hcri\Emeritus-SPE\mortgage\Louisville     -  27  -     8/25/03
hcri\Emeritus-SPE\mortgage\Louisville     8/25/03
RECORDING  REQUESTED  BY  AND
WHEN  RECORDED  MAIL  TO  AND
THIS  INSTRUMENT  PREPARED  BY:




                     LEASEHOLD MORTGAGE, SECURITY AGREEMENT,
               ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT
                               AND FIXTURE FILING


          THIS  LEASEHOLD MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
RENTS,  FINANCING  STATEMENT AND FIXTURE FILING ("Mortgage") is made and entered
into  effective  as  the  28th  day  of  August,  2003 (the "Effective Date") by
EMERITUS  CORPORATION,  a  corporation  organized under the laws of the State of
Washington  ("Mortgagor"),  having  its  chief  executive office at 3131 Elliott
Avenue,  Suite  500,  Seattle,  Washington  98121, in favor of HEALTH CARE REIT,
INC.,  a  corporation  organized  under  the  laws  of  the  State  of  Delaware
("Mortgagee"),  having its principal office at One SeaGate, Suite 1500, P.O. Box
1475,  Toledo,  Ohio  43603-1475.
A.     Mortgagor  is  the  owner  of  a  leasehold interest in the Real Property
(defined  below).  Mortgagor  intends  to  operate,  directly  or  through  its
subsidiaries,  an  assisted living facility, as described on Exhibit C, attached
hereto  and made a part hereof, at the Real Property (the "Facility") and is the
tenant  of  the  Facility  pursuant to a Lease Agreement between HCRI Stonecreek
Properties,  LLC,  a  Delaware  limited  liability  company,  as  assignee of LM
Louisville Assisted Living, LLC ("Landlord"), and Mortgagor dated as of February
     26,  1996, as amended time to time ("Lease"), which Lease is evidenced with
respect  to  the  Facility by the recording of a Memorandum of Lease recorded as
shown  on  Exhibit  C,  attached  hereto  and  made  a  part  hereof.
B.     As  of  the  Effective  Date,  Mortgagee extended a loan in the amount of
$3,100,000.00  ("Loan") to Mortgagor.  In order for Mortgagee to extend the Loan
to  Mortgagor,  Mortgagee  requires  that  Mortgagor enter into this Mortgage to
grant a lien on Mortgagor's leasehold interest and all government authorizations
     and  personal  property  used in the operation of the Facility and owned by
Mortgagor.
          In  consideration  of the loan advances described in Article 2 made or
to  be made by Mortgagee to Mortgagor and other good and valuable consideration,
the  receipt  and  sufficiency  of  which are hereby acknowledged, Mortgagor has
executed  and  delivered  this  Mortgage  and  by  these presents does mortgage,
warrant,  grant,  transfer  and  convey  to  Mortgagee and to its successors and
assigns,  forever all of Mortgagor's right, title, and interest to and under the
following  property  which  Mortgagor  now  owns  or  may  hereafter  acquire
("Property"):
1.     The  leasehold  estate  of  Mortgagor arising under the Lease in the real
property  described  on  Exhibit  A attached hereto ("Real Property"), including
without limiting the completeness of the foregoing grant Mortgagor's interest in
     the  following:
(a)     all  tenements,  hereditaments,  and easements, rights of way, licenses,
rights,  privileges, and appurtenances pertaining to the Real Property presently
owned  or  hereafter  acquired  by  Mortgagor,  including,  without  limitation,
easements,  rights  of  way,  streets,  ways,  alleys, gores, or strips of land,
whether  or  not  adjoining  the  Real  Property;
(b)     all  buildings  and  any  other  improvements  ("Improvements")  now  or
hereafter erected or placed upon the Real Property and all fixtures ("Fixtures")
     of  every  kind  and nature whatsoever now or hereafter affixed to the Real
Property  or  Improvements  (without  limiting  the  generality of what may be a
Fixture,  all  heating,  ventilating,  air  conditioning, air cooling, lighting,
incinerating,  plumbing,  cleaning, communications and power equipment, screens,
storm  doors,  storm  windows,  shades, awnings, floor coverings, and carpeting,
shall be deemed to be Fixtures and to be a part of the Real Property, whether or
not  physically  attached  to  the  Real  Property);  and
(c)     all  rents,  income,  issues,  profits,  royalties,  and  other benefits
derived or to be derived from the Real Property, Improvements, and Fixtures (all
     of  which are called "Rents") and all of Mortgagor's interest in any lease,
sublease  license or other agreement pursuant to which any Rents are payable and
the  Lease  (all  of  which  are  called  "Leases").
2.     All  the  right,  title, interest, claims, or demands, including, without
limitation,  claims  to the proceeds of any insurance which Mortgagor now has or
may  hereafter  acquire with respect to any Property and all awards made for the
taking  of  the  whole  or  any part of the Property by eminent domain or by any
proceeding  or  the  proceeds  of  any  purchase  or  transfer  in lieu thereof,
including,  without  limitation,  any awards resulting from a change of grade or
streets  or  for  severance  damages.
3.     The  Real  Property, if ever acquired by Mortgagor, and all real property
hereafter  acquired by Mortgagor which is made a part of the lot(s) or parcel(s)
which  presently  constitute(s)  the Real Property on the tax maps of the county
auditor for so long as such after-acquired real property shall be a part of such
     lot(s)  or parcel(s) (Mortgagor shall execute and deliver to Mortgagee such
instruments as Mortgagee may require to confirm the lien of this Mortgage on the
Real Property or the additional property covered by this clause.  This clause is
intended  to  insure that the lien of this Mortgage shall always encumber one or
more  complete  lots  or parcels on the tax maps in the office of the auditor of
the county in which the Real Property is located so that the ability to transfer
the  Real  Property  under  Article  6  shall not be defeated or hindered by any
alteration  of  the  lot(s)  or parcel(s) which presently constitute(s) the Real
Property  on  such  tax  maps.)
AND  Mortgagor  grants  to  Mortgagee  a security interest in and to Mortgagor's
right,  title  and  interest  in  the  following  described  property:
4.     All  machinery,  furniture,  equipment,  trade  fixtures,  appliances,
inventory  and  all  other  goods  (as  "equipment," "inventory" and "goods" are
defined  for  purposes of Article 9 ("Article 9") of the Uniform Commercial Code
as  adopted  in  the State where the Real Property is located ("State")) and any
leasehold  interest  of  Mortgagor  in  any  of  the foregoing, now or hereafter
located  in  or  on  or  used  or  usable  in connection with the Real Property,
Improvements,  or  Fixtures and replacements, additions, and accessions thereto,
including, without limitation, those items which are to become fixtures or which
     are  building supplies and materials to be incorporated into an Improvement
or  Fixture.
5.     All  accounts,  general  intangibles, instruments, documents, and chattel
paper  [as  "accounts", "contract rights", "general intangibles", "instruments",
"documents",  and "chattel paper", are defined for purposes of Article 9] now or
hereafter  arising  in  connection with the business located in or on or used or
usable  in  connection  with  the  Real Property, Improvements, or Fixtures, and
replacements,  additions,  and  accessions  thereto.
6.     All  franchises,  permits,  licenses,  operating  rights, certifications,
approvals,  consents, authorizations and other general intangibles regarding the
use, occupancy or operation of the Improvements, or any part thereof, including,
     without  limitation,  certificates  of  need,  state  health  care facility
licenses, and Medicare and Medicaid provider agreements, to the extent permitted
by  law.
7.     Unless  expressly  prohibited  by  the  terms  thereof,  all  contracts,
agreements,  contract rights and materials relating to the design, construction,
renovation, operation and management of the Improvements, management agreements,
     plans,  specifications,  drawings, blueprints, models, mock-ups, brochures,
flyers,  advertising  and  promotional  materials  and  mailing  lists.
8.     All  ledger  sheets,  files,  records,  computer  programs,  tapes, other
electronic  data  processing  materials, and other documentation relating to the
preceding  listed  property  or  otherwise used or usable in connection with the
Real  Property  and  Improvements.
9.     The  products  and  proceeds of the preceding listed property, including,
without  limitation,  cash  and  non-cash  proceeds,  proceeds  of proceeds, and
insurance  proceeds.
          TO  HAVE  AND  TO HOLD the same with all of the rights, privileges and
appurtenances  thereto  belonging  unto  Mortgagee,  its  successors and assigns
forever  in  accordance  with  the  terms  and  conditions  set  forth  herein.
                            ARTICLE 1:     WARRANTIES
1.1     Mortgagor  covenants with Mortgagee and its successors and assigns that:
the  Lease  is  in all respects valid and in full force and effect, Mortgagor is
not  in  default  under  the terms and provisions thereof, that Mortgagor has no
knowledge of, nor has received any notice from the Landlord of any default under
the Lease, no controversy exists involving any claim of default under the Lease;
Mortgagor  holds an unencumbered leasehold interest in the Property; to the best
of  Mortgagor's  knowledge  the  Property  is  free  from  all mortgages, liens,
charges,  claims,  security  interests, pledges, collateral assignments, leases,
attachments,  levies,  encroachments,  rights of way, restrictions, assessments,
and all other encumbrances and title matters of every kind or nature whatsoever,
except  for  the  exceptions  listed  on  Exhibit  B  attached  hereto and liens
permitted  or granted under the terms of the Lease (the "Permitted Exceptions");
with the consent of the Landlord under the Lease, which consent has been granted
as of the date hereof, Mortgagor has good right to mortgage, sell and convey the
same.
                             ARTICLE 2:     PURPOSES
2.1     Secured Obligations.  This Mortgage secures performance of the following
        -------------------
obligations  (the  "Secured  Obligations")  of  Mortgagor:
2.1.1     Payment  of  Credit  Extended.  The  payment  of  the  indebtedness of
          -----------------------------
Mortgagor  to  Mortgagee  in the original principal amount of $3,100,000.00 plus
interest  on  the  unpaid  balance thereof, which indebtedness is evidenced by a
promissory  note  ("Note")  made by Mortgagor and delivered to Mortgagee on this
date,  and  any  extensions,  modifications,  substitutions  or  renewals of the
indebtedness  or  Note,  and  which  is due and payable on the Maturity Date set
forth  in  the Note, which shall be no later than the date three years after the
Commencement  Date.  "Commencement  Date"  means  the  Effective  Date  if  the
Effective Date occurs on the first day of a month, otherwise means the first day
of  the  month  after  the  Effective  Date.
2.1.2     Obligations  Under Loan Documents.  The performance of all obligations
          ---------------------------------
of  Mortgagor  under the Note, this Mortgage and all other documents executed by
Mortgagor  in  connection  therewith,  any extensions, modifications or renewals
thereof,  and any documents executed in substitution therefor (collectively, the
"Loan  Documents").
2.1.3     Advances  to  Protect Property.  The payment of unpaid balances of all
          ------------------------------
advances  made  by  Mortgagee  for  the payment of taxes, assessments, insurance
premiums,  or  costs  incurred  for  the  protection  of  the  Property.
2.1.4     Future  Advances.  The payment of any unpaid balances of loan advances
          ----------------
which  Mortgagee may make or may be obligated to make under this Mortgage at any
time after this Mortgage is delivered to the recorder in the County in which the
Real  Property  is  located  for record to the extent that the total unpaid loan
indebtedness,  exclusive of interest thereon, does not exceed the maximum amount
of  $3,100,000.00  which  may  be outstanding at any time and from time to time.
2.1.5     Other  Future Advances.  With respect to items of Property in which no
          ----------------------
interest  arises under real estate law and with respect to all items of Property
which  are  or  are to become Fixtures as defined for purposes of Article 9, the
repayment  of  all advances made and value extended hereafter by Mortgagee to or
               ---
on  behalf of Mortgagor, whether or not made or extended pursuant to an existing
commitment  provided  said  amount  shall  not  exceed  $3,100,000.00.
2.1.6     [Reserved]
          ----------
2.1.7     Mortgagor's  Obligations.  As  used  herein, "Mortgagor's Obligations"
          ------------------------
means,  collectively,  all  of  the  Secured  Obligations required to be paid or
performed  by  Mortgagor.
2.2     Combination  of  Instruments.  This  Mortgage  combines  a  real  estate
        ----------------------------
mortgage,  an  assignment  of  rents and leases, a security agreement, a fixture
filing,  and  a  financing  statement  into  one document and shall be construed
accordingly.
2.3     Open-End  Mortgage.  For  all items of the Property in which an interest
        ------------------
arises under real estate law, this is an open-end mortgage which secures payment
of  future  advances.
2.4     Security Agreement.  For all Fixtures and all items of Property in which
        ------------------
no  interest  arises  under  real  estate  law, this Mortgage is also a security
