CNL HEALTH CARE PROPERTIES INC
424B3, 2000-04-27
REAL ESTATE INVESTMENT TRUSTS
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                                                                  Rule 424(b)(3)
                                                                   No. 333-47411

                        CNL HEALTH CARE PROPERTIES, INC.

         This Supplement is part of, and should be read in conjunction with, the
Prospectus dated March 31, 2000.  Capitalized terms used in this Supplement have
the same meaning as in the Prospectus unless otherwise stated herein.

         Information  as to the type of  Property  acquired  by the  Company  is
presented  as of April 20, 2000,  and all  references  to Property  acquisitions
should be read in that  context.  Proposed  properties  for  which  the  Company
receives initial commitments,  as well as property acquisitions that occur after
April 20, 2000, will be reported in a subsequent Supplement.


                               RECENT DEVELOPMENTS

         The Company  recently  acquired a Brighton  Gardens(R)  by  Marriott(R)
assisted living Property located in Orland Park,  Illinois.  The assisted living
community,  which is located  southwest of Chicago,  is approximately  six miles
from two medical  facilities,  Palos Community Hospital and Oak Forest Community
Hospital,  and less than two  miles  from the  Orland  Square  Shopping  Center.
According to a report  published by Project  Market  Decision  and  Claritas,  a
research and data collection firm, the greater Chicago area is the third largest
seniors  market in the country with more than 263,800  seniors age 75 and older.
The number of seniors in the ten-mile area  surrounding the Property is expected
to grow by 11% between  1999 and 2004.  The newly  constructed  assisted  living
Property,  which  commenced  operations  in October  1999,  has 106  units.  The
Company's  interest in the Property is focused on real estate only, not assisted
living operations.


                                  THE OFFERING

         As of July 13, 1999,  the Company had received  aggregate  subscription
proceeds of $2,751,052 from 121 investors,  which exceeded the minimum  offering
amount of $2,500,000, and $2,526,052 of the funds were released from escrow. The
remaining  subscription  proceeds of $225,000  (representing funds received from
Pennsylvania  investors)  will be held in escrow  until  aggregate  subscription
proceeds  total at least  $7,775,000.  As of April 20,  2000,  the  Company  had
received  aggregate  subscriptions  for 708,938 Shares  totalling  $7,089,384 in
Gross  Proceeds,  including  2,319  Shares  ($23,190)  issued  pursuant  to  the
Reinvestment Plan and 38,300 Shares ($383,000) from Pennsylvania  investors.  As
of April 20,  2000,  net proceeds to the Company from its offering of Shares and
capital contributions from the Advisor,  after deduction of Selling Commissions,
marketing   support   and  due   diligence   expense   reimbursement   fees  and
Organizational and Offering Expenses paid totalled approximately $6,134,000. The
Company  has  used  approximately   $6,100,000  of  Net  Offering  Proceeds  and
$8,100,000 in advances relating to the Line of Credit, described in "Business --
Borrowing," to invest approximately  $13,900,000 in one assisted living Property
and to pay  approximately  $302,000 in Acquisition Fees and certain  Acquisition
Expenses, leaving approximately $27,000 available to invest in Properties.










April 27, 2000                                   Prospectus Dated March 31, 2000


<PAGE>

                                    BUSINESS

PROPERTY ACQUISITIONS

         Brighton Gardens(R) by Marriott(R) located in Orland Park, Illinois. On
April 20, 2000, the Company acquired a Brighton Gardens assisted living Property
located in Orland Park,  Illinois (the "Orland Park  Property") for  $13,848,900
from Marriott Senior Living Services,  Inc. The Company,  as lessor, has entered
into a long-term lease agreement relating to this Property. The general terms of
the lease  agreement  are  described in the section of the  Prospectus  entitled
"Business --  Description  of Property  Leases." The  principal  features of the
lease are as follows:

o        The initial term of the lease expires in 15 years.

o        At the end of the  initial  lease  term,  the  tenant  will  have  four
         consecutive renewal options of five years each.

o        The lease will require minimum rent payments of $1,350,268 per year for
         the first and second  lease  years and  $1,384,890  for each lease year
         thereafter.

o        In addition to minimum  rent,  the lease will require  percentage  rent
         equal to seven  percent of gross  revenues  in excess of the  "Baseline
         Gross  Revenues." The Baseline Gross Revenues will be established  when
         the facility  achieves  average  occupancy of 93% for four  consecutive
         quarters.

