FIRST AMENDMENT TO MANAGEMENT AGREEMENT
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                             WITH OPTION TO PURCHASE
                             -----------------------
                        (AL I - Emeritrust 25 Facilities)

     This  First Amendment to Management Agreement with Option to Purchase (this
"Amendment") is made this 22 day of March, 2001 by and among Emeritus Management
LLC,  a  Washington  limited liability company ("Emeritus Management"), Emeritus
Management  I  LP,  a  Washington limited partnership ("Texas Manager;" together
with Emeritus Management referred to herein as "Manager"), Emeritus Corporation,
a  Washington  Corporation  ("Emeritus),  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  Management  Agreement  (as hereinafter defined).


                                    Recitals
                                    --------

     A.     Emeritus  Management,  Texas Manager, Emeritus, AL Investors, ESC I,
L.P., a Washington limited partnership ("ESC"), and Emeritus Properties I, Inc.,
a  Washington corporation ("EPI") entered into that certain Management Agreement
with  Option  to  Purchase  (Emeritrust 25) dated December 30, 1998, pursuant to
which,  among  other  things,  AL  Investors  and  the Facility Entities engaged
Manager  to  manage  certain  Facilities  described  therein  (the  "Management
Agreement").  Pursuant  to  the  terms  of the Management Agreement, ESC and EPI
have  ceased  to  be  Managers  under  the  Management  Agreement.

     B.     The  parties  have agreed that it would be beneficial to restructure
the Senior Loan (as defined in the Management Agreement) by, among other things,
dividing  the  Senior 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 Senior Loan,
all  as  more  particularly  set  forth  in  the  amendments  to the Senior Loan
(collectively,  "the  Senior  Loan  Restructure").

     C.     As  part of the Senior Loan Restructure and pursuant to Section 5 of
the  Promissory  Note  (Tranche  C)  executed in connection with the Senior Loan
Restructure on or about the date hereof (the "Tranche C Note"), AL Investors has
agreed  to  make  certain  principal payments to reduce the principal balance of
Tranche C of the Senior Loan (the "Additional Principal Payments").  Pursuant to
an  amendment  to  the  operating  agreement of AL Investors, Daniel R. Baty has
agreed  to  contribute  the  Additional  Principal  Payments  to AL Investors in
accordance  with  the  terms  and  conditions  contained  therein.

     D.     In  connection  with  the  Senior  Loan Restructure and to take into
account  the  Additional Principal Payments, the parties now desire to amend the
Management  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:

     Defined Terms.  All terms capitalized herein but not defined shall have the
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     meanings  given  them  in  the  Management  Agreement.

     Accrued  Management  Fees.  From  the date hereof until January 1, 2002 (at
     -------------------------
which  time  paragraph 5 of this Agreement becomes effective), the last sentence
of  Section  7.2  is  hereby  deleted  and  replaced  in  its  entirety with the
following:

Notwithstanding  anything  to  the  contrary contained herein, any obligation of
Owners  to  pay  any Accrued Management Fee shall terminate automatically at the
expiration  of  the  Initial Term, and all Accrued Management Fees accrued as of
that  date  shall  be  terminated  and  written  off.  In any event, any Accrued
Management  Fee  shall  be  paid  solely out of Operating Profit and neither the
Facility  Entities  nor AL Investors shall have any liability to pay the Accrued
Management  Fee during the Initial Term or upon expiration or sooner termination
of  this  Agreement  from  any  other funds or by any Owner Deficit Contribution
pursuant  to  Section  8.3.