agreement  under  Article  9.  To  the  extent  that this Mortgage is a security
agreement,  it  secures all future advances made and value hereafter extended to
or  on  behalf  of  Mortgagor.
2.5     Financing Statement and Fixture Filing.  This Mortgage, a carbon copy, a
        --------------------------------------
photographic  copy,  or  other  reproduction  of  it or a financing statement is
sufficient  as  a  financing statement and may be filed as such.  As a financing
statement,  this  Mortgage  covers  items  of  collateral which are or which may
become  fixtures  in  addition  to  personal  property.  If this Mortgage or any
reproduction  of it is filed as a financing statement:  Mortgagor is the debtor;
Mortgagee  is  the secured party; an address of Mortgagee from which information
concerning  the  security  interest  may  be obtained is Mortgagee's address set
forth  at  the  beginning;  and  a  mailing  address of Mortgagor is Mortgagor's
address  at  the  beginning.
2.6     Interpretation.  This  Mortgage  form  is  and  shall  be  construed
        --------------
accordingly  to  reflect  the  fact  that  the credit giving rise to the Secured
        --
Obligations  would  not  have  been  extended  by Mortgagee but for the security
provided  by  this  Mortgage.  Where  the sense requires it, the singular may be
read  as  the  plural  or  the  reverse  and any gender may be read as any other
gender.
                            ARTICLE 3:     COVENANTS
3.1     Obligations.  Mortgagor shall pay and perform all of Mortgagor's Secured
        -----------
Obligations  when  due  and  required.
3.2     Impositions.
        -----------
3.2.1     Except  as  otherwise set forth in the Lease, Mortgagor shall pay, not
later  than  one  day  prior to the date such Impositions become delinquent, all
real  estate  taxes,  personal  property taxes, general and special assessments,
water  and  sewer  rents  and  charges,  license  fees, all charges which may be
imposed for the use of vaults, chutes, areas and other space beyond the lot line
and abutting the public sidewalks in front of or adjoining the Property, and all
other governmental levies and charges (collectively, the "Impositions") of every
kind  and  nature  whatsoever,  general and special, ordinary and extraordinary,
foreseen  and unforeseen, which shall be assessed, levied, confirmed, imposed or
become  a  lien upon or against the Property or any part thereof, or which shall
become  due  and payable with respect thereto, unless contested in good faith as
permitted  by the Lease.  Mortgagor shall deliver to Mortgagee [i] not more than
five  days  after the delinquency date of each Imposition, a copy of the invoice
for  such  Imposition  and the check delivered for payment thereof; and [ii] not
more  than  30 days after the delinquency date of each Imposition, a copy of the
official  receipt evidencing such payment or other proof of payment satisfactory
to  Mortgagee.  If  any  law  of  any  government  having  jurisdiction over the
Property is enacted after this date [i] deducting from the value of land for the
purpose  of  taxation any lien thereon; [ii] imposing upon Mortgagee the payment
of  the  whole  or  any  part  of the Imposition which is required to be paid by
Mortgagor  hereunder; or [iii] changing in any way laws relating to the taxation
of  deeds  of  trust or debts secured by deeds of trust or mortgage interests in
the  Property,  or the manner of collection of taxes, in any such case, so as to
affect  this  Mortgage or the Secured Obligations, then Mortgagor, upon 30 days'
notice  from  Mortgagee,  shall  pay  such  Imposition  or  reimburse  Mortgagee
therefor.
3.2.2     Mortgagor  shall  pay,  or  reimburse  Mortgagee for, all sales taxes,
intangible taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes,
mortgage assignment taxes, transfer taxes and similar taxes imposed on Mortgagee
relating  to  the  Secured Obligations, Note, this Mortgage, or the indebtedness
secured by this Mortgage.  At the direction of Mortgagee, Mortgagor shall pay or
reimburse  Mortgagee  for  such  taxes  30  days after Mortgagee gives notice to
Mortgagor.
3.3     Insurance.
        ---------
3.3.1     Except  as  otherwise set forth in the Lease, Mortgagor shall maintain
in  full  force and effect an extended coverage "Special Form" policy ("Policy")
of  insurance in a nonreporting form insuring against physical loss or damage to
the  Improvements  and  personal  property, including but not limited to risk of
loss  from  fire  and  other  hazards,  collapse,  transit  coverage, vandalism,
malicious mischief, theft, earthquake (if Property is in earthquake zone 1 or 2)
and  sinkholes (if usually recommended in the area of the Property).  The Policy
shall  be  in  the  amount of the full replacement value of the Improvements and
personal property and shall contain a deductible amount acceptable to Mortgagee.
Mortgagee  shall  be  named  as  mortgagee  and  loss  payee  under  a  standard
non-contributing  lender's  loss  payable  clause.
3.3.2     The  Policy  shall  include  the  following  coverage:
[i]     A  stipulated  value  endorsement  or  agreed  amount  endorsement  and
endorsements  for  contingent  liability  for  operations  of  building  laws,
demolition  costs,  and  increased  cost  of  construction.
[ii]     If  applicable,  loss or damage by explosion of steam boilers, pressure
vessels,  or  similar  apparatus, now or hereafter installed on the Property, in
commercially  reasonable  amounts  acceptable  to  Mortgagee.
[iii]     Consequential  loss  of rents and income coverage insuring against all
"Special  Form"  risk  of  physical  loss  or  damage with limits and deductible
amounts  acceptable  to  Mortgagee  covering  risk of loss during the first nine
months  of  reconstruction, and containing an endorsement for extended period of
indemnity  of at least six months, and shall be written with a stipulated amount
coverage  if  available  at  a  reasonable  premium.
[iv]     Loss  or  damage  caused by the breakage of plate glass in commercially
reasonable  amounts  acceptable  to  Mortgagee.
[v]     Effective  when  the  Facility  commences  operations,  loss  or  damage
commonly  covered by blanket crime insurance including employee dishonesty, loss
of  money orders or paper currency, depositor's forgery, and loss of property of
patients  accepted  by  Mortgagor  for  safekeeping,  in commercially reasonable
amounts  acceptable  to  Mortgagee.
3.3.3     If  the  Property  is  located,  in  whole  or in part, in a federally
designated 100-year flood plain area, Mortgagor shall maintain in full force and
effect  flood insurance for the Improvements in an amount equal to the lesser of
[i]  the  full replacement value of the Improvements; or [ii] the maximum amount
of  insurance available for the Improvements under all federal and private flood
insurance  programs.
3.3.4     In  connection  with any construction on the Property, Mortgagor shall
maintain  in  full  force  and  effect  a  builder's completed value risk policy
("Builder's  Risk  Policy") of insurance in a nonreporting form insuring against
all  "Special  Form"  risk  of  physical  loss  or  damage  to the Improvements,
including  but  not  limited  to,  risk  of  loss  from  fire and other hazards,
collapse, transit coverage, vandalism, malicious mischief, theft, earthquake (if
property  is in earthquake zone 1 or 2) and sinkholes (if usually recommended in
the area of the Property).  The Builder's Risk Policy shall include endorsements
providing  coverage  for building materials and supplies and temporary premises.
The  Builder's  Risk Policy shall be in the amount of the full replacement value
of  the  Improvements  and  shall  contain  a  deductible  amount  acceptable to
Mortgagee.  Mortgagee  shall  be named under a standard noncontributing lender's
loss  payee  clause.  The  Builder's  Risk  Policy  shall include an endorsement
permitting  initial  occupancy.
3.3.5     Mortgagor  shall maintain in full force and effect liability insurance
against  the  following:
[i]     Claims  for  personal  injury  or  property  damage  commonly covered by
commercial  general  liability  insurance  with  endorsements  for  incidental
malpractice, blanket contractual, personal injury, owner's protective liability,
     voluntary  medical  payments, products and completed operations, broad form
property damage, and extended bodily injury, with a combined single limit of not
less  than  $5,000,000.00  per  occurrence for bodily injury, death and property
damage.
[ii]     Claims  for  personal  injury  and  property damage commonly covered by
commercial  automobile  liability  insurance,  covering  all owned and non-owned
automobiles,  with  a  combined  single limit of not less than $5,000,000.00 per
occurrence  for  bodily  injury,  death  and  property  damage.
[iii]     Claims  commonly  covered  by  worker's compensation insurance for all
persons  employed  by  Mortgagor  on  the  Property.  Such worker's compensation
insurance  shall be in accordance with the requirements of all applicable local,
state,  and  federal  law.
3.3.6     Mortgagor  shall  comply  with  the  following  insurance requirements
throughout  the  term  of  the  loan:
[i]     The  form and substance of all policies shall be subject to the approval
of  Mortgagee,  which  approval  will  not  be  unreasonably  withheld.
[ii]     The  carriers  of  all  policies  shall  have a Best's Rating of "A" or
better  and  a Best's Financial Category of IX or larger and shall be authorized
to  do  insurance  business  in  the  State.
[iii]     Mortgagor  shall  be  the  "named  insured" and Mortgagee shall be the
"additional  insured"  on  each  liability  policy.
[iv]     Mortgagor  shall  deliver  to  Mortgagee policies or other satisfactory
evidence  showing  the  required  coverages  and  endorsements.  The policies of
insurance  shall  provide  that no cancellation, reduction in amount or material
change  in  coverage  shall  be  effective  until at least 30 days after written
notice  to  Mortgagee.
[v]     Mortgagor  shall  notify Mortgagee of any loss or damage to the Property
in excess of $150,000.00 which is or may be covered by any insurance immediately
     after  the  occurrence  thereof.  Mortgagor  shall  promptly  adjust  and
compromise  any  insurance  claims  and, if Mortgagor fails (in Mortgagee's good
faith  judgment)  to promptly adjust and compromise such claims, Mortgagee shall
have  the  right,  but not the obligation, on behalf of Mortgagor, to adjust and
compromise  any  claims  under  such insurance, collect and receive the proceeds
thereof  and  execute  and  deliver  all  proofs of loss, receipts, vouchers and
releases  in  connection with such claims.  Except as provided herein, Mortgagor
shall  not  adjust or compromise any claims under such insurance, or collect and
receive  the  proceeds  thereof,  without  the  written  consent  of  Mortgagee.
Mortgagee  is  hereby  irrevocably  appointed attorney-in-fact for Mortgagor for
such  purposes,  and  Mortgagor  shall,  upon  request of Mortgagee, execute any
proofs  of  loss,  vouchers  and  releases  in  connection  with  such  claims.
[vi]     Mortgagor  may  carry  the insurance required hereunder under a blanket
policy  of  insurance, provided that the coverage afforded Mortgagee will not be
reduced  or  diminished  or  otherwise  be different from that which would exist
under  a  separate  policy  meeting  all  of  the requirements of this Mortgage.
[vii]     Mortgagor  shall not take out separate insurance concurrent in form or
contributing in the event of loss with that required in this section or increase
     the amounts of any then existing policy by securing an additional policy or
policies  unless  all parties having an insurable interest in the subject matter
or  the  insurance,  including  Mortgagee, are included therein as an additional
insured and the losses payable under said insurance in the same manner as losses
are  payable under this Agreement.  Mortgagor shall immediately notify Mortgagee
of the taking out of any such separate insurance or the increasing of any of the
amounts  of  the  then  existing  insurance  by securing an additional policy or
additional  policies.
[viii]     Mortgagor  acknowledges  that  Mortgagee  may collaterally assign the
loan  as  security  for any loan or loans to Mortgagee.  Mortgagor shall, within
seven  days after a request from Mortgagee, deliver to Mortgagee certificates of
insurance  naming  any  such  lender  as  an  additional  insured.
[ix]     Mortgagor  hereby assigns to Mortgagee all unearned premiums as further
security  for  the Secured Obligations and the transfer of title to the Property
by  any  means,  including,  without  limitation,  sale  pursuant  to any remedy
permitted by this Mortgage, shall constitute an assignment to Mortgagee or other
     purchaser of all right, title, and interest of Mortgagor in and to proceeds
from  such policy attributable to loss or damage occurring prior to the transfer
of  title  to  the  Property.
[x]     At  least  30  days  prior  to  the expiration of each insurance policy,
Mortgagor  shall  deliver  to  Mortgagee  a  certificate showing renewal of such
policy  and  payment of the annual premium therefor and a current Certificate of
Compliance  (in  the form delivered at the time of Closing) completed and signed
by  Mortgagor's  insurance  agent.
3.4     Funds  for  Impositions and Insurance.  Except as otherwise set forth in
        -------------------------------------
the  Lease:
3.4.1     After  an  Event  of  Default,  Mortgagor shall pay to Mortgagee a sum
