SECOND AMENDMENT TO LOAN AGREEMENT

     This  Second  Amendment  to  Loan  Agreement  (this  "Second Amendment") is
executed  as  of  this  29th  day  of  January,  2003,  by  and between EMERITUS
PROPERTIES  XIII,  LLC, a Washington limited liability company (the "Borrower"),
and  GMAC  COMMERCIAL  MORTGAGE  CORPORATION,  a  California  corporation  (the
"Lender").

                                    Recitals

     A.  The  Borrower and the Lender executed that certain Loan Agreement dated
February  15, 2000, as amended by that certain First Amendment to Loan Agreement
by  and  between  Borrower  and  Lender  dated  June  12,  2001 (as amended, the
"Agreement').  Unless otherwise defined herein, capitalized terms shall have the
meaning  assigned  to  them  in  the  Agreement.

     B. The parties desire to extend the Maturity Date, divide the Note into two
separate  promissory  notes,  to  be  referred  to  as  Note  A  and  Note B, as
hereinafter  defined, and to amend certain other covenants, terms and conditions
of  the  Agreement.
                                    Agreement

     NOW,  THEREFORE,  in  consideration  of  the Recitals, the Borrower and the
Lender  hereby  amend  the  Agreement  as  follows:

     1.     In  Article  I,  the  term  "Debt Service Coverage for the Facility"
shall  be  deleted  and  replaced  with  the  following  three  definitions:

"Debt  Service  Coverage  for the Facility - A" means a ratio in which the first
number  is  the sum of net pre-tax income of the Borrower from the operations of
the  Facility  as  set  forth  in  the  quarterly  statements provided to Lender
(without  deduction  for  Actual  Management  Fees paid or incurred), calculated
based  upon  the  preceding  twelve  (12)  months, plus interest expense, to the
extent  deducted in determining net income, plus non-cash expenses or allowances
for  depreciation  and amortization of the Facility for said period, less either
Assumed  Management  Fees  or  Actual  Management  Fees,  as  specified  in  the
particular  covenant  being  tested,  and  the  second  number is the sum of the
principal  and  interest  amount  due  (even  if  not  paid)  on  Note A for the
applicable  period.  In  calculating  "pre-tax income", Extraordinary Income and
Extraordinary  Expenses  of  the  Borrower  shall  be  excluded.

"Debt  Service  Coverage  for  the  Facility - A & B" means a ratio in which the
first  number  is  the  sum  of  net  pre-tax  income  of  the Borrower from the
operations  of the Facility as set forth in the quarterly statements provided to
Lender  (without  deduction  for  Actual  Management  Fees  paid  or  incurred),
calculated  based  upon the preceding twelve (12) months, plus interest expense,
to  the  extent  deducted  in  determining net income, plus non-cash expenses or
allowances  for  depreciation  and amortization of the Facility for said period,
less  Assumed Management Fees, and the second number is the sum of the principal
and  interest  amount  due  (even  if  not  paid)  on  Note A and Note B for the
applicable  period.  In  calculating  "pre-tax income", Extraordinary Income and
Extraordinary  Expenses  of  the  Borrower  shall  be  excluded.

     2.     In Article I, the term "Governmental Authority" shall be deleted and
replaced  with  the  following:

"Governmental  Authority"  means  any  nation  or government, any state or other
political subdivision thereof, and any Person exercising executive, legislative,
judicial,  regulatory  or  administrative  functions  of  or  pertaining to such
government.

3.     In  Article  I,  the  term  "Loan" shall be deleted and replaced with the
following:

"Loan" means the loan in the original principal sum of $6,800,000 made by Lender
to the Borrower on February 15, 2000, as amended by that certain First Amendment
to Loan Agreement dated as of June 12, 2001, and as further amended, bifurcated,
extended  and  restated  as of January 29, 2003, evidenced jointly by Note A and
Note  B.

4.     In  Article  I, the term "Maturity Date" shall be amended by deleting the
date  "March  1,  2003"  and  replacing  it  with  "March  1,  2006".

