LEASE ASSIGNMENT AND OPERATIONS TRANSFER AGREEMENT

     THIS  AGREEMENT  is  made  and entered into effective as of the 30th day of
September,  2001  (the  "Execution Date") by and between Emeritus Corporation, a
Washington  corporation  ("Tenant")  and Sierra Hills Assisted Living Community,
LLC,  an Oregon limited liability company ("Assignee") and Jon M. and Kristin P.
Harder,  husband and wife, Darryl E. and Carol L. Fisher, husband and wife, Eric
W.  and  Marti  M.  Jacobson,  husband and wife and Sunwest Management, Inc., an
Oregon  corporation  (collectively,  "Guarantor").

                                    RECITALS

     A.     Pursuant to a Lease Agreement dated as of September _____ [undated],
2000,  a  true  and  correct  copy of which is attached hereto as Exhibit A (the
"Lease"),  Tenant  leases  from  HR  Acquisition  I  Corporation,  a  Maryland
corporation  ("Landlord")  the  assisted  living  facility  located in Cheyenne,
Wyoming  and commonly known as Sierra Hills, 4606 North College Drive, Cheyenne,
Wyoming  82009  (the  "Facility").

     B.     Tenant and Assignee are interested in (i) Tenant assigning the Lease
to  Assignee and Assignee assuming the Lease from Tenant and (ii) confirming the
guarantee  by  Guarantor  of  the  obligations  of  Assignee  under  the  Lease.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  of  the  parties  set  forth  herein, IT IS HEREBY AGREED AS FOLLOWS:

1.     Lease  Assignment  and  Assumption.

     (a)     Provided  all  of  the conditions set forth in clauses (ii), (iii),
(iv),  (v),  (vi),  (x)  and  (xi)  (but only with respect to the payment due on
November  1,  2001)  of  the  Landlord Consent attached hereto as Exhibit A (the
"Landlord Consent") have been satisfied by Tenant or Assignee, as applicable, as
of  November  1,  2001 or such later date on which Assignee may be duly licensed
to operate the Facility by the State of Wyoming(the "Transfer Date") Tenant does
hereby  sell,  transfer,  convey and assign to Assignee and Assignee does hereby
take,  accept  and  assume  from  Tenant  (i)  all  of Tenant's right, title and
interest  in  and  to  and  obligations under the Lease and (ii) all of Tenant's
right,  title  and interest, if any, in and to the trade name "Sierra Hills," it
being  understood  and  agreed,  however,  that  Tenant  is  not  making  any
representations  or warranties with respect to the nature or extent of its legal
rights,  if  any, in and to the name "Sierra Hills."  Assignee agrees to proceed
with  all  due diligence to secure a license to operate the Facility by November
1,  2001  and Tenant agrees, upon request and at no cost to Tenant, to cooperate
in  Assignee's  licensure  application  process,  including, but not limited to,
providing  Assignee with such documentation or information as may be in Tenant's
possession  and  may  be  required to be submitted as part of Assignee's license
application.  In  the  event  Assignee  has  been  unable to secure a license to
operate  the  Facility by December 1, 2001, Tenant shall have the right, but not
the  obligation, to declare this Agreement null and void and of no further force
and  effect.

     (b)     In  furtherance  and  not  in limitation of the foregoing, Assignee
acknowledges  that as of the date hereof Tenant has not posted with Landlord the
Rent Reserve Deposit required by the terms of Section 2.5 of the Lease and that,
unless  Landlord  agrees  to  waive  the  requirement  therefor, the posting and
maintenance  of  the Rent Reserve Deposit shall be and remain the responsibility
of  Assignee.  Assignee further acknowledges and agrees that Landlord has agreed
that  the  requirements with respect to the Rent Reserve Deposit shall be deemed
satisfied  if  Assignee  does  the following: (i) on November 1, 2001 and on the
first day of each month thereafter through April 1, 2002, Assignee shall deliver
to  Landlord  concurrently  with the payment of its monthly Minimum Rent payment
the  sum  of  $5,000,  (ii)  on  May  1, 2002 and on the first day of each month
thereafter  through  October  1,  2002,  Assignee  shall  deliver  to  Landlord
concurrently  with  the  payment  of its monthly Minimum Rent payment the sum of
$10,000  and  (iii)  on  November  1,  2002  and  on the first day of each month
thereafter  through  April  1,  2003,  Assignee  shall  deliver  to  Landlord
concurrently  with  the  payment  of its monthly Minimum Rent payment the sum of
$13,274;  provided,  however,  Assignee  shall  be  relieved  of its obligations
hereunder  with respect to any payments which would otherwise be due to Landlord
pursuant  to this Section 1(b) from and after the date the Facility is purchased
by  Assignee pursuant to the option to purchase set forth in Section 29.2 of the
Lease  (as  amended  by  the terms of the Landlord Consent executed concurrently
herewith).