(called "Funds") equal to one-twelfth of the yearly payments for Impositions and
insurance on the Property, as may be reasonably estimated by Mortgagee, together
with  the  monthly  payments  to  be  made  under  the  Note.  The Funds paid to
Mortgagee  shall  be  used  to  make  the  specified  payments and as additional
security  for  the  Secured  Obligations.
3.4.2     The  Funds  shall  be  deposited  by Mortgagee with an institution the
deposits  or  accounts  of  which  are insured or guaranteed by federal or state
agency,  and shall not be deemed to be funds held in trust, and may be held with
the  general  funds  of  such  depository.  The  funds  shall  be  placed  in an
interest-bearing  account.  All  interest  thereon  shall be considered "Funds".
3.4.3     If  the  amount  of  the  Funds held by Mortgagee together with future
monthly  installments of Funds payable prior to the due dates of the Impositions
and  the  insurance  on the Property shall not be sufficient to make payments as
they  fall due, Mortgagor shall pay to Mortgagee the amount necessary to pay the
deficiency  within  10  days  after  the  date from which Mortgagee gives notice
requesting  payment  thereof.
3.4.4     Upon  performance  in full of the Secured Obligations, Mortgagee shall
promptly  refund  to  Mortgagor  any  Funds  held  by  Mortgagee.
3.4.5     If  the  Property  is  sold  or acquired by Mortgagee, Mortgagee shall
apply  any  Funds  then  held  by  Mortgagee  as  a  credit  against the Secured
Obligations.
3.4.6     Mortgagee  has  the  right  to  make  payments for which it is holding
Funds,  and  at  its  election,  to  make  other payments required to be made by
Mortgagor.
3.5     Application  of Payments.  All payments and proceeds of sale received by
        ------------------------
Mortgagee  under  this  Mortgage  shall  be  credited  as set forth in the Note.
3.6     Charges  and  Liens.  Except  to  the  extent  Mortgagor  makes payments
        -------------------
therefor  under  3.4  and  except  for Permitted Liens (as hereinafter defined),
Mortgagor  shall  promptly pay before delinquent taxes, assessments, levies, and
any  other  charges which have or may become a lien on any of the Property.  For
purposes  hereof,  Permitted  Liens  means  [i] liens granted to Mortgagee; [ii]
liens  customarily  incurred by Mortgagor in the ordinary course of business for
items  not delinquent, including mechanic's liens and deposits and charges under
worker's  compensation  laws;  [iii] liens for taxes and assessments not yet due
and  payable;  [iv]  any lien, charge or encumbrance which is being contested in
good  faith  pursuant  to  this  Lease;  [v]  the Permitted Exceptions; and [vi]
purchase money financing and capitalized equipment leases for the acquisition of
personal  property  provided,  however,  that Mortgagee obtains a nondisturbance
agreement  from  the  purchase  money  lender  or  equipment  lessor in form and
substance  as  may  be  satisfactory  to  Mortgagee  if the original cost of the
equipment  exceeds  $250,000.00.
3.7     Preservation  of  Property.  Mortgagor  shall  keep the Property in good
        --------------------------
repair, and shall neither commit waste nor permit impairment or deterioration of
the  Property.
3.8     Protection  of  Security.  If  Mortgagor  fails  to  perform Mortgagor's
        ------------------------
agreements under this Mortgage or if any action or proceeding is commenced which
materially  affects  Mortgagee's  interest  in  the Property, including, without
limitation,  any proceeding concerning eminent domain, insolvency or enforcement
of  any  ordinance,  legislation, or regulation, then Mortgagee is authorized to
make  such  appearances, disburse such sums, and take such action that Mortgagee
reasonably  determines  is  necessary  or  desirable to protect the Property and
Mortgagee's interest therein, including, without limitation, the disbursement of
sums  for  payment  of reasonable attorneys' fees, taxes, assessments, insurance
premiums,  costs incurred for the protection of the Property, and the entry upon
the  Property  to  make  repairs.
3.9     Inspection.  After  reasonable  notice  to  Mortgagor,  Mortgagee or any
        ----------
person  authorized  by  Mortgagee  may  enter  upon  and inspect any of the Real
Property  at  all  reasonable  times.
3.10     Eminent  Domain.  If  the Real Property or any part thereof becomes the
         ---------------
subject  of  any  proceeding  ("Condemnation") for the taking of property or any
conveyance  in  lieu  thereof,  the  following  provisions  shall  apply.
3.10.1     Notice  of  Condemnation.  Mortgagor shall give written notice of the
           ------------------------
Condemnation to Mortgagee within one business day after Mortgagor is notified of
the  Condemnation.  Within  15  days  after  Mortgagor  is  notified  of  the
Condemnation,  Mortgagor  shall  provide the following information to Mortgagee:
[i]  the  date of the Condemnation; [ii] the nature of the Condemnation; [iii] a
description  of  the  portion of the Real Property affected by the Condemnation;
[iv]  a  preliminary estimate of the cost to repair, rebuild, restore or replace
the  Real  Property;  [v] a preliminary estimate of the schedule to complete the
repair,  rebuilding, restoration or replacement of the Real Property; and [vi] a
description  of  the  anticipated  settlement amount and the expected settlement
date.  Within  five  days  after  request from Mortgagee, Mortgagor will provide
Mortgagee with copies of all correspondence relating to the Condemnation and any
other  information  reasonably  requested  by  Mortgagee.
3.10.2     Proceeds.  Mortgagor  shall  pay  or cause to be paid to Mortgagee so
           --------
much  of  the  award  or  compensation  resulting  therefrom  ("Proceeds") as is
attributable  to  the Real Property, up to the outstanding amount of Mortgagor's
Obligations,  and  Mortgagor hereby directs such payments to be made directly to
Mortgagee and hereby assigns to Mortgagee Mortgagor's rights thereto.  Mortgagee
may  apply  all  or  any  part  of  the  Proceeds, after deducting all costs and
expenses  (regardless of the nature thereof and whether incurred with or without
suit,  including,  without  limitation,  reasonable attorneys' fees) incurred by
Mortgagee  in connection with the Proceeds, either to the payment of Mortgagor's
Obligations  or  to the restoration of the Real Property upon such conditions as
Mortgagee may require.  Notwithstanding the foregoing, if the amount of Proceeds
does  not  exceed  $250,000.00 and there is no existing uncured Event of Default
hereunder,  Mortgagor  shall  have  the  right  to  require that the Proceeds be
applied  to  the  restoration  of  the  Real  Property  which shall be upon such
conditions  as  Mortgagee  may  require.
3.10.3     Intervention  by  Mortgagee.  Mortgagee is hereby authorized, but not
           ---------------------------
required,  to intervene at any time in any such proceedings, settlement thereof,
or conveyance in lieu thereof, to prosecute or to settle any such proceedings or
conveyance;  and  to  collect the Proceeds resulting therefrom; all on behalf of
and  in  the  name  of Mortgagor and Mortgagee and according to Mortgagee's sole
discretion.
3.10.4     Defense  by  Mortgagor.  If  Mortgagee  does not do so under  3.10.3,
           ----------------------
Mortgagor  shall  defend, protect, and uphold the value of the Real Property and
Mortgagee's  rights  to  receive any portion of the Proceeds attributable to the
value  of  the  Real  Property;  however, Mortgagor shall consult with Mortgagee
throughout  such  proceedings  and prior settlement thereof or any conveyance in
lieu  thereof  and  abide by Mortgagee's directions concerning such proceedings,
settlement,  or  conveyance.
3.10.5     Mortgagor's  Obligations.  Mortgagor's  obligation to make payment on
           ------------------------
Mortgagor's Obligations shall not abate pending any repair or restoration of the
Real  Property  due to the Condemnation.  In addition, Mortgagor shall reimburse
Mortgagee,  within  10  days  after  demand,  for  all costs, expenses, and fees
(including architect and engineer fees) incurred by Mortgagee in connection with
any  repair  or  restoration  of  the  Real  Property  due  to the Condemnation.
3.10.6     Condemnation  Proceeds  Not Trust Funds.  Notwithstanding anything in
           ---------------------------------------
this  Mortgage or at law or equity to the contrary, none of the Proceeds paid to
Mortgagee  shall  be  deemed  trust  funds,  and  Mortgagee shall be entitled to
dispose of such proceeds as provided in this  3.10.  Mortgagor expressly assumes
all  risk  of loss, including a decrease in the use, enjoyment, or value, of the
Real  Property  from  any  Condemnation.
3.11     Other  Mortgages  and  Liens.
         ----------------------------
3.11.1     Prior  Mortgages.  If  any  of  the  Property  is  subject or becomes
           ----------------
subject  to  a lien prior to the lien of this Mortgage, the following provisions
shall  apply:
[i]     Mortgagor  shall  pay when due all amounts required to be paid under any
obligation  secured  by  a  prior  lien  and  shall otherwise perform all of the
obligations  of  Mortgagor  thereunder.
[ii]     Mortgagor  shall not request, accept, or permit payment to Mortgagor of
any  loan  amount or disbursement the repayment of which is secured by any prior
mortgage  without  prior  express  written  consent  from  Mortgagee.
[iii]     Mortgagor  shall be in compliance with   3.3 and 3.4 if Mortgagor pays
the  Impositions  and  maintains the insurance coverage required under any prior
mortgage  to  which  Mortgagee  has  expressly  consented.
[iv]     A default in any prior mortgage shall be a default under this Mortgage.
[v]     Mortgagee may cure any defaults of Mortgagor under any prior mortgage or
     pay,  in  whole  or  in  part,  any  prior lien, and, to the extent of such
payments,  Mortgagee  shall  be  subrogated  to the rights and lien of the prior
lien;  however,  any  prior lien rights to which Mortgagee may become subrogated
shall  not  merge  with  the  lien  of  this  Mortgage.
3.11.2     No  Merger  of  Liens.  Mortgagee  may at any time during the term of
           ---------------------
this  Mortgage hold more than one lien against the Property or any part thereof.
All  such  liens  held by Mortgagee shall remain separate and distinct from each
other and each shall retain its individual priority and shall not merge with any
other lien held by Mortgagee, unless and until Mortgagee executes and records an
instrument  expressly  merging  any  such  liens.  If a default in this Mortgage
occurs, Mortgagee may foreclose upon any lien against the Property held by it in
such  order  and  at  such  times as Mortgagee may elect.  If Mortgagee acquires
title  to the Property other than through foreclosure of this Mortgage, the lien
of  this  Mortgage  shall continue and shall not merge with Mortgagee's title to
the  Property  or  interest  in  the  Lease.
3.11.3     Subordination.  (a)  The lien of this Mortgage will be subordinate to
           -------------
a  mortgage  on the Mortgagee's fee simple interest in the Real Property only to
the  extent  that  [i]  the  mortgagee  of such fee mortgage is an Institutional
Lender,  as  defined  below,  or  the  mortgage is a Purchase Money Mortgage, as
defined  below, [ii] the fee mortgagee has delivered a non-disturbance agreement
in favor of Mortgagor and Mortgagee in a form acceptable to them, and [iii] such
fee  mortgage  shall  be  subject to the rights of Mortgagee with respect to the
decision  to  restore  the  Facility  after  a casualty and the use of insurance
proceeds  and  condemnation  awards  as  set  forth  in  3.10.2 and 3.13.2.  For
purposes  hereof,  "Institutional Lender" means a commercial bank, savings bank,
insurance  company,  real  estate  investment  trust,  pension fund or any other
commercial  lending  institution  with  assets  of  not  less than $100,000,000,
organized under the laws of the United States or any state thereof and "Purchase
Money  Mortgage"  means  any  mortgage  given as security in connection with the
purchase  of  the  Property.
     (b)  This  Mortgage  is executed upon condition that (unless this condition
is released or waived by Landlord or its successors in interest by an instrument
in  writing) no purchaser or transferee of the Lease at any foreclosure sale, or
other  transfer  in  lieu  of  foreclosure,  shall,  as a result of such sale or
transfer, acquire any right, title, or interest in or to the leasehold estate in
which  a  lien  is hereby created, unless Landlord shall be given notice of such
sale  or  transfer of the Lease, and the effective date of such sale or transfer
of  the  Lease,  the  instrument  used  to effect such sale or transfer shall be
promptly  recorded, a duplicate original or certified copy thereof together with
the recording data shall be served upon Landlord within 10 days after the return
thereof from the office of recording and such instrument otherwise complies with
3.11.3(d).
     (c)  This Mortgage and all rights hereunder (except with respect to payment
and  use  of  insurance  proceeds  and  condemnation  awards  to  restore  the
improvements  after  casualty  or  condemnation)  are  and  shall be subject and
subordinate  to  the lien of any fee mortgage held by an Institutional Lender or
any  Purchase  Money Mortgage to which the Lease is or may be subordinate on the
express  condition,  however,  that  the holder of the fee mortgage and Landlord
shall  have  complied  with  all  requirements of the Lease with respect to such
