AGREEMENT TO PROVIDE MANAGEMENT
                      SERVICES TO ASSISTED LIVING FACILITY

     This  Agreement  made  as  of the 8th day of February, 2002, by and between
Scottsdale  Assisted  LLC,  a Washington limited liability company ("Owner") and
Emeritus  Corporation,  a  Washington  corporation  ("Manager").

     WHEREAS,  Owner  is  the owner of the assisted living facility described in
Exhibit  A  which  provides  dementia  and  other  memory  loss  services  (the
"Facility").

     WHEREAS,  Owner  wants  someone  to  manage  the  Facility  on  its behalf;

     WHEREAS,  Manager  is  experienced  and  qualified in the field of assisted
living  facility  management  and has agreed to manage the Facility on behalf of
Owner  pursuant  to  the  terms  and  conditions  set  forth  herein.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  herein  contained,  IT  IS  AGREED  AS  FOLLOWS:

I.     Management  and  Consulting  Responsibilities  of  Manager:  Owner hereby
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engages Manager and Manager hereby accepts such engagement and agrees to provide
     management,  consulting,  advisory  and  supervisory  services  to Owner in
connection  with the operation of the Facility upon the terms and conditions set
forth  in  this  Agreement.  By  entering  into  this  Agreement, Owner does not
delegate to Manager any powers, duties or responsibilities that it is prohibited
by  law  from  delegating.  Owner also retains such other authority as shall not
have  been expressly delegated to Manager pursuant to this Agreement. Subject to
the  foregoing,  Manager  shall  provide  the  following  services:

A.     Operational Policies and Forms.  Manager shall develop and implement such
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     operational policies and procedures as may be appropriate for the effective
operation  of  the  Facility,  including  but  not  limited  to all policies and
procedures  necessary  to  ensure  the  ongoing  licensure  of  the Facility and
compliance  with  the  terms  of  residency  agreements.

B.     Charges.  Manager  shall  establish  schedules  of  recommended  charges,
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including  all  special  charges  for  services rendered to the residents at the
Facility.

C.     Information.  Manager  shall  develop  any  informational  material, mass
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media  releases,  and  other related publicity materials, which are necessary or
appropriate  for  the operation of the Facility.  The cost of all such materials
shall  be commercially reasonable and be deemed to be an expense of the Facility
and  shall  be  payable  from  the Facility Checking Account (as defined below).

D.     Regulatory  Compliance. Manager shall use commercially reasonable efforts
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to  obtain and maintain all licenses, permits, qualifications and approvals from
any  applicable  governmental or regulatory authority that are necessary for the
operation  of  the  Facility  and shall manage the operations of the Facility in
compliance  with  all applicable laws and regulations and in accordance with all
licenses,  permits,  qualifications and approvals.  In order to ensure Manager's
compliance  with  its  obligations  under  this Section I(D) Owner shall provide
Manager  prior  to  the Commencement Date with a copy of any existing regulatory
agreements  or orders to which Owner is a party in connection with the operation
of the Facility; provided, however, Manager shall not be deemed to be in default
     of  its obligations under this Section I(D) in the event (i) of a violation
of  any  applicable  law or regulation which occurs during the first thirty (30)
days  after the Commencement Date (the "Protected Period"), (ii) of the citation
of  any  deficiency  or  deficiencies  which  do  not  result  in the threatened
revocation of the licensure or Medicaid certification of, or the imposition of a
ban  on  admissions  at,  the Facility (which deficiency or deficiencies Manager
shall  cause  to  be  timely  corrected  in accordance with a plan of correction
approved  by  the  applicable  regulatory  authority),  (iii)  Manager  is  duly
contesting  the  application  of  any  law  to the operation of the Facility and
compliance  with  such  law  is  stayed  during  the period that such contest is
pending  or  (iv)  compliance  with  law requires the expenditure of funds which
require  the  approval  of Owner and for which Owner refuses or fails to provide
such  approval.  Within 48 hours of receipt thereof, Manager shall provide Owner
with copies by fax, overnight mail, email or other comparable means of expedited
transmission  of  any  written  notice  regarding  the  licensure,  occupancy or
operation  of  the  Facility  which  it receives from any governmental authority
having  jurisdiction over the Facility.  In addition, Owner shall have the right
to  approve,  which  approval  shall  not  be unreasonably withheld, any plan of
correction  developed  by  Manager  with  respect  to any survey which threatens
revocation of the licensure or Medicaid certification of, or a ban on admissions
at or the imposition of civil or criminal penalties against, the Facility and to
approve  the  election  by  Manager to contest the application of any law to the
operation  of  the  Facility.

