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

     This  Second  Amendment to Put and Purchase Agreement (this "Amendment") is
made  this 22 day of March, 2001 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  (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  on  or about the date hereof by First Amendment to Management Agreement
with  Option  to  Purchase  (the  "Management  Agreement').

     C.     The  Senior  Loan  (as  defined  in  the  Put  Agreement)  is  being
restructured  by,  among  other  things,  dividing  the  Senior  Loan into three
tranches,  collateralizing  a  portion  of  the tranche know as "Tranche B" with
certain  property  owned  by  subsidiaries  of  AL  Investors II LLC, a Delaware
limited  liability  company  and  an  affiliate  of  AL  Investors  (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 documents dated
on  or  about  the  date  hereof  (collectively, "the Senior Loan Restructure").

     D.     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.

     E.     In  connection  with  the  Senior  Loan Restructure and to take into
account  the  Additional Principal Payments, 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:

     Defined Terms.  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
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replaced  with  the  following:   "(a)     If  Emeritus  has  not  exercised its
Purchase  Option  on or prior to the Purchase Option Expiration Date (as defined
in  the  Management  Agreement)".  Section 3.1(c) is hereby amended by adding at
the  end  thereof  the following:  "or AL Investors has elected to terminate the
Management  Agreement  pursuant  to  a  right  to  do  so".

          In  addition,  the  definition  of "Management Agreements" in the last
full  paragraph  of  Section  3.1  is  modified  to  include the TIAA Management
Agreement  and  any  and  all amendments to such Management Agrees referenced in
such definition, including any amendments executed in connection with the Senior
Loan  Restructure.

1.     Time of Exercise.  The clause "one hundred eighty (180) days prior to the
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     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:  "the  applicable Purchase Option Expiration Date (as defined in
the  Management  Agreement)".

     Obligor's Default.  Section 3.10 is hereby amended by adding the following:
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"Notwithstanding  the  foregoing,  nothing  contained  herein  shall  prevent AL
Investors  from  exercising  any  rights or remedies it may have pursuant to any
other  agreement,  including,  without limitation, that certain Pledge Agreement
from  Obligor  and  B.F.  Limited Partnership dated on or about the date hereof.

     Put  Facilities.  The  parties  acknowledge  that  AL  II  Holdings  LLC, a
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Delaware  limited  liability company, and Obligor have agreed in connection with
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that certain Second Amendment to Put and Purchase Agreement (AL II Holdings - 14
Operating  Facilities  and 5 Development Facilities), dated on or about the date
hereof  (the  "AL  II  Amendment"),  that  under  certain circumstances all or a
portion  of  AL  II  Holding's  put  rights  thereunder may be transferred to AL
Investors  to  be  exercised  under  the Put Agreement, and agree that upon such
occurrence  that the number of Facilities which AL Investors may require Obligor
to  purchase  hereunder  shall  be  increased  by  the decrease in the number of
Facilities  which  Obligor  is  required  to purchase under the AL II Amendment.

     Purchase  Price.  The  last  paragraph  of  Exhibit C is hereby deleted and
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replaced  in  its  entirety  with  the  following:

     The  "Purchase  Price"  for  a  Put  Facility  shall  equal:

(i)     the  amount, determined as of the Put Purchase Date, that is required to
repay  in  full  the  Senior  Loan  allocated  to  such  Facility (including all
prepayment  penalties  and  other  charges  incurred  on  such  repayment); plus
                                                                            ----

(ii)     the  Investment  Account  of  such  Facility,  but  disregarding  the
Additional  Principal  Payments  and proceeds of any AL II Additional Collateral
Properties  which  are  applied  to that portion of the Senior Loan allocated to
such  Put  Facility, as defined in the First Amendment to Management Agreement ;
plus
 ---

(iii)     the  Investment  Return  accrued  on  the  Investment Account for such
Facility  for  the  current  year  through  the  Put  Purchase  Date;  plus
                                                                       ----

(iv)     an  amount  equal to two percent (2%) of the Initial Investment Account
for  such  Facility;  plus
                      ----

(v)     any  proceeds previously applied to the Senior Loan on such Put Facility
from  the  sale of the AL II Additional Collateral Properties in accordance with
the  terms  of  the  Senior  Loan  Restructure;  plus
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(vi)     the Additional Principal Payments previously applied to the Senior Loan
on  such  Put  Facility,  together  with  interest  thereon  at Libor plus 4.5%,
calculated  and  adjusted  in  the  same  manner  as  the  Tranche  C Note; less

(vii)     the  Cash  Account  balance  for  such  Facility.

     The  Purchase  Price  for  all  Put  Facilities  shall equal the sum of the
Purchase  Prices  for  each  Put  Facility  calculated  as  set  forth  above.

     Payment  of  Purchase  Price.  Section  3.6 is hereby amended by adding the
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following:  "Notwithstanding  the  foregoing, Obligor shall be entitled to pay a
portion  of  the  Purchase  Price  for  the  Put  Facilities by surrendering and
assigning  to  AL  Investors  his  membership interest in Al Investors, in which
event  Obligor  shall be entitled to a credit against the Purchase Price for the
Put  Facilities  in  an  amount  equal to the aggregate amount of the Additional
Principal  Payments  made  by  Obligor  to  AL Investors, together with interest
thereon  at  Libor  plus 4.5%, calculated and adjusted in the same manner as the
Tranche  C  Note.  Nothing  contained  herein shall permit Obligor to credit the
Additional  Principal  Payments against the Deposit required pursuant to Section
3.5  hereof.

     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).

     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  Put  Agreement.

     Ratification.  The  Put  Agreement, as amended by this Agreement, 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  Agreement.

     Applicable  Law.  This  Agreement 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 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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