RESTATEMENT, AMENDMENT AND BIFURCATION OF
                    -----------------------------------------
                                 PROMISSORY NOTE
                                 ---------------
                                   (NOTE "B")

$560,000.00     January  29,  2003


     FOR  VALUE  RECEIVED,  the  undersigned  EMERITUS  PROPERTIES  XIII, LLC, a
Washington  limited  liability  company having an address at Emeritus Properties
XIII,  LLC,  c/o  Emeritus Corporation, 3131 Elliott Avenue, Suite 500, Seattle,
Washington  98121,  Attention:  Raymond  R.  Brandstrom (the "Borrower"), hereby
promises  to  pay  to  the  order  of  GMAC  COMMERCIAL  MORTGAGE CORPORATION, a
California  corporation,  having  an  address  at  200  Whitmer  Road,  Horsham,
Pennsylvania  19044 ("the Lender"), its successors and assigns as holder of this
Note  or, if this Note has then been endorsed "to bearer," to the bearer of this
Note  (the  Lender,  its said successors and assigns, and any such bearer, being
hereinafter sometimes referred to collectively as "the Holder"), at the Lender's
said address or at such other place or to such other person as may be designated
in  writing  to  the  Borrower  by the Lender, the principal sum of Five Hundred
Sixty  Thousand  and  No/100  Dollars  ($560,000.00) (the "Loan"), together with
interest  on  the  unpaid  balance  thereof  at  the rate hereinafter set forth.

     ON THE TERMS AND SUBJECT TO THE CONDITIONS which are hereinafter set forth:

     Section  1.  Interest  Rate  and  Payment  Dates.
                  -----------------------------------

     1.1  Initial  Rate  and  Initial  PaymentInterest  shall  accrue  on  the
          ------------------------------------
outstanding  balance  of the principal amount outstanding hereunder from time to
         -
time  from  and  after  the date hereof at the rate of 9.75% per annum until the
first  Rate  Adjustment  Date  (as  defined  below).  On  each  successive  Rate
Adjustment  Date,  the  rate  of  interest  at  which  interest accrues shall be
adjusted  to the then applicable LIBOR Rate (as defined below). Interest for the
period  beginning  on the date of this Note and ending on and including the last
day  of  the  month  in  which  this  Note is dated shall be payable on the date
hereof.  Interest shall be paid in arrears and shall be computed on the basis of
an actual 360-day year and shall be charged on the principal balance outstanding
from  time  to  time.

     1.2  Rate  Adjustment  Date and Payment Adjustment Dates. The interest rate
          ---------------------------------------------------
shall  be  adjusted on the dates (each being a "Rate Adjustment Date") described
in  this  paragraph.  The  first  Rate  Adjustment  Date  shall  be  , 2003, and
subsequent  Rate Adjustment Dates shall fall on the first day of each subsequent
one  month  anniversary  thereafter.  The first payment adjustment date shall be
February  1,  2003,  and  subsequent  payment adjustment dates shall fall on the
first  day  of  each  calendar  month  thereafter  during  the term of the Loan.

     1.3  Default  Interest  Rate.  If the Borrower fails to make any payment of
          -----------------------
principal,  interest  or  fees on the date on which such payment becomes due and
payable  (including  applicable  grace  periods)  whether  at  maturity  or  by
acceleration  or  on any other date, such payment shall accrue interest from the
date  on  which  such  payment was due (and not the date of the payment default)
until  paid  at  a  rate  equal  to the lesser of (a) eighteen percent (18%) per
annum,  or  (b) the maximum rate of interest permitted under Washington law (the
"Default  Rate").

     1.4 LIBOR Rate. The LIBOR Rate ("London Interbank Offered Rate") shall mean
         ----------
the average of London Interbank Offered Rates for a term of one month determined
solely  by Holder in the manner described below as of each Rate Adjustment Date,
and  shall  be seven and three quarters percent (7.75%) in excess of the greater
of (i) one month LIBOR, determined in the manner herein set forth below; or (ii)
two  percent  (2.0%)  per annum. On each Rate Adjustment Date, Holder w$1 obtain
one month LIBOR (in U.S. Dollar deposits) from the appropriate Bloomberg display
page available as of the close of business announced on the last business day of
the month immediately preceding the Rate Adjustment Date. In the event Bloomberg
ceases  publication  or ceases to publish one month LIBOR, Holder shall select a
comparable  publication  to determine one month LIBOR and provide notice thereof
to  Borrower.  LIBOR may or may not be the lowest rate based upon the market for
U.S.  Dollar  deposits  in  the  London Interbank Eurodollar Market at which the
Holder  prices loans on the date on which the LIBOR Rate is determined by Holder
as  set  forth  above.

