NINTH AMENDMENT TO LOAN AGREEMENT AND DOCUMENTS


         THIS NINTH AMENDMENT TO LOAN AGREEMENT AND DOCUMENTS, dated as of April
14, 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 -

<PAGE>

         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); 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  (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 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 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), which the Bank is willing to do subject to the
terms and conditions set forth herein.


                                     - 2 -

<PAGE>

         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. Increased Loan Commitment;  Reduction;  Maturity.  As of the date of
this  Amendment,  the Loan  Agreement and the  Documents  are hereby  amended to
increase the principal amount of the Loan and Maximum  Revolving Loan Commitment
from $25,000,000.00 to an amount not to exceed  $29,000,000.00 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,  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 this  Paragraph  2 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 3 of the Eighth Amendment.

         3. Use of Loan Proceeds. Borrower reaffirms and covenants that the Loan
has  been  used and that the Loan  (including  the  $4,000,000  increase  in the
principal amount of the Loan and Maximum Revolving  Commitment  granted pursuant
this  Amendment) will continue to be used by Borrower solely for working capital
or in connection with the acquisition,  leasing or development of Real Property,
including  for the  purpose of funding  expenses  relating  to  Borrower's  Real
Property  located  in New  York,  New  York  (Battery  Park  City);  Southfield,
Michigan, and Austin, Texas.

         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.  Contemporaneous  with and as a  condition  to the
execution of this Amendment,  Borrower shall pay the Bank a fee in the amount of
$10,000.00 (the "Fee"), which Fee is deemed fully earned by the Bank at the time
Borrower and the Bank execute this Amendment,  as additional  consideration  for
increasing the amount of the Loan and Maximum  Revolving Loan  Commitment as set
forth in this  Amendment.  Borrower shall also pay the reasonable  legal fees of
Bank counsel in connection  with the  preparation  of this Amendment and matters
related thereto. In addition to the Fee, Borrower shall continue to be obligated
to pay the Bank the Unused


                                     - 3 -

<PAGE>

Commitment  Fee in the amount of  one-quarter of one percent (1/4%) per annum of
the average unused Maximum Revolving Loan Commitment,  excluding the LC Reserve,
and as otherwise set forth in the Loan Agreement, as amended by this Amendment.

         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.

         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.


                                      - 4 -

<PAGE>

         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:   /s/  David E. Heise
                                   ------------------------------------
                             Print Name:  David E. Heise
                             Title:  Commercial Banking Officer




                                      - 5 -

<PAGE>



                                    EXHIBIT A

                                     CONSENT

<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 (a) the Ninth Amendment to Loan
Agreement and  Documents  dated April 14, 1999 by and between  Brookdale  Living
Communities,  Inc. and LaSalle National Bank, a copy of which is attached hereto
as Exhibit A, (the "Ninth  Amendment"),  and (b) the Fifth  Amended and Restated
Note, dated April 14, 1999, made and delivered by Brookdale Living  Communities,
Inc. to LaSalle  National Bank, a copy of which is attached hereto as Exhibit B,
(the "Fifth  Amended and Restated  Note"),  and  acknowledges  that the Loan, as
described in the Ninth Amendment and Fifth Amended and Restated Note, 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 14, 1999.


                                 FBR ASSET INVESTMENT CORPORATION


                             By: _________________________________
                             Name:  ______________________________
                             Title:  _____________________________