REAL ESTATE PURCHASE AND SALE AGREEMENT


This Real Estate Purchase and Sale Agreement (the "Agreement") is by and between
Auburn  Land  LLC,  a  Massachusetts  limited  liability company ("Seller"), and
Emeritus  Properties XIV, LLC, a Washington limited liability company ("Buyer").

This  Agreement  is attached to and a part of the Lease Agreement between Seller
and  Buyer dated January 1, 2000 (the "Lease") and shall become effective on the
date  of  the exercise of the Purchase Option (as defined in the Lease) by Buyer
as  provided therein. Capitalized terms used herein shall have the same meanings
as  set  forth  in  the  Lease.

Pursuant to the terms of the Lease, Buyer has already investigated the Premises,
the  condition  of  title  and  the  books  and records relating thereto.  Buyer
acknowledges  that  Buyer  has  occupied  the  Premises  as Tenant pursuant to a
sublease  (the  "Sublease")  with  Sage, L.L.C. (the tenant under the Lease), as
Landlord,  and,  as  such,  Buyer  is  intimately familiar with the Premises and
hereby  agrees  to  take  title  to  same  "as  is".

Now,  therefore,  Buyer  and  Seller  agree  as  follows-:

1.     Purchase  and  Sale.  On the terms and conditions set forth herein, Buyer
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agrees  to  acquire  from  Seller  and  Seller  agrees  to transfer to Buyer the
following:  (i) the Premises described on Exhibit A attached hereto, which shall
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include the Real Property, the Improvements, and the Facility, together with the
all  the  furniture,  fixtures,  equipment, and any other improvements, (ii) the
Personal  Property,  (iii)  all rights, privileges, easements, including without
limitation,  all  development  rights,  air  rights,  water rights, permits, and
licenses, and (iv) Seller's interest in all existing service contracts, resident
agreements,  security and rental deposits, and all assignable warranties for the
benefit  of  the  Premises  and  the  improvements  thereon.

2.     Purchase  Price.  The  purchase  price shall be $10,200,000. The purchase
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price  shall  be  payable in full in cash certified funds or by wire transfer of
immediately  available  funds  at  Closing.

3.     Earnest  Money.  Within  one  business  day  after full execution of this
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Agreement,  Buyer  shall  deposit  $100,000 with an escrow company designated by
Buyer  (the  "Escrow  Agent") as an earnest money deposit (the "Earnest Money").
Upon  closing  of  this transaction, the Earnest Money shall be credited against
the  Purchase Price. In the event this transaction fails to close as a result of
Seller's default, the failure of any condition precedent to Buyer's obligations,
or any reason other than Buyer's default, the Earnest Money shall be returned to
Buyer.  In  the  event  this  transaction  fails to close as a result of Buyer's
default,  the  Escrow  Agent  shall  deliver  the  Earnest  Money  to Seller and
retention  of  the  Earnest Money by Seller shall be Seller's sole and exclusive
remedy.  Escrow  Agent  shall  deposit  the Earnest Money in an interest bearing
account  at  a  financial  institution  approved  by  Buyer.

4.     Closing.  Closing  shall occur on a date specified by Buyer, but no later
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than  ninety (90) days after exercise by Buyer of the Purchase Option ("Closing"
or  "Closing Date"). Closing shall occur at the office of the Escrow Agent or at
such  other  location  mutually satisfactory to Buyer and Seller. Time is of the
essence  in  this  Agreement.

5.     Conveyance  Documents.
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a.     Delivery by Seller. On or prior to the Closing Date, Seller shall deposit
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with  the  Escrow  Agent,  the  following  conveyance  documents:

     i.     The  duly  executed  and  acknowledged limited warranty deed, in the
form  attached  hereto  as Exhibit B, ready for recordation on the Closing Date.
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     ii.     An  affidavit  certifying  that  Seller  is  not a "foreign person"
within  the  meaning  of  the  Foreign  Investment  in  Real  Property  Tax Act.

     iii.     Any  customary  affidavits or certifications required by the Title
Company  (as  defined  below)  to  issue  the  title  policy.

v.     iv.     A  bill  of  sale  for  the  Personal  Property.

     v.     Any  other conveyance documents in a form customary for transactions
of  this  nature.

     b.     Delivery  by  Buyer.
            -------------------

i.     A  duly  executed  assumption  of  leases  and  resident  agreements.

ii.     A  duly  executed  assumption  of  service  contracts.

iii.     Any  other conveyance documents in a form customary for transactions of
this  nature.

