18


                         AGREEMENT TO PROVIDE MANAGEMENT
                      SERVICES TO ASSISTED LIVING FACILITY

     This  Agreement  made  as of the 16th day of February, 2003, by and between
Royalton/Kent,  LLC,  a  Washington  limited  liability company ("Licensee") and
Emeritus  Corporation,  a  Washington  corporation  ("Manager").

     WHEREAS, Licensee is the owner of the assisted living facility described in
Exhibit  A  (the  "Facility"),  commonly  known  as  Royalton  Court  of  Kent;

     WHEREAS,  Licensee  wants  someone  to  manage  the Facility on its behalf;

     WHEREAS,  Manager  is  experienced  and  qualified in the field of assisted
living  facility  management  and has agreed to manage the Facility on behalf of
Licensee  pursuant  to  the  terms  and  conditions  set  forth  herein.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  herein  contained,  IT  IS  AGREED  AS  FOLLOWS:

I.     Management  and  Consulting  Responsibilities  of  Manager.     Licensee
       ----------------------------------------------------------
hereby  engages Manager and Manager hereby accepts such engagement and agrees to
provide management, consulting, advisory and supervisory services to Licensee in
     connection with the operation of the Facility upon the terms and conditions
set  forth  in this Agreement; provided, however, Licensee has and retains under
this  Agreement the ultimate responsibility for the operational decisions of the
Facility.  By  entering  into  this  Agreement,  Licensee  does  not delegate to
Manager any powers, duties or responsibilities that it is prohibited by law from
delegating.  Licensee  also  retains such other authority as shall not have been
expressly  delegated  to  Manager  pursuant  to  this  Agreement. Subject to the
foregoing,  Manager  shall  provide  the  following  services:

A.     Operational Policies and Forms.  Manager shall develop and implement such
       ------------------------------
     operational policies and procedures as may be appropriate for the effective
operation  of  the  Facility,  including  but  not  limited  to all policies and
procedures  necessary  to  ensure  the  ongoing  licensure  of  the  Facility.

B.     Charges.  Manager  shall  establish  schedules  of  recommended  charges,
       -------
including  all  special  charges  for  services rendered to the residents at the
Facility.  Licensee  shall  have  the  right  to  review  the  charge  schedules
established by Manager and to consult with Manager with respect to such charges.
     Residents  of  the Facility shall be provided with notice of any changes in
the  schedules  of  charges in accordance with RCW Chapter 70.120, the Long Term
Care  Residents  Rights  Act,  and,  if applicable, the terms of their admission
agreement,  which  shall be an agreement between the residents and Licensee, and
the  policies  and  procedures  of  the  Facility.

C.     Information.  Manager  shall  develop  any  informational  material, mass
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media  releases,  and  other related publicity materials, which are necessary or
appropriate  for the operation of the Facility, all of which Licensee shall have
the  right  to  review  and  approve.  If  and  to the extent any such materials
developed  by  Manager  contain  Manager's  name or logo, the same shall clearly
reflect  that Manager is the manager and shall not, directly or indirectly, give
the  appearance  that  Manager  is  the licensee of the Facility.  Further, when
Manager  takes  any  action  on  behalf  of  Licensee,  any  communication  or
correspondence must clearly indicate that it is acting as the agent of Licensee.
     The  cost  of  all  such  materials shall be deemed to be an expense of the
Facility  and  shall  be  payable from the Facility Checking Account (as defined
below).

D.     Regulatory  Compliance. Manager shall use commercially reasonable efforts
       ----------------------
to  assist  Licensee  in  maintaining  all licenses, permits, qualifications and
approvals  from  any  applicable  governmental  or regulatory authority that are
necessary for the operation of the Facility, it being understood and agreed that
     under  Washington  law,  Licensee is responsible for ensuring that all such
licenses  are  obtained  and  maintained  and  that  the Facility is operated in
compliance  with all applicable laws and regulations, including, but not limited
to,  the  laws  and  regulations  governing  the licensure of boarding homes and
local, state and federal employment rules and regulations.  and shall manage the
operations  of  the  Facility  in  compliance  with  all  applicable  laws  and
regulations  and  in  accordance  with all licenses, permits, qualifications and
approvals.  Manager  shall  not  be  deemed  to be in default of its obligations
under  this  Section  I(D) in the event (i) of the citation of any deficiency or
deficiencies  which  do not result in the threatened revocation of the licensure
or  Medicaid  certification of, or the imposition of a ban on admissions at, the
Facility and which deficiency or deficiencies are timely corrected in accordance
with  a plan of correction approved by the applicable regulatory authority, (ii)
Manager  is  duly  contesting the application of any law to the operation of the
Facility  and  compliance  with  such  law is stayed during the period that such
contest  is  pending,  or  (iii) compliance with law requires the expenditure of
funds  which  require the approval of Licensee and for which Licensee refuses or
fails to provide such approval.   Within 48 hours of receipt of a written notice
of  non-compliance, Manager shall provide Licensee with copies by fax, overnight
mail,  email  or other comparable means of expedited transmission of any notices
of  non-compliance  which  it  receives  from  any governmental authority having
jurisdiction  over  the  Facility  in  which such authorities threaten a loss of
licensure  or Medicaid certification or the imposition of a ban on admissions at
the  Facility.  In  addition,  Licensee  shall  have the right to approve, which
approval shall not be unreasonably withheld, any plan of correction developed by
Manager  with  respect to any survey which threatens revocation of the licensure
or  Medicaid  certification  of, or a ban on admissions at, or the imposition of
civil or criminal penalties against, the Facility and to approve the election by
Manager  to contest the application of any law to the operation of the Facility.


