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

     This  Second  Amendment to Put and Purchase Agreement (this "Amendment") is
made this 22 day of March, 2001 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 (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 that (i) that certain
Management  Agreement with Option to Purchase (AL II - 14 Operating Facilities),
dated  March  26, 1999 (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").  The AL II
Management  Agreement  was  subsequently  segregated  in  connection  with  the
refinancing of four of the Facilities pursuant to a loan from Teachers Insurance
and  Annuity  Association  of  America  pursuant  to  that  certain Amendment to
Management  Agreement  dated  March 27, 2000 and the execution of the Management
Agreement  with  Option  to  Purchase  (Teachers)  (the  "Management  Agreement
(Teachers)",  dated  March  27,  2000  (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,  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 (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.     The  parties  to  the  AL I Management Agreement have agreed that it
would  be beneficial to restructure the AL I Senior Loan by, among other things,
dividing  the loan into three tranches, collateralizing a portion of the tranche
known as "Tranche B" with certain property owned by subsidiaries of AL Investors
II  (the  "AL  II  Collateral  Properties"),  amending  the  interest  rate, and
obtaining  two  9-month  conditional options to extend the term of the loan (the
"AL  I  Loan  Restructure").  The  AL  I Loan Restructure is evidenced by, inter
alia,  that  certain  First  Amendment  to  Loan  Agreement  by and between GMAC
Commercial  Mortgage  Corporation and AL Investors I, dated on or about the date
hereof  (the  "GMAC  Amendment").

     F.     As  a condition to the AL I Loan Restructure, 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
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meanings  given  them  in  the  Put  Agreement.

     Triggering  Events.  Section  3.1(a)  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  on  or  before  December  12,  2001,  or does not close its Purchase
Options under all three of the AL II Management Agreements on or before December
     31, 2001, 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.  A  sentence  is  added  at the end of section 3.1 as
     --------------------
follows:  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
Initial  Term  of the Management Agreement; provided, however, that if the AL II
                                            -----------------
Collateral Properties have not been released as additional security for the AL I
Senior  Loan  as  of  the occurrence of a Triggering Event under this Agreement,
then AL II Holdings shall have the right to defer delivery of the Put Notice and
exercise  of  its rights under the Put Agreement to any time until 60 days after
the  earlier to occur of (i) a Triggering Event under the AL I Put Agreement, or
(ii)  60  days  after  the  AL  II  Collateral  Properties have been released as
additional  security  for  the  AL  I Senior Loan (the "Deferred Exercise Date")

     Time  of  Exercise.  Subject  to  the  provisions of Paragraph 3 above, the
     ------------------
clause  "one  hundred  eighty  (180) days prior to the expiration of the Initial
Term  of  the  Management  Agreement"  in the last full paragraph of Section 3.1
shall be deleted and replaced in its entirety with the following:  "December 31,
2001,  subject  to  such  extension  for  closing as may be granted in the AL II
Management  Agreements".

     Selection  of  Facilities.  If  and  only  if  (a)  the  AL  II  Collateral
     -------------------------
Properties  have  not  been  released as additional security for the AL I Senior
     ----
Loan  and  (b)  a Triggering Event has occurred under and as defined in the AL I
Put Agreement or a Triggering Event has occurred under and as defined in the Put
Agreement,  then  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.

     Obligor's  Option.  Section 3.2 is hereby amended to change both references
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to "twenty (20)" days therein to "ten (10)" days, and to change all reference to
"sixty  (60)"  days  therein  to  "thirty (30)" days, such that Obligor shall be
permitted to exercise Obligor's Option by written notice and deposit given to AL
II  Holdings  not  later  than  ten  (10)  days  after receipt of the Put Notice
pursuant  to Section 3.1(a) or 3.1(b), and not later than thirty (30) days after
receipt  of  the  Put  Notice  pursuant  to  Section  3.1(c),  3.1(d) or 3.1(e).

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

     6.1     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 II Holdings in AL
Investors  Development and AL Investors II and/or the membership interests of AL
Investors  II and AL Investors Development in the Facility Entities.  Initially,
the  Junior  Loan  is  evidenced  by  that  certain  Loan  Agreement among AL II
Holdings,  AL  Investors  II, AL Investors Development and the Facility Entities
and  Senior  Housing  Partners  I,  L.P.  dated  on or about the date hereof, as
subsequently  amended  ("Initial  Junior  Loan").

     6.2     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 March 26, 1999, as amended by
First  Amendment  to  Put  and  Purchase  Agreement dated March 27, 2000, and as
subsequently  amended.

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

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

     Headings.  The  headings  contained herein are for convenience of reference
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only  and  are  not intended to define, limit or describe the scope or intent of
any  provision  of  this  Amendment.

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

     IN  WITNESS WHEREOF, the parties have executed and delivered this 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