E.     Capital  Repairs,  Replacements and Improvements:  Manager shall make all
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capital  repairs, replacements and improvements  necessary for the efficient and
effective  operation of the Facility and its compliance with law unless doing so
involves  an expenditure requiring Owner's approval in accordance with the terms
of  this  Agreement  and Owner fails to provide such approval.  The cost of such
capital  repairs, replacements and improvements shall be within the line-by-line
budgetary  limit  for each item as set forth in the then approved annual capital
budget  prepared  by  Manager  and  approved  by Owner pursuant to Section I(L);
provided,  however,  Manager  shall  not  be  deemed  to  be  in  default of its
obligations  under  this  Section  I(E)  in the event the cost of such  repairs,
replacements  and/or  improvements  exceeds  the  applicable  budgetary  limit
allocated  on  a  line  item  basis  for  such  repairs,  replacements  and/or
improvements  in  the  applicable  capital  budget  provided  such  repairs,
replacements  and/or  improvements  are  (a)  of  such  an emergency nature that
Owner's prior notice and approval is not feasible in order to adequately protect
     the  Facility and the health and safety of the occupants or (b) the cost of
such  repairs, replacements and/or improvements are less than $10,000 in any one
instance  but  do  not  exceed in the aggregate $25,000 for any fiscal year. Any
other capital expenditures for repairs, replacements or improvements that exceed
such budgetary limits shall be subject to the prior approval of the Owner, which
approval  shall not be unreasonably withheld; provided, however, Owner shall not
be  deemed  to  have  unreasonably  withheld its approval if (i) Owner lacks the
financial  resources  to  cover  the cost of such capital repair, replacement or
improvement  or (ii) the cost of such capital repair, replacement or improvement
will  exceed  $25,000  individually  or  in  the aggregate with other unbudgeted
capital  repairs, replacements or improvements undertaken by Manager in the same
fiscal year.  In performing the foregoing repairs, replacements and improvements
Manager  shall  use  the  Facility's  on site maintenance personnel as and where
possible  and  shall  otherwise contract with qualified third parties to provide
the  necessary  services  and  shall  undertake the same or cause the same to be
undertaken  in  a  workman  like  and  lien  free  manner.

F.     Accounting.
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i.     Manager  shall,  at  its  expense,  provide  accounting  support  to  the
Facility.  Owner  acknowledges and agrees that such accounting support shall not
include  the  preparation of Owner's financial statements or securities filings.
In  addition,  Manager shall reflect in the financial statement for the Facility
any  accounting  adjustments provided to Manager by Owner, provided that Manager
shall have no liability or responsibility with respect to the appropriateness of
     accounting  adjustments provided to Manager by Owner.  Manager shall not be
required  to  reflect in the financial statements for the Facility any corporate
accounting  adjustments  provided to Manager by Owner until such time as Manager
fully  understands  the  rationale  for  such  adjustment.

ii.     All accounting procedures and systems utilized in providing said support
     shall  be  in  accordance  with  the  operating  capital  and cash programs
developed  by  Manager,  which  programs  shall  conform  to  generally accepted
accounting  principles ("GAAP") and shall not materially distort income or loss.

iii.     In  addition,  Manager  shall  prepare  timely  and file or cause to be
prepared  and  filed  timely all payroll tax returns, sales and use tax returns,
real  and personal property tax returns and local or state gross receipts and/or
business  and  occupation  tax  returns  at  Manager's sole cost and expense and
Manager shall cause to be paid timely all of the taxes reflected on such returns
     as  being due, which taxes shall be Facility Expenses and shall be paid out
of the Facility Checking Account. In the event that Manager fails to timely file
required  returns  or  reports  or  to timely pay taxes, Manager shall be solely
responsible  for  payment  of  any  resulting penalties and/or interest and such
penalties  and  interest  shall  not  be considered Facility Expenses, provided,
however,  that  Manager  shall  not  be  responsible  for  paying  any resulting
penalties  or interest if (i) Owner receives the tax reports for such taxes from
the  taxing  authority  and  Owner  fails  to furnish the tax reports to Manager
within  a  reasonable  period of time prior to the date on which the tax reports
are due, or (ii) there are insufficient funds available in the Facility Checking
Account  to  pay  the  taxes  when  due  and Owner fails to comply with a timely
request  by  Manager  to  provide the necessary funds to pay the taxes when due.
All  other  tax  returns,  including  Owner's  local, state or federal income or
informational  tax  returns  and  state corporate franchise tax returns shall be
prepared  by  Owner  or  its  designee  and  the  taxes  and  other payments due
thereunder  shall  be  the  sole  responsibility  of  Owner.

iv.     Nothing herein shall preclude Manager from delegating to a third party a
     portion  of  the  accounting duties provided for in this Section; provided,
that  such  delegation shall not relieve Manager from ultimate liability for the
timely  and  complete  performance of the obligations provided for herein or for
the  expense thereof, it being understood that Manager shall bear the expense of
such  third  party to whom Manager delegates any such accounting duties that are
the obligation of Manager under this Section. Owner acknowledges and agrees that
in  the  event Manager retains one or more qualified third parties to review the
real  and/or  personal  property tax returns or utility bills of the Facility or
other  third party charges in an effort to effect cost savings for the Facility,
the fees and expenses of such third parties shall be Facility Expenses and shall
be  paid  out  of  the  Facility  Checking  Account.