          E.     Capital  Repairs,  Replacements  and Improvements.  Recognizing
                 -------------------------------------------------
that  Licensee  is  ultimately  responsible  for compliance with and meeting all
applicable  state  boarding  home licensing requirements, Manager shall make all
capital  repairs,  replacements and improvements necessary for the efficient and
effective  operation of the Facility and its compliance with law unless doing so
involves  an  expenditure  requiring  Licensee's approval in accordance with the
terms  of  this Agreement and Licensee fails to provide such approval.  The cost
of  such  capital  repairs,  replacements  and  improvements shall be within the
budgetary limit set forth in the then approved annual capital budget prepared by
Manager  and  approved  by Licensee pursuant to Section I(L); provided, however,
Manager  shall  not  be  deemed  to  be in default of its obligations under this
Section  I(E)  in  the  event  the  cost  of  such  repairs, replacements and/or
improvements  exceeds  the  applicable  budgetary limit on a line item basis for
such  repairs, replacements and/or improvements in the applicable capital budget
provided  such  repairs,  replacements  and/or  improvements  are (a) of such an
emergency  nature  that  Licensee's prior notice and approval is not feasible in
order  to  adequately  protect  the  Facility  and  the health and safety of the
occupants  or (b) the cost of such repairs, replacements and/or improvements are
less  than  $10,000. Any other capital expenditures for repairs, replacements or
improvements  that  exceed  such  budgetary limits shall be subject to the prior
approval  of  the  Licensee,  which approval shall not be unreasonably withheld;
provided,  however,  Licensee  shall not be deemed to have unreasonably withheld
its  approval if (i) Licensee lacks the financial resources to cover the cost of
such capital repair, replacement or improvement or (ii) the cost of such capital
repair,  replacement  or  improvement will exceed $25,000 individually or in the
aggregate  with  other  unbudgeted capital repairs, replacements or improvements
undertaken  by  Manager  in  the  same  fiscal year. In performing the foregoing
repairs,  replacements  and improvements Manager shall use the Facility's onsite
maintenance  personnel  as  and where possible and shall otherwise contract with
qualified  third  parties  to provide the necessary services and shall undertake
the  same  or  cause  the  same  to be undertaken in a workmanlike and lien free
manner.


F.     Accounting.
       ----------

          i.     Manager  shall,  at  its expense, provide accounting support to
the  Facility.  Licensee  acknowledges  and  agrees that such accounting support
shall  not  include  the  preparation  of  Licensee's  financial  statements  or
securities  filings.  In  addition,  Manager  shall  reflect  in  the  financial
statement  for  the  Facility  any accounting adjustments provided to Manager by
Licensee,  provided  that Manager shall have no liability or responsibility with
respect  to the appropriateness of accounting adjustments provided to Manager by
Licensee.  Manager  shall not be required to reflect in the financial statements
for  the  Facility  any  corporate accounting adjustments provided to Manager by
Licensee  until  such  time  as Manager fully understands the rationale for such
adjustment.


          ii.     All  accounting  procedures  and systems utilized in providing
said support shall be in accordance with the operating capital and cash programs
developed  by  Manager,  which  programs  shall,  unless otherwise agreed by the
parties,  conform to generally accepted accounting principles ("GAAP") and shall
not  materially  distort  income  or  loss.

               iii.     In  addition,  Manager  shall  prepare  or  cause  to be
prepared  all  payroll tax returns, sales and use tax returns, real and personal
property  tax  returns  and  local  or  state gross receipts and/or business and
occupation  tax  returns  at  Manager's  sole cost and expense and Manager shall
cause  to be paid all of the taxes reflected on such returns as being due, which
taxes  shall be Facility Expenses and shall be paid out of the Facility Checking
Account.  In  the  event  that  Manager fails to timely file required returns or
reports  or to timely pay taxes, Manager shall be solely responsible for payment
of any resulting penalties or interest and such penalties and interest shall not
be  considered  Facility  Expenses, provided, however, that Manager shall not be
responsible  for  paying  any  resulting  penalties  or interest if (i) Licensee
receives  the  tax reports for such taxes from the taxing authority and Licensee
fails  to  furnish the tax reports to Manager within a reasonable period of time
prior  to  the  date  on  which  the  tax  reports  are  due,  or (ii) there are
insufficient  funds  available in the Facility Checking Account to pay the taxes
when  due  and  Licensee  fails  to  comply  with a timely request by Manager to
provide  the  necessary funds to pay the taxes when due.  All other tax returns,
including Licensee's local, state or federal income or informational tax returns
and  state  corporate franchise tax returns shall be prepared by Licensee or its
designee  and  the  taxes  and  other  payments due thereunder shall be the sole
responsibility  of  Licensee.

     iv.     Nothing  herein  shall  preclude Manager from delegating to a third
party a portion of the accounting duties provided for in this Section; provided,
that  such  delegation shall not relieve Manager from ultimate liability for the
timely  and  complete  performance of the obligations provided for herein or for
the  expense  thereof,  to  the  extent such expense is to be borne hereunder by
Manager.  Licensee acknowledges and agrees that in the event Manager retains one
or more third parties to review the real and/or personal property tax returns or
utility  bills  of  the  Facility  or  other third party charges in an effort to
effect  cost  savings  for  the  Facility,  the  fees and expenses of such third
parties  shall  be  Facility  Expenses  and  shall  be  paid out of the Facility
Checking  Account.

