PURCHASE AGREEMENT

EXHIBIT 10.30


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LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 1996-1

______________________________

PURCHASE AGREEMENT

Dated March 27, 1996

______________________________

_______________________________________________________

LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 1996-1

PURCHASE AGREEMENT
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March 27, 1996


Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

LTC REMIC Corporation, a Delaware corporation (the "Company") and LTC
Properties, Inc., a Maryland corporation, as originator ("LTC"), hereby agree
with Goldman Sachs & Co., a New York limited partnership (the "Purchaser"), as
follows:

1. The Certificates. The Company expects to enter into a Transfer and
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Repurchase Agreement to be dated as of March 1, 1996 (the "Transfer Agreement"),
which will provide for the transfer by LTC to the Company of all of the right,
title and interest of LTC in a pool of mortgage loans (the "Mortgage Loans")
secured by first and second mortgage liens on properties that provide healthcare
and/or long-term nursing care (the "Mortgaged Properties"), together with
certain related assets. The Company, in its capacity as depositor, expects to
enter into a Pooling and Servicing Agreement, to be dated as of March 1, 1996
(the "Pooling Agreement"), with LaSalle National Bank, as trustee (the
"Trustee"), ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent"), GMAC
Commercial Mortgage Corporation, as master servicer (the "Master Servicer") and
LTC, as special servicer and originator. In addition, LTC will enter into a
subservicing agreement to be dated as of March 1, 1996 with GMAC Commercial
Mortgage Corporation (the "Subservicing Agreement"). The Pooling Agreement will
provide for the issuance of pass-through certificates (the "Certificates") that
evidence undivided interests in a trust (the "Trust

Fund") whose assets will consist of the Mortgage Loans and other related assets.
The Mortgage Loans have an aggregate unpaid principal balance of approximately
$112,487,255 as of the close of business on March 1, 1996 (the "Cut-Off Date"),
after giving effect to payments of principal due on or before the Cut-Off Date.
Unless otherwise specifically defined herein, all capitalized terms shall have
the meanings ascribed to them in the Pooling Agreement or the Offering Circular.
The Pooling Agreement, the Transfer Agreement, the Subservicing Agreement, this
Agreement and each Assignment (as defined in the Transfer Agreement) relating to
a Mortgage Loan are hereinafter referred to collectively as the "Agreements."

2. Representations and Warranties of the Company and LTC.
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(a) Each of the Company and LTC represents and warrants,
jointly and severally, to the Purchaser as of the date hereof, with respect to
itself, as follows:

(i) A preliminary offering circular dated March 15, 1996 (the
"Preliminary Offering Circular") and a final offering circular dated March
27, 1996 (the "Final Offering Circular" and, together with the Preliminary
Offering Circular, the "Offering Circular") has been prepared in connection
with the offering of the Offered Certificates (as defined herein). The
Preliminary Offering Circular and the Offering Circular and any amendments
or supplements thereto will not, as of the date thereof, contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in light of the circumstances under
which they were made, not misleading. There are no facts known to it
which, individually or in the aggregate, may impair its ability to perform
its obligations under any of the Agreements;

(ii) Each of the Agreements to which it is or will be a party
has or will have been duly authorized, executed and delivered by such party
at the time of closing and, assuming due execution and delivery by the
other parties thereto, constitutes or will constitute a legal, valid and
binding agree-

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ment of such party, enforceable against such party in accordance with its
terms. The Certificates and the Agreements will conform to the description
thereof in the Offering Circular;

(iii) The issuance and sale of the Offered Certificates and the
compliance by it with all of the provisions of the Certificates and the
Agreements, and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which it is a party or by which it is bound or to which any
of its property or assets is subject, nor will such action result in any
violation of the provisions of its Charter or By-laws or other similar
documents or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over it or any of its
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Offered Certificates or consummation
by it of the transactions contemplated by any of the Agreements, except
such consents, approvals, authorizations, registrations or qualifications
as may be required under the securities or Blue Sky laws of the United
States or any state in connection with the purchase and resale of the
Offered Certificates by the Purchaser and except for recordation of
assignments of the Mortgage Loans which will be effected following the
Closing. It is not in breach or violation of any indenture or other
material agreement or instrument to which it is a party or by which it is
bound, or in violation of any applicable statute or regulation or any order
of any court, regulatory body, administrative agency or governmental body
having jurisdiction over it, which breach or violation would have
material adverse effect on the ability of such party to perform its
obligations under any of the Agreements to which it is a party;

(iv) Any taxes, fees and other governmental charges in
connection with the execution and

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delivery of the Agreements, the transfer of the Mortgage Loans to the
Trust Fund and the execution, authentication, issuance and delivery of
the Offered Certificates have been or will be paid at or prior to the
Closing Date;

(v) There is no action, suit or proceeding against, or
investigation of, such party pending or to its knowledge threatened,
before any court, administrative agency or other tribunal which,
either individually or in the aggregate, (A) asserts the invalidity of
any of the Agreements or the Certificates, (B) seeks to prevent the
issuance of the Certificates or the consummation of any of the
transactions contemplated by any of the Agreements, (C) could either
individually or in the aggregate, materially and adversely affect the
performance by it of its obligations under, or the validity or
enforceability of, any of the Agreements or the Certificates or (D)
seeks to affect the federal income tax or ERISA attributes of the
Certificates described in the Offering Circular;