o        A security deposit equal to $553,956 will be retained by the Company as
         security for the tenant's obligations under the lease.

o        The tenant has  established  a reserve  fund which will be used for the
         replacement and renewal of furniture,  fixtures and equipment  relating
         to the assisted living Property (the "FF&E  Reserve").  Deposits to the
         FF&E Reserve are made every four weeks as follows: 1% of gross receipts
         for the first through  fourth lease year; 2% of gross  receipts for the
         fifth through  eighth lease year;  and 3% of gross receipts every lease
         year thereafter.

 o       Marriott International, Inc. will, with certain limitations,  guarantee
         the  tenant's  obligation  to pay  minimum  rent under the  lease.  The
         guarantee  terminates on the earlier of the end of the fifth lease year
         or at such time as the net operating  income from the Property  exceeds
         minimum  rent due  under  the  lease by 25% for any  trailing  12-month
         period. The maximum amount of the guarantee is $2,769,780.

         The estimated  federal income tax basis of the  depreciable  portion of
the Orland Park Property is approximately $12.5 million.

         Orland Park Property. The Orland Park Property, which opened in October
1999,  is a newly  constructed  Brighton  Gardens by Marriott  located in Orland
Park,  Illinois.  The Orland Park Property includes 82 assisted living units and
24  special  care  units for  residents  with  Alzheimer's  and  related  memory
disorders. The facility provides assistance with daily living activities such as
bathing,  dressing and medication reminders.  Special amenities include a common
activities  room and common  dining  room, a private  dining  area,  library and
garden. The assisted living community, which is located southwest of Chicago, is
approximately six miles from two medical  facilities,  Palos Community  Hospital
and Oak  Forest  Community  Hospital,  and less than two miles  from the  Orland
Square  Shopping  Center.  According  to a report  published  by Project  Market
Decision and Claritas,  a research and data collection firm, the greater Chicago
area is the third largest  seniors  market in the country with more than 263,800
seniors age 75 and older. The number of seniors in the ten-mile area surrounding

                                      -2-
<PAGE>

the  Property is expected to grow by 11%  between  1999 and 2004.  Other  senior
living  facilities  located in  proximity  to the Orland Park  Property  include
Victorian  Village,  Sunrise of Palos  Park,  Peace  Memorial  Village and Arden
Courts of Manor Drive. The average  occupancy rate and the revenue per available
unit for the period the assisted  living  facility has been  operational  are as
follows:


                              Orland Park Property
        ----------------------------------------------------
                            Average             Revenue
                           Occupancy         per Available
           Year              Rate                Unit
        -----------      --------------     ----------------

             *1999          23.30%              $118.11
            **2000          36.30%              $109.89



*        Data for the Orland Park  Property  represents  the period  October 11,
         1999 through December 31, 1999.
**       Data for 2000  represents  the period January 1, 2000 through March 24,
         2000.

         The Company believes that the results achieved by the Property for 1999
and year-to-date 2000, are not indicative of its long-term operating  potential,
as the  Property  had been open for less than six months  during  the  reporting
period.

         Marriott  Brands.  Brighton  Gardens  by  Marriott  is  a  quality-tier
assisted living concept which  generally has 90 assisted  living suites,  and in
certain  locations,  30 to 45 nursing beds in a community.  In some communities,
separate  on-site  centers  also provide  specialized  care for  residents  with
Alzheimer's   or  other   memory-related   disorders.   According   to  Marriott
International,  Inc.'s 1999 Form 10-K,  Marriott Senior Living  Services,  Inc.,
which is a wholly owned subsidiary of Marriott International,  Inc., operates 99
assisted senior living communities principally under the names "Brighton Gardens
by Marriott,"  "Village  Oaks," and "Marriott  MapleRidge,"  and 45  independent
living communities.  Marriott Senior Living Services, Inc. is one of the largest
participants  in the seniors'  housing  industry  with $559 million in sales for
1999.  The  communities  are designed in a  comfortable,  home-like  setting and
provide  residents  with a sense of community  through a variety of  activities,
restaurant-style  dining,  on-site security,  weekly  housekeeping and scheduled
transportation.  The communities  are  distinguished  by an innovative  wellness
program that enables  residents to remain as independent as possible for as long
as possible, while providing a personally tailored program of services and care.
Marriott  Senior  Living  Services,  Inc.  has provided  seniors with  excellent
service and quality  care since 1984.  In 1999,  the  American  Seniors  Housing
Association, a seniors housing trade association, ranked Marriott Seniors Living
Services, Inc. as the nation's second largest manager of senior housing.


