THIS  DOCUMENT  PREPARED  UNDER  THE  SUPERVISION  OF  A  MASSACHUSETTS LICENSED
ATTORNEY  AND  AFTER  RECORDING
SHOULD  BE  RETURNED  TO:
_______________________
Goldberg,  Kohn,  Bell,  Black,  Rosenbloom  &  Moritz,  Ltd.
55  East  Monroe  Street,  Suite  3700
Chicago,  Illinois  60603
                    SPACE ABOVE THIS LINE FOR RECORDER'S USE

     LOAN  NO.  07-0004017

                    REAL PROPERTY MORTGAGE WITH POWER OF SALE
                             AND SECURITY AGREEMENT
                            [MASSACHUSETTS MORTGAGE]

     This REAL PROPERTY MORTGAGE WITH POWER OF SALE AND SECURITY AGREEMENT (this
"MORTGAGE")  is  made  as  of  this  21st  day of August, 2002, between EMERITUS
PROPERTIES  XIV, LLC, a Washington limited liability company ("BORROWER"), whose
address  is 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 and HELLER
HEALTHCARE  FINANCE, INC., a Delaware corporation ("LENDER"), whose address is 2
Wisconsin  Circle,  Suite  400,  Chevy  Chase,  Maryland  20815.
                                    RECITALS
A.     Lender  has  agreed,  subject to the terms and conditions of that certain
Loan  Agreement  of  even  date  herewith,  executed by and between Borrower and
Lender  (the  "LOAN  AGREEMENT"),  to make a loan (the "LOAN") to Borrower.  The
Loan is evidenced by that certain Promissory Note A of even date herewith in the
     original  principal  amount  of  Five  Million  Three  Hundred  Ninety-Five
Thousand  and  No/100  Dollars  ($5,395,000.00)  and  that  certain Subordinated
Promissory  Note B of even date herewith in the original principal amount of Two
Million  Nine  Hundred  Five  Thousand  Five  Hundred  and  No/100  Dollars
($2,905,000.00)  (which notes, together with all notes issued in substitution or
exchange  therefor and all amendments thereto, is hereinafter referred to as the
"NOTE"),  providing  for  monthly  payments  as  set forth in the Note, with the
balance  thereof,  due and payable on August 31, 2005 (said date, any later date
to  which  the maturity date may be extended in accordance with the Note, or any
earlier  date  on  which  the  entire  unpaid  principal amount shall be paid or
required to be paid in full, whether by prepayment, acceleration or otherwise is
hereinafter  called  the "MATURITY DATE").  The terms and provisions of the Loan
Agreement  and  Note  are  hereby  incorporated  by  reference in this Mortgage.
B.     Lender  wishes  to secure: (i) the payment of the Note, together with all
interest,  premiums, the "EXIT FEE" (as defined in the Loan Agreement) and other
amounts,  if  any,  due in accordance with the terms of the Note, as well as the
payment  of  any  additional  indebtedness  accruing to Lender on account of any
future  payments,  advances or expenditures made by Lender pursuant to the Note,
the  Loan  Agreement  or  this  Mortgage  or  any  of  the  other Loan Documents
(hereinafter  defined);  (ii)  the  performance  of  each  and  every  covenant,
condition,  and  agreement  contained  in  the  Note,  the  Loan Agreement, this
Mortgage,  that  certain  Hazardous  Materials  Indemnity Agreement of even date
herewith  made  by  Borrower and Guarantor (as defined in the Loan Agreement) in
favor  of  Lender  and  any  other  documents evidencing or securing the Loan or
executed  in  connection  therewith  (such  documents  together  with  any
modifications,  renewals,  extensions  or  replacements thereof are collectively
referred to as the "LOAN DOCUMENTS"); (iii) the payment of all amounts due under
     and  the  performance  of  each and every covenant, condition and agreement
contained  in  the  notes,  documents,  instruments,  agreements,  guarantees or
indemnities  previously,  now  or  hereafter  delivered  by  ESC-Puyallup,  LLC,
ESC-Port  St.  Richie, LLC or ESC-Bozeman, LLC (the "ESC BORROWERS"), Guarantor,
or  any  Affiliate  (as  defined  in  the  Loan Agreement) of an ESC Borrower or
Guarantor,  to  Lender which evidences, pertains to or secures ESC Borrowers' or
Guarantor's, or an Affiliate of ESC Borrower or Guarantor's, indebtedness of any
kind  or  nature  to  Lender  in connection with Lender's loan to ESC Borrowers,
whether  existing  or  subsequently  accruing  or  arising,  together  with  all
amendments  and extensions thereof (collectively, the "OTHER LOAN INSTRUMENTS"),
including without limitation, the documents listed on Exhibit C attached hereto;
                                                      ---------
and  (iv)  the payment of any and all other debts, claims, obligations, demands,
monies,  liabilities  and  indebtedness  of  any kind or nature now or hereafter
owing,  arising, due or payable from any or all of Borrower, Guarantor to Lender
in  connection  with  the Loan.  All payment obligations of Borrower, Guarantor,
ESC  Borrowers  or  their respective Affiliates to Lender under the Loan, any of
the  Loan  Documents  or  any  of  the  Other  Loan Instruments, are hereinafter
sometimes  collectively  referred  to  as  the  "INDEBTEDNESS,"  and  all  other
obligations of Borrower, Guarantor, ESC Borrowers or their respective Affiliates
to  Lender  under  the  Loan, any of the Loan Documents or any of the Other Loan
Instruments  are  hereinafter  sometimes  collectively  referred  to  as  the
"OBLIGATIONS".
     NOW,  THEREFORE,  TO  SECURE  the  repayment  of  the  Indebtedness and the
performance  of  the  Obligations,  Borrower has executed this Mortgage and does
hereby grant, mortgage, convey, assign, warrant, transfer, pledge and deliver to
Lender  WITH  MORTGAGE  COVENANTS  UPON  THE  STATUTORY  CONDITION  AND WITH THE
STATUTORY  POWER  OF SALE, a security interest in all of Borrower's right, title
and interest in and to the following described property and all proceeds thereof
(which  property  is  hereinafter  sometimes  collectively  referred  to  as the
"PROPERTY"):
A.     The  real  estate  described  on  Exhibit A attached hereto (the "LAND");
                                         ---------
B.     All  of the following (collectively, the "IMPROVEMENTS"):  all buildings,
improvements  and  fixtures now or in the future located or to be constructed on
the  Land;  to  the  extent not owned by tenants of the Property or the property
manager, all machinery, appliances, equipment, furniture, fixtures and all other
personal  property  of every kind or nature located in or on, or attached to, or
used  or  to  be  used  in  connection with the Land, buildings, improvements or
fixtures;  all  building  materials  and goods procured for use or in connection
with  the foregoing; and all additions, substitutions and replacements to any of
the  foregoing;
C.     To  the  extent  assignable,  all  plans,  specifications,  architectural
renderings,  drawings,  soil  test  reports,  other  reports  of  examination or
analysis  of  the  Land  or  the  Improvements;
D.     All  easements,  rights-of-way,  water  courses,  mineral  rights,  water
rights,  air  rights  and  appurtenances  in  any  way  belonging,  relating  or
appertaining to any of the Land or Improvements, or which hereafter shall in any
way  belong,  relate  or  be  appurtenant  thereto  ("APPURTENANCES");
E.     All leases, licenses and other agreements with regard to the occupancy of
the  Land  and/or  Improvements,  including,  without  limitation,  patient  and
resident  care  agreements  and  service  agreements  which include an occupancy