     1.5  LIBOR  Rate Adjustments. This Note shall bear interest at the rate set
          -----------------------
forth above or at the applicable LIBOR Rate until a new LIBOR Rate is determined
on each Rate Adjustment Date in accordance with the provisions hereof, provided,
however,  that,  if  Holder  at  any time determines, in the sole but reasonable
exercise  of its discretion, that it has miscalculated the amount of the monthly
payment of principal and/or interest (whether because of a miscalculation of the
LIBOR  Rate  or  otherwise),  then  Holder  shall give notice to Borrower of the
corrected  amount of such monthly payment (and the corrected amount of the LIBOR
Rate,  if  applicable)  and  (a) if the corrected amount of such monthly payment
represents  an  increase  thereof, then Borrower shall, within ten (10) calendar
days  thereafter, pay to Holder any sums that Borrower would have otherwise been
obligated  under  this  Note  to  pay  to  Holder had the amount of such monthly
payment  not  been miscalculated, or (b) if the corrected amount of such monthly
payment represents a decrease thereof and Borrower is not otherwise in breach or
default  under  any  of  the terms and provisions of the Note or the Instrument,
then  Borrower shall, within (10) calendar days thereafter be paid the sums that
Borrower would not have otherwise been obligated to pay to Holder had the amount
of  such  monthly  payment  not  been  miscalculated.

     1.6 LIBOR Unascertainable. If (i) on any date on which the LIBOR Rate would
         ---------------------
otherwise be set Holder shall have determined in good faith (which determination
shall be conclusive and which determination may arise as a result of the sale of
participations  in the Loan) that (A) adequate and reasonable means do not exist
for  ascertaining  one  month  LIBOR  or  (B)  a  contingency has occurred which
materially and adversely affects the London Interbank Eurodollar Market at which
Holder  prices loans on the date on which the LIBOR Rate is determined by Holder
as  set  forth  above,  or (ii) at any time Holder shall have determined in good
faith  (which determination shall be conclusive) that the making, maintenance or
funding  of  any  part  of  the  Loan has been made impracticable or unlawful by
compliance  by  Holder in good faith with any Law or guideline or interpretation
or  administration  thereof  by  any  Governmental  Authority  charged  with the
interpretation or administration thereof or with any request or directive of any
such  Governmental Authority (whether or not having the force of law); then, and
in  any  such event, Holder may notify Borrower of such determination. Upon such
date  as  shall be specified in such notice (which shall not be earlier than the
date  such  notice  is  given)  the  obligation  of Holder to charge interest to
Borrower  at  the  LIBOR  Rate  shall be suspended until Holder shall have later
notified  Borrower  of Holder's determination in good faith (which determination
shall  be  conclusive)  that  the  circumstances  giving  rise  to such previous
determination  no  longer  exist.

     1.7  U.S.  Treasury  Securities.  If  Holder  notifies  Borrower  of  a
          --------------------------
determination  under subsection 1.6 hereof for purposes of calculating the LIBOR
         ---
Rate, the one month LIBOR shall automatically be converted to the "Index" of the
weekly average yield on United States Treasury Securities adjusted to a constant
maturity  of  one  year,  as made available by the Federal Reserve Board 45 days
prior  to  the  Rate  Adjustment  Date.

     1.8  Reimbursement  for  Increased  Costs.  If  any  law  or  guideline  or
          ------------------------------------
interpretation or application thereof by any governmental authority charged with
the  interpretation  or administration thereof or compliance with any request or
directive of any governmental authority (whether or not having the force of law)
now  existing or hereafter adopted (i) subjects Holder to any tax or changes the
basis of taxation with respect to this Note, the Loan or payments by Borrower of
principal,  interest  or other amounts due from Borrower hereunder or thereunder
(except  for taxes on the overall net income or overall gross receipts of Holder
imposed  as  a result of a present or former connection between the jurisdiction
of  the  government  or  taxing authority imposing such tax on Holder; provided,
that  this  exclusion shall not apply to a connection arising solely from Holder
having  executed,  delivered,  performed  its  obligations  under  or received a
payment  under,  or  enforced  any  of the Loan Documents (as defined in Section
8.1.1  below)  or  (ii)  imposes upon Holder any other condition or expense with
respect to this Note, the Loan or its making, maintenance or funding of any part
of  the Loan or any security therefor, and the result of any of the foregoing is
to  increase the cost to, reduce the income receivable by, or impose any expense
(including,  without limitation, loss of margin) upon Holder with respect to the
Note,  or  the  making,  maintenance  or  funding of any part of the Loan, by an
amount  which  Holder  deems to be material, Holder may from time to time notify
Borrower  of  the  amount  determined  in  good  faith  (using any averaging and
attribution  methods)  by  Holder  (which  determination shall be conclusive and
which  determination  may arise as a result of the sale of participations in the
Loan)  to  be  necessary  to  compensate  Holder for such increase, reduction or
imposition  and,  if  Borrower is by law prohibited from paying any such amount,
Holder may elect to declare the unpaid principal balance hereof and all interest
accrued  thereon  immediately  due  and  payable.  Such  amount shall be due and
payable  by  Borrower  to  Holder  seven  (7)  days  after such notice is given.

