SIXTH AMENDMENT TO LOAN AGREEMENT AND DOCUMENTS


         THIS SIXTH  AMENDMENT  TO LOAN  AGREEMENT  AND  DOCUMENTS,  dated as of
January 15, 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;




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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 (the Original Loan  Agreement,  as amended by
the First  Amendment,  the Second  Amendment,  the Third  Amendment,  the Fourth
Amendment  and  the  Fifth   Amendment  is  herein  referred  to  as  the  "Loan
Agreement");

         WHEREAS,  subject  to the  terms  and  conditions  of  this  Amendment,
Borrower has requested the Bank to increase the principal amount of the Loan and
of the Maximum Revolving Loan Commitment by $10,000,000.00,  from $15,000,000.00
to  $25,000,000.00,  to which the Bank is willing to agree  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.       Use of Loan  Proceeds.  Borrower  reaffirms and covenants that the Loan
         has been  used and will  continue  to be used by  Borrower  solely  for
         working  capital  or in  connection  with the  acquisition,  leasing or
         development  of Real  Property.  Borrower  further  covenants  that the
         $10,000,000.00 increase in the principal amount of the Loan and Maximum
         Revolving Loan Commitment  granted  pursuant to this Amendment shall be
         used  solely  (a)  for the  purposes  aforesaid,  (b) to fund  expenses
         relating to  Borrower's  Real  Property  located in New York,  New York
         (Battery  Park City),  (c) to support  Borrower's  acquisition  of real
         property located in Quincy, Massachusetts, the facility located thereon
         and the leasing of the real property and facility to a Subsidiary,  and
         (d) to fund other working  capital needs of Borrower and its operations
         and its Subsidiaries.

3.       Outstanding  Principal  Balance of Loan. For purposes of this Amendment
         and the Loan Agreement,  the outstanding  principal balance of the Loan
         at any time shall be the sum of (a) all  amounts  of the Loan  Advances
         made under the Loan Agreement remaining unpaid plus (b) all outstanding
         LC Reserves (as defined in the First Amendment and herein).


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4.       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) April 26, 1999,  (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.

5.       Increased Loan Commitment; Reduction. 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
         $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  Maximum  Revolving  Loan
         Commitment shall also be permanently reduced to an amount not to exceed
         $15,000,000.00 upon a Voluntary Permanent Reduction (as defined herein)
         by Borrower pursuant to Section 12.  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 shall be due and paid in full on such date.

6.       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 from time to time from the date of
         this  Amendment  to and  including  April 1, 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  units of  government  in order to  guarantee
         Borrower's completion of public improvements required by those entities
         in connection with Borrower's  development projects, all subject to the
         conditions  of  this  Section  6 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  outstanding  as of the  proposed
         issuance date, will not exceed the Maximum Revolving Loan Commitment in
         effect as of the proposed  issuance  date.  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").

                  c. Expiry.  The Bank shall not issue any Letter of Credit with
         an expiry date later than April 1, 1999.


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                  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;

                       (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.

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7.       Interest Rate. Except as provided in Section 8 of this Amendment,  Loan
         Advances  under the Loan  Commitment  shall bear  interest at the Prime
         Rate plus  one-half of one percent  (0.50%) per annum.  As set forth in
         the Fifth Amendment,  the Interim Interest Rate is no longer applicable
         and  accordingly,  all references to Interim  Interest Rate in the Loan
         Agreement are hereby deleted.

8.       Default Rate.  The Loan Agreement is hereby amended to provide that any
         Obligation of the Borrower under this Amendment,  the Loan Agreement or
         any of the  other  Documents  which is not paid when  due,  whether  at
         stated maturity,  by acceleration or otherwise,  shall, without notice,
         bear  interest  payable  on  demand  at the then  Prime  Rate plus four
         percent (4.0%). In addition, after the occurrence of any other Event of
         Default  and  delivery to the  Borrower of the Bank's  notice to charge
         post-default interest, all Obligations of the Borrowers hereunder shall
         bear  interest at the rate  provided for in the  immediately  preceding
         sentence.  The  Revised  Default  Rate,  Preliminary  Default  Rate and
         Modified Rate are no longer applicable and accordingly,  all references
         to Revised Default Rate,  Preliminary Default Rate and Modified Rate in
         the Loan Agreement are hereby deleted.