(vi) Neither it, nor any of its Affiliates, nor any person
authorized or employed by it has, directly or indirectly, sold or
offered for sale or disposed of, or attempted or offered to sell or
dispose of, any Offered Certificate or similar security other than the
Certificates that are not Offered Certificates, or solicited offers
to buy any Offered Certificate or similar security other than the
Certificates that are not Offered Certificates from, or otherwise
approached or negotiated with respect thereto, any person or persons
other than the Purchaser. Neither it, nor any of its Affiliates will,
directly or indirectly, offer or sell any Certificate or similar
security in a manner which would render the issuance and sale of the
Certificates a violation of Section 5 of the Securities Act of 1933,
as amended (the "1933 Act"), or require registration pursuant thereto,
nor will it authorize any person to act in such manner;

(vii) (A) It is not an open-end investment company, unit
investment trust or face-amount certificate company that is or is
required to be registered under Section 8 of the United States

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Investment Company Act of 1940, as amended (the "1940 Act"), and (B)
neither it, nor any person acting on its behalf, other than the Purchaser,
has offered or sold the Certificates by means of any general solicitation
or general advertising within the meaning of Rule 502(c) under the 1933
Act;

(viii) It has been duly incorporated or created and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, and, as applicable, has elected to be
treated as a real estate investment trust under Section 856(c) of the Code,
with the power and authority (corporate and other) to own its properties
and conduct its business as described in the Offering Circular, with
respect to it, and to enter into the Agreements to which it is party and
has been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other jurisdiction
in which it owns its properties or conducts any such business as to require
such qualification, except where failure to obtain such qualification would
not have a material adverse effect on the condition (financial or
otherwise), assets, business or results of operations of the Company and
LTC taken as a whole provided, however, that in no event shall LTC or the
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Company be obligated to qualify to do business in any jurisdiction where it
is not now so qualified or to take any action which would subject it to
service of process in suits, other than those arising out of the offering
or sale of the Offered Certificates, in any jurisdiction where it is not so
subject;

(ix) It is not in violation of its Charter or By-laws or in
default in the performance or observance of any material obligation,
covenant or condition contained in any indenture, mortgage, deed of trust,
loan agreement, lease or other material agreement or instrument to which it
is respectively a party or by which it or any of its properties may be
bound;

(x) It is not under any obligation to pay any broker's fee or
any commission in connection with the transactions contemplated by this
Agreement, other than the purchase discount and other

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amounts payable to the Purchaser set forth in Schedule I hereto;
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(xi) For federal income tax purposes, the Upper-Tier REMIC and
the Lower-Tier REMIC will each qualify as a REMIC pursuant to Section 860D
of the Internal Revenue Code of 1986 (the "Code"). Each Class of
Certificates other than the Class R Certificates and the Class LR
Certificates, will qualify as "regular interests" in the Upper-Tier REMIC,
each class of Lower-Tier Interests will qualify as "regular interests" in
the Lower-Tier REMIC, and the Class R and Class LR Certificates will be the
"residual interest" in the Upper-Tier REMIC and the Lower-Tier REMIC,
respectively, within the meaning of the Code; and

(xii) The offering and sale of the Offered Certificates are
exempt from the registration requirements of the 1933 Act. The Pooling
Agreement is not required to be qualified under the Trust Indenture Act of
1939, as amended.

(b) LTC represents and warrants to the Purchaser as of the
date hereof as follows:

(i) Immediately prior to the transfer of the Mortgage Loans
to the Company pursuant to the Transfer Agreement, LTC will own full legal
and equitable title to each Mortgage Loan free and clear of any lien,
mortgage, pledge, charge, encumbrance, adverse claim or other security
interest. The transfer of the Mortgage Loans to the Company pursuant to the
Transfer Agreement will be effective to convey to the Company all of LTC's
right, title and interest in and to the Mortgage Loans; and

(ii) The transactions contemplated by the Transfer Agreement
do not involve all or substantially all of the assets of LTC. The
transfer, assignment and conveyance of the Mortgage Loans and related
assets by LTC pursuant to the Transfer Agreement is not subject to bulk
transfer laws or any similar statutory provisions in effect in any
applicable jurisdiction.

(c) The Company represents and warrants to the Purchaser as
of the date hereof as follows:

(i) Immediately prior to the transfer of the Mortgage Loans
to the Trust Fund pursuant to the Pooling Agreement, the Company will own
full legal

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and equitable title to each Mortgage Loan free and clear of any lien,
mortgage, pledge, charge, encumbrance, adverse claim or other
security interest. The transfer of the Mortgage Loans to the Trust
Fund pursuant to the Pooling Agreement, either (A) will be effective
to transfer to the Trust Fund all of the Company's right, title and
interest in and to the Mortgage Loans or (B) will be effective to
create a valid and perfected first priority security interest (other
than any lien granted pursuant to Article II of the Transfer
Agreement) in the Mortgage Loans in favor of the Trustee for the
benefit of the Certificateholders;

(ii) When the Offered Certificates are issued and
delivered pursuant to the Pooling Agreement and this Agreement, such
Certificates will not be of the same class (within the meaning of Rule
144A under the 1933 Act) as securities which are listed on a national
securities exchange registered under Section 6 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), or quoted in a
U.S. automated inter-dealer quotation system;

(iii) The transfer, assignment and conveyance of the
Mortgage Loans and related assets by the Company pursuant to the
Pooling Agreement is not subject to bulk transfer laws or any similar
statutory provisions in effect in any applicable jurisdiction; and

(iv) All of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable.

