TENTH AMENDMENT TO LOAN AGREEMENT AND DOCUMENTS


         THIS TENTH AMENDMENT TO LOAN AGREEMENT AND DOCUMENTS, dated as of April
26, 1999 (this  "Amendment"),  is entered into by and between  BROOKDALE  LIVING
COMMUNITIES, INC., a Delaware corporation (the "Borrower"), and LaSALLE NATIONAL
BANK, a national banking association (the "Bank").

                                   WITNESSETH

         WHEREAS,  Borrower has previously  executed and delivered to the Bank a
certain  Note dated April 27,  1998 in the  original  principal  amount of up to
Fifteen  Million Dollars  ($15,000,000.00)  (the "Original  Note")  evidencing a
certain loan (the "Loan") set forth more fully in and governed by a certain Loan
Agreement  of that same date to which  the Bank is also a party  (the  "Original
Loan Agreement"); and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution and delivery to the Bank of a certain  Amended and Restated Note dated
July 16, 1998 increasing the principal amount of the Loan by $10,000,000.00,  on
an interim basis only, from  $15,000,000.00 to $25,000,000.00  (the "Amended and
Restated Note") and a certain First Amendment to Loan Agreement and Documents of
that same date to which the Bank is also a party (the  "First  Amendment")  that
(a) increased the principal  amount of the Loan on an interim basis as aforesaid
and (b)  permitted  a portion of the Loan to be  reserved  for the  issuance  of
standby  Letters of Credit by the Bank to and for the benefit of  municipalities
and other  governmental  units in connection with projects developed by Borrower
from time to time as set forth more fully therein; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the  Bank of a  certain  Second  Amendment  to Loan
Agreement and Documents dated October 14, 1998 to which the Bank is also a party
(the  "Second  Amendment")  wherein  (a) the Bank  consented  to the  Borrower's
proposed issuance of a convertible  subordinated and unsecured note to OZ Master
Fund, Ltd. in the principal amount of Ten Million Dollars ($10,000,000.00),  (b)
the Bank  permitted  the Borrower to guarantee  financing  from other  financial
institutions  to certain  Subsidiaries  of Borrower in  connection  with certain
development  projects  located in New York,  New York (Battery Park City),  Glen
Ellyn,  Illinois  and  Raleigh,  North  Carolina,  which  projects  were  to  be
originally  financed  by  Nomura  Asset  Capital  Corporation,  (c) the Event of
Default set forth in Section  7.01(O) of the Loan  Agreement  was  modified  and
restructured,  and (d) the  Interim  Maturity  Date was  extended to November 3,
1998; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the  Bank  of a  certain  Third  Amendment  to Loan
Agreement and Documents dated October 20, 1998 to which the Bank is also a party
(the "Third  Amendment")  wherein (a) the Maximum  Revolving Loan Commitment was
frozen at $24,953,750.00, (b) the Interim Maturity Date was extended to November
3,  1998,  (c) it was  agreed  that,  on  the  Interim  Maturity  Date  (x)  the
outstanding  principal balance of the Loan was to be reduced to  $10,000,000.00,
and (y) the principal  amount of the Loan and Maximum  Revolving Loan Commitment
were  to  be  decreased  from   $25,000,000.00   to  an  amount  not  to  exceed
$10,000,000.00,  (d) the Interim Interest Rate and the Revised Default Rate were
adjusted,  and (e)  certain  additional  changes to the Maximum  Revolving  Loan
Commitment  were mandated based upon the Stock Price of the Company from time to
time,  all of the  foregoing as set forth more fully in and subject to the terms
and conditions of the Third Amendment; and



