8

Execution  Copy
                                    GUARANTY
     This  GUARANTY  ("Guaranty")  is  given  as  of August 15, 2003 ("Effective
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Date"),  by  EMERITUS  CORPORATION,  a  Washington corporation, whose address is
3131  Elliott  Avenue,  Suite  500, Seattle, WA 98121 ("Guarantor"), in favor of
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WASHINGTON  LESSOR  -  SILVERDALE, INC., a Maryland corporation ("Lessor") whose
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address  is  9690  Deereco  Road,  Suite  100,  Timonium,  Maryland, 21093, with
reference  to  the  following  facts:
                                    RECITALS
A.     ESC-Silverdale,  LLC,  a Washington limited liability company ("Lessee"),
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has executed and delivered to Lessor a Single Facility Lease dated the same date
     as  this  Guaranty  (the  "Lease") pursuant to which Lessee is leasing from
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Lessor  an  assisted  living  facility  located  in the State of Washington (the
"Facility").
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B.     Guarantor  is  the  owner  of 100% of the outstanding equity interests in
Lessee,  and  it  is  to  the  advantage of Guarantor that Lessor enter into the
Lease.
C.     As  a material inducement to Lessor to lease the Facility pursuant to the
Lease,  Guarantor  has  agreed to guarantee the payment of all amounts due from,
and  the performance of all obligations undertaken by the Lessee under the Lease
and  the  other  Transaction  Documents,  all as hereinafter set forth. The term
"Transaction  Documents", as used herein, shall have the meaning given it in the
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Lease.
     WHEREFORE,  the  parties  hereby  agree  as  follows:
1.     Defined  Terms.  All capitalized terms used herein and not defined herein
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shall  have  the  meaning  for  such  terms  set  forth  in  the  Lease.
2.     Guaranty.  Guarantor hereby unconditionally and irrevocably guarantees to
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Lessor  (i)  the  payment when due of all Rent and all other sums payable by the
Lessee  under  the Lease,  and (ii) the faithful and prompt performance when due
of  each  and  every  one  of the terms, conditions and covenants to be kept and
performed  by Lessee and its Affiliates under the Transaction Documents, any and
all  amendments,  modifications,  extensions  and  renewals  of  the Transaction
Documents,  including  without  limitation  all  indemnification  obligations,
insurance  obligations,  and  all  obligations  to  operate, rebuild, restore or
replace  any  facilities  or  improvements  now or hereafter located on the real
estate  covered  by the Lease.  In the event of the failure of Lessee to pay any
such  amounts  owed, or to render any other performance required of Lessee under
the  Transaction Documents, when due, Guarantor shall forthwith perform or cause
to  be  performed all provisions of the Transaction Documents to be performed by
Lessee  and  its Affiliates thereunder, and pay all damages that may result from
the  non-performance  thereof  to the full extent provided under the Transaction
Documents (collectively, the "Obligations").  As to the Obligations, Guarantor's
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liability  under  this  Guaranty  is  without  limit.
3.     Survival of Obligations.  Unless otherwise expressly agreed in writing by
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Lessor  (which  writing  specifically references this section of this Guaranty),
the obligations of Guarantor under this Guaranty with respect to the Transaction
Documents  shall  survive and continue in full force and effect notwithstanding:
(a)     any  amendment,  modification, or extension of any Transaction Document;
(b)     any  compromise, release, consent, extension, indulgence or other action
or  inaction  in  respect  of any terms of any Transaction Document or any other
guarantor;
(c)     any  substitution  or  release, in whole or in part, of any security for
this  Guaranty  which  Lessor  may  hold  at  any  time;
(d)     any  exercise  or  nonexercise  by  Lessor of any right, power or remedy
under  or  in respect of any Transaction Document or any security held by Lessor