3. Representations and Warranties of the Purchaser. The
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Purchaser represents to the Company as follows:

(a) The Purchaser agrees not to solicit any offer to buy
any Offered Certificates from, or offer to sell any Offered Certificates to,
any person in the United States unless (i) the Purchaser reasonably believes
that at such time such person and each other person for whom such person is
acting are "qualified institutional buyers" within the meaning of Rule 144A

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under the 1933 Act or pursuant to an exemption from registration provided by
Rule 144 under the 1933 Act, and (ii) the Purchaser reasonably believes that any
purchase of Offered Certificates by such person will be for such person's own
account or for one or more accounts as to each of which such person exercises
sole investment discretion and not with a view to any distribution, as such
term is interpreted under the 1933 Act; provided, however, that if the purchase
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is of a class of Certificates other than the Class A Certificates, then the
person shall not be a person that is an employee benefit plan subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code, or any person acting on behalf of such plan or using
the assets of any such plan in such transfer unless an exemption from the Plan
Assets Rule thereunder is applicable. The Purchaser understands that any such
employee benefit plan subject to the fiduciary responsibility provisions of
ERISA or Section 4975 of the Code, any governmental plan, as defined in Section
3(32) of ERISA, and any such person acting on behalf of or using the assets of
any such plan, are prohibited from acquiring the Class X-1, Class X-2, Class R,
Class LR, Class B, Class C, Class D, Class E, Class F or Class G Certificates,
and that disqualified organizations (as defined in the Code) are prohibited from
acquiring the Class R and Class LR Certificates unless such an exemption
applies.

(b) The Purchaser is an accredited investor within the
meaning of Rule 501(a) (1) under the 1933 Act.

(c) The Purchaser is not an employee benefit plan subject
to ERISA or a disqualified organization (as defined in the Code) prohibited from
acquiring the Class R and Class LR Certificates.

(d) The Purchaser has not offered or sold and will not
offer or sell the Offered Certificates by means of any general solicitation or
general advertising within the meaning of Rule 502(c) under the 1933 Act.

4. Purchase and Sale of the Certificates. In reliance upon the
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representations and warranties contained in the Agreements and subject to the
terms and conditions set forth herein, the Company agrees to sell to the
Purchaser, and the Purchaser agrees to purchase

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from the Company, (i) $69,177,000 aggregate principal amount of 7.06% Class A
Certificates (the Class A Certificates"), (ii) $8,718,000 aggregate principal
amount of 7.44% Class B Certificates (the "Class B Certificates"), (iii)
$7,593,000 aggregate principal amount of 7.56% Class C Certificates (the "Class
C Certificates"), (iv) $5,062,000 aggregate principal amount of 7.97% Class D
Certificates (the "Class D Certificates"), (v) $1,000 aggregate principal amount
of 9.16% Class R Certificates (the "Class R Certificates") and (vi) $1,000
aggregate principal amount of 9.16% Class LR Certificates (the "Class LR
Certificates" and, together with the Class A, Class B, Class C, Class D and
Class R Certificates, the "Offered Certificates") at an aggregate price (the
"Purchase Price") equal to the amount described in Schedule I hereto.
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The Purchase Price shall be payable to the Company by wire transfer to
an account at a bank in New York City specified by the Company, in immediately
available funds, or by such other method as the Purchaser and the Company may
agree upon in writing.

5. The Closing; Delivery of the Certificates. The purchase and sale
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of the Offered Certificates pursuant hereto (the "Closing") shall be held on or
prior to March 29, 1996, or on such other date as shall be mutually acceptable
to the Company and the Purchaser (the "Closing Date"). The Closing shall take
place at the offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue,
New York, New York 10022 at 10:00 a.m. (New York City time) on the Closing Date
or at such other time and place in New York City as the Purchaser and the
Company may agree upon in writing. Not later than 1:00 p.m. (New York City Time)
on the Business Day prior to the Closing Date the Company shall deliver through,
and place in the custody of, the facilities of The Depository Trust Company
("DTC), against payment of the Purchase Price, one global certificate for the
Class A Certificates in the denomination of $69,177,000, one global certificate
for the Class B Certificates in the denomination of $8,718,000, one global
certificate for the Class C Certificates in the denomination of $7,593,000 and
one global certificate for the Class D Certificates in the denomination of
$5,062,000, each registered in the name of Cede & Co., as nominee of DTC. At the
Closing, the Company will deliver to the Purchaser against payment of

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the Purchase Price, one Class R Certificate in the denomination of $1,000 and
one Class LR Certificate in the denomination of $1,000 in all cases registered
in the Purchaser's name or in the name of its nominee and delivered to the
Purchaser in definitive certificated form; provided, however, that if the
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Purchaser requests the Company in writing not less than forty-eight hours prior
to the Closing Date to issue to the Purchaser Offered Certificates in other
denominations (authorized pursuant to Section 5.1 of the Pooling Agreement)
that equal in the aggregate the denominations mentioned in this sentence for the
relevant Class, the Company will comply with such request. The Certificates will
be made available for checking and delivery at least twenty-four hours prior to
the Closing at the offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third
Avenue, New York, New York 10022.

6. Covenants of the Company and LTC. Each of the Company and LTC
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jointly and severally, agree with the Purchaser:

(a) To prepare the Offering Circular in a form approved by the
Purchaser and to make no further amendment or any supplement to the Offering
Circular to which the Purchaser objects promptly after reasonable notice
thereof; and to advise the Purchaser promptly of any such amendment or
supplement after such Closing and to furnish the Purchaser with copies thereof;

(b) Promptly from time to time to take such action as the
Purchaser may reasonably request to qualify the Offered Certificates for
offering and sale under the securities laws of such jurisdictions in the United
States as the Purchaser may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as long
as may be necessary to complete the distribution of the Offered Certificates;
provided, that in connection therewith neither the Company nor LTC shall be
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required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;

(c) To furnish the Purchaser with such number of copies as the
Purchaser may reasonably request of the Offering Circular and each amendment or
supplement thereto and additional copies in such quantities as the

