EIGHTH AMENDMENT TO LOAN AGREEMENT AND DOCUMENTS


         THIS EIGHTH  AMENDMENT TO LOAN  AGREEMENT  AND  DOCUMENTS,  dated as of
March 24, 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");

         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;

         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;

         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;


                                      - 1 -

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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;

         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 ;

         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;

         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) (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 and
this Amendment is herein referred to as the "Loan Agreement"); and

         WHEREAS,  subject  to the  terms  and  conditions  of  this  Amendment,
Borrower has  requested the Bank 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
hereof to be a date not later than December 31, 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 -

<PAGE>



         2.   Letters of Credit.  Provided  Borrower is otherwise in  compliance
with all terms and  conditions  of the Loan  Agreement,  the  Documents and this
Amendment,  the Bank agrees to issue or renew from time to time from the date of
this Amendment to and including  December 31, 1999, standby letters of credit (a
"Letter of Credit" and,  collectively,  the "Letters of Credit") for the account
of Borrower to and for the benefit of municipalities and other government and/or
quasi-governmental  units  or to and  for  the  benefit  of  Battery  Park  City
Authority in order to guarantee Borrower's  completion of improvements  required
by those  entities in  connection  with  Borrower's  development  projects,  all
subject to the  conditions  of this Section 2 and which,  when added to: (a) the
aggregate amount of all other Letters of Credit outstanding,  issued or approved
by the Bank as of the proposed  issuance date,  and (b) the aggregate  amount of
Loan Advances, if any, outstanding,  excluding Loan Advances made as a result of
LC Drawings (as defined  herein),  as of the proposed  issuance  date,  will not
exceed  the  Maximum  Revolving  Loan  Commitment  in effect as of the  proposed
issuance date; provided,  however,  that after the Maturity Date, the Bank shall
permit  Letters of Credit not in excess of  $6,000,000  in the  aggregate  to be
issued,  reissued and remain  outstanding  until the LC Maturity  Date. All such
Letters of Credit shall  expire on or before  December 31, 1999 and shall at all
times be governed by and subject to the terms and  conditions of this  Amendment
and the Loan  Agreement.  The  Letters  of Credit  shall  also be subject to the
following conditions:

                  a.  Application  and  Agreement.  As a condition of the Bank's
         obligation to issue a particular  Letter of Credit,  Borrower,  through
         the Authorized  Borrower  Representative,  shall notify the Bank of the
         particulars  of the Letter of Credit  not less than three (3)  business
         days in advance, and Borrower shall provide such borrowing  resolutions
         and  information,   and  execute  such   applications,   documents  and
         agreements as are required by the Bank,  including without  limitation,
         the Bank's  standard form of  application  and credit  agreement.  ("LC
         Documents").

                  b. Reserve.  The stated amount of each Letter of Credit issued
         by the Bank  shall  reduce  the amount of the  Maximum  Revolving  Loan
         Commitment  then  in  effect  in  accordance  with  the  terms  of this
         Agreement on a dollar for dollar basis ("LC  Reserve").  The  aggregate
         amount of the LC  Reserve  outstanding  at any time  shall  not  exceed
         $6,000,000.00.

                  c. Expiry.  The Bank shall not issue any Letter of Credit with
         an expiry date later than  December  31,  1999,  on which date all such
         Letters of Credit shall expire (the "LC Maturity  Date").  Upon written
         request by Borrower,  the Bank shall execute and deliver to any holders
         of Letters of Credit  existing  as of the date of this  Amendment  such
         documents as are necessary to extend the expiry date of such Letters of
         Credit to a date not later than the LC Maturity Date.

                  d. Fee. Borrower shall pay the Bank a fee in the amount of one
         percent  (1%) per annum of the stated  amount of each  Letter of Credit
         issued by the Bank at the request of Borrower, fully earned and payable
         quarterly  in  advance.  If the  Letter of Credit  expires  during  the
         quarter,  the fee shall be  pro-rated  based upon the number of days in
         the quarter that the Letter of Credit is outstanding. As a condition to
         the issuance of each Letter of Credit,  Borrower shall pay the Bank the
         quarterly  portion of the Letter of Credit fee stated in the  preceding
         sentence.

                  e.  Payment.  Each drawing  under the Letter of Credit (an "LC
         Drawing") shall  constitute a Loan Advance under the Loan Agreement and
         shall be payable in  accordance  with the terms and  provisions  of the
         Loan  Agreement  with  respect  to  other  Loan  Advances.   Borrower's
         obligation  to pay all LC  Drawings  shall  be  absolute,  irrevocable,
         unconditional  and  without  setoff  under  any and  all  circumstances
         whatsoever,  including,  without  limitation,  any  of  the  following,
         whether or not with notice to, or the consent of, Borrower:

                           (i)    Any lack of  validity or  enforceability  of a
                  Letter  of  Credit,  the  Loan  Agreement,  or  any  of the LC
                  Documents;

                                      - 3 -

<PAGE>






                           (ii)   The existence of any claim,  set-off,  defense
                  or other right which Borrower may have at any time against the
                  beneficiary  of a Letter  of  Credit,  the  Bank or any  other
                  person or entity,  whether in connection with the transactions
                  contemplated herein or therein or any unrelated transaction;