     (c)     Notwithstanding  the  foregoing,  in  the  event  of  a  default by
Assignee  in  its obligations under the Lease which is not cured within any cure
period provided for therein (an "Assignee Default"), Tenant shall have the right
(i)  to  take  such  action  on  behalf  and  at  the cost of Assignee as may be
necessary  to  cure such Assignee Default, in which case any amounts so expended
by  Tenant  shall  be due from Assignee on demand along with interest thereon at
the Overdue Rate (as defined in the Lease), (ii) to declare this Assignment null
and  void and of no further force and effect as of a date specified by Tenant in
written notice to Assignee (the "Termination Date") and/or (iii) to re-enter the
Facility  and resume operational and financial responsibility therefor, in which
case  upon request Assignee agrees to enter into an interim management agreement
with Tenant pursuant to which Tenant shall be entitled to assume operational and
financial  responsibility  for  the  Facility  and  to  operate  the  same under
Assignee's license from and after the Termination Date and until the issuance to
Tenant  of  a  license  to  operate  the  Facility.

(d)     In  the  event Tenant exercises its rights under this Section 1 after an
Assignee  Default  to  declare  this  Assignment  null  and  void  and to retake
operational  and financial responsibility for the Facility, such operational and
financial  responsibility  shall  be  transferred  by  Assignee  to  Tenant  in
accordance  with  the  provisions  of  this  Agreement governing the transfer of
operational  and  financial  responsibility  for  the  Facility  from  Tenant to
Assignee.

     (e)     Assignee  acknowledges  and  agrees  that  for  so  long  as  this
Assignment remains in effect, Tenant shall have all of the rights granted to the
Landlord  under  the Lease, including, but not limited to, the inspection rights
set  forth  in  Article  25  of  the  Lease,  the right to receive copies of the
officer's  certificates,  financial statements and other information required to
be delivered by Assignee to Landlord under Article 24 of the Lease and the right
to  exercise  any  rights  and remedies on default granted to the Landlord under
Article15  of  the  Lease.

     (f)     For  so  long  as this Assignment remains in effect, Assignee shall
provide  to  Tenant  copies  of any and all notices of default which it receives
from  Landlord  within  two  (2)  business  days  after  its  receipt  thereof.

     2.     Employees.

     (a)     On  the  Transfer Date, Tenant shall terminate all of the employees
of  each  of the Facility and shall pay to them any wages and benefits which are
due  as  of  the  Transfer  Date under applicable State law.  Assignee agrees to
interview  each  of  the  employees  of  the Facility and, as appropriate in its
reasonable  discretion, to extend an offer of employment to those employees that
it  feels can meet its performance standards, which offer shall be on reasonable
comparable  terms  and  conditions  to  the current terms of their employment as
disclosed to Assignee by Tenant. All of the Facility employees hired by Assignee
shall  hereinafter  be  referred  to  as  the  "Retained  Employees."

     (b)     Tenant  shall  offer and provide, as appropriate, group health plan
continuation  coverage  pursuant  to the requirements of Section 601, et seq. of
ERISA  and  Section  4980B  of the Internal Revenue Code ("COBRA") to all of the
employees  of  the  Facility  to  whom  it  is  required to offer the same under
applicable  law.  Tenant  acknowledges  and agrees that Assignee is not assuming
any of Tenant's obligations to its employees under COBRA or otherwise.  Assignee
agrees to cooperate with Tenant in providing information concerning the Retained
Employees,  and the nature of the benefits offered to each Retained Employee. As
of the Transfer Date, all Retained Employees shall be eligible for participation
in a group health plan (as defined for purposes of Internal Revenue Code Section
4980B)  established  and  maintained  by Assignee for the general benefit of its
employees and their dependents; provided, however, if and to the extent Assignee
imposes a waiting period on the Retained Employees with respect to such coverage
Assignee  shall  reimburse  the  employees  for  any  costs  incurred by them in
exercising  their  rights  under  COBRA to continue coverage during such waiting
period  under  Tenant's  health  insurance  plan.