     Section  2. Payments. Commencing on , 2003, and continuing on the first day
                 --------
of  each  calendar  month  thereafter  through  and  including the Maturity Date
(defined  below),  monthly  payments  of principal and interest shall be made in
such  amount as is necessary, taking into account the then effective LIBOR Rate,
to  fully  amortize the unpaid principal balance of the Note on the date that is
five  (5)  years  after  the  first  Rate  Adjustment  Date.

     Section  3.  Application  of Payments. Payments made by Borrower on account
                  ------------------------
hereof  shall  be  applied  first  toward any Late Fees (hereinafter defined) or
other  fees and charges due hereunder, second toward payment of any interest due
at  the  Default  Rate,  third  toward  payment  of any interest due at the then
applicable  LIBOR  Rate  set  forth  in  subsection 1.4 above, and fourth toward
payment  of  principal.  Notwithstanding  the foregoing, if any advances made by

Holder  under  the  terms  of  any  instruments securing this Note have not been
repaid,  any  payments  made  may,  at the option of Holder, be applied first to
repay  such advances, and interest thereon, with the balance, if any, applied as
set  forth  in  the  preceding  sentence.

     Section  4.  Maturity  Date.  Anything  in  this  Note  to  the  contrary
                  --------------
notwithstanding,  the  entire  unpaid balance of the principal amount hereof and
all  interest  accrued thereon (including interest accruing at the Default Rate)
and  all  Late Fees (as hereafter defined) shall, unless sooner paid, and except
to  the extent that payment thereof is sooner accelerated, be and become due and
payable  on  March  1,  2006  (the  "Maturity  Date"). Notwithstanding any other
provision  contained  herein, upon repayment of the Loan, whether at maturity or
upon  acceleration  or otherwise, then Borrower shall pay to Lender a prepayment
premium  equal  to one percent (1%) of the outstanding principal balance of this
Note  (the "Prepayment Fee") on the date of such prepayment (which balance shall
be  calculated  exclusiveof  any  voluntary  partial  prepayments) unless Lender
                ---------
arranges  financing  that  is  utilized  to repay the Loan or has elected not to
arrange  the  permanent  financing.

     Section  5.  Prepayment.
                  ----------

     Prepayment  of  the  Loan in full shall be permitted at any time during the
term of the Loan without penalty, upon not less than thirty (30) and not greater
than forty (40) days prior written notice to Lender specifying the date on which
prepayment is to be made. Partial prepayments of the Loan shall not be permitted
unless  each  such  partial  prepayment  is  not  less than one hundred thousand
dollars  ($100,000.00).  Any such prepayment shall be credited first, toward any
Late  Fees  due  hereunder,  second  toward  payment  of any interest due at the
Default  Rate,  third, toward payment of any interest due hereunder at the LIBOR
Rate  and  fourth,  toward  payment of principal; provided, however, that if any
advances  made  by  Holder under the terms of any instruments securing this Note
have not been repaid, any payments made may, at the option of Holder, be applied
first  to  repay  such advances, and interest thereon, with the balance, if any,
applied  as  set  forth in the preceding sentence. Upon a prepayment of the Loan
that  fully  repays  the  Loan, the Borrower shall pay the Lender the Prepayment
Fee,  unless  waived  by  Lender  pursuant  to  Section  4  above.

     Section  6.  Method  of  Payment.
                  -------------------

     Each  payment  of  the  Loan Obligations (as defined in the Loan Agreement)
shall  be  paid  directly to the Holder in lawful tender of the United States of
America.  Each  such  payment  shall be paid by 1:00 p.m. Horsham, Pennsylvania,
time  on the date such payment is due, except if such date is not a Business Day
such  payment  shall  then be due on the first Business Day after such date. Any
payment  received after 1:00 p.m. Horsham, Pennsylvania, time shall be deemed to
have  been  received  on  the  immediately  following  Business  Day.