10

Purchaser may from time to time reasonably request, and, if at any time prior to
the expiration of six months after the date hereof for such Offered
Certificates, any event shall have occurred as a result of which the Offering
Circular as then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made
when such Offering Circular was delivered, not misleading, or, if for any other
reason it shall be necessary or desirable during such same period to amend or
supplement the Offering Circular, to notify the Purchaser and upon its request
to prepare and furnish without charge to the Purchaser as many copies as the
Purchaser may from time to time reasonably request of an amended Offering
Circular or a supplement to the Offering Circular which will correct such
statement or omission or effect such compliance;

(d) If at any time after the period referred to in Section
6(c) the Purchaser shall be required to deliver an Offering Circular in
connection with the offering or sale of Certificates, to promptly provide, at
the expense of the Purchaser, as many copies of an appropriately updated
Offering Circular as the Purchaser shall reasonably request;

(e) During the period beginning from the date hereof and
continuing until the expiration of six months after the Closing, not to offer,
sell, contract to sell or otherwise dispose of any securities which are
substantially similar to the Offered Certificates, without the prior written
consent of the Purchaser; and

(f) Not to offer, sell, contract to sell or otherwise
dispose of any of the Certificates, or any securities that are substantially
similar to the Certificates, in any manner that would cause the offering and
sale of the Offered Certificates pursuant to this Agreement to fail to qualify
for the exemption from registration afforded by Section 4(2) of the Act;
provided, however, that if the purchase is of a class of Certificates other than
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the Class A, Class X-1 or Class X-2 Certificates, then the person shall not be a
person that is an employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code,
or any person

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acting on behalf of such plan or using the assets of any such plan.

7. Expenses. The Company and LTC jointly and severally covenant and
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agree with the Purchaser that, whether or not the transactions contemplated
hereby shall be consummated, it will pay, cause to be paid, or reimburse the
Purchaser upon demand for, all reasonable expenses (including, without
limitation, all reasonable out-of-pocket expenses which the Purchaser, in its
sole discretion, may incur) in connection with any of the Agreements, the
Certificates and the transactions contemplated thereby, including, without
limitation, (i) the fees, disbursements and expenses of the Company's counsel
and accountants in connection with the issuance of the Certificates, the
preparation and printing of the Offering Circular and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Purchaser; (ii)
the cost of printing or producing this Agreement and any other Agreements, the
blue sky and legal investment memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the Certificates; (iii) all
expenses in connection with the qualification of the Certificates for offering
and sale under state securities laws as provided in Section 6(b) hereof,
including the fees and disbursements of counsel for the Purchaser in connection
with such qualification and in connection with the Blue Sky and legal investment
surveys; (iv) any fees charged by securities rating services for rating the
Certificates; (v) the cost of preparing the Certificates, obtaining a private
placement number for the Certificates and delivering the Certificates to the
Purchaser; (vi) the fees and expenses of the Trustee and any agent of the
Trustee and the fees and disbursements of counsel for the Trustee in connection
with any of the Agreements and the Certificates; (vii) the legal fees, expenses
and disbursements of counsel to the Purchaser; and (viii) all other costs and
expenses incident to the performance by either of the Company or LTC of its
obligations hereunder which are not otherwise specifically provided for in this
Section.

8. Conditions of the Purchaser's Obligation. The obligation of the
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Purchaser set forth in Section 4 to purchase the Offered Certificates on the
Closing Date shall be subject to the accuracy of the representations and
warranties as of the date hereof and as of the Clos-

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ing Date that are made on the part of either or both of the Company and LTC
and contained in this Agreement, the accuracy of the statements made by
either or both of the Company or LTC in any certificates furnished pursuant
to the provisions hereof and the following additional conditions:

(i) Each of the Company and LTC shall have complied with
all the agreements and satisfied all the obligations on its part to be
performed or satisfied at or prior to the Closing Date under any of
the Agreements;

(ii) The Purchaser shall have completed a review of such
documentation relating to the Mortgage Loans as the Purchaser may deem
appropriate and, on the basis of such review, nothing shall have come
to the attention of the Purchaser that causes it to conclude that
there is any breach of or inaccuracy in the representations and
warranties of either the Company or LTC set forth in this Agreement;

(iii) On or prior to the date hereof and on or prior to the
Closing Date, the Purchaser shall have received a letter, dated as of
each such date, of Coopers and Lybrand, certified public accountants,
to which the Purchaser has previously agreed and otherwise in form and
substance satisfactory to the Purchaser and to counsel to the
Purchaser;

(iv) The Purchaser shall have received an option from Weil,
Gotshal & Manges, LLP, counsel to the Company and LTC, dated the
Closing Date in form and substance satisfactory to the Purchaser to
the effect that:

(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to
own, lease and operate its properties and to carry on its
business as now being conducted. The Company is duly qualified
to transact business and is in good standing as a foreign
corporation in each jurisdiction where the character of its
activities requires such qualifica-

13

tion, except where the failure of the Company to be so qualified would not
have a material adverse effect on the business, operations or financial
condition of the Company;

(b) The Company has all requisite corporate power and
authority to execute and deliver the Agreements and the Assignments and to
perform its obligations thereunder. The execution, delivery and performance
of the Agreements and the Assignments by the Company and the consummation
by the Company of the transactions contemplated thereby have been duly
authorized by all necessary corporate action on the part of the Company.
The Agreements and the Assignments have been duly and validly executed and
delivered by the Company and the Agreements (assuming the due
authorization, execution and delivery thereof by LTC, the Trustee and the
Master Servicer) constitute the legal, valid and binding obligations of the
Company and LTC, to the extent a party thereto, enforceable against them in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar
laws affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity) and
except that (A) rights to indemnification thereunder may be limited by
federal or state securities laws or public policy relating thereto and (B)
certain remedial provisions of the Agreements are or may be unenforceable
in whole or in part under the laws of the State of New York, but the
inclusion of such provisions does not affect the validity of the
Agreements, and the Agreements contain adequate provisions for the
practical realization of the rights and benefits afforded thereby. No
opinion shall be expressed in this paragraph as to the perfection or
priority of any liens granted pursuant to the Pooling Agreement;