with  respect  thereto,  or  any  waiver  of  any  such  right, power or remedy;
(e)     any  bankruptcy,  insolvency,  reorganization,  arrangement, adjustment,
composition,  liquidation,  or  the  like  of the Lessee or any other guarantor;
(f)     any  limitation  of Lessee's liability under any Transaction Document or
any  limitation  of  Lessee's liability thereunder which may now or hereafter be
imposed  by  any  statute,  regulation  or  rule  of  law,  or  any  illegality,
irregularity,  invalidity  or  unenforceability,  in  whole  or  in part, of any
Transaction  Document  or  any  term  thereof;
(g)     any  sale,  lease, or transfer of all or any part of any interest in the
Facility  to  any  other  person,  firm  or  entity  other  than  to  Lessor;
(h)     any  act  or  omission  by  Lessor  with  respect to any of the security
instruments or any failure to file, record or otherwise perfect any of the same;
(i)     any  extensions of time for performance under the Transaction Documents,
whether  prior  to  or  after  maturity;
(j)     the  release  of any collateral from any lien in favor of Lessor, or the
release  of  Lessee  from  performance  or observation of any of the agreements,
covenants,  terms  or  conditions  contained  in  any  Transaction  Document  by
operation  of  law  or  otherwise;
(k)     the fact that Lessee may or may not be personally liable, in whole or in
part,  under  the  terms  of any Transaction Document to pay any money judgment;
(l)     the  failure  to  give  Guarantor  any  notice of acceptance, default or
otherwise;
(m)     any other guaranty now or hereafter executed by Guarantor or anyone else
in  connection  with  any  Transaction  Document;
(n)     any  rights,  powers  or  privileges  Lessor  may  now or hereafter have
against  any  other  person,  entity  or  collateral;  or
(o)     any  other  circumstances,  whether  or  not  Guarantor  had  notice  or
knowledge  thereof,  other  than  the  payment  or  performance  of  all  of the
Obligations.
4.     Primary  Liability.  The  liability  of  Guarantor  with  respect  to the
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Transaction  Documents  shall  be  primary, direct and immediate, and Lessor may
proceed against Guarantor: (i) prior to or in lieu of proceeding against Lessee,
     its assets, any security deposit, or any other guarantor; and (ii) prior to
or  in  lieu  of pursuing any other rights or remedies available to Lessor.  All
rights  and remedies afforded to Lessor by reason of this Guaranty or by law are
separate, independent and cumulative, and the exercise of any rights or remedies
shall  not  in  any  way  limit, restrict or prejudice the exercise of any other
rights  or  remedies.
     In  the  event  of  any  default under any Transaction Document, a separate
action or actions may be brought and prosecuted against Guarantor whether or not
Lessee  is  joined  therein  or a separate action or actions are brought against
Lessee.  Lessor  may  maintain  successive actions for other defaults.  Lessor's
rights  hereunder shall not be exhausted by its exercise of any of its rights or
remedies  or by any such action or by any number of successive actions until and
unless all indebtedness and obligations the payment and performance of which are
hereby  guaranteed  have  been  paid  and  fully  performed.
5.     Obligations  Not  Affected.  In  such manner, upon such terms and at such
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times as Lessor in its sole discretion deems necessary or expedient, and without
     notice to Guarantor, Lessor may:  (a) amend, alter, compromise, accelerate,
extend  or  change  the time or manner for the payment or the performance of any
obligation  hereby  guaranteed;  (b)  extend,  amend  or  terminate  any  of the
Transaction  Documents;  or  (c) release Lessee by consent to any assignment (or
otherwise)  as  to all or any portion of the obligations hereby guaranteed.  Any
exercise  or non-exercise by Lessor of any right hereby given Lessor, dealing by
Lessor  with  Guarantor  or  any other guarantor, Lessee or any other person, or
change,  impairment,  release  or  suspension  of  any right or remedy of Lessor
against  any person including Lessee and any other guarantor will not affect any
of  the  obligations  of  Guarantor  hereunder or give Guarantor any recourse or
offset  against  Lessor.
