EXHIBIT 10.2

Exhibit 10.2

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LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 1998-1


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PURCHASE AGREEMENT


Dated May 11, 1998


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LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 1998-1

PURCHASE AGREEMENT


May 11, 1998


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

Ladies and Gentlemen:

LTC REMIC IV 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 Repurchase Agreement to be dated as of April 20, 1998 (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 (i) 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")
and (ii) the LTC Commercial Mortgage Pass-Through Certificates, Series 1993-1,
Class E (the "Mortgage Certificates"), 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 April 20, 1998 (the "Pooling Agreement"),
with LaSalle National Bank, as trustee (the "Trustee"), 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 April, 20 1998 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, the Mortgage Certificates and other related assets. The
Mortgage Loans have an aggregate unpaid principal balance of approximately
$129,266,430 and the Mortgage Certificate have a principal balance of
$26,382,110.83 as of the close of business on April 20, 1998 (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. 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 or the Mortgage Certificates are hereinafter referred to
collectively as the "Agreements."

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND LTC.

(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 April 30, 1998
(the "Preliminary Offering Circular") and a final offering circular dated
May 11, 1998 (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 thernon, 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 agreement of such party, enforceable against such party in
accordance with its terms. The Certificates and the Agreements will
conform to the respective descriptions 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 Date. 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 a
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 delivery of the Agreements, the transfer
of the Mortgage Loans and Mortgage Certificates 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;


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(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 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, in the case of LTC, 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
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 amounts payable
to the Purchaser set forth in SCHEDULE I hereto;

(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 and Class LR Certificates) will
qualify as "regular interests" in the Upper-Tier REMIC and each Class of
Lower-Tier Interests will qualify as "regular interests" in the Lower-Tier
REMIC, in each case, within the meaning of the Code, and the Class R and
Class LR Certificates will be the "residual interest" (within the meaning
of the Code) in the Upper-Tier REMIC and the Lower-Tier REMIC,
respectively; and

(xii) Assuming compliance by the Purchaser of the
representations and warranties contained herein, the offering and sale of
the Offered Certificates are exempt from the registration re-

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quirements of the 1933 Act and 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 and Mortgage Certificates to the Company pursuant to the Transfer
Agreement, LTC or its affiliates will own full legal and equitable title to
each Mortgage Loan and Mortgage Certificate free and clear of any lien,
mortgage, pledge, charge, encumbrance, adverse claim or other security
interest. The transfer of the Mortgage Loans and Mortgage Certificates 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 Mortgage Certificates; 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, Mortgage
Certificates 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 and Mortgage Certificates to the Trust Fund pursuant to the Pooling
Agreement, the Company will own full legal and equitable title to each
Mortgage Loan and Mortgage Certificate free and clear of any lien,
mortgage, pledge, charge, encumbrance, adverse claim or other security
interest. The transfer of the Mortgage Loans and Mortgage Certificates 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 and Mortgage Certificates 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 and Mortgage Certificates 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, Mortgage Certificates 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, WARRANTIES AND COVENANTS OF THE PURCHASER. The
Purchaser represents, warrants and covenants 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 (nor has it previously solicited any offers to buy any Offered
Certificate from, or offer to sell any Offered Certificates to any person)
unless (i) the Purchaser reasonably believes that at such time such person and
each other person for whom such person is acting are


4

"qualified institutional buyers" within the meaning of Rule 144A under the 1933
Act or an exemption from registration provided by Rule 144 under the 1933 Act is
available, and (ii) the Purchaser reasonably believes that any purchase of
Offered Certificates by such person in clause (i) 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 the person shall not
be (1) a person that is an employee benefit plan or other plan subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code, or (2) an entity whose underlying assets include plan
assets by reason of a plan's investment in such entity (within the meaning of
the Department of Labor Regulations, Section 2510.3-101), or (3) acting on
behalf of such plan or using "plan assets", unless an applicable exemption to
Title 29 of the U.S. Code of Federal Regulations (the "Plan Asset Regulations")
exists. The Purchaser understands that any such employee benefit plan or other
plan, or any such person acting on behalf of or using the assets of any such
plan are prohibited from acquiring the Offered Certificates.

