REVOLVING NOTE
$3,000,000                                                     March  16,  2004

For  value  received,  the  undersigned, EMERITUS CORPORATION ("Borrower"),
promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), at
1420  Fifth  Avenue, Seattle, Washington 98101, or such other place or places as
the  holder  hereof may designate in writing, the principal sum of Three Million
Dollars  ($3,000,000)  or  so  much  thereof as advanced by U.S. Bank in lawful,
immediately  available money of the United States of America, in accordance with
the  terms and conditions of that certain credit agreement of even date herewith
by  and between Borrower and U.S. Bank (together with all supplements, exhibits,
amendments,  restatements  and  modifications  thereto, the "Credit Agreement").
Borrower  also  promises to pay interest on the unpaid principal balance hereof,
commencing  as  of  the  first  date  of  an advance hereunder, in like money in
accordance  with  the  terms and conditions and at the rate or rates provided in
the  Credit  Agreement.

Borrower and all endorsers, sureties and guarantors hereof jointly and severally
waive  presentment  for payment, demand, notice of nonpayment, notice of protest
and  protest of this Note and all other notices in connection with the delivery,
acceptance, performance, default, dishonor or enforcement of the payment of this
Note  except  such  notices  as are specifically required by this Note or by the
Credit  Agreement,  and  they  agree that the liability of each of them shall be
unconditional  without  regard to the liability of any other party and shall not
be  in any manner affected by any indulgence, extension of time, renewal, waiver
or  modification  granted  or  consented  to  by  U.S.  Bank.  Borrower  and all
endorsers,  sureties  and  guarantors hereof, if any, (1) consent to any and all
extensions  of  time,  renewals, waivers or modifications that may be granted by
U.S.  Bank  with respect to the payment or other provisions of this Note and the
Credit  Agreement;  (2)  consent to the release of any property now or hereafter
securing  this  Note with or without substitution; and (3) agree that additional
makers,  endorsers,  guarantors  or  sureties  may become parties hereto without
notice  to  them  and  without  affecting  their  liability  hereunder.

This  Note  is  the  Note  referred  to  in  the Credit Agreement and as such is
entitled  to  all  of  the  benefits  and  obligations  specified  in the Credit
Agreement,  including  but  not  limited to any Collateral and any conditions to
making  advances  hereunder.  Terms  defined  in  the  Credit Agreement are used
herein  with  the  same meanings.  Reference is made to the Credit Agreement for
provisions  for  the repayment of this Note and the acceleration of the maturity
hereof.

                                          EMERITUS  CORPORATION


                                          By     /s/  Willam  M.  Shorten
                                                 -------------------------------
                                          Name:  William  M.  Shorten
                                                 ------------------------------
                                          Title: Director of Real Estate Finance
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