                                    BORROWING

         On April 20, 2000, the Company  entered into a revolving Line of Credit
and  security  agreement  with a bank to be used by the  Company to acquire  and
construct health care  Properties.  The Line of Credit provides that the Company
will be able to receive advances of up to $25,000,000 until April 19, 2005, with
an annual  review to be performed by the bank to indicate that there has been no
substantial  deterioration,  in the bank's reasonable discretion,  of the credit
quality.  Interest  expense on each advance shall be payable  monthly,  with all
unpaid  interest and principal due no later than five years from the date of the
advance.  Generally,  advances  under the Line of Credit  will bear  interest at
either (i) a rate per annum equal to LIBOR plus the difference between LIBOR and
the bank's  base rate at the time of the  advance or (ii) a rate per annum equal
to the bank's base rate,  whichever the Company selects at the time advances are
made. The interest rate will be adjusted daily in accordance  with  fluctuations
with the bank's  rate or the LIBOR  rate,  as  applicable.  Notwithstanding  the
above,  the interest  rate on the first $9.7 million  drawn will be 8.75%.  Each
loan made under the Line of Credit  will be secured by the  assignment  of rents
and leases.  In addition,  the Line of Credit provides that the Company will not
be able to further encumber the applicable  health care Property during the term
of the loan without the bank's  consent.  The Company will be required,  at each

                                      -3-
<PAGE>

closing, to pay all costs, fees and expenses arising in connection with the Line
of Credit.  The Company must also pay the bank's  attorneys  fees,  subject to a
maximum cap, incurred in connection with the Line of Credit and each advance. On
April 20, 2000, the Company obtained one advance totalling  $8,100,000  relating
to the Line of  Credit.  In  connection  with the Line of  Credit,  the  Company
incurred  an  origination  fee,  legal fees and closing  costs of  $55,917.  The
proceeds were used in  connection  with the purchase of one health care Property
described in "-- Property Acquisitions."


                               DISTRIBUTION POLICY

DISTRIBUTIONS

         In March 2000, the Company  declared  Distributions of $0.025 per Share
to  stockholders  of record on March 1, 2000,  which were paid in March 2000. In
addition,  on April 1 and April 20, 2000, the Company declared  Distributions of
$0.025 and $0.012 per Share, respectively, to stockholders of record on April 1,
2000.  The  Company  has also  declared  Distributions  of  $0.058  per Share to
stockholders of record on May 1, 2000. These  distributions  are payable in June
2000.



                                      -4-
<PAGE>



                        CNL HEALTH CARE PROPERTIES, INC.
                                AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS



                                                                            Page
                                                                            ----

Pro Forma Consolidated Financial Information (Unaudited):

     Unaudited Pro Forma Consolidated Balance Sheet as of December
       31, 1999                                                               7

     Unaudited Pro Forma Consolidated Statement of Operations for
       the year ended December 31, 1999                                       8

     Notes to Unaudited Pro Forma Consolidated Financial Statements
       for the year ended December 31, 1999                                   9




                                      -5-
<PAGE>


                  PRO FORMA CONSOLIDATED FINANCIAL INFORMATION



         The  following  Unaudited Pro Forma  Consolidated  Balance Sheet of CNL
Health Care Properties,  Inc. and  subsidiaries  (the "Company") gives effect to
(i) the receipt of an initial capital contribution of $200,000 from the Advisor,
$5,200,283 in gross offering  proceeds from the sale of 520,028 shares of common
stock  for  the  period  from  inception  through  December  31,  1999,  and the
application of such funds to pay offering expenses and miscellaneous acquisition
expenses,  (ii) the receipt of  $1,506,101 in gross  offering  proceeds from the
sale of 150,610  additional  shares for the period January 1, 2000 through April
20,  2000 and the receipt of  $8,100,000  from  borrowings  on a line of credit,
(iii) the  application  of such funds to purchase a property and to pay offering
expenses,  acquisition  fees  and  miscellaneous  acquisition  expenses,  all as
reflected  in the pro forma  adjustments  described  in the related  notes.  The
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 1999, includes
the  transactions  described in (i) above,  from its  historical  balance sheet,
adjusted to give effect to the  transactions  in (ii) and (iii) above as if they
had occurred on December 31, 1999.

