SECOND AMENDMENT TO
                               -------------------
                              MANAGEMENT AGREEMENT
                              --------------------
                        (AL II - 14 Operating Facilities)
                                     (GMAC)

     This  Second  Amendment  to Management Agreement (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"),  Emeritus  Corporation,  a
Washington  Corporation  ("Emeritus),  AL  Investors  II LLC, a Delaware limited
liability company ("AL Investors II"), 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 amended and as hereinafter
defined)  which  own  a  Facility  other  than  a  Refinanced  Facility.

                                    Recitals
                                    --------

     A.     Emeritus  Management,  Texas Manager, Emeritus, AL Investors II, ESC
I,  L.P.,  a  Washington  limited  partnership  ("ESC"),  ESC  G.P.  I,  Inc., a
Washington  corporation ("ESCGP"), and Emeritus Properties I, Inc., a Washington
corporation  ("EPI")  entered into that certain Management Agreement with Option
to  Purchase  (AL II - 14 Operating Facilities), dated March 26, 1999, which was
thereafter segregated by Amendment to Management Agreement (AL II - 14 Operating
Facilities"),  dated March 27, 2000, pursuant to which the Refinanced Facilities
(as  defined  therein)  were  deleted  (as  so  amended,  the  "AL II Management
Agreement  (GMAC)",  and  were  included  instead  in  that  certain  Management
Agreement  with  Option to Purchase (Teachers), dated March 27, 2000 (the "AL II
Management Agreement (Teachers)".  ESC, ESCGP and EPI have ceased to be Managers
under  the  AL  II  Management  Agreement  (GMAC).

     B.     Simultaneously  with  the  initial execution of the AL II Management
Agreement  (GMAC),  Manager,  Emeritus,  and  AL  Investors  Development  LLC, a
Delaware limited liability company (for itself and on behalf of certain Facility
Entities  defined  therein), entered into that certain Management Agreement with
Option  to  Purchase  (AL  II - 5 Development Facilities), dated March 25, 1999,
pursuant  to  which,  among  other things, Manager was engaged to manage certain
Facilities  described  therein  (the  "AL II Development Management Agreement").

     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 as
described  below,  the  "AL  I  Management  Agreement").

     E.     GMAC  Commercial  Mortgage  Corporation ("GMAC") is the lender under
the  Senior  Loan  under  both  the  AL  I  Management  Agreement  and the AL II
Management  Agreement (GMAC).  The Senior Loan as defined in the AL I Management
Agreement  is  referred  to  herein  as  the  "AL  I  Senior  Loan".

     F.     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, 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 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"),
and  includes,  among  other things, the addition of five properties owned by AL
Investors  II  as  additional collateral (the "AL II Collateral Properties"), as
more  particularly  set  forth  and  defined  therein.

     G.     As a condition to the AL I Loan Restructure, the parties have agreed
to  amend  the  AL  I  Management  Agreement as set forth in the First Amendment
thereto,  and  to  simultaneously amend the AL II Management Agreement (GMAC) as
set  forth  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
     -----------
meanings  given  them  in  the  AL  II  Management  Agreement  (GMAC).

     Extension  of  Notice  to  Exercise  Purchase  Option.
     -----------------------------------------------------

          2.1     Exercise of Option.  The first sentence of Section 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 Facilities 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),  provided the written notice of the exercise of the option is given
by  Emeritus  to the Owners (the "Purchase Option Notice") on or before December
12,  2001.  The  parties  acknowledge  that  the Purchase Option under the AL II
Management  Agreement  (GMAC), the AL II Management Agreement (Teachers) and the
AL  II  Development  Management  Agreement must be exercised simultaneously.  To
permit  the  exercise  of each of the Purchase Options on or before December 12,
2001,  Owners  and  AL  Investors  II agree to use its best efforts to cause the
Owners under the AL II Management Agreement (Teachers) and the Al II Development
Management Agreement to waive any provisions in such management agreements which
are  inconsistent  with  the  foregoing,  including,  without  limitation,  time
limitations  on  notice  of  exercise  of  the  Purchase  Options  thereunder.

     2.2     Place  and  Time  of  Closing.  Section  13.6 is hereby deleted and
             -----------------------------
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 Facility shall be delivered to
Title Company (the "Closing") pursuant to escrow closing arrangements reasonably
satisfactory to Owners and Emeritus at 12:00 o'clock noon (P.S.T.) no later than
December  31,  2001  (the  "Time of Closing").  It is agreed that time is of the
essence  of  this  Purchase  Option.  The  parties acknowledge that the Purchase
Option  under  the  AL  II  Management  Agreement  (GMAC),  the AL II Management
Agreement  (Teachers)  and  the  AL  II Development Management Agreement must be
exercised simultaneously.  To permit the Closing on or before December 31, 2001,
Owners  and AL Investors II agree to cause the Owners under the AL II Management
Agreement (Teachers) and the Al II Development Management Agreement to waive any
provisions  in  such  management  agreements  which  are  inconsistent  with the
foregoing, including, without limitation, time limitations on the closing of the
Purchase  Options  thereunder.  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  Purchaser  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.