subordination.  The  holder  hereof  shall,  within  30  days after receipt of a
request therefor, at any time, execute, acknowledge, and deliver to Landlord, at
the  expense  of  Mortgagor but without expense to Landlord, any instrument that
may  be  necessary or proper to confirm the subordination of this instrument and
certain  rights  hereunder  (subject to the limitations and conditions set forth
above)  to  the  lien  of  any  such fee mortgage and any renewal, modification,
consolidation,  replacement,  or  extension  thereof, or of any future mortgage,
and,  if  the  holder hereof shall fail at any time to execute, acknowledge, and
deliver  any  such  subordination instrument within 30 days after receipt of the
request therefor, Landlord, in addition to any other remedies available to it in
consequence  thereof,  may  execute,  acknowledge,  and  deliver the same as the
attorney-in-fact  of  the  holder thereof and in his name, place, and stead, and
the  holder  hereof  appoints  Landlord  such  attorney-in-fact for that purpose
subject  to  the  limitations  and  conditions set forth above and in the Lease.
Such  appointment  is  irrevocable  as  coupled  with  an  interest.
     (d)  This  Mortgage  is  executed  and delivered upon the condition that no
party  shall acquire any interest in the Lease in which a lien is hereby granted
unless:  [i]  the  provisions  of  3.11.3(b)  have  been complied with; [ii] the
instrument  transferring  such  interest  obligates  such  party  to perform and
observe  the  covenants  and conditions in the Lease required to be performed by
Mortgagor;  [iii]  such  instrument  is  executed  by  such  party in the manner
required to entitle a deed to recordation; and [iv] before such party shall take
possession  of  the  leased  property  an  executed  copy  of  such transfer and
assumption shall be delivered to Landlord.  If this Mortgage shall be held by an
Institutional  Lender  (as  defined in  3.11.3(a)) and such Institutional Lender
shall acquire Mortgagor's interest in the Lease as a result of a sale under this
Mortgage pursuant to a judgment of foreclosure and sale, or through any transfer
in  lieu  of foreclosure, or through settlement of or arising out of any pending
or  contemplated  foreclosure  action,  such Institutional Lender shall have the
privilege  of  transferring  its  interest in the Lease to a nominee or a wholly
owned  subsidiary  corporation  without the prior consent of Landlord, provided,
however,  such  transferee shall comply with [i], [ii], [iii] and [iv]above, and
such  Institutional  Lender shall be relieved of any further liability under the
Lease from and after such transfer.  Such Institutional Lender or the nominee or
wholly  owned subsidiary corporation to which it may have transferred the Lease,
or any other Institutional Lender which may at any time acquire the Lease, shall
be  relieved  of any further liability under the Lease from and after a transfer
by  it  of  the  Lease.
3.11.4     No  Consent.  Nothing  in  this  3.11 shall be construed to mean that
           -----------
Mortgagee  consents  to  any lien prior to the lien of this Mortgage.  Mortgagee
consents  only  to  the  Permitted  Exceptions.
3.12     Advances  and  Default  Rate.  Any  payment  made  by  Mortgagee  that
         ----------------------------
Mortgagee  has  the  right  to  make under any term of this Mortgage (except for
payments  from  Funds  for  which  Funds  have  been deposited by Mortgagor) and
expenses  incurred and payments made by Mortgagee in taking action authorized by
this Mortgage shall be indebtedness of Mortgagor secured by this Mortgage, shall
be  payable  upon demand, shall bear interest at the Default Rate (as defined in
the  Note)  from  the  date  of disbursement, and shall be deemed advances under
subsections  2.1.3,  2.1.4  and  2.1.5.
3.13     Damage,  Destruction  and  Rebuilding.  The  following provisions shall
         -------------------------------------
apply  except  as  otherwise  set  forth  in  the  Lease:
3.13.1     Notice  of  Casualty.  If  the  Real  Property shall be destroyed, in
           --------------------
whole  or  in  part,  or damaged by fire, flood, windstorm or other casualty the
cost of repair of which exceeds $100,000.00 (a "Casualty"), Mortgagor shall give
written  notice  thereof  to  Mortgagee  within  three  business  days after the
occurrence of the Casualty.  Within 15 days after the occurrence of the Casualty
or  as  soon  thereafter  as such information is reasonably available, Mortgagor
shall  provide  the  following  information  to  Mortgagee:  [i] the date of the
Casualty;  [ii] the nature of the Casualty; [iii] a description of the damage or
destruction  caused  by  the Casualty including the type of property damaged and
the area of the Improvements damaged; [iv] a preliminary estimate of the cost to
repair,  rebuild,  restore  or  replace  the property or the Improvements; [v] a
preliminary  estimate  of  the  schedule  to  complete  the  repair, rebuilding,
restoration  or  replacement  of  the  property  or  the  Improvements;  [vi]  a
description  of  the  anticipated property insurance claim including the name of
the  insurer, the insurance coverage limits, the deductible amount, the expected
settlement  amount, and the expected settlement date; and [vii] a description of
the business interruption claim including the name of the insurer, the insurance
coverage  limits, the deductible amount, the expected settlement amount, and the
expected  settlement  date.  Within  five  business  days  after  request  from
Mortgagee, Mortgagor will provide Mortgagee with copies of all correspondence to
the  insurer  and  any  other  information  reasonably  requested  by Mortgagee.
3.13.2     Application of Insurance Proceeds.  Mortgagee may elect either to [i]
           ---------------------------------
require  the  Mortgagor  to  rebuild  or repair the property or the Improvements
according  to plans and specifications approved in writing by Mortgagee and upon
such  conditions  as  Mortgagee  may  reasonably  require; or [ii] apply the net
proceeds  of insurance against the Mortgagor's Obligations to be credited as set
forth  in  the  Note.  Notwithstanding the foregoing, if the amount of insurance
proceeds  does  not exceed $250,000.00 and there is no existing uncured Event of
Default  hereunder,  Mortgagor shall have the right to require that the proceeds
be applied to the restoration of the property or the Improvements which shall be
upon  such  conditions  as Mortgagee may require.  All net proceeds of insurance
policies  resulting  from claims for casualty to the Real Property, Improvements
or  any  element  thereof  shall be paid to and held by Mortgagee subject to the
provisions  of  this  Mortgage.
3.13.3     Repair.  In  the  event  Mortgagee elects to have the property or the
           ------
Improvements  rebuilt  or  repaired  [i]  the Mortgagor shall promptly repair or
rebuild  the  property  or the Improvements in a good and workmanlike manner, in
compliance  with  all  laws  and  regulations,  and in accordance with plans and
specifications,  construction  budget  and  construction  schedule  approved  by
Mortgagee;  and  [ii]  Mortgagee shall apply so much of the net proceeds of such
insurance  as  may  be necessary to pay or reimburse the costs of such repair or
rebuilding,  either  on  completion  thereof  or  as  the  work  progresses.
3.13.4     Insufficient  Proceeds.  If  the proceeds of any insurance settlement
           ----------------------
are not sufficient to pay the costs of such repair, rebuilding or restoration in
full,  Mortgagor  shall deposit with Mortgagee at Mortgagee's option, and within
10  days of Mortgagee's request, an amount sufficient in Mortgagee's judgment to
complete such repair, rebuilding or restoration.  Mortgagor shall not, by reason
of  the  deposit  or payment, be entitled to any reimbursement from Mortgagee or
diminution  in  or  postponement  of  the  payments  to  Mortgagee  on the Note.
3.13.5     No  Abatement;  Expenses.  Mortgagor's obligation to make payments on
           ------------------------
Mortgagor's Obligations shall not abate pending the repairs or rebuilding of the
property  or the Improvements.  Mortgagor shall pay the costs, expenses and fees
of  any  architect  or  engineer  employed  by Mortgagee to review any plans and
specifications  and  to  supervise  and approve the repairs or rebuilding of the
property  or  the  Improvements.
3.13.6     Not Trust Funds.  Notwithstanding anything herein or at law or equity
           ---------------
to  the  contrary,  none  of  the insurance proceeds paid to Mortgagee as herein
provided shall be deemed trust funds, and Mortgagee shall be entitled to dispose
of  such  proceeds  as  provided in this  3.13.  Mortgagor expressly assumes all
risk  of  loss,  including  a  decrease  in  the use, enjoyment or value, of the
Project  from  any  casualty  whatsoever,  whether  or  not insurable or insured
against.
3.14     Existence.  Mortgagor shall maintain its existence, unless, in the case
         ---------
of  a  merger or consolidation by Mortgagor, the surviving entity in such merger
has  a net worth immediately after the merger or consolidation at least equal to
that  of  the  Mortgagor  immediately  prior  thereto.
               ARTICLE 4:     TRANSFER OF THE PROPERTY; ASSUMPTION
4.1     Mortgagor's Successors.  This Mortgage shall be binding upon Mortgagor's
        ----------------------
successors  and  assigns  and  shall be binding upon and inure to the benefit of
Mortgagee  and its successors and assigns; however, Mortgagor may neither assign
Mortgagor's  rights  under  this  Mortgage nor delegate Mortgagor's duties under
this  Mortgage  without  the  express  written  consent  of  Mortgagee.
4.2     No  Transfer.  Mortgagor  shall  not  sell,  lease,  grant  a lien on or
        ------------
security  interest  in, or otherwise transfer or encumber all or any part of the
Property  or  any legal or equitable interests therein without the prior written
consent  of  Mortgagee,  or  transfers  made in accordance with the terms of the
Lease,  if  any.
4.3     No  Release  of  Mortgagor.  No  sale,  transfer,  or encumbrance of the
        --------------------------
Property  or  of  Mortgagor's  rights  under  this  Mortgage and the Note and no
delegation  of  Mortgagor's  obligations  under  this  Mortgage  or  any  other
Mortgagor's  Obligations  shall  release  Mortgagor  from  liability  for  any
Mortgagor's  Obligations  unless:  [i]  Mortgagee and such transferee or delegee
agree  in  writing  that such transferee or delegee is satisfactory to Mortgagee
and  that  such  transferee or delegee shall perform Mortgagor's Obligations and
pay  such interest thereon as Mortgagee may request, and [ii] Mortgagee delivers
to  Mortgagor  a  written  release.
                         ARTICLE 5:     LEASES AND RENTS
5.1     Assignment  of  Rents.  Mortgagor  hereby  authorizes  Mortgagee  or
        ---------------------
Mortgagee's  agents  to  collect the Rents and hereby directs each tenant of the
        -
Property to pay the Rents to Mortgagee or Mortgagee's agents; provided, however,
that  prior  to the occurrence and continuance of an Event of Default under this
Mortgage,  Mortgagor  shall  collect  and  receive  all Rents as trustee for the
benefit  of  Mortgagee  and Mortgagor, shall apply the Rents so collected to the
amount  then  due  and payable under this Mortgage with a balance, so long as no
Event of Default has occurred and is continuing, to the account of Mortgagor, it
being  intended  by  Mortgagor  and  Mortgagee  that  this  assignment  of Rents
constitutes an absolute assignment and not an assignment for additional security
only.  Upon the occurrence of an Event of Default and during the continuance and
without the necessity of Mortgagee entering upon and taking and maintaining full
control  of  the  Property in person, by agent or by a receiver, Mortgagee shall
immediately  be  entitled  to possession of all Rents as the same become due and
payable,  including  but not limited to, Rents then due and unpaid, and all such
Rents  shall  immediately  upon delivery be held by Mortgagor as trustee for the
benefit  of Mortgagee only.  Mortgagor agrees that after an Event of Default has
occurred,  each  tenant  of  the  Property  shall pay such Rents to Mortgagee or
Mortgagee's  agent  on  Mortgagee's  written  demand  to  each  tenant therefor,
delivered  to  each  tenant  personally or by mail, without any liability on the
part  of  said  tenant  to  inquire  further as to the existence of a default by
Mortgagor.  Mortgagor hereby covenants that Mortgagor has not executed any prior
assignment  of Rents, that Mortgagor has not performed, and will not perform any
acts  which  would  prevent  Mortgagee  from  exercising  its  rights under this
section.  Mortgagor  covenants  that  Mortgagor  will  not  hereafter collect or
accept  payment  of any Rents more than one month prior to the due dates of such
Rents  nor  (excepting  payment  of  arrears) in an amount referable to a period
exceeding  one  month.  Mortgagor  further covenants that Mortgagor will execute
and deliver to Mortgagee such further assignments of Rents as Mortgagee may from
time  to  time  request.
5.2     Compliance  with  Leases.  Mortgagor  shall  comply  with all Leases and
        ------------------------
shall  notify  Mortgagee  if  Mortgagor is unable to do so or determines that it
will be unable to do so for any significant terms.  Mortgagee may do whatever it
determines  is  necessary  to insure that all Leases continue in effect whenever
