THIRD AMENDMENT TO
                               ------------------
                           PUT AND PURCHASE AGREEMENT
                           --------------------------
                    (AL II Holdings - 14 Operating Facilities
                          and 5 Development Facilities)

     This  Third  Amendment  to Put and Purchase Agreement (this "Amendment") is
made this 1st day of January, 2002 by and among Daniel R. Baty, individually and
on  behalf  of his marital community ("Obligor"), AL II Holdings LLC, a Delaware
limited  liability  company  ("AL II Holdings"), AL Investors II LLC, a Delaware
limited  liability  company ("AL Investors II"), AL Investors Development LLC, a
Delaware  limited liability company ("AL Development"), and each of the Facility
Entities  which  own a Facility. AL Investors II is executing this Amendment for
itself  and  as  the  sole  managing  member  on  behalf of each of the Facility
Entities  which  own an Operating Facility or a Refinanced Facility (or in cases
where  such Facility Entity is a limited partnership, as sole managing member on
behalf of the general partner thereof) and AL Investors Development is executing
this  Amendment for itself and as the sole managing member on behalf of five (5)
of  the  Facility Entities which own a Development Facility, all as set forth on
and  identified  on  Exhibit A to the Put and Purchase Agreement (as hereinafter
defined).

                                    Recitals
                                    --------

     A.     Obligor, AL II Holdings, AL Investors II, and AL Development entered
into  that  certain  Put  and  Purchase Agreement (AL II Holdings - 14 Operating
Facilities and 5 Development Facilities), dated as of March 26, 1999, as amended
by  First  Amendment  to Put and Purchase Agreement, dated as of March 27, 2000,
and  as  amended  by Second Amendment to Put and Purchase Agreement, dated March
22,  2001  (as  amended,  the  "Put  Agreement").

     B.     In  connection  with the transaction described in the Put Agreement,
AL  Investors II and /or its affiliates entered into (i) that certain Management
Agreement with Option to Purchase (AL II - 14 Operating Facilities), dated March
26,  1999,  as  amended  by  First Amendment dated March 27, 2000, as amended by
Second  Amendment  dated  March  22,  2001,  and  as  amended by Third Amendment
effective  January  1,  2002 (as amended, the "AL II Management Agreement"), and
(ii)  that  certain  Management  Agreement  with  Option  to Purchase (AL II - 5
Development Facilities), dated March 26, 1999 (the "AL II Development Management
Agreement"), and (iii) that certain Management Agreement with Option to Purchase
(Teachers),  dated  March  27,  2000  (the  "AL  II  Management  Agreement
(Teachers);collectively  with  the  AL  II  Management  Agreement  and the AL II
Development  Management  Agreement,  the  "AL  II  Management  Agreements").

     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,  as amended by First Amendment dated March 22, 2001, and as
amended  by Second Amendment effective January 1, 2002, 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, the "AL I Management Agreement"), as well as that
certain  related  Put and Purchase Agreement dated December 30, 1998, as amended
by First Amendment to Put and Purchase Agreement dated March 26, 1999, by Second
Amendment  dated  March 22, 2001, and by Third Amendment effective as of January
1,  2001  (as  amended,  the  "AL  I  Put  Agreement"),

     D.     GMAC  Commercial  Mortgage  Corporation ("GMAC") is the lender under
the  Senior  Loan  under  both  the  AL  I  Management  Agreement  and the AL II
Management  Agreements.  The  Senior  Loan  as  defined  in  the AL I Management
Agreement  is  referred  to  herein  as  the  "AL  I  Senior  Loan".

     E.     AL  Investors  may  elect to refinance one or more of the Facilities
with lenders originating loans insured by the Federal Housing Administration, an
organizational  unit  of  the  United  States  Department  of  Housing and Urban
Development,  or  other similar lenders, which may be locked to repayment at the
time  the  Put  Notice  is  given  or Obligor's Option is exercised (each a "New
Loan").

     F.     In  connection with extension of the AL I Senior Loan and the Senior
Loan  as  defined  in  the Put Agreement, and in anticipation of one or more New
Loans,  the  parties  now  desire  to  amend  the Put Agreement on the terms and
conditions  contained  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
     -----------
meanings  given  them  in  the  Put  Agreement.

     Triggering  Events.  Section 3.1(a) (as previously replaced under paragraph
     ------------------
2  of  the Second Amendment) is hereby deleted in its entirety and replaced with
the  following:  "(a)  If  Emeritus  does not give notice of its exercise of its
Purchase  Options under all three of the AL II Management Agreements at least 15
days  prior  to the expiration or sooner termination of the Extension Period (as
defined  in  the  AL  I  Management  Agreement),  or does not close its Purchase
Options  under  all  three  of  the AL II Management Agreements on or before the
maturity  date  of the Senior Loan, subject to such extension for closing as may
be  granted  in  the  AL  II  Management  Agreements".  Section 3.1(c) is hereby
amended  by  adding  at  the end thereof the following:  "or AL Investors II has
elected  to terminate the AL II Management Agreement or the Management Agreement
(Teachers), or AL Investors Development has elected to terminate the Development
     Management  Agreement,  pursuant  to  a  right  to  do  so".



