SALE CONTRACT
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     THIS  SALE  CONTRACT  (this  "CONTRACT") is made and entered into as of the
17th  day  of  April,  2002,  by and between SENIOR LIFESTYLE SHREVEPORT, L.L.C.
("SELLER"),  and  EMERITUS  CORPORATION  ("BUYER").
     RECITALS:
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     A.     Seller  is  the  owner  of  a  parcel of land located in Shreveport,
Louisiana,  more  particularly described on Exhibit A attached hereto and made a
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part  hereof,  together  with  an  assisted  living  facility  and  appurtenant
improvements  and  fixtures  (the "REAL PROPERTY"), and Seller owns the Personal
Property  (as  defined  in  the Exhibit Recitals attached hereto and made a part
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hereof)  at  the  Real  Property  (the Real Property, together with the Personal
Property,  the  "FACILITY").
B.     Seller  desires  to  sell  and  Buyer  desires  to  purchase the Facility
pursuant  and  subject  to  the  terms  and  conditions  set  forth  herein.
     NOW,  THEREFORE,  in  consideration  of the mutual promises hereinafter set
forth, and of other good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:
1.     PURCHASE  AND  SALE.  Subject  to the provisions of this Contract, Seller
agrees to sell and convey and Buyer agrees to purchase and acquire the Facility.
     The  term  "BUYER"  as  used  herein  shall  include any designee of Buyer.
2.     PURCHASE  PRICE AND EARNEST MONEY.  The purchase price ("PURCHASE PRICE")
shall be Ten Dollars ($10.00).  The Purchase Price takes into account that Buyer
will  (i) assume the loan, in the original principal amount of $6,480,000, which
is  secured by a mortgage lien encumbering the Facility (the "SHREVEPORT LOAN"),
and  (ii)  arrange  for  a  credit  entity  satisfactory  to Lender (hereinafter
defined)  to  replace  WHSLC Realty, L.L.C. ("WHSLC") as the guarantor under the
Shreveport  Loan.  Simultaneously  with,  or  prior  to,  its  execution of this
Contract,  Buyer  shall pay to the Escrow Agent (as defined in Section 6(a)) the
sum  of  Twelve  Thousand  Five  Hundred  Dollars ($12,500) as the earnest money
deposit  (the  "EARNEST  MONEY").  The  Earnest  Money  shall  be held in escrow
pending  closing.  Buyer  may,  at its option, direct Escrow Agent to invest the
Earnest  Money  in  a  federally-insured  interest-bearing account designated by
Buyer  and  approved  by  Seller.  All interest which has accrued on the Earnest
Money  shall  be  paid  to  Buyer,  except  that  if closing is not consummated,
interest on the Earnest Money shall be paid to the party entitled to the Earnest
Money  pursuant  to the terms hereof.  The Earnest Money shall be applied to the
Purchase  Price  (with  the  balance  of the Earnest Money returned to Buyer) or
otherwise  paid  to  Seller  and/or  Buyer  as  provided  for  herein.
3.     SHREVEPORT  ASSUMED  DEBT.  The  Shreveport Loan is part of a $55,000,000
credit  facility to Seller and affiliates of Seller (the "CREDIT FACILITY") that
is  cross-defaulted  and  cross-collateralized.  Accordingly,  the  Facility  is
subject  to  a  mortgage  lien  which  secures not only the Shreveport Loan (the
"EXISTING  DEBT"), as described in the loan documents listed in Exhibit B hereto
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(the "SHREVEPORT LOAN DOCUMENTS"), but also certain additional loans (the "OTHER
DEBT")  which  are  secured  by  both  the  Facility  and  other  facilities and
collateral  (the  "OTHER  FACILITIES"),  and  which  are described in other loan
documents  evidencing  or  securing the Other Debt (the "OTHER LOAN DOCUMENTS").
The  holder  of  the Existing Debt shall hereinafter be referred to as "LENDER".
Buyer  acknowledges  that  it is the parties' expectation that the Existing Debt
will be assumed by Buyer and that Buyer will acquire the Facility subject to the
Existing  Debt  and any liens encumbering the Facility and securing the Existing
Debt, but that the Existing Debt, the Facility and the Shreveport Loan Documents
shall  not  be cross-defaulted or cross-collateralized with (and shall otherwise
be  completely  severed  from) the Other Debt, the Other Facilities or the Other
Loan  Documents.  It is also the parties' expectation that prior to closing, the
parties  will  obtain (1) an estoppel certificate of Lender, certifying to Buyer
and  Seller (i) the amount of the Existing Debt; (ii) the balance in any impound
and  reserve  accounts  held  by  Lender,  (iii) that the Lender has not given a
written  notice  of  default  in  respect  of  the  Existing  Debt or the Credit
Facility, except for written notice of any default which was subsequently cured,
or  waived  by Lender, or which will be cured, or waived by Lender, upon closing
hereunder  and (iv) that Seller has performed all of the Obligations (as defined
in  that  certain  Completion  Guaranty  Agreement, dated as of May 15, 1999, by
WHSLC  for the benefit of Lender); provided, however, that in the event that the
estoppel certificate does not provide the certification set forth in this clause
(iv),  Seller  shall  be deemed to have made the certification set forth in this
clause  (iv),  such  certification  shall  be  deemed  for  all  purposes  a
representation  and  warranty of Seller made under Section 7(a) of this Contract
and  the  condition  that  the  estoppel  certificate  from  Lender  contain the
certification  set forth in this clause (iv) shall be deemed satisfied), and (2)
the approval of Lender for:  (i) the conveyance of the Facility to Buyer subject
to  the  Existing  Debt;  (ii)  the assumption of such Existing Debt by Buyer on
terms  and conditions substantially the same as those set forth in the documents
which  evidence  and secure the Existing Debt, including, without limitation, if
Emeritus  Corporation  is  not  the  grantee,  the  substitution  of  Emeritus
Corporation  or  another  credit  entity  acceptable to Lender as the guarantor;
(iii)  the  release  of  Seller  and  WHSLC  from any liability or obligation in
respect  of  the  Existing  Debt  from  and after the Closing Date (except for a
guaranty  of  a portion of the Existing Debt, which guaranty may be delivered by
Seller  to  Lender  at closing to induce Lender to give the Required Consent, on
such  terms,  if  any,  as  may  be  acceptable  to Seller and Lender), (iv) the
modification  of  the  Shreveport Loan Documents and the Other Loan Documents so
that the Existing Debt, the Facility and the Shreveport Loan Documents shall not
be  cross-defaulted  or  cross-collateralized  with  (and  shall  otherwise  be
completely  severed from) the Other Debt, the Other Facilities or the Other Loan
Documents  and  (v)  the  modification  of representations and warranties in the
Shreveport  Loan Documents and the Other Loan Documents, to the extent necessary
to  reflect  the change in the identity of the borrower and guarantor thereunder
resulting  from  the  assumption,  substitution,  release  and modification (the
estoppel  certificate  and  the  approval  described  in (1) and (2) above being
collectively  referred  to  as  the "REQUIRED CONSENT").  During the Feasibility
Period,  and thereafter (if necessary), the parties will cooperate in good faith
and  Buyer  will  promptly (and in any event within three (3) Business Days from
the  receipt  of a request from Seller or Lender) provide Seller and Lender with
all  information reasonably requested by Lender to make a decision as to whether
to  approve the assumption, substitution, release and modification.  Buyer shall
use  commercially  reasonable  efforts  to  assist Seller and WHSLC in obtaining
their release from liability under the Existing Debt.  Except as provided in the
last  sentence  of  this  paragraph,  Buyer  shall  comply with all commercially
reasonable  conditions  precedent  to the effectiveness of the Required Consent,
including,  without  limitation, assuming WHSLC's guaranty obligations under the
Existing  Debt.  Provided  that  the  Required  Consent is obtained, Buyer shall
assume  the  Existing  Debt which shall hereafter be referred to as the "ASSUMED
DEBT"  and  Seller  shall pay at closing all of Lender's out-of-pocket costs and
expenses  in  connection  with  the  assumption,  substitution,  release  and
modification.  In  no  event  shall either Buyer or Seller be required to pay an
assumption  fee.
4.     SELLER'S  FUNDING  OF  OPERATING  LOSSES
(a)     Buyer  acknowledges  that  the Facility is currently operating at a loss
and may continue to do so.  To induce Buyer to purchase the Facility, Seller has
     agreed  to  fund  operating losses (calculated in accordance with generally
accepted  accounting principals ("GAAP") and including as facility expenses debt
service  and  a  management  fee  in  the  amount  of five percent (5%) of Gross
Revenues  (hereinafter  defined))(the "OPERATING LOSSES"), up to the amounts and
under  the  terms,  conditions  and  limitations  specified  on  Exhibit  C (the
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"OPERATING  LOSS CAPS").  The term "GROSS REVENUES" means all revenues generated
by  the  operation of the Facility, but shall not include proceeds from the sale
of  the Facility or the Facility's equipment.  There is, as stated on Exhibit C,
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(i)  an  Operating Loss Cap applicable to the first 365-day period following the
Closing  Date ("FIRST 365-DAY PERIOD"), (ii) an Operating Loss Cap applicable to
the  366-day  period (2004 being a leap year) following the first anniversary of
the  Closing  Date ("SECOND 365-DAY PERIOD," and together with the First 365-Day
Period,  the  "365-DAY  PERIODS"),  and  (iii)  an  aggregate Operating Loss Cap
comprising  the  maximum  aggregate  Operating Losses which Seller is liable for
hereunder.  All Operating Losses shall be calculated monthly as described below.
No  Operating  Losses  shall be funded in respect of any period after the end of
the  Second  365-Day  Period.
(b)     To  calculate  the  amount  of Operating Losses required to be funded by
Seller  under  this  Contract,  Buyer shall provide Seller with a monthly report
("MONTHLY  REPORT")  in  the  form  set forth on Schedule 4(b) setting forth the
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income  and  expenses  for  the  Facility, together with (i) the current month's
profit  or  loss  for the Facility, (ii) the year to date profit or loss for the
Facility,  (iii)  the aggregate funding that has been made under this Section 4,
and  (iv)  the  amount  remaining  in the Operating Loss Account (as hereinafter
defined).  The  information  contained  in  the  report  shall  be determined in
accordance  with  GAAP.  Seller  shall  have  the right to audit Buyer's Monthly
Reports  at  Seller's  sole  cost  and expense upon reasonable notice and during
normal business hours.  In the event that a Monthly Reimbursement is not paid to
Buyer  when  due  under this Section 4, Seller shall pay interest at the rate of
twelve  percent (12%) per annum on any amounts not paid when due.  Within thirty
(30)  days  after Seller receives the Monthly Report for a month ending during a
365-Day  Period, Seller shall fund to Buyer in the form of a reimbursement check
paid to the order of Buyer an amount determined by subsection (c) below (each, a
"MONTHLY  REIMBURSEMENT").
(c)     To  determine the amount of each Monthly Reimbursement, Buyer and Seller
shall establish two ledger accounts (each, an "OPERATING LOSS ACCOUNT"), one for
the  First  365-Day  Period (the "FIRST OPERATING LOSS ACCOUNT") and one for the
Second  365-Day  Period  (the  "SECOND  OPERATING  LOSS  ACCOUNT").  The  First
Operating  Loss  Account  shall  be  credited at the closing with the First Year
Operating  Loss  Cap  set  forth in Exhibit C.  The First Operating Loss Account
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shall  be  debited  with  each  amount funded under this subsection by Seller in
respect  of  each  period during the First 365-Day Period.  The Second Operating
Loss  Account  shall  be  credited at the closing with the Second Year Operating
Loss  Cap  set  forth  in Exhibit C.  The Second Operating Loss Account shall be
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debited  with  each  amount funded under this subsection by Seller in respect of
each period during the Second 365-Day Period.  The amount of each Operating Loss
Account shall never be less than zero.  The amount of each Monthly Reimbursement
in  respect  of each month during the First 365-Day Period shall equal the least
of  the  following  amounts:  (i)  the Operating Losses for the Facility for the
month  to  which  the  Monthly Report relates, (ii) the Operating Losses for the
Facility  from  the  commencement  of the First 365-Day Period to the end of the
month  to  which  the Monthly Report relates, less any amount previously debited
from  the  First  Operating  Loss  Account  or  (iii)  the  balance in the First
Operating  Loss Account.  The amount of each Monthly Reimbursement in respect of
each  month  during  the  Second  365-Day  Period  shall  equal the least of the
following  amounts:  (i)  the Operating Losses for the Facility for the month to
which  the  Monthly  Report relates, (ii) the aggregate Operating Losses for the
Facility  from  the  commencement of the Second 365-Day Period to the end of the
month  to  which  the Monthly Report relates, less any amount previously debited
from  the  Second  Operating  Loss  Account  or  (iii) the balance in the Second
Operating  Loss  Account.
(d)     Horizon  Bay  Management,  L.L.C.  ("HBM")  shall  execute  at closing a
guaranty  substantially  in  the  form  of Exhibit J (the "GUARANTY OF OPERATING
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LOSSES"),  guaranteeing payment of Seller's obligation to fund Operating Losses,
provided  that  in  no event shall HBM and Seller, collectively, be obligated to
fund  Operating  Losses  of  more  than  the  Operating  Loss  Cap.
(e)     Notwithstanding  anything to the contrary in this Section 4, the maximum
aggregate  liability  of  Seller under this Section 4 and HBM under the guaranty
described  in  subsection  (d)  shall  not  exceed  $302,000.
(f)     Reference  is made to that certain Sale Contract dated April 4, 2002, by
and  between (i) Integrated Living Communities of Alexandria, L.L.C., Integrated
Living  Communities  of  Lake  Charles, L.L.C., Integrated Living Communities of
Lafayette,  L.L.C., Integrated Living Communities of Henderson, L.P., Integrated
Living  Communities  of  Oakwell,  L.P.,  Integrated  Living  Communities of San
Antonio,  L.P.,  and  Integrated  Living  Communities of McKinney, L.P. and (ii)
Buyer  (the  "OTHER  CONTRACT").  In the event that (i) the Operating Losses (as
defined  in  the  Other  Contract)  for  the Facilities (as defined in the Other
Contract) for the First 365-Day Period (as defined in the Other Contract) exceed
the  aggregate  of  First Year Operating Loss Caps set forth in Exhibit B to the
Other  Contract (such excess being referred to as the "OTHER CONTRACT FIRST YEAR
SHORTFALL")  and  the balance in the First Operating Loss Account (as defined in
the Other Contract) is zero and (ii) the First Year Operating Loss Cap set forth
in  Exhibit  C  to this Contract exceeds the Operating Losses under this Section
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for  the Facility for the First 365-Day Period (such excess being referred to as
the  "SHREVEPORT  FIRST YEAR EXCESS"), Seller shall pay to Buyer an amount equal
to  the  lesser  of  (i)  the  Other  Contract  First Year Shortfall or (ii) the
Shreveport  First  Year  Excess.  In the event that (i) the Operating Losses (as
defined  in  the  Other  Contract)  for  the Facilities (as defined in the Other
Contract)  for  the  Second  365-Day  Period  (as defined in the Other Contract)
exceed  the  aggregate of Second Year Operating Loss Caps set forth in Exhibit B
to  the  Other  Contract  (such  excess being referred to as the "OTHER CONTRACT
SECOND YEAR SHORTFALL") and the balance in the Second Operating Loss Account (as
defined  in  the Other Contract) is zero and (ii) the Second Year Operating Loss
Cap  set  forth in Exhibit C to this Contract exceeds the Operating Losses under
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this  Section  for the Facility for the Second 365-Day Period (such excess being
referred  to  as the "SHREVEPORT SECOND YEAR EXCESS"), Seller shall pay to Buyer
an amount equal to the lesser of (i) the Other Contract Second Year Shortfall or
(ii)  the  Shreveport Second Year Excess.  Seller shall make payments under this
Section within thirty (30) days after Seller's receipt of a substantiated notice
from  Buyer  that  a  payment  is  due.  For  purposes  of this Contract and the
Guaranty  of Operating Losses, any payment under this subsection shall be deemed
to be a funding of Operating Losses under this Contract and, therefore, shall be
guaranteed  by  HBM  pursuant  to  the  Guaranty  of  Operating Losses (subject,
however,  to  all  of  the  terms,  conditions  and  limitations  thereof).
5.     EFFECTIVE  DATE.  The  effective date of this Contract ("EFFECTIVE DATE")
shall  be  the  later  of  the  date that this Contract is executed by Seller or
Buyer,  which  is  the  date  set  forth  in  the  preamble  to  this  Contract.
6.     CLOSING:
(a)     Closing  Date  and  Escrow.  On May 1, 2002 (the "CLOSING DATE"), Seller
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and  Buyer are required and agree to make full settlement in accordance with the
provisions  of  this Contract.  The Deed (as defined in Section 6(b)(i)) and all
other  closing documents shall be executed and delivered in escrow to the Escrow