(b) The Purchaser is a qualified institutional buyer within the
meaning of Rule 144A under the 1933 Act.

(c) The Purchaser is not an employee benefit plan or other plan
subject to the fiduciary responsibility provisions of ERISA or Section 4975 of
the Code.

(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.

The Purchaser shall not use or formally distribute any ABS Term Sheet,
Structured Term Sheet or Collateral Term Sheet (as such term is defined in
Section 9(a) herein) relating to the issuance and sale of the Offered
Certificates without the prior written consent of LTC and the Company.

4. PURCHASE AND SALE OF THE CERTIFICATES. In reliance upon the
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 from the Company, (i)
$82,491,000 aggregate principal amount of 6.029% Class A Certificates (the
"Class A Certificates"), (ii) $6,226,000 aggregate principal amount of 6.170%
Class B Certificates (the "Class B Certificates"), (iii) $10,896,000 aggregate
principal amount of 6.314% Class C Certificates (the "Class C Certificates"),
(iv) $9,338,000 aggregate principal amount of 6.960% Class D Certificates (the
"Class D Certificates"), (v) $12,452,000 aggregate principal amount of 7.792%
Class E Certificates (the "Class E Certificates" and, together with the Class A,
Class B, Class C and Class D Certificates, the "Offered Certificates") at an
aggregate price (the "Purchase Price") equal to the amount described in SCHEDULE
I hereto.

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
of the Offered Certificates pursuant hereto (the "Closing") shall be held on or
prior to May 14, 1998, 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 LLP, 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. On the Closing Date, the Company shall
deliver to the Trustee on behalf of The Depository Trust Company, against
payment of the Purchase Price, one global certificate for the Class A
Certificates in the denomination of $82,491,000, one global certificate for the
Class B Certificates in the denomination of $6,266,000, one global certificate
for the Class C Certificates in the denomination of


5

$10,896,000, and one global certificate for the Class D Certificates in the
denomination of $9,338,000, and one global certificate for the Class E
Certificates in the denomination of $12,452,000, each registered in the name of
Cede & Co., as nominee of DTC. If the 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 Date at
the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New
York, New York 10022.

6. COVENANTS OF THE COMPANY AND LTC. Each of the Company and LTC
jointly and severally, agree with the Purchaser:

(a) To make no further amendment or any supplement to the
Offering Circular without the consent of the Purchaser promptly after reasonable
notice thereof (which consent will not be unreasonably withheld or delayed); and
to advise the Purchaser promptly of any such amendment or supplement after such
Closing Date 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
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 Purchaser may
from time to time reasonably request, and, if at any time prior to the date on
which the distribution of the Offered Certificates has been completed as
determined by the Purchaser, but in no event later than 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 Date, 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 if the sale of the Certificates and the sale of any
such securities issued would in the Company's reasonable judgment be integrated
in a single offering for purposes of the 1933 Act; 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


6

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;

7. EXPENSES. The Company and LTC jointly and severally covenant and
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 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
reasonable legal fees, expenses and disbursements of Skadden, Arps, Slate,
Meagher & Flom LLP; 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
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 Closing 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 and Mortgage Certificates 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 Ernst & Young LLP, certified public accountants,
attached hereto as Schedule II;

(iv) The Purchaser shall have received an opinion 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;


7

(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. No opinion shall be expressed in this
paragraph as to the perfection or priority of any liens granted
pursuant to the Pooling Agreement;

(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 judgment, 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 or 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 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 reasonable-


8

ness, 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. 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 and Class E
Certificates to the Purchaser and the reoffer, resale and delivery of
the Class A, Class B, Class C, Class D and Class E 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
Considerations" 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) Such counsel have participated in conferences with
officers and other representatives of the Company, 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
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 and it being further understood that such counsel has not
reviewed any Mortgage Loan Files for any of the Mortgage Loans,
Certificate Mortgage Loans, Mortgaged Properties, the mortgaged
properties related to the Certificate Mortgage Loans, or offering
circular relating to the Certificate Mortgage Loans and Certificate
Mortgaged Properties and express no view with respect to information
or data regarding the Mortgage Loans or Certificate Mortgage Loans
included in or appended as exhibits in 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) Assuming compliance with the Pooling and Servicing
Agreement and further assuming that the Mortgage Certificates ate
regular interest in a REMIC as of the Closing Date the Trust Fund will
qualify for treatment for Federal income tax purposes as two separate
real