     G.     Reports.  Manager  shall  prepare  and  provide  to  Licensee  any
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reasonable  operational  information with respect to the Facility which may from
time  to  time  be specifically requested by Licensee, including any information
needed  to  assist  Licensee  in  completing  the  tax  returns  for which it is
responsible  under Section I(F) and in complying with the reporting requirements
described  in  Exhibit  B. In addition, within thirty (30) days after the end of
each  calendar  month,  Manager shall provide Licensee with an unaudited balance
sheet  of  the  Facility,  dated  the  last  day of such month, and an unaudited
statement  of income and expenses for such month and for the fiscal year-to-date
relating  to  the  operation  of  the  Facility showing the variance between the
actual  and budgeted operating results of the Facility for said month and with a
census  report  for  the  month  indicating the number of units occupied and the
number  of units vacant.  Upon request, Manager shall cooperate with Licensee or
Licensee's  certified  public  accountant  in  the  event Licensee elects, or is
required,  to  have audited annual financial statements prepared.  The financial
statements  prepared  by Manager for the Facility shall, unless agreed otherwise
by  the parties, be prepared in accordance with GAAP, consistently applied, this
Agreement,  and  the  procedures  and  practices provided for in this Agreement.

     H.     Bank  Accounts.  Manager  shall  open  a new checking account in the
            --------------
name  of  Licensee  (the  "Facility  Checking Account") and shall deposit in the
Facility  Checking  Account all money received during the term of this Agreement
in  the  course of the operation of the Facility; provided, however, that during
the  term  hereof,  withdrawals  and payments from the Facility Checking Account
shall  be  made  only  on  checks  signed  by  a person or persons authorized by
Manager.  The  Facility  Checking Account will be an interest-bearing account if
an  interest-bearing account is available.  Licensee shall be given notice as to
the  identity  of  said  authorized  signatories.  Withdrawals from the Facility
Checking  Account shall be made first to pay the Management Fee (as that term is
defined  in  Section VIII below), and, thereafter, to pay all costs and expenses
associated  with  the  ownership  or operation of the Facility (each a "Facility
Expense"  and  any  two  or  more  the  "Facility  Expenses") including, without
limitation,  any principal and interest payments due in connection with any loan
secured  by  a  mortgage on the Facility, payroll, insurance, supplies, services
and  taxes  (but  excluding  Manager's  corporate  and regional overhead and all
federal,  state  and  local income taxes assessed against Licensee), all in such
order  of  priority  as Manager deems appropriate to the commercially reasonable
operation  of  the  Facility; provided, however, if a lender providing financing
for  the facility requires the Management Fee to be subordinated to debt service
payments then Manager will not pay the Management Fee unless and until such debt
service  has  been paid. Facility Expenses shall also include a pro rata portion
of  any expenses incurred by Manager for the benefit of the Facility, as well as
any  other  facilities  operated  by Manager (the "Other Benefited Facilities"),
provided  the  method  used  to calculate the portion of such expenses which are
allocated  to  the  Facility  is  consistent  with the method used by Manager to
allocate  such  costs  to  the  Other  Benefited  Facilities.  Regardless of the
priority  of payments set forth in this Section I(H), Licensee shall be required
to ensure that all expenses related to the care of the residents of the Facility
are  paid,  it  being  understood and agreed that any limitation on resources or
insufficiency  of  funds  of  the  Licensee  or  the  Facility  shall not excuse
Licensee,  as  the  licensed  operator  of  the  Facility,  from  fulfilling its
obligation  to  ensure  that  the  Facility meets all applicable state licensing
requirements.  In  the  event  the cash receipts of the Facility are at any time
insufficient  to  pay  all of the Facility Expenses, Licensee shall, within five
(5)  days  of  Licensee's  receipt  of written demand by Manager, deposit in the
Facility  Checking  Account sufficient funds to satisfy the then working capital
needs of the Facility.  Licensee acknowledges and agrees that Manager shall only
be  required  to  pay the Facility Expenses if and to the extent there are funds
available  for  the  payment  thereof  in  the  Facility  Checking  Account.

          I.     Personnel.  All  of  the  onsite  personnel  of  the  Facility,
                 ----------
including the community director, business manager and the wellness director, if
applicable,  shall  be  the  employees  of  Manager  but  the salaries, bonuses,
commissions,  state  and federal payroll and social security tax obligations and
benefits  paid  to  or on behalf of such on-site employees shall be deemed to be
included  in  the  Facility  Expenses  and  thus shall be paid from the Facility
Checking  Account.  All  matters  pertaining  to  the  employment,  supervision,
compensation,  promotion  and discharge of such employees are the responsibility
of  Manager,  which  is in all respects the employer of such employees.  Manager
shall  fully  comply  with  all  federal,  state,  county,  municipal  and other
governmental  laws,  ordinances,  regulations  and  orders  having  to  do  with
anti-discrimination,  workmen's  compensation,  employer's  liability insurance,
social  security,  unemployment  insurance,  hours  of  labor,  wages,  working
conditions,  immigration  and  all  other  employer-employee  related  subjects
(including  without  limitation,  tax  withholding  and  information  reporting
requirements)  and shall not do any act, nor knowingly permit any act to be done
that  would  constitute  a  violation  of  any  or all of such laws, ordinances,
regulations  or orders.  Manager shall indemnify and hold Licensee harmless from
and  against  any  and  all  claims,  penalties,  liabilities  and  expenses  of
whatsoever  kind and nature which may be asserted by any governmental body or by
any  person  claiming  to be aggrieved by reason of any act or failure to act by
Manager  in  accordance  with  or  in  violation  of  any said laws, ordinances,
regulations  or  orders,  so long as such act or failure to act is not caused or
directed by Licensee.  All personnel responsible for providing services pursuant
to  the terms of this Agreement shall be direct employees of Manager and Manager
shall, for purposes of such employment relationship, be acting as an independent
contractor  and  not  as  an agent or employee of Licensee. Unbudgeted costs and
expenses  of  employees  or  consultants  that are not onsite Facility personnel
shall  be treated as Facility Expenses only if approved in writing in advance by
the  Licensee,  which  approval  shall  not  be  unreasonably  withheld.
Notwithstanding  anything  in this Section to the contrary, the ultimate control
over  the  administrator,  including  his/her  appointment,  and  over personnel
matters  relating  to the operation of the Facility and the care provided to the
residents  of  the  Facility  and  responsibility  for  the staffing levels, and
training  of  the  personnel  at,  the  Facility  shall  remain  with  Licensee.