     Section  7.  Security.
                  --------

     The  debt evidenced by this Note is subject to and governed by the terms of
a  Loan  Agreement  dated  as  of  February 15, 2000, between the Lender and the
Borrower,  as amended by that certain First Amendment to Loan Agreement dated as
of  June  12,  2001,  and  as  amended  by that certain Second Amendment to Loan
Agreement  dated  of  even date herewith (as amended, the "Loan Agreement"). The
Note  is  to  be  secured  by, among other things, (a) a Deed of Trust, Security
Agreement  and  Fixture  Filing  dated  as  of February 15, 2000, by and between
Borrower  and  Holder,  and  recorded in the office of the real property records
clerk  of King County, Washington, as Instrument # 20000215001104, as amended by
that  certain  First  Amendment to Deed of Trust, Security Agreement and Fixture
Filing  of  even  date herewith and intended to be recorded in the office of the
real  property  records  clerk  of  King  County,  Washington  (as  amended, the
"Mortgage"), and covering all of that real property in the said county and state
which  is  described  in  Exhibit  "A"thereto (the "Property"); (b) the Guaranty
                          ------------
Agreement  dated  as  of February 15, 2000, as defined in the Loan Agreement, as
confirmed  by  that certain Confirmation of Guarantor dated as of June 12, 2001,
and  as  confirmed  by  that  certain  Confirmation  of  Guarantor  of even date
herewith,  and  (c)  the other Loan Documents, as defined in the Loan Agreement.

Section  8.  Default.

     8.1 Events of DefaultAnything in this Note to the contrary notwithstanding,
         -----------------
on  the  occurrence of any of the following events (each of which is hereinafter
referred  to  as  an "Event of Default"), the Holder may, in the exercise of its
sole  and  absolute  discretion,  accelerate the debt evidenced by this Note, in
which  event  the entire outstanding principal balance and all interest and fees
accrued  thereon shall immediately be and become due and payable without further
notice:

     8.1.1  Failure  to  Pay or Perform. If (a) the Borrower fails in making any
            ---------------------------
payment  to  the  Holder  of  any or all sums due hereunder within ten (10) days
after  such  payment becomes due or on the Maturity Date; or (b) there exists an
uncured  default  under  any other document or instrument evidencing or securing
the  Loan  (collectively,  the  "Loan  Documents")  which  has  been executed by
Borrower  and/or  Guarantor, and/or Manager and such default is not cured within
the  grace  or  cure  period,  if  any,  provided in any of such Loan Documents.

     8.1.2  Bankruptcy.
            ----------

     a.  If  the  Borrower  or  Guarantor  (i)  applies  for  or consents to the
appointment  of  a receiver, trustee or liquidator of the Borrower or Guarantor,
as  the  case maybe, or of all or a substantial part of its assets, (ii) files a
voluntary  petition in bankruptcy, or admits in writing its inability to pay its
debts  as they come due, (iii) makes an assignment for the benefit of creditors,
(iv)  files  a  petition or an answer seeking a reorganization or an arrangement
with  creditors or seeking to take advantage of any insolvency law, (v) performs
any  other  act  of  bankruptcy,  or (vi) files an answer admitting the material
allegations  of  a  petition  filed  against  the  Borrower  or Guarantor in any
bankruptcy,  reorganization  or  insolvency  proceeding;  or

     b. if (i) an order, judgment or decree is entered by any court of competent
jurisdiction  adjudicating the Borrower or Guarantor a bankrupt or an insolvent,
or  approving  a receiver, trustee or liquidator of the Borrower or Guarantor or
of  all  or  a substantial part of its assets, or (ii) there otherwise commences
with  respect  to  the Borrower or Guarantor or any of its assets any proceeding
under  any  bankruptcy,  reorganization,  arrangement, insolvency, readjustment,
receivership  or  like  law  or  statute, and if such order, judgment, decree or
proceeding  continues  unstayed  for  any  period of sixty (60) consecutive days
after  the  expiration  of  any  stay  thereof.

     8.1.3  Judgments.  If  any  judgment  for the payment of money in excess of
            ---------
$250,000.00  hereafter awarded against the Borrower or Guarantor by any court of
competent  jurisdiction remains unsatisfied or otherwise in force and effect for
a  period  of  thirty  (30)  days  after  the  date  of  such  award.