Agent  by  each party required to execute such documents.  On the morning of the
Closing Date, Seller shall effect a wire transfer of federal funds to the Escrow
     Agent's  escrow account in an amount equal to the sum of (i) the assumption
costs and expenses (if any) to be paid by Seller pursuant to Section 3; and (ii)
the  amount  (if  any)  of  the other costs, expenses and adjustments payable by
Seller  under  this  Contract.  After  the  Escrow  Agent's  receipt of the wire
transfer  of  funds  and immediately following the satisfaction (or waiver under
Section  12  hereof) of the conditions precedent to closing set forth in Section
12  hereof,  the  Escrow  Agent shall (i) disburse to Seller the Purchase Price,
(ii) disburse to Buyer an amount equal to the Earnest Money and interest accrued
thereon  reduced  by  the Purchase Price and any costs, expenses and adjustments
payable by Buyer under this Contract, (iii) deliver to Buyer all other documents
and  instruments  received  by  it  which,  in accordance with the terms of this
Contract  or  any  separate  escrow  instructions  prepared  by Buyer, are to be
delivered by Seller to Buyer on the Closing Date, and (iv) deliver to Seller all
other  documents  and  instruments  received by it which, in accordance with the
terms  of  this Contract or any separate escrow instructions prepared by Seller,
are  to  be  delivered  by Buyer to Seller on the Closing Date.  For purposes of
this  Contract,  the  term  "ESCROW  AGENT" shall mean Title Network, Ltd., 4975
Preston  Park  South,  Suite  740, Plano, Texas 75093 (Attention:  Mr. Tim Crisp
(telephone  number:  (469)241-5020,  fax  number  (469)  241-7011)).
(b)     Seller's Deliveries:  On the Closing Date, Seller shall deliver to Buyer
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(through  the  Escrow  Agent)  the  following:
(i)     a  deed  (the  "DEED")  in  the  form attached hereto as Exhibit D, duly
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executed  and acknowledged by Seller and in proper form for recording, conveying
the  Real  Property  to  Buyer;
(ii)     an  Assignment  and  Assumption of Occupancy Agreements, in the form of
Exhibit E, duly executed by Seller, conveying the Occupancy Agreements to Buyer;
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(iii)     an  Assignment  of  Licenses,  Intangibles  (including Trade Name) and
Warranties,  in  the  form  of Exhibit F, duly executed by Seller, conveying the
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Assignable  Licenses,  the  Trade  Name  and other intangibles and warranties to
Buyer;
(iv)     an  Assignment  and  Assumption  of Operating Contracts, in the form of
Exhibit G, duly executed by Seller, conveying the Assumed Operating Contracts to
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Buyer;
(v)     a  Bill  of  Sale,  in  the  form of Exhibit H, duly executed by Seller,
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conveying  the  Tangible  Personal  Property  to  Buyer;
(vi)     letters  duly  executed  by  Seller, advising each of the residents and
tenants  under  the  Occupancy  Agreements  of  the  change  in operation of the
Facility;
(vii)     a  schedule  of all security deposits which have been deposited by the
residents and tenants under the Occupancy Agreements, in accordance with Section
6(d)(iv);
(viii)     a  copy of each Assumed Operating Contract (hereinafter defined), all
warranties  and  Assignable  Licenses, each to the extent to be assumed by Buyer
hereunder  and  in  Seller's  possession;
(ix)     a  certification  as to Seller's non-foreign status which complies with
the  provisions  of  Section 1445(b)(2) of the Internal Revenue Code of 1986, as
amended,  duly  executed  by  Seller;
(x)     to  the extent permitted by law, all resident, tenant and employee (only
for  employees  who  will  be  hired  by  Buyer)  files  which  are  in Seller's
possession;
(xi)     a  closing statement between Seller and Buyer, duly executed by Seller,
setting  forth  the  prorations and adjustments to the Purchase Price respecting
the  Facility  to  be  made  pursuant  to  Section  6(d);  and
(xii)     evidence  of the termination, effective as of the Closing Date, of the
Facility's  Management  Agreement  with  HBM;
(xiii)     a  Guaranty  of  Operating  Losses,  in  the  form of Exhibit J, duly
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executed  by  HBM;  and
(xiv)     a  Guaranty  of Representations and Warranties, in the form of Exhibit
                                                                         -------
K,  duly  executed  by  HBM.
(c)     Buyer's  Deliveries.  On  the Closing Date, Buyer shall pay the Purchase
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Price  and  shall  deliver  to  Seller  the  following:
(i)     a  closing  statement  between Seller and Buyer, duly executed by Buyer,
setting  forth  the  prorations and adjustments to the Purchase Price respecting
the  Facility  to  be  made  pursuant  to  Section  6(d);
(ii)     an  Assignment  and  Assumption of Occupancy Agreements, in the form of
Exhibit  E,  duly  executed  by  Buyer,  assuming  the  Occupancy  Agreements;
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(iii)     to the extent required by Lender, a guaranty duly executed by Buyer or
other  credit entity acceptable to Lender, in substantially the form of guaranty
originally  executed  by  WHSLC;  and
(iv)     an  Assignment  and  Assumption  of Operating Contracts, in the form of
Exhibit  G,  duly  executed  by Buyer, assuming the Assumed Operating Contracts.
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(d)     Adjustments.  The  following  items  of  expense shall be adjusted as of
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11:59  p.m.  on  the  day  immediately  preceding  the  Closing  Date:
(i)     Real  estate  and  other municipal and local assessments with respect to
the  Real  Property.  If  the  Closing  Date  shall occur before the tax rate or
assessment  is  fixed  for  the  tax  year in which the Closing Date occurs, the
apportionment of taxes shall be upon the basis of the tax rate or assessment for
     the  preceding year applied to the latest assessed valuation and Seller and
Buyer  shall readjust real estate taxes promptly upon the fixing of the tax rate
or  assessment  for  the  tax  year  in  which  the  Closing  Date  occurs;
(ii)     Fuel, water and sewer service charges, and charges for gas, electricity
and  all  other  public  utilities  servicing  the  Facility;
(iii)     The  rent  payable  by  residents  and  tenants  under  the  Occupancy
Agreements  shall  be adjusted, and any such rent prepaid to Seller (including a
pro  rata  portion  of  the rent paid for the month in which the closing occurs)
shall  be paid to Buyer at closing.  Rent which is due but uncollected as of the
Closing  Date  shall  not be adjusted and Seller shall retain their right, title
and  interest  in  and  to  all  unpaid  accounts receivable with respect to the
Facility  which  relate  prior  to the Closing Date.  Any rents collected from a
resident  or  tenant  after  the Closing Date who owes delinquent rent as of the
Closing  Date  shall  be applied (x) first, to then current rents accruing after
the  Closing  Date,  (y)  second,  to delinquent rents payable after the Closing
Date,  and  (z)  finally, to delinquent rents payable prior to the Closing Date.
Notwithstanding  the  immediately  preceding  sentence,  Buyer  shall  honor any
request  from  a  resident  or tenant to apply rent to a particular delinquency.
Buyer shall promptly remit delinquent rent to which Seller is entitled hereunder
to  Seller,  but  in  any  event,  within  five  (5) Business Days after receipt
(provided  that  if  a  resident  or tenant includes in a single payment rent to
which both Seller and Buyer are entitled, Buyer shall have up to forty-five (45)
days to remit the required rent).  After the closing, Buyer shall cooperate with
Seller's  efforts  to  collect  Seller's accounts receivable by providing Seller
access,  upon  reasonable  prior  notice  and  during  normal business hours, to
documents  and other information reasonably requested by Seller.  Nothing herein
shall  be  deemed  to  limit  in any way Seller's rights and remedies to recover
accounts  receivable  due  and owing to Seller under the terms of this Contract,
including,  without  limitation,  instigating  litigation,  provided  that  such
litigation  shall  not  result  in  the  eviction  of  any Facility residents or
tenants;
(iv)     Seller  shall  deliver  to  Buyer on the Closing Date a schedule of all
security  deposits which have been deposited by residents and tenants under, and
not  previously  applied  in  accordance  with,  the  Occupancy Agreements.  All
security  deposits required to be held by Seller under the Occupancy Agreements,
and  not  applied  by  Seller  prior to closing in accordance with the Occupancy
Agreements,  shall  be  transferred  and delivered to Buyer on the Closing Date;
(v)     All  charges  payable with respect to the Assumed Operating Contracts to
be  assumed  by  Buyer  hereunder.  In  addition, if Buyer shall have requested,
Seller shall exercise any right it may have to purchase any equipment located at
the  Facility  that is subject to an equipment Operating Contract, in which case
Buyer  shall  credit Seller with such purchase price and such equipment shall be
included  as  part  of  the  Tangible  Personal  Property;
(vi)     Seller  shall  be  entitled  to  keep  any petty cash maintained at the
Facility  and  Buyer shall replace such petty cash with such petty cash it deems
reasonably  necessary  or  useful  for  the continued operation of the Facility;
(vii)     The  interest  payable  under the Assumed Debt shall be adjusted.  All
impound and reserve accounts held by Lender shall be credited in Seller's favor;
and
(viii)     If  any  of  the  items  described  in  this  Section  6(d) cannot be
apportioned  at  the  closing  because of the unavailability of information with
respect  to  the  amounts  which  are  to  be  apportioned  or otherwise, or are
incorrectly  apportioned  at  closing or subsequent thereto, such items shall be
apportioned  or  reapportioned, as the case may be, as soon as practicable after
the  Closing  Date  or  the  date such error is discovered, as applicable.  This
Section  6(d)  shall  survive  the  Closing  Date  for  twelve  (12)  months.
(e)     Employees.
        ---------
(i)     Not  later  than ten (10) Business Days after the Effective Date, Seller
shall  deliver  to  Buyer a schedule including the following information as of a
date which is not more than fifteen (15) days prior to the delivery date of such
     schedule:  (i)  the  name  of  all Facility-based employees, and (ii) their
positions,  rates  of  pay  and  original  hire  dates.  Seller shall update the
schedule  described  in the immediately preceding sentence on or about three (3)
Business  Days  prior to the Closing Date and shall promptly notify Buyer of any
material changes in such schedule.  Seller will terminate the employment of each
of  the  Facility  Employees  (as  defined  below)  as  of  the  Closing  Date.
(ii)     Buyer  agrees  its  acquisition  of the Facility shall be structured in
such  a  manner  that  Seller  shall  not be required to give any Facility-based
employees  notification  under the Worker Adjustment and Retraining Notification
Act,  29  U.S.C.   2101,  et  seq.  To  this end, on or before the Closing Date,
Buyer  shall offer to hire, on a probationary basis, at least seventy-five (75%)
percent of Seller's employees who are employed at the Facility as of the Closing
     Date  (the  "FACILITY  EMPLOYEES").  Any  such  offer  of  employment  to a
Facility  Employee  by  Buyer  shall  be to perform comparable services, in such
position  as  is  comparable  to  the  position such Facility Employee held with
Seller  as  of  the  closing, provided that Buyer may offer compensation to such
Facility Employees at levels commensurate with compensation levels paid to other
employees  of  Buyer holding comparable positions, and provided further that any
change  in  compensation levels does not result in any constructive discharge of
any  such  Facility  Employee.  Seller  shall  have  the  right  (but  not  the
obligation)  to  employ  or  offer  to employ any Facility Employee who declines
Buyer's  offer  of  employment.
(iii)     Buyer  shall  hire  at  the  closing,  on  a  probationary basis, each
Facility  Employee who elects to accept employment with Buyer in accordance with
the  terms  of  Section  6(e)(ii),  above  (all  of  such  employees  who accept
employment  with  Buyer  being  herein  called  the  "HIRED  EMPLOYEES").
(iv)     Seller shall pay to each Facility Employee, on that date which, but for
the  closing, would have been the next regularly scheduled payroll date for such
employee  following the closing or sooner if required by law, an amount equal to
any  and  all  salary or benefits earned and accrued by such employee, as of the
Closing  Date  in  accordance  with  Seller's  policies.
(v)     Nothing  in  this  Section  6(e) shall create any rights in favor of any
person  not  a  party hereto, including the Facility Employees, or constitute an
employment  agreement  or  condition of employment for any employee of Seller or
any  affiliate  of  Seller.
(f)     Insurance.  As  of  the  Closing  Date,  Buyer is solely responsible for
        ---------
obtaining  and  the  cost  and expense of all insurance related to the Facility,
including,  without  limitation,  such  insurance  as may be required by Lender.
7.     REPRESENTATIONS  AND  WARRANTIES.
(a)     Representations  of  Seller.  Seller  represents  and  warrants to Buyer
        ---------------------------
that:
(i)     Organization  and Authorization.  Seller is an entity duly organized and
        -------------------------------
in  good  standing  in the state of its organization and is duly qualified to do
business  and  in  good standing in the state in which the Facility is situated.
The individual executing this Contract on behalf of Seller is duly authorized to
     execute  this  Contract on behalf of Seller.  The execution and delivery of
this  Contract  and  the performance of all obligations of Seller hereunder have
been  duly  authorized  by  all  entity  action  of  Seller.
(ii)     No  Conflicting Agreements.  The transfer and delivery by Seller of the
         --------------------------
Facility  to  Buyer  as  provided hereunder and the performance by Seller of its
obligations  under  this Contract will not conflict with or result in the breach
of  any  of the terms of any agreement or instrument to which Seller is a party.
(iii)     FIRPTA.  Seller  is  not  a "foreign person" within the meaning of the
          ------
United  States  tax laws and to which reference is made in Internal Revenue Code
Section  1445(b)(2).
(iv)     No Consents.  With the exception of the Required Consent, Seller is not
         -----------
aware  of  any  consents  required  for  the performance of Seller's obligations
hereunder.
(v)     Condemnation.  As  of  the  Effective  Date, Seller has not received any
        ------------
written  notice  of any pending or threatened condemnation of all or any portion
of  the  Facility.
(vi)     Litigation.  Seller  has  not received written notice of any litigation
         ----------
that  is  pending  or  threatened  with  respect  to  the  Facility,  except (A)
litigation  fully  covered  by  insurance  policies  (subject  to  customary
deductibles);  or  (B)  litigation  set  forth  in  Schedule  7(a)(vi).
                                                    ------------------
(vii)     Bankruptcy.  Seller  has  neither  filed  nor  been the subject of any
          ----------
filing  of  a  petition under the federal bankruptcy law or any federal or state
insolvency  laws  or  laws  for  consumption  of  indebtedness  or  for  the
reorganization  of  debtors.
(viii)     Operating  Statements.  The  Operating  Statements, as defined below,
           ---------------------
are  the  operating statements used in Seller's ordinary course of business and,
to  Seller's  knowledge, are in accordance with the books and records of Seller.
The  Operating  Statements  do not materially misstate the Facility's income and
expenses  for  the  applicable  periods  set  forth  therein.
(ix)     Structural.  To Seller's knowledge, Seller does not have any structural
         ----------
reports  respecting  the  Facility  in  its  possession  or  control.
(x)     Compliance  with  Laws; Environmental.  To Seller's knowledge, as of the
        -------------------------------------
Effective  Date,  Seller  has  not received any notice (whether written or oral)
from  any  governmental  authority that all or any portion of the Facility is in
material  violation  of  any  applicable  building  codes  or  any  applicable
environmental  law  (relating  to clean-up or abatement), zoning law or land use
law  relating  to  the  Facility, which material violation has not been cured or
remedied  in  accordance  with  applicable  law  prior  to  the  Effective Date.
(xi)     Operating  Contracts.  Attached  hereto  as  Schedule  7(a)(xi)  is  a
         --------------------                         ------------------
schedule  of all of the current service, maintenance and equipment contracts and
leases  related  to the operation of the Facility, excluding Seller's management
agreements with HBM (which shall be terminated as of the Closing Date), of which
Seller  has  knowledge.  Except for any Operating Contracts on Schedule 7(a)(xi)
                                                               -----------------