         The Unaudited Pro Forma  Consolidated  Statement of Operations  for the
year ended  December 31, 1999,  includes the  operating  results of the property
described in (iii) above from the date the property  became  operational  to the
end of the pro forma period presented.

         This pro forma  consolidated  financial  information  is presented  for
informational  purposes  only and  does  not  purport  to be  indicative  of the
Company's  financial results or condition if the various events and transactions
reflected  therein  had  occurred  on the  dates,  or been in effect  during the
periods, indicated. This pro forma consolidated financial information should not
be viewed as indicative of the Company's  financial results or conditions in the
future.



                                      -6-
<PAGE>
<TABLE>
                                             CNL HEALTH CARE PROPERTIES, INC.
                                                     AND SUBSIDIARIES
                                      UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                                     DECEMBER 31, 1999

<CAPTION>

                                                                                  Pro Forma
                       ASSETS                           Historical                Adjustments                 Pro Forma
                                                      --------------            ---------------            --------------
<S>                                                   <C>                          <C>                        <C>
Land, buildings and equipment on operating
    leases                                            $       --                    $ 14,610,170   (a)        $ 14,610,170
Cash and cash equivalents                                  4,744,222                  (4,232,890)  (a)             511,332
Loan costs                                                    --                          55,917   (a)              55,917
Other assets                                                 344,338                    (312,210)  (a)              32,128
                                                      --------------                ------------              ------------
                                                      $    5,088,560                $ 10,120,987              $ 15,209,547
                                                      ==============                ============              ============


           LIABILITIES AND STOCKHOLDERS'
                       EQUITY
Liabilities:
    Line of credit                                    $       --                    $  8,100,000   (a)        $  8,100,000
    Accounts payable and accrued expenses                     21,167                      --                        21,167
    Due to related parties                                 1,775,256                      81,419   (a)           1,856,675
    Security deposits                                         --                         553,956   (a)             553,956
                                                      --------------                ------------              ------------
         Total liabilities                                 1,796,423                   8,735,375                10,531,798
                                                      --------------                ------------              ------------

Stockholders' equity:
    Preferred stock, without par value.
       Authorized and unissued 3,000,000
         shares                                               --                         --                         --
    Excess shares, $0.01 par value per share.
       Authorized and unissued  103,000,000
         shares                                               --                         --                         --
    Common stock, $.01 par value per share.
       Authorized 100,000,000 shares; issued and
         outstanding 540,028 shares; issued and
         outstanding, as adjusted, 690,638 shares              5,400                       1,506   (a)               6,906
    Capital in excess of par value                         3,365,531                   1,384,106   (a)           4,749,637
    Accumulated deficit                                      (78,794)                     --                       (78,794)
                                                      --------------                ------------              ------------
         Total stockholders' equity                        3,292,137                   1,385,612                 4,677,749
                                                      --------------                ------------              ------------
                                                      $    5,088,560                $ 10,120,987              $ 15,209,547
                                                      ==============                ============              ============



                     See accompanying notes to unaudited pro forma consolidated financial statements.
</TABLE>


                                                           -7-
<PAGE>
<TABLE>
                                             CNL HEALTH CARE PROPERTIES, INC.
                                                     AND SUBSIDIARIES
                                 UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                               YEAR ENDED DECEMBER 31, 1999

<CAPTION>

                                                                                  Pro Forma
                                                        Historical                Adjustments                 Pro Forma
                                                      --------------            ---------------            --------------
<S>                                                   <C>                          <C>                        <C>
Revenues:
    Rental income from operating
       leases                                         $       --                    $    307,964    (1)         $  307,964
    FF&E reserve income                                       --                           7,296    (2)              7,296
    Interest and other income                                 86,231                     (43,169)   (3)             43,062
                                                      --------------                ------------              ------------
                                                              86,231                     272,091                   358,322
                                                      --------------                ------------              ------------
Expenses:
    Interest                                                  --                         159,750    (4)            159,750
    General operating and
       administrative                                         79,621                      --                        79,621
    Asset management fees to
       related party                                          --                          13,849    (5)             13,849
    Organizational costs                                      35,000                      --                        35,000
    Depreciation and amortization                             --                          99,983    (6)             99,983
                                                      --------------                ------------              ------------
                                                             114,621                     273,582                   388,203
                                                      --------------                ------------              ------------

Net Loss                                              $     (28,390 )               $     (1,491)             $    (29,881)
                                                      ==============                ============              ============

Loss Per Share of Common Stock
    (Basic and Diluted) (7)                           $        (.07 )                                         $       (.06)
                                                      ==============                                          ============