Mortgagee  determines  that  Mortgagor  is  or  may  be  unable  to  perform any
significant  term  of  the  Leases.
5.3     Modification of Leases.  Mortgagor shall not materially amend, modify or
        ----------------------
cancel the Lease nor significantly change the terms of any other Lease and shall
not  materially  reduce any rent (other than rent payable by Mortgagor under the
Lease)  without  the  prior  written consent of Mortgagee.  Without limiting the
foregoing,  if  a petition in bankruptcy is filed by or against Landlord and the
Lease  is rejected by Landlord pursuant to such bankruptcy proceeding, Mortgagor
shall  have no right to treat the Lease as terminated pursuant to such rejection
without  the  prior  written  consent  of  Mortgagee.
5.4     No  Delegation  of Mortgagor's Duties and Indemnity.  Mortgagor does not
        ---------------------------------------------------
hereby  delegate  to Mortgagee Mortgagor's duties under the Leases and Mortgagee
shall  not  be  obligated  to  discharge such duties.  Mortgagor shall indemnify
Mortgagee  and hold it harmless from all claims, regardless of merit, in any way
arising  out  of  the  Leases  and the assignment to Mortgagee of the Leases and
Rents  and  any  expenses related to such claims, including, without limitation,
reasonable  attorneys' fees.  Mortgagor shall reimburse Mortgagee for any claims
paid  or  reasonable  expenses  incurred  by  Mortgagee  which  fall  within the
preceding  indemnity  immediately  upon  demand.
5.5     Subordination  of  Leases.  All  Leases  and  the  rights  of  tenants
        -------------------------
thereunder  shall  be subordinate to the lien of this Mortgage and to all terms,
        -
conditions  and provisions hereof, and to any renewal, consolidation, extension,
modification  or  replacement  hereof,  and  every  Lease shall provide for such
subordination  therein.
5.6     Attornment.  The  tenant  of any Lease shall attorn to anyone, including
        ----------
Mortgagee,  who  acquires  the  lessor's  interest in the Lease and the Property
("Purchaser"),  whether  by  foreclosure  sale  or  otherwise.  The  tenant's
attornment shall be effective immediately upon the Purchaser's succession to the
lessor's  interest  and  the Lease shall continue in effect between Purchaser as
lessor  and  the  tenant  without any further act of Purchaser, Mortgagee or the
tenant.  Purchaser  shall  have no liability for any act, omission or obligation
of the previous lessor.  Except as otherwise set forth in the Lease, every Lease
shall  provide  for  such  attornment  therein.
5.7     Notice  of Lease Default.  If at any time Mortgagor receives notice of a
        ------------------------
default,  breach, termination or claim of eviction (actual or constructive) from
Landlord  under  the  Lease  or from any tenant under any other Lease, Mortgagor
shall  deliver a copy of such notice to Mortgagee within two business days after
Mortgagor's receipt of such notice; provided, however, this  5.7 shall not apply
at  any  time  that  Mortgagee  and  Landlord  are  the  same  party.
                ARTICLE 6:     DEFAULT, ACCELERATION AND REMEDIES
6.1     Event  of  Default.  Any  one  or  more  of  the  following events shall
        ------------------
constitute  an  "Event  of  Default"  hereunder:
6.1.1     Mortgagor  fails  to  pay  any  installment  on  the Note or any other
monetary obligation payable by Mortgagor under the Loan Documents within 10 days
after  such  payment  is  due.
6.1.2     Mortgagor fails to comply with any covenant set forth in  3.14 hereof.
6.1.3     Mortgagor  fails  to observe and perform any other covenant, condition
or  agreement under the Loan Documents to be performed by Mortgagor and [i] such
failure  continues for a period of 30 days after written notice thereof is given
to  the  Mortgagor by the Mortgagee; or [ii] if, by reason of the nature of such
default  the same cannot be remedied within the said 30 days, Mortgagor fails to
proceed with diligence reasonably satisfactory to Mortgagee after receipt of the
notice  to  cure the same or, in any event, fails to cure such default within 60
days  after  receipt of the notice.  The foregoing notice and cure provisions do
not  apply to any Event of Default otherwise specifically described in any other
subsection  of  6.1.1.
6.1.4     [i]  The  filing  by  Mortgagor  of  a petition under 11 U.S.C. or the
commencement  of  a  bankruptcy  or  similar  proceeding  by Mortgagor: [ii] the
failure  by  Mortgagor  within  60  days  to  dismiss  an involuntary bankruptcy
petition  or  other  commencement  of  a  bankruptcy,  reorganization or similar
proceeding  against  Mortgagor, or to lift or stay any execution, garnishment or
attachment  of  such  consequences  as  will  impair its ability to carry on its
operation  at a Facility; [iii] the entry of an order for relief under 11 U.S.C.
in respect of Mortgagor; [iv] any assignment by Mortgagor for the benefit of its
creditors;  [v] the entry by Mortgagor into an agreement of composition with its
creditors;  [vi] the approval by a court of competent jurisdiction of a petition
applicable  to  Mortgagor  in  any  proceeding for its reorganization instituted
under  the  provisions of any state or federal bankruptcy, insolvency or similar
laws;  or  [vii]  appointment  by  final order, judgment or decree of a court of
competent jurisdiction of a receiver of the whole or any substantial part of the
properties  of  Mortgagor (provided such receiver shall not have been removed or
discharged  within  60  days  of  the  date  of  his  qualification).
6.1.5     [i]  Any  receiver,  administrator,  custodian  or  other person takes
possession or control of all or part of any Facility and continues in possession
for  60  days; [ii] any writ against all or part of any Facility is not released
within  60 days; [iii] any final judgment is rendered against all or part of any
Facility or Mortgagor which affects all or part of a Facility for the payment of
money  in  excess  of  $250,000.00  (exclusive  of  judgment  amounts covered by
insurance)  which  is  undismissed  for 60 days (except as otherwise provided in
this  Agreement)  or such longer period during which execution of the same shall
have  been  stayed,  appealed  therefrom  and  cause the execution thereof to be
stayed  during  such  appeal;  [iv]  all  or a substantial part of the assets of
Mortgagor  are attached, seized, subjected to a writ or distress warrant, or are
levied  upon, or come into the possession of any receiver, trustee, custodian or
assignee  for  the benefit of creditors and are not released within 60 days; [v]
Mortgagor  is enjoined, restrained or in any way prevented by court order or any
proceeding  is  filed  or  commenced  seeking  to enjoin, restrain or in any way
prevent  Mortgagor  from conducting all or a substantial part of its business or
affairs;  or  [vi]  except  as  otherwise permitted hereunder, a final notice of
lien, levy or assessment is filed of record with respect to all or any part of a
Facility  and  is  not  dismissed  within  30  days.
6.1.6     Any  material representation or warranty made by Mortgagor in the Loan
Documents,  any  security for the Loan, or any report, certificate, application,
financial  statement  or other instrument furnished by Mortgagor pursuant hereto
or  thereto  shall  prove  to  be false, misleading or incorrect in any material
respect  as  of  the  date  made.
6.1.7     Mortgagor  defaults  on any indebtedness or obligation to Mortgagee or
Landlord  including, but not limited to the Leases, any agreement with Mortgagee
or  Landlord,  which  is  not  cured  within  any  applicable cure period.  This
provision  applies  to all such indebtedness, obligations and agreements as they
may  be  amended,  modified,  extended  or  renewed  from  time  to  time.
6.1.8     An  Event  of  Default  under any loan shown as a Permitted Exception.
6.2     Rights and Remedies Upon Default.  Whenever any Event of Default occurs,
        --------------------------------
Mortgagee  may take any one or more of the following remedial steps concurrently
or  successively  in addition to any other remedies under the Loan Documents, at
law  or  in  equity,  to  the  extent  permitted  by  applicable  law.
6.2.1     The  Secured Obligations shall be immediately due and payable, without
presentment of any kind, demand, notice of dishonor, protest, notice of default,
notice  of  intention to accelerate maturity, notice of acceleration of maturity
or  other  notice  of  any  kind,  all  of  which  Mortgagor  hereby  waives.
6.2.2     Mortgagee  may  enter and take possession of the Real Property without
terminating this Mortgage, and complete construction of the Improvements (or any
part thereof) and perform the obligations of Mortgagor under the Loan Documents.
6.2.3     To  the  extent permitted by law and in accordance with all applicable
law,  Mortgagee  may  exercise  its  power  of  sale.
6.2.4     Mortgagee  may foreclose this Mortgage or accept delivery of a deed in
lieu  of  foreclosure.  In  any foreclosure or sale, Mortgagee shall be under no
obligation  either  to  marshal  any  assets  of the Mortgagor or to marshal any
portions  of  the  Property.
6.2.5     Mortgagee  may  sue  Mortgagor directly to collect any monies then due
and  may  take  any  action at law or equity (including bringing an action for a
mandatory  injunction,  restraining  order  or  specific performance) to enforce
performance  of  Mortgagor's  Obligations.
6.2.6     For  any  security  in which no interest arises under real estate law,
Mortgagee may exercise its rights as a secured party under Article 9.  Mortgagor
agrees  that  a  commercially  reasonable  manner of disposition of the Property
subject  to security interests under Article 9 shall include, without limitation
and  at  the  option of Mortgagee, the sale of the Property in whole or in part,
concurrently  with  the  foreclosure sale of the Property in accordance with the
provisions  of  this  Mortgage.
6.2.7     Mortgagee  may  terminate  its  obligation  to disburse loan proceeds.
6.2.8     Mortgagee  may,  and is hereby authorized by Mortgagor, at any time or
from  time  to  time,  to  the  fullest extent permitted by law, without advance
notice  to  Mortgagor  (any  such notice being expressly waived by Mortgagor) to
set-off  and  apply  any  and  all  sums  held by Mortgagee, any indebtedness of
Mortgagee  to  Mortgagor,  any  and  all  claims by Mortgagor against Mortgagee,
against  any obligations of Mortgagor hereunder, and against claims by Mortgagee
against  Mortgagor,  whether  or not such obligations or claims of Mortgagor are
matured and whether or not Mortgagee has exercised any other remedies hereunder.
6.2.9     In any action or proceeding to foreclose this Mortgage, or upon actual
or  threatened  waste  to any part of the Property, Mortgagee may apply, without
notice  to  Mortgagor,  for  the  appointment  of a receiver ("Receiver") of the
business conducted by Mortgagor on the Real Property.  Unless prohibited by law,
such  appointment  may  be  made  either  before  or after sale, without notice,
without  regard  to  the  solvency  or  insolvency  of  Mortgagor at the time of
application  for  such  Receiver  and  without  regard  to the then value of the
Property,  and  Mortgagee may be appointed as Receiver.  The Receiver shall have
the  power to collect the rents, issues and profits of the business conducted by
Mortgagor  on  the  Real Property during the pendency of the foreclosure and, in
case  of  a  sale and deficiency during the full statutory period of redemption,
whether  there be redemption or not, as well as during any future times, if any,
when  Mortgagor, except for the intervention of such Receiver, would be entitled
to  collect  such  rents,  issues and profits, and all other powers which may be
necessary  or  are  usual in such cases for the protection, possession, control,
management  and  operation  of  the  business conducted by Mortgagor on the Real
Property during the whole of said proceeding.  All sums of money received by the
Receiver  from  such  rents and income, after deducting therefrom the reasonable
charges  and  expenses  paid  or  incurred in connection with the collection and
disbursement thereof, shall be applied to the payment of the Secured Obligations
or  applied to remedy any default hereunder as Mortgagee may direct.  Mortgagor,
if  requested  to do so, will consent to the appointment of any such Receiver as
aforesaid.
6.2.10     Mortgagee  may obtain control over and collect all accounts, contract
rights,  instruments,  documents,  or  chattel  paper  of Mortgagor now owned or
existing  or  hereafter  arising  or  acquired (the "Receivables") and apply the
proceeds  of  the  collections to satisfaction of the Secured Obligations unless
prohibited by law.  Mortgagor appoints Mortgagee or its designee as attorney for
Mortgagor  with powers [i] to receive, to indorse, to sign and/or to deliver, in
Mortgagor's  name  or  Mortgagee's  name,  any and all checks, drafts, and other
instruments  for  the payment of money relating to the Receivables, and to waive
demand,  presentment,  notice  of  dishonor,  protest, and any other notice with
respect  to any such instrument; [ii] to sign Mortgagor's name on any invoice or
bill  of  lading  relating  to  any  Receivable, drafts against account debtors,
assignments  and  verifications  of Receivables, and notices to account debtors;
[iii] to send verifications of Receivables to any account debtor; and [iv] to do
all other acts and things necessary to carry out this Mortgage.  Mortgagee shall