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

          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 this 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
                  --------------------
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 and shall be
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
Management Agreement such that as to Tranche A of the Senior Loan (as defined in
the Senior Loan Amendment), Manager will pay as part of Fixed Operating Expenses
only  the pay rate as set forth in Section 4 of the Amendment to Promissory Note
(Tranches A & B) executed in connection with the Senior Loan Amendment and dated
on  or about the date of this First Amendment, until such time as the difference
between  the  pay  rate and the accrual rate (the "Deferred Interest") comes due
and  payable,  at  which time Manager will pay such Deferred Interest as part of
Fixed Operating Expenses whether or not the First Extension Period is exercised.
Notwithstanding the foregoing, Manager shall have the right to credit the amount
of  Deferred  Interest  it is required to pay hereunder by the amount (including
any  earned  interest) then-contained in that certain escrow account established
pursuant  to  the  Escrow and Security Agreement by and between AL Investors and
GMAC,  dated  on  or about the date hereof, and AL Investors agrees that it will
use  the  amount contained therein to pay all or a portion of the balance of the
Deferred  Interest  due.

     For  purposes  of  clarification,  the parties agree that the net effect of
this  paragraph  3.3 will be to calculate Operating Profit and Operating Deficit
utilizing the definition of the Deemed Senior Loan, such that the calculation is
based  on  interest  expense  accruing on the Deemed Senior Loan rather than the
actual  Senior  Loan  loan  balance.

     Extension  of  Management  Agreement  and  Option  Term
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          4.1  Extension  of  Management Agreement.  Section 2.3 is hereby added
               -----------------------------------
to  the  Management  Agreement  as  follows:

          2.3     ADDITIONAL  EXTENSION  TERM.  Under the Senior Loan Amendment,
AL Investors is eligible for (i) a 9 month loan extension in accordance with the
terms  and  conditions  contained  in  Section 2.4 thereof (the "First Extension
Period"), to be exercised no later than December 15, 2001 and (ii) at the end of
the  First  Extension  Period,  one  additional  9  month loan extension also in
accordance  with  the terms and conditions contained in Section 2.5 thereof (the
"Second  Extension  Period"),  to be exercised no later than September 15, 2002.
If  AL Investors is entitled to exercise its extension rights under the terms of
the  Senior  Loan  Amendment , it hereby agrees that it will do so provided that
Manager  has  elected  to  extend  the  term of the Management Agreement and has
elected  not  to  exercise  the  Purchase  Option.

     If  AL Investors is entitled to exercise its extension rights for the First
Extension  Period,  Manager  shall  have  the  option  to extend the term of the
Management  Agreement to make it co-terminous with the First Extension Period by
giving  written  notice  thereof  to AL Investors on or before December 1, 2001,
whereupon  all  of  the  terms  and  provisions  of the Management Agreement (as
modified  by  this  Amendment)  shall  continue  to be applicable throughout the
extended  term,  including, without limitation, the obligation to fund Operating
Deficits  and  the  right  to  exercise  the Purchase Option.  If the Management
Agreement  is  extended  through  the First Extension Period and AL Investors is
entitled  to  exercise  its  extension  rights  for the Second Extension Period,
Manager  shall  have  the  option  to extend the Management Agreement to make it
co-terminous  with  the Second Extension Period by giving written notice thereof
to  AL  Investors on or before September 1, 2002, whereupon all of the terms and
provisions  of  the  Management  Agreement (as modified by this Amendment) shall
continue  to  be  applicable  throughout  the  extended term, including, without
limitation,  the obligation to fund Operating Deficits and the right to exercise
the  Purchase  Option.   If Manager elects to extend the Management Agreement in
accordance  with  the  provisions set forth above, and during any extension term
the Management Agreement is terminated for any reason (other than the failure to
qualify  for  extension  rights  under  the  Senior  Loan Amendment), at Owner's
election  in  its sole discretion Manager may be required to continue to provide
management  services  for  the Facilities for up to 90 days (until terminated by
Owner  upon  not  less than 30 days prior written notice) and the management fee
payable during such period shall be 3% of Total Revenues from each Facility then
managed.