6.     Waiver.  With  respect  to  the  Transaction  Documents, Guarantor hereby
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waives  and  relinquishes  all rights and remedies accorded by applicable law to
sureties  and/or  guarantors  or  any  other  accommodation  parties,  under any
statutory  provisions,  common  law  or  any  other  provision of law, custom or
practice,  and  agrees  not  to  assert  or take advantage of any such rights or
remedies  including,  but  not  limited  to:
(a)     any  right  to require Lessor to proceed against the Lessee or any other
person  or to proceed against or exhaust any security held by Lessor at any time
or  to  pursue  any  other  remedy  in  Lessor's power before proceeding against
Guarantor or to require that Lessor cause a marshaling of Lessee's assets or the
assets,  if  any,  given  as  collateral for this Guaranty or to proceed against
Lessee  and/or  any  collateral,  including  collateral, if any, given to secure
Guarantor's obligation under this Guaranty, held by Lessor at any time or in any
particular  order;
(b)     any  defense  that  may  arise  by  reason  of the incapacity or lack of
authority  of  any  other  person  or  persons;
(c)     notice  of the existence, creation or incurring of any new or additional
indebtedness or obligation or of any action or non-action on the part of Lessee,
Lessor,  any  creditor of Lessee or Guarantor or on the part of any other person
whomsoever  under this or any other instrument in connection with any obligation
or  evidence of indebtedness held by Lessor or in connection with any obligation
hereby  guaranteed;
(d)     any  defense based upon an election of remedies by Lessor which destroys
or  otherwise  impairs  the  subrogation  rights  of  Guarantor  or the right of
Guarantor  to  proceed  against  Lessee  for  reimbursement,  or  both;
(e)     any  defense  based  upon any statute or rule of law which provides that
the  obligation  of  a  surety  must  be  neither  larger in amount nor in other
respects  more  burdensome  than  that  of  the  principal;
(f)     any duty on the part of Lessor to disclose to Guarantor any facts Lessor
may  now or hereafter know about Lessee, regardless of whether Lessor has reason
to  believe  that  any such facts materially increase the risk beyond that which
Guarantor intends to assume or has reason to believe that such facts are unknown
to  Guarantor  or  has  a  reasonable  opportunity  to communicate such facts to
Guarantor,  it  being  understood and agreed that Guarantor is fully responsible
for  being  and keeping informed of the financial condition of Lessee and of all
circumstances  bearing  on  the  risk  of  non-payment or non-performance of any
obligations  or  indebtedness  hereby  guaranteed;
(g)     any  defense  arising  because  of  Lessor's election, in any proceeding
instituted under the federal Bankruptcy Code, of the application of Section 1111
(b)(2)  of  the  federal  Bankruptcy  Code;  and
(h)     any defense based on any borrowing or grant of a security interest under
Section  364  of  the  federal  Bankruptcy  Code.
(i)     all  rights  and  remedies  accorded  by  applicable  law to guarantors,
including  without limitation, any extension of time conferred by any law now or
hereafter in effect and any requirement or notice of acceptance of this Guaranty
or any other notice to which the undersigned may now or hereafter be entitled to
the  extent  such  waiver  of  notice  is  permitted  by  applicable  law.
7.     Warranties.  With  respect  to  the  Transaction  Documents,  Guarantor
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warrants  that:  (a)  this  Guaranty  is  executed  at Lessee's request; and (b)
Guarantor  has  established  adequate  means  of  obtaining  from  Lessee  on  a
continuing  basis  financial  and  other  information  pertaining  to  Lessee's
financial  condition.  Guarantor  agrees  to  keep adequately informed from such
means  of  any  facts,  events  or  circumstances  which might in any way affect
Guarantor's risks hereunder, and Guarantor further agrees that Lessor shall have
     no  obligation to disclose to Guarantor information or material acquired in
the  course  of  Lessor's  relationship  with  Lessee.
8.     No-Subrogation.  Until all obligations of Lessee and its Affiliates under
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Transaction  Documents  have  been  satisfied and discharged in full for one (1)
year,  Guarantor  shall  have  no  right  of subrogation and waives any right to
enforce any remedy which Lessor now has or may hereafter have against Lessee and
any  benefit  of, and any right to participate in, any security now or hereafter
held  by  Lessor  with  respect  to  the  Lease.
9.     Intentionally  omitted.
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10.     No Delay.  Any payments required to be made by Guarantor hereunder shall
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become  due  on  demand in accordance with the terms hereof immediately upon the
happening  of  an  Event  of  Default  under  any  Transaction  Document.
11.     Application of Payments.  With respect to the Transaction Documents, and
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with  or without notice to Guarantor, Lessor, in Lessor's sole discretion and at
any  time and from time to time and in such manner and upon such terms as Lessor
deems  appropriate,  may (a) apply any or all payments or recoveries from Lessee
or  from  any  other  guarantor  under any other instrument or realized from any
security,  in  such manner and order of priority as Lessor may determine, to any
indebtedness  or  other obligation of the Lessee with respect to the Transaction
Documents and whether or not such indebtedness or other obligation is guaranteed
hereby  or  is  otherwise secured or is due at the time of such application, and
(b)  refund  to  Lessee  any  payment  received  by Lessor under the Transaction
Documents.