G.     Reports.  Manager  shall  prepare  and  provide  to  Owner any reasonable
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operational information with respect to the Facility which may from time to time
     be  specifically  requested  by  Owner, including any information needed to
assist  Owner  in  completing  the tax returns for which it is responsible under
Section  I(F)  and  in  complying  with  the reporting requirements described in
Exhibit  B.  In addition, within thirty (30) days after the end of each calendar
month,  Manager  shall  provide  Owner  with  an  unaudited balance sheet of the
Facility, dated the last day of such month, and an unaudited statement of income
and  expenses  for  such  month  and for the fiscal year to date relating to the
operation  of  the  Facility showing trends, the variance between the actual and
budgeted  operating  results of the Facility for said month and with a rent roll
and  census report for the month indicating the number of units occupied and the
number  of  units  vacant.  Such  monthly  reports  shall  also show summary and
itemization  of  accounts  receivable  for the Facility and report of collection
action(s)  taken  and  status of any collection action(s).  Furthermore, Manager
shall  prepare  and provide to Owner such other reports and information as Owner
shall  reasonably  request.  Upon request, Manager shall cooperate with Owner or
Owner's  certified  public accountant in the event Owner elects, or is required,
to  have  audited annual financial statements prepared. The financial statements
prepared  by  Manager  shall  be  prepared in accordance with GAAP, consistently
applied,  this  Agreement, and the procedures and practices provided for in this
Agreement.

H.     Bank  Accounts.  Manager shall open a new checking account in the name of
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Owner  (the  "Facility  Checking  Account")  and  shall  deposit in the Facility
Checking  Account  all  money  received during the term of this Agreement in the
course of the operation of the Facility; provided, however, that during the term
     hereof,  withdrawals  and payments from the Facility Checking Account shall
be made only on checks signed by a person or persons authorized by Manager.  The
Facility  Checking  Account  will  be  an  interest-bearing  account  if  an
interest-bearing  account  is  available.  Owner shall be given notice as to the
identity of said authorized signatories.  Withdrawals from the Facility Checking
Account  shall  be made first to pay the Management Fee (as that term is defined
in  Section VII, below), and, thereafter, to pay Facility Expenses in such order
of  priority  as  Manager  deems  appropriate  to  the  commercially  reasonable
operation  of  the  Facility; provided, however, if a lender providing financing
for  the facility requires the Management Fee to be subordinated to debt service
payments  then Manager will not pay the Management Fe unless and until such debt
service  has  been  paid.  In the event the cash receipts of the Facility are at
any  time  insufficient to pay all of the Facility Expenses, Owner shall, within
five  (5) days of Owner's receipt of a written demand by Manager (accompanied by
a  statement  and  information  as  to the basis for the demand), deposit in the
Facility  Checking  Account sufficient funds to satisfy the then working capital
needs  of the Facility. Owner acknowledges and agrees that Manager shall only be
required  to  pay  the  Facility  Expenses  if and to the extent there are funds
available  for  the  payment  thereof  in  the  Facility  Checking  Account.

I.     Personnel.  All  of  the on-site personnel of the Facility, including the
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community director, business manager and the "wellness director", if applicable,
     shall  be  the employees of Manager but the salaries, bonuses, commissions,
state  and federal payroll and social security tax obligations and benefits paid
to  or on behalf of such on-site employees shall be deemed to be included in the
Facility Expenses and thus shall be paid from the Facility Checking Account. All
matters  pertaining  to the employment, supervision, compensation, promotion and
discharge  of  such employees are the responsibility of Manager, which is in all
respects  the  employer  of such employees.  Manager shall fully comply with all
federal,  state,  county,  municipal  and  other  governmental laws, ordinances,
regulations  and  orders  having  to  do  with  anti-discrimination,  workmen's
compensation,  employer's  liability  insurance,  social  security, unemployment
insurance,  hours of labor, wages, working conditions, immigration and all other
employer-employee  related  subjects  (including  without  limitation,  tax
withholding  and  information  reporting requirements) and shall not do any act,
nor knowingly permit any act to be done that would constitute a violation of any
or all of such laws, ordinances, regulations or orders.  Manager shall indemnify
and  hold  Owner  harmless  from  and  against  any  and  all claims, penalties,
liabilities  and expenses of whatsoever kind and nature which may be asserted by
any governmental body or by any person claiming to be aggrieved by reason of any
act  or failure to act by Manager in accordance with or in violation of any said
laws,  ordinances,  regulations or orders, so long as such act or failure to act
is  not  caused  or  directed by Owner.  All personnel responsible for providing
services  pursuant  to  the terms of this Agreement shall be direct employees of
Manager  and  Manager  shall,  for  purposes of such employment relationship, be
acting  as  an  independent contractor and not as an agent or employee of Owner.
Unbudgeted  costs  and expenses of employees or consultants that are not on-site
Facility  personnel  shall  be  treated as Facility Expenses only if approved in
writing  in  advance  by  the  Owner,  which  approval shall not be unreasonably
withheld.  If  Owner  terminates this Agreement, Owner shall have the right (but
not the obligation) to offer to hire any one or more of the on-site employees of
Manager.