14



(c) Neither the issuance or sale of the Certificates nor the
execution and delivery of the Agreements, the consummation of the
transactions contemplated thereby and compliance by the Company with
any of the provisions thereof will conflict with, constitute a default
under or violate (i) any of the terms, conditions or provisions of
the certificate of incorporation or by-laws of the Company, (ii) any
of the terms, conditions or provisions of any material agreement or
other instrument to which the Company is a party or by which it is
bound of which such counsel is aware, (iii) any New York, Delaware
corporate or federal law or regulation (other than federal and state
securities or Blue Sky laws, as to which such counsel may express no
opinion except as set forth in paragraph (g) below), or (iv) any
judgement, writ, injunction, decree, order or ruling of any court or
governmental authority binding on the Company of which such counsel is
aware;

(d) No consent, approval, waiver, license or authorization or
other action by or filing with any New York, Delaware corporate or
federal governmental authority is required in connection with the
execution and delivery by the Company of the Agreements, the issuance
of the Certificates of the offer, sale or delivery of the Certificates
in the manner and under the circumstances contemplated by this
Agreement or the consummation by the Company of the transactions
contemplated thereby, except for federal and state securities or Blue
Sky laws, as to which such counsel may express no opinion except as
set forth in paragraph (g) below;

(e) To such counsel's knowledge, there is no litigation,
proceeding or governmental investigation pending or overtly threatened
against the Company that relates to any of the transactions
contemplated by any of the Agreements;

(f) Each Certificate, when executed and authenticated by the
Trustee in accordance with the Pooling Agreement and delivered and
paid

15

for by the Purchaser in accordance with this Agreement, will be
validly issued and outstanding and entitled to the benefits of
the Pooling Agreement, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or in equity) and except that (A)
rights to indemnification thereunder may be limited by federal or
state securities laws or public policy relating thereto and (B)
certain remedial provisions of the Pooling Agreement are or may
be unenforceable in whole or in part under the laws of the State
of New York, but the inclusion of such provisions does not affect
the validity of the Pooling Agreement, and the Pooling Agreement
contains adequate provisions for the practical realization of the
rights and benefits afforded thereby. No opinion shall be
expressed in this paragraph as to the perfection or priority of
any liens granted pursuant to the Pooling Agreement;

(g) Assuming the accuracy of the representations and
warranties of the Company in Section 2 of this Agreement and of
the Purchaser in Section 3 of this Agreement, the offer,
issuance, sale and delivery of the Class A, Class B, Class C,
Class D, Class R and Class LR Certificates to the Purchaser and
the reoffer, resale and delivery of the Class A, Class B, Class
C, Class D, Class R and Class LR Certificates by the Purchaser in
compliance with the applicable provisions of this Agreement and
the Pooling Agreement does not require registration under the
1933 Act. The Pooling Agreement is not required to be qualified
under the Trust Indenture Act of 1939, as amended;

(h) The statements contained in the Offering Circular under
the headings "Certain Federal Income Tax Consequences," "ERISA
Con-

16

siderations" and "Certain Legal Aspects of the Mortgage Loans," to the
extent that they constitute matters of law or legal conclusions with
respect thereto, are a fair and accurate summary of the matters
addressed therein under existing law and the assumptions stated
therein;

(i) The Trust Fund is not required to be registered as an
"investment company" under the Investment Company Act of 1940, as
amended (the "1940 Act");

(j) The Pooling Agreement provides and the Company and the
Trustee state therein that they intend, that the transfer of the
Mortgage Loans to the Trustee constitutes a sale. If, however, a court
were to find that such transfer did not constitute a sale then
assuming (i) delivery and continued possession in New York by the
Custodian of the Notes, endorsed in the name of the Trustee or in
blank, and (ii) that the Custodian was without notice of any adverse
claim (as such term is used in Section 8-302 of the New York Uniform
Commercial Code (the ("UCC")) with respect to the Notes, the execution
and delivery of the Pooling Agreement are effective to create a valid
and duly perfected lien on and security interest in the Notes, as
security for the obligations of the Company to the Trustee pursuant to
the Pooling Agreement, which is subject to no prior lien or security
interest. The opinion set forth in this paragraph is subject to
standard exceptions; and

(k) Such counsel have participated in conferences with
officers and other representatives of the Company, Stern, Neubauer,
Greenwald & Pauly, LTC's California real estate counsel, the Purchaser
and the Purchaser's counsel in connection with the preparation of the
Offering Circular and although such counsel have not independently
verified and are not passing upon and assume no responsibility for the
accuracy, completeness or fairness of the statements contained in the
Offering Circular no facts have come to such counsel's attention

17

which lead such counsel to believe that the Offering
Circular, at any time from the date thereof through the date
of such opinion, contained any untrue statement of a
material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
contained therein, in light of the circumstances under which
they were made, not misleading (it being understood that
such counsel may express no view with respect to the
financial, statistical and accounting data included in or
appended as exhibits to the Offering Circular).