agreement  now  or  hereafter  entered  into  (the  "LEASES")  and  all  rents,
prepayments, security deposits, termination payments, royalties, profits, issues
and  revenues from the Land and/or Improvements from time to time accruing under
the Leases (the "RENTS"), reserving to Borrower, however, so long as no Event of
Default  (hereinafter  defined)  has  occurred  and is continuing hereunder, the
right to receive and apply the Rents in accordance with the terms and conditions
of  Section  9  of  this Mortgage and the Assignment of Leases and Rents of even
    ----------
date  herewith  executed  by  Borrower  in  favor  of  Lender;
F.     All  claims,  demands,  judgments, insurance proceeds, refunds, reserves,
deposits,  rights  of  action,  awards of damages, compensation, settlements and
other  rights  to the payment of money hereafter made resulting from or relating
to  (i) the taking of the Land or the Improvements or any part thereof under the
power  of  eminent  domain,  (ii)  any damage (whether caused by such taking, by
casualty  or  otherwise)  to the Land, Improvements or Appurtenances or any part
thereof,  or  (iii)  the  ownership  or  operation  of  the  Property;
G.     To  the  extent  assignable,  all  management  contracts,  permits,
certificates,  licenses,  approvals,  contracts,  purchase  and sale agreements,
purchase  options,  entitlements, development rights and authorizations, however
characterized, issued or in any way furnished for the acquisition, construction,
development,  operation  and  use  of  the  Land,  Improvements  and/or  Leases,
including  building  permits, environmental certificates, licenses, certificates
of  operation,  warranties  and  guaranties;
H.     All  of  the  following  types  of  collateral, as defined in the Uniform
Commercial  Code  as  in  effect from time to time in the State of Illinois (the
"CODE"):  accounts,  contract  rights,  general  intangibles,  chattel  paper,
documents,  instruments,  inventory,  goods,  equipment,  investment  property,
deposit  accounts,  letter of credit rights, commercial tort claims, health care
receivables,  and all books and records relating to the foregoing; provided that
Borrower  will  cooperate  with  Lender in obtaining "control" as defined in the
Code,  with  respect  to  collateral  consisting of deposit accounts, investment
property,  letter  of  credit  rights  and  electronic  chattel  paper;
I.     Any  monies  on  deposit  with  or  for  the benefit of Lender, including
deposits  for  the payment of real estate taxes and any cash collateral account;
J.     All  proceeds, products, replacements, additions, substitutions, renewals
and  accessions  of  and  to  the Land, Improvements, Appurtenances or any other
property  of  the  types  described  in  the  preceding  granting  clauses;  and
K.     Any and all after-acquired right, title or interest of Borrower in and to
any  property  of  the  types  described  in  the  preceding  granting  clauses.
     TO  HAVE  AND  TO HOLD the Property and all parts thereof together with the
rents,  issues, profits and proceeds thereof, unto Lender to its own proper use,
benefit,  and  advantage forever, subject, however, to the terms, covenants, and
conditions  herein.
     Borrower  covenants  and  agrees  with  Lender  as  follows:
1.     PAYMENT  OF  INDEBTEDNESS;  PERFORMANCE  OF  OBLIGATIONS.
       --------------------------------------------------------
     Borrower  shall  promptly  pay when due the Indebtedness and shall promptly
perform  all  Obligations.
2.     TAXES  AND  OTHER  OBLIGATIONS.
       ------------------------------
     Borrower  shall  pay, when due, and before any interest, collection fees or
penalties  shall  accrue,  all  taxes, assessments, fines, impositions and other
charges  and  obligations,  which  may  become  a  lien on or charge against the
Property  (collectively,  "CHARGES").  Borrower shall have the right to contest,
in  good  faith  by  appropriate proceedings, the amount or validity of any such
Charges,  so  long as:  (a) Borrower has given prior written notice to Lender of
Borrower's  intent to so contest or object to any such Charges; (b) such contest
stays  the enforcement or collection of the Charges or any lien created; and (c)
Borrower  has  obtained  an  endorsement,  in form and substance satisfactory to
Lender, to the loan policy of title insurance issued to Lender insuring over any
such  lien,  or  Borrower  has  deposited  with  Lender a bond or other security
satisfactory  to  Lender  in  the  amount of 150% of the amount of such Charges.
Should Borrower fail to make any of such payments, Lender may, at its option and
at  the  expense  of  Borrower, pay the amounts due for the account of Borrower.
Upon  the request of Lender, Borrower shall immediately furnish to Lender copies
of  all  notices of amounts due and receipts evidencing payment.  Borrower shall
promptly  notify Lender of any lien on all or any part of the Property and shall
promptly  discharge  any  unpermitted  lien  or  encumbrance.
3.     RESERVES  FOR  TAXES.
       --------------------
(a)     Taxes.  At  the  time  of and in addition to the monthly installments of
        -----
principal  and  interest  due under the Note, Borrower shall pay to Lender a sum
equal  to  one-twelfth (1/12) of the amount estimated by Lender to be sufficient
to  pay at least thirty (30) days before they become due and payable, all taxes,
assessments and other similar charges levied against the Property (collectively,
     the  "TAXES").  So  long  as  no  Event of Default exists hereunder, Lender
shall  apply  the  sums  to  pay the Taxes when due, provided Borrower has given
Lender adequate advance written notice that such payment is due.  These sums may
be commingled with the general funds of Lender, and no interest shall be payable
thereon  nor  shall  these sums be deemed to be held in trust for the benefit of
Borrower.  If  Lender  at  any  time  reasonably  determines that such amount on
deposit is insufficient to fully pay such taxes when due, Borrower shall, within
ten  (10)  days following notice from Lender, deposit such additional sum as may
be  reasonably  required  by  Lender.  On  the  Maturity  Date,  the moneys then
remaining  on  deposit  with  Lender  or its agent shall, at Lender's option, be
applied  against the Indebtedness with the excess, if any, remitted to Borrower.
The  obligation  of Borrower to pay the Taxes is not affected or modified by the
provisions  of  this  paragraph  but shall be deemed satisfied if paid by Lender
from  the  funds  held  by  it  pursuant  to  this  paragraph.
4.     USE  OF  PROPERTY.  Unless required by applicable law, Borrower shall not
       -----------------
permit  changes  in the use of any part of the Property from the use existing at
the time this Mortgage was executed or other uses reasonably incidental thereto.
     Borrower  shall  not  initiate  or  acquiesce  in  a  change  in the zoning
classification  of  the  Property  without  Lender's  prior  written  consent.
5.     INSURANCE  AND  CONDEMNATION.
       ----------------------------
(a)     Insurance.
        ---------
(i)     Borrower  shall  keep  the  Improvements  insured,  and  shall  maintain
casualty  coverage,  general  liability coverage, business interruption coverage
and  such  other  coverages  reasonably  requested  by Lender, by carrier(s), in
amounts  and  in  form  at  all  times  reasonably satisfactory to Lender, which