Weighted Average Number of Shares of Common Stock
    Outstanding                                              412,713                                               514,035
                                                      ==============                                          ============



                     See accompanying notes to unaudited pro forma consolidated financial statements.
</TABLE>


                                                           -8-
<PAGE>

                        CNL HEALTH CARE PROPERTIES, INC.
                                AND SUBSIDIARIES
                    NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
                              FINANCIAL STATEMENTS
                      FOR THE YEAR ENDED DECEMBER 31, 1999



Unaudited Pro Forma Consolidated Balance Sheet:

(a)      Represents gross proceeds of $1,506,101 from the sale of 150,610 shares
         during the period  January 1, 2000 through April 20, 2000,  the receipt
         of  $8,100,000 on  borrowings  from the line of credit,  the receipt of
         $553,956 from the lessee as a security  deposit and  $4,232,890 of cash
         and cash  equivalents  used (i) to acquire a property for  $13,848,900,
         (ii) to pay acquisition  fees and costs of $301,788  ($234,013 of which
         was accrued as due to related  parties at December 31, 1999),  (iii) to
         pay selling  commissions and offering expenses  (syndication  costs) of
         $186,342 which have been netted against  stockholders'  equity ($65,853
         of which was accrued and due to related  parties at December  31, 1999)
         and (iv) to pay loan costs of $55,917 related to the assumed borrowings
         from the line of credit.  Also  represents  the  accrual of $381,285 of
         acquisition fees and miscellaneous acquisition costs.

Unaudited Pro Forma Consolidated Statement of Operations:
- --------------------------------------------------------

(1)      Represents  adjustment to rental income from  operating  leases for the
         property  acquired  by the Company as of April 20, 2000 (the "Pro Forma
         Property"),  for the period  commencing the date the Pro Forma Property
         became  operational  by the previous  owner to the end of the pro forma
         period  presented.  The date  the Pro  Forma  Property  is  treated  as
         becoming operational as a rental property for purposes of the Pro Forma
         Consolidated Statement of Operations was October 11, 1999.

         The lease  provides for the payment of  percentage  rent in addition to
         base rental income; however, no percentage rent was due under the lease
         for the Pro Forma  Property  during the portion of 1999 the Company was
         assumed to have held the property.

(2)      Represents  reserve  funds which will be used for the  replacement  and
         renewal of furniture,  fixtures and equipment relating to the Pro Forma
         Property  (the "FF&E  Reserve").  The funds in the FF&E Reserve and all
         property  purchased  with  funds  from the FF&E  Reserve  will be paid,
         granted and  assigned to the Company.  In  connection  therewith,  FF&E
         Reserve income was earned at approximately $2,700 per month.

(3)      Represents  adjustment  to interest  income due to the  decrease in the
         amount of cash  available for investment in interest  bearing  accounts
         during the period  commencing  the date the Pro Forma  Property  became
         operational  by the  previous  owner  through  the end of the pro forma
         period  presented,  as described in Note (1). The  estimated  pro forma
         adjustment  is based upon the fact that  interest  income from interest
         bearing accounts was earned at a rate of approximately five percent per
         annum by the Company during the year ended December 31, 1999.

(4)      Represents  adjustment to interest  expense incurred at a rate of 8.75%
         per annum in connection  with the assumed  borrowings  from the line of
         credit of $8,100,000 on October 11, 1999.




                                      -9-
<PAGE>

                        CNL HEALTH CARE PROPERTIES, INC.
                                AND SUBSIDIARIES
                    NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
                        FINANCIAL STATEMENTS - CONTINUED
                      FOR THE YEAR ENDED DECEMBER 31, 1999



Unaudited Pro Forma Consolidated Statement of Operations - Continued:
- --------------------------------------------------------------------

(5)      Represents  increase in asset management fees relating to the Pro Forma
         Property  for the  period  commencing  the date the Pro Forma  Property
         became  operational  by the previous  owners through the end of the pro
         forma period presented, as described in Note (1). Asset management fees
         are equal to 0.60% per year of the Company's Real Estate Asset Value as
         defined in the Company's prospectus.

(6)      Represents  increase in  depreciation  expense of the  building and the
         furniture,  fixture and  equipment  ("FF&E")  portions of the Pro Forma
         Property  accounted  for as operating  leases  using the  straight-line
         method.  The building and FF&E are depreciated  over useful lives of 40
         and seven years, respectively. Also represents amortization of the loan
         costs of $55,917 (.5% origination fee on the $8,100,000 from borrowings
         on the  line of  credit,  associated  legal  fees  and  closing  costs)
         amortized under the straight-line method over a period of five years.