J.     Supplies  and Equipment.  Manager shall purchase supplies and non-capital
       -----------------------
equipment  needed  to operate the Facility within the budgetary limits set forth
in  the  annual operating budget.  In purchasing said supplies and equipment, if
possible  without  Manager  incurring  personal  liability  for the cost of such
supplies  and  equipment,  Manager shall take advantage of any national or group
purchasing  agreements  to  which  Manager  may  be  a  party.

     K.     Legal  Proceedings.  Unless  otherwise  directed  by  the  Licensee,
            ------------------
Manager  shall,  through  its  legal  counsel,  coordinate all legal matters and
proceedings with Licensee's counsel and shall take any and all appropriate steps
to  protect and/or litigate to a final decision in an appropriate court or forum
any  violation,  order,  rule  or  regulation  affecting  the  Facility  and its
operations  or  any  claim,  loss,  violation or cause of action relating to the
Facility,  it  being  understood  and  agreed  that  under  Washington  law  any
administrative  appeals  of  licensing or contract action/enforcement imposed by
the  Washington  Department  of  Social and Health Services ("DSHS") may only be
filed  by  Licensee  or  by  Manager  if  it is expressly authorized to do so by
Licensee.  Manager  shall  promptly  notify  Licensee  in writing of any written
demand  letters  received  by  Manager  which threaten litigation related to the
Facility or any legal or administrative proceedings that are filed involving the
Facility.  All of the costs incurred in such litigation shall be deemed Facility
Expenses and shall be reimbursed from the funds in the Facility Checking Account
if  previously  paid by Licensee or shall be paid from the funds in the Facility
Checking  Account  if  not previously paid by Licensee.  Nothing herein shall be
construed  as  precluding Licensee from seeking to recover from Manager the fees
and  expenses  described in this Section I(K) to the extent Manager is otherwise
liable  therefor  under  the  default  or  indemnification  provisions  of  this
Agreement.

     L.     Budgets.  The Facility shall be operated on a fiscal year of January
            -------
1  through December 31. Licensee and Manager shall agree before the Commencement
Date  (as hereinafter defined) on a preliminary initial operating budget for the
period  from  the  Commencement  Date  through December 31, 2003 and shall agree
within  sixty  (60) days after the Commencement Date on a detailed operating and
capital  budget  for  the  period from the date of such approved budgets through
December  31,  2003.  On  or before December 31st of each calendar year, Manager
shall prepare and submit to Licensee for its review and approval, which approval
shall  not  be  unreasonably  withheld,  an  annual  operating budget, an annual
capital expenditure budget, and an annual cash flow projection for the Facility.
The  annual  operating  budget  and capital expenditure budget shall be prepared
using  the  format  set  forth  in Exhibit C. In the event a budget has not been
agreed  upon  by  the beginning of the fiscal year, the operating results of the
prior fiscal year shall serve as the budget for the following fiscal year unless
and  until  the  new  budget  is  agreed  upon.

          M.     Collection  of Accounts.  Manager shall issue bills and collect
                 -----------------------
accounts and monies owed for goods and services furnished by the Facility during
the  term of this Agreement, including, but not limited to, enforcing the rights
of  Licensee  and  the  Facility as creditor under any contract or in connection
with  the  rendering  of  any  services;  provided,  however,  that any expenses
incurred  by  Manager  in so doing shall be Facility Expenses and payable out of
the  Facility  Checking Account.  In addition, upon request by Licensee, Manager
shall  issue  bills  and collect accounts and monies owed for goods and services
furnished  by  the  Facility  prior to the Commencement Date; provided, however,
regardless  of any standard of performance set forth in this Agreement, Licensee
acknowledges  and  agrees  that  there can be no assurances that Manager will be
able  to  collect  any  or  all  of  such  accounts  receivable.

          N.     Contracts.  Manager  shall negotiate and enter into any and all
                 ---------
contracts  necessary  from  time  to  time  in  connection  with  the day to day
operation  of  the  Facility including, but not limited to, contracts for water,
electricity,  natural  gas,  telephone,  sewer,  cleaning,  trash  removal, pest
control  and  extermination,  cable,  elevator  and boiler maintenance, pharmacy
services,  therapy  services  and  other  appropriate  ancillary  services  and
contracts  for  the provision of various services which are designed to identify
potential  cost  savings  to  the  Facility, such as utility and tax bill review
services;  provided that such contracts can be terminated on no more than ninety
(90)  days'  notice.  Any  contract  which  cannot be terminated on no more than
ninety  (90) days' notice shall require the approval of Licensee before the same
may  be  executed by Manager, which approval shall not be unreasonably withheld.
Manager  shall  have  the  right to contract with entities which are owned by or
under common ownership with Manager provided the terms of any such contracts are
no less favorable than the terms then offered by unrelated third parties for the
same  or  similar  goods  or  services.

