof, Executive's employment with Employer (or
Employer's successor or assign) is terminated, such termination shall be deemed
to be a termination under this Section 5(a)(i).

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<PAGE>

          (ii) With Cause.  Employer may terminate this Agreement with cause
immediately upon written notice to Executive.  Employer may elect to require
Executive to continue to perform Executive's duties under this Agreement for an
additional thirty (30) days following notice of termination.  In connection with
the termination of Executive's employment pursuant to this Section 5(a)(ii),
Executive shall (A) be paid Executive's Base Compensation in accordance with
Section 3(a) hereof, and be entitled to the benefits set forth in Sections 3(c),
3(d) and 3(e) hereof, up to the effective date of such termination, (B) be paid
any Performance Bonuses  which are earned by Executive pursuant to Section
3(b)(i) hereof as a result of the closing of a property acquisition occurring
prior to or within forty-five days after the date of such termination, and (C)
be paid any unpaid Additional Bonus which Executive earned as of the date of
such termination under Section 3(b)(i) hereof.   For purposes of this Section
5(a)(ii), "cause" shall mean (A) a finding by the Chief Executive Officer of
Employer or the Board that Executive has materially harmed Employer, its
business, assets or employees through an act of dishonesty, material conflict of
interest, gross misconduct or willful malfeasance, (B) Executive's conviction of
(or pleading nolo contendere to) a felony, (C) Executive's failure to perform
(which shall not include inability to perform due to disability) in any material
respects Executive's material duties under this Agreement, (D) the breach by
Executive of any of Executive's material obligations hereunder (other than those
covered by clause (C) above) and the failure of Executive to cure such breach
within ten (10) days after receipt by Executive of a written notice of Employer
specifying in reasonable detail the nature of the breach (provided, however, if,
based on the nature of the breach, such breach cannot reasonably and with
diligence be cured within such ten (10) day period, Executive shall have an
additional period, not to exceed thirty (30) days, to cure such breach if (1)
Executive has commenced curing such breach within the initial ten (10) day
period and continuously and diligently pursues such cure and (2) in the
reasonable judgment of Employer, the granting to Executive of an additional
period to cure such breach will not have an adverse effect on the business or
operations of Employer or on any of Employer's facilities or acquisition
opportunities), (E) Executive's sanction (including restrictions, prohibitions
and limitations agreed to under a consent decree or agreed order) under, or
conviction for violation of, any federal or state securities law, rule or
regulation (provided that in the case of a sanction, such sanction materially
impedes or impairs the ability of Executive to perform Executive's duties and
exercise Executive's responsibilities hereunder in a satisfactory manner), or
(F) Executive's willful breach of any material policies or procedures of
Employer.

          (iii) Disability.  If due to illness, physical or mental disability,
or other incapacity, Executive shall fail during any four (4) consecutive months
to perform the duties required by this Agreement, Employer may terminate this
Agreement upon thirty (30) days' written notice to Executive.  In such event,
Executive shall (A) be paid Executive's Base Compensation in accordance with
Section 3(a) hereof, and be entitled to the benefits set forth in Section 3(c)
hereof (or the after-tax cash equivalent), up to the effective date of such
termination and be entitled to the benefits set forth in Sections 3(d) and 3(e)
hereof up to the date of such disability, (B) be paid any Performance Bonuses to
which are earned by Executive  pursuant to Section 3(b)(i) hereof as a result of
the closing of a property acquisition occurring prior to or within forty-five
days after the date of such disability and (C) be paid any unpaid Additional
Bonus which Executive earned as of the date

                                       5
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of such termination under Section 3(b)(ii) hereof. This Section 5(a)(iii) shall
not limit the entitlement of Executive, Executive's estate or beneficiaries to
any disability or other benefits available to Executive under any disability
insurance or other benefits plan or policy which is maintained by Employer for
Executive's benefit. For purposes of this Agreement, the "date of disability"
shall mean the first day of the consecutive period during which Executive fails
to perform the duties required by this Agreement due to illness, physical or
mental disability or other incapacity.

          (b) Termination by Executive Without Good Reason.  Executive may
terminate this Agreement and Executive's employment at any time for any reason
or for no reason at all upon thirty (30) days' written notice to Employer,
during which period Executive shall continue to perform Executive's duties under
this Agreement if Employer so elects.  In connection with the termination of
Executive's employment pursuant to this Section 5(b), Executive shall (A) be
paid Executive's Base Compensation in accordance with Section 3(a) hereof, and
be entitled to the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof, up
to the effective date of such termination, (B) be paid any Performance Bonuses
which are earned by Executive  pursuant to Section 3(b)(i) hereof as a result of
the closing of a property acquisition occurring prior to or within forty-five
days after the date of such termination and (C) be paid any unpaid Additional
Bonus which Executive earned as of the date of such termination under Section
3(b)(ii) hereof.

