NOTE


$15,000,000.00                                                 Chicago, Illinois
                                                               April      , 1998

         FOR VALUE  RECEIVED,  BROOKDALE  LIVING  COMMUNITIES,  INC., a Delaware
corporation  (the  "Maker"),  with its  principal  place of  business at 77 West
Wacker Drive, Suite 4800, Chicago, Illinois 60601, hereby promises to pay to the
order of LaSALLE NATIONAL BANK, a national banking  association (the ABank@), at
its office at 135 South LaSalle Street,  Chicago,  Illinois 60603, or such other
place as Bank may direct from time to time, in lawful money of the United States
and in  available  funds,  the  principal  amount  of  FIFTEEN  MILLION  DOLLARS
($15,000,000.00),  or such lesser  amount as Bank  advanced  to Maker  hereunder
which is  outstanding  as of the Maturity  Date, as defined in that certain Loan
Agreement  dated the date  hereof by and  between  Maker and the Bank (the "Loan
Agreement").

         All advances under this Note shall bear interest in accordance with and
be governed by the terms and  provisions  of the Loan  Agreement.  All  payments
received  from the Maker  hereunder  shall be applied by the Bank in  accordance
with the terms of the Loan Agreement.

         The Maker may prepay the  outstanding  amounts of the Loan from time to
time in whole or in part on any  business  day without  penalty or premium.  The
Maker may reborrow any amounts  prepaid,  provided all  conditions to the Bank's
obligations  to fund  subsequent  amounts  under  the Loan  Agreement  have been
satisfied.

         This Note is issued  under  the Loan  Agreement,  and this Note and the
Bank are entitled to all of the  benefits,  rights and remedies  provided for by
the Loan Agreement or referred to therein,  to which Loan Agreement reference is
made for a statement  thereof.  All capitalized  terms used herein which are not
defined  herein,  but which are  defined in the Loan  Agreement,  shall have the
meaning prescribed in the Loan Agreement.


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         All unpaid amounts owing on this Note or on any other Obligations under
the Loan  Agreement  or the other  Documents  immediately  shall  become due and
payable at the option of the Bank, without notice or demand, upon the occurrence
of any Event of Default.

         In the event of default in the payment of any sums due under this Note,
the Maker  hereby  agrees  that the Bank may  offset  all  money,  bank or other
deposits or credits now or hereafter held by the Bank or owed by the Bank to the
Maker against all amounts due under this Note or against any other amounts which
may be due the Bank from the Maker.

         No clause or provision  contained in this Note or any documents related
hereto shall be construed or shall so operate (a) to raise the interest rate set
forth in this Note above the lawful maximum, if any, in effect from time to time
in the  applicable  jurisdiction  for loans to  borrowers  of the  type,  in the
amount,  for the  purposes,  and otherwise of the kind  contemplated,  or (b) to
require the payment or the doing of any act  contrary to law,  but if any clause
or provision  contained  shall  otherwise so operate to invalidate this Note, in
whole or in part,  then (i) such clauses or provisions  shall be deemed modified
to the extent  necessary to be in compliance with the law, or (ii) to the extent
not possible,  shall be deemed void as though not contained and the remainder of
this Note and such document shall remain operative and in full force and effect.

         All  makers  and any  endorsers,  guarantors,  sureties,  accommodation
parties and all other persons  liable or to become liable for all or any part of
the  indebtedness  evidenced by this Note,  jointly and severally  waive, to the
extent  permitted by law, except as otherwise  provided in the Loan Agreement or
the other Loan Documents, diligence,  presentment,  protest and demand, and also
notice of protest,  of demand,  of  nonpayment,  of dishonor and of maturity and
also  recourse  or  suretyship  defenses  generally;  and they also  jointly and
severally hereby consent to any and all renewals, extensions or modifications of
the terms of this Note,  including time for payment,  and further agree that any
such  renewals,  extension  or  modification  of the  terms of this  Note or the
release or substitution of any security for the indebtedness  under this Note or
any other  indulgences  shall not affect the liability of any of the parties for
the  indebtedness  evidenced  by this Note.  Any such  renewals,  extensions  or
modifications may be made without notice to any of said parties.

         The  Maker  shall be  liable  to the Bank for all  costs  and  expenses
incurred in connection  with  collection,  whether by suit or otherwise,  of any
amount due under this Note, including, without limitation, reasonable attorneys'
fees, as more fully set forth in the Loan Agreement.



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         This Note shall be governed by and  construed  in  accordance  with the
laws of the State of Illinois.


                                            BROOKDALE LIVING COMMUNITIES, INC.,
                                            a Delaware corporation


                                            By:

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