          O.     Manager's  and  Licensee's  Representative.  Manager  hereby
                 ------------------------------------------
appoints  Frank Ruffo (the "Manager's Representative") as the person employed by
Manager  with  whom  Licensee  shall  interact and upon whose decisions Licensee
shall  be  authorized  to  rely,  and  Licensee hereby appoints David Bocek (the
"Licensee's  Representative")  as  the  person  employed  by  Licensee with whom
Manager  shall  interact and upon whose decisions Manager shall be authorized to
rely,  with  respect  to  the  performance  by  Manager of its duties hereunder.
Manager shall have the right from time to time during the term of this Agreement
to  replace  the  Manager's  Representative  upon  written  notice  to  Licensee
designating the replacement Manager's Representative and Licensee shall have the
right  from  time  to  time  during  the  term  of this Agreement to replace the
Licensee's  Representative  upon  written  notice  to  Manager  designating  the
replacement  Licensee's  Representative.  Nothing  herein  shall be construed as
imposing  any  personal  liability on the Manager's Representative or Licensee's
Representative  with  respect  to  the acts or omissions of Manager or Licensee,
respectively,  under  this  Agreement.

     II.     Insurance.  Manager  shall  arrange  for and maintain all necessary
             ---------
and  proper hazard insurance covering the Facility, the furniture, fixtures, and
equipment situated thereon, and including coverage for business interruption and
extra  expense  for  an  indemnity  period  of not less than twelve (12) months.
Boiler and Machinery coverage specifically for pressure valve equipment shall be
included  in  the  foregoing  policy  or  in  a  separate  policy covering those
exposures.  If  and  to  the  extent Licensee agrees to participate in Manager's
Self  Insurance Fund Program, Manager shall arrange for all necessary and proper
malpractice  and  public  liability  insurance  for  Manager's  and  Licensee's
protection  and  for the protection of Manager's and Licensee's officers, agents
and employees.  In the event Licensee does not elect to participate on Manager's
Self  Insurance  Fund  Program,  then  Licensee  shall be required to secure all
necessary  malpractice  and  public  liability  insurance  for the protection of
Licensee  and Manager. Whether provided by Licensee or Manager or both, the cost
of  all  insurance premiums and any deductible or retention amounts shall be the
sole  responsibility  of  Licensee  and  shall be deemed to be Facility Expenses
payable  from the funds in the Facility Checking Account. Any insurance coverage
arranged  for  by  Manager  shall  be  consistent  with the coverage provided by
Manager  to  other  assisted  living  facilities  which  are  owned or leased by
Manager, it being understood and agreed that Manager shall have no obligation to
secure  any  special or different coverages for the Facility than it secures for
its  own owned or leased facilities. In addition, Manager shall provide employee
health  and  workers'  compensation  and/or  applicable  occupational injury and
illness  insurance  or program for all of Manager's employees at the Facility in
accordance  with  Manager's  policies therefor. The costs thereof, including any
applicable  deductibles  or retention amounts should losses occur or any amounts
due  as  the result of the occurrence of a workers' compensation audit during or
after  the  Term of this Agreement, shall not be included in the Management Fee,
but  shall be separately reimbursed as a Facility Expense payable from the funds
in  the Facility Checking Account or by Licensee to the extent that the same are
due  and  payable  after  the  termination of this Agreement.  Licensee shall be
listed  as  an  additional  insured  under all general or professional liability
policies  provided  by Manager pursuant to this Section II and shall be provided
with  a certificate of insurance confirming the same and Manager shall be listed
as  an  additional  insured  under all policies provided by Licensee pursuant to
this Section II and shall be provided with a certificate of insurance confirming
the  same.  Upon  the termination of this Agreement, Licensee shall, at its sole
cost  and  expense,  procure  a  tail insurance policy in an amount equal to the
amount  of professional liability insurance coverage in effect immediately prior
to  the  termination of this Agreement and providing coverage for a period of no
less than three (3) years or such other period as may be agreed upon by Licensee
and Manager and naming Licensee as the named insured and insuring against claims
which  may  be  made after the  termination of this Agreement related to acts or
omissions  which  occurred prior to the termination of this Agreement.  Licensee
shall  provide  Manager  with  a  certificate  evidencing  such  tail  insurance
coverage,  and including Manger as an Additional Insured under such policy.  The
obligations  of Licensee under this Section II shall survive termination of this
Agreement.

     The  insurance  to  be secured by Licensee or Manager, as applicable, under
this  Section  II  shall  include,  at  a  minimum,  the  following:

i.     Workers' Compensation or other applicable occupational injury and illness
     insurance  or  program in statutory limits for the state where the Facility
is  located,  or  a  minimum  of $500,000 if no statutory limits are prescribed;

ii.     Professional  Liability and Commercial General Liability covering bodily
injury  and property damage - $1,000,000 per occurrence and a $3,000,000 general
aggregate  in  primary limits (with respect to all of the facilities operated by
Manager  and  covered  by  such  policy);

iii.     Commercial  Auto  Liability  for  Facility vehicles including hired and
non-owned  auto coverage -  minimum of $1,000,000 combined single primary limit;

     Crime  Insurance to cover employee dishonesty, forgery/alteration, theft of
money  and  security  coverage,  with  minimum  limits  of  $50,000.

The  certificate  shall  contain  an  endorsement that Licensee will be given at
least  thirty  (30)  days  prior  written notice of cancellation or any material
change  in  the  policy.  Licensee  shall be named as an additional insured/loss
payee,  as  applicable,  on  the  policies  described  above.