9

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 H 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, Class HL Interest and the Class
X-1L Interest will constitute "regular interests" in the Lower-Tier
REMIC and the Class LR Certificates will constitute the single class
of "residual interests" in the Lower-Tier REMIC within the meaning of
the Code.

(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 and Mortgage Certificates (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 of, 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

(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 or Mortgage Certificate except as
disclosed in the applicable title insurance policies and related
documentation delivered on the Closing Date.


10

(vii) the Purchaser shall have received an opinion from
Latham & Watkins, California counsel to LTC dated the 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 filings by LTC under any 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 and
Mortgage Certificates, as to which we express no opinion), (iii)
result in the creation or imposition of any lien, charge or
encumbrance upon the Mortgage Loans or Mortgage Certificates, 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
judgment, writ, injunction, decree, order or ruling of any court or
governmental authority binding on LTC of which we are aware. No
opinion is expressed in this paragraph (b) as to the application of
any antifraud laws or securities or Blue Sky laws (not including the
California Real Property Securities Dealers law);

(c) The transfer, assignment and conveyance of the
Mortgage Loans and Mortgage Certificates by LTC to the Company
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 subject to the
qualification that a court in California might not apply the laws of
New York respecting (a) the procedural rules governing or affecting
any action in California to enforce the Transfer Agreement and Pooling
Agreement or (b) any provision or practice condoned or permitted by
New York law which is determined 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 Taxation 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 property. 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

(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.


11

(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 Standard & Poor's Ratings Services ("S&P") 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 Purchaser as to the accuracy of the representations and
warranties of LTC herein at and as of 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," the Class B Certificates shall have been rated not less
than "AA", the Class C Certificates shall have been rated not less than
"A", the Class D Certificates shall have been rated not less than "BBB",
and the Class E Certificates shall have been rated not less than "BB", in
each case, by S&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 Purchaser's judgment 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 singly or in
the aggregate, which the Purchaser concludes in its judgment, materially
impairs the


12

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
or 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 as if such letter were applicable to a non-public offering of
securities), 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 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 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 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.


13

(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 from 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 expenses 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 of
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 arty 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
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 o 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.

(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


14

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: Mr. Rolf Edwards, facsimile: (212) 357-5505, (b) if to
the Company, to LTC REMIC IV Corporation, 300 Esplanade Avenue, Suite 1860,
Oxnard, CA 93030, Attention: Mr. Darrell Struck, facsimile: (805) 981-8663;
and (c) if to the Originator or LTC, to LTC Properties, Inc., 300 Esplanade
Drive, Suite 1860, Oxnard, CA 93030 Attention: Mr. Darrell Struck, 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.

(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 or 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.


15

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 IV CORPORATION



By: /s/ PAMELA J. PRIVETT
----------------------------
Name: Pamela J. Privett
Title: Senior V.P. and General Counsel


LTC PROPERTIES, INC.



By: /s/ PAMELA J. PRIVETT
----------------------------
Name: Pamela J. Privett
Title: Senior V.P. and General Counsel



Accepted as of the date hereof:

GOLDMAN, SACHS & CO.



By: /s/ ROLF EDWARDS
----------------------------
Name: Rolf Edwards
Title: Attorney In-fact


16

SCHEDULE I TO PURCHASE AGREEMENT


Title of Offered Certificates:
LTC Commercial Mortgage Pass-Through
Certificates, Series 1998-1

Aggregate principal amount:

$82,491,000 Class A Certificates
$ 6,226,000 Class B Certificates
$10,896,000 Class C Certificates
$ 9,338,000 Class D Certificates
$12,452,000 Class E Certificates