THIRD AMENDMENT TO PUT AND PURCHASE AGREEMENT
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                        (AL I - Emeritrust 25 Facilities)


     This  Third  Amendment  to Put and Purchase Agreement (this "Amendment") is
effective  as  of  the  1st  day of January, 2002 by and between Daniel R. Baty,
individually and on behalf of his marital community ("Obligor") and AL Investors
LLC,  a  Delaware  limited liability company ("AL Investors"), for itself and as
sole  managing  member  of  each of the Facility Entities, or in cases where the
Facility  Entity  is a limited partnership, as sole managing member on behalf of
the  general  partner  thereof,  set  forth on Exhibit A to the Put and Purchase
Agreement  (as  hereinafter  defined).

                                    Recitals
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     A.     Obligor  and AL Investors entered into that certain Put and Purchase
Agreement  dated  December  30,  1998,  as amended by First Amendment to Put and
Purchase  Agreement  dated March 26, 1999, and as amended by Second Amendment to
Put  and  Purchase  Agreement  ("Second  Amendment")  dated  March  22, 2001 (as
amended,  the  "Put  Agreement"),  pursuant  to  which,  among  other things, Al
Investors  has  an option to require Obligor to purchase certain Facilities upon
the  occurrence  of  a  Triggering  Event,  as  defined  therein.

     B.     In  connection  with the transaction described in the Put Agreement,
AL  Investors  and/or  its  affiliates  entered  into  that  certain  Management
Agreement  with  Option  to Purchase (Emeritrust 25) dated December 30, 1998, as
amended by First Amendment to Management Agreement with Option to Purchase dated
March  22, 2001, and as amended by Second Amendment to Management Agreement with
Option  to  Purchase  dated  on  or  about  the  date  hereof  (as  amended, the
"Management  Agreement').

     C.     The Senior Loan (as defined in the Put Agreement) and the Management
Agreement  are being extended, and the Senior Loan is being resized to eliminate
Tranche  B.

     D.     In  connection  with  the  extension  of  the  Senior  Loan  and the
Management  Agreement,  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:

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

2.     Exercise  of  Put.  The  second  and third sentences of the second to the
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last  paragraph  of  Section 3.1 of the Put Agreement (after taking into account
the  additional  paragraph added under the First Amendment to the Put Agreement)
is  hereby  deleted  in its entirety and replaced with the following:   Upon the
occurrence of any one or more of the Triggering Events, AL Investors may require
     Obligor  to  purchase  a  total  of  ten  (10)  Facilities  with respect to
Triggering  Events  (a), (b), (c) and (d) or twelve (12) Facilities with respect
to  Triggering  Event (e), all on the terms and conditions of this Agreement and
subject  to the provisions of paragraph 5 of the Second Amendment permitting the
transfer  of  certain  put  rights  to  and  from  that certain Put and Purchase
Agreement  by  and between Obligor, AL II Holdings LLC, AL Investors II LLC, and
AL  Investors  Development  LLC,  dated  March  26,  1999,  as  amended by First
Amendment  dated  March 27, 2000, by Second Amendment dated  March 22, 2001, and
Third  Amendment  effective  January  1,  2002  (as  amended,  the  "AL  II  Put
Agreement"),  it  being  the  intention  of the parties that the total number of
facilities under this Put Agreement and the AL II Put Agreement that Obligor may
be  required  to  purchase  shall not exceed 10 in the aggregate with respect to
Triggering  Events (a), (b), (c) and (d), or 12 in the aggregate with respect to
Triggering  Event  (e).  The  designation  of  which  10  or  12  Facilities (as
applicable,  in  the  aggregate  under both this Put Agreement and the AL II Put
Agreement)  Obligor  shall  be  obligated  to purchase shall be in AL Investors'
sole,  absolute  and  unfettered  discretion.

3.     Notices.  All  notices  to  be given by either party to this Agreement to
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the  other party hereto shall be in writing, and shall be sent to the parties at
the  addresses  and  in  the  manner  set  forth  in  the  Put  Agreement.

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

5.     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  Agreement.

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

     7.     Counterparts.  This Agreement may be signed in counterparts, each of
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which  when  taken  together  shall  constitute  one  original.

<PAGE>

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

                         AL  INVESTORS
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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
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     Name  Norman  L.  Brendan
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     Title  Manager
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OBLIGOR
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/s/  Daniel  R.  Baty
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Daniel  R.  Baty,  individually  and  on  behalf  of  his
marital  community



The  undersigned  lender  in  connection  with the Junior Loan has executed this
Agreement  for  the  sole  purpose  of  consenting  to  the foregoing Amendment.

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


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