J.     Supplies  and Equipment:  Manager shall purchase supplies and non-capital
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equipment  needed  to operate the Facility within the budgetary limits set forth
in  the  annual operating budget.  In purchasing said supplies and equipment, if
possible  without  Manager  incurring  personal  liability  for the cost of such
supplies  and  equipment,  Manager shall take advantage of any national or group
purchasing  agreements  to  which  Manager  may  be  a  party.

K.     Legal  Proceedings.  Unless  otherwise  directed  by  the  Owner, Manager
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shall,  through  its legal counsel (whose identity and rates shall be subject to
Owner's  approval),  coordinate  all  legal matters and proceedings with Owner's
counsel  and,  subject to the direction and/or approval of Owner, shall take any
and  all  appropriate steps to protect and/or litigate to a final decision in an
appropriate  court  or  forum any violation, order, rule or regulation affecting
the Facility and its operations or any claim, loss, violation or cause of action
     relating  to  the Facility. Manager shall not settle any litigation without
the  prior approval of Owner.  Manager shall promptly notify Owner in writing of
any written demand letters received by Manager which threaten litigation related
to  the  Facility  or  any  legal  or  administrative proceedings that are filed
involving the Facility.  All of the costs reasonably incurred in such litigation
shall  be  deemed  Facility  Expenses  and shall be reimbursed to Owner from the
funds  in the Facility Checking Account if previously paid by Owner  or shall be
paid  from  the funds in the Facility Checking Account if not previously paid by
Owner.  Nothing  herein  shall  be construed as precluding Owner from seeking to
recover from Manager the fees and expenses described in this Section I(K) to the
extent  Manager  is  otherwise  liable  therefore  under  the  default  or
indemnification  provisions of this Agreement; however, it is understood that no
expenses  shall  be  paid  from the Facility Checking Account for any litigation
commenced  by  the  Manager  against  the  Owner.

L.     Budgets:  The  Facility  shall  be operated on a fiscal year of January 1
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through  December 31. Owner and Manager shall agree before the Commencement Date
(as  hereinafter  defined)  on  a  preliminary  initial operating budget for the
period  from  the  Commencement  Date  through December 31, 2002 and shall agree
within  sixty  (60) days after the Commencement Date on a detailed operating and
capital  budget  for  the  period from the date of such approved budgets through
December 31, 2002. On or before December 31 of each calendar year, Manager shall
     prepare  and  submit  to  Owner for its review and approval, which approval
shall  not  be  unreasonably  withheld,  an  annual  operating budget, an annual
capital  expenditure  budget,  and  an  annual  cash  flow  projection  for  the
Facility.  The  annual  operating budget and capital expenditure budget shall be
prepared using the format set forth in Exhibit C.  In the event a budget has not
been  agreed  upon by the beginning of the fiscal year, the operating results of
the  prior  fiscal  year shall serve as the budget for the following fiscal year
unless  and  until  the  new  budget  is  agreed  upon.

M.     Collection  of  Accounts:  Manager shall issue bills and collect accounts
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and monies owed for goods and services furnished by the Facility during the term
     of  this  Agreement, including, but not limited to, enforcing the rights of
Owner  and the Facility as creditor under any contract or in connection with the
rendering  of  any  services;  provided,  however,  that any expenses reasonably
incurred  by  Manager  in so doing shall be Facility Expenses and payable out of
the  Facility  Checking  Account.  In  addition,  upon request by Owner, Manager
shall  issue  bills  and collect accounts and monies owed for goods and services
furnished  by  the  Facility  prior to the Commencement Date; provided, however,
regardless  of  any  standard  of performance set forth in this Agreement, Owner
acknowledges  and  agrees  that  there can be no assurances that Manager will be
able  to  collect  any  or  all  of  such  accounts  receivable.

N.     Contracts.  Manager  shall negotiate and enter into any and all contracts
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necessary  from  time to time in connection with the day to day operation of the
Facility  including,  but  not  limited  to,  contracts  for water, electricity,
natural  gas,  telephone,  sewer,  cleaning,  trash  removal,  pest  control and
extermination,  cable,  elevator  and  boiler  maintenance,  pharmacy  services,
therapy  services and other appropriate ancillary services and contracts for the
provision  of  various  services  which  are designed to identify potential cost
savings  to the Facility, such as utility and tax bill review services; provided
that  such  contracts  can  be  terminated by the Owner on no more than 90 days'
notice.  Any contract which cannot be terminated on no more than 90 days' notice
     shall  require  the  approval  of  Owner before the same may be executed by
Manager,  which approval shall not be unreasonably withheld.  Manager shall have
the right to contract with entities which are owned by or under common ownership
with Manager provided the terms of any such contracts are no less favorable than
the  terms then offered by unrelated third parties for the same or similar goods
or  services.