carrier(s),  amounts  and  form  shall  not be changed without the prior written
consent  of  Lender,  which  consent  shall  not  be unreasonably withheld.  All
insurance  policies  required  to  be  maintained  pursuant  to  this  Section 5
("INSURANCE  POLICIES")  shall  contain a Lender's Loss Payable Endorsement. All
Insurance  Policies  shall  provide  that the coverage shall not be canceled, or
materially  modified or reduced, without thirty (30) days advance written notice
from  the  insurance  company  to  Lender.  If  a  blanket  policy  is issued, a
certificate  of  insurance indicating that Lender is an additional insured (and,
if  applicable,  loss payee) under such policy in the designated amount shall be
provided  to  Lender.
(ii)     In  case  of  loss  or damage by fire or other casualty, Borrower shall
give  written  notice  thereof  to the insurance carrier(s) and to Lender within
three  (3) business days after such loss or damage occurs.  Lender is authorized
and  empowered,  and  Borrower  hereby  irrevocably  appoints  Lender  as  its
attorney-in-fact  (such appointment is coupled with an interest), at its option,
to  make  or  file  proofs  of loss or damage and to settle and adjust any claim
under insurance policies which insure against such risks, or to direct Borrower,
in  writing,  to agree with the insurance carrier(s) on the amount to be paid in
regard  to  such  loss.
(iii)     Provided  no Event of Default then exists and Borrower certifies as to
same,  the  net insurance proceeds (after deduction of Lender's reasonable costs
and  expenses,  if  any, in collecting the same) shall be made available for the
restoration  or repair of the Property if, in Lender's reasonable judgment:  (a)
restoration  or  repair  and  the  continued  operation  of  the  Property  is
economically  feasible;  (b)  the value of Lender's security is not reduced; (c)
the casualty loss is $500,000 or less; (d) no material non-residential Lease has
terminated  as a result of the loss or damage and no more than ten percent (10%)
of  the  residential  Leases  at the Property have terminated as a result of the
loss  or  damage;  (e)  Lender's  independent  consultant  certifies  that  the
restoration  of the Property can be completed at least thirty (30) days prior to
the  Maturity  Date;  and (f) Borrower deposits with Lender from time-to-time an
amount,  in cash, which Lender, in its sole discretion, determines is necessary,
in  addition  to  the  net  insurance  proceeds  to  pay in full the cost of the
restoration  or  repair  (Borrower's  deposit  shall  be  disbursed prior to any
disbursement  of  insurance  proceeds  held  by  Lender).  Any  excess  proceeds
remaining after completion of such repair shall be distributed first to Borrower
to  the extent Borrower has deposited funds with Lender for such repair with the
balance  applied  against  the  Indebtedness.  Notwithstanding the foregoing, it
shall be a condition precedent to any disbursement of insurance proceeds held by
Lender  hereunder  that  Lender  shall  have  approved  (x)  all  plans  and
specifications  for  any  proposed  repair  or restoration, (y) the construction
schedule  and  (z)  the  architect's  and  general contractor's contract for all
restoration  that exceeds Five Hundred Thousand and 00/100 Dollars ($500,000.00)
in  the  aggregate.  Lender  may  establish other conditions it deems reasonably
necessary to assure the work is fully completed in a good and workmanlike manner
free  of  all  liens  or  claims  by  reason thereof, and in compliance with all
applicable  laws,  rules and regulations.  At Lender's option, the net insurance
proceeds  shall  be  disbursed  pursuant  to a construction escrow acceptable to
Lender.  If  an Event of Default then exists, or any of the conditions set forth
in  clauses  (a)  through  (f)  of  this  Section 5(a)(iii) have not been met or
                                          -----------------
satisfied,  the  net  insurance proceeds shall be applied to the Indebtedness in
such  order and manner as Lender may elect, whether or not due and payable, with
any  excess  paid  to  Borrower.
(iv)     In  the  event  Borrower  fails  to provide Lender with evidence of the
insurance  coverage  required by this Mortgage, Lender may purchase insurance at
Borrower's  expense  to  protect  Lender's  interests  in  the  Property.  This
insurance  may,  but  need  not,  protect  Borrower's  interests.  The  coverage
purchased  by Lender may not pay any claim made by Borrower or any claim that is
made  against  Borrower  in  connection  with  the Property.  Borrower may later
cancel  or  require Lender to cancel any insurance purchased by Lender, but only
after  providing  Lender  with  evidence that Borrower has obtained insurance as
required  by  this  Mortgage.  If  Lender  purchases insurance for the Property,
Borrower will be responsible for the costs of that insurance, including interest
and  other  charges  imposed  by  Lender in connection with the placement of the
insurance,  until  the  effective  date of the cancellation or expiration of the
insurance.  The  costs  of  the  insurance may be added to the Obligations.  The
costs  of  the insurance may be more than the cost of insurance Borrower is able
to  obtain  on  its  own.
(b)     Condemnation.
        ------------
(i)     Borrower  shall  within three (3) business days of its receipt of notice
thereof,  notify Lender of any action or proceeding relating to any condemnation
or  other  taking, whether direct or indirect, of the Property, or part thereof,
and  Borrower  shall,  after consultation with and subject to Lender's approval,
appear  in and prosecute any such action or proceeding.  Upon Borrower's failure
to  act  in accordance with Lender's prior approval, Borrower authorizes Lender,
at  Lender's  option,  as  attorney-in-fact  for  Borrower  (such appointment as
attorney-in-fact  is  coupled  with  an  interest),  to  commence, appear in and
prosecute,  in Lender's or Borrower's name, any action or proceeding relating to
any  condemnation  or  other taking of the Property, and to settle or compromise
any claim in connection with such condemnation or other taking.  The proceeds of
     any  award,  payment  or  claim  for  damages,  direct or consequential, in
connection  with  any  condemnation  or  other  taking  of the Property, or part
thereof,  or for conveyances in lieu of condemnation, are hereby assigned to and
shall  be  paid  to  Lender  and  in  accordance  with the provisions of Section
                                                                         -------
5(b)(ii)  below.  Lender  is  authorized (but is under no obligation) to collect
       -
any  such  proceeds.
(ii)     Lender may, in its sole discretion, elect to (y) apply the net proceeds
of  any  condemnation  award  (after  deduction of Lender's reasonable costs and
expenses,  if  any,  in collecting the same) in reduction of the Indebtedness in
such  order  and  manner as Lender may elect, whether due or not or (z) make the
proceeds  available  to  Borrower for the restoration or repair of the Property.
If the net proceeds of the condemnation award are made available to Borrower for
restoration  or  repair,  the  net  proceeds  of the condemnation award shall be
disbursed  upon  satisfaction of and in accordance with the terms and conditions
set  forth  in  Section  5(a)(iii) above.  Lender is authorized (but is under no