<PAGE>
     III.     Proprietary  Interest.  The  systems,  methods,  procedures  and
              ----------------------
controls  employed  by  Manager  and any written materials, computer software or
policies developed by Manager to document the same are to remain the property of
Manager  and are not, at any time during or after the term of this Agreement, to
be  utilized, distributed, copied or otherwise employed or acquired by Licensee,
except  as  authorized  by  Manager;  provided,  however,  that  upon request of
Licensee,  Manager  shall  negotiate in good faith the terms and conditions upon
which  Licensee  may  be  permitted  by  Manager  to  use such systems, methods,
policies,  procedures,  controls, written materials, software or brochures for a
limited  transitional  period following the termination of this Agreement, which
terms and conditions shall be satisfactory to both Manager and Licensee in their
respective  discretion.

          IV.     Term  of  Agreement; Termination by Either Party.  The Term of
                  ------------------------------------------------
this Agreement shall commence on the date first written above (the "Commencement
Date")  and shall continue until terminated as provided herein.  If either party
is in default of its obligations hereunder and does not cure such default within
ten  (10)  days  after  written  notice thereof from the other party, or if such
default  is  not subject to being cured within such ten (10) day period, then be
diligently  pursuing a cure thereof, the non-defaulting party may terminate this
Agreement  by  providing  written notice of termination effective as of the date
specified  in  such notice.  This Agreement shall also terminate in the event of
the  destruction  of  or substantial damage to the Facility by any cause, or the
taking  of  all  or  a substantial portion of the Facility by eminent domain, in
either  case  making  it  impossible or impractical to continue operation of the
Facility.  This  Agreement may also be terminated by Manager or Licensee for any
reason  after  90  days  written  notice.  Within forty five (45) days after the
termination  of this Agreement, Manager shall deliver to Licensee any balance of
moneys  due  Licensee  or  of deposits, or both, which were held by Manager with
respect to the Facility, as well as a final accounting reflecting the balance of
income  and  expenses with respect to the Facility as of the date of termination
or  withdrawal,  and  all records, contracts, leases, receipts for deposits, and
other  papers  or  documents  which  pertain to the Facility.  If there shall be
additional  sums  due  and  payable to Manager, Licensee shall promptly pay such
sums  to  Manager  as part of the final reconciliation process.  In the event of
the  termination of this Agreement for any reason, Licensee shall continue to be
responsible  for  the care of the residents of the Facility until the earlier to
occur of (i) the transfer of the affected Facility to a new licensee or (ii) the
transfer  of  the  residents  to  another  facility or facilities licensed under
applicable  state  law  or  (iii)  management responsibility for the Facility is
assumed  by  a  manager  operating  under  a management agreement which has been
approved by DSHS.  Manager shall, upon request, cooperate in a smooth transition
of  operational  responsibility  for  the  Facility  to Licensee or to a manager
designated by Licensee and operating under a management agreement which has been
approved  by  DSHS. Licensee and Manager shall use good faith efforts to provide
DSHS  at  Residential care Services (Attn: Deb Burman), P.O. Box 45600, Olympia,
WA  98504-5600  (the "DSHS Address") with copies of any Termination Notices, but
neither  Licensee  nor  Manager shall be in default of its obligations hereunder
should  it  fail  to  do  so.


     V.     Licensee's Inspection.   Manager acknowledges and agrees that during
            ---------------------
the  term  of  this  Agreement,  Licensee is ultimately responsible for the care
provided to the residents of the Facility and for the compliance of the Facility
with  applicable  law.  Accordingly,  during the term hereof, Licensee may enter
and  inspect  the  Facility  at  any  time  provided  Licensee  coordinates such
inspections with the onsite administrative personnel at the Facility in order to
minimize  any  disruption of Manager's day to day operations of the Facility and
to  ensure that such inspections do not violate resident rights to privacy under
state  or  federal  resident  rights laws.  In addition, Licensee shall have the
right  to inspect and/or audit all books and records pertaining to the operation
of  the  Facility.

     VI.     Operation  of  the  Facility.
             ----------------------------

     A.     Standard  of  Performance.  In performing its obligations under this
            -------------------------
Agreement,  Manager  shall manage the Facility as an Assisted Living Facility (a
Boarding  Home  under  Washington  law)  in  accordance  with  the terms of this
Agreement,  including,  but  not limited to, the limitations set forth herein on
operating  and  capital expenditures, and the policies adopted by, and resources
available  to,  the  Facility; provided, however, that nothing in this Agreement
shall  relieve  Licensee  as  the  licensed  operator  of  the Facility from its
ultimate  responsibility  under State law for the care provided at the Facility.

B.      Force  Majeure.  Manager  will  not be deemed to be in violation of this
       ---------------
Management  Agreement  if it is prevented from performing any of its obligations
hereunder  for  any  reason  beyond  its control, including, without limitation,
strikes,  shortages,  acts  of  terrorism,  war, acts of God, lack of Licensee's
financial  resources,  unreasonable  interference  by  Licensee  with  Manager's
performance  of  its  duties  hereunder,  or  any statute, regulation or rule of
federal,  state  or  local  government  or  agency  thereof.

     C.     Facility  Records.  All  of the records of the Facility shall be and
            -----------------
remain  the  property  of  Licensee  and Manager shall at all times maintain the
confidentiality  of  all  resident  records,  including, without limitation, all
medical  records  and  shall only disclose the same as required by law and/or as
authorized  by the resident to whom such record relates; provided, however, that
Manager's  failure  to  maintain  the  confidentiality  of  resident  records in
accordance  with  the requirements of this Section shall not relieve Licensee of
liability  should  any such resident records be improperly disclosed in whole or
in  part.

     D.     Notice  to  Residents.  Within a reasonable period of time after the
            ---------------------
Commencement  Date, Manager shall provide written notice to all of the residents
of  the  Facility that it has assumed management responsibility for the Facility
and confirming the address at which they can reach Licensee should they elect to
do  so  for  any  reason.