5.     In  Article  I,  the  term  "Note" shall be deleted and replaced with the
following:

"Note"  means,  collectively,  Note  A  and  Note  B.

6.     In  Article  I,  the  following  definitions  shall  be  added:

"Note A" means that certain Restatement, Amendment and Bifurcation of Note (Note
A),  dated  January  29, 2003, in the principal amount of $6,240,000, payable by
the  Borrower  to  the Lender, as amended, extended and/or restated from time to
time,  executed  in  restatement,  amendment  and  bifurcation  of  that certain
Promissory  Note  executed  by  Borrower  in  the  original  principal amount of
$6,800,000,  dated  February  15, 2000, as amended by First Amendment dated June
12,  2001.

"Note B" means that certain Restatement, Amendment and Bifurcation of Note (Note
B),  dated January 29, 2003, in the principal amount of $560,000, payable by the
Borrower  to the Lender, as amended, extended and/or restated from time to time,
executed  in  restatement,  amendment and bifurcation of that certain Promissory
Note  executed by Borrower in the original principal amount of $6,800,000, dated
February  15,  2000,  as  amended  by  First  Amendment  dated  June  12,  2001.

"OFAC List" means the list of specially designated nationals and blocked Persons
subject  to  financial  sanctions  that  is  maintained  by  the  U.S.  Treasury
Department,  Office  of  Foreign  Assets  Control  and  any  other  similar list
maintained  by  the  U.S.  Treasury Department, Office of Foreign Assets Control
pursuant  to  any  Requirements  of  Law,  including,  without limitation, trade
embargo, economic sanctions, or other prohibitions imposed by Executive Order of
the  President  of  the  United  States.  The  OFAC List currently is accessible
through  the  internet  website  www.treas.gov/ofac/t11sdn.pdf.

"Requirements  of  Law" means (a) the organizational documents of an entity, and
(b)  any  law,  regulation,  ordinance,  code,  decree,  treaty,  ruling  or
determination  of  an  arbitrator, court or other Governmental Authority, or any
Executive  Order  issued  by  the  President  of the United States, in each case
applicable  to  or  binding upon such Person or to which such Person, any of its
property  or  the  conduct  of  its  business  is  subject  including,  without
limitation, laws, ordinances and regulations pertaining to the zoning, occupancy
and  subdivision  of  real  property.

7.     In  Article  I,  the term "Person" shall be deleted and replaced with the
following:

"Person"  means  an  individual,  partnership, limited partnership, corporation,
limited  liability  company,  business  trust,  joint  stock  company,  trust,
unincorporated  association,  joint  venture,  governmental  authority  or other
entity  of  whatever  nature.

8.     In Article I, the term "Total Debt Service Coverage" shall be deleted and
replaced  with  the  following:

"Total Debt Service Coverage" means a ratio in which the first number is the sum
of net pre-tax income of the Borrower from the operations of the Facility as set
forth  in  the  quarterly  statements  provided to Lender (without deduction for
Actual  Management  Fees  paid or incurred), calculated based upon the preceding
twelve (12) months, plus interest expense, to the extent deducted in determining
net  income,  plus  non-cash  expenses  or  allowances  for  depreciation  and
amortization  of the Facility for said period, less Assumed Management Fees, and
the  second  number is the sum of the principal and interest amount due (even if
not  paid)  on  Note  A,  Note B and the Seller Loan for the applicable period."

9.     A  new  Section  2.3  is  added:

"2.3     Fees.

     (a)  Origination Fee. An origination fee of 1% ($68,000) of the outstanding
          ---------------
principal  balance  of the Loan as of December 31, 2002 shall be due and payable
by  Borrower  to  Lender  on  January  29  2003.

     (b)     Underwriting  Fee.An  underwriting  fee  of $5,000 shall be due and
             ------------------
payable  by  Borrower  to  Lender  on  January  29,  2003."

10.     In  Article  III,  the  following  sections  are  added:

3.30  No  Illegal  Activity as Source of Funds. No portion of the Collateral has
      ----------------------------------------
been  or will be purchased, improved, equipped or furnished with proceeds of any
illegal  activity.