O.     Manager's  and  Owner's  Representative.  Manager  hereby  appoints Frank
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Ruffo  (the  "Manager's  Representative") as the person employed by Manager with
whom  Owner shall interact and upon whose decisions Owner shall be authorized to
rely,  and  Owner hereby appoints Ruth Verhoff (the "Owner's Representative") as
the  person  employed  by  Owner with whom Manager shall interact and upon whose
decisions  Manager  shall be authorized to rely, with respect to the performance
by  Manager  of its duties hereunder.  Manager shall have the right from time to
time  during  the term of this Agreement to replace the Manager's Representative
upon  written  notice  to  Owner  designating  the  replacement  Manager's
Representative  and Owner shall have the right from time to time during the term
of  this  Agreement to replace the Owner's Representative upon written notice to
Manager  designating  the  replacement  Owner's  Representative.  Nothing herein
shall  be  construed  as  imposing  any  personal  liability  on  the  Manager's
Representative  or  Owner's Representative with respect to the acts or omissions
of  Manager  or  Owner,  respectively,  under  this  Agreement.

II.     Insurance.  Manager,  as  agent  for  the Owner and at the sole cost and
expense  of Owner, shall obtain and keep in force adequate insurance as outlined
below:

          A.  All  Risk,  or  other  broad  form  coverage  property  insurance,
insuring  full  replacement value. Such insurance shall also include, but not be
limited  to,  business  interruption and extra expense coverage, for a period of
not  less  than six months.    Manager shall also maintain flood hazard coverage
at  an  amount  equal  to  full  replacement  cost  of  the  Facility.

          B.  Commercial  general  liability  insurance, against any third party
claims  for bodily injury or property damage.  Such insurance shall also include
coverage  for  contractual liability as respects this Agreement.  Limits of such
coverage  should  not  be less than $1,000,000 per occurrence, with a minimum of
$2,000,000  per  location  aggregate.

          C.    Professional  Liability  Insurance  with limits of such coverage
that  are  not less than $1,000,000 per occurrence, with a minimum of $2,000,000
per  location  aggregate.

          D.    Business  Auto  Liability  for  third  party  bodily  injury  or
property  damage for facility vehicles including owned, hired and non-owned auto
liability  for  $1,000,000 combined single limit.  Coverage shall be extended to
cover  physical  damage  to  facility  vehicles.

E.      Umbrella/Excess  Commercial  General Liability and Professional Services
Liability  in  the  amount  of  $10,000,000  per  occurrence.

          F.  Workers'  Compensation  coverage  with  statutory  limits  and
Employers'  Liability  insurance  coverage with minimum limits of $1,000,000 per
occurrence.

          G.    Crime insurance to cover employee dishonesty, theft of money and
security  loss  in  limits  of  not  less  than  $1,000,000

For  all  such  insurance as deemed necessary above, it is agreed and understood
that  Manager  shall continuously maintain the same at the sole cost and expense
of  Owner,  and that all premiums, deductibles and uninsured losses with respect
to  such policies shall be deemed to be Facility Expenses. Manager shall provide
Owner  with  evidence of all insurance, naming Owner as an additional insured on
policies B, C, D, and E above, and subject to the requirements of a lender, loss
payee  as  respect the property policies.  Such evidence of insurance shall give
the Owner at least thirty (30) days prior notice of cancellation or any material
change  to  policies.

Manager shall also assist Owner to procure such other insurance coverages as may
be  required  by  a lender for the Facility. Manager shall, at its sole cost and
expense,  maintain  commercial  general  liability insurance for its operations.
Manager  agrees  to  furnish  Owner  with  evidence  of  such  insurance or with
duplicate  copies  of  such  policies.

III.     Proprietary  Interest.  The  systems,  methods, procedures and controls
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employed  by  Manager  and  any written materials, computer software or policies
developed  by Manager to document the same are to remain the property of Manager
and  are  not,  at  any  time  during or after the term of this Agreement, to be
utilized, distributed, copied or otherwise employed or acquired by Owner, except
     as  authorized  by  Manager,  provided, however, that upon request of Owner
Manager  shall negotiate in good faith the terms and conditions upon which Owner
may  be  permitted  by  Manager  to use, without payment, such systems, methods,
procedures,  controls,  materials,  software  or  brochures  for  a  limited
transitional period following the termination of this Agreement, which terms and
conditions  shall  be satisfactory to both Manager and Owner in their respective
discretion.  However,  in  the  event  of a termination of this Agreement, for a
period of thiry (30) days after such termination Owner shall be permitted to use
systems,  methods, software as may be reasonably necessary for Owner to generate
records and reports with data from the Term (as defined below) of this Agreement
..