     If  (i)  AL  Investors  is not eligible to exercise either of its extension
rights  under  the Senior Loan Amendment (whether determined before or after the
end  of  the  then  current  term), or (ii) Manager does not elect to extend the
Management  Agreement  pursuant  to  the  terms  of  this  section 2.3, then the
Management Agreement shall automatically terminate upon the maturity date of the
Senior Loan, but Owner shall be deemed to have notified Manager of its intent to
extend beyond such maturity date pursuant and subject to the terms of to section
2.2  of  the Management Agreement as modified herein.   During the first 90 days
of  such  extension  Owner shall notify Manager of the duration of the extension
and the Facilities to which such extension is applicable, which extension may be
up to 12 months from the date of termination, subject to any earlier termination
rights  contained  in the Management Agreement or this Amendment.  The extension
exercised pursuant to section 2.2 of the Management Agreement in accordance with
this  paragraph  shall  not  be  subject  to the 90 day prior notice requirement
contained  in  section  2.2  of  the  Management  Agreement  but  shall be for a
Management  Fee  of 5% of gross revenues as set forth in Section 2.2 and Manager
shall  not  be  obligated  to  fund  Operating  Deficits  during  such  period.

          4.2     Extension  of  Purchase Option.  The first sentence of Section
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13.2  of the Management Agreement is hereby deleted and replaced in its entirety
with  the  following:

The  Purchase  Option shall permit Emeritus to purchase the Meditrust Facilities
(a)  at  any time during the Initial Term but not later than the last day of the
Initial  Term  (which shall be December 31, 2001 unless the Management Agreement
is  sooner  terminated  by  Owner),  (b) if the Management Agreement is extended
pursuant  to  the  First  Extension  Period, at any time prior to the end of the
First Extension Period, and (c) if the Management Agreement is extended pursuant
to  the  Second  Extension  Period,  at  any time prior to the end of the Second
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")  (i)  with  respect to an exercise under
subsection  (a)  above,  on or before December 12, 2001, (ii) with respect to an
exercise  under  subsection (b) above, on or before September 12, 2002, or (iii)
with  respect  to  an  exercise  under subsection (c) above, on or before May 1,
2003.

     4.3     Place  and  Time  of  Closing.  Section  13.6 is hereby deleted and
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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 Meditrust 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.

     Management  Fee.  Effective  as  of  January  1,  2002,  Section  7  of the
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Management  Agreement  shall  be  deleted  and replaced in its entirety with the
     ---
following:

          7.1     BASE  MANAGEMENT FEE.  Manager shall be entitled to pay itself
from  the Agency Account on the 4th day of each month (i) a management fee of 3%
of  the  Total  Revenues  from  all  Facilities in the aggregate subject to this
Agreement  ("Base  Management  Fee"),  together  with  (ii)  any  Accrued  Base
Management Fee (as hereinafter defined), which amount shall be paid on a monthly
basis  from Operating Profit earned by the Facilities during the previous month.
If  there  is  insufficient  Operating  Profit  during any month to pay the Base
Management  Fee,  the  unpaid portion shall accrue (the "Accrued Base Management
Fee"), shall be added to any accrued amounts for prior months commencing January
1,  2002,  and  shall  be  payable  as  set  forth  above.

          7.2     ADDITIONAL  MANAGEMENT FEE.  Any Operating Profit in excess of
the  Base  Management Fee and any Accrued Base Management Fee at the end of each
month  shall be paid 50% to Manager and 50% to Owners until Manager has received
(i)  an additional management fee of 4% of Total Revenues from all Facilities in
the  aggregate  subject to this Agreement (the "Additional Management Fee") plus
(ii)  any  Accrued Additional Management Fee (as hereinafter defined).  If there
is  insufficient  Operating  Profit after payment of the Base Management Fee and
Accrued  Base  Management  Fee during any month to pay the Additional Management
Fee,  the  unpaid  portion  shall accrue and be added to any accrued amounts for
prior  months  commencing  January  1,  2002 (the "Accrued Additional Management
Fee").  The Base Management Fee, any Accrued Base Management Fee, the Additional
Management  Fee and any Accrued Additional Management Fee are sometimes referred
to  herein  as  the  "Management  Fee".