     Option  Facilities.  Section  13.1  is hereby amended to add at the end the
     ------------------
following:

     The  parties  hereby  acknowledge that the AL II Collateral Properties have
been  pledged  as  additional  collateral  in  connection  with  the  AL  I Loan
Restructure.  In  the  event  that Emeritus timely exercises the Purchase Option
and  at  the  time  of  exercise  the  AL II Collateral Properties have not been
released  as  additional collateral for the AL I Senior Loan pursuant to Section
5.16  of  the GMAC Amendment or otherwise, the following provisions shall apply:

          3.1     If  the  Purchase  Price  allocated  to  the  AL II Collateral
Properties by Owners, such allocation to be computed in a manner consistent with
that set forth on Exhibit B (the "Allocated AL II Collateral Properties Purchase
Price"),  is  sufficient  to obtain a release of the AL II Collateral Properties
under  the  terms of the GMAC Amendment solely by payment of all or a portion of
the  Purchase  Price for the AL II Collateral Properties to the lender under the
GMAC  Amendment,  then  Owner  will  cause the AL II Collateral Properties to be
released  from the AL I Senior Loan and the AL II Collateral Properties shall be
purchased  and  sold  in  accordance  with  the  terms  of  Purchase  Option.

          3.2     If the Allocated AL II Collateral Properties Purchase Price is
not  sufficient to obtain a release of the AL II Collateral Properties under the
terms  of  the  GMAC  Amendment  solely  by  payment  of all or a portion of the
Allocated  AL  II  Collateral  Properties Purchase Price to the lender under the
GMAC  Amendment,  Owner  shall  have  the  option,  in  its sole discretion, to:

               (a)     Obtain  a release of the AL II Collateral Properties from
the AL I Senior Loan and upon such release the AL II Collateral Properties shall
be  purchased  and  sold  in  accordance  with  the terms of Purchase Option; or

               (b)     Delete  the AL II Collateral Properties from the purchase
Option, allow the AL II Collateral Properties to remain as additional collateral
under  the  AL I Senior Loan, and require Manager to purchase the balance of the
Facilities  subject  to the exercised Purchase Option under the AL II Management
Agreement (GMAC) and the AL Management Agreement (Teachers), together with the 5
Facilities  subject to the exercised Purchase Option under the AL II Development
Management  Agreement.

          3.3     In  the event that Owner elects to delete the AL II Collateral
Properties  then subject to the Purchase Option in accordance with option 3.2(b)
above,  then  Exhibit B of the Management Agreement shall be amended to decrease
the  Purchase  Price  by  (i) the Allocated AL II Collateral Properties Purchase
Price  for  the  AL  II  Collateral Properties and (ii) the Bargain Credit.  The
Bargain  Credit shall be defined as the excess, if any, of the fair market value
of  the  AL  II  Collateral  Properties  over  the  Allocated  AL  II Collateral
Properties Purchase Price.  Fair market value of the AL II Collateral Properties
shall  be  determined  using  the  following formula:  multiply  the net pre-tax
operating  income from the AL II Collateral Properties for the prior three month
period  by 4 (to obtain annual net income), and divide the product by 0.11.  Net
pre-tax operating income shall be determined in the manner net pre-tax income is
determined  in  computing  the  Debt Service Coverage for Tranche A under and as
defined  in  the  GMAC  Amendment (i.e. the net pre-tax income of the Additional
Collateral Properties), based on the quarterly statements provided to the lender
under  the  AL  I  Senior  Loan  (without  deduction for Management Fees paid or
incurred),  (a)  plus interest expense to the extent deducted in determining net
income,  (b)  plus  non-cash  expenses  or  allowances  for  depreciation  and
amortization,  (c)  less  management  fees  in  an assumed amount of 5% of gross
revenues,  (d) less capital expenditure reserves calculated at $250 per unit per
year,  (e)  less  Extraordinary Income and Extraordinary Expenses, as defined in
the  GMAC  Amendment.

     Management  Fee.  Any  Accrued  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 the expiration or termination of the
     Management Agreement for any reason whatsoever, all Accrued 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.

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

     5.1     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  Development  or AL Investors II 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 same date hereof, as
subsequently  amended  ("Initial  Junior  Loan").

     5.3     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 March 26, 1999, as amended by
First  Amendment  to  Put  and  Purchase  Agreement dated March 27, 2000, and as
amended  by Second Amendment to Put and Purchase Agreement dated on or about the
date  of  this  Amendment  and  as  subsequently  amended.

     The foregoing terms in the AL II Management Agreement (Teachers) and the AL
II Development Management Agreement, together with the guaranties thereof, shall
be  deemed  amended  as  set  forth  above.

     Notices.  All  notices to be given by either party to this Agreement to 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  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  II
                              -----------------

AL  INVESTORS  II  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
                 -------







<PAGE>

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
                 ----------------------------