     Exercise  of Option.  The sentence added at the end of section 3.1 pursuant
     -------------------
to  paragraph  3 of the Second Amendment is hereby deleted and replaced with the
following:  Notwithstanding  the 6th sentence of the last full paragraph in this
Section 3.1, AL II Holdings may give the Put Notice to Obligor at any time after
the Triggering Event but in any event within 60 days after the expiration of the
Extension  Period.

     Time  of  Exercise.  Subject  to  the  provisions of Paragraph 3 above, the
     ------------------
clause  "December  31,  2001,  subject  to  such extension for closing as may be
granted in the AL II Management Agreements" (as added pursuant to paragraph 4 of
the  Second  Amendment)  is hereby deleted and replaced in its entirety with the
following:  "the  end  of  the  Extension  Period,  subject to any extension for
closing  as  may  be  granted  in  the  AL  II  Management  Agreements".

     Exercise  of  Put.  The second and third sentences of the last paragraph of
     -----------------
Section  3.1 of the Put Agreement is hereby deleted in its entirety and replaced
with  the following:   "Upon the occurrence of any one or more of the Triggering
Events,  AL  II  Holdings  may  require  Obligor to purchase a total of ten (10)
Facilities  with  respect to Triggering Events (a), (b), (c) and (d), and twelve
(12)  Facilities  with  respect  to  Triggering  Event (e), all on the terms and
conditions of this Agreement and subject to the provisions of paragraph 6 of the
     Third  Amendment  permitting the transfer of certain put rights to and from
the  AL  I  Put  Agreement.  The  designation  of  which 10 or 12 Facilities (as
applicable,  in  the  aggregate  under  both this Put Agreement and the AL I Put
Agreement) Obligor shall be obligated to purchase shall be in AL Holding's sole,
absolute  and  unfettered  discretion.

     Selection  of  Facilities.  Paragraph  5  of the Second Amendment is hereby
     -------------------------
deleted  and  replaced  in its entirety with the following: AL II Holdings shall
have  the  right  to  transfer  any or all of its put rights to AL Investors for
exercise  in  accordance with the AL I Put Agreement by electing to decrease the
number  of  Put  Facilities  to  be  selected  by  AL  II Holdings under the Put
Agreement  and  to  simultaneously and by like amount increase the number of Put
Facilities to be selected by AL Investors under the AL I Put Agreement, it being
the  intention  of  the parties that the total number of facilities that Obligor
may  be required to purchase under this Put Agreement and the AL I Put Agreement
shall not exceed 10 in the aggregate with respect to Triggering Events (a), (b),
(c)  and  (d),  or  12  in  the  aggregate with respect to Triggering Event (e).

     Conveyances  Subject  to  New  Loan.  It is expressly understood and agreed
     -----------------------------------
that  Obligor  taking  title to a Facility pursuant to a Put Notice or Obligor's
Option  shall be required to assume any New Loan not then subject to prepayment,
and  shall  pay  all  costs  and  fees associated with such loan assumption.  In
addition,  it  shall  be  Obligor's  responsibility  to cause all conditions and
requirements  relating to the assumption of the New Loan to be satisfied in full
as  of  Closing.   Obligor shall receive a credit against the purchase price for
the purchased Facilities for the assumed balance and any accrued interest due on
     any  assumed  New  Loan.

     Notices.  All  notices to be given by either party to this Amendment to the
     -------
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  Put  Agreement.

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

     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  Amendment.

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

     12.     Counterparts.  This  Amendment  may be signed in counterparts, each
             ------------
of  which  when  taken  together  shall  constitute  an  original  document.

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


OWNER:     AL  II  HOLDINGS LLC, a Delaware limited liability company for itself
and  as  sole  managing  member  on behalf of each of AL Investors II LLC and AL
Investors  Development  LLC


By     /s/  Norman  L.  Brendan
       ------------------------
     Norman  L.  Brendan
     Managing  Manager

     AL  INVESTORS  DEVELOPMENT  LLC,  a Delaware limited liability company, for
itself  and  as  sole managing member on behalf of each of the Facility Entities
which  owns  a  Development  Facility

By     /s/  Norman  L.  Brendan
       ------------------------
     Norman  L.  Brendan
     Managing  Manager


     AL  INVESTORS  II LLC, a Delaware limited liability company, for itself and
as sole managing member on behalf of each of the Facility Entities which owns an
Operating  Facility  other  than  a  Refinanced Facility (or in cases where such
Facility  Entity  is a limited partnership, as sole managing member on behalf of
the  general  partner  of  such  Facility  Entity)


By     /s/  Norman  L.  Brendan
       ------------------------
     Norman  L.  Brendan
     Managing  Manager


Each  of  the  Facility  Entities  which  owns  a  Refinanced  Facility

By:     /s/  Norman  L.  Brendan
        ------------------------
     Norman  L.  Brendan
     Managing  Manager


OBLIGOR:

     /s/  Daniel  R.  Baty
     ---------------------
     Daniel  R.  Baty,  individually  and  on  behalf  of  his marital community



<PAGE>

The  undersigned  lender  in  connection  with the Junior Loan has executed this
Agreement for the sole purpose of consenting to the foregoing Third Amendment to
Put  and  Purchase  Agreement  (AL  II  Holdings-  14 Operating Facilities and 5
Development  Facilities.

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


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