IV.     Term  of  Agreement;  Termination  by  Either  Party.  The  term of this
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Agreement  (the "Term") shall commence on the date on which Owner acquires title
     to  the  Facility  (the  "Commencement  Date").  This  Agreement  may  be
terminated  by  either Owner or Manager, with or without cause, at any time upon
giving  (i)  at least ninety (90) days' written notice to the other party if the
notice  to  terminate ("Termination Notice") is being delivered within the first
twelve  month  period following the Commencement Date; (ii); at least sixty (60)
days'  written  notice  to  the  other  party if the Termination Notice is being
delivered  within the second twelve month period following the Commencement Date
and  (iii)  at  least thirty (30) days' written notice to the other party if the
Termination Notice is being delivered more than twenty-four months following the
Commencement  Date.  This  Agreement  shall also terminate in the event that the
Facility  is  sold  by  Owner  during  the period of this Agreement; or upon the
destruction of or substantial damage to the Facility by any cause, or the taking
of  all  or  a  substantial portion of the Facility by eminent domain, in either
case  making it impossible or impractical to continue operation of the Facility.
Within  thirty  (30) days after the termination of this Agreement, Manager shall
deliver  to Owner any balance of moneys due Owner or of deposits, or both, which
were  held  by  Manager  with  respect  to  the  Facility,  including,  without
limitation,  the  balance  of  the Facility Checking Account, as well as a final
accounting  reflecting  the  balance  of income and expenses with respect to the
Facility  as  of  the  date  of  termination  or  withdrawal,  and  all records,
contracts,  leases,  receipts  for deposits, and other papers or documents which
pertain  to  the Facility.  If there shall be additional sums due and payable to
Manager,  Owner  shall  promptly  pay  such sums to Manager as part of the final
reconciliation  process.

V.     Owner's  Inspection:  During the term of this Agreement, Owner shall have
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the right, upon not less than twenty-four (24) hours prior notice to Manager and
     at  reasonable  times during normal business hours, to inspect the Facility
and  to  inspect  and/or audit all books and records pertaining to the operation
thereof.

VI.     Operation  of  the  Facility:

A.     Standard  of  Performance:  In  performing  its  obligations  under  this
       -------------------------
Agreement,  Manager  shall  manage  the  Facility  as a licensed assisted living
facility  (i)  to the standard and in the same manner as management services are
provided  by  other  qualified and licensed third party professional health care
facility  managers  of  facilities  comparable  to  the  Facility,  and  (ii) in
accordance  with the terms of this Agreement, including, but not limited to, the
limitations  set  forth  herein  on  operating and capital expenditures, and the
policies  adopted  by,  and  resources  available  to,  the  Facility.

B.     Force  Majeure:  Manager  will  not  be deemed to be in violation of this
       --------------
Management  Agreement  if it is prevented from performing any of its obligations
hereunder  for  any  reason  beyond  its control, including, without limitation,
strikes,  shortages,  acts  of  terrorism,  war,  acts  of  God, lack of Owner's
financial  resources,  unreasonable  interference  by  Owner  with  Manager's
performance  of  its  duties  hereunder,  or  any statute, regulation or rule of
federal,  state  or  local  government  or  agency  thereof.

VII.     Withdrawal  of  Funds  by  Owner;  Minimum  Bank  Balance.

A.     Withdrawal  by  Owner.  From  time  to  time,  Owner  may  withdraw  the
       ---------------------
then-accumulated  operating  cash  surplus  (as  determined by Manager) from the
       --
Facility  Checking  Account.

B.     Minimum  Cash  Balance.  Owner  shall  fund the Facility Checking Account
       ----------------------
with  an  initial  amount equal to $25,000.00 and thereafter Owner shall provide
the  working  capital  required  by  Section  I(H)  of  this  Agreement

VIII.     Management  Fee;  Mobilization Fee: In consideration for the provision
          ----------------------------------
of  the  services  contemplated  in  this  Agreement,  Manager  shall  receive a
management  fee  ("Management Fee") equal to the greater of i) five percent (5%)
of  the  gross  revenues  generated  for the prior month by the Facility, or ii)
$5,000 per month.  The Management Fee shall be payable on or before the 10th day
     of  each  month.  For purposes of this Agreement, "gross revenues" mean all
revenues  generated  by  the  operation  of  the Facility, but shall not include
proceeds  from  the sale of Facility equipment or the Facility, any insurance or
condemnation  proceeds  or  any  other  proceeds  from  a capital event.  If the
services  of  Manager  commence or terminate, other than on the first day of the
month,  the  revenues  upon  which  the  fee  is calculated shall be prorated in
proportion  to the number of days for which services are actually rendered.  The
Management  Fee  provided for herein shall be disbursed by Manager to itself out
of  the  Facility Checking Account as provided in this Agreement.  Manager shall
be  paid  a  mobilization fee in an amount equal to $------ ("Mobilization Fee")
for  services  rendered  by  Manager  in  connection with the acquisition of the
Facility  and  initial operations of the Facility including, but not limited to,
due  diligence  with respect to the Facility, application for necessary licenses
and  permits or the transfer of licenses and permits for the Facility, review of
Facility books and records and establishment of accounting records for operation
of  the  Facility  and other items related to the initial phases of operation of
the  Facility.  The Mobilization Fee will be paid to Manager on the later of (i)
                                                                    -----
ten  days  after receipt of the Facility license, or (ii) the Commencement Date.