     8.1.4  Cross-Defaults. Any Event of Default under that certain Restatement,
            --------------
Amendment  and  Bifurcation  of Note - A of even date herewith ("Note A"), shall
constitute  an  Event  of  Default  hereunder.

     8.2 No Impairment of Rights. Nothing in this Section shall be deemed in any
         -----------------------
way  to  alter  or  impair any right which the Holder has under this Note or the
Mortgage,  or  any  of  the  other  Loan  Documents  or  at law or in equity, to
accelerate  such  debt  on the occurrence of any other Event of Default provided
herein  or  therein,  whether  or  not  relating  to  this  Note.

     8.3  Late Fees. Without limiting the generality of the foregoing provisions
          ---------
of  this  Section,  if any payment of interest or principal is not made prior to
ten  (10)  days  after  the  date  on  which  it becomes due, the Borrower shall
thereupon automatically become obligated immediately to pay to the Holder a late
charge equal to the lesser of five percent (5%) of the amount of such payment or
the  maximum  amount  permitted  by  applicable  law ("Late Fees") to defray the
expenses  incurred  by Holder in handling and processing such delinquent payment
and  to  compensate Holder for the loss of use of such delinquent payment, which
sum  shall  be  due  and  payable  immediately  thereupon.

8.4     INTENTIONALLY  DELETED.
        ----------------------

     Section  9.  Costs  of  Enforcement
                  ----------------------

     The  Borrower shall pay to the Holder on demand by the latter the amount of
any  and  all  expenses  incurred  by  the  Holder  (a)  in enforcing its rights
hereunder  or under the Mortgage and/or the Loan Documents, or (b) as the result
of  a  default  by  the  Borrower in performing its obligations under this Note,
including  but  not  limited  to  the  expense  of  collecting  any  amount owed
hereunder,  and  of any and all reasonable attorneys' fees incurred by Holder in
connection  with  such  default,  whether  suit  be  brought  or  not, or (c) in
protecting  the  security  hereof. Such expenses shall be added to the principal
amount hereof, shall be secured by the Mortgage and shall accrue interest at the
Default  Rate.

     Section  10.  Borrower's  Waiver  of  Certain  Rights.
                   ---------------------------------------

     The  Borrower  and  any  endorser,  guarantor  or  surety hereby waives the
exercise of any and all exemption rights which it holds at law or in equity with
respect  to  the debt evidenced by this Note, and of any and all rights which it
holds at law or in equity to require any valuation, appraisal or marshalling, or
to  have  or  receive  any  presentment, protest, demand and notice of dishonor,
protest, demand and nonpayment as a condition to the Holder's exercise of any of
its  rights  under  this  Note  or  the  Loan  Documents.


Section  11.  Extensions.
              ----------

     The Maturity Date and/or any other date by which any payment is required to
be  made  hereunder  may  be  extended  by  the  Holder from time to time in the
exercise  of  its  sole discretion, without in any way altering or impairing the
Borrower's  or  Guarantor's  liability  hereunder.

     Section  12.  General.

     12.1  Applicable  Law.  This  Note  shall  be given effect and construed by
           ---------------
application  of  the  laws  of  the  State  of Washington (without regard to the
principles  thereof  governing  conflicts of laws), and any action or proceeding
arising  hereunder,  and  each  of  Holder  and Borrower submits (and waives all
rights  to  object)  to  non-exclusive  personal  jurisdiction  in  the State of
Washington,  for  the  enforcement  of  any  and  all obligations under the Loan
Documents  except  that  if  any  such  action  or  proceeding  arises under the
Constitution, laws or treaties of the United States of America, or if there is a
diversity  of  citizenship  between  the  parties  thereto,  so that it is to be
brought  in  a  United  States District Court, it shall be brought in the United
States  District  Court  for the Western District of Washington or any successor
federal  court  having  original  jurisdiction.

     12.2  Headings.  The  headings of the Sections, subsections, paragraphs and
           --------
subparagraphs  hereof  are  provided  herein  for  and  only  for convenience of
reference,  and  shall  not  be  considered  in  construing  their  contents.

     12.3  Construction.  As  used herein, (a) the term "person" means a natural
           ------------
person, a trustee, a corporation, a limited liability company, a partnership and
any  other  form of legal entity, and (b) all references made (i) in the neuter,
masculine  or  feminine  gender  shall  be  deemed to have been made in all such
genders,  (ii)  in  the  singular  or plural number shall be deemed to have been
made,  respectively,  in the plural or singular number as well, and (iii) to any
Section,  subsection,  paragraph or subparagraph shall, unless therein expressly
indicated  to  the  contrary,  be  deemed  to  have  been  made to such Section,
subsection,  paragraph  or  subparagraph  of  this  Note.

