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                                                                   Exhibit 10.43

                         STOCK PURCHASE AGREEMENT AND
                      AGREEMENT CONCERNING OPTION SHARES
                      ----------------------------------


     THIS STOCK PURCHASE AGREEMENT AND AGREEMENT CONCERNING OPTION SHARES (this
"Agreement"), is made and entered as of the 7th day of May, 1997, by and among
The Prime Group, Inc., an Illinois corporation ("PGI"), Prime Group VI , L.P.,
an Illinois limited partnership ("PG6LP"), and Darryl W. Copeland, Jr., an
individual currently residing at 54 Petty Road, Cranbury, New Jersey 08512
("DWC").
  


                                  WITNESSETH
                                  ----------


     WHEREAS, PGI and DWC are parties to that certain Stock Option and Deposit
Agreement (the "Stock Option Agreement"), dated as of the date hereof, pursuant
to which PGI grants to DWC the option to purchase 100,000 shares (the "Option
Shares") of common stock of Brookdale Living Communities, Inc., a Delaware
corporation ("Brookdale"); and

     WHEREAS, in connection with the initial public offering of Brookdale, which
was completed on the date hereof, (i) PGI received 1,382,410 shares (the "PGI
Shares") of common stock of Brookdale, (ii) Prime Group Limited Partnership, an
Illinois limited partnership and an affiliate of PGI ("PGLP"; PGI, PG6LP and
PGLP are sometimes referred to herein collectively as the "Prime Entities"),
received 320,633 shares (the "PGLP Shares") of common stock of Brookdale, (iii)
Mark J. Schulte ("MJS ") received 296,957 shares (the "MJS Shares") of common
stock of Brookdale and (iv) PG6LP purchased 2,500,000 shares (the "PG6LP
Shares") of common stock of Brookdale for $10.695 per share; and

     WHEREAS, PG6LP financed a portion of the purchase price for the PG6LP
shares with the proceeds of a loan (the "HR Loan") in the amount of Eighteen
Million and no/100 Dollars ($18,000,000.00) made to PG6LP by Healthcare Realty
Trust Incorporated, a Maryland real estate investment trust ("HR"); and
                    
     WHEREAS, to satisfy a requirement imposed by HR as a condition to making
the HR Loan, all of the PGLP Shares, all of the MJS Shares, all of the PG6LP
Shares (the "Pledged PG6LP Shares") and 1,369,910 of the PGI Shares (the
"Pledged PGI Shares") were pledged to HR to secure the repayment of the HR Loan
(all shares pledged to HR to secure the HR Loan are referred to herein,
collectively as the "Pledged Shares"); and

     WHEREAS, the Pledged PGI Shares include the Option Shares; and

     WHEREAS, DWC desires to purchase from PG6LP, and PG6LP desires to sell to
DWC,

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25,000 shares (including any adjustments pursuant to paragraph 1(c) below, the
"Purchase Shares") of common stock of Brookdale upon the terms and subject to
the conditions set forth in this Agreement; and

     WHEREAS, the Pledged PG6LP Shares include the Purchase Shares.

     NOW THEREFORE, in consideration for the mutual agreements, covenants,
representations and warranties set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which we hereby acknowledged, the
parties hereto agree as follows:

     1.   PG6PL hereby agrees to sell the Purchase Shares to DWC, and DWC hereby
agrees to purchase the Purchase Shares from PG6LP, upon the following terms and
conditions:

          (a)  The purchase price (the "Purchase Price") for the Purchase Shares
     shall be Two Hundred Seventy-Two Thousand Seven Hundred Twenty-Two and
     50/100 Dollars ($272,722.50), payable at the Closing (defined below) in
     immediately available funds. The Purchase Price shall be reduced by the
     amount of any cash distributions received by PG6LP with respect to the
     Purchase Shares to the extent any such cash distribution exceeds the
     aggregate amount of the Unpaid Portions (defined below) as of the date on
     which such cash distribution is received.

          (b)  From and after the date hereof until the Closing, DWC shall pay
     to PG6LP the following:

               (i)   Until the HR Loan is repaid or refinanced, but subject
          to the provisions of subparagraph 1(b)(iii) hereof, (A) on the first
          business day of each month, commencing June 1, 1997, DWC shall pay
          PG6LP an amount calculated at the rate of 10.25% per annum on the
          Purchase Price, computed on the basis of a year of 360 days and actual
          days elapsed, and (B) on each June 30, 1997, September 30, 1997,
          December 31, 1997 and March 31, 1998, DWC shall pay PG6LP the sum of
          Two Thousand Six Hundred Seventy-Three and 75/100 Dollars ($2,673.75).