12.     Guaranty  Default.
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(a)     As  used herein, the term Guaranty Default shall mean one or more of the
following  events  (subject  to  applicable  cure  periods):
(i)     the  failure  of  Guarantor to pay the amounts required to be paid under
this  Guaranty  within  five  (5)  Business  Days of the times specified in this
Guaranty;
(ii)     the  failure  of  Guarantor  to  observe  and  perform  any  covenants,
conditions  or  agreement on its part to be observed or performed, other than as
referred  to  in  Subsection  (i)  above, for a period of thirty (30) days after
written  notice  of  such  failure has been given to Guarantor by Lessor, unless
Lessor  agrees  in writing to an extension of such time prior to its expiration;
(iii)     the  occurrence  of an Event of Default under the Lease, or any of the
other  Transaction  Documents.
(b)     Upon the occurrence of a Guaranty Default and while it continues, Lessor
     shall  have  the right to bring such actions at law or in equity, including
appropriate  injunctive  relief,  as  it deems appropriate to compel compliance,
payment  or  deposit, and among other remedies to recover its attorneys' fees in
any  proceeding,  including  any  appeal  therefrom  and  any  post-judgement
proceedings.
13.     Financial  Covenants.   At all times while any Obligations guaranteed by
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Guarantor  remain  outstanding  (the  "Term  of this Guaranty"), Guarantor shall
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comply  with  any  and  all  financial  covenants  of  the  Lease  applicable to
Guarantor,  as  the  same may be amended, modified or restated from time to time
during  the  Term  of  this  Guaranty.
14.     Financial  Statements.  Within  seventy  five (75) days after the end of
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each  of  Guarantor's  Fiscal Years, Guarantor shall deliver to Lessor a copy of
its audited Financial Statements, prepared in accordance with GAAP, consistently
applied,  certified by Guarantor and reviewed by an independent certified public
accounting  firm  acceptable  to  Lessor  ("Accounting  Firm").  Together  with
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Guarantor's  Financial  Statements  furnished  in  accordance with the preceding
sentence,  Guarantor  shall  deliver  a  Certificate  of  Guarantor stating that
Guarantor is not in default in the performance or observance of any of the terms
of  this  Guaranty, or if Guarantor is in default, specifying all such defaults,
the  nature  thereof,  and  the  steps  being  taken  to  remedy  the  same.
15.     Miscellaneous.
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(a)     No term, condition or provision of this Guaranty may be waived except by
     an  express  written instrument to that effect signed by Lessor.  No waiver
of  any term, condition or provision of this Guaranty will be deemed a waiver of
any  other  term,  condition  or  provision,  irrespective  of  similarity,  or
constitute  a continuing waiver of the same term, condition or provision, unless
otherwise  expressly  provided.
(b)     If  any  one or more of the terms, conditions or provisions contained in
this  Guaranty  is  found  in a final award or judgment rendered by any court of
competent  jurisdiction  to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining terms, conditions and
provisions  of  this  Guaranty  shall  not  in  any  way be affected or impaired
thereby, and this Guaranty shall be interpreted and construed as if the invalid,
illegal,  or unenforceable term, condition or provision had never been contained
in  this  Guaranty.
(c)     THIS  GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS  OF  THE  STATE  OF  MARYLAND, EXCEPT THAT THE LAWS OF THE STATE IN WHICH A
FACILITY  IS  LOCATED SHALL GOVERN THIS AGREEMENT TO THE EXTENT NECESSARY (i) TO
OBTAIN  THE BENEFIT OF THE- RIGHTS AND REMEDIES SET FORTH HEREIN WITH RESPECT TO
SUCH  FACILITY,  AND  (ii) FOR PROCEDURAL REQUIREMENTS WHICH MUST BE GOVERNED BY
THE  LAWS OF THE STATE IN WHICH SUCH FACILITY IS LOCATED.  GUARANTOR CONSENTS TO
IN  PERSONAM  JURISDICTION  BEFORE  THE STATE AND FEDERAL COURTS OF MARYLAND AND
AGREES  THAT  ALL  DISPUTES  CONCERNING THIS GUARANTY BE HEARD IN THE STATE  AND
FEDERAL  COURTS  LOCATED  IN  THE  STATE  OR  STATES  IN  WHICH  THE FACILITY OR
FACILITIES ARE LOCATED OR IN MARYLAND.  GUARANTOR AGREES THAT SERVICE OF PROCESS
MAY BE EFFECTED UPON IT UNDER ANY METHOD PERMISSIBLE UNDER THE LAWS OF THE STATE
OR  STATES  IN  WHICH  THE  FACILITY  OR  FACILITIES ARE LOCATED OR MARYLAND AND
IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS OF THE
STATE OR STATES IN WHICH THE FACILITY OR FACILITIES ARE LOCATED AND OF MARYLAND.