                           (iii)  Any statement or any other document  presented
                  under a Letter of Credit  proving  to be  forged,  fraudulent,
                  invalid  or  insufficient  in any  respect  or  any  statement
                  therein being untrue or inaccurate in any respect whatsoever;

                           (iv)   Payment  by the Bank  under a Letter of Credit
                  against  presentation of a draft or certificate which does not
                  comply with the terms of the Letter of Credit;

                           (v)    Any  failure,  omission,  delay or lack on the
                  part of the Bank or any  party to any of the LC  Documents  to
                  enforce,  assert  or  exercise  any  right,  power  or  remedy
                  conferred  upon  the  Bank  or any  such  party  under  the LC
                  Documents,  or any other acts or  omissions on the part of the
                  Bank or any such party;

                           (vi)   The  voluntary  or  involuntary   liquidation,
                  dissolution, sale or other disposition of all or substantially
                  all the  assets of  Borrower,  the  receivership,  insolvency,
                  bankruptcy,   assignment   for  the   benefit  of   creditors,
                  reorganization,  arrangement,  composition  with  creditors or
                  readjustment or other similar  proceedings  affecting Borrower
                  or any of the assets of Borrower, or any allegation or contest
                  of the validity of this  Amendment,  the Loan  Agreement,  the
                  Letter  of  Credit  or any of the LC  Documents,  in any  such
                  proceeding; or

                           (vii)  Any other event or action  that would,  in the
                  absence of this clause,  result in the release or discharge by
                  operation  of  law  of  Borrower  from  the   performance   or
                  observance of any obligation,  covenant or agreement contained
                  in this Amendment, the Loan Agreement, the Letter of Credit or
                  any of the LC Documents.

                  f. LC  Documents.  Each Letter of Credit  shall be governed by
         and subject to the LC Documents required to be executed by Borrower for
         each such Letter of Credit. In the event of any conflict between any of
         the terms of the LC Documents  and any of the terms of this  Amendment,
         the terms of this Amendment shall control.

As of the date of this Agreement,  the provisions of this paragraph are intended
to and shall  supersede  and replace the  provisions of Paragraph 6 of the Sixth
Amendment.

         3.   Permanent Reduction. Effective as of January 15, 1999 and pursuant
to the Sixth Amendment and the Seventh  Amendment,  the principal  amount of the
Loan and Maximum Revolving Loan Commitment was increased from  $15,000,000.00 to
an amount not to exceed  $25,000,000.00 until the Interim Maturity Date on which
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, and (b) the Maximum Revolving Loan Commitment shall be permanently reduced
to an amount not to exceed $15,000,000.00 (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  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

                                      - 4 -

<PAGE>



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,
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 this  Paragraph  3 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  and
replace the provisions of Paragraph 5 of the Sixth  Amendment and Paragraph 3 of
the Seventh Amendment.

         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.

         5.  Bank Consents.

                  a.  The  Bank  hereby  acknowledges  that  the  Bank  has been
         provided copies of the commitment letter dated October 23, 1998 (a true
         and  correct  copy of which is  attached  hereto as  Exhibit B) setting
         forth the terms and conditions of the financing for the construction of
         a facility in Glen Ellyn, Illinois and commitment letter dated February
         2, 1999 (a true and correct copy of which is attached hereto as Exhibit
         C) setting  forth the terms and  conditions  of the  financing  for the
         construction of a facility in Raleigh, North Carolina, and has approved
         the terms and conditions of such financings.

                  b. The Bank hereby  consents to the  execution and delivery by
         Borrower  to Battery  Park City  Authority  ("BPCA")  of a Guaranty  of
         Completion  dated as of February  28, 1999 (a true and correct  copy of
         which is attached hereto as Exhibit D) (the "BPC Completion  Guaranty")
         in connection with the agreement by BPCA to permit the  continuation of
         the construction of the facility in Battery Park City.

         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.


                                      - 5 -

<PAGE>



         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  approving this Amendment
and the  incumbency  and  signatures  of the  officers of Borrower  signing this
Amendment.

         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:        


                                      - 6 -

<PAGE>



                                    EXHIBIT A

                                     CONSENT


                                      - 7 -

<PAGE>


                                     CONSENT


         The  undersigned,   FBR  ASSET  INVESTMENT   CORPORATION,   a  Virginia
corporation,  hereby  acknowledges and consents to execution by Brookdale Living
Communities,  Inc.,  a  Delaware  corporation,  of the Eight  Amendment  to Loan
Agreement and  Documents  dated March 24, 1999 by and between  Brookdale  Living
Communities,  Inc. and LaSalle National Bank, a copy of which is attached hereto
as Exhibit A.

Dated:   March 25, 1999.


                                     FBR ASSET INVESTMENT CORPORATION


                                  By:  /s/ Elaine M. Clancy
                                       -----------------------------------
                                  Name:  Elaine M. Clancy
                                  Title:  Chief Financial Officer

                                      - 8 -