               (ii)  After the HR Loan is repaid or refinanced, but subject to
          the provisions of subparagraph 1(b)(iii) hereof, on the first business
          day of each month, commencing on the first month following the date on
          which the HR Loan is repaid or refinanced, DWC shall pay PG6LP an
          amount calculated at the rate of 8.75% per annum on the Purchase
          Price, computed on the basis of a year of 360 days and actual days
          elapsed. (The amounts payable pursuant to subparagraphs 1(b)(i) and
          1(b)(ii) hereof are referred to as the "Periodic Payments".)

               (iii) DWC shall be obligated to pay only one-half of the Periodic
          Payments otherwise payable pursuant to subparagraph 1(b)(i) and
          1(b)(ii) hereof unless and until DWC receives bonuses or other cash
          compensation (other than base salary) from 

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          Brookdale from and after the date hereof. In the event any portion of
          the Periodic Payments (the "Unpaid Portion") are not paid in
          accordance with this subparagraph 1(b)(iii) because DWC has not
          received a sufficient amount of bonuses or other cash compensation
          (other than base salary), said Unpaid Portion shall accrue (without
          interest). The Unpaid Portion (or a portion thereof) shall be payable
          by DWC to PG6LP promptly following the receipt by DWC of a bonus or
          other cash compensation from Brookdale, upon which, DWC shall pay PGI
          the lesser of (A) the aggregate amount of the Unpaid Portions not
          previously paid or (B) the amount of the bonus or the cash
          compensation (other than base salary) received by DWC from Brookdale
          (net of income tax withholdings and other payroll deductions). In
          addition, the amount of the Unpaid Portions shall be reduced by the
          amount of any cash distributions received by PG6LP with respect to the
          Purchase Shares. Any Unpaid Portions not paid prior to the Closing
          shall be due and payable in full at the Closing.

          (c)  The Purchase Shares shall be adjusted for or include, as the case
     may be,  any stock issued by Brookdale with respect to the Purchase Shares
     as a result of or in connection with a stock dividend, stock split, spin-
     off or other non-cash distributions occurring prior to the Closing.

          (d)  PG6LP will notify DWC in writing of the amounts due PG6LP under
     this paragraph 1.  In the event DWC fails to pay any amount due and payable
     pursuant to subparagraph 1(b) hereof within fifteen (15) business days
     after written notice from PG6LP to DWC, PG6LP shall have the right to
     terminate the right of DWC to purchase the Purchase Shares.

          (e)  The purchase and sale of the Purchase Shares (the "Closing")
     pursuant to this subparagraph 1 shall occur on a date (the "Closing Date")
     designated by DWC upon not less than five (5) business days written notice
     to PG6LP; provided, however, the Closing Date shall not be later than May
     8, 2000. In the event the Closing does not occur on or before May 8, 2000,
     DWC's right to purchase the Purchase Shares, and PG6LP's obligation to sell
     the Purchase Shares, shall automatically terminate.

          (f)  DWC shall have no voting rights as a shareholder with respect to
     the Purchase Shares until the Closing of the purchase and sale of the
     Purchase Shares.

          (g)  In the event DWC acquires the Option Shares before DWC pays in
     full all amounts payable under this paragraph 1, DWC shall pledge the
     Option Shares to PG6LP to secure DWC's obligation to pay the Purchase
     Price, the Periodic Payments and  the Unpaid Portions pursuant to this
     paragraph 1.

          (h)  Notwithstanding anything in this Agreement to the contrary, in
     the event of a failure by DWC to pay the Purchase Price and the Periodic
     Payments, PG6LP's remedies shall be limited to (i) terminating the
     agreement for the sale and purchase of the Purchase 

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     Shares, (ii) terminating the Stock Option Agreement (to the extent DWC has
     not previously exercised the option under the Stock Option Agreement and
     purchased some or all of the Option Shares), (iii) foreclosing on the
     Option Shares previously acquired by DWC and pledged to PG6LP to secure the
     payments due under this paragraph 1, and (iv) bringing an action at law to
     recover from DWC the portion of the Periodic Payments which are due and
     payable by DWC under paragraph 1(b) hereof excluding that portion of the
     Periodic Payments which are payable only to the extent of bonuses and other
     cash compensation (other than base salary) received by DWC.