     3.     Resident  Deposits.

      Tenant  represents  and  warrants  to  Assignee  that  it is not currently
holding  any  security  deposits  with respect to the residents of the Facility.

     4.     Accounts  Receivable.

     (a)     Within  ten  (10)  business days prior to the Transfer Date, Tenant
shall  provide  Assignee with a detailed listing of Tenant's accounts receivable
which  are  anticipated  to  be  outstanding  on  the  Transfer  Date.

     (b)     From  and  after  the  Transfer  Date,  Assignee  shall  assume
responsibility  for  the  billing  for  and collection of payments on account of
services  rendered or goods sold by it on and after the Transfer Date and Tenant
shall  retain all right, title and interest in and to and all responsibility for
the  collection  of  its accounts receivable for services rendered or goods sold
prior  to  the  Transfer  Date.

     (c)     Payments  received  by  Assignee  from and after the Transfer  Date
from  private  pay residents and third party payors shall be handled as follows:

(i)     If  such  payments  either  specifically  indicate on the check or on an
accompanying remittance advice, or if the parties agree, that they relate to the
period  prior  to  the  Transfer  Date,  they  shall  be  forwarded to Tenant by
Assignee, along with the applicable remittance advice (if separate from the form
of  payment),  within  five  (5)  business  days  after  receipt  thereof.

(ii)     If such payments indicate on the check or on an accompanying remittance
advice,  or if the parties agree, that they relate to the period on or after the
Transfer  Date  they  shall  be  retained  by  Assignee.

(iii)     If  such  payments  indicate  on  the  check  or  on  the accompanying
remittance  advice,  or  if  the  parties agree, that they relate to periods for
which both parties are entitled to payment/reimbursement under the terms hereof,
the  portion  thereof which relates to the period on and after the date on which
the  Transfer  Date  shall  be  retained  by  Assignee  and the balance shall be
remitted  to  Tenant  within  five  (5)  business  days  after  receipt thereof.

(iv)     If  such  payments  do not indicate on the check or on the accompanying
remittance  advice and if the parties cannot otherwise agree as to the period to
which  they relate, then any such payments received by Assignee during the first
forty five (45) days after the Transfer Date from or on behalf of residents with
outstanding  balances as of the Transfer Date, will first be applied by Assignee
to reduce the resident's pre-Transfer Date balances, with any excess retained by
Assignee  to  reduce  the  resident's  post  Transfer  Date  balances.

     (d)     Tenant  shall  have  the  right during normal business hours and on
reasonable  notice  to  Assignee  to  inspect  Assignee's books and records with
respect  to  the accounts receivable received by it after the Transfer Date from
residents  with  balances  due  as  of  the  Transfer  Date.

     (e)     Nothing  herein  shall  be  deemed  to limit in any way Tenant's or
Assignee's  rights  and  remedies  to  recover accounts receivable due and owing
Tenant  or  Assignee  under  the  terms  of  this  Agreement.

     (f)     In  the  event  the  parties  mutually  determine  that any payment
hereunder  was  misapplied  by the parties, the party which erroneously received
said  payment  shall  remit  the same to the other within ten (10) business days
after  said  determination  is  made.

     5.     Operating  Contracts.

     (a)     Tenant  shall  provide  to  Assignee  within five (5) business days
after  the  Execution  Date,  true  and correct copies of all contracts to which
Tenant  or  the  Facility  is  a  party  in connection with the operation of the
Facility,  including, but not limited to, service contracts and equipment leases
(the "Operating Contracts"). All of the Operating Contracts shall be assigned by
Tenant  to  Assignee  on  the  Transfer  Date  unless Assignee advises Tenant in
writing  within  five  (5)  business  days  after  its  receipt of the Operating
Contracts that it does not want to assume any or all of the Operating Contracts,
which  notice shall specify in reasonable detail those Operating Contracts which
Assignee  does  not  want  to  assume (the "Designated Operating Contracts"), in
which  case  the Designated Operating Contracts shall be terminated by Tenant as
of  the  Transfer  Date.

     (b)     Notwithstanding the foregoing, in the event after the Transfer Date
Tenant  identifies  one  or  more  contracts  that  should have been provided to
Assignee  prior  to  the  Transfer  Date  pursuant  to  this  Section  2(i) (the
"Additional  Operating Contracts"), Tenant shall promptly provide a copy thereof
to Assignee and Assignee shall have a period of five (5) business days after its
receipt  of  the Additional Operating Contracts to review the same and to advise
Tenant  whether  it is prepared to assume the same or whether it wants Tenant to
terminate  such  Additional  Operating Contract, it being understood and agreed,
that  in  the  case of any equipment leases included in the Additional Operating
Contracts,  the termination thereof will involve the removal of the equipment to
which  it  relates  from  the  Facility.