described  specifically  as an equipment lease, there is, to Seller's knowledge,
no  leased  equipment  at  the  Facility.
(xii)     Occupancy Agreements.  All of the tenants or residents at the Facility
          --------------------
occupy  their  respective  premises  under  Occupancy  Agreements  which  are
substantially  in  the  form  provided  to Buyer under the provisions of Section
8(d)(ii)  hereof.  The  security  deposit  schedule  to  be provided to Buyer by
Seller  under  Section  6(b)(vii)  hereof  is materially accurate.  There are no
"life  care"  provisions  in  any  Occupancy  Agreement.  The  Facility does not
participate  in  any  "third  party  payor"  program.
(xiii)     Unions.  Seller  is not a party to any contract or agreement with any
           ------
labor union nor does Seller have any knowledge of union organizing activities at
the  Facility.
(xiv)     No  Default  under Existing Debt.  As of the Effective Date, Seller is
          --------------------------------
not  in monetary default of its obligations under the Credit Facility, including
any  obligations  in respect of the Existing Debt, and Seller has not received a
written  notice  of default from Lender (which default is uncured as of the date
hereof).
     Except as expressly set forth in this Contract, it is understood and agreed
that  Seller  is  not  making  and  has  not  at any time made any warranties or
representations  of  any  kind or character, express or implied, with respect to
the  Facility,  including  any warranties or representations as to habitability,
merchantability,  or  fitness  for  a  particular purpose or any other matter or
thing  regarding  the Facility.  Except as expressly set forth in this Contract,
Buyer acknowledges and agrees that upon closing, Seller shall sell and convey to
Buyer,  and  Buyer shall purchase and accept the Facility "as is, where is, with
all  faults."  Except  as expressly set forth in this Contract, Buyer shall rely
solely  on  its  own  investigation  with respect to the Facility, including the
Facility's  physical,  environmental  or  economic condition, compliance or lack
thereof  with  any  law.  Except  as  expressly  set  forth in this Contract, in
addition  to, and not by way of limitation of, the sale of the Facility on an AS
IS  CONDITION WITH ALL FAULTS basis under this Contract, Buyer acknowledges that
Seller makes no representations or warranties whatsoever to Buyer regarding the:
(i) physical condition of the Facility; or (ii) presence or absence of hazardous
or  toxic  materials  or  chemicals  in,  at,  or  under  the  Facility.
References in this Contract to the "KNOWLEDGE" of Seller shall refer only to the
actual  knowledge  (as  opposed to constructive, deemed or imputed knowledge) of
the  Designated  Employees (as hereinafter defined) after reasonable inquiry has
been  made  of the appropriate regional and/or Facility personnel, and shall not
be  construed,  by imputation or otherwise, to refer to the knowledge of Seller,
or  any  affiliate  of Seller, to any property manager, or to any other trustee,
officer,  agent,  manager, representative or employee of Seller or any affiliate
thereof  or to impose upon such Designated Employees any duty to investigate the
matter  to  which  such actual knowledge, or the absence thereof, pertains other
than the duty of inquiry described herein.  As used herein, the term "DESIGNATED
EMPLOYEES"  shall  refer  to Thilo D. Best (President and C.E.O.), Jon A. DeLuca
(Senior  V.P.  and  C.F.O.), Judy Dabertin (Senior V.P. of Assisted Living), and
Jim  Triplett  (Regional  V.P.  of  Operations  --  South).
(b)     Buyer's Independent Investigations.  Buyer acknowledges that it is being
        ----------------------------------
     given the full opportunity to inspect and investigate each and every aspect
of  the  Facility during the Feasibility Period, either independently or through
agents,  representatives  or  experts  of  Buyer's  choosing, as Buyer considers
necessary  or  appropriate,  and,  if  applicable,  its  failure  to  give  the
Termination  Notice  (as  defined  in  Section  8(c)) will conclusively evidence
Buyer's complete satisfaction with such independent investigation subject to the
specific  sections  of  this  Contract  described  below.  Buyer  has sufficient
knowledge  and  experience  in  financial  and  business matters to enable it to
evaluate  the  merits  and  risks  of  acquiring the Facility.  Such independent
investigation  by  Buyer  includes,  without  limitation:
(i)     the  physical  condition  of  the  Real  Property,  including,  without
limitation,  the interior, the exterior, the square footage of each tenant space
therein,  the  structure,  the  roof,  the  paving, the utilities, and all other
physical  and functional aspects of the Real Property, including the presence or
absence  of  Hazardous  Materials.  "HAZARDOUS  MATERIALS" shall mean materials,
wastes  or  substances that are (A) included within the definition of any one or
more  of  the  terms  "hazardous  substances,"  "hazardous  materials,"  "toxic
substances,"  "toxic  pollutants,"  and  "hazardous  waste" in the Comprehensive
Environmental  Response,  Compensation and Liability Act of 1980, as amended (42
U.S.C.   9601,  et seq.), the Resource Conservation and Recovery Act of 1976 (42
U.S.C.   6901,  et  seq.),  the Clean Water Act (33 U.S.C.   1251, et seq.), the
Safe  Drinking  Water  Act  (14 U.S.C.   1401, et seq.), the Hazardous Materials
Transportation  Act (49 U.S.C.   1801, et seq.), and the regulations promulgated
pursuant  to such laws; (B) regulated or classified as hazardous or toxic, under
federal,  state  or  local environmental laws or regulations; (C) petroleum; (D)
asbestos  or  asbestos-containing  materials; (E) polychlorinated biphenyls; (F)
flammable  explosives;  or  (G)  radioactive  materials;
(ii)     contracts,  operating  leases, and any other documents or agreements of
significance  affecting  the  Facility;
(iii)     Occupancy  Agreements  with respect to the Facility and all matters in
connection  therewith,  including,  without  limitation,  the  ability  of  the
residents  and  tenants  thereto  to  pay  the  rent;
(iv)     all matters relating to the income and operating or capital expenses of
the  Facility  and  all  other  financial  matters;
(v)     the  Existing  Debt  documents;  and
(vi)     all  other  matters  of  significance  affecting,  or  otherwise deemed
relevant  by  Buyer  with  respect  to,  the  Facility.
(c)     Release.  Without  limiting  the  provisions  of  this  Section 7, Buyer
        -------
waives  its  right  to  recover  from,  and  forever releases and discharges and
covenants  not  to sue, Seller, Seller's affiliates, Seller's asset manager, the
partners,  trustees,  shareholders,  controlling  persons,  directors, officers,
attorneys,  employees  and  agents  of each of them, and their respective heirs,
successors,  personal  representatives  and  assigns (each a "SELLER PARTY", and
collectively,  the "SELLER PARTIES") with respect to any and all claims, whether
direct  or indirect, known or unknown, foreseen or unforeseen, that may arise on
account  of  or  in  any  way  be connected with the Facility including, without
limitation,  the  physical,  environmental  and structural condition of the Real
Property  or  any  law  or  regulation  applicable  thereto,  including, without
limitation,  any  claim  or  matter  relating to the use, presence, discharge or
release  of Hazardous Materials on, under, in, above or about the Real Property;
provided,  however,  that  the  foregoing  shall  not  restrict  Buyer  from
interpleading Seller in any action filed by a third party against Buyer relating
     to  Seller's  ownership  and operation of the Facility prior to closing and
Buyer  does  not waive its rights, if any, to recover from, and does not release
or  discharge  or  covenant not to sue Seller for (i) any act that is found by a
court of competent jurisdiction to constitute fraud, (ii) any breach of Seller's
representations  or  warranties  set  forth  in  Section  7(a),  subject  to the
limitations  and  conditions  provided  in  this  Contract,  (iii) any breach of
Seller's  obligations set forth in this Contract that expressly survive closing,
(iv)  any  matter  which is the subject of an indemnity from Seller in a Closing
Document  (hereinafter  defined),  subject  to  the  limitations  and conditions
provided in this Contract and such Closing Document, or (v) any breach by Seller
of  Section  4  hereof.
(d)     Waiver  by  Buyer.  If  Buyer, with knowledge of (i) a default in any of
        -----------------
the  covenants,  agreements  or obligations to be performed by Seller under this
Contract  and/or  (ii)  any  breach  of  or  inaccuracy in any representation or
warranty  of  Seller  made  in  this  Contract  nonetheless elects to proceed to
closing,  then,  upon  the consummation of the closing, Buyer shall be deemed to
have waived any such default and/or breach or inaccuracy and shall have no claim
against  Seller  with  respect  thereto.
(e)     Buyer's  Representations.  Buyer  represents  to  Seller  that:
        ------------------------
(i)     Organization  and  Authorization.  Buyer is an entity duly organized and
        --------------------------------
in  good  standing  in  the state of its organization and is or prior to closing
will be duly qualified to do business and in good standing in the state in which
     the Facility is situated.  The individual executing this Contract on behalf
of  Buyer  is  duly authorized to execute this Contract on behalf of Buyer.  The
execution  and  delivery of this Contract and the performance of all obligations
of  Buyer  hereunder  have  been  duly authorized by all entity action of Buyer.
(ii)     No Conflicting Agreements.  The acquisition of the Facility by Buyer as
         -------------------------
provided  hereunder  and  the performance by Buyer of its obligations under this
Contract  will  not conflict with or result in the breach of any of the terms of
any  agreement  or  instrument  to  which  Buyer  is  a  party.
(f)     Waiver  by Seller.  If Seller, with knowledge of (i) a default in any of
        -----------------
the  covenants,  agreements  or  obligations to be performed by Buyer under this
Contract  and/or  (ii)  any  breach  of  or  inaccuracy in any representation or
warranty  of  Buyer  made  in  this  Contract  nonetheless  elects to proceed to
closing,  then,  upon the consummation of the closing, Seller shall be deemed to
have waived any such default and/or breach or inaccuracy and shall have no claim
     against  Buyer  with  respect  thereto.
(g)     No  Unintended  Assumption of Liabilities.  Except as expressly provided
        -----------------------------------------
in  this  Contract  or in any Closing Document, Buyer is not assuming any of the
liabilities  or  obligations  of,  or  claims  against,  Seller  of  any kind or
character.  The  only  transaction contemplated by this Contract is the sale and
purchase of the Facility.  Seller is not selling a business.  The parties intend
that  Buyer  shall not be deemed to be a successor of Seller with respect to any
of  Seller's  liabilities  or  obligations  to  third parties arising before the
Closing  Date.
8.     BUYER'S  INSPECTIONS  AND  FEASIBILITY  PERIOD.
(a)     Buyer's  Access.  During  the  Feasibility  Period, and prior to the TSZ
        ---------------
Objection  Date  (hereinafter  defined),  Seller  shall  give  to  Buyer and its
officers,  directors,  employees,  agents,  advisors,  or  representatives
("REPRESENTATIVES") complete access to the Facility during normal business hours
     and  after  reasonable  prior  notice,  for  the  purpose of performing any
reasonable  tests  and  investigations,  including,  without  limitation,
non-intrusive  environmental and property condition tests and studies (intrusive
environmental  testing  shall  require Seller's consent).  Seller shall have the
right  to  accompany  Buyer  and/or  its  Representatives  during  any  Buyer
investigation  or testing.  Buyer shall repair any damage to the Facility caused
by any entry upon the Facility by Buyer or its Representatives.  Notwithstanding
any  other  provision of this Contract, the preceding sentence shall survive the
termination  of  this Contract for any reason and Buyer shall not be relieved of
its  obligations  under  the  preceding sentence by reason of any termination of
this  Contract.
(b)     Buyer's  Indemnity.  Buyer  agrees  to:  (i) indemnify, defend, and hold
        ------------------
Seller,  and  any  partner,  officer,  director,  employee, agent or attorney of
Seller  and any other party related in any way to any of the foregoing, free and
harmless  from and against any and all costs, loss, damages and expenses, of any
kind  or  nature whatsoever (including attorneys' fees and costs) arising out of
or  resulting  from the entry and/or the conduct of activities upon the Facility
by  Buyer  or  its Representatives and their employees, agents, representatives,
contractors,  subcontractors  or attorneys at the Facility or any breach of this
Section  8,  whether  arising  prior  to  or  after the Effective Date; and (ii)
deliver  promptly to Seller copies of all third party reports commissioned by or
on behalf of Buyer which set forth the results of tests, studies and inspections
of the Facility.  Notwithstanding any provisions of this Contract, the preceding
sentence  shall  survive  the  expiration  or  termination  of  this  Contract.
(c)     Feasibility Period.  If, during the period between February 4, 2002, and
        ------------------
11:59  p.m  Eastern  Standard  Time  on  the  Effective  Date  (such  period  is
hereinafter referred to as the "FEASIBILITY PERIOD"), Buyer gives Seller written
notification  (the "TERMINATION NOTICE") that Buyer elects not to consummate the
purchase  of  the Facility, this Contract shall terminate, the Earnest Money and
the  interest  thereon  shall  be  returned  to  Buyer, and, except as otherwise
provided  in the last sentence of Section 8(a) or 8(b), neither party shall have
any  further  liability  to the other under this Contract.  Buyer shall have the
absolute  right,  in  its  sole  discretion,  to  determine  whether to give the
Termination Notice.  If Buyer elects not to give the Termination Notice prior to
the  expiration  of  the  Feasibility Period, this Contract shall remain in full
force  and  effect  in accordance with, and subject to, its terms.  In the event
that  Buyer does not give the Termination Notice, Six Thousand Two Hundred Fifty
Dollars  ($6,250) of the Earnest Money shall become non-refundable, except under
the  circumstances described in Section 13 (Risk of Loss) and 17 (Condemnation),
and  shall  be  credited  against  the Purchase Price (as it may be adjusted and
prorated  herein  (with  any  balance returned to Buyer)) on the Closing Date or
shall  be  paid  to  Seller  upon any subsequent termination of this Contract in
accordance with its terms (subject to any express provisions of this Contract to
the  contrary).
(d)     Due  Diligence  Deliveries.  Buyer  acknowledges  receipt  prior  to the
        --------------------------
Effective  Date  of  the following Delivered Materials, each of which Buyer will
have,  prior to the end of the Feasibility Period, reviewed and approved (if and
to  the  extent  it  does  not  give  the  Termination  Notice):
(i)     a  true  and  correct  copy  of  the  Existing  Debt  documents;
(ii)     Facility's  form  of  Occupancy  Agreement;
(iii)     Facility's  most  recent  real  property  tax  statements;
(iv)     Facility's  governmental  licenses  and  permits;
(v)     Facility's  historical  occupancy  data  for  calendar  years 1999-2001;
(vi)     Facility's  marketing  materials,  including  brochures;
(vii)     Facility's  operations  organizational  structure;  and
(viii)     Facility's  statements  of  income  and  expenses of the Facility for
calendar  years  1999  through  2001  (the  "OPERATING  STATEMENTS").
(e)     Pursuit  of Licenses.  It shall be a condition precedent to Seller's and
        --------------------
Buyer's  obligation  to  close  that  Buyer shall have received all licenses and
governmental  approvals  necessary to operate the Facility.  Buyer shall use its
commercially  reasonable  efforts  to obtain all such licenses and permits as of
the earliest possible date but in any event, not later than immediately prior to
     closing.  To  this end, Buyer shall submit complete license applications by
not  later  than  one  (1)  Business  Day  after  receiving a letter from Seller
authorizing such license application.  Buyer shall provide Seller with a copy of
the  license  application  and  all correspondence with governmental authorities
regarding  the  license  application.  Seller  shall  cooperate,  at  no cost to
Seller,  with  Buyer's  efforts  to  obtain  the  required licenses and permits.
(f)     Operating  Contracts.  Seller  agrees to deliver to Buyer on or prior to
        --------------------
the  Effective  Date copies of the Operating Contracts.  Prior to closing, Buyer
shall  designate those Operating Contracts which Buyer elects to assume (each of
which  shall constitute an "ASSUMED OPERATING CONTRACT") and all other Operating
Contracts  shall  be  terminated  by  Seller as of the earliest termination date
possible,  provided  that Buyer shall be responsible for payment of all fees due
for  the  period  after  closing  through  the termination date of the Operating
Contract  if  Buyer  receives  the  benefit  of  services  under such terminated
Operating  Contract  (otherwise  Seller  shall be responsible for payment of all
such  fees).  Payment  of all termination fees associated therewith shall be the