     2.   (a)  DWC hereby acknowledges, consents to and approves the pledge by
     PG6LP to HR of the Pledged PG6LP Shares, including the Purchase Shares.
     DWC hereby subordinates his right to purchase the Purchase Shares pursuant
     to paragraph 1 hereof to the rights and interests of HR in the Purchase
     Shares as set forth in that certain Pledge and Security Agreement, dated as
     of the date hereof, between PG6LP and HR.  DWC acknowledges and agrees that
     DWC shall not be entitled to purchase the Purchase Shares unless and until
     the pledge of the Pledged PG6LP Shares to HR is terminated, and
     acknowledges and agrees that a foreclosure by HR on the Purchase Shares
     shall not affect DWC's obligation to pay to PGI the Purchase Price, the
     Periodic Payments and the Unpaid Portions in accordance with paragraph 1
     hereof even if PGI does not own some or all of the Purchase Shares, as if
     DWC purchased the Purchase Shares as of the date hereof in consideration
     for the delivery to PGI of a note in the principal amount equal to the
     Purchase Price.

          (b)  DWC hereby acknowledges, consents to and approves the pledge by
     PGI to HR of the Option Shares.  DWC hereby subordinates his rights and
     interests in and to the Option Shares to the rights and interest of HR in
     the Option Shares as set forth in that certain Pledge and Security
     Agreement, dated as of the date hereof, between PGI and HR.  DWC
     acknowledges and agrees that DWC shall not be entitled to exercise his
     option to purchase the Option Shares, unless and until the pledge of the
     Pledged PGI Shares to HR is terminated.

          (c) (i) In the event HR forecloses on all of the Pledged Shares, PGI
          shall pay to DWC an amount equal to 125,000 (representing the
          aggregate number of Purchase Shares and the Option Shares) multiplied
          by the Effective Per Share Foreclosure Sales Price (defined below),
          but only to the extent of the aggregate amount of cash, if any,
          received by the Prime Entities in connection with such foreclosure
          (after all amounts due under the HR Loan have been paid in full and
          after PGI has satisfied its obligations to MJS with respect to the
          Pledged MJS Shares pursuant to that certain letter agreement, dated as
          of the date hereof (the "PGI/MJS Letter Agreement"), a copy of which
          is attached hereto as Exhibit A); provided, however, that any cash to
          which DWC is entitled under this subparagraph 2(c)(i) shall be applied
          against, and shall reduce, the amount of the Purchase Price, together
          with the aggregate amount of all accrued but unpaid Periodic Payments
          (including the aggregate amount of all Unpaid Portions), with the
          balance payable to DWC, and the obligations of the parties

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          hereto under paragraph 1 hereof shall terminate.

               (ii) In the event HR forecloses on some but not all of the
          Pledged Shares, and if at least 421,957 of the Pledged Shares are
          returned to the Prime Entities and MJS in connection with such
          foreclosure (after all amounts due under the HR Loan have been paid in
          full), (A) the Prime Entities shall deliver to MJS up to 296,957 of
          the returned Pledged Shares in accordance with the PGI/MJS Letter
          Agreement, and (B) the Prime Entities shall deliver 100,000 of the
          returned Pledged Shares to DWC upon the exercise by DWC of the option
          to purchase the Option Shares and the payment by DWC to PGI of the
          purchase price for the Option Shares in accordance with the terms of
          the Stock Option Agreement, and DWC shall, in turn, pledge such
          100,000 shares to PG6LP to secure DWC's obligation to purchase the
          Purchase Shares in accordance with paragraph 1 of this Agreement.

               (iii) In the event HR forecloses on some but not all of the
          Pledged Shares, and if at least 396,957 but less than 421,957 of the
          Pledged Shares are returned to the Prime Entities and MJS in
          connection with  such foreclosure (after all amounts due under the HR
          Loan have been paid in full), (A) the Prime Entities shall deliver to
          MJS up to 296,957 of  the returned Pledged Shares in accordance with
          the PGI/MJS Letter Agreement, (B) the Prime Entities shall deliver
          100,000 of the returned Pledged Shares to DWC upon the exercise by DWC
          of the option to purchase the Option Shares and the payment by DWC to
          PGI of the purchase price for the Option Shares in accordance with the
          terms of the Stock Option Agreement, and DWC shall, in turn, pledge
          such 100,000 shares to PG6LP to secure DWC's obligation to purchase
          the Purchase Shares in accordance with paragraph 1 of this Agreement;
          provided, however, that the number of Purchase Shares which PG6LP is
          obligated to deliver to DWC pursuant to paragraph 1 hereof shall be
          reduced to the remaining balance of the Pledged Shares returned to the
          Prime Entities, and the Purchase Price shall be reduced by an amount
          equal to the lesser of (1) the number by which the number of Purchase
          Shares is reduced pursuant to this paragraph 2(c)(iii) multiplied by
          the Effective Per Share Foreclosure Sales Price and (2) the aggregate
          amount of cash received by the Prime Entities in connection with the
          HR foreclosure (after all amounts due under the HR Loan have been paid
          in full).