(7)      Historical  earnings per share were calculated  based upon the weighted
         average  number of shares of common stock  outstanding  during the year
         ended December 31, 1999.

         As a result of the Pro Forma  Property  being  treated in the Pro Forma
         Consolidated  Statement of Operations as operational  since October 11,
         1999, the Company assumed  approximately 670,638 shares of common stock
         were  sold,  and the  net  offering  proceeds  were  available  for the
         purchase of this property.  Due to the fact that approximately  150,610
         of these shares of common stock were actually sold subsequently, during
         the period  January 1, 2000 and April 20, 2000,  the  weighted  average
         number of shares outstanding for the pro forma period was adjusted.



                                      -10-
<PAGE>

                        CNL HEALTH CARE PROPERTIES, INC.
                STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS
                         BEFORE DIVIDENDS PAID DEDUCTION
                       PROPERTIES ACQUIRED FROM INCEPTION
                             THROUGH APRIL 20, 2000
                For the Year Ended December 31, 1999 (Unaudited)


         The following schedule presents  unaudited  estimated taxable operating
results before dividends paid deduction of the Property  acquired by the Company
as of  April  20,  2000  The  statement  presents  unaudited  estimated  taxable
operating results for the Property as if it had been acquired and operational on
January 1, 1999 through  December 31, 1999. The schedule should be read in light
of the accompanying footnotes.

         These estimates do not purport to present actual or expected operations
of the Company for any period in the future.  The estimates were prepared on the
basis  described in the  accompanying  notes which should be read in conjunction
herewith.

                                                 Brighton Gardens by Marriott
                                                     Orland Park Property
                                               ---------------------------------
Estimated Taxable Operating
    Results Before Dividends
    Paid Deduction:
Rental Income (1)                                         $1,350,268

FF&E Reserve Income (2)                                       32,476

Asset Management Fees (3)                                    (83,093)

Interest Expense (4)                                        (708,750)

General and Administrative
    Expenses (5)                                            (110,422)
                                                         -----------

Estimated Cash Available from
    Operations                                               480,479

Depreciation  and Amortization
    Expense (6) (7)                                         (441,243)
                                                         -----------

Estimated Taxable Operating
    Results Before Dividends
    Paid Deduction                                          $ 39,236
                                                         ===========

                                  See Footnotes

                                      -11-
<PAGE>
- ----------------------------
FOOTNOTES:

(1)      Rental income does not include  percentage  rents which will become due
         if specified levels of gross receipts are achieved.

(2)      Reserve  funds  will  be  used  for  the  replacement  and  renewal  of
         furniture,  fixtures and equipment  related to the Orland Park Property
         ("FF&E  Reserve").  The  funds in the  FF&E  Reserve  and all  property
         purchased  with the funds from the FF&E Reserve  will be paid,  granted
         and  assigned to the Company.  In  connection  therewith,  FF&E Reserve
         income  will be earned  at 1% of gross  receipts  for  lease  years one
         through four and has been estimated based on projected gross revenues.

(3)      The  Properties  will be  managed  pursuant  to an  advisory  agreement
         between the Company and CNL Health Care Corp. (the "Advisor"), pursuant
         to which the Advisor will receive  monthly asset  management fees in an
         amount equal to  one-twelfth of .60% of the Company's Real Estate Asset
         Value  as of  the  end  of the  preceding  month  as  defined  in  such
         agreement. See "Management Compensation."

(4)      Estimated  at 8.75% per annum based on the bank's base rate as of April
         20, 2000.

(5)      Estimated  at  8%  of  gross  rental  income,  based  on  the  previous
         experience of Affiliate of the Advisor with another public REIT.

(6)      The  estimated  federal  tax basis of the  depreciable  portion  of the
         property  and the number of years the assets have been  depreciated  on
         the straight-line method is as follows:

                                                                 Furniture and
                                                 Buildings          Fixtures
                                                (39 years)        (5-15 years)
                                              -------------      --------------

         Orland Park Property                  $11,507,105         $1,023,320


(7)      Loan costs of $55,917  (.5%  origination  fee on the $8.1  million from
         borrowings  on the  Line of  Credit,  legal  fees  and  closing  costs)
         amortized under the straight-line method over a period of five years.

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