VII.     Withdrawal  of  Funds  by  Licensee;  Minimum  Bank  Balance.
         ------------------------------------------------------------

     A.     Withdrawal  by  Licensee.  From  time to time, Licensee may withdraw
            ------------------------
the  then-accumulated operating cash surplus (as determined by Manager) from the
Facility Checking Account subject to the right of Manager to restrict withdrawal
by  Licensee  of any Facility funds in accordance with the provisions of Section
I(H)  of  this  Agreement.

     B.     Minimum  Cash  Balance.  Licensee  shall  fund the Facility Checking
            ----------------------
Account with an initial amount equal to $25,000.00 and thereafter Licensee shall
provide  the  working  capital  required  by  Section  I(H)  of  this  Agreement

     VIII.     Fees.
               -----

          A.     Management  Fee.  In  consideration  for  the  provision of the
                 ---------------
services  contemplated in this Agreement, Manager shall receive a management fee
("Management  Fee")  equal  to  the greater of (i) Six percent (6%) of the gross
revenues generated for the prior month by the Facility, or ii) $7,000 per month.
The  Management  Fee  shall  be payable on or before the 10th day of each month.
For  purposes of this Agreement, "gross revenues" mean all revenues generated by
the  operation  of the Facility, but shall not include proceeds from the sale of
Facility  equipment or the Facility, any insurance (except business interruption
insurance) or condemnation proceeds, or any other proceeds from a capital event.
If the services of Manager commence or terminate, other than on the first day of
the  month,  the  revenues upon which the fee is calculated shall be prorated in
proportion  to the number of days for which services are actually rendered.  The
Management  Fee  provided for herein shall be disbursed by Manager to itself out
of  the  Facility  Checking  Account  as  provided  in  this  Agreement.

          B.     Mobilization  Fee.  [RESERVED]
                 ------------------

     IX.      [intentionally  left  blank]

X.     Assignment.  Except as otherwise provided in Section I(F), this Agreement
       ----------
shall  not  be assigned by either party without the prior written consent of the
other  party;  provided,  however,  Manager  shall have the right to assign this
Agreement  to an entity which is owned or controlled by Manager or its principal
shareholder,  Daniel R. Baty, without the prior written consent of Licensee, and
Licensee  shall  have  the  right to assign this Agreement to any entity that is
owned  or  controlled  by  Licensee  or its members (an "Affiliate") or owned or
controlled by an Affiliate of the Licensee or its members; provided, however, no
assignment of this Agreement shall be effective unless the assignee, in the case
of  an  assignment  by Licensee, has first been duly licensed by DSHS, or unless
the  Management  Agreement  between Licensee and the assignee, in the case of an
assignment  by  Manager,  has  been  approved  by  DSHS.

     XI.     Notices.  All  notices  required  or  permitted  hereunder shall be
             -------
given  in  writing  by  hand  delivery, by registered or certified mail, postage
prepaid,  by  overnight  delivery  or  by  facsimile  transmission (with receipt
confirmed  with  the  recipient).  Notice  shall  be  delivered or mailed to the
parties at the following addresses or at such other places as either party shall
designate in writing.  The parties agree to use their good faith efforts to give
notice of any change of address to DSHS at the DSHS Address but neither shall be
in  default  of  its obligations hereunder should it fail to do so.  All notices
shall  be  deemed  duly given when delivery is received or refused by a party if
delivered by hand, three (3) business days after being deposited in the mails if
sent  by  registered  or  certified  mail,  on  the next business day if sent by
overnight  delivery and on confirmed receipt, if sent by facsimile transmission.

          To  Manager:     Emeritus  Corporation
                    3131  Elliott  Avenue
                    Suite  500
                    Seattle,  WA  98121
                    Facsimile:     206-301-4500
                    Attn:  Frank  Ruffo

          To  Licensee:     Royalton/Kent,  LLC
                    P.O.  Box  308
                    Bellevue,  WA  98009
                    Facsimile:  (425)  637-7179
                    Attn:  David  Bocek

     XII.     Relationship  of  the  Parties.  The  relationship  of the parties
              ------------------------------
shall  be that of principal and independent contractor and all acts performed by
Manager  during the term hereof as Manager of the Facility shall be deemed to be
performed  in  its  capacity as an independent contractor.  Nothing contained in
this  Agreement is intended to or shall be construed to give rise to or create a
partnership  or  joint  venture  or  lease  between Licensee, its successors and
assigns  on  the  one hand, and Manager, its successors and assigns on the other
hand.  Notwithstanding  the  foregoing,  Manager  shall be authorized to execute
certain  documents  in the course of the day to day operation of the Facility as
the  agent  of  Licensee,  such  as  credit  applications  for supplies, banking
resolutions  for  the  Facility  Checking  Account,  utility deposit forms, etc.