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         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the  Bank of a  certain  Fourth  Amendment  to Loan
Agreement and Documents dated November 3, 1998 to which the Bank is also a party
(the "Fourth Amendment") wherein (a) the Interim Maturity Date was extended to a
date  certain  which was the first to occur of (x) the earlier of  November  30,
1998,  or (y) the date on which  Borrower  closed on the Offering (as defined in
the Fourth Amendment),  and (b) it was agreed that, on the Interim Maturity Date
(x) the  outstanding  principal  balance  of the Loan was to be  reduced to zero
($0.00)  provided that the Offering had closed,  (y) the  outstanding  principal
balance of the Loan was to be reduced to  $10,000,000.00  regardless  of whether
the Offering had closed,  and (z) the  principal  amount of the Loan and Maximum
Revolving Loan Commitment were to be decreased from  $25,000,000.00 to an amount
not to exceed $10,000,000.00  regardless of whether the Offering had closed, all
of the  foregoing  as set  forth  more  fully in and  subject  to the  terms and
conditions of the Fourth Amendment; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and delivery to the Bank of a certain Third Amended and Restated Note
dated  December 21, 1998 (the "Third  Amended and Restated  Note") and a certain
Fifth  Amendment to Loan  Agreement and Documents of that same date to which the
Bank is also a party (the "Fifth Amendment") wherein the principal amount of the
Loan and the Maximum Revolving Loan Commitment was increased from $10,000,000.00
to  $15,000,000.00,  as set forth  more  fully in and  subject  to the terms and
conditions of the Fifth Amendment; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution and delivery to the Bank of a certain Fourth Amended and Restated Note
dated  January 15, 1999 (the "Fourth  Amended and Restated  Note") and a certain
Sixth  Amendment to Loan  Agreement and Documents of that same date to which the
Bank is also a party (the "Sixth Amendment") wherein the principal amount of the
Loan and the Maximum Revolving Loan Commitment was increased from $15,000,000.00
to  $25,000,000.00,  as set forth  more  fully in and  subject  to the terms and
conditions of the Sixth Amendment; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the Bank of a  certain  Seventh  Amendment  to Loan
Agreement and Documents dated January 25, 1999 (the "Seventh Amendment") wherein
the Bank consented to the Borrower's execution of FBR Loan Documents (as defined
in the  Seventh  Amendment)  to enable the  Borrower  to obtain the FBR Loan (as
defined in the Seventh Amendment); and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the  Bank of a  certain  Eighth  Amendment  to Loan
Agreement and Documents  dated March 24, 1999 (the "Eighth  Amendment")  wherein
the Bank  consented to the  Borrower's  request to (a) extend the latest date on
which  the  Bank  may  issue a  Letter  of  Credit  to and for  the  benefit  of
municipalities and other governmental or quasi-governmental  units or to and for
the benefit of Battery Park City Authority in connection with projects developed
by Borrower from April 1, 1999 to December 31, 1999,  (b) extend the expiry date
of any  existing  Letters of Credit  from April 1, 1999 to a date not later than
December  31,  1999,  and (c) permit the  expiry  date of any  Letters of Credit
issued  subsequent  to the date thereof to be a date not later than December 31,
1999, all as set forth more fully in the Eighth Amendment; and

         WHEREAS,  the Loan was subsequently  modified and amended by Borrower's
execution  and  delivery  to the  Bank  of a  certain  Ninth  Amendment  to Loan
Agreement and Documents dated April 14, 1999 (the "Ninth Amendment") wherein the
Bank  consented to the  Borrower's  request to increase the Loan and the Maximum
Revolving Loan Commitment from Twenty Five Million Dollars  ($25,000,000.00)  to
Twenty Nine Million Dollars ($29,000,000.00), all as set forth more fully in the
Ninth Amendment (the Original Loan Agreement, as amended by the First Amendment,
the Second  Amendment,  the Third  Amendment,  the Fourth  Amendment,  the Fifth
Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the
Ninth  Amendment  and  this  Amendment  is  herein  referred  to  as  the  "Loan
Agreement"), and further evidenced by Borrower's execution

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and  delivery to the Bank of a certain  Fifth  Amended and  Restated  Note dated
April 14, 1999 (the Fifth Amended and Restated Note"); and

         WHEREAS,  subject  to the  terms  and  conditions  of  this  Amendment,
Borrower has  requested the Bank to extend the Maturity Date from April 26, 1999
to May 21,  1999,  which  the Bank is  willing  to do  subject  to the terms and
conditions set forth herein.

         NOW,  THEREFORE,  in consideration  of the premises,  the covenants and
agreements  herein  contained,  and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:

         1.  Incorporation  of Recitals.  The above and  foregoing  recitals are
incorporated into and made a part of this Amendment.  All capitalized terms used
herein,  if not  otherwise  specifically  defined,  shall have the  meanings and
definitions  prescribed  in the Loan  Agreement  and the  Documents  referred to
therein.