     12.4  Severability.  No  determination  by  any court, governmental body or
           ------------
otherwise  that any provision of this Note or any amendment hereof is invalid or
unenforceable in any instance shall affect the validity or enforceability of (a)
any  other  such  provision,  or  (b)  such  provision  in  any circumstance not
controlled  by  such  determination.  Each  such  provision  shall  be valid and
enforceable  to  the  fullest extent allowed by, and shall be construed wherever
possible  as  being  consistent  with,  applicable  law.

     12.5  No Waiver. The Holder shall not be deemed to have waived the exercise
           ---------
of  any  right which it holds hereunder unless such waiver is made expressly and
in writing. No delay or omission by the Holder in exercising any such right (and
no  allowance  by the Holder to the Borrower of an opportunity to cure a default
in  performing its obligations hereunder) shall be deemed a waiver of its future
exercise.  No  such waiver made as to any instance involving the exercise of any
such  right shall be deemed a waiver as to any other such instance, or any other
such  right.  Further,  acceptance  by  Holder  of all or any portion of any sum
payable  under,  or  partial  performance  of  any  covenant  of, this Note, the
Mortgage  or  any  of  the  other  Loan


Documents,  whether  before,  on,  or  after  the  due  date  of such payment or
performance,  shall  not  be a waiver of Holder's right either to require prompt
and  full  payment  and  performance  when  due  of  all  other  sums payable or
obligations  due  thereunder  or hereunder or to exercise any of Holder's rights
and  remedies  hereunder  or  thereunder.

     12.6  Waiver of Jury Trial Service of Process; Court Costs. BORROWER HEREBY
           ----------------------------------------------------
WAIVES  TRIAL  BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE BORROWER AND THE
HOLDER  MAY  BE  PARTIES  ARISING  OUT  OF,  IN  CONNECTION  WITH, OR IN ANY WAY
PERTAINING  TO,  THIS  NOTE AND/OR ANY OF THE OTHER LOAN DOCUMENTS. IT IS AGREED
AND  UNDERSTOOD  THAT  THIS  WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL
CLAIMS  AGAINST  ALL  PARTIES  TO  SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS
AGAINST  PARTIES  WHO  ARE  NOT  PARTIES TO THIS NOTE. THIS WAIVER IS KNOWINGLY,
WILLINGLY  AND  VOLUNTARILY MADE BY THE BORROWER, UPON CONSULTATION WITH COUNSEL
OF  BORROWER'S CHOICE AND THE BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS
OF  FACT  OR  OPINION  HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF
TRIAL  BY  JURY  OR  TO  IN  ANY  WAY MODIFY OR NULLIFY ITS EFFECT. THE BORROWER
FURTHER  REPRESENTS  AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF
THIS  NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS
HAD  THE  OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF
ITS  OWN  FREE  WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER
WITH  COUNSEL.  BORROWER  HEREBY  IRREVOCABLY DESIGNATES FPS CORPORATE SERVICES,
INC.,  WHOSE  ADDRESS  IS  1111  THIRD  AVENUE,  SUITE 3400, SEATTLE, WASHINGTON
98101-3299,  AND ITS SUCCESSORS, AS THE TRUE AND LAWFUL ATTORNEY OF BORROWER FOR
THE  PURPOSE OF RECEIVING SERVICE OF ALL LEGAL NOTICES AND PROCESS ISSUED BY ANY
COURT  IN  THE STATE OF WASHINGTON AS WELL AS SERVICE OF ALL PLEADINGS AND OTHER
DOCUMENTS  RELATED  TO  ANY LEGAL PROCEEDING OR ACTION ARISING OUT OF THIS NOTE.
BORROWER  AGREES  THAT  SERVICE  UPON SAID ATTORNEY SHALL BE VALID REGARDLESS OF
BORROWER'S  WHEREABOUTS  AT  THE  TIME OF SUCH SERVICE AND REGARDLESS OF WHETHER
BORROWER  RECEIVES  A  COPY OF SUCH SERVICE, PROVIDED THAT THE HOLDER SHALL HAVE
MAILED  A  COPY  TO  BORROWER  IN  ACCORDANCE WITH THE NOTICE PROVISIONS HEREIN.
BORROWER  AGREES  TO PAY ALL COURT COSTS AND REASONABLE ATTORNEY'S FEES INCURRED
BY  HOLDER  IN  CONNECTION  WITH  ENFORCING  ANY  PROVISION  OF  THIS  NOTE.
NOTWITHSTANDING  THE  FOREGOING,  HOLDER  AGREES  TO  USE  REASONABLE EFFORTS TO
PROVIDE  BORROWER  WITH  NOTICE  OF  THE FILING OF ANY LAWSUIT BY HOLDER AGAINST
BORROWER.

