[Denver, Colorado]

                                                               [Tucson, Arizona]

                                                             [Fort Worth, Texas]

                                                                 [Austin, Texas]



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               CONTRACT OF ACQUISITION AND AGREEMENT TO MAKE LOAN





                                     between





                      HEALTH CARE PROPERTY INVESTORS, INC.,

                                    as Buyer





                                       and





                              ARCPI HOLDINGS, INC.,

                                    as Seller





                         Dated as of September 23, 2003



























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{PAGE}

               CONTRACT OF ACQUISITION AND AGREEMENT TO MAKE LOAN



     This Contract of Acquisition and Agreement to Make Loan (this  "Agreement")

is dated as of September 23, 2003 between HEALTH CARE PROPERTY INVESTORS,  INC.,

a  Maryland  corporation  ("Buyer"),   and  ARCPI  HOLDINGS,  INC.,  a  Delaware

corporation ("Seller").



                                    RECITALS

                                    --------



     A. Prior to the  transactions  contemplated by this Agreement,  Seller owns

90.2% of the outstanding membership interests in each of ARC SC Holdings, LLC, a

Delaware limited liability company ("SC Holdings"),  and Fort Austin Real Estate

Holdings, LLC, a Delaware limited liability company ("Fort Austin").  Buyer owns

9.8% of the outstanding  membership interests in SC Holdings.  Buyer's Affiliate

(as defined  below),  Texas HCP Holding,  L.P., a Delaware  limited  partnership

("Texas HCP"), owns 9.8% of the outstanding membership interests in Fort Austin.





     B. SC Holdings,  through its  wholly-owned  subsidiary,  ARC Santa Catalina

Real Estate  Holdings,  LLC, a Delaware  limited  liability  company ("ARC Santa

Catalina") owns the Tucson Facility (as defined below), and Fort Austin owns the

Denver Facility,  the Austin Facility and the Fort Worth Facility (as such terms

are defined below).





     C.  Phase II  Lessors  and Phase II Lessees  are  parties  to that  certain

Existing  Phase II Master Lease (as such terms are defined  below).  Each of the

Phase II Lessors and Phase II Lessees are Affiliates of Seller.





     D. In accordance  with the terms of the Existing  Phase II Master Lease and

immediately prior to the Closing (as defined below),  Phase II Lessors desire to

(i)  separate  and remove the Tucson  Facility,  Austin  Facility and Fort Worth

Facility  from the  Existing  Phase II Master  Lease and require the  applicable

Phase II Lessees to execute  and  deliver  the New  Separated  Lease (as defined

below) with respect to such Facilities, and (ii) terminate the Existing Phase II

Master Lease with respect to the Denver Facility.





     E.  Subsequent to the  termination of the Denver Facility from the Existing

Phase II Master Lease and the separation of the Tucson Facility, Austin Facility

and Fort  Worth  Facility  from the  Existing  Phase II  Master  Lease but still

immediately  prior to the  Closing  hereunder,  (i) ARC Santa  Catalina  will be

making a liquidating  distribution to SC Holdings, and (ii) both SC Holdings and

Fort Austin will be making liquidating  distributions to Buyer, Seller and Texas

HCP,  as  applicable,  all as more  particularly  set forth in the  Distribution

Agreements (as defined below).





     F. In connection  with such  distributions,  (i) ARC Santa Catalina will be

assigning  all of its  interests  as "Lessor" in the New  Separated  Lease to SC

Holdings,  and (ii) SC Holdings and Fort Austin will be  assigning  all of their

respective  interests as "Lessor" in the New Separated Lease to Buyer, Texas HCP

and Seller, all as more particularly described in the Distribution Agreements.



{PAGE}



     G. As a result,  Seller and Buyer will  respectively own (i) a 92.52% and a

7.48%   tenancy-in-common   interest  in  the  Tucson  Facility  (including  the

correlating  respective  interests (A) as "Lessor" under the New Separated Lease

for  the  Tucson  Facility  and (B) of the  outstanding  principal  and  accrued

interest under the GMAC Loan), (ii) Seller and Texas HCP will respectively own a

91.56% and a 8.44% tenancy-in-common  interest in the Denver Facility (including

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