     XIII.     Indemnification.  Manager  shall  indemnify,  defend  and  hold
               ---------------
harmless Licensee and its owners, directors, officers and employees from any and
all  third  party  claims,  demands,  causes  of action, losses, damages, fines,
penalties, liabilities, costs and expenses, including reasonable attorneys' fees
and  court costs sustained or incurred by or asserted against any one or more of
them  by  reason of or arising out of Uncovered Manager Actions. As used in this
Section  XIII,  "Uncovered  Manager  Actions"  means (a) Manager's breach of the
duties  and  obligations  required  to  be performed by Manager pursuant to this
Agreement,  (b)  acts  by Manager outside the scope of Manager's authority under
this  Agreement,  or  (c) the negligence or willful misconduct of Manager or its
agents  or  employees.   Licensee  agrees to indemnify, defend and hold harmless
Manager and its owners, directors, officers and employees from any and all third
party  claims,  demands,  causes  of  action, losses, damages, fines, penalties,
liabilities,  costs  and  expenses,  including  attorneys'  fees and court costs
(except  to the extent covered by insurance carried by Manager or required to be
carried  by  Manager  pursuant  to  this  Agreement) sustained or incurred by or
asserted  against  any one or more of them relating to the Facility that results
from  the  negligence  or  willful  misconduct  of  Licensee  in  performing its
obligations  under  this  Agreement  or  from  a breach of this Agreement by the
Licensee.  THE  INDEMNITIES  BY  LICENSEE  AND  MANAGER  IN  THIS  SECTION  XIII
SPECIFICALLY  APPLY TO NEGLIGENCE AND EVENTS FOR WHICH THERE IS STRICT LIABILITY
BY  THE  INDEMNIFIED PERSONS, TO THE EXTENT THE RESULTING CLAIM, DEMAND CAUSE OF
ACTION,  LOSS,  DAMAGE,  FINE, PENALTY, LIABILITY, COST OR EXPENSE IS WITHIN THE
SCOPE OF THE INDEMNITY. Notwithstanding any other provision of this Agreement to
the contrary, each party's obligation to indemnify, defend and hold harmless the
other  party  shall  survive  the  termination  of  this  Agreement.

     XIV.     Entire  Agreement.  This  Agreement  contains the entire agreement
              -----------------
between  the  parties  relating  to  the  operation of the Facility and shall be
binding  upon  and  inure  to the benefit of their successors and assigns.  This
Agreement  may not be modified or amended except by written instrument signed by
both  of  the parties hereto.  Licensee and Manager shall use good faith efforts
to  provide  DSHS  at  the  DSHS  Address  with  copies  of any written changes,
modifications  or  amendments to this Agreement but neither Licensee nor Manager
shall  be  in  default  of  its  obligations  hereunder should it fail to do so.

     XV.     Captions.  The  captions  used  herein  are  for  convenience  of
             --------
reference  only  and shall not be construed in any manner to limit or modify any
of  the  terms  hereof.

     XVI.     Attorney's  Fees.  In  the  event either party brings an action to
              ----------------
enforce this Agreement, the prevailing party in such action shall be entitled to
recover  from  the  other  all costs incurred in connection therewith, including
reasonable  attorneys'  fees.

     XVII.     Severability.  In  the  event  one  or  more  of  the  provisions
               ------------
contained in this Agreement is deemed to be invalid, illegal or unenforceable in
any  respect  under applicable law, the validity, legality and enforceability of
the  remaining  provisions  hereof  shall  not  in  any way be impaired thereby.

     XVIII.     Cumulative; No Waiver.  No right or remedy herein conferred upon
                ---------------------
or  reserved  to either of the parties hereto is intended to be exclusive of any
other  right  or remedy, and each and every right and remedy shall be cumulative
and  in  addition  to  any other right or remedy given hereunder. The failure of
either  party  hereto  to  insist  at  any  time  upon  the strict observance or
performance  of any of the provisions of this Agreement or to exercise any right
or  remedy  as  provided  in  this  Agreement shall not impair any such right or
remedy  or  be  construed  as a waiver or relinquishment thereof with respect to
subsequent  defaults.  Every  right  and  remedy  given by this Agreement to the
parties  hereof may be exercised from time to time and as often as may be deemed
expedient  by  the  parties  thereto,  as  the  case  may  be.

     XIX.     Authorization  for  Agreement.  The  execution  and performance of
              -----------------------------
this  Agreement  by  Licensee  and  Manager  have  been  duly  authorized by all
necessary  laws, resolutions or corporate action, and this Agreement constitutes
the valid and enforceable obligations of Licensee and Manager in accordance with
its  terms,  except  as  such enforceability may be limited by creditor's rights
laws  and  general  principles  of  equity.

     XX.     Counterparts.  This  Agreement  may  be  executed  in any number of
             ------------
counterparts  and  by different parties hereto in separate counterparts, each of
which  when  so executed shall be deemed to be an original and all of which when
taken  together  shall  constitute  one and the same agreement.  Delivery of any
executed counterpart of a signature page to this Agreement by facsimile shall be
effective  as  delivery  of  an executed original counterpart of this Agreement.

     XXI.     Confidentiality.  Throughout  the Term of this Agreement and for a
              ----------------
period  of  one  (1)  year  after the termination of this Agreement, Manager and
Licensee  each  agree  to  maintain  the  confidentiality  of  any  proprietary
information  concerning  the other or the Facility to which they may gain access
during  the  term  of  this  Agreement and shall only disclose the same with the
written  consent  of  the  other  party or as required by an order of a court of
competent  jurisdiction.

     XXII.     Construction.  Each  of  the parties acknowledges and agrees that
               -------------
it  has  participated  in  the  drafting  and  negotiation  of  this  Agreement.
Accordingly,  in  the  event  of a dispute with respect to the interpretation or
enforcement  of the terms hereof, no provision shall be construed so as to favor
or  disfavor  either  party  hereto.

          IN  WITNESS  WHEREOF, the parties have hereto caused this Agreement to
be  duly  executed,  as  of  the  day  and  year  first  above  written.


ROYALTON/KENT,  LLC,  LICENSEE


                    By:     /s/  David  Bocek
                               David  Bocek
                    Its:     Managing  Director

                    EMERITUS  CORPORATION,  MANAGER


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



<PAGE>
                                    EXHIBIT A

                             DESCRIPTION OF FACILITY


<PAGE>
                                    EXHIBIT B
                             REPORTING REQUIREMENTS


<PAGE>
                                    EXHIBIT C
                                 FORM OF BUDGET