     12.7  Offset.  Upon  the  occurrence of an Event of Default, the Holder may
set-off against any principal and interest owing hereunder, any and all credits,
money,  stocks,  bonds or other security or property of any nature whatsoever on
deposit  with, or held by, or in the possession of, the Holder, to the credit of
or for the account of the Borrower, without notice to or consent of the Borrower
or  Guarantor.


     12.8  Non-Exclusivity  of  Rights  and  Remedies.  None  of  the rights and
           ------------------------------------------
remedies herein conferred upon or reserved to Holder is intended to be exclusive
of  any  other  right  or  remedy  contained  herein or in any of the other Loan
Documents  and  each  and  every  such  right and remedy shall be cumulative and
concurrent, and may be enforced separately, successively or together, and may be
exercised  from time to time as often as may be deemed necessary or desirable by
Holder.

     12.9  Incorporation  by  Reference.  All  of  the  agreements,  conditions,
           ----------------------------
covenants and provisions contained in each of the Loan Documents are hereby made
a  part of this Note to the same extent and with the same force and effect as if
they  were  fully  set  forth  herein. Borrower covenants and agrees to keep and
perform,  or  cause  to  be kept and performed, all such agreements, conditions,
covenants  and  provisions  strictly  in  accordance  with  their  terms.

     12.10  THIS  SECTION  INTENTIONALLY  DELETED.

     12.11  Business  Purpose.  Borrower  represents  and warrants that the Loan
            -----------------
evidenced  by this Note is being obtained solely for the purpose of acquiring or
carrying  on  a  business,  professional  or  commercial activity and is not for
personal,  agricultural,  family  or  household  purposes.

     12.12  Interest  Limitation.  Notwithstanding  anything  to  the  contrary
            --------------------
contained  herein  or in the Mortgage or in any other of the Loan Documents, the
effective  rate  of  interest on the obligation evidenced by this Note shall not
exceed  the  lawful  maximum  rate  of  interest  permitted  to be paid. Without
limiting the generality of the foregoing, in the event that the interest charged
hereunder  results  in  an  effective rate of interest higher than that lawfully
permitted  to  be paid, then such charges shall be reduced by the sum sufficient
to  result in an effective rate of interest permitted and any amount which would
exceed  the highest lawful rate already received and held by the Holder shall be
applied to a reduction of principal and not to the payment of interest. Borrower
agrees  that  for  the purpose of determining highest rate permitted by law, any
non-principal  payment (including, without limitation, Late Fees and other fees)
shall  be  deemed,  to  the  extent  permitted  by law, to be an expense, fee or
premium  rather  than  interest.

     12.13  Modification.  This  Note  may  be  modified, amended, discharged or
            ------------
waived  only  by  an  agreement  in  writing  signed  by  the party against whom
enforcement  of  such  modification,  amendment,  discharge  or waiver is sought

     12.14  Time  of  the Essence. Time is strictly of the essence of this Note.
            ---------------------

     12.15  Negotiable  Instrument.  The Borrower agrees that this Note shall be
            ----------------------
deemed a negotiable instrument, even though this Note may not otherwise qualify,
under  applicable  law,  absent  this  paragraph,  as  a  negotiable  instrument

     12.16  Interest  Rate  after  Judgment.  If judgment is entered against the
            -------------------------------
Borrower  on  this  Note,  the amount of the judgment entered (which may include
principal,  interest,  fees,  Late  Fees  and  costs) shall bear interest at the
Default  Rate,  to  be  determined  on  the  date  of the entry of the judgment.


     12.17  Relationship.  Borrower  and  Holder  intend  that  the relationship
            ------------
between  them  shall be solely that of creditor and debtor. Nothing contained in
this  Note or in any of the other Loan Documents shall be deemed or construed to
create  a  partnership,  tenancy-in-common,  joint  tenancy,  joint  venture  or
co-ownership  by  or  between  Borrower  and  Holder.

