PROMISSORY  NOTE

$16,000,000.00     December  6,  2002

     FOR  VALUE RECEIVED, the undersigned, Emeritus Realty Corporation, a Nevada
corporation  ("Borrower"),  promises  to  pay to Health Care Property Investors,
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Inc., a Maryland corporation ("Lender"), the principal amount of Sixteen Million
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Dollars  ($16,000,000.00), pursuant to the terms set forth in the Loan Agreement
dated  as  of even date herewith by and between Lender and Borrower (as the same
may  be  amended,  restated  or  otherwise modified from time to time, the "Loan
                                                                            ----
Agreement").  The principal amount of and all interest on this Note shall be due
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and  payable  in  accordance  with  the  provisions  of  the  Loan  Agreement.

     Upon  the  occurrence  of  an  Event  of  Default  (as  defined in the Loan
Agreement)  which  is  not cured within the applicable grace period set forth in
the  Loan  Agreement, the holder of this Note may, at its option, without notice
to  or  demand  upon  Borrower  or  any other party, declare immediately due and
payable the entire principal balance hereof together with all accrued and unpaid
interest  thereon,  plus  any  other  amounts  then owing pursuant to this Note,
whereupon  the  same  shall  be  immediately  due  and  payable

     No  waiver  or modification of any of the terms of this Note shall be valid
or binding unless set forth in a writing specifically referring to this Note and
signed  by  a  duly authorized officer of Lender or any holder of this Note, and
then  only  to  the  extent  specifically  set  forth  therein.

     If any Event of Default occurs in any payment due under this Note, Borrower
and  all  guarantors  and  endorsers  hereof,  and their successors and assigns,
promise  to  pay  all costs and expenses, including attorneys' fees, incurred by
each holder hereof in collecting or attempting to collect the indebtedness under
this  Note,  whether  or  not any action or proceeding is commenced. None of the
provisions hereof and none of the holder's rights or remedies under this Note on
account  of  any  past or future defaults shall be deemed to have been waived by
the  holder's  acceptance  of  any  past  due  installments or by any indulgence
granted  by  the  holder  to  Borrower.

     Borrower and all endorsers hereof, and their successors and assigns, hereby
waive  presentment,  demand,  diligence,  protest  and notice of every kind, and
agree  that  they  shall  remain  liable  for  all  amounts  due under this Note
notwithstanding  any extension of time or change in the terms of payment of this
Note  granted  by  any  holder  hereof, any change, alteration or release of any
property now or hereafter securing the payment hereof or any delay or failure by
the  holder  hereof  to  exercise  any  rights under this Note. Borrower and all
endorsers  hereof,  and  their successors and assigns, hereby waive the right to
plead  any  and  all  statutes of limitation as a defense to a demand under this
Note  to  the  full  extent  permitted  by  law.

     This  Note shall inure to the benefit of Lender, its successors and assigns
and  shall  bind the heirs, executors, administrators, successors and assigns of
Borrower.  Each  reference  herein  to  powers or rights of Lender shall also be
deemed  a  reference to the same power or right of such assignees, to the extent
of  the  interest  assigned  to  them.

     In  the event that any one or more provisions of this Note shall be held to
be  illegal,  invalid  or otherwise unenforceable, the same shall not affect any
other  provision  of  this  Note and the remaining provisions of this Note shall
remain  in  full  force  and  effect.

     This Note shall be governed by and construed in accordance with the laws of
the  State of New York, without giving effect to the principles thereof relating
to  conflicts  of law; provided, that Lender and each holder hereof reserves any
and all rights it may have under federal law, including without limitation those
relating  to  the  charging  of  interest.



[Signature  Page  Follows]



<PAGE>
     IN  WITNESS  WHEREOF,  Borrower  has caused this Promissory Note to be duly
executed  the  day  and  year  first  above  written.



EMERITUS  REALTY  CORPORATION,
a  Nevada  Corporation


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