IX.     Assignment:  Except as otherwise provided in Section I.F. with regard to
        ----------
     the  delegation  of certain duties, this Agreement shall not be assigned by
either  party  without  the  prior  written  consent  of  the  other  party.

X.     Notices:  All  notices  required or permitted hereunder shall be given in
       -------
writing  by  hand delivery, by registered or certified mail, postage prepaid, by
overnight delivery or by facsimile transmission (with receipt confirmed with the
     recipient).  Notice  shall  be  delivered  or  mailed to the parties at the
following  addresses  or at such other places as either party shall designate in
writing.  All  notices  shall  be deemed duly given when delivery is received or
refused  by  a  party  if delivered by hand, three (3) business days after being
deposited  in  the  mails  if  sent by registered or certified mail, on the next
business  day if sent by overnight delivery and on confirmed receipt, if sent by
facsimile  transmission.

          To  Manager:     Emeritus  Corporation
                    3131  Elliott  Avenue
                    Suite  500
                    Seattle,  WA  98121
                    Facsimile:     206-301-4500
                    Attn:  Frank  Ruffo

          To  Owner:     Scottsdale  Assisted  LLC
                    2025  First  Avenue
                    Suite  890
                    Seattle,  WA  98121
                    Facsimile:     206-728-9327
                    Attn:     Ruth  Verhoff

XI.      Relationship  of the Parties:  The relationship of the parties shall be
        -----------------------------
that  of  principal and independent contractor and all acts performed by Manager
during  the  term  hereof  as  Manager  of  the  Facility  shall be deemed to be
performed  in  its  capacity as an independent contractor.  Nothing contained in
this  Agreement is intended to or shall be construed to give rise to or create a
partnership  or joint venture or lease between Owner, its successors and assigns
on  the  one  hand,  and  Manager, its successors and assigns on the other hand.
Notwithstanding  the  foregoing,  Manager shall be authorized to execute certain
documents in the course of the day to day operation of the Facility as the agent
     of Owner, such as credit applications for supplies, banking resolutions for
the  Facility  Checking  Account,  utility  deposit  forms,  etc.

XII.      Indemnification.  Manager  shall  indemnify,  defend and hold harmless
          ---------------
Owner  and  its owners, directors, officers and employees from any and all third
party  claims,  demands,  causes  of  action, losses, damages, fines, penalties,
liabilities,  costs and expenses, including reasonable attorneys' fees and court
costs  sustained  or  incurred by or asserted against any one or more of them by
reason  of  or arising out of Uncovered Manager Actions. As used in this Section
XII,  "Uncovered  Manager  Actions" means (a) Manager's breach of the duties and
obligations  required to be performed by Manager pursuant to this Agreement, (b)
acts  by  Manager outside the scope of Manager's authority under this Agreement,
or  (c)  the  negligence  or  willful  misconduct  of  Manager  or its agents or
employees.   Owner agrees to indemnify, defend and hold harmless Manager and its
     shareholders,  directors,  officers  and  employees  from any and all third
party  claims,  demands,  causes  of  action, losses, damages, fines, penalties,
liabilities,  costs  and  expenses,  including  attorneys'  fees and court costs
(except  to the extent covered by insurance carried by Manager or required to be
carried  by  Manager  pursuant  to  this  Agreement) sustained or incurred by or
asserted  against  any one or more of them relating to the Facility that results
from the negligence or willful misconduct of Owner in performing its obligations
under  the  Agreement  or  from  a  breach  of this Agreement by the Owner.  THE
INDEMNITIES  BY  OWNER  AND  MANAGER  IN  THIS SECTION XII SPECIFICALLY APPLY TO
NEGLIGENCE  AND  EVENTS  FOR  WHICH THERE IS STRICT LIABILITY BY THE INDEMNIFIED
PERSONS,  TO  THE  EXTENT  THE  RESULTING  CLAIM,  DEMAND CAUSE OF ACTION, LOSS,
DAMAGE,  FINE  PENALTY,  LIABILITY,  COST  OR EXPENSE IS WITHIN THE SCOPE OF THE
INDEMNITY.  Notwithstanding  any  other  provision  of  this  Agreement  to  the
contrary,  each  party's  obligation  to indemnify, defend and hold harmless the
other  party  shall  survive  the  termination  of  the  Term and this Agreement