                ------------------
obligation)  to  collect  any  such  proceeds.
6.     PRESERVATION  AND  MAINTENANCE  OF  PROPERTY.
       --------------------------------------------
     Borrower shall:  (a) not commit waste or permit impairment or deterioration
of  the  Property;  (b)  not abandon the Property; (c) keep the Property in good
repair  and restore or repair promptly, in a good and workmanlike manner, all or
any  part  of  the Property to the equivalent of its original condition, or such
other  condition  as  Lender  may  approve  in  writing, upon any damage or loss
thereto;  (d)  comply with all laws, ordinances, regulations and requirements of
any  governmental body applicable to the Property unless the same are being duly
contested  by  Borrower  in  good faith and compliance therewith may lawfully be
postponed  while  any  such  contest  is  pending  and,  if applicable, Borrower
complies with Section 12 hereof; (e) provide for management of the Property by a
              ----------
property  manager  reasonably  satisfactory  to Lender pursuant to a contract in
form  and  substance  reasonably  satisfactory to Lender; and (f) give notice in
writing to Lender of and, unless otherwise directed in writing by Lender, appear
in  and  defend  any action or proceeding purporting to affect the Property, the
security  granted  by the Loan Documents or the rights or powers of Lender under
the  Loan  Documents.  Neither  Borrower  nor  any  tenant or other person shall
remove,  demolish  or  alter any Improvement on the Land except when incident to
the  replacement  of fixtures, equipment, machinery and appliances with items of
like kind or when incident to repair or restoration after damage, destruction or
condemnation.
7.     PROTECTION  OF  LENDER'S  SECURITY.
       ----------------------------------
     If (a) Borrower fails to pay the Indebtedness or to perform the Obligations
when  due  or within any applicable cure period, (b) any action or proceeding is
commenced  which  affects  or  could  affect  the  Property or Lender's interest
therein,  including  any  loss,  damage,  cost, expense or liability incurred by
Lender with respect to (i) any environmental matters relating to the Property or
(ii)  the preparation of the commencement or defense of any action or proceeding
or  any  threatened  action  or  proceeding  affecting the Loan Documents or the
Property,  then  Lender, at Lender's option, may make such appearances, disburse
such  sums  and  take  such  action  as  Lender  deems  necessary,  in  its sole
discretion,  to  protect  the  Property  or Lender's interest therein, including
entry  upon  the  Property to take such actions Lender determines appropriate to
preserve,  protect  or  restore  the  Property.  Any amounts disbursed by Lender
pursuant  to  this  Section  7  (including attorneys' fees, costs and expenses),
                    ----------
together  with interest thereon at the "DEFAULT RATE" (defined in the Note) from
the  date  of  disbursement,  shall  become  additional Indebtedness of Borrower
secured  by  the lien of this Mortgage and the other Loan Documents and shall be
due  and  payable  on demand.  Nothing contained in this Section 7 shall require
                                                         ---------
Lender  to  incur  any  expense  or  take  any  action  hereunder.
8.     ACTIONS.
       -------
     Borrower  shall  (a)  warrant  title,  subject  to the permitted exceptions
described on Exhibit B attached hereto and (b) appear in and defend any claim or
             ---------
any  action  or  other  proceeding purporting to affect title or other interests
relating  to  any  part  of  the  Property, the security of this Mortgage or the
rights  of  Lender,  and  give  Lender  prompt written notice of any such claim,
action  or  proceeding.  Lender  may,  at the expense of Borrower, appear in and
defend  any  such  claim,  action  or  proceeding and any claim, action or other
proceeding  asserted or brought against Lender in connection with or relating to
any  part  of  the  Property  or  this  Mortgage.
9.     LEASES;  ASSIGNMENT  OF  RENTS.
       ------------------------------
     Borrower  shall  not,  without  Lender's  prior  written  consent, execute,
modify,  amend,  surrender  or  terminate  any  non-residential Lease other than
Qualified  Non-Residential Leases.  All residential Leases shall be on the forms
previously  provided  to  Lender,  with  no  material  modifications,  and shall
otherwise  meet  the  parameters  set  forth  in  the  Loan  Agreement.  All
non-residential Leases, other than Qualified Non-Residential Leases, executed or
renewed  after the date hereof must be approved by Lender prior to the execution
or  renewal thereof by Borrower.  Borrower shall not be authorized to enter into
any  ground  lease  of the Property without Lender's prior written approval.  If
Lender's  consent  to  any  non-residential Lease or the renewal of any existing
non-residential  Lease is required under the Loan Agreement or this Mortgage, at
Lender's  request,  Borrower  shall  cause  the  tenant  thereunder to execute a
subordination  and  attornment  agreement  in form and substance satisfactory to
Lender  prior  to  Borrower's  execution  of  such  Lease;  provided, however, a
subordination  and  attornment agreement shall not be required for any Qualified
Non-Residential  Lease.  Borrower  shall  comply  with  and  observe  Borrower's
obligations as landlord under all Leases.  Within five (5) business days of each
request  therefor,  Borrower  shall  furnish  Lender  with  a rent roll, in form
acceptable  to  Lender  and  executed  copies  of  all  Leases.
Borrower  absolutely and unconditionally assigns and transfers to Lender, all of
Borrower's  right, title and interest in and to the Rents; provided, however, so
long  as  there  shall  not have occurred and be continuing an Event of Default,
Borrower  shall have the right to collect all Rents, and shall hold the same, in
trust,  to  be  applied  first to the payment of all impositions, levies, taxes,
assessments  and  other  charges  upon  the  Property,  second to maintenance of
insurance  policies  upon the Property required hereby, third to the expenses of
Property  operations,  including maintenance and repairs required hereby, fourth
to  the  payment  of  that portion of the Indebtedness then due and payable, and
fifth,  the  balance,  if  any,  to  or as directed by Borrower.  If an Event of
Default  has  occurred and is continuing, Borrower's right to collect and secure
the  Rents  shall  cease  and  Lender shall have the sole right, with or without
taking  possession of the Property, to collect all Rents.  Borrower has executed
and delivered to Lender an Assignment of Leases and Rents of even date herewith,
and,  to  the  extent the provisions of this Section 9 are inconsistent with the
                                             ---------
provisions  of  said  Assignment  of  Leases  and  Rents, the provisions of said
Assignment  of  Leases  and  Rents  shall  control.
10.     STATEMENTS  BY  BORROWER.
        ------------------------
     Borrower  shall within ten (10) days after Lender's request, furnish Lender
with  a  written statement, duly acknowledged, setting forth the sums, according
to  Borrower's books and records, secured by the Loan Documents and any right of