3.31  Compliance  with  Anti-Terrorism,  Embargo,  Sanctions  and  Anti-Money
      -----------------------------------------------------------------------
Laundering  Laws.  Borrower,  has  no  actual  knowledge nor has it received any
     -----------
written  notice  that  (a)  each  Person  owning  an  interest of 20% or more in
Borrower,  (b)  Guarantor  or  (c)  Manager: (i) is currently identified on OFAC
List, or (ii) is a Person with whom a citizen of the United States is prohibited
to  engage  in  transactions  by  any trade embargo, economic sanction, or other
prohibition  of  United  States  law,  regulation,  or  Executive  Order  of the
President  of  the  United States. Borrower has implemented procedures, and will
consistently  apply  those procedures throughout the term of the Loan, to ensure
the  foregoing representations and warranties remain true and correct during the
term  of  the  Loan.

3.32     Seller  Loan.Borrower represents and warrants to Lender that the Seller
         -------------
Loan     has been extended to mature on or following the Maturity Date under the
terms     and  in the form of that certain Amendment to Note dated as of January
29,     2003,  by  and  between Seller and Borrower, attached hereto as Schedule
3.32  and  made  apart  hereof,  and  Lender  acknowledges and consents to same.

     11.  Sections  4.4(a)  through  4.4(i),  and,  beginning  on  page  17, the
paragraphs following 4.4(i) of the Agreement extending through and including all
paragraphs  on  page  18  of  the Agreement (ending with the phrase "subrogation
rights  of the Lender."), are hereby deleted in their entirety and replaced with
the  following:

     "4.4 Insurance. Maintain, at its expense, the following insurance coverages
          ---------
and  policies  with  respect to the Collateral and the Facility, which coverages
and  policies  must  be  acceptable to Lender's insurance consultant in its sole
discretion:

     (a)  Comprehensive  "all risk" insurance, including coverage for windstorms
and  hail,  in  an  amount  equal  to  100%  of the full replacement cost of the
Facility, which replacement cost shall be determined by the "Insurable Value" or
"Cost  Approach to Value" reflected in the most recent Lender approved appraisal
for  the Facility, without deduction for depreciation. Such insurance shall also
include  (i)  agreed  insurance  amount  endorsement  waiving  all  co-insurance
provisions,  and (ii) an "Ordinance or Law Coverage" endorsement if the Facility
or  the  use  thereof  shall constitute a legal non-conforming structure or use.

     (b)  Commercial  general  liability  insurance  against  claims  for sexual
harassment  abuse  of residents and/or patients, personal injury, bodily injury,
death  or  property  damage,  in  or  about  the  Facility  to be on a so-called
"occurrence"  basis  for at least $1,000,000.00 per occurrence and $3,000,000.00
in  the  aggregate  with  a  $5,000,000.00  umbrella  coverage.

     (c)  Professional  liability  insurance against claims for personal injury,
bodily  injury  or  death,  in  or  about  the  Facility  to  be  on a so-called
"occurrence"  basis  for at least $1,000,000.00 per occurrence and $3,000,000.00
in  the  aggregate.

     (d)  Business  interruption  income insurance for the Facility in an amount
equal  to  100% of the net income plus carrying costs and extraordinary expenses
of  the  Facility  for  a  period  of twelve (12) months as projected by Lender,
containing  a  90-day  extended  period  of  indemnity  endorsement

     (e) Flood Hazard insurance if any portion of the Improvements is located in
a  "flood  zone  area,"  as  identified  in  the Federal Register by the Federal
Emergency  Management  Agency  as a 100-year flood zone or "special flood hazard
area"  and  in  which flood insurance is available. In lieu thereof, Lender will
accept  proof,  satisfactory to it in its sole discretion, that the Improvements
are  not  within  the  boundaries  of  a  designated  area.

     (f)  Workers'  compensation  insurance, if applicable and required by state
law,  subject  to  applicable  state  statutory limits, and employer's liability
insurance  with  a  limit  of  $1,000,000.00  per  accident  and per disease per
employee  with  respect  to  the  Facility.