         2. Interim  Maturity Date.  The term "Interim  Maturity Date" is hereby
amended and restated to mean a date  certain  which is the first to occur of (a)
the Maturity Date (as defined  herein),  (b) a date certain which is the date on
which Borrower  closes on the refinancing or  restructuring  of three letters of
credit  currently   extended  by  LaSalle  National  Bank  and  BankOne  in  the
approximate  amount of  $65,000,000.00  in  connection  with bonds  issued  with
respect to Real Property  located in Lisle,  Illinois (The  Devonshire)  and Des
Plaines,  Illinois (The Heritage), but only if as a result thereof,  Borrower or
an  Affiliate  or a  Subsidiary  receives  the  return  of the  cash  collateral
currently  pledged as security  for said  letters of credit,  (c) a date certain
which is the date on which Borrower  closes on the  restructuring  of two recent
lease transactions, but only if as a result thereof, Borrower or an Affiliate or
a Subsidiary  receives the return of the cash invested in said transactions,  or
(d) a date certain which is the date on which Borrower closes on any offering of
Borrower's Stock. On the Interim Maturity Date, without further notice or demand
(a) Borrower  shall pay amounts  necessary to reduce the  outstanding  principal
balance of the Loan to  $15,000,000.00  or less,  excluding the amount of the LC
Reserve and (b) the  Maximum  Revolving  Loan  Commitment  shall be  permanently
reduced to an amount not to exceed  $15,000,000.00,  excluding the amount of the
LC Reserve (the "Mandatory Permanent Reduction"). In addition to (but not to the
exclusion  of) the  circumstances  comprising  the Interim  Maturity  Date which
result  in  the  Mandatory  Permanent  Reduction,  the  Maximum  Revolving  Loan
Commitment shall also be automatically and permanently  reduced to an amount not
to exceed $15,000,000.00,  excluding the amount of the LC Reserve, on a date and
time  certain  which date and time  certain  shall  occur  contemporaneous  with
Borrower's  repayment  of the  outstanding  principal  balance of the Loan to an
amount that is  $15,000,000.00 or less at any time and for any reason whatsoever
(the "Voluntary  Permanent  Reduction").  Notwithstanding the foregoing,  in the
event the Interim  Maturity Date is the same date as the Maturity  Date,  and in
any event, on the Maturity Date, the outstanding  principal  balance of the Loan
together  with any  accrued but unpaid  interest  thereon and any other costs or
amounts owed to the Bank hereunder,  excluding (for purposes of Paragraphs 2 and
3 hereof only) the aggregate  amount of LC Reserves  outstanding on the Maturity
Date,  shall be due and paid in full on such date. On the LC Maturity  Date, the
aggregate amount of Loan Advances made as a result of LC Drawings  together with
any accrued but unpaid interest thereon and any other costs or amounts remaining
owed to the Bank hereunder shall be due and paid in full on such date. As of the
date of this  Amendment,  the  provisions  of this  paragraph  are  intended  to
supersede the provisions of Paragraph 2 of the Ninth Amendment.

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         3.  Maturity  Date.  The term  "Maturity  Date" is hereby  amended  and
restated  to mean the  first to  occur of (a) May 21,  1999,  or (b) the date on
which  Borrower  closes on the  issuance  and sale of  $100,000,000  convertible
subordinated debt pursuant to the Indenture,  Supplemental Indenture and related
instruments,  drafts of which have been  tendered to the Bank.  On the  Maturity
Date, the  outstanding  principal  balance of the Loan together with any accrued
but unpaid  interest  thereon  and any other  costs or amounts  owed to the Bank
hereunder,  excluding  (for  purposes  of  Paragraphs  2 and 3 hereof  only) the
aggregate  amount of LC Reserves  outstanding on the Maturity Date, shall be due
and paid in full.

         4. FBR  Loan.  This  Amendment  is  expressly  conditioned  upon  FBR's
execution  and  delivery to the Bank of a Consent to this  Amendment in the form
attached hereto as Exhibit A. Further,  the Borrower hereby  reaffirms the terms
and conditions of the Acknowledgment and Agreement attached to the Subordination
Agreement.  For purposes of the  Subordination  Agreement,  and to induce FBR to
consent  to this  Amendment,  the Bank  confirms  that any  Mandatory  Permanent
Reduction or Voluntary  Permanent  Reduction as defined above shall constitute a
"Permanent  Reduction"  as  contemplated  by  Section  3  of  the  Subordination
Agreement.

         5. Payment of Fees.  Borrower  shall pay the  reasonable  legal fees of
Bank counsel in connection  with the  preparation  of this Amendment and matters
related thereto.