(v) The Purchaser shall have received an opinion of
counsel from Weil, Gotshal & Manges, LLP counsel to the Company
and LTC, dated the Closing Date, in form and substance
satisfactory to the Purchaser to the effect that:

(a) the Trust Fund will qualify for treatment for
Federal income tax purposes as two separate real estate
mortgage investment conduits, as defined in Section 860D of
the Code (the "Upper-Tier REMIC" and the "Lower-Tier
REMIC");

(b) the Class A Certificates, Class B Certificates,
Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates,
Class X-1 Certificates and Class X-2 Certificates will
constitute "regular interests" in the Upper-Tier REMIC and
the Class R Certificates will constitute the single class of
"residual interests" in the Upper-Tier REMIC within the
meaning of the Code; and

(c) The Class AL Interest, the Class BL Interest, the
Class CL Interest; the Class DL Interest, the Class EL
Interest, the Class FL Interest, Class GL Interest, and the
Class X-1L Interest will constitute "regular interests" in
the Lower-Tier REMIC and the Class LR Ceritifcates will
constitute the single class of "residual interests" in the
Lower-Tier REMIC within the meaning of the Code.

18

(vi) The Purchaser shall have received an opinion from Ballard
Spahr Andrews & Ingersoll, Maryland local counsel to LTC, dated the Closing
Date in form and substance satisfactory to the Purchaser to the effect
that:

(a) LTC has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Maryland;

(b) LTC possesses the corporate power and authority to own its
current properties and to conduct its business as now being conducted
and as described in the Offering Circular and to execute and deliver,
and perform its obligations under, the Agreements. LTC has all
requisite corporate power and authority to convey to the Company,
the Mortgage Loans (as defined in the Transfer Agreement) as
contemplated by the Transfer Agreement;

(c) All necessary corporate action has been taken to
authorize the execution and delivery by LTC of the Agreements and the
performance by LTC of its obligations thereunder; and the Agreements,
have been duly executed and delivered on behalf of LTC;

(d) The execution and delivery by LTC of the Agreements and
compliance by LTC with the provisions thereof: (i) does not, and
will not, conflict with or violate any of the terms and provisions of
LTC's Charter or By-Laws or the Maryland General Corporation Law (the
"MGCL"); (ii) will not conflict with, result in a breach or violation
of or the acceleration of indebtedness under or constitute a default
under the terms of any indenture or other agreement or instrument known
to us and to which LTC is a party or by which it is bound; and (iii)
does not, and will not, require any consent, approval, authorization
or, registration or filing with, or notice to, any governmental or
regulatory authority, agency, department, commission, board, bureau,
body or instrumentality of the State of Maryland pursuant to any
provision of the MGCL; and

19


(e) Based solely upon an officer's certificate and to such
counsel's knowledge, there is no action, suit or proceeding
against, or governmental investigation of LTC, pending or
threatened before any Maryland court or Maryland administrative
agency which (i) seeks to prevent the performance by LTC of its
obligations under the Agreements, (ii) might materially and
adversely affect the performance by LTC of its obligations
under, or the validity of, the Agreements or (iii) might
materially and adversely affect the rights of LTC with regard to
any Mortgaged Property except as disclosed in the applicable
title insurance policies and related documentation delivered at
Closing.

(vii) the Purchaser shall have received an opinion from
Latham & Watkins, California Counsel to LTC dated Closing Date in form
and substance satisfactory to the Purchaser to the effect that:

(a) LTC is qualified to do business in the State of
California;

(b) The execution and delivery of the Transfer Agreement
and Pooling Agreement by LTC and the performance of the
obligations of LTC under the Transfer Agreement and Pooling
Agreement do not (i) violate any California statute or regulation
applicable to LTC, (ii) require any consents, approvals,
authorizations, registrations, declarations or filing by LTC
under and California statute or regulation applicable to LTC
(except for any filings with respect to any UCC financing
statement for the transfer of the Mortgage Loans, as to which we
express no opinion), (iii) result in the creation or imposition
of any lien, charge or encumbrance upon the Mortgage Loans, the
Certificates or any property or assets of LTC, except such liens,
charges or encumbrances, if any, that may arise as a result of
the Transfer Agreement and Pooling Agreement, or (iv) violate any
judgement, writ, injunction, decree, order or ruling of any court
or governmental authority binding on LTC of which we are aware.
No opinion is ex-

20

pressed in this paragraph (b) as to the appli-
cation of any antifraud laws or securities or
Blue Sky laws (not including the California
Real Property Securities Dealers law);

(c) The transfer, assignment and convey-
ance of the Mortgage Loans by LTC to the Compa-
ny pursuant to the Transfer Agreement are not
subject to the Bulk Sales Law of Division 6 of
the California Commercial Code;

(d) A federal or state court sitting in
California would honor the parties' choice of
law of New York as the law applicable to the
Transfer Agreement and Pooling Agreement sub-
ject to the qualification that a court in Cali-
fornia might not apply the laws of New York
respecting (a) the procedural rules governing
or affecting any action in California to en-
force the Transfer Agreement and Pooling Agree-
ment or (b) any provision or practice condoned
or permitted by New York law which is deter-
mined to be against a strong public policy of
the State of California;

(e) the Lower-Tier REMIC and the Upper-
Tier REMIC will each qualify as a REMIC for
purposes of the California Revenue and Taxation
Code;

(f) As a result of the qualification of
the Lower-Tier REMIC and the Upper-Tier REMIC
as REMICs for purposes of the California Taxa-
tion Code, the Lower-Tier REMIC and the Upper-
Tier REMIC will not be subject to California
income or franchise taxes, except as provided
below. The Lower-Tier REMIC and the Upper-Tier
REMIC may be subject to California income or
franchise tax in certain circumstances where
Federal income tax is also imposed, such as in
the case of net income from foreclosure proper-
ty. In addition, the Lower-Tier REMIC and the
Upper-Tier REMIC may be subject to the minimum
California franchise tax under section 23153 of
the California Revenue and Taxation Code. The
minimum California franchise tax is currently
$800.00 for each income year; and

21

(g) We are unaware of any other California taxes that might be
imposed on the Lower-Tier REMIC and the Upper-Tier REMIC, except for
(i) local taxes, such as real property taxes and documentary transfer
taxes, that might apply to the acquisition, holding or disposition of
real property as the result of foreclosure of one more of the Mortgage
Loans and (ii) local business license taxes that might be imposed by
various jurisdictions within California.