               (iv)  In the event HR forecloses on some but not all of the
          Pledged Shares, and if at least 296,957 but less than 396,957 of the
          Pledged Shares are returned to the Prime Entities and MJS in
          connection with such foreclosure (after all amounts due under the HR
          Loan have been paid in full), (A) the Prime Entities shall deliver to
          MJS up to 296,957 of the returned Pledged Shares in accordance with
          the PGI/MJS Letter Agreement, (B) the number of Option Shares which
          DWC has an option to purchase pursuant to the Stock Option Agreement
          shall be reduced by the remaining balance of the returned Pledged
          Shares and such returned Pledged Shares shall be delivered to DWC upon
          the exercise by DWC of the option to purchase such shares pursuant

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          to the Stock Option Agreement and the payment by DWC of an amount
          equal to $0.01 per share,  and DWC shall, in turn, pledge such shares
          to PG6LP to secure DWC's obligation to purchase the Purchase Shares in
          accordance with paragraph 1 of this Agreement, (C) PG6LP shall not be
          required to deliver any Purchase Shares at the Closing pursuant to
          paragraph 1 hereof, and (D) the Purchase Price payable by DWC pursuant
          to paragraph 1 of this Agreement shall be reduced by an amount equal
          to the lesser of (1) the Effective Per Share Foreclosure Sales Price
          multiplied by the sum of 25,000 plus the number of shares by which the
          Option Shares are reduced pursuant to subparagraph (B) of this
          paragraph 2(c)(iv), and (2) the aggregate amount of cash, if any,
          received by the Prime Entities in connection with the HR foreclosure
          (after all amounts due under the HR Loan have been paid in full).

               (v)  In the event HR forecloses on some but not all of the
          Pledged Shares, and if less than 296,957 of the Pledged Shares are
          returned to the Prime Entities and MJS in connection with such
          foreclosure (after all amounts due under the HR Loan have been paid in
          full) (A) (1) the Prime Entities shall deliver to MJS all of the
          Pledged Shares returned to the Prime Entities in accordance with the
          PGI/MJS Letter Agreement, and (2) PGI shall pay to MJS all or a
          portion of any cash received by the Prime Entities in connection with
          the HR foreclosure in accordance with the PGI/MJS Letter Agreement,
          and (B) PGI shall pay to DWC an amount equal to the lesser of (1) the
          balance of the cash, if any, received by the Prime Entities in
          connection with HR foreclosure and (2) 125,000 multiplied by the
          Effective Per Share Foreclosure Sales Price, provided, however, the
          Prime Entities shall retain such cash to the extent of, and shall
          apply such cash against, the amount of the Purchase Price, together
          with the aggregate amount of all accrued but unpaid Periodic Payments
          (including the aggregate amount of all Unpaid Portions) payable by DWC
          under paragraph 1 hereof, and the obligations of the parties hereto
          under paragraph 1 hereof shall terminate.

               (vi) For purposes hereof, (a) the term "Effective Per Share
          Foreclosure Sales Price") shall mean the quotient of (A) the amount by
          which the aggregate amount due under the HR Loan (including interest,
          fees, costs and expenses payable thereunder) is reduced in connection
          with the HR foreclosure, divided by (B) the number of Pledged Shares
          on which HR forecloses, (b) Pledged Shares shall be deemed to have
          been foreclosed on by HR to the extent such Pledged Shares are sold by
          HR, and (c) the Pledged Shares returned to the Prime Entities and MJS
          shall include the Pledged Shares with respect to which HR has released
          the pledge and its security interests and, accordingly, a Prime Entity
          or MJS holds such Pledged Shares free and clear of any pledge or
          security interest in favor of HR.