set-off,  counterclaim  or  other defense which exists against such sums and the
Obligations.
11.     TRANSFERS  OF  THE  PROPERTY  OR  BENEFICIAL  INTEREST  IN  BORROWER;
        ---------------------------------------------------------------------
ASSUMPTION.
        --
     Except  only  as permitted under the Loan Agreement, Borrower shall not (a)
create  or permit the creation of any new ownership interest in Borrower, or (b)
transfer  or  permit the transfer of (i) all or any part of the Property, or any
interest  therein,  or  (ii)  any  ownership interest in Borrower (including any
interest in the profits, losses or cash distributions in any way relating to the
Property  or  Borrower).  In  addition, if the Emeritus Corporation ("EMERITUS")
fails  to  continue  to  control  the  day  to  day  management and operation of
Borrower's  business,  then  Lender  may, at Lender's option, declare all of the
Indebtedness  to  be  immediately  due  and  payable,  and Lender may invoke any
remedies  permitted  by the Loan Documents.  Intestate transfers or transfers by
devise  shall  not  constitute  a  transfer  for  the  purposes of the foregoing
provisions.
12.     NO  ADDITIONAL  LIENS,  ENCUMBRANCES  OR  INDEBTEDNESS.
        ------------------------------------------------------
     Borrower  covenants  not  to  execute  any  mortgage,  security  agreement,
assignment  of  leases  and rents or other agreement granting a lien (except the
liens  granted  to  Lender  by  the Loan Documents and liens with respect to the
additional  indebtedness permitted by the Loan Documents) against or encumbrance
on the Property or take or fail to take any other action which would result in a
lien  against  the  Property  or  the  interest  of Borrower or Guarantor in the
Property  without  the  prior  written  consent  of  Lender;  provided, however,
Borrower  may  in good faith, by appropriate proceeding, contest the validity or
amount  of  any  asserted  lien and, pending such contest, Borrower shall not be
deemed to be in default hereunder if Borrower shall first obtain an endorsement,
in  form  and  substance  satisfactory  to  Lender  to  the loan policy of title
insurance  issued  to Lender insuring over such lien, or, if no such loan policy
shall  have been issued, then Borrower shall deposit with Lender a bond or other
security satisfactory to Lender in the amount of 150% of the amount of such lien
to  assure  payment  of  the  same  as  and  when  due.
13.     BORROWER  AND  LIEN  NOT  RELEASED.
        ----------------------------------
     Without  affecting the liability of Borrower or any other person liable for
the  payment  of  the  Indebtedness, and without affecting the lien or charge of
this  Mortgage as security for the payment of the Indebtedness, Lender may, from
time to time and without notice to any junior lien holder or holder of any right
or other interest in and to the Property:  (a) release any person so liable; (b)
waive  or  modify  any provision of this Mortgage or the other Loan Documents or
grant  other  indulgences; (c) release all or any part of the Property; (d) take
additional  security  for  any  obligation herein mentioned; (e) subordinate the
lien or charge of this Mortgage; (f) consent to the granting of any easement; or
(g)  consent  to  any  map,  plat  or  plan  of  the  Property.
14.     UNIFORM  COMMERCIAL  CODE  SECURITY  AGREEMENT.
        ----------------------------------------------
(a)     This Mortgage shall constitute a security agreement pursuant to the Code
     for any portion of the Property which, under applicable law, may be subject
to  a  security  interest  pursuant to the Code (such portion of the Property is
hereinafter called the "PERSONAL PROPERTY") and Borrower hereby grants to Lender
a  security  interest  in  the  Personal Property.  With respect to the Personal
Property,  Lender  shall  have all of the rights and remedies of a secured party
under  the  Code as well as all other rights and remedies available at law or in
equity.
(b)     Borrower  agrees  to  execute  and  deliver  to  Lender  any  financing
statements,  as  well  as  extensions,  renewals  and  amendments  thereof,  and
reproductions  of  this Mortgage in such form as Lender may require to perfect a
security  interest  with  respect  to the Personal Property if and to the extent
Borrower's  signature  is required under the terms of the Code.  Borrower hereby
authorizes  and  empowers  Lender  and irrevocably appoints Lender its agent and
attorney-in-fact to execute and file or to file without Borrower's signature, on
Borrower's  behalf,  all  financing  statements  and refilings and continuations
thereof  as  Lender deems necessary or advisable to create, preserve and protect
such  lien  if  Borrower  fails  upon  request  to do so or there is an Event of
Default  outstanding  hereunder.  Borrower  shall  pay  all costs of filing such
financing  statements  and  any  extensions,  renewals,  amendments and releases
thereof,  and shall pay all reasonable costs and expenses of any record searches
for  financing  statements  as  Lender  may  reasonably  require.
(c)     Except  as  otherwise  expressly  provided  herein,  Borrower shall not,
without  the  prior written consent of Lender, sell, assign, transfer, encumber,
remove  or  permit to be removed from the Property any of the Personal Property.
So long as no Event of Default exists, Borrower may sell or otherwise dispose of
the  Personal  Property  when  obsolete,  worn out, inadequate, unserviceable or
unnecessary  for  use  in the operation of the Property, but only upon replacing
the same with other Personal Property at least equal in value and utility to the
disposed  Personal  Property.  Any  replacement or substituted Personal Property
shall  be  subject  to  the  security  interest  granted  herein.
(d)     To  the  extent  permitted  by  law, Borrower and Lender agree that with
respect  to  all items of Personal Property which are or will become fixtures on
the  Land,  this  Mortgage,  upon  recording  or registration in the real estate
records  of  the  proper  office, shall constitute a "fixture filing" within the
meaning  of  the  Code.
15.     EVENTS  OF  DEFAULT;  ACCELERATION  OF  INDEBTEDNESS.
        ----------------------------------------------------
     The  occurrence of any one or more of the following events shall constitute
an  "Event  of  Default"  under  this  Mortgage:
(a)     failure of Borrower to pay, within ten (10) days of the due date, any of
     the  Indebtedness,  including  any  payment  due  under  the  Note;  or
(b)     failure  of  Borrower  to  strictly  comply  with  Sections  5(a)(i)
                                                           -----------------
(insurance),  9  (Leases),  11  (prohibition on transfers) and 12 (no additional
              -             --                                 --
liens)  of  this  Mortgage;  or
(c)     failure  of  Borrower,  within thirty (30) days after written notice and
demand,  to  satisfy  each and every Obligation not set forth in the subsections
above;  provided,  however,  if  such  Obligation  cannot by its nature be cured
within thirty (30) days, and if Borrower commences to cure such failure promptly
after  written  notice  thereof  and  thereafter  diligently  pursues the curing
thereof  (and then in all events cures such failure within sixty (60) days after
the  original notice thereof), Borrower shall not be in default hereunder during