6.     Title  Insurance. Buyer shall procure its own title insurance issued by a
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title  company  designated  by Buyer (the "Title Company") in the face amount of
the  purchase  price dated as of the Closing Date, and insuring Buyer's title to
the  Premises  subject  to  the standard preprinted exceptions and the Permitted
Exceptions  (other  than  any Facility Mortgage, which will be satisfied in full
and  removed  as  an encumbrance to title by Seller in connection with Closing).
Seller  agrees  to  provide  whatever  affidavits  Title  Company may reasonably
require to remove the standard preprinted exceptions for any mechanics liens and
parties in possession (other than residents under existing resident agreements).
Buyer  shall  be  responsible for any surveys that may be required to remove the
standard  preprinted  exceptions  for  survey  matters.

7.     Closing  Costs.  At  Closing,  Seller  shall pay (i) real estate transfer
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taxes,  deed  taxes,  fees necessary to remove any liens related to the Facility
mortgage  or  similar  conveyance  taxes, (ii) costs of compliance with Internal
Revenue  Code  Section  6045(e)  (if  any), and (iii) one-half of Escrow Agent's
escrow  fees  and  charges.  Buyer  shall  pay  (i)  the costs of standard title
insurance  and extended coverage endorsements requested by Buyer, (ii) sales tax
on  the  value  of  the-tangible  personal  property  (if  any), (iii) any other
recording fees and (iv) one-half of Escrow Agent's escrow fees and charges. Each
party  shall  be  responsible for its own legal, accounting and consultant fees.

8.     Prorations.  Any  Rent,  Additional  Rent,  taxes, assessments, operating
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expenses,  utilities  and  similar  matters payable by Buyer to Seller under the
Lease will be prorated at Closing to the extent necessary. Any prepaid rents and
security  deposits  held  by  Seller  (if  any)  will be transferred to Buyer at
Closing. Any matters which cannot be prorated with certainty at Closing shall be
adjusted between the parties as soon as reasonably possible after Closing as the
correct  figures  becomes  available.

9.     Casualty or Condemnation. In the event of a Major Casualty (as defined in
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the  Lease) to the Premises or the commencement of an action for condemnation of
all or any portion of the Premises after Buyer exercises its Purchase Option but
prior  to  Closing,  Buyer may at its option terminate this Agreement or proceed
with  the  purchase  and  sale transaction and take an assignment from Seller of
available  insurance  proceeds  and/or  condemnation  proceeds.

10.     Negotiation  and  Construction. This Agreement and each of the terms and
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provisions  hereof  are  deemed  to  have been explicitly negotiated between the
parties, and the language in all parts of this Agreement shall, in all cases, be
construed  according  to its fair meaning and not strictly for or against either
party.

11.     Brokers  and Finders. In the event of a claim for broker's fee, finder's
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fee,  commission or other similar compensation in connection herewith, Buyer, if
such  claim  is  based  upon  any  agreement alleged to have been made by Buyer,
hereby  agrees to indemnify Seller against and hold Seller harmless from any and
all  damages,  liabilities,  costs,  expenses,  and  losses  (including, without
limitation,  reasonable  attorneys'  fees and costs) which Seller may sustain or
incur  by  reason  of  such  claim,  and Seller, if such claim is based upon any
agreement  alleged to have been made by Seller, hereby agrees to indemnify Buyer
against  and  hold  Buyer harmless from any and all damages, liabilities, costs,
expenses  and  losses (including, without limitation, reasonable attorneys' fees
and  costs)  which  Buyer  may  sustain  or  incur  by  reason of such claim The
provisions  of  this  section shall survive the termination of this Agreement or
the  Closing.

12.     GoverningLaws,Attorneys'  Fees.  This  Agreement  shall  be  construed
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according  to  the laws of the Commonwealth of Massachusetts. If either Buyer or
Seller  should find it necessary to employ an attorney to enforce a provision of
the  Agreement  or  to  recover  damages,  for  the  breach  hereof  (including
proceedings  in  bankruptcy),  the  prevailing  party  shall  be  entitled to be
reimbursed  for its court costs and attorneys' fees, in addition to all damages,
through  all  levels  of  appeal.

13.     Default.  If  Seller  shall fail to perform any covenant or agreement of
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Seller  contained  herein,  Buyer  may  elect  to  pursue  any  and all remedies
available  in  law  or  in  equity,  including,  without limitation (a) specific
performance  of  this  Agreement; (b) damages from Seller; or (c) termination of
this  Agreement,  return  of  the Earnest Money and the Sublease shall remain in
full  force and effect. If Buyer shall fail to perform any covenant or agreement
of  Buyer  contained  herein,  Seller's  retention of the Earnest Money shall be
Seller's  sole  and  exclusive remedy and this Agreement shall terminate and the
Lease  shall  remain  in  full  force  and  effect in accordance with its terms.