(viii) The Purchaser shall have received an opinion of counsel
to the Trustee, dated the Closing Date and in form and substance
satisfactory to the Purchaser;

(ix) The Purchaser shall have received an opinion of its
counsel, dated the Closing Date and in form and substance satisfactory to
the Purchaser;

(x) The Purchaser shall have received an opinion of counsel
to GMAC Commercial Mortgage Corporation, as Master Servicer, dated the
Closing Date and in form and substance satisfactory to the Purchaser;

(xi) The Purchaser shall have received all opinions required by
each of Standard & Poor's Ratings Group and Fitch Investors Service, Inc.
in order to obtain the required ratings on the Offered Certificates;

(xii) The Company shall have furnished or caused to be furnished
to the Purchaser on the Closing Date certificates of officers of the
Company satisfactory to the Purchaser as to the accuracy of the
representations and warranties of the Company herein at and as of the
Closing Date, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to such Closing Date and
as to such matters as the Purchaser may reasonably request;

(xiii) LTC shall have furnished or caused to be furnished to the
Purchaser at the Closing Date certificates of officers of LTC satisfactory
to the

22

Purchaser as to the accuracy of the representations and warranties of LTC
herein at and as such Closing Date, as to the performance by LTC of all of
its obligations hereunder to be performed at or prior to such Closing Date
as to such matters as the Purchaser may reasonably request;

(xiv) The Class A Certificates shall have been rated not less
than "AAA," by each of Standard & Poor's Ratings Services and Fitch
Investors Service, L.P.;

(xv) All other opinions, certificates and other documents
incident to, and all proceedings in connection with the transactions
contemplated by any of the Agreements shall be reasonably satisfactory in
form and substance to the Purchaser and its counsel. The Purchaser and its
counsel shall have received copies of all documents and other information
as they may reasonably request, in form and substance satisfactory to the
Purchaser and its counsel, with respect to such transactions and the taking
of all proceedings in connection therewith;

(xvi) On or after the date hereof there shall not have occurred
any of the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a suspension or
material limitation in trading in LTC securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities in
New York declared by either Federal or New York State authorities; or (iv)
the outbreak or escalation of hostilities involving the United States or
the declaration by the United States of a national emergency or war if the
effect of any such event specified in this clause (iv) in the Purchser's
judgement makes it impracticable or inadvisable to proceed with the
offering or the delivery of, on the terms and in the manner contemplated by
this Agreement and the Offering Circular; and

(xvii) Subsequent to the date hereof, there shall not have been
any change, or any development involving a prospective change, in or
affecting the business or properties of the Company or LTC

23

singly or in the aggregate, which the Purchaser concludes in its judgment,
materially impairs the investment quality of the Offered Certificates so as
to make it impractical or inadvisable to market the Offered Certificates as
contemplated by the Offering Circular.

If any of the conditions specified in this Section 8 shall not have
been fulfilled when and as provided by this Agreement, or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be
satisfactory in form and substance to the Purchaser and counsel to the
Purchaser, this Agreement and all obligations of the Purchaser hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Purchaser. Notice
of such cancellation shall be given to the Company in writing, or by telephone
confirmed in writing. Such cancellation shall be without prejudice to any
rights, claims or remedies that the Purchaser may have pursuant to this
Agreement or otherwise against any of the Company or LTC or any other person by
reason of such cancellation.

9. Indemnification and Contribution. (a) The Company and LTC will,
--------------------------------
jointly and severally, indemnify and hold harmless the Purchaser, the partners,
officers, employees and agents of the Purchaser and each person who controls the
Purchaser within the meaning of either the 1933 Act or the 1934 Act or
otherwise, against any losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject, under the 1933 Act, the 1934
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
alleged untrue statement of a material fact contained in the Offering Circular,
any amendment or supplement thereto, or any information provided to any holder
or prospective purchaser of Offered Certificates pursuant to Section 6(d)
herein, or any ABS Term Sheets, Structured Term Sheets or Collateral Term Sheets
(as such terms are defined in the no action letter dated February 17,1995,
issued by the Securities and Exchange Commission to the Public Securities
Association), or arise out of or are based upon the omission or alleged omission
to state therein a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and will
reimburse

24

each such indemnified party for any legal or other expenses reasonably incurred
by it in connection with investigating or defending any such action or claim as
such expenses are incurred; provided, however, that the Company and LTC will not
-------- -------
be liable in any such case to the extent that any loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Offering Circular or any
such amendment or supplement in reliance upon and in conformity with the
information hereto furnished to the Company and LTC by the Purchaser expressly
for use therein.