obligation  of  Seller.
9.     INTERIM  OPERATION  OF  THE  PROPERTIES.
(a)     General  Operation.  Except  as  otherwise  contemplated or permitted by
        ------------------
this  Contract  or  approved by Buyer in writing, from the Effective Date to the
Closing Date, Seller agrees that it will operate, maintain, repair, license, and
     lease  the  Facility  in  the ordinary course, on an arm's length basis and
consistent  with Seller's past practices and will not dispose of or encumber any
Facility, except for dispositions of personal property in the ordinary course of
business  which  personal property is promptly replaced with like-kind property,
or  as  otherwise  permitted  by this Contract.  Without limiting the foregoing,
Seller  shall,  in  the  ordinary  course, file all renewal applications for the
Facility  licenses  on  a  timely basis, enforce the Occupancy Agreements in all
material  respects,  perform  in  all  material  respects  all  of licensors' or
landlords'  obligations  under  the  Occupancy  Agreements (other than Occupancy
Agreements  that  are  in the process of being terminated due to a resident's or
tenant's  default  thereunder), pay all costs and expenses of the Facility which
are  Seller's  responsibility to pay, and perform all material obligations under
the  Existing  Debt.  Seller shall promptly provide Buyer during the pendency of
this  Contract  with a copy of any renewal application for Facility licenses and
any  final  Facility  surveys.
(b)     Contracts.  Seller  agrees  that,  without Buyer's prior written consent
        ---------
(such  consent  not to be unreasonably withheld, conditioned or delayed), Seller
will  not  enter  into  any  Operating  Contract  affecting the Facility if such
Operating  Contract  cannot  be  terminated  on thirty (30) days' notice or less
without  penalty.
(c)     Maintenance.  Between  the  Effective  Date and the Closing Date, Seller
        -----------
shall (i) maintain the Facility in substantially the same manner as prior hereto
pursuant  to  Seller's normal course of business, subject to reasonable wear and
tear  and  further subject to the occurrence of any damage or destruction to the
Real  Property  by  casualty  or  other  causes  or events beyond the control of
Seller;  provided,  however,  that  Seller's  maintenance obligations under this
subsection  shall  not  include  any obligation to make capital expenditures not
incurred  in  Seller's  normal  course of business or any other expenditures not
incurred  in  Seller's  normal course of business; (ii) continue to maintain its
existing  insurance  coverage;  and  (iii)  not  grant  any  voluntary  liens or
encumbrances  affecting  the  Facility.
10.     TITLE.  Seller  does  not  make  any  representations,  warranties  or
covenants  concerning title to the Real Property except that after the Effective
Date,  Seller  shall  not  execute  any deed, easement, restriction, covenant or
other  matter  affecting  title  to  the  Real  Property  (other  than Occupancy
Agreements)  unless Buyer has received a copy thereof and has expressly approved
the  same  in  writing  (such  approval  will  not  be  unreasonably  withheld,
conditioned  or  delayed).  Prior  to April 29, 2002 (the "TSZ OBJECTION DATE"),
Buyer shall obtain, at its sole cost and expense, from any nationally recognized
     title  insurance company (the "TITLE COMPANY") a title insurance commitment
for the Facility (the "TITLE COMMITMENT") and shall have the right to obtain, at
its  sole  cost  and  expense, (i) a land survey for the Facility ("SURVEY") and
(ii)  a  zoning  letter  from  the municipality in which the Facility is located
stating  the  zoning  designation  of  the area in which the Facility is located
("ZONING  LETTER").  On  or  prior  to the TSZ Objection Date, Buyer may provide
Seller  with a written notice stating any specific matters (each, a "DISAPPROVED
MATTER")  in  the  Title Commitment's exceptions, Survey, or Zoning Letter which
are  unacceptable  to  Buyer.  Seller shall have no obligation hereunder to cure
any  Disapproved  Matter  and any failure of Seller to respond to Buyer's notice
shall  be  deemed  an election not to cure a Disapproved Matter.  Within one (1)
Business  Day  of  its  receipt  of Buyer's notice, Seller shall notify Buyer in
writing  of any Disapproved Matters which Seller is unwilling or unable to cause
to  be  removed  or  insured against prior to or at closing, and with respect to
such  Disapproved Matters, Buyer shall then elect within one (1) Business Day of
its  receipt  of  Seller's  notice  (or  deemed  receipt)  (a) to terminate this
Contract and to receive a refund of one-half of the Earnest Money (the remaining
one-half  of  the  Earnest  Money to be delivered to Seller) or (b) to waive its
disapproval  of  such  Disapproved  Matters  and,  subject  to the terms of this
Contract,  to  proceed  to  closing  hereunder.  Buyer's  failure  to respond to
Seller's  notice  shall  be  deemed an election to terminate this Contract under
clause  (a) of the immediately preceding sentence.  If Seller shall fail to cure
any  Disapproved  Matter  prior  to  the Closing Date which it notified Buyer it
would cure and Buyer is unwilling to acquire the Facility subject thereto, Buyer
shall  have  the  right  to terminate this Contract and to receive the return of
one-half of the Earnest Money (the remaining one-half of the Earnest Money to be
delivered  to  Seller).  Any easements, covenants, restrictions or exceptions of
record  that  are  shown  on  the  Title Commitment as of the TSZ Objection Date
together  with  (a)  all  laws,  ordinances,  statutes, orders, requirements and
regulations  to  which  the  Facility are subject, (b) all terms, conditions and
provisions of all oral or written leases of space (or other license or occupancy
agreements)  for  all  or  any  portion  of  the  Facility,  (c)  the preprinted
exceptions in the Title Commitment or Title Policy, and (d) any Title Commitment
requirements  which are Buyer's responsibility to fulfill (such as providing the
Title  Company  with  organizational  and  authorization  documentation),  but
specifically  excluding  any  of  the foregoing which become Disapproved Matters
which  Seller  has  agreed  to  cure,  are hereinafter referred to as "PERMITTED
EXCEPTIONS."  It  shall  be  a  condition  of  Buyer's  obligation to consummate
closing  that at closing, at Buyer's expense, the Title Company will be prepared
to  issue to Buyer an owner's title insurance policy for the Facility (ALTA 1992
form),  subject only to the Permitted Exceptions (the "TITLE POLICY").  It shall
not  be  a  condition precedent to closing that Buyer obtain any endorsements to
such  Title  Policy  (or  extended  coverage).
11.     COSTS.  Buyer  shall  pay  the  cost  of  all  premiums  and  charges in
connection  with  any  title  insurance issued to Buyer, the cost of preparing a
Facility  land  survey,  all recording and filing charges in connection with the
Deed,  one-half  of  all escrow charges due to the Escrow Agent and all costs of
Buyer's  due  diligence,  including  fees due its consultants.  Seller shall pay
one-half  of all escrow charges due to the Escrow Agent and any assumption costs
and expenses described in Section 3.  Each party shall pay the fees and costs of
its  own  counsel.
12.     CONDITIONS  PRECEDENT  TO  CLOSING.
(a)     Conditions to Buyer's Obligations.  The obligations of Buyer to purchase
        ----------------------------------
     the Facility from Seller and to perform the other covenants and obligations
to  be  performed by Buyer on the Closing Date shall be subject to the following
conditions  (all  or any of which may be waived in writing, in whole or in part,
by  Buyer):
(i)     Representations and Warranties True.  The representations and warranties
        -----------------------------------
     made  by  Seller  under  this  Contract  shall  be  true and correct in all
material  respects  on  the  Effective Date and shall be true and correct in all
material  respects  on and as of the Closing Date with the same force and effect
as if such representations and warranties had been made on and as of the Closing
Date.
(ii)     Seller's  Performance.  Seller  shall  have  performed  all  covenants,
         ---------------------
agreements and delivered all documents required by this Contract to be performed
or  delivered  by  it  on  or  before  the  Closing  Date.
(iii)     Required Consent.  Subject to the provisions of Section 3, on or prior
          ----------------
to  the  Closing  Date,  the  Required  Consent  shall  have  been obtained upon
commercially  reasonable  terms  and  conditions; provided that Lender requiring
Emeritus  Corporation  to assume the same guaranty obligations in respect of the
Existing Debt as WHSLC has in respect of the Existing Debt shall be deemed to be
commercially  reasonable,  but  Lender requiring Emeritus Corporation to pay any
fee  or  to  undertake  greater obligations than those reflected in the Existing
Debt  shall  not  be  deemed  to  be  commercially  reasonable.
(iv)     Licenses.  Buyer  shall  have  received  all  licenses and governmental
         --------
approvals  necessary  to  operate the Facility and all such licenses shall be on
terms  and  conditions  reasonably  acceptable  to  Buyer  (it being agreed that
Buyer's  receipt  of  the  same  licenses  currently held by Seller on terms and
conditions  substantially similar to the terms and conditions under which Seller
hold  such  licenses  (except  that  Buyer's  license  may include any customary
conditions subsequent imposed in connection with any transfer of ownership, such
as  a  post-closing  survey)  is  deemed  reasonably  acceptable  to  Buyer).
(v)     Title to Real Property.  On the Closing Date, the Title Company shall be
        ----------------------
unconditionally  obligated  and prepared, subject to the payment by Buyer of the
applicable title insurance premiums and other related charges, to issue to Buyer
the  Title  Policy  in  accordance with the requirements of Section 10, provided
that  Buyer  shall  have  ordered  the  Title  Commitment in accordance with the
requirements  of  Section  10.
(b)     Conditions  to  Seller's Obligations.  The obligations of Seller to sell
        -------------------------------------
the  Facility  to Buyer and to perform the other covenants and obligations to be
performed  by  Seller  on  the  Closing  Date  shall be subject to the following
conditions  (all  or any of which may be waived in writing, in whole or in part,
by  Seller):
(i)     Representations and Warranties True.  The representations and warranties
        -----------------------------------
     made by Buyer under this Contract shall be true and correct in all material
respects  on the Effective Date and shall be true and correct in all respects on
and  as  of  the  Closing  Date  with  the  same  force  and  effect  as if such
representations  and  warranties  had  been  made on and as of the Closing Date.
(ii)     Buyer's  Performance.  Buyer  shall  have  performed  all  covenants,
         --------------------
agreements and delivered all documents required by this Contract to be performed
or  delivered  by  it  on  or  before  the  Closing  Date.
(iii)     Licenses.  Buyer  shall  have  received  all licenses and governmental
          --------
approvals  necessary  to  operate the Facility and all such licenses shall be on
terms  and  conditions  reasonably  acceptable  to  Buyer  (it being agreed that
Buyer's  receipt  of  the  same  licenses  currently held by Seller on terms and
conditions  substantially similar to the terms and conditions under which Seller
hold  such  licenses  (except  that  Buyer's  license  may include any customary
conditions subsequent imposed in connection with any transfer of ownership, such
as  a  post-closing  survey)  is  deemed  reasonably  acceptable  to  Buyer).
(iv)     Required  Consent.  Subject to the provisions of Section 3, on or prior
         -----------------
to  the  Closing Date, the Required Consent shall have been obtained, including,
without  limitation,  the  release  of Seller and WHSLC from liability under the
Existing  Debt  as  of  the  Closing  Date.
(c)     Failure  of  Conditions  Precedent.  Subject  to  the  terms of the next
        ----------------------------------
sentence, in the event that all conditions precedent for closing as specified in
     Section  12(a)  and (b) above are not fulfilled on the Closing Date (as the
same may be extended by written agreement of Seller and Buyer), the Escrow Agent
shall  return  all of Buyer's funds to Buyer and all documents to the party that
has  delivered such documents to the Escrow Agent, except that the Earnest Money
shall  be  distributed  to  the  party  entitled to receive the Earnest Money in
accordance  with  the  provisions  of  this  Contract.  In  the  event  that the
conditions  precedent  in  Sections  12(a)(iv)  and  12(b)(iii)  (the  "LICENSE
CONDITION")  are not satisfied on the Closing Date, Seller or Buyer may elect to
extend  the  Closing  Date  for a reasonable period of time, provided that in no
event  shall the Closing Date be extended in the aggregate more than thirty (30)
days.
13.     RISK OF LOSS.  If, prior to the Closing Date, any Facility is damaged by
     fire  or  by  any  other cause whatsoever, Seller shall promptly give Buyer
written  notice  of  such  damage.
(a)     If  the  cost  of  repairing such damage is not in excess of Two Hundred
Fifty Thousand Dollars ($250,000) at the time of such casualty (as determined by
     Seller's independent insurer), then (a) Buyer shall receive at the closing,
to  the  extent  such  sums  have  not  been  expended  on  repair work with the
reasonable  approval  of  Buyer  (except  for  emergency  repairs,  for which no
approval  shall  be  required),  the  amount  of  the deductible plus the amount
necessary  to  repair  any  uninsured  loss  plus an assignment of all insurance
proceeds payable (but not yet paid) as a result of such loss, plus all insurance
proceeds received by Seller as a result of such casualty loss, (b) this Contract
shall continue in full force and effect with no reduction in the Purchase Price,
and  (c)  Seller  shall  have  no  obligation  to  repair  such  damage.
(b)     If  the  cost  of  repairing  damage  from  such casualty is equal to or
greater  than  Two Hundred Fifty Thousand Dollars ($250,000) at the time of such
casualty  (as determined by Seller's independent insurer), then Buyer shall have
the  right,  for a period of ten (10) days from the date of notice of the amount
of  damage  caused by the casualty, to terminate this Contract by giving written
notice of termination to Seller within such period and the Closing Date shall be
extended  if  necessary  to  allow  Buyer  to have this full ten (10) day review
period.  Upon  such  termination,  the entire Earnest Money shall be returned to
Buyer  and  the  parties  hereto  shall  be  released  of  any further liability
hereunder  except as otherwise provided herein.  If Buyer fails to notify Seller
within  such period of Buyer's exercise of its right to terminate this Contract,
then  Buyer  shall proceed to closing subject to the terms and conditions hereof
and,  to  the  extent  such  sums have not been expended on repair work with the
reasonable  approval  of  Buyer  (except  for  emergency  repairs,  for which no
approval  shall  be  required),  all  insurance proceeds received by Seller as a
result  of  such casualty loss plus the amount of the deductible plus the amount
of any uninsured loss shall be paid to Buyer at the closing.  To the extent such
proceeds  have  not  yet  been  received by Seller, then Seller's rights to such
proceeds  shall  be  assigned  to  Buyer at the closing upon payment of the full
Purchase  Price to Seller by Buyer and Seller shall have no obligation to repair
such  damage.
14.     SELLER'S  FAILURE  TO  PERFORM.  If  all  of  the conditions to Seller's
obligation  to  close  have been satisfied or waived but Seller fails to perform
under  this  Contract  when  obligated  to  do  so, Buyer may either (a) enforce
specific  performance  hereof,  or  (b)  terminate this Contract and receive the
Earnest  Money  and, in the event of such termination, Buyer and Seller shall be
relieved  of  all  obligations  and  liabilities  under this Contract (except as
otherwise  provided  in this Contract).  If Buyer elects subsection (a) from the
previous  sentence,  the  parties  shall  continue this Contract pending Buyer's
action  for specific performance, in which latter event Buyer, as a condition to
such  action,  shall  not  accept  return  of  the  Earnest  Money.
15.     BUYER'S  FAILURE  TO  PERFORM.  If  all  of  the  conditions  to Buyer's
obligation  to  close  have  been satisfied or waived but Buyer fails to perform
this  Contract  when  obligated to do so, the entire amount of the Earnest Money
shall be paid to and retained by Seller as fixed, agreed and liquidated damages,
and  as  Seller's  exclusive  remedy for such failure to perform, and Seller and
Buyer shall be relieved from all liabilities and obligations under this Contract
(except  as  otherwise  provided  in  this  Contract).
16.     ATTORNEYS'  FEES;  COSTS.  In connection with any litigation arising out
of  this  Contract, the prevailing party shall be entitled to recover reasonable
attorneys'  fees  and  costs  at  both  the  trial  and  appellate  levels.
17.     CONDEMNATION.  In  the event of the institution, prior to closing of any
proceedings,  judicial, administrative or otherwise, which relate to a taking or
proposed  taking  of  any portion of the Real Property by eminent domain, Seller