     12.18  Waiver  of  Automatic  Stay.  BORROWER  HEREBY  AGREES  THAT,  IN
            ---------------------------
CONSIDERATION OF LENDER'S AGREEMENT TO MAKE THE LOAN AND IN RECOGNITION THAT THE
FOLLOWING  COVENANT IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN, IN THE
EVENT  THAT  BORROWER  SHALL  (I)  FILE  WITH  ANY BANKRUPTCY COURT OF COMPETENT
JURISDICTION  OR  BE THE SUBJECT OF ANY PETITION UNDER ANY SECTION OR CHAPTER OF
TITLE  11  OF THE UNITED STATES CODE, AS AMENDED ("BANKRUPTCY CODE"), OR SIMILAR
                                                   ---------------
LAW  OR  STATUTE;  (II)  BE THE SUBJECT OF ANY ORDER FOR RELIEF ISSUED UNDER THE
BANKRUPTCY  CODE  OR SIMILAR LAW OR STATUTE; (III) FILE OR BE THE SUBJECT OF ANY
PETITION  SEEKING  ANY  REORGANIZATION,  ARRANGEMENT, COMPOSITION, READJUSTMENT,
LIQUIDATION,  DISSOLUTION, OR SIMILAR RELIEF UNDER ANY PRESENT OR FUTURE FEDERAL
OR  STATE  ACT  OR  LAW  RELATING TO BANKRUPTCY, INSOLVENCY, OR OTHER RELIEF FOR
DEBTORS;  (IV)  HAVE  SOUGHT OR CONSENTED TO OR ACQUIESCED IN THE APPOINTMENT OF
ANY  TRUSTEE,  RECEIVER, CONSERVATOR, OR LIQUIDATOR; OR (V) BE THE SUBJECT OF AN
ORDER,  JUDGMENT  OR  DECREE  ENTERED  BY  ANY  COURT  OF COMPETENT JURISDICTION
APPROVING  A  PETITION  FILED  AGAINST  ANY  BORROWER  FOR  ANY  REORGANIZATION,
ARRANGEMENT,  COMPOSITION,  READJUSTMENT,  LIQUIDATION,  DISSOLUTION, OR SIMILAR
RELIEF  UNDER  ANY  PRESENT  OR  FUTURE  FEDERAL OR STATE ACT OR LAW RELATING TO
BANKRUPTCY,  INSOLVENCY  OR RELIEF FOR DEBTORS, THEN, SUBJECT TO COURT APPROVAL,
HOLDER  SHALL THEREUPON BY ENTITLED AND BORROWER HEREBY IRREVOCABLY CONSENTS TO,
AND  WILL NOT CONTEST, AND AGREES TO STIPULATE TO RELIEF FROM ANY AUTOMATIC STAY
OR  OTHER  INJUNCTION  IMPOSED BY SECTION 362 OF THE BANKRUPTCY CODE, OR SIMILAR
LAW  OR STATUTE (INCLUDING, WITHOUT LIMITATION, RELIEF FROM ANY EXCLUSIVE PERIOD
SET  FORTH  IN  SECTION 1121 OF THE BANKRUPTCY CODE) OR OTHERWISE, ON OR AGAINST
THE  EXERCISE  OF  THE  RIGHTS  AND  REMEDIES  OTHERWISE  AVAILABLE TO HOLDER AS
PROVIDED  IN  THE LOAN DOCUMENTS, AND AS OTHERWISE PROVIDED BY LAW, AND BORROWER
HEREBY  IRREVOCABLY  WAIVES  ITS  RIGHTS  TO  OBJECT  TO  SUCH  RELIEF.

     12.19 Amendment Bifurcation and Restatement of Debt. This Note evidences an
           ---------------------------------------------
amendment,  restatement,  and bifurcation of that certain promissory note in the
original  principal  amount of $6,800,000, executed by the Borrower to the order
of  the  Holder on February 15, 2000, as amended by that certain First Amendment
to  Note dated as of June 12, 2001 (the "Original Note"). Upon the execution and
delivery  of  this  Note  and  Note  A,  the  Original  Note  will  no longer be
outstanding, but the indebtedness evidenced thereby shall remain outstanding and
shall  be  due and payable in accordance with the terms of this Note and Note A.





     IN  WITNESS  WHEREOF,  the  Borrower  has  executed and sealed this Note or
caused  it  to  be  executed  and  sealed  on  its behalf by its duly authorized
representatives, the day and year first above written, and the obligations under
this  Note  shall  be  binding  upon  Borrower's  successors  and  assigns.

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.
----------------

BORROWER:

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