AMENDMENT TO
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                        GUARANTY OF MANAGEMENT AGREEMENT
                        --------------------------------
                         AND SHORTFALL FUNDING AGREEMENT
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                                 (Emeritrust 25)

     This  Amendment  to  Guaranty of Management Agreement and Shortfall Funding
Agreement  (this  "Amendment")  is  made this 22 day of March, 2001 by and among
Emeritus Corporation, a Washington Corporation ("Emeritus) and AL Investors LLC,
a  Delaware  limited  liability company ("AL Investors"), for itself and as sole
managing  member  or  sole managing member of the general partner of each of the
Facility  Entities  set  forth  on  Exhibit A to the Guaranty (as amended and as
hereinafter  defined).

                                    Recitals
                                    --------

     A.     Emeritus  and  AL  entered  into that certain Guaranty of Management
Agreement  and  Shortfall  Funding  Agreement,  dated  December  30,  1998  (the
"Guaranty"),  pursuant  to  which,  among  other things, Emeritus guaranteed the
obligations  of  Emeritus  Management LLC and Emeritus Management I LP under the
Management  Agreement  as  defined  therein.

     B.     The parties to the Management Agreement have agreed that it would be
beneficial  to  restructure the Senior Loan by, among other things, dividing the
loan  into  three  tranches,  collateralizing  a portion of the tranche known as
"Tranche  B"  with  certain  property  owned  by AL Investors II LLC (the "AL II
Additional  Collateral  Properties"),  amending the interest rate, and obtaining
two 9-month conditional options to extend the term of the loan (the "Senior Loan
Restructure").

     C.     In  connection  with the Senior Loan Restructure, the parties to the
Management Agreement have entered into a First Amendment to Management Agreement
(the  "First  Amendment to Management Agreement") pursuant to which, among other
things,  the  Management  Agreement  may be extended and Manager's obligation to
fund  certain  Operating Deficits has been amended.  The Management Agreement as
defined  in  the  Guaranty  and  as amended by the First Amendment to Management
Agreement  is  referred  to  herein  as  the  "Management  Agreement".

     D.      Emeritus  has  agreed  to concurrently enter into this Amendment to
confirm  that  (i)  the  Guaranty  will  remain in full force and effect for the
duration  of  the Management Agreement as amended, and (ii) the Guaranty applies
to Operating Deficits as amended by the First Amendment to Management Agreement.

     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 Guaranty or, if not defined therein, in the First
Amendment  to  Management  Agreement  executed  on  or  about  the  date hereof.

     Extension  of  Guaranty.
     -----------------------

          2.1     Shortfall  Funding Obligations.  Section 1.2 is hereby amended
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by deleting all references to the "Initial Term" and replacing them instead with
a reference to the "Initial Term of the Management Agreement, as may be extended
in  accordance  with  the terms of the First Amendment to Management Agreement".

          2.2     Survival.  Section  11  is  hereby deleted in its entirety and
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replaced  with  the  following:

               11.     SURVIVAL.  This  Agreement  shall  survive  expiration or
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sooner termination of the Management Agreement.  Without limiting the generality
of  the  foregoing, no termination of the Management Agreement, whether in whole
or  in  part,  or whether by Managers, Owners, or otherwise, shall terminate any
obligation  of  Emeritus  to  fund the Emeritus Deficit Contribution accruing or
arising  during the Initial Term of the Management Agreement (as may be extended
in  accordance  with  the terms of the First Amendment to Management Agreement),
except  only as to Operating Deficits with respect to a Facility terminated from
the  Management  Agreement by reason of Casualty or Condemnation as set forth in
Section  9.7.2  of  the  Management  Agreement  arising  after such termination.

     Definitions.  Exhibit  A  is  hereby  amended  as  follows:
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          3.1     Senior  Loan.  The  definition  of  "Senior  Loan"  is  hereby
                  ------------
deleted  and  replaced  in  its  entirety  with  the  following:

SENIOR  LOAN:  any  indebtedness  incurred  by  Owners  which  is secured by any
mortgage,  deed  of  trust  and related security instruments against a Facility.
Initially the Senior Loan is evidenced by that certain Loan Agreement between AL
Investors  (and  the Facility Entities) and GMAC Commercial Mortgage Corporation
dated  on  or about December 30, 1998, as amended by the First Amendment to Loan
Agreement  dated  on  or about the date of the First Amendment to the Management
Agreement  (the  "Senior  Loan  Amendment"),  including, without limitation, all
interest  increases  and  modifications  contained  therein (the "Initial Senior
Loan").  It  is  expressly  agreed that the Senior Loan includes the entirety of
Tranches  A,  B  &  C  as  set  forth  in  the  Senior  Loan  Amendment.

          3.2     Deemed  Senior  Loan.  A  new  definition  shall  be  added as
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follows:

DEEMED  SENIOR  LOAN:  The  amount  of the Senior Loan (i) without regard to the
Additional  Principal  Payments and (ii) without regard to any proceeds from the
sale  of  the AL II Additional Collateral Properties which are applied to reduce
the  Tranche  B  debt in accordance with the terms of the Senior Loan Amendment.

          3.3     Fixed  Operating  Expenses.  Effective  as of January 1, 2002,
                  --------------------------
subsection  (a)  of the definition of Fixed Operating Expenses is hereby deleted
in  its  entirety.  Effective  as  of  the  date  hereof,  subsection (c) of the
definition  of  Fixed Operating Expenses is amended to read in its entirety "the
debt  service  on  account of the Deemed Senior Loan".  The parties hereby agree
that the foregoing amendment is in part intended to and does modify the Guaranty
such  that  as  to "Operating Deficits" and the "Emeritus Deficit Contribution",
Fixed Operating Expenses shall be calculated in accordance with the terms of the
Management  Agreement  as amended by the First Amendment to Management Agreement
in  connection  with  the  Senior  Loan  Restructure.

     Conforming  Definitions.  Exhibit  A  is  hereby  amended  as  follows:
     -----------------------

     4.1     Junior  Loan.  The  definition of Junior Loan is hereby deleted and
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replaced  in  its  entirety  with  the  following:  any indebtedness incurred by
Owners  which is secured by a mortgage, pledge, and related security instruments
against,  among  other  things,  the membership interests of AL Investors in the
Facility Entities.  Initially, the Junior Loan is evidenced by that certain Loan
Agreement  among  AL  Investors  (and  the Facility Entities) and Senior Housing
Partners I, L.P. dated on or about the same date hereof, as subsequently amended
("Initial  Junior  Loan").

     4.2     Operating  Period.  The  definition  of  Operating Period is hereby
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deleted  and  replaced in its entirety with the following:  the period beginning
with  the  Commencement  Date and ending upon the expiration of the Initial Term
and  any  extension  term.

     4.3     Put  and  Purchase  Agreement  The  definition  of Put and Purchase
             -----------------------------
Agreement  is  hereby  deleted  and replaced in its entirety with the following:
that  certain  Put and Purchase Agreement dated December 30, 1998, as amended by
First  Amendment  to  Put  and  Purchase  Agreement dated March 26, 1999, and by
Second Amendment to Put and Purchase Agreement dated on or about the date hereof
and  as  subsequently  amended.

     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  Guaranty.

     Ratification.  The  Guaranty,  as  amended  by  this  Agreement,  is hereby
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ratified  and  confirmed.
     -

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

     Headings.  The  headings  contained herein are for convenience of reference
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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
                              --------

                              EMERITUS  CORPORATION,  a  Washington
corporation

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