FIRST AMENDMENT TO
                               ------------------
                              MANAGEMENT AGREEMENT
                              --------------------
                       (AL II - 5 Development Facilities)


     This  First  Amendment  to  Management Agreement (this "Amendment") is made
effective  this 1st day of January, 2001 by and among Emeritus Management LLC, a
Washington  limited  liability  company  ("Emeritus  Management"),  Emeritus
Corporation, a Washington Corporation ("Emeritus), AL Investors Development LLC,
a  Delaware  limited  liability company ("AL Investors Development"), for itself
and  as  sole  managing  member  of  each  of the Facility Entities set forth on
Exhibit  A  to the Management Agreement (as amended and as hereinafter defined).

                                    Recitals
                                    --------

     A.     Emeritus  Management,  Emeritus  Properties I Inc. ("EPI"), Emeritus
and AL Investors Development entered into that certain Management Agreement with
Option  to  Purchase  (AL  II - 5 Development Facilities), dated March 25, 1999,
pursuant  to which, among other things, Emeritus Management and EPI were engaged
to  manage  certain  Facilities  described  therein  (the  "AL  II  Development
Management  Agreement").  EPI  has  ceased  to  be  a  manager  under  the AL II
Development  Management  Agreement.

     B.     Simultaneously  with  the  execution  of  the  AL  II  Development
Management  Agreement,  Emeritus  Management,  Emeritus  management  I  LP,  AL
Investors  II  LLC,  ESC  I, L.P., a Washington limited partnership ("ESC"), ESC
G.P.  I,  Inc.,  a  Washington  corporation ("ESCGP"), and EPI entered into that
certain  Management  Agreement  with  Option  to  Purchase (AL II - 14 Operating
Facilities),  dated March 26, 1999, which was thereafter segregated by Amendment
to Management Agreement (AL II - 14 Operating Facilities), dated March 27, 2000,
pursuant  to  which the Refinanced Facilities (as defined therein) were deleted,
and  were  included  instead in that certain Management Agreement with Option to
Purchase  (Teachers),  dated  March  27,  2000  (the "AL II Management Agreement
(Teachers)",  and  which  was  also  thereafter  amended  by Second Amendment to
Management Agreement dated March 22, 2001 (as so segregated and amended, the "AL
II  Management Agreement (GMAC)".  ESC, ESCGP and EPI have ceased to be Managers
under  the  AL  II  Management  Agreement  (GMAC).

     C.     The  parties  hereto or certain affiliates thereof also entered into
that certain Management Agreement with Option to Purchase (Emeritrust 25), dated
December  30,  1998,  pursuant to which, among other things, AL Investors LLC, a
Delaware  limited  liability  company, and the Facility Entities defined therein
engaged  Manager  to  manage certain Facilities described therein (as amended as
described  below,  the  "AL  I  Management  Agreement").

     E.     GMAC  Commercial  Mortgage  Corporation ("GMAC") is the lender under
the  Senior  Loan  under both AL I Management Agreement and the AL II Management
Agreement  (GMAC).  Guaranty Federal Bank, F.S.B., now known as Guaranty Bank, a
federal  savings bank ("GFB") is the lender (or agent of multiple lenders) under
the  Senior  Loan as defined in the AL II Development Management Agreement.  The
Senior Loan as defined in the AL I Management Agreement is referred to herein as
the  "AL  I  Senior  Loan".  The Senior Loan as defined in the AL II Development
Management  Agreement  is  referred  to  herein  as  the  GFB  Senior  Loan.

     F.     GFB  and  AL  Investors  Development,  on  behalf  of  the  Facility
Entities,  have  simultaneously  herewith  entered  into an Omnibus Modification
Agreement, pursuant to which AL Investors Development is entitled to a 12 months
extension  of  the  GFB  Senior  Loan,  together with an additional 12 extension
option  on  the  terms  and  conditions  contained  therein  (the  "Modification
Agreement").

     G.     As  a  condition  to the execution of the Modification Agreement and
extension  of  the  GFB  Senior Loan, the parties have agreed to amend the AL II
Development  Management  Agreement  as  set  forth  herein.

     NOW,  THEREFORE, in consideration of Ten and No/100 Dollars, the agreements
contained  herein,  and  other  good and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereby agree as
follows:

     Definitions.  All  terms  capitalized herein but not defined shall have the
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meanings  given  them  in  the  AL  II  Development  Management  Agreement.

     Extension  of Management Agreement.  New Section 2.3 is hereby added to the
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AL  II  Development  Management  Agreement:

          2.3  Extension  of Term.  The parties hereby agree to extend the AL II
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Development  Management  Agreement  until  December  31,  2002  (the  "Extension
Period"),  to make it co-extensive with the term of the GFB Senior Loan.   Under
the  Modification  Agreement,  AL  Investors Development is also eligible for an
additional  12  month  extension  in  accordance  with  the terms and conditions
contained  in  Section  2  thereof  (the "Additional Extension Period").   If AL
Investors  Development  is  entitled  to  exercise  its extension rights for the
Additional  Extension  Period  under the terms of the Modification Agreement, it
hereby  agrees  that  it  will  do  so.