shall  immediately  notify  Buyer  thereof.  In  the event of any such taking or
proposed taking which relates to more than five percent (5%) of the land area of
the  Real  Property,  Buyer  shall  have  the  right  to  appear and defend such
condemnation  proceedings,  and  in  the  event the closing occurs, any award in
condemnation  shall,  at  Buyer's  election,  become  the  property  of  Buyer.
18.     BROKERS AND AGENTS.  Each of the parties represents to the other that it
has  not  retained  or used the services of a broker or agent in connection with
this  transaction.  Each  party  agrees to indemnify and hold the other harmless
from any claims of brokers or agents for fees or commissions arising out of this
transaction  attributable to a breach by such party of its representations under
this  Section.
19.     NOTICES.  Any  notice  required or permitted to be given hereunder shall
be in writing and delivered by a nationally recognized overnight courier service
providing a receipt (such as Federal Express), by hand or by facsimile addressed
as  follows:  (i)  if to Buyer: Emeritus Corporation, Attention: Daniel R. Baty,
Chairman  and  CEO, 3131 Elliott Avenue, Suite 500, Seattle, WA  98121, Tel. No.
206-298-2909,  Fax No. 206-301-4500, with a copy to Randi S. Nathanson, Esquire,
The  Nathanson  Group  PLLC,  1520 Fourth Avenue, Sixth Floor, Seattle WA 98101,
Tel.  No.  206-623-6239,  Fax  No.  206-623-1738;  if to Seller, c/o Horizon Bay
Management,  L.L.C., Attention:  Thilo D. Best, President and CEO, 111 E. Wacker
Drive,  Suite  2450,  Chicago,  Illinois  60601,  Tel. No. 312-297-9494, Fax No.
312-297-9502,  with  a  copy to Whitehall Street Real Estate Limited Partnership
VII, Attention:  Chief Financial Officer, 85 Broad Street, 19th Floor, New York,
New  York 10004, and with a copy to Kenneth S. Jacob, Esquire, Arent Fox Kintner
Plotkin  &  Kahn,  PLLC,  1050  Connecticut  Avenue,  N.W.,  Washington,  D.C.
20036-5339, Tel. No. 202-775-5750; Fax No. 202-857-6395, or at any other address
designated by either party by notice to the other party pursuant to this Section
19.  Notices  shall  be deemed given when received or when receipt is refused by
the  party to whom it is addressed, if delivered by overnight courier service or
by  hand or on the date the automatic acknowledgment indicates delivery was made
to  the  party  to  whom  it  is  addressed,  if  sent  by  facsimile.
20.     ENTIRE  AGREEMENT.  This  Contract shall constitute the entire agreement
between  the  parties, and no prior verbal or written agreement of understanding
shall  survive the execution of this Contract.  In the event of any amendment or
modification of this Contract, the amendment or modification shall be in writing
signed  by  all  the  parties,  or their agents, in order to be binding upon the
parties.  This  Contract,  or  a memorandum thereof, shall not be recorded among
the  land  records.
21.     FURTHER  ASSURANCES.  Seller  agrees  that it will, at any time and from
time  to  time  after the Closing Date, upon request of and at the sole cost and
expense  of  Buyer,  do,  execute,  acknowledge and deliver, or will cause to be
done,  executed,  acknowledged  and  delivered,  all  such  further acts, deeds,
assignments, transfers, conveyances and assurances as may reasonably be required
for  the assigning, transferring, granting, assuring and confirming to Buyer, or
for aiding and assisting in collecting and reducing to possession, any or all of
the  assets  or property being sold to Buyer pursuant to this Contract, provided
that the same do not impose any liability on Seller beyond that provided in this
Contract  or  any  document  required  to be executed by Seller pursuant to this
Contract  (other  than  under  this  Section).
22.     WAIVER  OF  JURY  TRIAL.  The  parties hereto waive trial by jury in any
action,  proceeding or counterclaim brought by any party against any other party
on  any  matter  arising  out  of  or  in  any way connected with this Contract.
23.     BENEFIT  AND BURDEN; LIABILITY.  This Contract shall be binding upon and
inure  to  the benefit of the parties hereto and their respective successors and
permitted  assigns.  Buyer  shall  not  assign  its  rights  under this Contract
without  Seller's  prior written consent but Buyer shall have the right, without
Seller's  consent but with notice to Seller, to designate any subsidiary to take
title  to  the  Facility.
24.     APPLICABLE  LAW.  This  Contract shall be governed by and interpreted in
accordance  with  the  laws  of  the  State  of  Louisiana.
25.     LIMITATIONS  ON  CLAIMS;  SURVIVAL.
(a)     Limitations  on  Buyer's  Claims.  Notwithstanding  any provision to the
        --------------------------------
contrary  herein  or  in  any  document  or  instrument  executed  by Seller and
delivered  to  Buyer  or  its  designee  at  or  in  connection with the closing
(collectively,  "CLOSING  DOCUMENTS"), Seller shall have no liability whatsoever
with respect to any suits, actions, proceedings, investigations demands, claims,
     liabilities, fines, penalties, liens, judgments, losses, injuries, damages,
expenses  or  costs,  including without limitation, attorneys' and experts' fees
and costs and investigation and remediation costs (collectively, "CLAIMS") under
any  of  the  representations  and  warranties and indemnities contained in this
Contract  or  in  any  Closing Document, except to the extent that the aggregate
amount  of  all Claims for breach of Seller's representations and warranties and
indemnities exceeds $25,000 (the "THRESHOLD AMOUNT") (but if such Claim is valid
and  is finally determined (or settled) to be in excess of the Threshold Amount,
then Seller's liability shall extend to the "first dollar" of Buyer's Claim(s));
provided,  however,  notwithstanding  any provision to the contrary herein or in
any  Closing  Document, the total liability of Seller for any or all Claims with
respect to the Facility shall not exceed Two Hundred Thousand Dollars ($200,000)
(the  "CAP  AMOUNT").  Further,  notwithstanding  any  provision to the contrary
herein  or  in any Closing Document, Seller shall have no liability with respect
to  any  Claim  under  any of the representations and warranties and indemnities
contained in this Contract or in any Closing Document, which Claim relates to or
arises  in  connection  with  (1)  any Hazardous Materials (except solely to the
extent  that Seller have breached their representation in Section 7(a)), (2) the
physical  condition of the Facility (except solely to the extent that Seller has
breached  its  representation  in  Section  7(a))  or  (3)  any other matter not
expressly  set  forth  in  Seller's  representations and warranties set forth in
Section 7(a) or their indemnities in any Closing Document.  Buyer shall not make
any  Claim  or  deliver  any  Claim Notice unless in good faith, it believes the
Claim  would  exceed  the  Threshold  Amount  as  set  forth  above.
(b)     Survival  of Buyer's Claims.  Except as otherwise specifically set forth
        ---------------------------
in  this  Contract, the representations and warranties and indemnities of Seller
contained  herein  or  in any Closing Document shall survive only until the date
which  is  twelve  (12) months after the Closing Date (the "SURVIVAL DATE"). Any
Claim  that  Buyer  may  have  any  time  against  Seller for breach of any such
representation, warranty or indemnity, whether known or unknown, with respect to
which  a  Claim  Notice  has  not  been  delivered  to Seller on or prior to the
                         --------
Survival  Date, shall not be valid or effective.  For the avoidance of doubt, on
the  Survival  Date,  Seller shall be fully discharged and released (without the
need  for  separate  releases  or  other  documentation)  from  any liability or
obligation  to  the  Buyer, Buyer's designee and/or their successors and assigns
with  respect  to  any Claims or any other matter relating to this Contract, any
Closing  Document or the Facility, except solely for those matters that are then
the  subject  of  the  pending  Claim  Notice  delivered  by  Buyer  to  Seller.
(c)     Limitations  on  Seller's  Claims.  Notwithstanding any provision to the
        ---------------------------------
contrary herein or in any document or instrument executed by Buyer and delivered
to  Seller  at  or  in connection with the closing (collectively, "BUYER CLOSING
DOCUMENTS"), Buyer shall have no liability whatsoever with respect to any Claims
under  any  of  the  representations and warranties and indemnities contained in
this  Contract  or  in any Buyer Closing Document, except to the extent that the
aggregate  amount  of  all  Claims  for  breach  of  Buyer's representations and
warranties  and  indemnities  exceeds the Threshold Amount (but if such Claim is
valid  and  is  finally determined (or settled) to be in excess of the Threshold
Amount,  then  Buyer's  liability shall extend to the "first dollar" of Seller's
Claim(s));  provided,  however,  notwithstanding  any  provision to the contrary
herein or in any Buyer Closing Document, the total liability of Buyer for any or
all  Claims  with  respect  to  the  Facility  shall  not exceed the Cap Amount.
Further,  notwithstanding  any  provision to the contrary herein or in any Buyer
Closing  Document, Buyer shall have no liability with respect to any Claim under
any  of  the  representations  and  warranties and indemnities contained in this
Contract  or  in any Buyer Closing Document, which Claim relates to or arises in
connection  with  (1) any Hazardous Materials, (2) the physical condition of the
Facility  or  (3)  any  other  matter  not  expressly  set  forth  in  Buyer's
representations  and  warranties set forth in Section 7(b) or its indemnities in
any  Buyer  Closing  Document.  Seller  shall  not make any Claim or deliver any
Claim  Notice  unless  in good faith, Seller believes the Claim would exceed the
Threshold  Amount  as  set  forth  above.
(d)     Survival of Seller's Claims.  Except as otherwise specifically set forth
        ---------------------------
in  this  Contract,  the representations and warranties and indemnities of Buyer
contained  herein  or in any Buyer Closing Document shall survive only until the
Survival  Date. Any Claim that Seller may have any time against Buyer for breach
of  any  such  representation,  warranty or indemnity, whether known or unknown,
with respect to which a Claim Notice has not been delivered to Buyer on or prior
                                     -------
to  the  Survival  Date,  shall not be valid or effective.  For the avoidance of
doubt,  on  the  Survival  Date,  Buyer  shall  be fully discharged and released
(without  the  need  for  separate  releases  or  other  documentation) from any
liability  or  obligation  to  the  Seller,  Seller's  designee(s)  and/or their
successors  and  assigns with respect to any Claims or any other matter relating
to  this Contract, any Buyer Closing Document or the Facility, except solely for
those matters that are then the subject of the pending Claim Notice delivered by
Seller  to  Buyer.
(e)     HBM  Guaranty.  HBM shall execute at closing a Guaranty substantially in
        -------------
the  form of Exhibit K, guaranteeing Seller's obligation to pay to Buyer damages
             ---------
due  under  this  Contract arising from a breach of Seller's representations and
warranties  set  forth  in Section 7(a) of the Contract, provided that HBM shall
only  be  liable  under  such Guaranty to the extent that Seller would be liable
under  the  provisions  of  this  Section 25 and in no event shall HBM's maximum
amount  of  liability under the Guaranty exceed the Cap Amount.  Furthermore, to
the  extent  Buyer  collects from Seller under a Claim the Cap Amount, HBM shall
have  no  further  liability  under  such  Guaranty.
(f)     Closing  Survival  and  Section  Applicability.  This  Section  25 shall
        ----------------------------------------------
survive  closing.  The limitations on Claims (including, without limitation, the
Threshold  Amount  and  the Cap Amount) and all other aspects of this Section 25
shall  be  inapplicable  to  the  provisions  of  Section 4 (Seller's Funding of
Operating  Losses)  and  Section 6(d) (Adjustments).  Nothing in this Section 25
shall  restrict  Buyer  from interpleading Seller in any action filed by a third
party against Buyer relating to Seller's ownership and operation of the Facility
prior  to  closing.
26.     TIME  OF  THE  ESSENCE.  All  times,  wherever  specified herein for the
performance by Seller or Buyer of their respective obligations hereunder, are of
     the  essence  of  this  Contract.  Notwithstanding  the foregoing, any time
period  provided  for  herein  which  shall  end on a Saturday, Sunday, or legal
holiday  shall  extend to the next Business Day.  For purposes of this Contract,
the  term  "BUSINESS  DAY"  shall  mean  those  days of the week which are not a
Saturday,  Sunday  or  any  other federal or state holiday in which the banks in
Chicago  are  not  open  for  business.
27.     COUNTERPARTS.  This  Contract  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  a  single  agreement binding on the parties hereto.
28.     DRAFTS  NOT  AN  OFFER  TO  ENTER  INTO A LEGALLY BINDING CONTRACT.  The
parties  hereto  agree  that  the  submission of a draft of this Contract by one
party  to another is not intended by either party to be an offer to enter into a
legally  binding  contract with respect to the purchase and sale of the Facility
pursuant to the terms of this Contract.  The parties shall be legally bound with
respect  to  the purchase and sale of the Facility pursuant to the terms of this
Contract  only  if  and  when the parties have been able to negotiate all of the
terms  and  provisions  of  this  Contract in a manner acceptable to each of the
parties  in their respective sole discretion, including, without limitation, all
of  the  Exhibits  and Schedules hereto, and each of Seller and Buyer have fully
executed  and delivered to each other a counterpart of this Contract, including,
without  limitation,  all  Exhibits  and  Schedules  hereto.
29.     CONFIDENTIALITY,  DISCLOSURE  AND  PRESS  RELEASES.
(a)     Confidentiality  Agreement.  As  a  condition  to  Seller's agreement to
        --------------------------
furnish  and/or  disclose  Confidential  Information  (as  defined  in  the
confidentiality  agreement  attached  hereto  as  Exhibit  I)  to  Buyer and its
                                                  ----------
Representatives  for  review  and inspection, Buyer hereby agrees to be bound by
the  confidentiality  agreement  in  the  form  attached  hereto  as  Exhibit I.
                                                                      ---------
(b)     Disclosure.  Notwithstanding  any  language  in  this  Contract  to  the
        ----------
contrary,  in  no  event  shall  Buyer  contact  any Facility-based employees or
otherwise  disclose  the  transactions  contemplated  by  this  Contract  to any
Facility-based  employees  until  the  later  of  (i) the Effective Date or (ii)
Buyer's  issuance  of  the  Press  Release  (hereinafter  defined).
(c)     Press  Release.  Seller  and Buyer hereby covenant that (i) prior to the
        --------------
closing  they  shall  not  issue any press release or public statement (a "PRESS
RELEASE")  with respect to the transaction contemplated by this Contract without
the prior consent of all parties to this Contract, except to the extent required
by  law  or  the regulations of the Securities and Exchange Commission, and (ii)
after  the closing, any Press Release issued by Seller or Buyer shall be subject
to  the  review  and  approval  of all such parties (which approval shall not be
unreasonably withheld).  If Seller or Buyer are required by law to issue a Press
Release,  such party shall, at least two (2) Business Days prior to the issuance
of the same, deliver a copy of the proposed Press Release to the other party for
its  review.  Notwithstanding  any  language  to  the  contrary  herein,  Buyer
covenants  to  issue  a  Press  Release on the Effective Date or such earlier or
later  date  as  may be mutually agreed by Seller and Buyer, which Press Release
shall  be  subject  to  Seller's review and approval (which approval will not be
unreasonably  withheld  and may not be withheld with respect to any provision of
the  Press Release which is required by law or the regulations of the Securities
and  Exchange  Commission).
30.     ESCROW.
(a)     Interpleader.  In  the  event of a dispute concerning the disposition of
        ------------
the  Earnest Money, the Escrow Agent shall have the right at any time to deposit
any cash funds held by it under this Contract with the clerk of the court having
     jurisdiction.  The  Escrow  Agent shall give written notice of such deposit
to  Seller and Buyer.  Upon such deposit, the Escrow Agent shall be relieved and
discharged  of  all  further  obligations  and  responsibilities  hereunder.
(b)     Escrow  Agent  as  Stakeholder.  The parties acknowledge that the Escrow
        ------------------------------
Agent  is  acting  solely  as  a  stakeholder  at  their  request  and for their
convenience.  Seller  and  Buyer  shall jointly and severally indemnify and hold
the  Escrow  Agent  harmless  from  and against all costs, claims, and expenses,
including  reasonable  attorneys'  fees,  incurred  in  connection  with  the
performance  of  the  Escrow  Agent's  duties  hereunder, except with respect to
actions  or  omissions  taken  or  suffered by the Escrow Agent in bad faith, in
willful  disregard of this Contract or involving gross negligence on the part of
the  Escrow  Agent.
                  [Remainder of page intentionally left blank.]