     6.     Prorations.

     (a)     As  between  Assignee  and  Tenant,  revenues and expenses, utility
charges  for  the  billing  period  in  which the Transfer Date occurs, real and
personal  property  taxes,  certain  prepaid expenses and other related items of
revenue or expense attributable to the Facility shall be prorated between Tenant
and  Assignee as of the Transfer Date. In general, such prorations shall be made
so  that  as between Assignee and Tenant, Tenant shall be reimbursed for prepaid
expense  items to the extent that the same are attributable to periods after the
Transfer  Date  and  Tenant shall remain responsible for the payment as and when
due  of  unpaid expenses to the extent that the same are attributable to periods
prior to the Transfer Date. The intent of this provision shall be implemented by
Assignee  remitting  to  Tenant  any  invoices  which describe goods or services
provided  to  the  Facility  before  the  Transfer Date and by Assignee assuming
responsibility  for the payment of any invoices which describe goods or services
provided  to  the  Facility  on  and  after  the  Transfer  Date.

     (b)     All  such  prorations  shall  be  made  on the basis of actual days
elapsed  in  the relevant accounting or revenue period and shall be based on the
most  recent  information  available  to  Tenant.  Utility charges which are not
metered and read on the Transfer Date shall be estimated based on prior charges,
and  shall be re-prorated upon receipt of statements therefor as of the Transfer
Date.

     (c)     All  amounts which are subject to proration under the terms of this
Agreement  and which require adjustment after the Transfer Date shall be settled
within thirty (30) days after the Transfer Date or, in the event the information
necessary  for  such  adjustment  is  not  available within said thirty (30) day
period,  then  within ten (10) business days of receipt of information by either
party  necessary  to  settle  the  amounts  subject  to  proration.

     (d)     Within  five  (5)  business  days after the Transfer Date, Assignee
shall  remit to Tenant a cashiers check in an amount equal to any petty cash (as
compared  to  resident  funds)  maintained  at  the Facility by Tenant as of the
Transfer  Date.

     7.     Access  to  Records.

     (a)     On  the  Transfer Date, Tenant shall deliver to Assignee all of the
records  of  the Facility which are necessary for the continued operation of the
Facility  by Assignee but specifically excluding any confidential or proprietary
materials  developed  by  or for Tenant, including, but not limited to, Tenant's
policy  and  procedure  manuals,  employee handbooks and financial records which
relate  to  its  operations  at  the Facility.   All of the records delivered by
Tenant  to  Assignee  pursuant to this Section 7(a) shall be intact and current.

     (b)     From and after the Transfer Date and for a period of five (5) years
thereafter,  Assignee  shall  retain and maintain in a safe and accessible place
the  books  and  records and supporting material of the Facility relating to the
period  prior  to and including the Transfer Date and shall allow Tenant and its
agents  and  representatives to have reasonable access to (upon reasonable prior
written  notice  and  during  normal business hours), and to make copies of such
books, records and materials to the extent reasonably necessary to enable Tenant
to,  among  other  things, investigate and defend malpractice, employee or other
claims,  to  file  or  defend third party billings and tax returns and to verify
accounts  receivable  collections  due  Tenant.

     (c)     Tenant  shall  be  entitled  to remove the originals of any records
delivered  to  Assignee,  for  purposes  of  litigation  involving a resident or
employee  to  whom  such  record relates, if an officer of or counsel for Tenant
certifies that such original must be produced in order to comply with applicable
law  or  the  order of a court of competent jurisdiction in connection with such
litigation.  Any  record  so  removed  shall  promptly  be  returned to Assignee
following  its use, and nothing herein shall be interpreted to prohibit Assignee
from  retaining  copies  of any such documents. In addition, Assignee shall have
the  right  to  make a copy of such records before allowing Tenant to remove the
originals  from  the  Facility.

     (d)     Assignee  agrees to maintain such books, records and other material
comprising  records of the Facility's operations prior to the Transfer Date that
have  been  received  by  Assignee  from Tenant or otherwise, including, but not
limited  to,  resident  records  and  records  of  resident funds, to the extent
required  by  law,  but  in  no  event  less than three (3) years, and shall, at
Tenant's  request,  allow  Tenant  a  reasonable  opportunity  to  remove  such
documents,  at Tenant's expense, at such time after such record retention period
as may be required by law as Assignee shall decide to dispose of such documents.