not  be  liable for any omissions, commis-sions, errors of judgment, or mistakes
in  fact or law made in the exercise of any such powers.  At Mortgagee's option,
Mortgagor  shall [i] provide Mortgagee a full accounting of all amounts received
on  account of Receivables with such frequency and in such form as Mortgagee may
require,  either  with  or  without  applying  all collections on Receivables in
payment  of  Mortgagor's Obligations secured hereby or [ii] deliver to Mortgagee
on  the  day  of  receipt  all  such  collections  in the form received and duly
indorsed  by  Mortgagor.  At  Mortgagee's request, Mortgagor shall institute any
action  or  enter into any settlement determined by Mortgagee to be necessary to
obtain  recovery  or  redress from any account debtor in default of Receivables.
Mortgagee  may give notice of its security interest in the Receivables to any or
all  account  debtors  with  instructions  to  make  all payments on Receivables
directly  to  Mortgagee,  thereby  terminating  Mortgagor's authority to collect
Receivables.  After  terminating  Mortgagor's  authority  to  enforce or collect
Receivables,  Mortgagee  shall  have  the right to take possession of any or all
Receivables  and  records  thereof  and  is hereby authorized to do so, and only
Mortgagee shall have the right to collect and enforce the Receivables.  Prior to
the  occurrence  of an Event of Default, at Mortgagor's cost and expense, but on
behalf  of  Mortgagee  and  for  Mortgagee's account, Mortgagor shall collect or
otherwise  enforce  all  amounts  unpaid  on  Receivables  and  hold  all  such
collections in trust for Mortgagee, but Mortgagor may commingle such collections
with  Mortgagor's  own  funds,  until  Mortgagor's  authority  to do so has been
terminated,  which  may be done only after an Event of Default.  Notwithstanding
any  other  provision  hereof,  Mortgagee  does  not  assume  any of Mortgagor's
obligations  under any Receivable, and Mortgagee shall not be responsible in any
way for the performance of any of the terms and conditions thereof by Mortgagor.
6.2.11     Mortgagee  may  take  any other action which Mortgagee is entitled to
take  under  any  law,  equity,  or  the  Loan  Documents
6.2.12     Mortgagee  may,  at  its option, but without any obligation so to do,
and  without  waiving  or  releasing  Mortgagor  from  any of the agreements and
covenants  in  the  Loan  Documents, pay any sum or perform any act or take such
action as Mortgagee may deem necessary or desirable in order to protect the lien
of this Mortgage, the Property or otherwise in the sole discretion of Mortgagee.
Mortgagor  hereby  grants  to  Mortgagee,  and agrees that Mortgagee shall have,
after  the  occurrence  of  one  or  more  Events  of  Default, the absolute and
immediate  right  to  enter in and upon the Real Property or any part thereof to
such  extent  and as often as Mortgagee, in its sole discretion, deems necessary
or  desirable for such purpose.  Mortgagee may pay and expend such sums of money
as  it  may,  in  its  sole  discretion,  deem necessary for the purposes stated
herein.  Mortgagor  hereby  agrees to pay to Mortgagee, on demand, all such sums
so  paid  or expended by Mortgagee, together with interest thereon from the date
of  each  such payment or expenditure at the default rate specified in the Note.
6.3     Sale  of  Property.  The  following  provisions apply to any sale of the
        ------------------
Property  pursuant  to  this  Article  6 or pursuant to any judicial proceeding.
6.3.1     Receipt  Sufficient Discharge for Purchaser.  The receipt of the court
          -------------------------------------------
officer  or other person conducting any such sale for the purchase money paid at
any  such  sale  shall  be  sufficient discharge thereof to any purchaser of the
Property,  or  any  part  thereof,  sold as aforesaid.  No such purchaser or his
representatives,  grantees  or  assigns,  after  paying  such purchase money and
receiving  such  receipt,  shall  be  bound  to  see  to the application of such
purchase  money  upon or for purpose of this Mortgage, or shall be answerable in
any  matter  whatsoever  for  any loss, misapplication or non-application of any
such  purchase  money or any part thereof, nor shall any such purchaser be bound
to  inquire  as  to  the  necessity  or  expediency  of  any  such  sale.
6.3.2     Mortgagee's Purchase of Property.  Mortgagee or any holder of the Note
          --------------------------------
may  bid  for and purchase the Property being sold, and upon compliance with the
terms of sale, Mortgagee or any holder of the Note may hold, retain, possess and
dispose  of  such  Property  in  its  own  absolute  right  without  further
accountability.
6.3.3     Application  of  Proceeds of Sale.  Unless Mortgagee elects otherwise,
          ---------------------------------
the purchase money or proceeds of any such sale shall be applied:  first, to all
charges,  expenses  and  fees  payable  by  Mortgagor  under the Loan Documents,
including  all  attorney's  fees,  Receiver's  fees and other costs and expenses
incurred  by  Mortgagee,  with interest thereon at the default rate specified in
the  Note;  second,  to  all  unpaid  interest  accrued  on  any  of the Secured
Obligations;  third,  to  the  principal  amount  outstanding  of  the  Secured
Obligations;  and  the  balance,  if  any,  to  Mortgagor.
6.3.4     No  Defense;  Waiver.  Failure to join or to provide notice to tenants
          --------------------
under  any  Leases as defendants in any foreclosure action or suit shall not [i]
constitute a defense to such foreclosure; [ii] preclude Mortgagee from obtaining
a  deficiency  judgment  or  otherwise reduce or diminish the amount of any such
judgment  in  any  manner  whatsoever;  or  [iii]  give  rise  to  any claims by
Mortgagor, or any person claiming through or under Mortgagor, against Mortgagee.
Upon  the  request  of  Mortgagee and to the extent not prohibited by applicable
law,  Mortgagor  shall  execute  and  file with the clerk of the court a legally
sufficient  waiver of any statutory waiting period with respect to the execution
of  a  judgment  obtained  by  Mortgagee  in  connection  with  any  foreclosure
proceedings.  The  obligations  of  Mortgagor to so execute and file such waiver
shall  survive  the  termination  of  this  Mortgage.
6.3.5     Value of Property.  At any judicial or other sale of the Property, the
          -----------------
purchase  price  paid for the Property by Mortgagee or any other purchaser shall
be  conclusive evidence of the value of the Property and Mortgagee shall have an
absolute  right  to  obtain  a  deficiency judgment of all amounts due under the
Secured  Obligations  in excess of the amount of such purchase price.  Mortgagor
waives  the  right  to  contest  the value of the Property through appraisals or
otherwise.
                          ARTICLE 7:     MISCELLANEOUS
7.1     Advances  by  Mortgagee.  At  any  time and from time to time during the
        -----------------------
term  of  this  Mortgage, Mortgagee may incur and/or pay and/or advance costs or
expenses:  [i]  incurred  or advanced by Mortgagee which Mortgagee is authorized
or  has  the  right  (but  not necessarily the obligation) to incur or may incur
under any term of any Loan Document or any law; [ii] of whatever nature incurred
or  advanced by Mortgagee in exercising any right or remedy provided by any term
of  any  Loan  Document or in taking any action which Mortgagee is authorized to
take by any term of any Loan Document; [iii] required to be paid by Mortgagor by
any  term of any Loan Document, but which Mortgagor fails to pay upon demand; or
[iv]  any  and  all  costs and expenses from which Mortgagor is required to hold
Mortgagee  harmless  by  any term of any Loan Document, but from which Mortgagor
fails  to  hold Mortgagee harmless.  Any reasonable costs, expenses, or advances
incurred  or  paid  by Mortgagee shall become part of the loan and, upon demand,
shall  be  paid  to Mortgagee together with interest thereon at the default rate
specified  in  the  Note from the date of disbursement by Mortgagee.  Payment of
such  costs,  expenses,  or  advances  shall  be  secured  by  this  Mortgage.
7.2     Power  of  Attorney.  Except  as  otherwise  set  forth  in  the  Lease,
        -------------------
Mortgagor  hereby  irrevocably  and  unconditionally  appoints  Mortgagee,  or
Mortgagee's authorized officer, agent, employee or designee, as Mortgagor's true
and  lawful  attorney-in-fact,  to act for Mortgagor in Mortgagor's name, place,
and  stead,  to  execute,  deliver and file [i] all applications and any and all
other necessary documents and instruments in order to convey the Property in fee
simple  to  any  purchaser  upon foreclosure sale of the Property, to effect the
issuance,  transfer,  reinstatement,  renewal  and/or  extension  of any and all
certificates  of need, licenses, and other governmental authorizations issued to
Mortgagor in connection with Mortgagor's operation of the Property to permit any
transferee  to operate the Property under such governmental authorizations; [ii]
financing  statements  and  continuation  statements with such filing offices as
Mortgagee  deems  necessary  or  desirable  to  further  evidence  and  perfect
Mortgagee's  security  interest  in  the  personal  property  collateral granted
pursuant  to  this  Mortgage  Instrument; and [iii] to do any and all other acts
incidental  to  any of the foregoing.  Mortgagor irrevocably and unconditionally
grants  to  Mortgagee as its attorney-in-fact full power and authority to do and
perform  every act necessary and proper to be done in the exercise of any of the
foregoing  powers  as fully as Mortgagor might or could do if personally present
or  acting, with full power of substitution, hereby ratifying and confirming all
that said attorney shall lawfully do or cause to be done by virtue hereof.  This
power  of  attorney  is coupled with an interest and is irrevocable prior to the
full  performance  of  Mortgagor's  Obligations.  Except  in  the  case  of  an
emergency,  Mortgagee  shall  give  Mortgagor  three business days prior written
notice  before acting on behalf of Mortgagor pursuant to this power of attorney.
7.3     Attorney's  Fees and Expenses.  Mortgagor shall pay all reasonable costs
        -----------------------------
and  expenses incurred by Mortgagee in administering the Secured Obligations and
all  collateral for the Secured Obligations, enforcing or preserving Mortgagee's
rights  under  the Note, this Mortgage, any guaranty of Mortgagor's Obligations,
and  all  other Loan Documents, and in all matters of collection, whether or not
an  Event  of  Default has actually occurred or has been declared and thereafter
cured,  including  but  not limited to, [i] the fees, expenses, and costs of any
litigation,  receivership,  administrative,  bankruptcy,  insolvency  or  other
similar  proceeding;  [ii]  attorney and paralegal fees and disbursements; [iii]
the expenses of Mortgagee and its employees, agents, attorneys, and witnesses in
preparing  for  litigation,  administrative,  bankruptcy,  insolvency  or  other
proceedings  and  for  lodging,  travel  and  attendance  at meetings, hearings,
depositions,  and  trials  in  connection  therewith;  [iv] court costs; and [v]
consulting  and  witness  fees  and expenses incurred by Mortgagee in connection
with  any  such proceedings.  All such costs, charges and fees as incurred shall
be  deemed to be secured by this Mortgage and collectible out of the proceeds of
this  Mortgage  in  any  manner  permitted  by  law  or  by  this  Mortgage.
7.4     Construction  of  Rights  and Remedies and Waiver of Notice and Consent.
        -----------------------------------------------------------------------
7.4.1     The  provisions  of  this  part  7.4  shall  apply  to  all rights and
remedies  provided  by  this  Mortgage or any Loan Document or by law or equity.
7.4.2     Waiver of Notices and Consent to Remedies.  Unless otherwise expressly
          ------------------------------------------
provided  herein  or  in  the  other  Loan Documents, any right or remedy may be
pursued  without  notice  to  or  further  consent  of  Mortgagor, both of which
Mortgagor  waives.
7.4.3     Each  right  or  remedy  under the Loan Documents is distinct from but
cumulative  to each other right or remedy and may be exercised independently of,
concurrently  with,  or  successively  to  any  other  rights  and  remedies.
7.4.4     No  extension  of time for or modification of amortization of the loan
shall  release  the  liability  or  bar  the availability of any right or remedy
against  Mortgagor  or  any  successor  in  interest, and Mortgagee shall not be
required to commence proceedings against Mortgagor or any successor or to extend
time for payment or otherwise to modify amortization of the loan secured by this
Mortgage  by  reason  of  any  demand  by  Mortgagor  or  any  successor.
7.4.5     Mortgagee  has  the  right  to  proceed  at  its  election against all
security or against any item or items of such security from time to time, and no
action  against  any  item  or  items  of  security shall bar subsequent actions
against  any  item  or  items  of  security.
7.4.6     No  forbearance  in  exercising any right or remedy shall operate as a
waiver  thereof;  no forbearance in exercising any right or remedy on any one or
more  occasion shall operate as a waiver thereof on any further occasion; and no
single  or  partial  exercise  of  any  right or remedy shall preclude any other
exercise  thereof  or  the  exercise  of  any  other  right  or  remedy.