     IN  WITNESS  WHEREOF,  the  undersigned parties have executed this Contract
under  seal  as  of  the  day  and  year  first  above  stated.

SELLER:
------

SENIOR  LIFESTYLE  SHREVEPORT,  L.L.C.


By:     /s/   Thilo  D.  Best
     Thilo  D.  Best
     President  and  Chief  Executive  Officer


BUYER:
-----

EMERITUS  CORPORATION


By:     /s/    Daniel  R.  Baty
     Daniel  R.  Baty
     Chairman  and  Chief  Executive  Officer



The  undersigned  Escrow  Agent executes this Contract solely for the purpose of
evidencing  its  agreement  to  perform  its  obligations,  as set forth in this
Contract, it being understood and agreed that Escrow Agent shall have absolutely
no  liability  for the performance by Seller or Buyer of their obligations under
this  Contract.

TITLE  NETWORK,  LTD.


By:
     Name:
     Title:



<PAGE>
HBM  is  executing this Contract for the sole purpose of agreeing to be bound by
the  provisions  of  Sections  4(d)  and  25(e).

HBM:
---

HORIZON  BAY  MANAGEMENT,  L.L.C.


By:     /s/    Thilo  D.  Best
     Thilo  D.  Best
     President  and  Chief  Executive  Officer


<PAGE>
                                LIST OF EXHIBITS
                                ----------------

Exhibit  Recitals     Definition  of  Personal  Property
-----------------
Exhibit  A          Legal  Description  of  Shreveport
----------
Exhibit  B          Shreveport  Existing  Debt  Loan  Documents
----------
Exhibit  C          Seller's  Operating  Loss  Funding  Obligations
----------
Exhibit  D          Form  of  Warranty  Deed
----------
Exhibit  E          Form  of  Assignment  and Assumption of Occupancy Agreements
----------
Exhibit F     Form of Assignment of Licenses, Intangibles (including Trade Name)
---------
and  Warranties
Exhibit  G          Form  of  Assignment  and  Assumption of Operating Contracts
----------
Exhibit  H          Form  of  Bill  of  Sale
----------
Exhibit  I          Form  of  Confidentiality  Agreement
----------
Exhibit  J          Form  of  HBM's  Guaranty  of  Operating  Losses
----------
Exhibit  K          Form  of  HBM's  Guaranty  of Representations and Warranties
----------



                                LIST OF SCHEDULES
                                -----------------

Schedule  4(b)          Form  of  Operating  Loss  Report
--------------
Schedule  7(a)(vi)     Litigation
------------------
Schedule  7(a)(xi)     Operating  Contracts
------------------


<PAGE>

                                EXHIBIT RECITALS
                                ----------------

 "PERSONAL  PROPERTY"  is  comprised  of  the  following  (expressly  excluding
operating  procedures  manuals,  corporate  systems  (such as accounting or cash
management  systems), accounts receivable, tax refunds, goodwill, the trade name
"Kingsley  Place  at Lincoln Square" and other trade names (other than the Trade
Name),  trademarks  and service marks, trade secrets and proprietary information
and  know-how  and  forms, including accounting and other proprietary software):

     (i)     all  resident  occupancy  agreements and commercial tenant lease or
other  occupancy  agreements  relating  to  the  Real  Property  (the "OCCUPANCY
AGREEMENTS");

     (ii)  to  the  extent  assignable,  any  and  all licenses, authorizations,
permits  and  approvals issued by any governmental authority and relating to its
ownership  and  operation  of  the  Real  Property  (the "ASSIGNABLE LICENSES");

     (iii)  all  furniture,  furnishings,  equipment,  inventory,  supplies  and
vehicles  owned  by  Seller  and  relating  to  the Real Property (the "TANGIBLE
PERSONAL  PROPERTY");

     (iv)  all  service,  maintenance  and  equipment contracts and leases under
which  Seller  is  vendee or lessee (excluding the Seller's Management Agreement
with  Horizon  Bay  Management,  L.L.C.)  to  the  Real Property (the "OPERATING
CONTRACTS");  and

     (v) all rights to the trade name "Kingsley Place at Shreveport" (the "TRADE
NAME").



<PAGE>
                                     ------



                                    EXHIBIT A
                                    ---------

                         LEGAL DESCRIPTION OF SHREVEPORT
                         -------------------------------


A  TRACT  OF  LAND located in Fractional Section 37, Township 17 North, Range 13
West,  Shreveport,  Caddo  Parish,  Louisiana,  being  more  fully  described as
follows:  Beginning  at  the Northeast corner of Lot 114, University Terrace, as
recorded  in  Book  1100,  pages 159 through 169 of the Records of Caddo Parish,
Louisiana,  said  point  also  located  on  the  Westerly  right  of way line of
University  Drive;  Thence leaving said Westerly right of way line run along the
Northerly  line  of  said University Terrace South 89  18'00" West a distance of
746.13 feet to a point of the high bank of Sand Beach Bayou; Thence leaving said
Northerly  line  of  University  Terrace  run along said high bank the following
courses  and  distances:  North  23  44'00"  East  a distance of 367.57 feet and
North  03  04'00"  East a distance of 115.60 feet; Thence leaving said high bank
run  North  89  18'00" East a distance of 586.50 feet to a point on the Westerly
right  of  way line of University Drive; Run thence along said Westerly right of
way  line  South  00  42'00"  East  a  distance  of  450.00 feet to the point of
beginning  of  tract,  containing  6.711  acres,  more  or  less.

<PAGE>

                                    EXHIBIT B
                                    ---------

                     SHREVEPORT EXISTING DEBT LOAN DOCUMENTS
                     ---------------------------------------


1.     Construction  Loan  Agreement by and between Senior Lifestyle Shreveport,
L.L.C.  and  GMAC  Commercial  Mortgage  Corporation

2.     Promissory  Note  ($6,480,000)

3.     Assignment of Leases and Rents by Senior Lifestyle Shreveport, L.L.C. and
GMAC  Commercial  Mortgage  Corporation

4.     Repayment Guarantee Agreement by WHSLC Realty, L.L.C. and GMAC Commercial
Mortgage  Corporation

5.     UCC-1  Financing  Statement

6.     Collateral Assignment of Contracts by Senior Lifestyle Shreveport, L.L.C.
to  GMAC  Commercial  Mortgage  Corporation

7.     Collateral  Mortgage  and  Security  Agreement



<PAGE>

                                    EXHIBIT C
                                    ---------

                   SELLER'S OPERATING LOSS FUNDING OBLIGATIONS
                   -------------------------------------------

The  Operating  Loss  Cap for the 365-day period following the Closing Date (the
"FIRST  YEAR  OPERATING  LOSS CAP") is $252,000.  The Operating Loss Cap for the
365-day  period following the first anniversary of the Closing Date (the "SECOND
YEAR OPERATING LOSS CAP") is $50,000.  In no event shall the aggregate Operating
Losses  paid  to  Buyer under this Contract exceed $302,000.  The Operating Loss
Caps  include,  as facility expenses, debt service and a management fee of 5% of
Gross  Revenues.
<PAGE>



                                    EXHIBIT D
                                    ---------

                              FORM OF WARRANTY DEED
                              ---------------------


State  of  LOUISIANA

Parish  of  Caddo

Be  it  known,  that  on  this                day  of                  2002;

Before me, the undersigned Notary Public, duly commissioned and qualified within
and  for  the  above  Parish  and  State, and in the presence of the undersigned
competent  witnesses,  personally  came  and  appeared  as  Seller:

                       Senior Lifestyle Shreveport, L.L.C.

whose  address  is  declared  to  be  111  E. Wacker Drive, Suite 2450, Chicago,
Illinois  60601;

who  declared  that  for  the  price of Ten Dollars ($10.00), cash in hand paid;
receipt  of  which  is hereby acknowledged, Seller does hereby sell and deliver,
with  full  warranty  of  title  and  subrogation  to  all rights and actions of
warranty  Seller  may  have  unto  Buyer:

                     [EMERITUS CORPORATION OR ITS DESIGNEE]

whose  address  is  declared  to  be 3131 Elliott Avenue, Suite 500, Seattle, WA
98121;

who  acknowledges  delivery  and possession of the following described property:

A  TRACT  OF  LAND located in Fractional Section 37, Township 17 North, Range 13
West,  Shreveport,  Caddo  Parish,  Louisiana,  being  more  fully  described as
follows:  Beginning  at  the Northeast corner of Lot 114, University Terrace, as
recorded  in  Book  1100,  pages 159 through 169 of the Records of Caddo Parish,
Louisiana,  said  point  also  located  on  the  Westerly  right  of way line of
University  Drive;  Thence leaving said Westerly right of way line run along the
Northerly  line  of  said University Terrace South 89  18'00" West a distance of
746.13 feet to a point of the high bank of Sand Beach Bayou; Thence leaving said
Northerly  line  of  University  Terrace  run along said high bank the following
courses  and  distances:  North  23  44'00"  East  a distance of 367.57 feet and
North  03  04'00"  East a distance of 115.60 feet; Thence leaving said high bank
run  North  89  18'00" East a distance of 586.50 feet to a point on the Westerly
right  of  way line of University Drive; Run thence along said Westerly right of
way  line  South  00  42'00"  East  a  distance  of  450.00 feet to the point of
beginning  of  tract,  containing  6.711  acres,  more  or  less.

To  have  and  to  hold  said property unto Buyer, Buyer's heirs, successors and
assigns,  forever.

All  parties  signing  the within instrument, either as parties or as witnesses,
have
declared  themselves  to  be  of  full  legal  capacity.

All agreements and stipulations, and all of the obligations herein assumed shall
insure  to  the benefit of and be binding upon the heirs, successors and assigns
of
the  respective  parties.

The certificate of mortgages, required by Article 3364 of the Revised Civil Code
of
Louisiana,  certificate of conveyances and tax certificate are dispensed with by
the
parties  hereto.  All  taxes  assessed against the property herein conveyed have
been
prorated  as  of  the  date  of  sale.

Thus  done  and  signed  at  my  office  in the City of ______________, State of
________________,  on the date first hereinabove written, in the presence of the
undersigned  competent witnesses and me, Notary, after due reading of the whole.

Witnesses:

                              SENIOR  LIFESTYLE  SHREVEPORT,  L.L.C.


                              By:
                                   Thilo  D.  Best
                                   President  and  Chief  Executive  Officer



                    ________________________________________
                                  Notary Public

<PAGE>


                                    EXHIBIT E
                                    ---------

                        FORM OF ASSIGNMENT AND ASSUMPTION
                        ---------------------------------
                             OF OCCUPANCY AGREEMENTS
                             -----------------------

     THIS  ASSIGNMENT AND ASSUMPTION OF OCCUPANCY AGREEMENTS (this "ASSIGNMENT")
is entered into on this ___ day of __________ 2002, between (i) Senior Lifestyle
Shreveport, L.L.C., a Delaware limited liability company ("ASSIGNOR"), having an
office  at  c/o Horizon Bay Management, L.L.C., 111 E. Wacker Drive, Suite 2450,
Chicago,  Illinois  60601  and  (ii)  [EMERITUS  CORPORATION OR ITS DESIGNEE], a
___________________ ("ASSIGNEE"), having an office at 3131 Elliott Avenue, Suite
500,  Seattle,  WA  98121.

     1.     Reference  to  Sale  Contract.  Reference is made to a Sale Contract
            -----------------------------
dated  April  __,  2002  between  Assignor,  as  seller, and Assignee, as buyer,
pursuant  to  which  Assignor  has  agreed to sell to Assignee, and Assignee has
agreed  to  purchase from Assignor, the Assignor's interest in the Real Property
and  other  assets  described  therein (the "SALE CONTRACT").  Capitalized terms
used  herein  and not otherwise defined herein shall have the meanings set forth
in  the  Sale  Contract.

     2.     Assignment.  For  good  and  valuable  consideration  received  by
            ----------
Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor
hereby  grants,  transfers and assigns to Assignee all right, title and interest
of  Assignor  as  landlord  in  and  to each of the Occupancy Agreements and the
security  deposits  thereunder.  Assignor  is not assigning any right to receive
delinquent  rent,  and  any  delinquent  rent  as  of  the  date hereof shall be
collected  and  paid  to  Seller  in  the  manner provided by the Sale Contract.

     3.     Assumption.  Assignee hereby assumes, and agrees to be bound by, all
            ----------
of  the covenants, agreements and obliga-tions of Assignor as landlord under the
Occupancy  Agreements which shall arise or be incurred, or which are required to
be  performed,  on  and  after the date of this Assignment, and Assignee further
assumes  all  liability  of  Assignor  for  the  proper  refund or return of the
security  deposits  if,  when  and  as  required  by the Occupancy Agreements or
otherwise by law.  Assignee is not assuming any obligation to collect and/or pay
to  Seller  any  delinquent  rent  as  of  the  date hereof, except as expressly
provided  in  the  Sale  Contract.

     4.     Binding  Effect.  This Assignment shall inure to the benefit of, and
            ---------------
be  binding upon, each of the parties hereto and their respective successors and
assigns.

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

     6.     Indemnification.
            ---------------

          (a)     Assignor  agrees  to  indemnify,  defend  and  hold  Assignee
harmless  from  and against all claims and demands of a resident or tenant under
any  Occupancy  Agreement  arising  as a result of Assignor's performance of, or
failure  to  perform,  the  covenants,  agreements  and  obligations  of  the
licensor/landlord  under  the  Occupancy  Agreements to be kept and performed by
Assignor  as  such  licensor/landlord  before  the  date  of this Assignment and
Assignor shall pay all costs and expenses (including reasonable attorneys' fees)
incurred  by  Assignee  in  enforcing  this  indemnity.

          (b)     Assignee  agrees  to  indemnify,  defend  and  hold  Assignor
harmless  from  and against all claims and demands of a resident or tenant under
any  Occupancy  Agreements  arising as a result of Assignee's performance of, or
failure  to  perform,  the  covenants,  agreements  and  obligations  of  the
licensor/landlord  under  the  Occupancy  Agreements to be kept and performed by
Assignee as such licensor/landlord, as the case may be, on and after the date of
this  Assignment  and  Assignee  shall  pay  all  costs  and expenses (including
reasonable  attorneys'  fees)  incurred by Assignor in enforcing this indemnity.