     8.     Vehicle.

     Tenant  and  Assignee  acknowledge  and  agree  that  the vehicle listed on
Exhibit  B  is located at the Facility and shall be handled on the Transfer Date
in  the  manner  described  in  Exhibit  B.

     9.     Computer  Systems  and  Telecommunications  Equipment.

     (a)     Assignee  shall have the right, but not the obligation, to purchase
from  Tenant  any  or  all  of  the  computer hardware and transferable software
located  at  and  used  in  connection  with  the  operation  of the Facility by
providing  Tenant  with written notice of its intent to do so within thirty (30)
days  after  the  Transfer  Date setting forth in reasonable detail the computer
hardware  and  software  which  Assignee  has elected to purchase (the "Purchase
Notice"). In the event Assignee does not provide Tenant with the Purchase Notice
within  such  thirty  (30) day period then Tenant shall have the right to remove
all  such  computer  hardware  and  software  from  the  Facility.  In the event
Assignee  does  provide the Purchase Notice within such  thirty (30) day period,
then  within  five  (5)  business  days  after  Tenant's receipt of the Purchase
Notice,  Tenant  shall  provide  Assignee in writing with written notice setting
forth the purchase price for the hardware and software described in the Purchase
Notice  (the "Purchase Price Notice").  Assignee shall have the right to rescind
the  Purchase  Notice  within  five  (5)  business days after its receipt of the
Purchase  Price  Notice.  In  the  event  Assignee does not rescind the Purchase
Notice  within  such  five  (5) business day period, then Assignee shall  have a
period  of  five  (5) business days thereafter in which to deliver to Tenant its
check  in  the  amount  set  forth in the Purchase Price Notice and upon receipt
thereof  Tenant  shall  remit  to  Assignee a bill of sale in form and substance
acceptable  to  parties  conveying  to Assignee all of Tenant's right, title and
interest  in and to the computer hardware and software so purchased by Assignee.

     (b)     Assignee  acknowledges  and  agrees  that  as  of the Transfer Date
Tenant  will  terminate  all rights of access to Tenant's corporate email system
and  website  from the computers at the Facility and, as such, the Facility will
no  longer  have  access  to  any  policies  or  procedures which may be used in
connection  with  the operation of the Facility and maintained on such corporate
email  system  or  website.

     (c)     Assignee  acknowledges  and agrees that it will have no right under
Section  9(a)  to  acquire  from Tenant any software used in connection with the
operation  of  the  Facility  which is licensed under a non-transferable license
agreement.  However,  upon  written  request  provided  concurrently  with  the
Purchase Notice. Tenant will allow Assignee to continue to use such software for
a  period  of  thirty  (30)  days  after  the  Transfer  Date.

     (d)     Within  ten  (10)  business days prior to the Transfer Date, Tenant
shall  provide  Assignee with a detailed listing of all of the computer hardware
and  software  which  may  be purchased by Assignee pursuant to Section 9(a) and
with  all  non-transferable  software  which  is  subject  to  Section  9(c).

     (e)     Tenant  represents  and  warrants  that  it  owns  the phone system
currently  located at the Facility and that title thereto will be transferred to
Assignee  on  the Transfer Date.  Tenant agrees to execute a Bill of Sale on the
Transfer  Date  confirming the conveyance to Assignee of all of its right, title
and  interest  in  and  to  the  phone  system  located  at  the  Facility.

     10.     Indemnity.

     (a)     Assignee  agrees to indemnify, defend and hold harmless Tenant from
and  against  any  and all costs, liabilities and expenses, including reasonable
attorneys  fees,  which  it may incur as a result of (i) a breach by Assignee of
its obligations under this Agreement, (ii) the acts or omissions of the Assignee
under  the  Operating  Contracts (other than the Designated Operating Contracts)
from  and  after  the Transfer Date and under the Additional Operating Contracts
from  and  after  their  assumption  by Assignee, if applicable and/or (iii) the
operation  of  the Facility from and after the Transfer Date; provided, however,
that  nothing herein shall be construed as imposing any liability on Assignee to
indemnify,  defend  or hold harmless Tenant with respect to Tenant's own acts or
omissions  from and after the Transfer Date. On the Transfer Date Assignee shall
provide  Tenant  with  a  certificate which evidences the existence of insurance
with  respect  to the negligent acts or omissions of Assignee from and after the
Transfer  Date  in  connection  with  its  operation of the Facility meeting the
requirements  set  forth  in  the  Lease and which names Tenant as an additional
insured/loss  payee  thereunder.  Assignee shall cause such coverage in favor of
Tenant  to  remain  in  effect until the first anniversary of the Transfer Date.