such  period  of  diligent  curing;  or
(d)     Borrower  changes  the  state  of  its  formation/incorporation  or  its
corporate  name  without providing Lender thirty (30) days prior written notice;
or
(e)     the  occurrence of a default under any other Loan Document or Other Loan
Instrument  and  the  expiration of any applicable notice and/or cure period, if
any.
Upon  the  occurrence  of  an  Event  of  Default,  at the option of Lender, the
Indebtedness shall become immediately due and payable without notice to Borrower
and  Lender  shall be entitled to all of the rights and remedies provided in the
Loan  Documents  or  at  law  or  in  equity.  Each  remedy provided in the Loan
Documents  is  distinct and cumulative to all other rights or remedies under the
Loan  Documents or afforded by law or equity, and may be exercised concurrently,
independently,  or  successively,  in  any  order  whatsoever.
16.     ENTRY;  FORECLOSURE.
        -------------------
     Upon the occurrence of an Event of Default, Borrower, upon demand of Lender
and to the extent not prohibited by law, shall forthwith surrender to Lender the
actual  possession of the Property, or to the extent permitted not prohibited by
law,  Lender,  or a receiver appointed by a court of competent jurisdiction, may
enter  and  take  possession of all or any part of the Property, and may exclude
Borrower  and  its  agents  and  employees  wholly therefrom, and may have joint
access with Borrower to the books, papers and accounts of Borrower.  If Borrower
shall  for  any  reason  fail  to  surrender or deliver the Property or any part
thereof  after  such  demand  by  Lender,  Lender  or such receiver may obtain a
judgment or decree conferring on Lender or such receiver, the right to immediate
possession  of  the Property or requiring the delivery of the Property to Lender
or  such  receiver,  and  Borrower  specifically  consents  to the entry of such
judgment  or  decree.  Upon  every  such  entering upon or taking of possession,
Lender  or  such  receiver may hold, store, use, operate, manage and control the
Property  and conduct the business thereof, and Lender or such receiver may take
any  action required by applicable law or which Lender or such receiver believes
necessary  to  enforce  compliance  with  the environmental provisions contained
herein  or  in  the  other  Loan  Documents,  and  negotiate  with  governmental
authorities with respect to the Property's environmental compliance and remedial
measures  in  connection  therewith.  Lender  and  such  receiver  and  their
representatives  shall  have  no liability for any loss, damage, injury, cost or
expense resulting from any action or omission which was taken or omitted in good
faith.
If  the  Indebtedness or any part thereof is not paid when the same shall become
due,  whether  by  acceleration or otherwise, Lender may, either with or without
entry  or  taking possession as herein provided or otherwise, proceed by suit or
suits  at  law or in equity or by any other appropriate proceeding or remedy to:
(a)  enforce  payment  of  the  Note  or  the performance of any term, covenant,
condition  or  agreement  of  Borrower  under  any  of  the  Loan Documents; (b)
foreclose  the  lien  hereof  for  the Indebtedness or part thereof and sell the
Property  as an entirety or otherwise, as Lender may determine; (c) exercise its
rights  under  Section  14  with  respect  to all or any portion of the Personal
               -----------
Property  in  accordance  with the provisions of the Code; provided Lender shall
have  no  obligation to clean up or otherwise prepare such Personal Property for
sale nor marshal any Personal Property in favor of Borrower or any other secured
party;  and/or  (d) pursue any other right or remedy available to it under or by
the  law  and  decisions of the State in which the Land is located.   Lender may
comply  with any applicable state or federal law requirements in connection with
a  disposition  of  the  Personal Property and compliance will not be considered
adversely  to  affect  commercial  reasonableness  of  any  sale of the Personal
Property.  Notwithstanding  any  statute  or  rule  of  law to the contrary, the
failure  to  join  any  tenant  or tenants of the Property as party defendant or
defendants  in  any  foreclosure  action  or  the  failure  of any such order or
judgment  to  foreclose  their  rights  shall  not  be asserted by Borrower as a
defense  in  any civil action instituted to collect (a) the Indebtedness, or any
part  thereof  or (b) any deficiency remaining unpaid after foreclosure and sale
of  the  Property.  To  the extent a notice of sale shall be required by law for
the  sale  or  disposition  of the Personal Property, a reasonable authenticated
notification  of  disposition shall be notification given at least ten (10) days
prior  to any such sale, provided however, that no notification need be given to
Borrower  if  it  has  authenticated  after  default  a  statement renouncing or
modifying  any  right  to  notification  of  sale or other intended disposition.
Upon  any  foreclosure  sale,  Lender  may bid for and purchase the Property and
shall  be  entitled  to apply all or any part of the Indebtedness as a credit to
the  purchase  price.
Should  this  Mortgage  encumber  more than one parcel of property, Lender shall
have the option in any foreclosure sale pursuant hereto to have the parcels sold
individually,  in  groups,  or  en  masse,  whichever  Lender deems appropriate.
17.     APPOINTMENT  OF  RECEIVER  OR  MORTGAGEE  IN  POSSESSION.
        --------------------------------------------------------
     If  an  Event  of Default is continuing or if Lender shall have accelerated
the Indebtedness, Lender, upon application to a court of competent jurisdiction,
shall  be  entitled  as  a  matter  of strict right, without notice, and without
regard  to  the  occupancy  or value of any security for the Indebtedness or the
insolvency  of  any  party  bound  for  its  payment, to the appointment, at its
option,  of  itself as mortgagee in possession, or of a receiver without bond to
take  possession  of  and  to operate the Property, and to collect and apply the
Rents.
18.     EXPENDITURES  AND  EXPENSES.
        ---------------------------
     In  any  action  to foreclose the lien hereof or otherwise enforce Lender's
rights and remedies hereunder, there shall be allowed and included as additional
Indebtedness  all  Costs (as defined in the Loan Agreement) which may be paid or
incurred  by  or  on  behalf  of  Lender; including without limitation, costs of
collection,  enforcement,  retaining,  holding,  preparing  for  disposition,
processing  and  disposing  of  the Personal Property.  All Costs and such other
costs,  expenses  and fees as may be incurred by Lender in the protection of the
Property and the maintenance of the lien of this Mortgage, including, reasonable
attorneys'  fees  and  costs  in  any  litigation  or  proceeding affecting this
Mortgage,  the  Note,  the  other  Loan  Documents, the Property or the Personal
Property,  including  probate,  appellate,  and  bankruptcy  proceedings and any
post-judgment  proceedings  to collect or enforce any judgment or order relating
to  this  Mortgage  or  the  other  Loan  Documents  or  in  preparation for the
commencement  or  defense  of any action or proceeding, shall be immediately due