     (g) Comprehensive boiler and machinery insurance, including properly damage
coverage  and  time  element  coverage  in  an  amount equal to 100% of the full
replacement  cost,  without  deduction for depreciation, of the Facility housing
the  machinery, if steam boilers, pipes, turbines, engines or any other pressure
vessels  are  in operation with respect to the Facility. Such insurance coverage
shall include a "joint loss" clause if such coverage is provided by an insurance
carrier  other  than  that which provides the comprehensive "all risk" insurance
described  above.

     (h)  During  the  period  of  any construction and/or renovation of capital
improvements  with  respect  to  the  Facility  or  any  new construction at the
Facility,  builder's  risk  insurance  for  any  improvements under construction
and/or  renovation,  including,  without  limitation,  costs  of  demolition and
increased  cost  of construction or renovation, in an amount equal the amount of
the general contract plus the value of any existing purchase money financing for
improvements  and materials stored on or off the Properly, including "soft cost"
coverage.

     (i)  If  the  Facility  is  located in a seismically active area or an area
prone  to  geologic  instability  and  mine  subsidence,  Lender  may require an
inspection  by  a  qualified  structural  or geological engineer satisfactory to
Lender,  and  at  Borrower's  expense.  The  Facility  must  be structurally and
geologically  sound  and  capable  of  withstanding  normal  seismic activity or
geological movement Lender reserves the right to require earthquake insurance or
Maximum Probable Loss insurance on a case by case basis in amounts determined by
Lender.

     (j)  Such  other insurance coverages as may be deemed necessary at any time
during the term of the Loan and as shall be provided within such time periods as
Lender  may  determine, in each case, in its commercially reasonable discretion.

     All  insurance  policies  shall  have  a term of not less than one year and
shall  be  in  the  form  and amount and with deductibles as, from time to time,
shall  be  acceptable  to Lender in its sole discretion. All such policies shall
provide  for  loss  payable  solely  to  Lender  and  shall  contain  a standard
"non-contributory mortgagee" endorsement or its equivalent relating, among other
things,  to  recovery by Lender notwithstanding the negligent or willful acts or
omissions  of  Borrower and notwithstanding (i) occupancy or use of the Facility
for  purposes  more  hazardous than those permitted by the terms of such policy,
(ii)  any  foreclosure  or other action taken by Lender pursuant to the Mortgage
upon  the  occurrence  of an Event of Default thereunder, or (iii) any change in
title  or  ownership  of  the  Facility.

     All  insurance  policies must be written by a licensed insurance carrier in
the  State in which the Facility is located and such insurance carrier must have
a  long-term  senior  debt  rating of at least "A" by Standard and Poor's Rating
Service;  provided,  that  if  the  initial  principal balance of the Loan is in
excess  of  $25,000,000.00,  such insurance carrier must have a long-term senior
debt  rating  of  at  least  "AA"  by  Standard  &  Poor's  Rating  Service.

     All  liability  insurance  policies  must  name  "GMAC  Commercial Mortgage
Corporation  and its successors and/or assigns as their interests may appear" as
additional  insureds,  and  all  property  insurance  policies  must  name "GMAC
Commercial  Mortgage Corporation and its successors and/or assigns" as the named
mortgage holder entitled to all insurance proceeds. Lender shall have the right,
without  Borrower's  consent,  by notice to the insurance company, to change the
additional  insured and named mortgagee endorsements in connection with any sale
of  the  Loan.  Notwithstanding  anything  contained  herein,  Borrower shall be
entitled  to  all  insurance  proceeds  covered by and disbursed under the above
referenced comprehensive all risk insurance policy provided such proceeds do not
exceed  $25,000.00  per  occurrence.

     All  insurance  policies  for the above required insurance must provide for
thrty  (30)  days  prior  written  notice  of  cancellation  to  Lender.

     Policies or binders, together with evidence of the above required insurance
on ACORD Form 27 or its equivalent, must be submitted to Lender prior to setting
the  interest  rate  on  the  Loan.