          7.3     TERMINATION.  Any  Accrued  Base  Management  Fee  and Accrued
Additional  Management  Fee shall be paid solely out of Operating Profit and not
from  any other funds or by any Owner's Deficit Contribution pursuant to Section
8.3.  Upon (i) the expiration of the Second Additional Extension Period; or (ii)
the expiration of the First Additional Extension Period if the Second Additional
Extension  Period  is not available for exercise; or (iii) the sooner expiration
or  termination  of  the  Management  Agreement  for  any reason whatsoever, all
Accrued  Additional  Management Fees not then paid shall be written off in their
entirety  and  Manager  shall  not  be  entitled to receive any such written-off
amounts  from  future revenues of the Facilities or any other source whatsoever.
Notwithstanding the foregoing, Owner shall continue to be liable for all Accrued
Base  Management  Fees  remaining  unpaid  after  the date of such expiration or
termination.

     Payment of Expenses and Management Fee.  From and after January 1, 2002, in
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     part  to  reflect  the  revised  Management  Fee  agreement as set forth in
paragraph  5 above, Section 8.2 of the Management Agreement shall be deleted and
replaced  in  its  entirety  with  the  following:

          8.2     EXPENDITURES.  In  accordance  with the Annual Plan, except as
otherwise  approved  by  owners, Managers as agent for the Facility Entities are
hereby  authorized and directed to pay from the Agency Account for each Facility
in  the  following  order  of  priority  such  amounts  and at such times as are
required  to  pay  the  following  expenditures:

               (a)     The  Operating  Expenses;

               (b)     The  Fixed  Operating  Expenses  (as amended by the First
Amendment  to  Management Agreement), except for such items as Owner has elected
to  pay directly;  provided, however, that actual debt service on account of the
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Senior  Loan shall be paid to the holder of the Senior Loan, and interest on the
Additional  Principal  Payments  and  any AL II Additional Collateral Properties
paydown (i.e. the difference between the Senior Loan and the Deemed Senior Loan)
shall  be  paid  monthly  to AL Investors at the rate set forth in the Tranche C
Note  (i.e.  Libor  plus  4.50%).

               (c)     The  cost  of  Capital  Improvements  approved  by Owner;

               (d)     The  Base  Management Fee and any Accrued Base Management
Fee  to  the  extent  not  written  off  in  accordance  with Section 7.3 above;

               (e)     Any  remaining  Operating  Profit  shall  be  paid 50% to
Manager  and  50% to Owners until Manager has received the Additional Management
Fee  plus  any  Accrued Additional Management Fee for prior months to the extent
not  written  off  in  accordance  with  Section  7.3  above.

               (f)     Any  remaining  Cash  Available for Distribution shall be
paid  to  Owner.

     Any  amounts  due  Owner shall be paid over to Owners as directed by Owners
within  twenty (20) days after the end of each calendar month during the term of
this Agreement.  Funds in the Agency Account shall not be utilized for any other
purpose.

     Termination Rights.  Effective from and after January 1, 2001, new Sections
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     9.8,  9.9 and 9.10 will be and are hereby added to the Management Agreement
as  follows:

     9.8     TERMINATION  FOR FAILURE TO ACHIEVE FINANCIAL PERFORMANCE.  Subject
to  Section 9.9 below, Owner may terminate this Agreement in its entirety at any
time  by  written  notice  to  Manager  in  the  event  that:

          (a)     For  the  period  from  January 1, 2002 to June 30, 2002, Cash
Available for Distribution actually distributed to Owner, together with interest
payments on the Additional Principal Payments in accordance with Section 8.2(b),
does  not  average  at  least  $60,000  per  month;  or

          (b)     For  the  period  from July 1, 2002 to December 31, 2002, Cash
Available for Distribution actually distributed to Owner, together with interest
payments on the Additional Principal Payments in accordance with Section 8.2(b),
does  not  average  at  least  $90,000  per  month;  or

          (c)     for  any six month period ending after December 31, 2002, Cash
Available for Distribution actually distributed to Owner, together with interest
payments on the Additional Principal Payments in accordance with Section 8.2(b),
does  not  average  at  least  $90,000  per  month.