9.       Decrease of Loan  Commitment  Based on Stock Price. If at any time that
         any portion of the loan remains  outstanding  and the closing  price of
         Borrower's publicly traded shares of stock as quoted on the NASDAQ (the
         "Stock  Price")  (the  date  of  the  occurrence  described  herein  is
         hereafter referred to as the "Trigger Date") is:

                  a. Less than $12.50 per share but not less than  $10.00,  the
principal  amount of the Loan and the Maximum  Revolving Loan Commitment  shall,
without further  notice,  be decreased to  $5,000,000.00  and Borrower shall pay
within one business day of the Trigger Date,  without  further notice or demand,
amounts  necessary to reduce the  outstanding  principal  balance of the Loan to
$5,000,000.00.

                  b. Less than $10.00 per share,  the  principal  amount of the
Loan and the Maximum Revolving Loan Commitment shall, without further notice, be
decreased to zero ($0.00) and Borrower  shall pay within one business day of the
Trigger Date, without further notice or demand,  amounts necessary to reduce the
outstanding  principal balance of the Loan to zero ($0.00). If any amount of the
outstanding principal balance of the Loan is comprised of LC Reserves,  Borrower
shall  provide  the  Bank  with  cash  collateral  in an  amount  equal  to  the
outstanding LC Reserve to secure the amount of the outstanding principal balance
comprised of the LC Reserve.

         If the outstanding  principal balance of the Loan is not reduced to the
         applicable  amount by the close of the next  business  day  immediately
         following  the Trigger  Date or if  Borrower  fails to provide the Bank
         with  sufficient  cash collateral as required in subsection (b) herein,
         Borrower  shall be considered in default under the Loan  Agreement and,
         in  addition to all other  rights and  remedies  available  to the Bank
         under the Loan Agreement,  the Documents, at law or equity, any and all
         amounts  outstanding  under the Loan Agreement  shall,  without notice,
         bear  interest  payable on demand at the default  rate of interest  set
         forth in Section 8 of this Amendment.

10.      Maturity Date. The term "Maturity  Date" is hereby amended and restated
         to mean (a) the Interim  Maturity Date as to any and all amounts of the
         outstanding  principal balance of the Loan in excess of $15,000,000.00,
         and (b) April 26, 1999 as to the outstanding  principal  balance of the
         Loan at or below  $15,000,000.00  together  with any accrued but unpaid
         interest  thereon  and any other costs or amount owed to the Bank under
         the Loan Agreement as amended hereby.




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11.      Execution Note.  Contemporaneous  with the execution of this Agreement,
         the Borrower has executed and  delivered a Fourth  Amended and Restated
         Note in the principal sum of up to  $25,000,000.00  evidencing the Loan
         as amended by this  Amendment,  which Fourth  Amended and Restated Note
         shall replace and supersede the Third Amended and Restated Note.

12.      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 $100,000.00 (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. If the outstanding principal balance
         of the Loan and the Maximum  Revolving  Loan  Commitment  is reduced to
         $15,000,000.00  or less on or prior to April  1,  1999,  regardless  of
         whether such  reduction is made  voluntarily  or pursuant to Section 5,
         and  if the  Borrower  is not  otherwise  in  default  under  the  Loan
         Agreement or the  Documents,  fifty  percent  (50%) of the Fee shall be
         refunded to Borrower;  provided that if the reduction to $15,000,000.00
         by Borrower is made  voluntarily,  in order for  Borrower to obtain the
         refund,  Borrower  must  provide Bank with  written  notification  that
         Borrower  desires to  effectively  reduce the  Maximum  Revolving  Loan
         Commitment  to  $15,000,000.00   or  less  (the  "Voluntary   Permanent
         Reduction").  Upon receipt by Bank of  Borrower's  written  notice of a
         Voluntary  Permanent  Reduction,  the Maximum Revolving Loan Commitment
         shall be permanently reduced to an amount not to exceed $15,000,000.00.
         If Borrower fails to provide Bank with such written  notification,  the
         Maximum  Revolving Loan Commitment shall remain at  $25,000,000.00  and
         Borrower shall not be entitled to the refund set forth in the preceding
         sentence.  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  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.

13.      NASDAQ  Registration.  If at any  time  that  any  portion  of the loan
         remains  outstanding  and  Borrower's  publicly  traded shares of stock
         cease to be quoted on the NASDAQ, Borrower shall be considered to be in
         default under the Loan Agreement.

14.      Information.  Borrower shall provide Bank, upon request, with copies of
         all documentation and information  concerning the Subordinated Note and
         the outside financing referred to in this Amendment.

15.      Year 2000 Problem.  Borrower  reaffirms and covenants that Borrower and
         its  Subsidiaries  have  reviewed the areas  within their  business and
         operations which could be adversely  affected by, and have developed or
         are  developing a program to address on a timely basis,  the "Year 2000
         Problem" (that is, the risk that computer applications used by Borrower
         and its  Subsidiaries  may be unable to recognize and perform  properly
         date-sensitive  functions involving certain dates prior to and any date
         after December 31, 1999), and have made related  appropriate inquiry of
         material  suppliers  and  vendors.  Based on such  review and  program,
         Borrower believes that the "Year 2000 Problem" will not have a material
         adverse  effect on Borrower.  From time to time,  at the request of the
         Bank,  Borrower  and its  Subsidiaries  shall  provide to the Bank such
         updated  information  or  documentation  as is requested  regarding the
         status of their efforts to address the Year 2000 Problem.

16.      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

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         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.

17.      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.

18.      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.

19.      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.

20.      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.

21.      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.


                                      - 7 -

<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

                                      - 8 -