     With  respect  to  insurance  policies  which  require  payment of premiums
annually,  not  less  than thirty (30) days prior to the expiration dates of the
insurance  policies obtained pursuant to this Agreement, Borrower shall pay such
amount,  except  to the extent Lender is escrowing sums therefor pursuant to the
Loan  Documents. Not less than thirty (30) days prior to the expiration dates of
the  insurance  policies  obtained  pursuant  to  this  Agreement,  originals or
certified  copies  of renewals of such policies (or certificates evidencing such
renewals) bearing notations evidencing the payment of premiums or accompanied by
other  evidence satisfactory to Lender of such payment, which premiums shall not
be  paid by Borrower through or by any financing arrangement, shall be delivered
by  Borrower  to  Lender  at  the address set forth in Section 8.7 hereof and in
Exhibit  "E"  hereto. Borrower shall not carry separate insurance, concurrent in
kind  or  form or contributing in the event of loss, with any insurance required
under  this  Section  4.4.  If  the  limits of any policy required hereunder are
reduced  or  eliminated due to a covered loss, Borrower shall pay the additional
premium,  if  any, in order to have the original limits of insurance reinstated,
or  Borrower  shall  purchase  new  insurance  in  the same type and amount that
existed  immediately  prior  to  the  loss.

     If  Borrower  fails to maintain and deliver to Lender the original policies
or  certificates  of  insurance  required  by this Agreement, Lender may, at its
option,  procure  such  insurance and Borrower shall pay or, as the case may be,
reimburse Lender for, all premiums thereon promptly, upon demand by Lender, with
interest thereon at the Default Rate from the date paid by Lender to the date of
repayment  and  such  sum  shall  constitute  a  part  of  the Loan Obligations.

     The insurance required by this Agreement may, at the option of Borrower, be
effected  by  blanket  and/or  umbrella  policies  issued  to  Borrower or to an
Affiliate  of  Borrower  covering  the  Facility  and  the  properties  of  such
Affiliate;  provided  that, in each case, the policies otherwise comply with the
provisions  of  this  Agreement and allocate to the Facility, from time to time,
the  coverage  specified  by this Agreement, without possibility of reduction or
coinsurance  by  reason  of, or damage to, any other property (real or personal)
named  therein. If the insurance required by this Agreement shall be effected by
any such blanket or umbrella policies, Borrower shall furnish to Lender original
policies  or  certified  copies thereof, with schedules attached thereto showing
the  amount of the insurance provided under such policies which is applicable to
the  Facility.

     Neither  Lender nor its agents or employees shall be liable for any loss or
damage  insured  by  the insurance policies required to be maintained under this
Agreement;  it  being  understood  that  (a)  Borrower  shall look solely to its
insurance  company  for  the recovery of such loss or damage, (b) such insurance
company  shall  have  no  rights  of  subrogation  against Lender, its agents or
employees,  and  (c)  Borrower  shall  use its best efforts to procure from such
insurance  company  a  waiver of subrogation rights against Lender. If, however,
such  insurance  policies  do  not  provide  for  a waiver of subrogation rights
against Lender (whether because such a waiver is unavailable or otherwise), then
Borrower  hereby  agrees,  to  the extent permitted by law and to the extent not
prohibited  by such insurance policies, to waive its rights of recovery, if any,
against  Lender,  its agents and employees, whether resulting from any damage to
the  Facility, any liability claim in connection with the Facility or otherwise.
If  any  such insurance policy shall prohibit Borrower from waiving such claims,
then  Borrower  must  obtain from such insurance company a waiver of subrogation
rights  against  Lender.

     Borrower  appoints  Lender  as  Borrower's  attorney-in-fact  to  cause the
issuance  of  an  endorsement  of  any  insurance  policy to bring Borrower into
compliance  herewith and, as limited above, at Lender's sole option, to make any
claim for, receive payment for, and execute and endorse any documents, checks or
other  instruments  in payment for loss, theft, or damage covered under any such
insurance  policy; provided, however, that in no event will Lender be liable for
failure  to  collect  any  amounts  payable  under  any  insurance  policy.