     (b)     Tenant  agrees to indemnify, defend and hold harmless Assignee from
and  against  any  and all costs, liabilities and expenses, including reasonable
attorneys  fees, which it may incur as a result of (i) a breach by Tenant of its
obligations under this Agreement, (ii) the acts or omissions of the Tenant under
the  Operating  Contracts  prior  to  the Transfer Date and under the Designated
Operating  Contracts  and any Additional Operating Contracts which Assignee does
not  elect  to assume both prior to and after the Transfer Date and/or (iii) the
operation  of  the  Facility prior to the Transfer Date; provided, however, that
nothing  herein  shall  be  construed  as  imposing  any  liability on Tenant to
indemnify,  defend or hold harmless Assignee with respect to Assignee's own acts
or  omissions  whether  prior  to  or  from  and after the Transfer Date. On the
Transfer  Date  Tenant shall provide Assignee with a certificate which evidences
the  existence  of  insurance with respect to the negligent acts or omissions of
Tenant  prior  to  the  Transfer  Date  in  connection with its operation of the
Facility.  Tenant  shall cause such coverage to remain in effect until the first
anniversary  of  the  Transfer  Date.

11.     Inventory.

     Tenant  shall  transfer  and  convey  to Assignee on the Transfer Date, all
consumable  inventories  of  every  kind  and  nature  whatsoever  (specifically
including,  but  not limited to, all pharmacy supplies, medical supplies, office
supplies, other supplies and foodstuffs) owned by Tenant as of the Transfer Date
and  located at the Facility (the "Inventory").  Tenant shall have no obligation
to  deliver  the  Inventory  to  any  location other than the Facility, it being
understood  and agreed that the presence of the Inventory at the Facility on the
Transfer Date shall constitute delivery thereof. Assignee shall pay any sales or
use tax which may be payable with respect to the transfer and conveyance  of the
Inventory to Assignee. Tenant shall execute a Bill of Sale in form and substance
acceptable  to  Tenant  and  Assignee  which  confirms  the  conveyance  of  the
Inventory.

     12.     Further  Assurances.

     Notwithstanding anything to the contrary contained herein, Landlord, Tenant
and  Assignee  agree  to  execute  and/or  file  any  and  all  other documents,
agreements  or  other  instruments as may be necessary or appropriate to confirm
the  agreements reached by, and the obligations imposed on, Landlord, Tenant and
Assignee  hereunder.
13.     Counterparts.

     This  Agreement  may  be  executed  in counterparts, each of which shall be
deemed  to  be an original, but all of which taken together shall constitute but
one  and  the  same  instrument.

     14.     Entirety.

     This  Agreement  represents  the  entire and final agreement of the parties
hereto  with  respect  to  the  subject  matter  hereof and supersedes all prior
discussions, negotiations and writings with respect thereto.  This Agreement may
only  be  amended  by  written  instrument  signed  by  the  parties  hereto.

     15.     Construction.

     Each  of  the  parties  has participated in the drafting and negotiation of
this  Agreement.  Accordingly,  in the event of a dispute among the parties with
respect  to  the interpretation or enforcement of the terms hereof, no provision
shall  be  construed so as to favor or disfavor any party hereto. In calculating
time  periods  under  this  Agreement,  whether  or  not  specified,  any period
involving  less than thirty days shall be calculated using business days and any
period  involving  thirty  days or more shall be calculated using calendar days.

     16.     Attorneys  Fees.

     In  the  event  of  a  dispute among the parties hereto with respect to the
interpretation or enforcement of the terms hereof, the prevailing party shall be
entitled  to  collect  from  the  other its reasonable attorneys fees and costs,
including  its  costs  and  fees  on  appeal.

     17.     Captions.

     The  captions  are  included in this Agreement for convenience of reference
only  and  shall not be construed so as to define, limit or modify in any manner
any  of  the  terms  hereof.

     18.     Governing  Law.

     This  Agreement  shall  be governed by and construed in accordance with the
internal  laws  of  the  State  of  Wyoming.