and  payable  to Lender, with interest thereon at the Default Rate, and shall be
secured  by  this  Mortgage.
19.     APPLICATION  OF  PROCEEDS  OF  FORECLOSURE  SALE.
        ------------------------------------------------
     The  proceeds  of any foreclosure sale of the Property shall be distributed
and  applied  in the order of priority set forth in the Note with the excess, if
any,  being  applied,  to any party entitled thereto as their rights may appear.
20.     FUTURE  ADVANCES.
        ----------------
     This  Mortgage  is  given to secure not only the existing Indebtedness, but
also  future  advances  (whether such advances are obligatory or are made at the
option  of Lender, or otherwise) made by Lender under the Note or this Mortgage,
to  the  same  extent  as  if  such future advances were made on the date of the
execution  of  this  Mortgage.  The  total amount of indebtedness that may be so
secured  may decrease or increase from time to time, but the principal amount of
all  Indebtedness  secured  hereby  shall  in no event exceed five (5) times the
aggregate  face  amount  of  the  Note.
It  is the intent hereof to secure payment of the Note whether the entire amount
shall have been advanced to Borrower at the date hereof, or at a later date, and
to  secure  any other amount or amounts that may be added to the Indebtedness or
Obligations.  The  total  amount  of indebtedness secured hereby may decrease or
increase  from  time to time, but the total unpaid balance so secured at any one
time  shall  not exceed five (5) times the aggregate face amount of the Note) in
principal  plus  interest  thereon and any disbursements made for the payment of
taxes,  levies,  or  insurance  on  the  Property  with  interest thereon.  This
Mortgage  shall  secure  any  and  all additional or further monies which may be
advanced  by  Lender to Borrower after the date hereof, which future advances of
money,  if  made,  may  be  evidenced by a note or notes executed by Borrower to
Lender  bearing  such  rate  of  interest  and  with such maturities as shall be
determined  from  time  to time, but any and all such future advances secured by
this  Mortgage  shall  be  made  not  more than twenty (20) years after the date
hereof.  Nothing  herein  contained shall be deemed an obligation on the part of
Lender  to  make  any  future  advances.
21.     WAIVER  OF  STATUTE  OF  LIMITATIONS.
        ------------------------------------
     Borrower  hereby waives the right to assert any statute of limitations as a
bar  to  the  enforcement of the lien created by any of the Loan Documents or to
any action brought to enforce the Note or any other obligation secured by any of
the  Loan  Documents.
22.     WAIVER  OF  HOMESTEAD  AND  REDEMPTION.
        --------------------------------------
     Borrower  hereby  waives  all right of homestead exemption in the Property.
Borrower  hereby  waives  all  right  of redemption on behalf of Borrower and on
behalf  of  all  other  persons  acquiring any interest or title in the Property
subsequent  to the date of this Mortgage, except decree or judgment creditors of
Borrower.
23.     GOVERNING  LAW;  SEVERABILITY.
        -----------------------------
     This  Mortgage  shall  be  governed by and construed in accordance with the
internal laws of the State of Illinois except that the provisions of the laws of
the  jurisdiction  in  which  the  Land  is  located  shall be applicable to the
creation,  perfection and enforcement of the lien created by this Mortgage.  The
invalidity,  illegality  or  unenforceability  of any provision of this Mortgage
shall  not  affect  or  impair  the  validity, legality or enforceability of the
remainder of this Mortgage, and to this end, the provisions of this Mortgage are
declared  to  be  severable.
24.     NOTICE.
        ------
     Notices shall be given under this Mortgage in conformity with the terms and
conditions  of  the  Loan  Agreement  and  in  conformity  with  applicable law.
25.     SUCCESSORS  AND  ASSIGNS  BOUND;  JOINT  AND  SEVERAL LIABILITY; AGENTS;
        ------------------------------------------------------------------------
CAPTIONS.
     ---
     The  covenants  and  agreements contained in the Loan Documents shall bind,
and  the rights thereunder shall inure to, the respective successors and assigns
of  Lender  and  Borrower,  subject to the provisions of Section 11 hereof.  All
                                                         ----------
covenants  and agreements of Borrower shall be joint and several.  In exercising
any  rights under the Loan Documents or taking any actions provided for therein,
Lender  may  act  through  its  employees,  agents or independent contractors as
authorized  by  Lender.  The  captions  and  headings  of the paragraphs of this
Mortgage  are for convenience only and are not to be used to interpret or define
the  provisions  hereof.
26.     RELEASE.
        -------
     Upon  payment  of  all  sums secured by this Mortgage, Lender shall release
this  Mortgage.  Borrower  shall  pay  Lender's  reasonable  costs  incurred  in
releasing  this  Mortgage  and  any  financing  statements  related  hereto.
27.     LOSS  OF  NOTE.
        --------------
     Upon  notice from Lender of the loss, theft, or destruction of the Note and
upon  receipt  of  an  affidavit  of  lost  note  and  an  indemnity  reasonably
satisfactory  to Borrower from Lender, or in the case of mutilation of the Note,
upon surrender of the mutilated Note, Borrower shall make and deliver a new note
of  like  tenor  in  lieu  of  the  then  to  be  superseded  Note.
28.     SUBROGATION.
        -----------
     Lender  is hereby subrogated (a) to the lien(s) of each and every mortgage,
lien  or  other encumbrance on all or any part of the Property which is fully or
partially  paid or satisfied out of the proceeds of the Indebtedness, and (b) to
the  rights  of  the  owner(s) and holder(s) of any such mortgage, lien or other
encumbrance.  The  respective rights under and priorities of all such mortgages,
liens  or other encumbrances shall be preserved and shall pass to and be held by
Lender  as  additional  security  for the Indebtedness, to the same extent as if
such  rights  and  priorities  had  been duly assigned by separate instrument of
assignment  and  notwithstanding  that  the  same  may  have  been cancelled and
satisfied  of  record.
29.     STATUTORY  CONDITION  AND  POWER  OF  SALE.
        ------------------------------------------
     This  Mortgage  is  upon the STATUTORY CONDITION and upon further condition
that  all  covenants  and  agreements of, and conditions imposed upon, Mortgagor
herein  contained  and in the Loan Agreement, the Loan Documents, the Other Loan
Instruments  and  other  instruments  and  agreements evidencing or securing the
Obligations  shall  be  kept  and  fully  performed,  for  any  breach  of which
(remaining  uncured beyond the grace period, if any, provided herein or therein,
or  in  the Loan Documents, the Other Loan Instruments or other such instruments
or  agreements),  Lender  shall  have  the  STATUTORY POWER OF SALE, pursuant to
M.G.L.A.  Ch.  183, Section 21, and any other rights and remedies granted herein
and/or  in  the  Loan  Documents  or  Other  Loan  Instruments.
30.     TIME  OF  ESSENCE.
        -----------------
     Time  is of the essence of this Mortgage and the performance of each of the
covenants  and  agreement  contained  herein.