12.     Section  4.5,  Financial and Other Information, (a) is hereby amended by
                       -------------------------------
deleting  the  phrase "one hundred twenty (120)" in the first line and replacing
it  with  the  phrase  "ninety  (90)".

13.     Section 4.5, Financial and Other Information(d) is hereby deleted in its
                     -------------------------------
entirety  and  replaced  with  the  following:

"d.  Within forty-five (45) days after the end of each fiscal quarter, unaudited
financial  statements  of  the  Facility,  certified  as true and correct in all
material  respects  by  a  financial officer of Borrower, prepared in accordance
with  GAAP,  which  shall  include  a  balance sheet and statement of income and
expenses  for  the  quarter  then  ended."

14.     Section  4.5,  Financial and Other Information, (e) is hereby deleted in
                       -------------------------------
its  entirety  and  replaced  with  the  following:

"e.  Within  forty-five  (45)  days  after  the  end  of  each fiscal quarter of
Borrower,  unaudited  financial  statements  of Borrower, prepared in accordance
with  GAAP,  which  shall  include  a  balance sheet and statement of income and
expenses  for  the  quarter  then  ended."

15.     A  new  Section  4.5,  Financial  and  Other  Information, (n) is added:
                               ----------------------------------

"Within  forty-five  (45)  days  after  the  end  of  each fiscal quarter of the
Facility,  a  statement  of  the accounts receivable and accounts payable of the
Facility,  prepared  in accordance with generally accepted accounting principles
consistently  applied,  certified  by  a financial officer of the Borrower to be
true  and  correct"

16.     Section  4.12, Debt Service Coverage Requirements, (a) is hereby deleted
                       ----------------------------------
in  its  entirety  and  replaced  with  the  following:

"a.     Required  Ratios.
        ----------------

     (i)  Debt  Service Coverage for the Facility (Notes A & B). Commencing with
          -----------------------------------------------------
the  quarter  ending  June 30, 2003, achieve and thereafter maintain, and within
forty-five  (45)  days after the end of each fiscal quarter of Borrower, provide
evidence  to  Lender  of the achievement of, the following debt service coverage
ratios  until  the  Loan  is  paid  in  full:

     (A)     a  Debt  Service  Coverage for the Facility - A, after deduction of
Actual  Management  Fees,  of  not  less  than  1.25  to  1.0;

     (B)     a  Debt  Service  Coverage for the Facility - A, after deduction of
Assumed  Management  Fees,  of  not  less  than  1.35  to  1.0;

     (C)     a  Debt  Service Coverage for the Facility - A & B of not less than
1.10  to  1.0;  and

     (ii)  Total  Debt  Service  Coverage.  Commencing  with  the quarter ending
           ------------------------------
December  31,  2003,  a Total Debt Service Coverage of not less than 1.0 to 1.0.

17.     Section  4.12,  Debt  Service  Coverage  Ratio, (d) is hereby amended by
                        ------------------------------
adding  the
following  sentence:

"It  is  understood  that  notwithstanding anything to the contrary contained in
this  subparagraph  (d), this subparagraph (d) shall apply in the event that any
of  the Debt Service Coverage for the Facility -A & B, the Debt Service Coverage
for  the  Facility-A,  or  the  Total  Debt  Service Coverage is not achieved or
maintained."

18.     In  Section  4.15, Management Agreement, the following sentence is added
                           --------------------
to  the
end  of  the  section:

"Borrower  shall  cause the Management Agreement to be coterminous with the Loan
and  any  extensions  thereto."