     19.     Notices.

     All  notices  to  be  given  by either party to this Agreement to the other
party  hereto  shall  be  in  writing,  and  shall  be  (a) given in person, (b)
deposited  in  the United States mail, certified or registered, postage prepaid,
return  receipt  requested, or (c) sent by national overnight courier service or
by  facsimile  transmission  with  confirmed receipt, each addressed as follows:

     To  Tenant:          Emeritus  Corporation
                    3131  Elliott  Avenue
                    Suite  500
                    Seattle,  WA  98101
                    Attn:  William  Shorten
                    Phone:  206-298-2909
                    Fax:     206-301-4500

     with  copy  to:          The  Nathanson  Group  PLLC
                    1411  Fourth  Avenue
                    Suite  905
                    Seattle,  WA  98121
                    Attn:  Randi  S.  Nathanson
                    Phone:  206-623-6239
                    Fax:     206-623-1738

     To  Assignee:          Sierra  Hills  Assisted  Living  Community,  LLC
                    c/o  Sunwest  Management,  Inc.
                    2735  12th  Street  SE
                    Salem,  Oregon  97302
                    Attn:  Jon  M.  Harder
                    Phone:  503-375-0916
                    Fax:     503-375-0589

     with  copy  to:          Sierra  Hills  Assisted  Living  Community,  LLC
                    c/o  Sunwest  Management,  Inc.
                    2735  12th  Street  SE
                    Salem,  Oregon  97302
                    Attn:  J.  Wallace  Gutzler
                    Phone:  503-375-0916
                    Fax:     503-585-7684

     Any  such  notice  shall be deemed delivered when actually received or when
delivery  is  first refused regardless of the method of delivery used. Any party
to  whom notices are to be sent pursuant to this Agreement may from time to time
change its address for further communications thereunder by giving notice in the
manner  prescribed  herein  to  all  other parties hereto. Although either party
shall  have  the  right  to  change its address for notice purposes from time to
time,  any notice delivered pursuant to this Section 19 to the address set forth
in  this  Section  19  or to such other address as may be hereafter specified in
writing  in  accordance  with  this Section 19 shall be effective even if actual
delivery  cannot be made as a result of a change in the address of the recipient
of  such  notice  and  the  party  delivering the notice has not received actual
written  notice  in  accordance  with  the  provisions of this Section 19 of the
current  address  to  which  notices  are  to  be  sent.

     20.  Payment  of  Expenses.

     Each  party  hereto shall bear its own legal, accounting and other expenses
incurred  in  connection  with the preparation and negotiation of this Agreement
and  the consummation of the transaction contemplated hereby, whether or not the
transaction  is  consummated.  In  the  event  of  a dispute between the parties
hereto  with  respect  to the interpretation or enforcement of the terms hereof,
the  prevailing party shall be entitled to collect from the other its reasonable
costs  and  attorneys'  fees  including  its  costs  and  fees  on  appeal.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


<PAGE>
     IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the day
and year first set forth above.

EMERITUS  CORPORATION


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

SIERRA  HILLS  ASSISTED  LIVING  COMMUNITY,  LLC

                              By:     /s/  Jon  M.  Harder
                                   ----------------------------------
                              Its:     Manager
                                   ----------------------------------


<PAGE>
                             UNCONDITIONAL GUARANTY

     By their signatures set forth below, each of Jon M. and Kristin P. Harder,
husband and wife, Darryl E. and Carol L. Fisher, husband and wife, Eric W. and
Marti M. Jacobson, husband and wife, and Sunwest Management, Inc., an Oregon
corporation (collectively, "Guarantor") does hereby unconditionally guarantee on
a joint and several basis the payment and performance by Sierra Hills Assisted
Living Community, LLC ("Assignee") of its obligations under the Lease Assignment
and Operations Transfer Agreement dated as of September 30, 2001, as the same
may be amended from time to time (the "Agreement") between Emeritus Corporation
("Emeritus") and Assignee with respect to the assisted living facility commonly
known as Sierra Hills, 4606 North College Drive, Cheyenne, Wyoming 82009 (the
"Facility").

     Guarantor does hereby acknowledge and agree that this is a guarantee of
payment and performance and not merely of performance and that Emeritus shall
have the right to seek recourse against any or all of the persons or the entity
comprising Guarantor whether or not it has first sought to enforce the
obligations of Assignee under the Agreement or has exhausted any security that
Emeritus holds from Assignee.