7.4.7     Failure  by  Mortgagee to insist upon the strict performance of any of
the  covenants  and  agreements  herein  set  forth or to exercise any rights or
remedies upon default by Mortgagor hereunder shall not be considered or taken as
a  waiver  or  relinquishment  for the future of the right to insist upon and to
enforce  by  mandamus  or  other  appropriate  legal  or equitable remedy strict
compliance  by  Mortgagor with all of the covenants and conditions hereof, or of
the rights to exercise any such rights or remedies, if such default by Mortgagor
is  continued or repeated, or of the right to recover possession of the Property
by  reason  thereof.  To  the  extent  permitted by law, any two or more of such
rights  or  remedies  may  be  exercised  at  the  same  time.
7.4.8     If  any  covenant  or  agreement  contained  in  any  Loan Document is
breached  by  Mortgagor and thereafter waived by Mortgagee, such waiver shall be
limited  to the particular breach so waived and shall not be deemed to waive any
other  breach hereunder.  No waiver shall be binding unless it is in writing and
signed  by Mortgagee.  No course of dealing between Mortgagee and Mortgagor, nor
any  delay  or  omission on the part of Mortgagee in exercising any rights under
any  of  the  Loan  Documents,  shall  operate  as  a  waiver.
7.4.9     Pursuant  to  this  Mortgage,  Mortgagor  has  granted  to Mortgagee a
security interest in the personal property and Fixtures comprising a part of the
Property to further secure the Secured Obligations.  Mortgagor hereby authorizes
Mortgagee  to  file  financing  and continuation statements with respect to such
collateral  (including Fixtures) in which Mortgagor has an interest, without the
signature  of  Mortgagor  whenever  lawful,  and  upon  request, Mortgagor shall
promptly  execute  financing and continuation statements in form satisfactory to
Mortgagee  to  perfect  and  maintain perfected Mortgagee's security interest in
such  collateral,  and  shall  pay  all filing fees in connection therewith.  If
Mortgagor  fails  to execute any such statement pursuant to Mortgagee's request,
Mortgagee may execute such statement as Mortgagor's attorney-in-fact pursuant to
the  power of attorney made by Mortgagor under  7.2 hereof.  In the event of the
occurrence  of  one  or  more  Events  of  Default,  Mortgagee,  pursuant to the
applicable  provision  of  Article  9, shall have the option of proceeding as to
both  real  and  personal property in accordance with its rights and remedies in
respect  of  the  Property,  in  which event the default provisions of Article 9
shall  not  apply.  The  parties  agree  that  in  the event Mortgagee elects to
proceed  with  respect  to collateral constituting personal property or Fixtures
separately  from  the  other  Property,  the  giving  of  five  days'  notice by
Mortgagee,  sent  by an overnight mail service, postage prepaid, to Mortgagor at
its  address  referred  to in the introductory paragraph herein, designating the
place  and  time  of any public sale or the time after which any private sale or
other  intended disposition of such collateral is to be made, shall be deemed to
be  reasonable notice thereof and Mortgagor waives any other notice with respect
thereto.
7.4.10     Mortgagor  and  any  other  person now or hereafter obligated for the
payment or performance of all or any part of the Note shall not be released from
paying and performing under the Note, and the lien of this Mortgage shall not be
affected by reason of [i] the failure of Mortgagee to comply with any request of
Mortgagor  (or  of  any  other person so obligated), to take action to foreclose
this  Mortgage or otherwise enforce any of the provisions of this Mortgage or of
any  of  the  Secured  Obligations,  or  [ii]  the  release,  regardless  of
consideration,  of  the  obligations  of  any  person  liable  for  payment  or
performance  of  the  Note,  or  any  part  thereof,  or  [iii] any agreement or
stipulation  extending  the  time of payment or modifying the terms of the Note,
and  in the event of such agreement or stipulation, Mortgagor and all such other
persons  shall  continue  to  be liable under such documents, as amended by such
agreement or stipulation, unless expressly released and discharged in writing by
Mortgagee.
7.4.11     Mortgagor,  for  itself  and  its  successors  and  assigns,  hereby
irrevocably waives and releases, to the extent permitted by law, and whether now
or hereafter in force, [i] the benefit of any and all valuation and appraisement
laws,  [ii]  any  right of redemption after the date of any sale of the Property
upon  foreclosure,  whether  statutory or otherwise, in respect of the Property,
[iii]  any  applicable  homestead  or  dower  laws,  and [iv] all exemption laws
whatsoever  and  all moratoriums, extensions or stay laws or rules, or orders of
court  in  the  nature  of  any  one  or  more  of  them.
7.4.12     Nothing  contained  in any of the Loan Documents shall constitute any
consent  or request by Mortgagee, express or implied, for the performance of any
labor  or  services  or  the  furnishing  of  any materials or other property in
respect  of  the  Property  or  any  part thereof, or be construed to permit the
making  of  any  claim  against Mortgagee in respect of labor or services or the
furnishing  of  any materials or other property or any claim that any lien based
on  the  performance  of  such  labor  or services or the furnishing of any such
materials  or  other  property  is  prior  to  the  lien  of  this  Mortgage.
7.5     Notices.  All  notices,  demands,  requests,  and  consents (hereinafter
        -------
"notices")  given  pursuant  to  the terms of this Mortgage shall be in writing,
shall  be  addressed to the addresses set forth in the introductory paragraph of
this  Mortgage  and shall be served by [i] personal delivery; [ii] United States
mail,  postage  prepaid;  or [iii] nationally recognized overnight courier.  All
notices  shall be deemed to be given upon the earlier of actual receipt or three
days after mailing or one business day after deposit with the overnight courier.
Any  notices  meeting  the  requirements  of  this  section  shall be effective,
regardless  of  whether  or  not actually received.  Mortgagee and Mortgagor may
change their notice address at any time by giving the other party written notice
of  such  change.
7.6     Amendment.  This  Mortgage  may  only  be amended by a writing signed by
        ---------
Mortgagee  and  Mortgagor.  All  references  to  this  Mortgage, whether in this
Mortgage  or in any other document or instrument, shall be deemed to incorporate
all  amendments,  modifications  and  renewals  of  this Mortgage made after the
Effective  Date.
7.7     Waivers  Relating  to  Financing.
        --------------------------------
7.7.1     Mortgagor  [i]  acknowledges that Mortgagee would not have extended to
Mortgagor  the credit giving rise to Secured Obligations (the "Credit") and will
not  continue to extend Credit to Mortgagor but for this Mortgage; [ii] warrants
that  Mortgagor  has  given  this  Mortgage to induce Mortgagee to extend and to
continue  to extend Credit to Mortgagor; [iii] agrees that Mortgagee may rely on
this  Mortgage  in  extending  future  Credit  to  Mortgagor; [iv] warrants that
Mortgagor  has  received  good and valuable consideration for this Mortgage; [v]
waives  acceptance  of this Mortgage; [vi] warrants that Mortgagor has not given
this  Mortgage  in  reliance  upon  the  existence  of any other security for or
guaranty  of the Secured Obligations or anyone liable for performing the Secured
Obligations  (collectively the "Security"); [vii] acknowledges receipt of notice
of  all  Credit  extended  before  this date; [viii] waives notice of any Credit
extended  after  this  date;  and  [ix]  waives  protest and any other notice of
failure  to pay any Credit or to perform any agreement relating to any Credit or
security  for  or  guaranty  of  the  Secured  Obligations.
7.7.2     Mortgagor  [i]  warrants  that  Mortgagor  has  not  relied  on  any
information  about  the Security, any mortgagor, or the Credit provided directly
or  indirectly  by  Mortgagee; [ii] warrants that Mortgagor is familiar with the
Security; [iii] warrants that Mortgagor has had ample opportunity to investigate
the  Security,  and  the  effect  that  the Credit will have; [iv] warrants that
Mortgagor  has  been  provided  all  information  concerning  the  Security that
Mortgagor  has  requested;  [v]  warrants  that  Mortgagor  has  had  adequate
opportunity  to  seek  and evaluate professional advice concerning the Security,
and this Mortgage from advisors of Mortgagor's choosing, including financial and
legal  advice;  [vi]  agrees  that  Mortgagor  shall not rely on any information
provided  by  Mortgagee about the Security, including any other mortgagor; [vii]
shall continue to investigate and evaluate the Security independently throughout
the  term  of  this  Mortgage;  and  [viii]  acknowledges  that Mortgagee has no
obligation  to  provide  Mortgagor  any  information  about  the  Security.
7.7.3     Without notice to or consent of Mortgagor, Mortgagee may do or refrain
from  doing  anything  affecting  any  Credit  or  any  Security  including  the
following:  [i]  granting  or  not granting any indulgences to anyone liable for
payment  of  any  Credit  or any Security; [ii] failing to get or to perfect any
Security;  [iii]  failing  to  get an enforceable agreement to repay any Credit;
[iv] releasing any Security or anyone or any property from liability for payment
of  any  Credit;  [v]  changing  any  agreement  relating  to  any Credit or any
Security;  [vi] extending the time for payment of any Credit including extending
the  time beyond the term of the notes or other documents evidencing the Secured
Obligations;  or [vii] delaying in enforcing or failing to enforce any rights to
payment  of  any  Credit  or  rights  against  any  Security.
7.7.4     Mortgagor's  obligations  under this Mortgage shall not be affected by
[i]  any  default in any document concerning any Secured Obligations or Security
when  accepted  by  Mortgagee  or  arising  anytime  thereafter;  [ii]  the
unenforceability  of  or  defect  in  any  Security  or document relating to any
Secured  Obligations;  [iii]  any decline in the value of any Security; or, [iv]
the  death, incompetence, insolvency, dissolution, liquidation, or winding up of
affairs  of  Mortgagor,  or  anyone  liable  for  any  Security  or  any Secured
Obligations or the start of insolvency proceedings by or against any such person
or  entity.
7.7.5     WAIVER  OF  SURETY'S  DEFENSES.  MORTGAGOR  WAIVES  ALL SURETYSHIP AND
          ------------------------------
OTHER  SIMILAR  DEFENSES.
                          ARTICLE 8:     INTERPRETATION
8.1     Captions.  The  captions and headings contained in this Mortgage are for
        --------
convenient  reference  only  and  are  not to be used to interpret or define the
provisions  hereof.
8.2     Severability.  If  any  provision  of  this  Mortgage or the application
        ------------
thereof  to  any  party  or circumstance shall, to any extent, be adjudged to be
invalid  or unenforceable, the remainder of this Mortgage and the application of
any  such  provision  to  other  parties  or circumstances shall not be affected
thereby,  and  each provision of this Mortgage shall be valid and enforceable to
the  fullest  extent  permitted  by  law.
8.3     Governing  Law.  This  Mortgage  and  the  rights and obligations of the
        --------------
parties  hereunder  shall  be  governed  by  and  construed  and  interpreted in
accordance  with  the  laws  of  the  state  where the Real Property is located.
8.4     Survival.  All  agreements, representations, and warranties contained in
        --------
this  Mortgage  shall  survive  the execution and delivery of this Mortgage, and
shall  be  deemed  to  be  effective  continuously  throughout  the term of this
Mortgage  Instrument.
                           ARTICLE 9:     CONSTRUCTION
9.1     No  Liability  for  Mortgagee.  Mortgagor hereby acknowledges and agrees
        -----------------------------
that  the  undertaking  of  Mortgagee under this Mortgage is limited as follows:
(a)     Mortgagee  is not and will not be in any way the agent for or trustee of
Mortgagor.  Mortgagee's  purpose  in making the requirements set forth herein is
to  protect  the  validity  and  priority  of this Mortgage and the value of its
security.
(b)     This  Mortgage  is not to be construed by Mortgagor or anyone furnishing
labor,  materials, or any other work or product for improving the Property as an
agreement  by  Mortgagee  to assure that anyone will be paid for furnishing such
labor,  materials,  or  any  other  work  or product.  Mortgagor is and shall be
solely  responsible  for  such  payments.
9.2     Conflict  with Lease.  For so long as Emeritus Corporation is the tenant
        --------------------
under  the  Lease, if there is any conflict between the terms and conditions set
forth  herein  and  the  Lease,  the  terms  of  the  Lease  shall  govern.
          NOW, THEREFORE, if Mortgagor shall pay Mortgagor's Obligations in full
and  shall  fully  comply  with this Mortgage, then this Mortgage and the estate
hereby  granted shall cease, and Mortgagee shall thereupon release this Mortgage
at  the  cost  and  expense of Mortgagor (all claims for statutory penalties, in
case  of  Mortgagee's  failure to release, being hereby waived); otherwise, this
Mortgage  shall  remain  in  full  force  and  effect.
            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>