19.     In  Article  IV,  the  following  section  is  added:

4.23  Compliance  with  Anti-Terrorism,  Embargo,  Sanctions  and  Anti-Money
      -----------------------------------------------------------------------
Laundering  Laws. Borrower shall comply with all Requirements of Law relating to
     -----------
money  laundering, anti-terrorism, trade embargos and economic sanctions, now or
hereafter  in effect. Upon Lender's request from time to time during the term of
the  Loan,  Borrower  shall  certify  in  writing  to  Lender  that  Borrower's
representations,  warranties  and  obligations  under Sections 3.30 and 3.31 and
this  Section  4.23 remain true and correct and have not been breached. Borrower
shall  immediately  notify  Lender  in  writing  if any of such representations,
warranties  or covenants are no longer true or have been breached or if Borrower
has  a  reasonable basis to believe that they may no longer be true or have been
breached.  In  connection  with  such  an  event, Borrower shall comply with all
Requirements  of Law and directives of Govermnental Authorities and, at Lender's
request,  provide  to  Lender  copies  of  all  notices,  reports  and  other
communications  exchanged  with,  or  received  from,  Governmental  Authorities
relating  to  such  an  event.  Borrower shall also reimburse Lender any expense
reasonably  incurred  by Lender in evaluating the effect of such an event on the
Loan  and  Lender's  interest  in  the collateral for the Loan, in obtaining any
necessary  license  from Governmental Authorities as may be necessary for Lender
to  enforce  its  rights  under  the  Loan  Documents, and in complying with all
Requirements  of Law applicable to Lender as the result of the existence of such
an event and for any penalties or fines imposed upon Lender as a result thereof.

     20.     Section  8.7,  Notices  is  hereby amended by deleting the existing
notice  addresses  and  replacing  them  with  the  following  notice addresses:

     "If  to  Borrower:

Emeritus  Properties  XIII,  LLC  c/o  Emeritus Corporation 3131 Elliott Avenue,
Suite  500  Seattle,  Washington  98121  Attention:  Raymond  R.  Brandstrom

With  copy  to:

Randi  S.  Nathanson,  Esq.
The  Nathanson  Group  PLLC
1520  Fourth  Avenue
Sixth  Floor
Seattle,  Washington  98101

With  copy  to  Seller:

c/o  David  McClinton
7901  168th  Avenue  Northeast
Redmond,  Washington  98073

If  to  Lender:

GMAC  Commercial  Mortgage  Corporation
200  Witmer  Road
Horsham,  Pennsylvania  19044
ATTN:  Servicing  Department

With  copy  to:

Kay  K.  Dams,  Esq.
Walston,  Wells,  Anderson  &  Dams,  LLP
505  20th  Street  North,  Suite  500
Birmingham,  Alabama  35203"




     Except  as  expressly  amended  hereby,  the Agreement shall remain in full
force  and  effect  in  accordance  with  its  terms.

     With  the  exception  of  any  representations  and  warranties  regarding
Borrower's  method  of  accounting  for  move-in  fees  complying with GAAP, the
Borrower  represents  and  warrants  that the representations and warranties set
forth in Article III of the Agreement are as true and correct on the date hereof
as  when  initially  made,  except  as such representation or warranty expressly
relates  to  another  date.

     The  Borrower acknowledges and agrees that there are no offsets or defenses
to the obligations set forth in the Agreement, as hereby amended, and represents
that  there  are no Events of Default existing on the date hereof, nor are there
any  facts  or consequences which will or would reasonably be expected as of the
date  hereof  to  lead  to  an  Event  of  Default  under  the  Agreement.

     IN  WITNESS  WHEREOF,  the  Borrower and the Lender have caused this Second
Amendment  to be executed by their duly authorized respective representatives as
of  the  date  first  set  forth  above.

PLEASE BE ADVISED THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND
--------------------------------------------------------------------------------
CREDIT,  OR  FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE UNENFORCEABLE UNDER
--------------------------------------------------------------------------------
WASHINGTON  LAW.
----------------



EMERITUS  PROPERTIES  XIII,  LLC,  a  Washington  limited  liability  company

By:  Emeritus  Corporation,  a  Washington  corporation  Its:  Sole  Member

By:         /s/  Raymond  R.  Brandstrom
            ----------------------------
Name:        Raymond  R.  Brandstrom
Its:         Vice  President  of  Finance


GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a  California  corporation

     By:         /s/  Lisa  M.  Lautner
                 ----------------------
Name:            Lisa  M.  Lautner
Its:             SVP