     All  of  the  terms  and  provisions  of  the  AL II Development Management
Agreement  (as  modified  by  this  Amendment)  shall  continue to be applicable
throughout  the  Extension  Term,  including,  without  limitation, the right to
exercise  the  Purchase  Option.  If  AL  Investors  Development  exercises  its
extension  rights  for  the Additional Extension Period and the AL I Senior Loan
has  been  extended  for  the  Second Extension Period as provided therein, then
Manager  shall  be  deemed to have automatically extended this AL II Development
Management  Agreement  to  make  it  co-terminous  with the Additional Extension
Period,  whereupon  all  of  the  terms  and provisions of the AL II Development
Management  Agreement  (as  modified  by  this  Amendment)  shall continue to be
applicable  throughout  the  Additional  Extension  Period,  including,  without
limitation,  the  right  to  exercise  the Purchase Option.  Notwithstanding the
foregoing,  the  parties  agree  that  this  Section 2.3 shall not impair Owners
extension  rights  under  Section  2.2  of  the  AL  II  Development  Management
Agreement.

     Costs  and  Expenses.  AL  Investors  Development shall pay for all closing
     --------------------
costs  related  to  the  GFB loan extensions, including, without limitation, all
costs  and  fees  incurred  by  the Senior Lender, title insurance fees, and UCC
search  costs.  In  addition,  AL  Investors  Development  shall pay the monthly
principal  paydown of $115,000 with respect to the Hagerstown Note (the "Paydown
Amount"),  as  more  particularly  set  forth  in  Section  1(C)  of the Omnibus
Agreement  entered  into with GFB on or about the date hereof.   For purposes of
calculating  Operating Deficits in connection with Section 8.3 of the Management
Agreement,  the  Paydown  Amount  shall be deemed part of the Excluded Expenses,
such  that  it  shall  not  be taken into account as part of Operating Expenses.

     Purchase  Option.
     ----------------

          4.1     Exercise  of Option. The first sentence of Section 13.2 of the
                  -------------------
AL  II  Development  Management  Agreement is hereby deleted and replaced in its
entirety  with  the  following:

The  Purchase Option shall permit Emeritus to purchase the Facilities (a) at any
time  prior to the end of the Extension Period, and (b) if the AL II Development
Management Agreement is extended pursuant to the Additional Extension Period, at
any time prior to the end of the Additional Extension Period (as applicable, the
"Purchase  Option  Expiration Date") provided the written notice of the exercise
of the option is given by Emeritus to the Owners (a "Purchase Option Notice") on
or  before  15  days  prior  to  the  applicable Purchase Option Expiration Date

     4.2     Place  and  Time  of  Closing.  Section  13.6 is hereby deleted and
             -----------------------------
replaced  in  its  entirety  with  the  following:

          13.6.     Place  and  Time  of  Closing.  If  the  Purchase  Option is
                    -----------------------------
exercised,  the  closing  shall  occur  and  the Deed for each Facility shall be
delivered  to  Title  Company  (the  "Closing")  pursuant  to  escrow  closing
arrangements reasonably satisfactory to Owners and Manager at 12:00 o'clock noon
(P.S.T.) no later than the applicable Purchase Option Expiration Date (the "Time
of Closing").  It is agreed that time is of the essence of this Purchase Option.
Notwithstanding the foregoing, Owner shall not unreasonably withhold its consent
to  Manager's  request for a 30-day extension of such Closing Date provided that
Manager  deposits  the  equity  funds required to close the Purchase Option into
escrow  and  provides  Owner  with reasonable evidence of financing prior to the
applicable  Purchase  Option  Expiration  Date,  and  reimburses  Owner  for any
additional  costs  incurred  by  such  extension.

          3.3     Conditions  to  Exercise.  In  addition  to  the  conditions
                  ------------------------
precedent to the exercise of the Purchase Option contemplated in Section 13.1 of
the  Management  Agreement  it shall be a condition precedent to the exercise of
the  Purchase Option (which condition Owners may waive, in their sole discretion
at  any  time) (i) that the "Purchase Option" under each of the AL II Management
Agreement  (GMAC),  the  AL  II  Management  Agreement  (Teachers), and the AL I
Management  Agreement  shall  have  been  simultaneously  exercised,  and  (ii)
effective  from  and after September 15, 2002, the Second Extension Period under
the  terms  of  the  AL  I  Senior  Loan  shall  have  been  exercised.