          IN  WITNESS  WHEREOF,  this Mortgage has been duly executed as of (but
not  necessarily  on)  the  Effective  Date.
Signed  and  acknowledged  in  the  present  of:     EMERITUS  CORPORATION

                                   By:     /s/  William  Shorten
                                           ---------------------
Signature  /s/_Scott  Marshall          By:  William  Shorten
           --- ---------------             ------------------
Print  Name  Scott  Marshall
             ---------------
     Title:

Signature  /s/  Howard  Kang
           -----------------
Print  Name  Howard  Kang
             ------------



STATE  OF  WASHINGTON     )
     )  SS:
COUNTY  OF  KING     )

          The  foregoing instrument was executed and acknowledged before me this
___  day  of  August,  2003  by  _________________________,  the
_________________________  of Emeritus Corporation, a Washington corporation, on
behalf  of  the  corporation.


     Notary  Public

My  Commission  Expires:          [SEAL]


<PAGE>

                          EXHIBIT A:  LEGAL DESCRIPTION
                        FACILITY NAME:  STONECREEK LODGE
Beginning  at an existing iron pin in the North right-of-way line of Stonestreet
Parkway,  said point also being the Southeast corner of a tract conveyed to T.E.
Lynn  and  Edwin  Rausch, recorded in Deed Book 3969, page 142, in the Office of
the  Clerk  of  Jefferson  County, Kentucky; thence continuing with said tract's
property  line,  North  31  degrees 14 minutes 17 seconds East 298.66 feet to an
existing monument in the South line of Timothy Hills Subdivision, Section 1-B-1,
as  recorded  in Plat and Subdivision Book 20, page 99, in the Office aforesaid;
thence  South  86  degrees 59 minutes 48 seconds East 263.80 feet to an existing
pipe  in the South line of Timothy Hills Subdivision Section 1-A, as recorded in
Plat  and Subdivision Book 20, page 12, in the Office aforesaid; thence South 87
degrees 01 minute 05 seconds East 475.00 feet to a set iron pin with cap; thence
South  37  degrees  22  minutes  14  seconds  West 623.60 feet to a point in the
aforementioned  right-of-way  line  of  Stonestreet Parkway and center of Ponder
Creek;  thence  with  said  right-of-way  line,  North  51 degrees 45 minutes 24
seconds  West  48.01 feet to a set iron pin with cap; thence North 78 degrees 36
minutes  12  seconds  West  177.15 feet to an existing monument; thence North 51
degrees  45  minutes 24 seconds West 197.42 feet to an existing iron pin; thence
North 58 degrees 08 minutes 28 seconds West 173.97 feet to an existing iron pin,
the  point  of  beginning.  Being  Tract  1,  as shown on Minor Subdivision Plat
#307.95,  approved  by  Louisville  and  Jefferson County Planning Commission on
November 8, 1995, attached to Deed of record in Deed Book 6730, page 640, in the
Office  aforesaid.
Being  the  same  property  acquired  by  LM  LOUISVILLE ASSISTED LIVING, LLC, a
Delaware  limited  liability  company, by Deed dated April 2, 1996, of record in
Deed  Book  6730,  page  640,  in  the  Office of the Clerk of Jefferson County,
Kentucky.


<PAGE>
                        EXHIBIT B:  PERMITTED EXCEPTIONS
                        FACILITY NAME:  STONECREEK LODGE
1.     Lien  of  2003  State, Metro Government and School taxes, not yet due and
payable.
2.     Easements  for  sewers  and  drain,  granted  Jefferson  County Community
Improvement  District,  recorded  in  Deed  Book  4779,  page  12, in the Office
aforesaid,  as  to  Easements  A  and  B  referenced  in  the  Deed of Easement.
3.     Certificate  of  Land  Use Restrictions of record in Deed Book 6036, page
818,  in  the  Office  aforesaid,  for  zoning  change  Docket  #9-7-90.
4.     Extension  of  Boundaries  Agreement with Louisville and Jefferson County
Metropolitan  Sewer  District,  of  record  in  Deed Book 6248, page 813, in the
Office  aforesaid.
5.     Sanitary  sewer  and  drain  easement 20 feet in width, running East-West
across  subject  property,  of record in Deed Book 6716, page 437, in the Office
aforesaid,  as  affected  by Encroachment Agreement of record in Deed Book 6716,
page  440,  in  the  Office  aforesaid.
6.     All matters shown on minor subdivision plat being Docket #307-95 attached
to  Deed  of  record  in  Deed  Book  6730,  page  640, in the Office aforesaid.
7.     Easement  granted  Louisville Gas and Electric Company, of record in Deed
Book  6798,  page  234,  in  the  Office  aforesaid.
8.     Mortgage  in  favor  of  Teachers  Insurance  and  Annuity Association of
America,  dated September 30, 1997, recorded in Mortgage Book 4469, page 838, as
assigned  to  Morgan  Stanley  Dean  Witter Mortgage Capital, Inc., in Deed Book
7547, page 950, and further assigned to Regency Savings Bank F.S.B. in Deed Book
7642,  page  609,  in  the  Office  aforesaid.
9.     Assignment of Leases and Rents in favor of Teachers Insurance and Annuity
Association  of  America, dated September 30, 1977, of record in Deed Book 6943,
page  701,  as assigned to Morgan Stanley Dean Witter Mortgage Capital, Inc., in
Deed Book 7547, page 950 and further assigned to Regency Savings Bank, F.S.B. in
Deed  Book  7642,  page  614,  in  the  Office  aforesaid.
10.     Subordination,  Non-Disturbance  and  Attornment  Agreement  in favor of
Teachers Insurance and Annuity Association of America, dated September 30, 1997,
of  record  in  Deed  Book  6943,  page  718,  in  the  Office  aforesaid.
11.     Rights  of  riparian  owners in and to the free and unobstructed flow of
water  of  Ponder  Creek,  also known as Upper 700 Tributary and Bee Lick Creek.


<PAGE>
                        EXHIBIT C:  FACILITY INFORMATION

        FACILITY NAME     STREET ADDRESS     FACILITY TYPE (PER LICENSE)
   LICENSED OPERATOR     COUNTY     BEDS/UNITS     MEMORANDUM OF LEASE RECORDING
   -----------------     ------     ----------     -----------------------------
                                   INFORMATION
                                   -----------
Stonecreek  Lodge

("Louisville  Facility")     9251  Stonestreet  Parkway     Assisted  Living
     Louisville,  KY  40270     ___  licensed  beds
Emeritus  Corporation     County:  Jefferson     80  units
---------------------     ------------------     ---------