(d)     GUARANTOR AND LESSOR HEREBY WAIVE TRIAL BY JURY AND THE RIGHT THERETO IN
ANY  ACTION OR PROCEEDING OF ANY KIND ARISING ON, UNDER, OUT OF, BY REASON OF OR
RELATING  IN  ANY  WAY  TO  THIS  GUARANTY  OR  THE  INTERPRETATION,  BREACH  OR
ENFORCEMENT  THEREOF.
(e)     In  the  event  of  any suit, action, arbitration or other proceeding to
interpret  this  Guaranty,  or  to  determine or enforce any right or obligation
created  hereby,  the  prevailing party in the action shall recover such party's
actual  costs  and  expenses  reasonably  incurred  in  connection  therewith,
including,  but  not  limited  to,  attorneys'  fees  and  costs of appeal, post
judgment  enforcement  proceedings (if any) and bankruptcy proceedings (if any).
Any court, arbitrator or panel of arbitrators shall, in entering any judgment or
making  any  award in any such suit, action, arbitration or other proceeding, in
addition  to  any and all other relief awarded to such prevailing party, include
in  such-judgment  or  award such party's costs and expenses as provided in this
paragraph.
(f)     Guarantor  (i)  represents  that  it has been represented and advised by
counsel  in  connection  with  the execution of this Guaranty; (ii) acknowledges
receipt  of  a  copy  of the Transaction Documents; and (iii) further represents
that  Guarantor has been advised by counsel with respect thereto.  This Guaranty
shall  be  construed and interpreted in accordance with the plain meaning of its
language,  and  not  for  or against Guarantor or Lessor, and as a whole, giving
effect  to  all  of  the  terms,  conditions  and  provisions  hereof.
(g)     Except  as  provided  in  any other written agreement now or at any time
hereafter  in force between Lessor and Guarantor, this Guaranty shall constitute
the entire agreement of Guarantor with Lessor with respect to the subject matter
hereof,  and  no  representation, understanding, promise or condition concerning
the  subject  matter  hereof  will  be  binding  upon Lessor or Guarantor unless
expressed  herein.
(h)     All  stipulations,  obligations, liabilities and undertakings under this
Guaranty  shall  be  binding  upon  Guarantor  and its respective successors and
assigns  and shall inure to the benefit of Lessor and to the benefit of Lessor's
successors  and  assigns.
(i)     Whenever  the  singular  shall  be used hereunder, it shall be deemed to
include  the  plural  (and  vice-versa)  and  reference  to  one gender shall be
construed  to  include all other genders, including neuter, whenever the context
of this Guaranty so requires.  Section captions or headings used in the Guaranty
are  for  convenience  and reference only, and shall not affect the construction
thereof.
                          Signatures on following page.

<PAGE>
IN  WITNESS  WHEREOF,  the undersigned has executed this Guaranty as of the date
first  written  above.
GUARANTOR:
EMERITUS  CORPORATION
By:     /s/  Raymond  R.  Brandstrom
Name:     Raymond  R.  Brandstrom
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Title:    Vice  President  of  Finance
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STATE  OF  _________________     )
                                 -
     )  SS
COUNTY  OF  _______________     )

     The  foregoing  instrument  was  acknowledged  before  me  this  ___ day of
_______,  2003,  by  _____________________, who is the _____________ of Emeritus
Corporation, a Washington corporation, known to me to be the person who executed
this  Guaranty  on  behalf  of  the  corporation.

Notary  Public,  ________  County,  ___________
My  Commission  Expires:
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