           [SIGNATURES OF THE PARTIES ARE SET FORTH ON THE NEXT PAGE]



<PAGE>
     IN  WITNESS WHEREOF, Assignor and Assignee have executed this Assignment on
the  day  and  year  first  above  written.

ASSIGNOR:

SENIOR  LIFESTYLE  SHREVEPORT,  L.L.C.,
a  Delaware  limited  liability  company


By:     ____________________________________
     Name:
     Title:

ASSIGNEE:

[EMERITUS  CORPORATION  OR  ITS  DESIGNEE],  a

By:
     Name:
     Title:



<PAGE>
------

                                    EXHIBIT F
                                    ---------

                   FORM OF ASSIGNMENT OF LICENSES, INTANGIBLES
                   -------------------------------------------
                      (INCLUDING TRADE NAME) AND WARRANTIES
                      -------------------------------------

     THIS  ASSIGNMENT  OF  LICENSES,  INTANGIBLES  (INCLUDING  TRADE  NAME)  AND
WARRANTIES  (this  "ASSIGNMENT")  is  entered into on this ___ day of __________
2002,  between  (i)  Senior  Lifestyle  Shreveport,  L.L.C.,  a Delaware limited
liability  company ("ASSIGNOR"), having an office at c/o Horizon Bay Management,
L.L.C.,  111  E.  Wacker  Drive,  Suite  2450,  Chicago, Illinois 60601 and (ii)
[EMERITUS  CORPORATION  OR  ITS  DESIGNEE],  a ___________________ ("ASSIGNEE"),
having  an  office  at  3131  Elliott  Avenue,  Suite  500,  Seattle,  WA 98121.

1.     Reference  to  Sale Contract.  Reference is made to a Sale Contract dated
       ----------------------------
April  __,  2002, between Assignor, as seller, and Assignee, as buyer (the "SALE
CONTRACT"),  pursuant to which Assignor agreed to sell to Assignee, and Assignee
agreed  to  purchase  from  Assignor,  the  Facility  and other assets described
therein.  Capitalized  terms  used herein and not otherwise defined herein shall
have  the  meanings  set  forth  in  the  Sale  Contract.

     2.     Assignment.  For  good  and  valuable  consideration  received  by
            ----------
Assignor,  the  receipt  and  suffi-ciency  of  which  are  hereby acknowledged,
Assignor  hereby  grants, transfers and assigns to Assignee all right, title and
interest of Assignor in and to: the Assignable Licenses, the Trade Names and any
other intangibles or warranty to the extent not excluded from transfer under the
terms  of  the  Sale Contract.  This Assignment shall not be effective as to any
Assignable  License,  Trade  Name  or other intangible or warranty which, by its
terms  or  as  a  matter  of  law,  cannot  be  assigned.

     3.     Binding  Effect.  This Assignment shall inure to the benefit of, and
            ---------------
be  binding upon, each of the parties hereto and their respective successors and
assigns.

     IN  WITNESS  WHEREOF,  Assignor has executed this Assignment on the day and
year  first  above  written.


By:     SENIOR  LIFESTYLE  SHREVEPORT,  L.L.C.,
     a  Delaware  limited  liability  company

     By:     ________________________
     Name:
          Title:


<PAGE>


                                    EXHIBIT G
                                    ---------

                        FORM OF ASSIGNMENT AND ASSUMPTION
                        ---------------------------------
                             OF OPERATING CONTRACTS
                             ----------------------
     THIS  ASSIGNMENT  AND ASSUMPTION OF OPERATING CONTRACTS (this "ASSIGNMENT")
is entered into on this ___ day of __________ 2002, between (i) Senior Lifestyle
Shreveport,  a Delaware limited liability company ("ASSIGNOR"), having an office
at c/o Horizon Bay Management, L.L.C., 111 E. Wacker Drive, Suite 2450, Chicago,
Illinois  60601  and  (ii)  [EMERITUS  CORPORATION  OR  ITS  DESIGNEE],  a
___________________ ("ASSIGNEE"), having an office at 3131 Elliott Avenue, Suite
500,  Seattle,  WA  98121.  ("ASSIGNEE").

1.     Property.  The  "PROPERTY"  shall  mean  the  real  property  located  in
       --------
Shreveport,  Caddo  Parish,  Louisiana,  legally  described in EXHIBIT A to this
Assignment.

2.     Service  Contracts.  The  "OPERATING  CONTRACTS" shall mean all contracts
       ------------------
relating  to  the  Property  listed  in  EXHIBIT  B  to  this  Assignment.

3.     Assignment.  For  good  and  valuable consideration received by Assignor,
       ----------
the  receipt  and  sufficiency of which are hereby acknowledged, Assignor hereby
grants,  transfers  and  assigns  to  Assignee  all right, title and interest of
Assignor  in  and  to  each  of  the  Operating  Contracts.

4.     Assumption.  Assignee  hereby  assumes, and agrees to be bound by, all of
       ----------
the  covenants,  agreements  and  obligations  of  Assignor  under the Operating
Contracts  which  shall  arise  or  be  incurred,  or  which  are required to be
performed,  on  and  after  the  date  of  this  Assignment.

5.     Indemnification.
       ---------------

(c)     Assignor agrees to indemnify, defend and hold Assignee harmless from and
     against  all  claims  and  demands of a vendor under any Operating Contract
arising  as  a  result  of Assignor's performance of, or failure to perform, the
covenants,  agreements  and  obligations  of  the  vendee  under  the  Operating
Contracts  to  be kept and performed by Assignor as such vendee, before the date
of  this  Assignment  (provided, however, that Assignor shall be responsible for
all  payment  obligations  accrued  by  the vendee under the Operating Contracts
before the date of this Assignment even if such sums are not due until after the
date  of  this  Assignment)  and  Assignor  shall  pay  all  costs  and expenses
(including  reasonable  attorneys'  fees) incurred by Assignee in enforcing this
indemnity.
(d)     Assignee agrees to indemnify, defend and hold Assignor harmless from and
against  all claims and demands of a vendor under any Operating Contract arising
as  a result of Assignee's performance of, or failure to perform, the covenants,
agreements  and  obligations  of  the vendee under the Operating Contracts to be
kept  and performed by Assignee as such vendee, as the case may be, on and after
the  date  of  this  Assignment  and  Assignee  shall pay all costs and expenses
(including  reasonable  attorneys'  fees) incurred by Assignor in enforcing this
indemnity.

     6.     Binding  Effect.  This Assignment shall inure to the benefit of, and
            ---------------
be  binding upon, each of the parties hereto and their respective successors and
assigns.

7.     Exhibits.  The Exhibits referred to in this Agreement and attached hereto
       --------
are  incorporated  herein  by  this  reference  and  made  a  part  hereof.

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

IN  WITNESS  WHEREOF,  Assignor  and  Assignee  have  executed  this  Assignment
effective  as  of  the  day  and  year  first  above  written.


ASSIGNOR:

SENIOR  LIFESTYLE  SHREVEPORT,  L.L.C.
a  Delaware  limited  liability  company


By:     ____________________________________
     Name:
     Title:

ASSIGNEE:

[EMERITUS  CORPORATION  OR  ITS  DESIGNEE],  a  ______________

By:     ____________________________________
     Name:
     Title:

<PAGE>


                                    EXHIBIT H
                                    ---------

     FORM  OF  BILL  OF  SALE
     ------------------------

     THIS  BILL  OF  SALE  (this "BILL OF SALE") is executed on this ____ day of
____________,  2002,  by  Senior  Lifestyle  Shreveport,  L.L.C.  ("SELLER"),  a
Delaware  limited  liability  company,  having an office at 111 E. Wacker Drive,
Suite  2450,  Chicago,  Illinois 60601, in favor of [EMERITUS CORPORATION OR ITS
DESIGNEE]  ("BUYER"),  a  ___________________,  having an office at 3131 Elliott
Avenue,  Suite  500,  Seattle,  WA  98121.

     1.     Reference  to  Sale  Contract.  Reference is made to a Sale Contract
            -----------------------------
dated  April  __,  2002  between  Seller and Buyer, pursuant to which Seller has
agreed  to  sell  to  Buyer,  and  Buyer has agreed to purchase from Seller, the
Assignor's interest in the Real Property and other assets described therein (the
"SALE  CONTRACT").  Capitalized  terms  used  herein  and  not otherwise defined
herein  shall  have  the  meanings  set  forth  in  the  Sale  Contract.

     2.     Sale.  For  good  and valuable consideration received by Seller, the
            ----
receipt  and  sufficiency  of which is hereby acknowledged, Seller hereby sells,
assigns  and transfers its Tangible Personal Property to Buyer free and clear of
all liens, charges and encumbrances.  Seller covenants and agrees to warrant and
forever  defend  title  to its Tangible Personal Property unto Buyer against all
and  every  person or persons.  Except as set forth in the immediately preceding
sentence,  Seller  makes  no  warranties  or  representations as to its Tangible
Personal  Property.

     IN  WITNESS WHEREOF, Seller has executed this Bill of Sale the day and year
first  above  written.

     SELLER:

SENIOR  LIFESTYLE  SHREVEPORT,  L.L.C.,
a  Delaware  limited  liability  company


By:     ____________________________________
     Name:
               Title:


<PAGE>
------

                                    EXHIBIT I
                                    ---------

                        FORM OF CONFIDENTIALITY AGREEMENT
                        ---------------------------------


PERSONAL  AND  CONFIDENTIAL
---------------------------
April  ___,  2002
c/o  Horizon  Bay  Management,  L.L.C.
111  E.  Wacker  Drive,  Suite  2450
Chicago,  Illinois  60601
Attention:  Thilo  D.  Best
RE:  CONFIDENTIALITY  AGREEMENT
     --------------------------
Dear  Thilo:
In  connection  with  the consideration by Emeritus Corporation or its affiliate
("BUYER")  of  the  potential  purchase  (the  "PURCHASE") from Senior Lifestyle
Shreveport,  L.L.C.  (the  "SELLER"),  of  the  Facility, as defined in the Sale
Contract  dated  as  of  April  __,  2002  between  Seller  and Buyer, Buyer has
requested  that  Seller  supply  certain Confidential Information (as defined in
paragraph  1  below).  As  a  condition  to Seller's agreement to furnish and/or
disclose  such  Confidential Information to Buyer for its review and inspection,
Buyer  agrees  to  be  bound  by  the  terms  set  forth  herein.
1.     "CONFIDENTIAL  INFORMATION"  shall  include  all information furnished to
Buyer  by Seller relating to Seller or assets held by Seller, as well as written
memoranda,  notes, analysis, reports, compilations, or studies prepared by Buyer
which  contain,  or  are  derived  from,  such  information furnished by Seller,
whether  in  writing,  computer  diskette,  other  medium or oral communication.
Notwithstanding  the  foregoing,  information  provided  by  Seller  shall  not
constitute  Confidential  Information  if  such  information  (i)  is or becomes
generally  available  to the public other than as a result of a disclosure by or
through  Buyer  or  its  directors,  officers,  employees  or  affiliates  in
contravention  of  this  agreement,  (ii)  was  already  available to, or in the
possession  of, Buyer prior to its disclosure by, or at the direction of, Seller
in  connection with Buyer's evaluation of the potential Purchase, or (iii) is or
becomes  available  to Buyer from a source (other than Seller) not bound, to the
knowledge  of Buyer, by any legal or other obligation prohibiting the disclosure
of  Confidential  Information  by  such  source  to  Buyer.
2.     Buyer  agrees  that  it will use Confidential Information exclusively for
the  purpose of evaluating the potential Purchase.  Buyer further agrees that it
will  not  disclose  Confidential  Information  to  any  third  party; provided,
however,  that Buyer may without liability disclose Confidential Information (i)
to  any  director, officer, employee of Buyer, or attorney, accountant, or other
technical  expert  retained  by  Buyer  who  needs  to  know  such  Confidential
Information  for  the  purpose  of  evaluating  the  potential Purchase or later
administering  such  Purchase and to Buyer's auditors, accountants and attorneys
(it  being  understood  and  agreed  that Buyer shall advise such persons of the
confidential  nature  of  such  Confidential  Information and such persons shall
agree  to  maintain  the  confidentiality  of  such  Confidential Information in
accordance  with  the  terms  hereof),  and  (ii)  to  the  extent required by a
subpoena,  judicial,  or  administrative  process.
3.     In  the  event  that  Buyer  desires to disclose Confidential Information
under  the circumstances contemplated by clause (ii) of the preceding paragraph,
Buyer  will  (a)  provide  Seller  with  prompt notice thereof, (b) consult with
Seller  on the advisability of taking steps to resist or narrow such disclosure,
and  (c) reasonably cooperate with Seller in any attempt that Seller may make to
obtain  an order or other reliable assurance that confidential treatment will be
accorded to designated portions of the Confidential Information.  However, Buyer
shall  not  be  obligated  to  suffer  civil  or  criminal  liability to prevent
disclosure  of  Confidential  Information  required  by  a  subpoena,  judicial,
regulatory  or  administrative  process.
4.     Buyer  agrees  that in the event the Purchase fails to occur, all written
Confidential  Information  and  all  copies  thereof  will be returned to Seller
promptly  upon  Seller's  request.
5.     In addition to any other remedies available to Seller, Buyer acknowledges
and  agrees that Seller shall be entitled to seek the remedies of injunction and
specific  performance  for  any  breach  of  the provisions of this agreement by
Buyer.
6.     Buyer  agrees  to indemnify and hold harmless Seller from and against all
loss,  liability, claim, damage and expenses (including attorneys' fees) arising
out  of  any  breach  of  this  agreement  by  Buyer  or  its  representatives.
7.     This  agreement shall be governed by and construed in accordance with the
laws  of  the  State  of  Louisiana.

Very  truly  yours,
Emeritus  Corporation,

By:  ______________________
Daniel  R.  Baty
          Chairman  and  Chief  Executive  Officer




<PAGE>
AGREED  TO  AND  ACCEPTED:
Horizon  Bay  Management,  L.L.C.,  on  behalf  of  Seller

By:  ______________________
Thilo  D.  Best
President  and  Chief  Executive  Officer

<PAGE>

                                    EXHIBIT J
                                    ---------

                          GUARANTY OF OPERATING LOSSES
                          ----------------------------

     THIS  GUARANTY  (the  "GUARANTY") is made and entered into this ____ day of
,  2002,  by  HORIZON  BAY  MANAGEMENT, L.L.C. ("GUARANTOR"), for the benefit of
EMERITUS  CORPORATION  ("BUYER").

                                    RECITALS
                                    --------

     A.     Senior  Lifestyle  Shreveport,  L.L.C. ("SELLER"), and Buyer entered
into  a  Sale Contract dated as of April __, 2002 (the "SALE CONTRACT") pursuant
to which Buyer agreed to purchase the Facility (as defined in the Sale Contract)
from  Seller,  subject  to  the  terms  and  conditions  of  the  Sale Contract.

     B.     Guarantor  benefited  by  Buyer  and  Seller  entering into the Sale
Contract,  and,  therefore, Guarantor executed the Sale Contract for the purpose
of  guaranteeing  the  performance  of  the  Guaranteed  Obligations (as defined
herein).

     NOW,  THEREFORE,  as an inducement for Buyer to consummate the transactions
contemplated  by  the  Sale  Contract,  and  for  other  good  and  valuable
consideration,  the  receipt  and  legal  sufficiency  of  which  are  hereby
acknowledged,  the  parties  do  hereby  agree  as  follows:

     1.     Definitions.  Capitalized  terms  used  in  this  Guaranty which are
            -----------
defined  in the Sale Contract as now in effect or as it may hereafter be amended
from  time  to  time  have  the  meanings  specified in the Sale Contract unless
expressly  otherwise  defined  herein.