     Guarantor does hereby knowingly and voluntarily waive any and all defenses
which may be available to the enforcement of this Guaranty, including any
defense based on changes in the condition of Assignee, the statute of
limitations or any future amendments or modifications to the Agreement, it being
understood and agreed that Emeritus and Assignee shall be entitled to modify or
amend the Agreement without securing the prior written consent of Guarantor and
that the persons and entity comprising Guarantor shall be required to keep
themselves/itself informed with respect to the financial condition of Assignee.

     Guarantor further waives all notices, presentments, demands for
performance, notices of nonperformance, notices of nonpayment, protests, notices
of protest, notices of dishonor, and notices of acceptance of this Guaranty, and
waive all notices of the existence, creation, or, incurring of new or additional
obligations.

     Any indebtedness of Assignee now or hereafter held by any person or entity
comprising Guarantor is hereby waived and subordinated to all indebtedness of
Assignee to Emeritus; and such indebtedness of Assignee to Guarantor if Emeritus
so requests shall be collected, enforced and received by Guarantor as trustee
for Emeritus and shall be paid over to Emeritus on account of the indebtedness
of Assignee to Emeritus but without reducing or affecting in any manner the
liability of Guarantor under the provisions of this Guaranty.

     Each person or entity comprising Guarantor does hereby represent and
warrant that this Guaranty, when executed and delivered by such person or
entity, will constitute the legal, valid and binding obligation of such person
or entity , enforceable against  such person or entity in accordance with its
terms and that no consent of any party is required for the valid execution and
delivery of this Guaranty.   Guarantor does further represent and warrant that
each of the persons comprising Guarantor is a resident of the State of Oregon
and that Sunwest Management, Inc.  is an Oregon corporation duly organized and
validly existing and in good standing under the laws of the State of Oregon.
Each person or entity comprising Guarantor does further represent and warrant
that it has no liabilities, whether contingent or otherwise, other than as
reflected in the financial statements and  written contingent liability
disclosure statement, if applicable, provided to Emeritus prior to the execution
of this Guaranty.

     For so long as this Guaranty remains in effect, each person or entity
comprising upon request Guarantor shall deliver to Emeritus updated annual
financial statements.

     This Guaranty constitutes the entire agreement between Guarantor and
Emeritus with respect to the subject matter hereof.  No provision of this
Guaranty or right of Emeritus hereunder may be either modified or waived in
whole or in part, nor can Guarantor be released from Guarantor's obligations
hereunder, except by a writing duly executed by Emeritus and Guarantor.

Dated:     September 30, 2001

GUARANTOR:               SUNWEST MANAGEMENT, INC.



                         By:     /s/ Jon M. Harder
                              ------------------------------
                         Its:     President
                              ------------------------------


                         /s/ Jon M. Harder
                         ------------------------------------
                         JON M. HARDER


                         /s/ Kristin P. Harder
                         ------------------------------------
                         KRISTIN P. HARDER


                         /s/ Darryl E. Fisher
                         ------------------------------------
                         DARRYL E. FISHER


                         /s/ Carol L. Fisher
                         ------------------------------------
                         CAROL L. FISHER


                         /s/ Eric W. Jacobson
                         ------------------------------------
                         ERIC W. JACOBSON


                         /s/ Marti M. Jacobson
                         ------------------------------------
                         MARTI M. JACOBSON



<PAGE>
                                LANDLORD CONSENT
                                   (ATTACHED)


<PAGE>
                                    EXHIBIT A
                                    THE LEASE
                                   (ATTACHED)



<PAGE>
                                    EXHIBIT B
                                   THE VEHICLE

Assignee shall have the option to purchase the vehicle from Tenant for a
purchase price equal to $15,000.  The purchase price for the vehicle shall be
paid (i) in cash and (ii) by either the assumption of the existing vehicle
financing or, if the same is not assumable, by Assignee taking title subject to
the existing vehicle financing and delivering to Emeritus its promissory note in
the face amount equal to the then outstanding principal balance of the existing
vehicle financing and otherwise on the same terms and conditions as the existing
vehicle financing. Assignee shall exercise such purchase option by delivering
written notice thereof to Tenant within thirty (30) days after the Transfer
Date.  If Assignee fails to deliver such notice within such thirty (30) day
period, then Assignee shall be deemed to have waived its right to purchase the
vehicle and Tenant shall have the right to remove the same from the Facility
within a reasonable time thereafter.  If Assignee delivers such notice within
such thirty (30) day period, then Tenant shall convey title to the vehicle to
Assignee by execution and delivery of a Bill of Sale in form and substance
reasonably acceptable to Emeritus and Assignee concurrently with the delivery to
Tenant of the purchase price for the vehicle.