          (c) Death.  Notwithstanding any other provision of this Agreement,
this Agreement shall terminate on the date of Executive's death.  In such event,
Executive shall (A) be paid Executive's Base Compensation in accordance with
Section 3(a) hereof, and be entitled to the benefits set forth in Sections 3(c)
(or the after-tax cash equivalent), 3(d) and 3(e) hereof, up to the date of such
death, (B) be paid any Performance Bonuses which are earned by Executive
pursuant to Section 3(b)(i) hereof as a result of the closing of a property
acquisition occurring prior to or within forty-five days after the date of such
death and (C) be paid any unpaid Additional Bonus which Executive earned as of
the date of such termination under Section 3(b)(ii) hereof.  This Section 5(c)
shall not limit the entitlement of Executive, Executive's estate or
beneficiaries under any insurance or other benefits plan or policy which is
maintained by Employer for Executive's benefit.

          (d) Termination Compensation.  In the event of a termination of this
Agreement pursuant to Section 5(a)(i) hereof, Employer shall pay to Executive,
within thirty (30) days of termination, an amount in one lump sum ("Termination
Compensation") equal to 50% of Executive's annual Base Compensation as of the
effective date of such termination;  provided, however, that the foregoing shall
not affect Employer's obligation to pay Executive any Performance Bonuses to
which Executive may become entitled after the date of such termination pursuant
to the applicable provisions of this Section 5.

     6.   Covenants of Executive.

          (a) No Conflicts.  Executive represents and warrants that he is not
personally subject to any agreement, order or decree which restricts Executive's
acceptance of this Agreement and the performance of Executive's duties with
Employer hereunder.

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<PAGE>

          (b) Non-Competition.  In return for the performance of  the management
duties described in Section 1 hereof, during the Employment Term and for a
period of one year thereafter in the event of the termination of this Agreement
pursuant to the provisions of Section 5(a)(ii) or 5(b) hereof, Executive shall
not, directly or indirectly, in any capacity whatsoever, either on Executive's
own behalf or on behalf of any other person or entity with whom he may be
employed or associated, (i) own any interest in, participate or engage in the
day-to-day supervision, management, acquisition, development, marketing or
operation of any senior or assisted living facilities (the "Business") either
located within seven (7) miles from any facility in which Employer has a direct
or indirect interest as of the date of the termination of this Agreement or
within seven (7) miles from any facility or development site and with respect to
which, on or prior to the date of such termination, Employer has entered a
letter of intent or contract to acquire, or (ii) pursue any senior or assisted
living facility or any development site therefor (A) which Employer is pursuing
as of the date of the termination of this Agreement and with respect to which,
prior to the date of such termination, Employer has entered a letter of intent
or contract to acquire or (B) of which Executive became aware prior to the date
of termination of this Agreement but which Executive did not present to Employer
(unless, after the Employment Term, such facility or site is presented to
Employer and Employer elects not to pursue such facility or site).  Furthermore,
for a period of two years after any applicable Section 5 termination event,
Executive shall not, directly or indirectly, solicit, attempt to hire or hire
any employee of Employer.  Notwithstanding the foregoing, nothing herein shall
prohibit Executive from owning 5% or less of any securities of a competitor
engaged in the same Business if such securities are listed on a nationally
recognized securities exchange or traded over-the-counter on the National
Association of Securities Dealers Automated Quotation System or otherwise.

          (c) Non-Disclosure.  During the Employment Term and for a period of
two years after the expiration or termination of this Agreement for any reason,
Executive shall not disclose or use, except in the pursuit of the Business for
or on behalf of Employer, any Trade Secret (as hereinafter defined) of Employer,
whether such Trade Secret is in Executive's memory or embodied in writing or
other physical form.  For purposes of this Section 6(c), "Trade Secret" means
any information which derives independent economic value, actual or potential,
with respect to Employer from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use and is the subject of efforts to maintain its
secrecy that are reasonable under the circumstances, including, but not limited
to, trade secrets, customer lists, sales records and other proprietary
commercial information.  Said term, however, shall not include general "know-
how" information acquired by Executive during the course of Executive's service
which could have been obtained by Executive from public sources without the
expenditure of significant time, effort and expense which does not relate to
Employer.

          (d) Return of Documents.   Upon termination of Executive's services
with Employer, Executive shall return all originals and copies of books,
records, documents, customer lists, sales materials, tapes, keys, credit cards
and other tangible property of Employer within Executive's possession or under
Executive's control.

                                       7
<PAGE>

          (e) Equitable Relief.  In the event of any breach by Executive of any
of the covenants contained in this Section 6, it is specifically understood and
agreed that Employer shall be entitled, in addition to any other remedy which it
may have, to equitable relief by way of injunction, an accounting or otherwise
and to notify any employer or prospective employer of Executive as to the terms
and conditions hereof.