     9.9     RIGHT  TO  CURE  FAILURE  TO  ACHIEVE  FINANCIALPERFORMANCE.
Notwithstanding  the  provisions  of  Section  9.8 above, Manager shall have the
right  to  voluntarily  reduce  the  Base  Management  Fee  and  the  Additional
Management  Fee,  or  defer  payment  of any Accrued Base Management Fee and the
Accrued  Additional  Management  Fee,  in  order  to  cause  compliance with the
distribution requirements set forth in Section 9.8 above.  Any such reduction of
a Base Management Fee or Additional Management Fee shall be added to the Accrued
Additional  Management  Fee, as applicable, and shall be paid only in accordance
with  Section  7.2  and  Section  8.2(e)  above.

     9.10     TERMINATION FOR FAILURE TO MAKE CONTRIBUTION.  Owner may terminate
this  Agreement in its entirety by written notice to Manager in the event that a
cure  amount  is  required  to  be paid under Section 4.12(b) of the Senior Loan
Agreement,  as amended by the Senior Loan Amendment (the "4.12(b) Cure Amount"),
and Manager does not elect to pay (and thereafter pays) such 4.12(b) Cure Amount
within  the  time  frame  required under the Senior Loan.  It is understood that
Manager is not required to pay the 4.12(b) Cure Amount, but in the event Manager
elects  to  do  so, the 4.12(b) Cure Amount paid by Manager shall be credited or
applied  as  required  under the Senior Loan Amendment and Manager shall have no
right  to  reimbursement  from  Owners.

     Option  Price.  Exhibit B is hereby amended to reflect that for purposes of
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Exhibit  B only, the definition of "Senior Loan" shall be the Deemed Senior Loan
(i.e.  the  Senior  Loan  disregarding  the  Additional  Principal  Payments and
disregarding  any  proceeds  from  the  sale  of the AL II Additional Collateral
Properties  which are applied to the Tranche B debt in accordance with the terms
of  the  Senior  Loan  Amendment)  and  any  interest payments distributed to AL
Investors  pursuant  to  Section 8.2(b) with respect to the Additional Principal
Payments  and  any  AL  II Additional Collateral Properties paydown shall not be
credited  against  the amount due to the holder of the Junior Loan under section
(c) of Exhibit B, or against the amount due to AL Investors under section (d) of
     Exhibit  B.  In  addition,  the  Purchase  Price  shall be increased by the
reimbursement  amount  due  as  more  particularly set forth in section 9 below.

     Payment  of Loan Restructure Fees.  The parties acknowledge that the Senior
     ---------------------------------
Loan  Restructure  will  result  in substantial benefit to all parties, but will
also  result  in  significant  costs  and  fees,  including, without limitation,
extension  fees  and  the  Senior  Lender's  costs  and expenses as set forth in
paragraph 3 and paragraph 4 of the First Amendment to Loan Agreement to exercise
     the  first  and  second  extension  options  under  the Loan Agreement, the
extension  option  fee  of  $342,500  as  set  forth in section 2.7 of the First
Amendment to Loan Agreement, title insurance fees, UCC search costs, the cost of
obtaining  the  interest  rate  agreement  pursuant  to Section 4.24 of the Loan
Agreement, attorneys fees and costs to AL Investors, Manager, and Senior Housing
Partners  I,  L.P.,  and  other reasonable out of pocket costs and expenses (the
"Pooled  Expenses").   Daniel R. Baty ("Baty") has agreed to initially fund such
Pooled  Expenses,  subject  to  reimbursement  as  follows:

          (a)     Upon  Manager's  exercise  of  the  Purchase  Option under the
Management  Agreement,  the  Purchase  Price  as set forth in Exhibit B shall be
increased by 25% of the aggregate Pooled Expenses and Owner upon receipt of such
amount  shall  promptly  reimburse Baty for the Pooled Expenses to the extent of
such  amount.