     2.     Guaranty  of  Payment and Performance.  As set forth in Section 4(d)
            -------------------------------------
of  the  Sale  Contract,  Guarantor  hereby  irrevocably  and  unconditionally
guarantees to Buyer the payment of Seller's obligation to fund Operating Losses,
provided  that  Guarantor's maximum amount of liability under the Guaranty shall
not  exceed  the  applicable  Operating  Loss  Caps.  This  Guaranty  is  an
unconditional  guaranty  of  payment and not of collection, and Guarantor agrees
that Buyer  shall not be required to assert any claim or cause of action against
Seller  before  asserting  any  claim or cause of action against Guarantor under
this  Guaranty.  This  Guaranty  is  a continuing guaranty which shall remain in
full  force  and effect until all of the obligations set forth herein shall have
been  completely  performed or otherwise discharged.  The obligations under this
Section  which  Guarantor  is  guaranteeing  under this Guaranty are hereinafter
referred  to  as  the  "GUARANTEED  OBLIGATIONS".

     3.     Waiver  of  Notice.  Guarantor  hereby  waives  notice of acceptance
            ------------------
hereof,  and  of nonperformance or nonpayment by Seller of any of the Guaranteed
Obligations.

     4.     Further  Assurances.  Guarantor  will  at  any time and from time to
            -------------------
time  upon request by Buyer take or cause to be taken any action and execute and
deliver  such,  if  any,  further  documents as, in the opinion of Buyer, may be
necessary  in  order  to  assure  to  Buyer  the full benefits of this Guaranty.

     5.     Waiver.  Neither  this  Guaranty nor any term hereof may be changed,
            ------
waived,  discharged  or  terminated except by an instrument in writing signed by
Buyer  and  Guarantor expressly referring to this Guaranty and to the provisions
so  changed or limited.  No such waiver shall extend to or affect any obligation
not  expressly  waived  or  impair  any  right consequent thereon.  No course of
dealing  or delay or omission on the part of Buyer in exercising any right under
this  Guaranty  shall  operate  as  a waiver thereof or otherwise be prejudicial
thereto.

     6.     Insolvency  of  Seller  or  Guarantor.  This  Guaranty  shall not be
            -------------------------------------
affected,  modified,  or  impaired  by the voluntary or involuntary liquidation,
dissolution,  sale  or  other  disposition  of  all  or substantially all of the
assets,  marshalling  of  assets  and  liabilities,  receivership,  insolvency,
bankruptcy,  assignment  for  the  benefit  of  creditors,  reorganization,
arrangements,  composition  with  creditors or readjustment of, or other similar
proceedings affecting Seller or Guarantor, or any of the assets belonging to any
of  them.

     7.     Notices.  Any  demand or notice required or permitted to be given by
            -------
Buyer  to Guarantor under this Guaranty shall be given pursuant to the terms and
conditions  set  forth  in  Section  19  of  the Sale Contract, and addressed to
Guarantor  at  Horizon  Bay  Management,  L.L.C.,  Attention:  Thilo  D.  Best,
President  and  CEO,  111  E. Wacker Drive, Suite 2450, Chicago, Illinois 60601,
Tel.  No.  312-297-9494,  Fax  No. 312-297-9502, with a copy to Whitehall Street
Real  Estate  Limited  Partnership  VII, Attention:  Chief Financial Officer, 85
Broad  Street,  19th Floor, New York, New York 10004, and with a copy to Kenneth
S.  Jacob,  Esquire,  Arent  Fox  Kintner Plotkin & Kahn, PLLC, 1050 Connecticut
Avenue,  N.W.,  Washington,  D.C.  20036-5339,  Tel.  No.  202-775-5750; Fax No.
202-857-6395,  or  at  any  other  address  designated  by  Guarantor  to Buyer.

     8.     Waiver  of Notice and Consent.  Without notice to Guarantor, without
            -----------------------------
the  consent  of  Guarantor,  and  without  affecting  or  limiting  Guarantor's
liability  hereunder,  Buyer  may:

          (a)     grant  Seller extensions of time for payment of the Guaranteed
Obligations  or  any  part  thereof;

          (b)     grant  Seller extensions of time for performance of agreements
or  other  indulgences;

          (c)     compromise,  settle,  release,  or terminate any or all of the
obligations,
               covenants,  or  agreements of Seller under the Sale Contract; and

(d)     with  Seller's  written  consent,  modify  or  amend  any  obligations,
covenant,  or  agreement  of  Seller as set forth in the Sale Contract (and such
amendments  shall  nevertheless  be  binding  upon  Guarantor).

     9.     Continued  Effectiveness  and  Reinstatement.  This  Guaranty  shall
            --------------------------------------------
continue  to  be effective, or be reinstated, as the case may be, if at any time
any whole or partial payment or performance of any of the Guaranteed Obligations
or  any  other  obligation  hereunder  is  or  is sought to be rescinded or must
otherwise  be  restored  or  returned  by Buyer upon the insolvency, bankruptcy,
dissolution,  liquidation  or reorganization of Seller or Guarantor upon or as a
result  of  the  appointment  of  a  receiver, intervener, or conservator of, or
trustee  or  similar  officer for, Seller or Guarantor of or for any substantial
part  of its property, or otherwise, all as though such payments and performance
had  not  been  made.

     10.     General  Provisions.  This  Guaranty  shall  be  binding  upon  the
             -------------------
respective  successors  and assigns of Guarantor, and shall inure to the benefit
of  Buyer  and its successors and assigns; provided, however, Guarantor will not
assign  or otherwise transfer this Guaranty without the prior written consent of
Buyer, which consent may be granted or refused in Buyer's sole discretion.  This
Guaranty  shall  be governed by and construed in accordance with the laws of the
State  of  Delaware.  The  descriptive headings of the Sections of this Guaranty
have been inserted herein for convenience of reference only and shall not define
or  limit  the  provisions  hereof.  If  any provision of this Guaranty shall be
invalid,  illegal or unenforceable, the validity of all other terms hereof shall
be  in  no  way  affected  thereby,  and  this  Guaranty  shall  operate  and be
enforceable as if such invalid, illegal or unenforceable provisions had not been
included  herein.

     IN WITNESS WHEREOF, Guarantor has signed this Guaranty under seal as of the
day  and  year  first  above  written.

GUARANTOR:
---------

HORIZON  BAY  MANAGEMENT,  L.L.C.


By:
     Thilo  D.  Best
     President  and  Chief  Executive  Officer



<PAGE>

                                    EXHIBIT K
                                    ---------

                   GUARANTY OF REPRESENTATIONS AND WARRANTIES
                   ------------------------------------------

     THIS  GUARANTY  (the  "GUARANTY") is made and entered into this ____ day of
,  2002,  by  HORIZON  BAY  MANAGEMENT, L.L.C. ("GUARANTOR"), for the benefit of
EMERITUS  CORPORATION  ("BUYER").

                                       RECITALS
                                       --------

     A.     Senior  Lifestyle  Shreveport,  L.L.C. ("SELLER"), and Buyer entered
into  a  Sale Contract dated as of April __, 2002 (the "SALE CONTRACT") pursuant
to which Buyer agreed to purchase the Facility (as defined in the Sale Contract)
from  Seller,  subject  to  the  terms  and  conditions  of  the  Sale Contract.

     B.     Guarantor  benefited  by  Buyer  and  Seller  entering into the Sale
Contract,  and,  therefore, Guarantor executed the Sale Contract for the purpose
of  guaranteeing  the  collection  of  the  Guaranteed  Obligations  (as defined
herein).

     NOW,  THEREFORE,  as an inducement for Buyer to consummate the transactions
contemplated  by  the  Sale  Contract,  and  for  other  good  and  valuable
consideration,  the  receipt  and  legal  sufficiency  of  which  are  hereby
acknowledged,  the  parties  do  hereby  agree  as  follows:

     1.     Definitions.  Capitalized  terms  used  in  this  Guaranty which are
            -----------
defined  in the Sale Contract as now in effect or as it may hereafter be amended
from  time  to  time  have  the  meanings  specified in the Sale Contract unless
expressly  otherwise  defined  herein.

     2.     Guaranty of  Payment and Performance.  As set forth in Section 25(e)
            ------------------------------------
of  the  Sale  Contract,  Guarantor  hereby  irrevocably  and  unconditionally
guarantees  to  Buyer  Seller's obligation to pay to Buyer damages due under the
Sale  Contract  arising from a breach of a representation and warranty set forth
in  Section  7(a)  of  the  Sale Contract, provided that Guarantor shall only be
liable  under  this Guaranty to the extent that Seller would be liable under the
provisions  of Section 25 of the Sale Contract and Guarantor's maximum amount of
liability  under  this Guaranty shall not exceed the Cap Amount.   This Guaranty
is  an  unconditional guaranty  of  payment and not of collection, and is no way
conditioned  upon any attempt by Buyer to collect from Seller.  This Guaranty is
a  continuing  guaranty which shall remain in full force and effect until all of
the  obligations  set  forth  herein  shall  have  been  completely performed or
otherwise discharged.  The obligations under this Section which the Guarantor is
guaranteeing  under this Guaranty are hereinafter referred to as the "GUARANTEED
OBLIGATIONS".

     3.     Waiver  of  Notice.  Guarantor  hereby  waives  notice of acceptance
            ------------------
hereof,  and  of nonperformance or nonpayment by Seller of any of the Guaranteed
Obligations.

     4.     Further  Assurances.  Guarantor  will  at  any time and from time to
            -------------------
time  upon request by Buyer take or cause to be taken any action and execute and
deliver  such,  if  any,  further  documents as, in the opinion of Buyer, may be
necessary  in  order  to  assure  to  Buyer  the full benefits of this Guaranty.

     5.     Waiver.  Neither  this  Guaranty nor any term hereof may be changed,
            ------
waived,  discharged  or  terminated except by an instrument in writing signed by
Buyer  and  Guarantor expressly referring to this Guaranty and to the provisions
so  changed or limited.  No such waiver shall extend to or affect any obligation
not  expressly  waived  or  impair  any  right consequent thereon.  No course of
dealing  or delay or omission on the part of Buyer in exercising any right under
this  Guaranty  shall  operate  as  a waiver thereof or otherwise be prejudicial
thereto.

     6.     Insolvency  of  Seller  or  Guarantor.  This  Guaranty  shall not be
            -------------------------------------
affected,  modified,  or  impaired  by the voluntary or involuntary liquidation,
dissolution,  sale  or  other  disposition  of  all  or substantially all of the
assets,  marshalling  of  assets  and  liabilities,  receivership,  insolvency,
bankruptcy,  assignment  for  the  benefit  of  creditors,  reorganization,
arrangements,  composition  with  creditors or readjustment of, or other similar
proceedings affecting Seller or Guarantor, or any of the assets belonging to any
of  them.

     7.     Notices.  Any  demand or notice required or permitted to be given by
            -------
Buyer  to Guarantor under this Guaranty shall be given pursuant to the terms and
conditions  set  forth  in  Section  19  of  the Sale Contract, and addressed to
Guarantor  at  Horizon  Bay  Management,  L.L.C.,  Attention:  Thilo  D.  Best,
President  and  CEO,  111  E. Wacker Drive, Suite 2450, Chicago, Illinois 60601,
Tel.  No.  312-297-9494,  Fax  No. 312-297-9502, with a copy to Whitehall Street
Real  Estate  Limited  Partnership  VII, Attention:  Chief Financial Officer, 85
Broad  Street,  19th Floor, New York, New York 10004, and with a copy to Kenneth
S.  Jacob,  Esquire,  Arent  Fox  Kintner Plotkin & Kahn, PLLC, 1050 Connecticut
Avenue,  N.W.,  Washington,  D.C.  20036-5339,  Tel.  No.  202-775-5750; Fax No.
202-857-6395,  or  at  any  other  address  designated  by  Guarantor  to Buyer.

     8.     Waiver  of Notice and Consent.  Without notice to Guarantor, without
            -----------------------------
the  consent  of  Guarantor,  and  without  affecting  or  limiting  Guarantor's
liability  hereunder,  Buyer  may:

          (a)     grant  Seller extensions of time for payment of the Guaranteed
Obligations  or  any  part  thereof;

          (b)     grant  Seller extensions of time for performance of agreements
or  other  indulgences;

          (c)     compromise,  settle,  release,  or terminate any or all of the
obligations,
               covenants,  or  agreements of Seller under the Sale Contract; and

(d)     with  Seller's  written  consent,  modify  or  amend  any  obligations,
covenant,  or  agreement  of  Seller as set forth in the Sale Contract (and such
amendments  shall  nevertheless  be  binding  upon  Guarantor).

     9.     Continued  Effectiveness  and  Reinstatement.  This  Guaranty  shall
            --------------------------------------------
continue  to  be effective, or be reinstated, as the case may be, if at any time
any whole or partial payment or performance of any of the Guaranteed Obligations
or  any  other  obligation  hereunder  is  or  is sought to be rescinded or must
otherwise  be  restored  or  returned  by Buyer upon the insolvency, bankruptcy,
dissolution,  liquidation  or reorganization of Seller or Guarantor upon or as a
result  of  the  appointment  of  a  receiver, intervener, or conservator of, or
trustee  or  similar  officer for, Seller or Guarantor of or for any substantial
part  of its property, or otherwise, all as though such payments and performance
had  not  been  made.

     10.     General  Provisions  .  This  Guaranty  shall  be  binding upon the
             -------------------
respective  successors  and assigns of Guarantor, and shall inure to the benefit
of  Buyer  and its successors and assigns; provided, however, Guarantor will not
assign  or otherwise transfer this Guaranty without the prior written consent of
Buyer, which consent may be granted or refused in Buyer's sole discretion.  This
Guaranty  shall  be governed by and construed in accordance with the laws of the
State  of  Delaware.  The  descriptive headings of the Sections of this Guaranty
have been inserted herein for convenience of reference only and shall not define
or  limit  the  provisions  hereof.  If  any provision of this Guaranty shall be
invalid,  illegal or unenforceable, the validity of all other terms hereof shall
be  in  no  way  affected  thereby,  and  this  Guaranty  shall  operate  and be
enforceable as if such invalid, illegal or unenforceable provisions had not been
included  herein.

     IN WITNESS WHEREOF, the Guarantor has signed this Guaranty under seal as of
the  day  and  year  first  above  written.

GUARANTOR:
---------

HORIZON  BAY  MANAGEMENT,  L.L.C.


By:
     Thilo  D.  Best
     President  and  Chief  Executive  Officer



<PAGE>


                                  SCHEDULE 4(B)
                                  -------------

                          FORM OF OPERATING LOSS REPORT
                          -----------------------------


                                  See attached.













<PAGE>


                                SCHEDULE 7(A)(VI)
                                -----------------
                                   LITIGATION
                                   ----------
                                      None.


<PAGE>
<TABLE>
<CAPTION>


                                                         SCHEDULE 7(A)(XI)
                                                         -----------------
                                                        OPERATING CONTRACTS
                                                        -------------------
                                                        OPERATING CONTRACTS


<S>                               <C>                     <C>                                        <C>

PROPERTY . . . . . . . . . . . .  COMPANY NAME            CONTRACT DATE                              NOTES

KP @ Shreveport. . . . . . . . .  Living Interiors, Inc.                                   8/1/1999  Horticultural services/plants
  Redd Pest Control. . . . . . .                7/7/1999  Pest control
  Enviro-Vac . . . . . . . . . .               9/26/1999  Testing, pumping and treating grease trap
  Canon Financial Services, Inc.               3/31/1999  Equipment lease
  Ikon . . . . . . . . . . . . .              10/24/2001  Maintenance agreement for copier
  Pro Lawn . . . . . . . . . . .               11/6/2001  Lawn maintenance
  ADT Security Services, Inc.. .               11/1/1998  Equipment lease
  Kathleen Wise. . . . . . . . .               2/21/2002  Beauty shop agreement
  Time Warner Cable. . . . . . .                9/7/1999  Cable television
  Bayou Security systems, Inc. .                6/1/2001  Fire alarm inspection agreement
  Bayou Security systems, Inc. .                6/1/2001  Alarm monitoring agreement

</TABLE>