     3.   (a) PGI hereby agrees that, in connection with the repayment or
     refinancing of the HR Loan, PGI will cause the pledge to HR of the Option
     Shares to be released and terminated, and that, following such release and
     termination of the pledge to HR of the Option Shares, PGI will deposit the
     Option Shares with Winston & Strawn, as "Escrow Agent" under the

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     Stock Option Agreement and the Option Shares shall thereafter be held in
     accordance with the terms of the Stock Option Agreement.

          (b)  PG6LP hereby agrees that, in connection with the repayment or
     refinancing of the HR Loan, PG6LP will cause the pledge to HR of the
     Purchase Shares to be released and terminated, and that, following said
     release and termination of the pledge to HR of the Purchase Shares, PG6LP
     will hold the Purchase Shares free and clear of all pledges, liens,
     security interests and other encumbrances unless and pursuant to paragraph
     1 hereof terminates, and, at DWC's request, PG6LP will deposit the Purchase
     Shares in an escrow with Winston & Strawn or another escrow agent
     reasonably acceptable to PG6LP and DWC pursuant to an escrow agreement
     reasonably acceptable to PG6LP and DWC.

     4.   All notices and other communications provided for herein (including,
without limitation, any modifications of, or consents under, this Agreement)
shall be given or made by Telecopy, or in writing and telecopied (with
confirmation), mailed, sent by overnight courier or delivered to the intended
recipient at the address specified below; or, as to any party, at such other
address as shall be designated by such party in a notice to each other party.
Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopier (with confirmation
or receipt), or personally delivered or, in the case of a mailed or couriered
notice, upon receipt, in each case given or addressed as aforesaid.  The giving
of any notice required hereunder may be waived in writing by the party entitled
to receive such notice.

          If to DWC, to:

               Darryl W. Copeland, Jr.
               c/o Brookdale Living Communities, Inc.
               77 West Wacker Drive
               Chicago, Illinois  60601
               Telecopy Number:  (312) 917-0460

          If to PGI, to:

               The Prime Group, Inc.
               77 West Wacker Drive, Suite 3900
               Chicago, Illinois  60601
               Attention:  Michael W. Reschke
               Telecopy Number: (312) 917-1511

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          With a copy to:

               The Prime Group, Inc.
               77 West Wacker Drive, Suite 3900
               Chicago, Illinois  60601
               Attention:  Robert J. Rudnik, Esq.
               Telecopy Number: (312) 917-1684

          If to PG6LP, to:

               Prime Group VI, L.P.
               c/o The Prime Group, Inc.
               77 West Wacker Drive, Suite 3900
               Chicago, Illinois  60601
               Attention:  Michael W. Reschke
               Telecopy Number: (312) 917-1511

          With a copy to:

               The Prime Group, Inc.
               77 West Wacker Drive, Suite 3900
               Chicago, Illinois  60601
               Attention:  Robert J. Rudnik, Esq.
               Telecopy Number: (312) 917-1684

     5.   Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction or invalidate any other provision of this Agreement in such
or any other jurisdiction.

     6.   This Agreement may be executed by the parties hereto in counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.

     7.   None of  PGI, PG6LP or DWC may assign its rights or obligations
hereunder without the prior written consent of the other parties.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns and shall be binding upon
and inure to the benefit of DWC's heirs.

     8.   This Agreement may be amended, and compliance with any provision
hereof may be waived, but only in a written instrument signed by PGI, PG6LP and
DWC.

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     9.   THE TERMS OF THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS
(EXCLUSIVE OF ANY RULES AS TO CONFLICT OF LAWS).

     10.  All defined terms used in this Agreement which refer to other
documents shall be deemed to refer to such other documents as they may be
amended from time to time, provided such documents were not amended in breach of
a covenant contained in this Agreement or any such other document.

     11.  The term "business day" shall mean any day other than a Saturday,
Sunday or any other day on which banks in the Chicago, Illinois are required or
authorized to close.


                           [signature page follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date first set forth above.

                              THE PRIME GROUP, INC.

                              By:    Michael W. Reschke
                                     --------------------------
                              Title: President
                                     --------------------------
                                     
                              PRIME GROUP VI, L.P.


                              By:    PGLP, Inc.
                                     Managing General Partner

                              By:    Michael W. Reschke
                                     --------------------------
                              Title: President
                                     --------------------------
                              Name:  Michael W. Reschke
                                     --------------------------


                              Darryl W. Copeland, Jr.
                              ---------------------------------
                              Darryl W. Copeland, Jr.

                                       10
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                                   EXHIBIT A

                           PGI/MJS LETTER AGREEMENT
                           ------------------------

                                       11