<PAGE>
IN  WITNESS  WHEREOF, Borrower has executed this Mortgage or has caused the same
to  be executed by its duly authorized officer, under seal, as of the date first
above  written.

     EMERITUS  PROPERTIES  XIV,  LLC,  a  Washington  limited  liability company
     By:     EMERITUS  CORPORATION,  its  sole  member

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


<PAGE>
                                 ACKNOWLEDGMENT

STATE  OF  WASHINGTON          )
                         )  SS
COUNTY  OF  KING               )


     On  this  _____  day  of  August,  2002,  before  me  appeared
____________________________,  to  me  personally  known,  who, being by me duly
sworn,  did  say that _he is the ____________________ of EMERITUS CORPORATION, a
Washington  corporation,  the  sole  member  of  EMERITUS PROPERTIES XIV, LLC, a
Washington  limited  liability  company, and that said instrument was signed and
sealed  on behalf of said limited liability company by authority of its members,
and _he acknowledged said instrument to be the free act and deed of said limited
liability  company.




Print  Name:
Commission  No.
                                             (if  any)


My  Commission  Expires:______________


<PAGE>

                                       -3-

                                    EXHIBIT A

                                LEGAL DESCRIPTION


<PAGE>


                                    EXHIBIT B

                              PERMITTED EXCEPTIONS




<PAGE>
                                    EXHIBIT C

                             OTHER LOAN INSTRUMENTS


a)     That  certain  Loan  Agreement  between  Lender  and ESC-PUYALLUP, LLC, a
Washington  limited  liability company ("PUYALLUP"), ESC-PORT ST. RICHIE, LLC, a
Washington  limited  liability  company ("PORT RICHIE"), and ESC-BOZEMAN, LLC, a
Washington  limited  liability  company  ("BOZEMAN") dated February 8, 2002 (the
"ESC  LOAN  AGREEMENT");
b)     that  certain Promissory Note A made by Puyallup, Port Richie and Bozeman
in  favor  of  Lender dated February 8, 2002 in the original principal amount of
Nineteen  Million  Eight  Hundred  Fifty-Seven  Thousand Five Hundred and No/100
Dollars  ($19,857,500.00);
c)     that certain Subordinated Promissory Note B made by Puyallup, Port Richie
and  Bozeman in favor of Lender dated February 8, 2002 in the original principal
amount  of  Ten  Million Six Hundred Ninety-Two Thousand Five Hundred and No/100
Dollars  ($10,692,500.00);
d)     the  Deed of Trust granted by Puyallup in favor of Lender with respect to
the  Courtyard Property (as defined in the ESC Loan Agreement) dated February 8,
2002;
e)     the  Mortgage  granted  by Port Richie in favor of Lender with respect to
the  La  Casa  Property (as defined in the ESC Loan Agreement) dated February 8,
2002;
f)     the  Deed  of Trust granted by Bozeman in favor of Lender with respect to
the  Spring  Meadows  Property  (as  defined  in  the  ESC Loan Agreement) dated
February  8,  2002;
g)     the  Assignment  of  Leases  and  Rents executed by Puyallup and Emeritus
Properties  III,  Inc.,  a  Washington  corporation,  as tenant, with respect to
Courtyard  Property  dated  February  8,  2002;
h)     the  Assignment  of Leases and Rents executed by Port Richie and Emeritus
Properties  V, Inc., a Washington corporation, as tenant, with respect to the La
Casa  Property  dated  February  8,  2002;
i)     the  Assignment  of  Leases  and  Rents  executed by Bozeman and Emeritus
Properties  II,  Inc.,  a Washington corporation, as tenant, with respect to the
Spring  Meadows  Property  dated  February  8,  2002;
j)     the  Guaranty  executed by Emeritus Corporation, a Washington corporation
("EMERITUS"),  in  favor  of  Lender  dated  February  8,  2002;
k)     the  Hazardous  Materials  Indemnity Agreement executed by Puyallup, Port
Richie,  Bozeman  and  Emeritus  dated  February  8,  2002;
l)     the  Attornment  and Subordination agreement with respect to the licensee
lease  between  Puyallup,  as  landlord  and  Emeritus  Properties  III, Inc., a
Washington  corporation, as tenant, with respect to the Courtyard Property dated
February  8,  2002;
m)     the  Attornment  and Subordination agreement with respect to the licensee
lease  between  Port  Richie,  as  landlord,  and Emeritus Properties V, Inc., a
Washington  corporation,  as  tenant, with respect to the La Casa Property dated
February  8,  2002;
n)     the  Assignment  of Leases and Rents executed by Emeritus Properties III,
Inc.,  a  Washington  corporation,  with respect to the Courtyard Property dated
February  8,  2002;
o)     the  Collateral Assignment of Management Agreement and Waiver of Property
Management and Broker's Liens, executed by Puyallup and Emeritus relating to the
management  contract  for  the  Courtyard  Property  dated  February  8,  2002;
p)     the  Collateral Assignment of Management Agreement and Waiver of Property
Management  and Broker's Liens, executed by Port Richie and Emeritus relating to
the  management  contract  for  the La Casa Property dated February 8, 2002; and
q)     the  Collateral Assignment of Management Agreement and Waiver of Property
Management  and Broker's Liens, executed by Bozeman and Emeritus relating to the
management  contract  for  the  Spring  Meadows Property dated February 8, 2002.