          (b)     Upon Manager's exercise of the Purchase Options under (i) that
certain  AL II Management Agreement with Option to Purchase (AL II- 14 Operating
Facilities),  dated  March  26,  1999, as amended and segregated by Amendment to
Management  Agreement  dated  March  27,  2000,  (ii)  that  certain  Management
Agreement  with  Option  to Purchase (Teachers), dated March 27, 2000, and (iii)
Management  Agreement with Option to Purchase (AL II - 5 Development Facilities,
dated  March 25, 1999 (collectively the "AL II Management Agreements"), pursuant
to  the  terms  of  which  the  Purchase  Options  under  all three of the AL II
Management  Agreements  must be exercised simultaneously, the aggregate Purchase
Price  under  the  Management Agreements thereunder shall be increased by 25% of
the  aggregate  Pooled  Expenses  and the Owners thereunder upon receipt of such
amount  shall  promptly  reimburse Baty for the Pooled Expenses to the extent of
such amount; provided, however, that if the Purchase Option as defined in the AL
             -----------------
II  Management  Agreements  has  been  exercised  and  the  purchase  and  sale
transaction  contemplated thereby has closed prior to incurring all or a portion
of  the  Pooled  Expenses  in  connection with the First Extension Period or the
Second  Extension  Period (or both) which would otherwise be payable pursuant to
this  subsection  9(b),  then  25%  of  the  additional Pooled Expenses not then
incurred  but  which  would  have  been payable pursuant to this subsection 9(b)
shall  be  payable by Manager out of 50% of his Management Fees as and when paid
to  Manager  under  this Management Agreement in addition to the portion paid by
Manager  pursuant  to  subsection  9(c)  below.

          (c)     Manager  shall  pay  Baty 25% of the aggregate Pooled Expenses
out  of its Management Fees; provided, however, that such reimbursement shall be
limited  to  50%  of  Management  Fees  as  and  when paid to Manager under this
Management  Agreement.

     Conforming  Definitions.  Exhibit  A  is  hereby  amended  as  follows:

     10.1     Junior  Loan.  The definition of Junior Loan is hereby deleted and
              ------------
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").

     10.2     Operating  Period.  The  definition  of Operating Period is hereby
              -----------------
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.

     10.3     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, by Second
Amendment to Put and Purchase Agreement dated on or about the date hereof and as
may  be  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  Management  Agreement.

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

     Understandings  and  Agreements.  This  Amendment,  together  with  the
     -------------------------------
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
     ---------------
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  MANAGEMENT  I  LP
     ---------------------------

     EMERITUS  MANAGEMENT  I  LP,
     a  Washington  limited  partnership

     By:     EM  I,  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
                                          ----------------------------


                              AL  INVESTORS
                              -------------

AL  INVESTORS  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
                 -------



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


     GMAC  Commercial  Mortgage  Corporation,     a  California  corporation

     By:     /s/  Lisa  M.  Lautner
             ----------------------
     Name  Lisa  M.  Lautner
           -----------------
     Title  Senior  Vice  President
            -----------------------


     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
acknowledging  and consenting to the foregoing Amendment, ratifying the Emeritus
Guaranty,  and  confirming and agreeing that foregoing Amendment does not alter,
modify,  amend  or  waive  any  terms  contained  in  the  Emeritus  Guaranty.


     Emeritus  Corporation,
     a  Washington  corporation


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