          (f) Acknowledgment.  Executive acknowledges that he may be directly
and materially involved as a senior executive in certain important policy and
operational decisions of Employer.  Executive further acknowledges that the
scope of the foregoing restrictions has been specifically bargained between
Employer and Executive, each being fully informed of all relevant facts.
Accordingly, Executive acknowledges that the foregoing restrictions of Section 6
are fair and reasonable, are minimally necessary to protect Employer, its other
stockholders and the public from the unfair competition of Executive who, as a
result of Executive's performance of services on behalf of Employer, will have
had unlimited access to the most confidential and important information of
Employer, its business and future plans.  Executive furthermore acknowledges
that no unreasonable harm or injury will be suffered by Executive from
enforcement of the covenants contained herein and that he will be able to earn a
reasonable livelihood following termination of Executive's services
notwithstanding enforcement of the covenants contained herein.

     7.  Prior Agreements.  This Agreement supersedes and is in lieu of any and
all other employment arrangements between Executive and Employer or its
predecessor or any subsidiary and any and all such employment agreements and
arrangements are hereby terminated and deemed of no further force or effect.

     8.  Assignment.  Neither this Agreement nor any rights or duties of
Executive hereunder shall be assignable by Executive and any such purported
assignment by Executive shall be void.  Employer may assign all or any of its
rights hereunder provided that substantially all of the assets of Employer are
also transferred to the same party.

     9.  Successor to Employer.  Employer will require any successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all the business and/or assets of Employer, as the case may
be, by agreement in form and substance reasonably satisfactory to Executive,
expressly, absolutely and unconditionally to assume and agree to perform this
Agreement in the same manner and to the same extent that Employer would be
required to perform it if no such succession or assignment had taken place.  Any
failure of Employer to obtain such agreement prior to the effectiveness of any
such succession or assignment shall be a material breach of this Agreement.
This Agreement shall inure to the benefit of and be enforceable by Executive's
personal and legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.  If Executive should die while any
amounts are still payable to Executive hereunder, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to Executive's devisee, legatee or other designee or, if there be no
such designee, to Executive's estate.

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<PAGE>

     10.  Notices.  Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if personally delivered or sent
by courier or certified mail, postage or delivery charges prepaid, to the
following addresses:

     (a)  if to Executive, to:

          Matthew F. Whitlock
          825 W. Webster
          3rd Floor
          Chicago, IL  60614

     (b)  if to Employer, to:

          Brookdale Living Communities, Inc.
          Suite  4800
          77 West Wacker Drive
          Chicago, IL 60601
          Attn: Chief Executive Officer


          With a copy to:
          --------------

          Brookdale Living Communities, Inc.
          Suite 4800
          77 West Wacker Drive
          Chicago, IL 60601
          Attn: General Counsel

          and to:
          ------

          Winston & Strawn
          35 West Wacker Drive
          Chicago, IL  60601
          Attn:  Wayne D. Boberg

Any notice, claim, demand, request or other communication given as provided in
this Section 10, if delivered personally, shall be effective upon delivery; and
if given by courier, shall be effective one (1) business day after deposit with
the courier if next day delivery is guaranteed; and if given by mail, shall be
effective three (3) business days after deposit in the mail.  Either party may
change the address at which it is to be given notice by giving written notice to
the other party as provided in this Section 10.

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<PAGE>

     11.  Amendment.  This Agreement may not be changed, modified or amended
except in writing signed by both parties hereto.

     12.  Waiver of Breach.  The waiver by either party of the breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party.

     13.  Severability.  Employer and Executive each expressly agree and
contract that it is not the intention of either party to violate any public
policy, statutory or common law, and that if any covenant, sentence, paragraph,
clause or combination of the same of this Agreement (a "Contractual Provision")
is in violation of the law of any state where applicable, such Contractual
Provision shall be void in the jurisdictions where it is unlawful, and the
remainder of such Contractual Provision, if any, and the remainder of this
Agreement shall remain binding on the parties such that such Contractual
Provision shall be binding only to the extent that such Contractual Provision is
lawful or may be lawfully performed under then applicable laws.  In the event
that any part of any Contractual Provision of this Agreement is determined by a
court of competent jurisdiction to be overly broad thereby making the
Contractual Provision unenforceable, the parties hereto agree, and it is their
desire, that such court shall substitute a judicially enforceable limitation in
its place, and that the Contractual Provision, as so modified, shall be binding
upon the parties as if originally set forth herein.

     14.  Indemnification.  Executive shall indemnify Employer for any and all
consequential damages, costs and expenses resulting from any of Executive's acts
or omissions that constitute a material conflict of interest or willful or
intentional misconduct that cause material harm to Employer's business or
reputation.  Executive also shall indemnify Employer for any and all
consequential damages, costs and expenses resulting from Executive's acts of
omission constituting reckless disregard of Executive's duties to Employer
following notice thereof by Employer after it becomes aware of such conduct and
Executive's failure to so cure within thirty (30) days.

     15.  Governing Law.  This Agreement shall be governed by, and construed,
interpreted and enforced in accordance with the laws of the State of Illinois,
exclusive of the conflict of laws provisions of the State of Illinois.

                                 [signature page follows]

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<PAGE>

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

                              EMPLOYER:

                              BROOKDALE LIVING COMMUNITIES, INC.


                              By:__________________________________
                              Title:_________________________________



                              _____________________________________
                              Matthew F. Whitlock

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