          3.4     Cross  Default  of  Purchase  Options.  The  parties  hereby
                  -------------------------------------
acknowledge that the following amendment was made as part of the First Amendment
to the AL II Management Agreement (GMAC):  Section 13.9 of the AL II Development
Management  Agreement  is  hereby  amended  by adding at the end of the sentence
which  begins  "If  Emeritus  delivers  the  Purchase Option Notice and fails to
timely  consummate  the  purchase of the Facilities in accordance with the terms
hereof  for  any reason other than the Facility Entities' default and refusal to
deliver  the Deed " the following:  "and (d) the Purchase Option under the AL II
Management  Agreement (GMAC) and the AL II Management Agreement (Teachers) shall
be  deemed  terminated  and  Emeritus  shall thereafter have no further right to
purchase  the  Facilities".

          Section  13.9  of the AL II Development Management Agreement is hereby
further  amended  by  adding  the  following at the end:  "If Emeritus elects to
exercise  its  purchase options under the AL II Management Agreement (GMAC), the
AL  II  Management  Agreement (Teachers), and the AL I Management Agreement, and
thereafter  fails to timely consummate the purchase of the facilities subject to
the  exercised  purchase  options  in  accordance with the terms thereof for any
reason  other than a default by the owners and failure to deliver the applicable
deeds  for  each  of  the  facilities,  the  Purchase  Option  under  this AL II
Development  Management  Agreement shall be deemed terminated and Emeritus shall
thereafter  have  no  further  right  to  purchase  the  Facilities".

     Notices.  All  notices to be given by either party to this Agreement to the
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other  party hereto shall be in writing, and shall be sent to the parties at the
addresses  and  in  the  manner  set  forth  in the AL II Development Management
Agreement.

     Ratification.  The  AL  II  Development Management Agreement, as amended by
     ------------
this  Agreement,  is  hereby  ratified  and  confirmed.

     Understandings  and  Agreements.  This  Amendment,  together with the AL II
     -------------------------------
Development  Management  Agreement,  constitutes  all  of the understandings and
agreements between the parties with respect to the management of the Facilities.

     Headings.  The  headings  contained herein are for convenience of reference
     --------
only  and  are  not intended to define, limit or describe the scope or intent of
any  provision  of  this  Agreement.

     Applicable  Law.  This  Agreement shall be construed and interpreted and be
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governed  by  the  laws  of  the  State  of  Washington.

     IN  WITNESS WHEREOF, the parties have executed and delivered this Agreement
as  of  the  date  and  year  first  above  written.


     EMERITUS  MANAGEMENT
     --------------------

     EMERITUS  MANAGEMENT  LLC,
     a  Washington  limited  liability  company

     By:     Emeritus  Corporation,
          a  Washington  corporation

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



                              EMERITUS
                              --------

                              EMERITUS  CORPORATION,  a  Washington
corporation

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


<PAGE>

                              AL  INVESTORS  DEVELOPMENT
                              --------------------------

AL  INVESTORS  DEVELOPMENT LLC, a Delaware limited liability company, for itself
and  as  sole  managing  member  on behalf of each of the Owners, or in the case
where  the  Owner is a limited partnership, as sole managing member on behalf of
the  general  partner  thereof


     By:  /s/  Norman  L.  Brendan
          ------------------------
          Name  Norman  L.  Brendan
                -------------------
          Title  Manager
                 -------







<PAGE>

The  undersigned  lenders  in connection with the GFB Senior Loan and the Junior
Loan  have  executed  this  Agreement  for the sole purpose of consenting to the
foregoing  Amendment.


     Guaranty  Bank, a federal savings bank          (formerly known as Guaranty
Federal  Bank,     F.S.B.),  Agent  and  Lender

     By:
     Name
     Title


     Senior  Housing  Partners  I,  L.P.,
     a  Delaware  limited  partnership

     By:     /s/  Noah  R.  Levy
             -------------------
     Name  Noah  R.  Levy
           --------------
     Title  Vice  President
            ---------------

<PAGE>

The  undersigned  has  executed  this  Agreement  for  the  sole  purpose of (i)
acknowledging  and  consenting  to  the foregoing Amendment, (ii) ratifying that
certain  Guaranty of Management Agreement and Shortfall Funding Agreement (AL II
-  5 Development Facilities) dated March 25, 1999, given by Emeritus in favor or
AL  Investors Development and the respective Facility Entities (the "Guaranty"),
(iii)  confirming  and agreeing that foregoing Amendment does not alter, modify,
amend  or waive any terms contained in the Guaranty, and (iv) acknowledging that
the  Guaranty  has  been  assigned  to  Guaranty  Bank under the GFB Senior Loan
documents, and Guaranty Bank has the right to enforce the Borrower's obligations
under the GFB Senior Loan in accordance with the GFB Senior Loan loan documents.


     Emeritus  Corporation,
     a  Washington  corporation


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