         6. Reaffirmation. To the extent any term(s) or condition(s) in the Loan
Agreement or any of the  Documents  shall  contradict or be in conflict with the
amended terms of the Loan as set forth  herein,  such terms and  conditions  are
hereby deemed modified and amended accordingly,  upon the effective date hereof,
to  reflect  the terms of the Loan as so amended  herein.  All terms of the Loan
Agreement  and the  Documents,  as amended  hereby,  shall be and remain in full
force and effect and shall constitute the legal, valid,  binding and enforceable
obligations of Borrower to the Bank. As of the date of this Amendment,  Borrower
herein  restates,  ratifies and reaffirms  each and every term and condition set
forth in the Loan  Agreement and the Documents as amended  herein.  There are no
other changes to the Documents, including without limitation the Loan Agreement,
except  for the  changes  specifically  set forth  herein.  Notwithstanding  the
foregoing, Borrower acknowledges and agrees that in addition to amending certain
terms and  conditions of the Loan,  this  Amendment  restates  certain terms and
conditions  previously set forth in the Loan Agreement.  Any terms or conditions
set forth in the Loan Agreement that are not specifically amended or modified by
this Amendment,  even if not specifically  restated herein, shall remain binding
on the parties hereto.

         7. No Waiver. No failure or delay on the part of the Bank in exercising
any right,  power or remedy hereunder or under any other Documents shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further  exercise  thereof or the exercise
of any other right,  power or remedy hereunder or under any other Document.  The
remedies  herein  provided and under any other  Document are  cumulative and not
exclusive of any remedies provided by law.

         8.  Certification.  To  further  induce  the  Bank to enter  into  this
Amendment, Borrower represents and warrants to the Bank as follows: (a) Borrower
is empowered to perform all acts and things undertaken and done pursuant to this
Amendment and has taken all corporate or other action necessary to authorize the
execution,  delivery and performance of the of this Amendment;  (b) the officers
of Borrower  executing  this  Amendment  have been duly elected or appointed and
have been fully  authorized to execute the same at the time  executed;  (c) this
Amendment,  when executed and  delivered,  will be the legal,  valid and binding
obligation of Borrower, enforceable against it in accordance with its respective
terms; and (d) Borrower is delivering to the Bank contemporaneously  herewith, a
certificate  of Borrower's  Secretary  certifying as to the  resolutions  of the
Executive  Committee of  Borrower's  Board of Directors  or the  resolutions  of
Borrower's  Board of Directors  approving  this Amendment and the incumbency and
signatures of the officers of Borrower signing this Amendment.


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         9.  Absence  Of Claim.  To  further  induce the Bank to enter into this
Amendment,  Borrower hereby acknowledges and agrees that, as of the date hereof,
there exists no right of offset, defense,  counterclaim or objection in favor of
Borrower as against the Bank with respect to the Obligations to the Bank.

         10.  Illinois  Law To  Govern.  This  Amendment  and  each  transaction
contemplated  hereunder  shall be deemed to be made under and shall be construed
and interpreted in accordance with the laws of the State of Illinois.

         11.  Binding  Effect.  The terms,  provisions  and  conditions  of this
Amendment  shall be binding  upon and inure to the  benefit  of each  respective
party and their respective legal representatives, successors and assigns.

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

                                        BORROWER:

                                        BROOKDALE LIVING COMMUNITIES, INC.



                                        By:  /s/ Darryl W. Copeland, Jr.
                                             -----------------------------------
                                        Print Name:    Darryl W. Copeland, Jr.
                                        Title:         Executive Vice President

ATTEST:

By:  /s/ Robert J. Rudnik
     --------------------
Print Name:  Robert J. Rudnik
Title:  Secretary


                                        BANK:

                                        LaSALLE NATIONAL BANK



                                        By:  _________________________________
                                        Print Name: __________________________
                                        Title:  ______________________________




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                                    EXHIBIT A

                                     CONSENT




                                      - 6 -

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                                     CONSENT


         The  undersigned,   FBR  ASSET  INVESTMENT   CORPORATION,   a  Virginia
corporation,  hereby  acknowledges  and  consents to the  execution by Brookdale
Living Communities, Inc., a Delaware corporation, of the Tenth Amendment to Loan
Agreement and  Documents  dated April 26, 1999 by and between  Brookdale  Living
Communities,  Inc. and LaSalle National Bank, a copy of which is attached hereto
as  Exhibit A, (the  "Tenth  Amendment"),  and  acknowledges  that the Loan,  as
described in the Tenth Amendment,  is part of the Senior Obligations defined and
described  in the  Subordination  Agreement  entered into as of January 25, 1999
between  FBR  Asset  Investment  Corporation  and  LaSalle  National  Bank  (the
"Subordination  Agreement"),  and that the Subordinated Debt is and continues to
be  subordinate  to the  Senior  Obligations  as set forth in the  Subordination
Agreement.

Dated:   April 26, 1999.


                                   FBR ASSET INVESTMENT CORPORATION


                                   By:  _______________________________
                                   Name:  _____________________________
                                   Title:  ____________________________


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