XIII.      Entire  Agreement:  This  Agreement  contains  the  entire  agreement
          ------------------
between  the  parties  relating  to  the  operation of the Facility and shall be
binding  upon  and  inure  to the benefit of their successors and assigns.  This
Agreement  may not be modified or amended except by written instrument signed by
both  of  the  parties  hereto.  Furthermore,  this  Agreement may be amended to
accommodate  the requirements of a lender for the Facility and the Manager shall
execute  such documents as such lender may reasonably require in connection with
its  lending in connection with the Facility; provided, however, it shall not be
reasonable  for  Owner's  lender to require (i) Manager to reduce the Management
Fee  or  Mobilization  Fee  set  forth in Section VIII, (ii) Owner or Manager to
limit  their  termination  rights as set forth in Section IV or (iii) a material
limitation  of  the rights granted to Owner or Manager or a material increase in
the  obligations  imposed  on  Manager  hereunder.

XIV.      Captions:  The  captions  used herein are for convenience of reference
         ---------
only  and  shall  not  be  construed in any manner to limit or modify any of the
terms  hereof.

XV.     Attorney's  Fees:  In the event either party brings an action to enforce
        ----------------
this Agreement, the prevailing party in such action shall be entitled to recover
     from  the  other  all  costs  incurred  in  connection therewith, including
reasonable  attorney's  fees.

XVI.     Severability:  In  the event one or more of the provisions contained in
         ------------
this  Agreement is deemed to be invalid, illegal or unenforceable in any respect
under applicable law, the validity, legality and enforceability of the remaining
     provisions  hereof  shall  not  in  any  way  be  impaired  thereby.

XVII.      Cumulative;  No  Waiver:  No right or remedy herein conferred upon or
          ------------------------
reserved  to  either  of  the  parties hereto is intended to be exclusive of any
other  right  or remedy, and each and every right and remedy shall be cumulative
and  in  addition  to  any  other  right  or  remedy  given hereunder, or now or
hereafter legally existing upon the occurrence of an Event of Default hereunder.
     The  failure  of  either party hereto to insist at any time upon the strict
observance  or  performance  of  any  of  the provisions of this Agreement or to
exercise  any right or remedy as provided in this Agreement shall not impair any
such  right or remedy or be construed as a waiver or relinquishment thereof with
respect  to subsequent defaults.  Every right and remedy given by this Agreement
to  the parties hereof may be exercised from time to time and as often as may be
deemed  expedient  by  the  parties  thereto,  as  the  case  may  be.

XVIII.      Authorization  for Agreement:  The execution and performance of this
            ----------------------------
Agreement  by Owner and Manager have been duly authorized by all necessary laws,
resolutions  or  corporate  action, and this Agreement constitutes the valid and
enforceable obligations of Owner and Manager in accordance with its terms except
     as  such enforceability may be limited by creditors rights laws and general
principles  of  equity.

XIX.      Counterparts:  This  Amendment  may  be  executed  in  any  number  of
         -------------
counterparts  and  by different parties hereto in separate counterparts, each of
which  when  so executed shall be deemed to be an original and all of which when
taken  together  shall  constitute  one and the same amendment.  Delivery of any
executed counterpart of a signature page to this Amendment by facsimile shall be
     effective  as  delivery  of  an  executed  original  counterpart  of  this
Amendment.

XX.      Confidentiality:  Throughout  the  Term  of  this  Agreement  and for a
         ----------------
period  of  one  (1)  year  after  the expiration or earlier termination of this
Agreement,  each  of Manager and Owner agrees to maintain the confidentiality of
any  proprietary  information concerning the other or the Facility to which they
may  gain  access  during the term of this Agreement and shall only disclose the
same  with  the consent of the other party or as required by an order of a court
of  competent  jurisdiction.

XXI.     Construction:  Each  of the parties acknowledges and agrees that it has
         -------------
participated in the drafting and negotiation of this Agreement.  Accordingly, in
     the event of a dispute with respect to the interpretation or enforcement of
the  terms  hereof,  no  provision shall be construed so as to favor or disfavor
either  party  hereto.

          IN  WITNESS  WHEREOF, the parties have hereto caused this Agreement to
be  duly  executed,  as  of  the  day  and  year  first  above  written.



SCOTTSDALE  ASSISTED  LLC


                    By:     /s/    Daniel  R.  Baty
                         Daniel  R.  Baty
                    Its:     _____________________________________


                    EMERITUS  CORPORATION



                    By:     /s/    Raymond  R.  Brandstrom
                         Raymond  R.  Brandstrom
                    Its:     _____________________________________



<PAGE>
                                    EXHIBIT A

                             DESCRIPTION OF FACILITY

               Single building on 2.55 acres with 48 licensed beds
                           9410 East Thunderbird Road
                            Scottsdale, Arizona 85260

<PAGE>
                                    EXHIBIT B
                             REPORTING REQUIREMENTS


<PAGE>
                                    EXHIBIT C
                                 FORM OF BUDGET

<PAGE>