AMENDMENT TO PROMISSORY NOTE

     This Amendment to Promissory Note ("Amendment") is made and entered into as
of  the  29th  day  of  January,  2003  (the  "Execution Date") by and among M&M
Properties,  a  Washington  general  partnership,  Hearthside  Group,  Inc.,  a
Washington  corporation  (collectively  "Holder")  and  Emeritus  Corporation, a
Washington  corporation  ("Emeritus")  and  Emeritus  Properties  XIII,  LLC,  a
Washington  limited  liability  company ("Emeritus Properties" and together with
Emeritus,  "Maker").

                                    RECITALS

A.     Maker  executed  its  Promissory Note dated February 15, 2000 in favor of
Holder  in the original principal amount of $1,000,000 (the "Note").  A true and
correct  copy  of  the  Note  is  attached  hereto  as  Exhibit  A.

B.     As of the Execution Date the outstanding principal balance of the Note is
$917,439.75.

C.     The  obligations  of Maker under the Note are secured by (i) a Pledge and
Security  Agreement  dated as of February 15, 2000 executed by Emeritus in favor
of Holder, (ii) a guaranty dated as of February 15, 2000 executed by Emeritus in
favor  of  Holder and (iii) a UCC-1 financing statement executed by Emeritus, as
debtor,  in  favor  of  Holder,  as  secured  party  (the "Security Documents").

D.     Maker  and  Holder  have  agreed  to  amend  the  Note as provided below.

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.     In  consideration  for  the  amendments  to the Note provided for in this
Amendment,  on  or  prior to February 3, 2003, Maker shall (a) pay to Holder the
sum  of  Two  Hundred  Thousand  and  no/100  Dollars  ($200,000) as a principal
prepayment,  thereby  reducing  the outstanding principal balance of the Note to
$717,439.75,  (b) pay the Holder all accrued and unpaid interest on the Note, if
any,  due  as of the Execution Date, and (c) reimburse Holder for its reasonable
legal fees and expenses incurred in the review of this Amendment and transaction
provided  for  herein  in  the  amount  of  $5,500.

2.     From  and after the Execution Date, the Note shall be amended as follows:

a.     The Note Rate (as defined in Section 1 of the Note) shall be twelve (12%)
per  annum.

b.     The  monthly  payments  provided  for  in  Section 2 of the Note shall be
increased  from Ten Thousand and no/100 dollars ($12,500), each of which payment
shall  be  applied  first  to the payment of interest accrued under the Note and
then  to  the  reduction  of  the  principal  balance  of  the  Note.

c.     For  purposes  of  defining the Maturity Date (as defined in Section 3 of
the  Note)  the  reference  in  clause (ii) to March1, 2003 shall be deleted and
March  1,  2006  shall  be  inserted  in  lieu  thereof.

3.     The  following  paragraphs  are  added  to  Section 10 of the Note as the
following  subsections:

h)     This  Amendment  and the Note represent the entire and final agreement of
the  parties  with  respect to the subject matter hereof and supersede all prior
negotiations,  discussions or writings with respect thereto.  This Amendment and
the  Note may not be amended or modified nor may any provision thereof be waived
except  by written instrument signed by the parties hereto or the party granting
the  waiver,  as  applicable.
i)     This  Amendment  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.
j)     Each  of  Maker and Holder acknowledge and agree that it has participated
in the drafting and negotiation of this Amendment.  Accordingly, in the event of
dispute  with  respect to the interpretation or enforcement of this Amendment no
provision  shall  be  construed  so  as  to  favor or disfavor any party hereto.

4.     The  Note, as amended by the Amendment, remains in full force and effect.

5.     By  its  signature  set forth below, Emeritus hereby ratifies and affirms
its  obligations  under  the  Security  Documents.



     IN WITNESS WHEREOF, the parties hereby execute this Amendment as of the day
and  year  first  set  forth  above.

"HOLDER"

M&M  PROPERTIES

By:  /s/  David  B.  McClinton
     -------------------------
Name:   David  B.  McClinton
Its:    Managing  Partner


HEARTHSTONE  GROUP,  INC.

By:  /s/  David  B.  McClinton
     -------------------------
Name:   David  B.  McClinton
Its:    Partner



"MAKER"

EMERITUS  CORPORATION

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

EMERITUS  PROPERTIES  XIII,  LLC

By:     Emeritus  Corporation
Its:     Sole  Member

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