14.     Notices.  All  notices required or permitted to be given hereunder shall
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be  in  writing  and  shall  be  personally  delivered, transmitted by telephone
facsimile or sent by U.S. certified mail, return receipt requested, addressed as
set  forth  below:

     Buyer:

     c/o  Emeritus  Corporation
3131  Elliott  Avenue,  Suite  500
Seattle,  Washington  98121
Attention:  Raymond  R.  Brandstrom
Telephone  No.:  (206)  298-2909
Fax  No.:  (206)  301-4500

     With  a  copy  to:

     Randi  S.  Nathanson,  Esq.
     The  Nathanson  Group  PLLC
     1520  Fourth  Avenue,  Sixth  Floor
     Seattle,  Washington  98101
     Telephone  No.:  (206)  623-6239
     Fax  No.:  (206)  623-1738


     Seller:

     Auburn  Land  LLC
c/o  Hanseatic  Corporation
450  Park  Avenue,  Suite  202
New  York,  New  York  10022
Attn.:  Mr.  Paul  A.  Biddelman
Telephone  No.:  (212)  832-3038
Facsimile  No.:  (212)  223-2425

     With  a  copy  to:

     Krugman  &  Kailes  LLP
     Park  80  West  Plaza  Two
Saddle  Brook,  New  Jersey  07663
Telephone  No.:  (201)  845-3434
Facsimile  No.:  (201)  845-9627
Attn.:  Mr.  Thomas  Goodwin


Either  party hereto may by proper notice made by the other party designate such
other  address  for  giving of notices. All notices shall be deemed given on the
day such notice is personally served or transmitted by telephone facsimile or on
the  third  business  day following the date such notice is mailed in accordance
with  this  Section.

15.     Successors  and  Assigns. This Agreement shall be binding upon and inure
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to  the  benefit  of  the parties hereto and their respective successors, heirs,
administrators and assigns. Notwithstanding the foregoing, Buyer may assign this
Agreement  or  any  of  its  rights  hereunder.

16.     Authority.  Buyer  and  Seller  each  represent  that  they have all the
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requisite  power  and  authority  as  a limited liability company to own, convey
and/or  purchase  property  as  is  contemplated  by  this  Agreement.

17.     No  Conflicts.  Buyer  represents  that  the  execution,  delivery  and
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performance  of the Agreement does not conflict with or result in a violation of
its  certificate of formation or operating agreement and the execution, delivery
and  performance  by the Buyer of the Agreement will not conflict with or result
in  a  violation  of  any  provision of any agreement, contract or instrument to
which  the Buyer is a party.  Seller represents that the execution, delivery and
performance  of the Agreement does not conflict with or result in a violation of
its  certificate  of  formation  or  operating  agreement,  as  amended, and the
execution,  delivery  and  performance  by  the Seller of the Agreement will not
conflict  with  or  result  in  a  violation  of any provision of any agreement,
contract  or  instrument  to  which  the  Seller  is  a  party.

18.     Captions.  The  captions  are included in this Agreement for convenience
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of reference only and shall not be construed so as to define, limit or modify in
any  manner  any  of  the  terms  hereof.

19.     Counterparts.  This  Agreement  may be executed in counterparts, each of
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which  shall  be  deemed  an  original,  but  all  of which taken together shall
constitute  but  one  and  the  same  instrument.

20.     Entire  Agreement.  This  Agreement  contains  the  entire understanding
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between  the parties and supersedes any prior agreements between them respecting
the  subject  matter  hereof.

21.     Further  Assurances. As and to the extent otherwise contemplated by this
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Agreement, each party to this Agreement agrees that it will at any time and from
time  to  time  after the date hereof, at its sole cost and expense, immediately
following  the  reasonable  request  of  the  other  party,  promptly  execute,
acknowledge  (if  necessary)  and  deliver  or  cause  to  be properly executed,
acknowledged  (if  necessary)  and  delivered,  such  agreements,  certificates,
statements, instruments and documents and promptly take, or promptly cause to be
taken, such other and further steps and actions, as may be required by law or as
reasonably  shall  be deemed necessary by the other party in order to more fully
effect,  evidence  or  carry  out  the  intent  and  purposes of this Agreement.





                         [Signatures on following page]

<PAGE>

Effective  as  of  the  date of exercise of the Purchase Option under the Lease.

     SELLER:                         AUBURN  LAND  LLC

                                   By:  HF  Realty  Holding  LLC
                                   Its:  Managing  Member

     By:     /s/  Paul  Biddelman
             --------------------
Name:             Paul  Biddelman
Its:              President

BUYER:               EMERITUS  PROPERTIES  XIV,  LLC

               By:  Emeritus  Corporation
               Its:  Sole  Member


     By:     /s/  Raymond  R.  Brandstrom
             ----------------------------
Name:             Raymond  R.  Brandstrom
Its:              CFO

<PAGE>
LIST  OF  EXHIBITS:
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Exhibit  A     -     Legal  Description  of  the  Real  Properly
Exhibit  B        -     Form  of  Limited  Warranty  Deed