(b) The Purchaser agrees to indemnify and hold harmless each
of the Company and LTC and their respective directors, officers, employees and
agents and each person who controls the Company or LTC within the meaning of
either the 1993 Act or the 1934 Act or otherwise, against any losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Offering Circular or any amendment or supplement
thereto, or any ABS Term Sheets, Structured Term Sheets or Collateral Term
Sheets (as such terms are defined in the no action letter dated February 17,
1995, issued by the Securities and Exchange Commission to the Public Securities
Association), or arise out of or are based upon the omission or alleged omission
to state therein a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, in each
case to the extent, but only to the extent, that such statement or alleged
untrue statement or omission or alleged omission was made in the Offering
Circular or any such amendment or supplement in reliance upon and in conformity
with the information hereto furnished to the Company or LTC expressly for use
therein, and will reimburse each such indemnified party for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
any such action or claim as such expenses are incurred. This indemnity agreement
shall be in addition to any liability which the Purchaser may otherwise have

25

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party under such subsection, notify the indemnifying party or
parties in writing of the commencement thereof, but the omission so to notify
the indemnifying party or parties shall not relieve the indemnifying party or
parties form any liability which it or they may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party, it shall notify the indemnifying party or parties
of the commencement thereof, and the indemnifying party or parties shall be
entitled to participate therein and, to the extent that it or they shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the
indemnifying party or parties), and, after notice from the indemnifying party or
parties to such indemnified party of its or their election so to assume the
defense thereof, the indemnifying party or parties shall not be liable to such
indemnified party under such subsection for any legal expense of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs or
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified
party.

(d) If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or

26

liabilities (or actions in respect thereof), then the Company and LTC on the one
hand and the Purchaser on the other shall contribute to the amount paid or
payable as a result of such losses, claims, damages or liabilities (or actions
in respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Company and LTC on the one hand and the Purchaser on
the other from the offering of the Offered Certificates. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and LTC on the one hand and the Purchaser on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative benefits received by the
Company and LTC on the one hand and the Purchaser on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total purchase discounts
and commissions received by the Purchaser. The relative fault shall be
determined by reference to, among other things, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statements or omissions. The amount paid or payable by a party as a result of
the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or expenses
incurred by such party in connection with investigating or defending any such
claim. The Company and LTC and the Purchaser agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any other
--- ----
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this subsection (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section 11
(f) of the 1933 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

27

(e) The obligations of the Company under this Section 9 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Purchaser within the meaning of the 1933 Act; and the obligations of the
Purchaser under this Section 9 shall be in addition to any liability which the
Purchaser may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the 1933 Act.

10. Survival. The respective indemnities, agreements,
--------
representations, warranties and other statements of the Company, LTC and the
Purchaser, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of the Purchaser or any controlling person of the
Purchaser, the Company or LTC or any officer, director, employee, agent or
controlling person of the Company or LTC and shall survive delivery of and
payment for the offered Certificates.

11 Notices. All notices and other communications hereunder shall be
-------
in writing and shall be sent by mail, telex or facsimile transmission,
addressed (a) if to the Purchaser, to Goldman, Sachs & Co., 85 Broad Street, New
York, New York 10004, Attention: Steven Stuart, facsimile; (212) 357-5505, (b)
if to the Company, to LTC REMIC Corporation, 300 Esplanade Avenue, Suite 1260,
Oxnard, CA 93030, Attention: Andre Dimitriadis; and (c) if to the Originator or
LTC, to LTC Properties, Inc., 300 Esplanade Drive, Suite 1860, Oxnard, CA 93030
Attention: James Pieczynski, facsimile: (805) 981-8663. Any notice so given
shall take effect upon receipt thereof.

12. Miscellaneous. (A) THIS AGREEMENT SHALL BE CONSTRUED AND
-------------
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(b) The Headings in this Agreement are for purposes of reference only
and shall not limit or define the meaning hereof.

28

(c) This Agreement shall be binding upon, and inure solely to the
benefit of, the Purchaser, LTC and the Company and, to the extent provided in
Sections 9 and 10 hereof, the partners, officers, employees and agents of the
Purchaser and the directors, officers, employees and agents of each of the
Company and LTC and each person who controls the Company and LTC or the
Purchaser, and their respective heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any right under or by virtue
of this Agreement. Except with respect to Section 6(e), no purchaser of any of
the Offered Certificates from the Purchaser shall be deemed a successor or
assign by reason merely of such purchase. No right duty under this Agreement may
be assigned or delegated by the Company or LTC without the written consent of
the Purchaser and any such assignment or delegation made without such consent
shall be null and void for all purposes.

(d) Except as otherwise provided in the final paragraph of Section 8,
this Agreement may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.

(e) This Agreement may be executed in any number of counterparts,
each of which counterparts shall be an original, but all of which shall
constitute one instrument.

29

If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon the acceptance hereof by
the Purchaser, this letter and such acceptance hereof shall constitute a binding
agreement between the Purchaser, the Company and LTC.


Very truly yours,

LTC REMIC CORPORATION


By: /s/ Chris Ishikawa
------------------------------
Name: Chris Ishikawa
Title: Treasurer

LTC PROPERTIES, INC.

By: /s/ James J. Pieczynski
------------------------------
Name: James J. Pieczynski
Title: SUP & CFO

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.

By /s/ Goldman Sachs & Co.
----------------------------
Name: Todd Eagle
Title: Associate


If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon the acceptance hereof by the
Purchaser, this letter and such acceptance hereof shall constitute a binding
agreement between the Purchaser, the Company and LTC.


Very truly yours,

LTC REMIC CORPORATION

By: _________________________
Name:
Title:

LTC PROPERTIES, INC.

By: _________________________
Name:
Title:

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.

By /s/ Goldman Sach & Co
----------------------------
Name: Todd Eagle
Title: Associate

SCHEDULE I TO PURCHASE AGREEMENT

Title of Offered Certificates:
LTC Commercial Mortgage Pass-Through
Certificates, Series 1996-1

Aggregate principal amount:

$69,177,000 Class A Certificates
$ 8,718,000 Class B Certificates
$ 7,593,000 Class C Certificates
$ 5,062,000 Class D Certificates
$ 1,000 Class R Certificates
$ 1,000 Class LR Certificates