PROMISSORY NOTE
                                 ---------------


$800,000.00     September  18,  2002


     FOR  VALUE RECEIVED, EMERITUS CORPORATION, a Washington corporation, having
an  address  of  3131  Elliott  Avenue,  Suite  500,  Seattle,  Washington 98121
(hereinafter called "Maker"), promises to pay to HEALTH CARE PROPERTY INVESTORS,
INC.,  a  Maryland  corporation,  or  its  successors  or  assigns  (hereinafter
collectively  called "Lender"), or to its order, at its principal office at 4675
MacArthur  Court,  Suite 900, Newport Beach, California 92660, the principal sum
of  Eight  Hundred  Thousand  and  No/100  Dollars  ($800,000.00), together with
interest  in  arrears  on  the  unpaid  principal  balance  from  time  to  time
outstanding  from  the  date  hereof until the entire principal amount due under
this  Promissory  Note  (this  "Note")  is  paid  in  full  at  the rates and in
accordance  with  the  payment  schedule  hereinafter  provided.
From  the  date  hereof  through the Maturity Date (as hereinafter defined), the
rate  of  interest  on  the unpaid principal balance hereunder shall be equal to
twelve  percent  (12%)  per  annum  (the "Interest Rate").  Whenever there is an
Event  of  Default  (as defined below) in existence under this Note, the rate of
interest on the unpaid principal and interest shall be increased to five percent
(5%)  over  the Interest Rate (the "Default Rate").  As additional consideration
for Lender making the loan to Maker that is evidenced hereby (the "Loan"), Maker
shall  pay  to Lender the following:  (i) on the date that the principal balance
hereunder  is  disbursed  to Maker, an interest payment in the amount of one and
one-half  of  one  percent  (1.5%) of the original principal amount of this Note
(i.e.,  Twelve  Thousand  Dollars  ($12,000)),  which  amount may be deducted by
Lender  from the disbursement of principal hereunder (the "Points"), (ii) on the
date that the principal balance hereunder is disbursed to Maker, an amount equal
to  the  aggregate legal fees, expenses and disbursements to counsel incurred by
Lender  in  connection with the preparation and negotiation of this Note and any
related  guaranties  and  the  consummation  of  the  transactions  contemplated
hereunder  and  thereunder,  which  amount  may  be  deducted by Lender from the
disbursement  of  principal  hereunder, and (iii) on the date payment in full of
the Loan is made, an interest payment in an amount equal to nine percent (9%) of
the  original  principal amount of this Note (i.e., Seventy-Two Thousand Dollars
($72,000))  (the  "Exit  Interest  Payment").
Interest  (other  than  the Points and the Exit Interest Payment, which shall be
paid at the times set forth in the foregoing paragraph) shall be paid monthly in
arrears  on  the first business day of each month, beginning on October 1, 2002,
with  a  final payment of all unpaid principal and interest on September 1, 2005
(the  "Maturity  Date").
Maker may prepay this Note in whole (but not in part) without premium or penalty
upon  fifteen  (15)  days'  prior  written  notice to Lender, which notice shall
specify  the  date  of  such  prepayment.  The  written  notice of Maker to make
prepayment  hereunder  shall  create  an  obligation of Maker to pay on the date
specified  in  such  notice.  Lender  shall  be  under  no  obligation to accept
prepayments  of  less  than  the  entire  principal  balance  due  hereunder.
Upon  the  occurrence of an Event of Default (as defined below), then the holder
hereof  may declare the entire unpaid principal balance hereunder, together with
all  accrued  and  unpaid  interest thereon, immediately due and payable without
notice,  demand  or  presentment and may exercise any of its rights and remedies
hereunder,  at  law or in equity.  The occurrence of any of the following events
shall  constitute  an "Event of Default" under this Note: (a) Maker's failure to
pay  any  amount  due  under  this Note within ten (10) days after the date such
amount  is  due  or  Maker's  failure to perform any other obligation under this
Note;  or  (b) a default shall occur under that certain Master Lease dated as of
September  18,  2002  (the  "Master Lease"), by and between Lender and Texas HCP
Holding,  L.P.,  a  Delaware  limited partnership, collectively as "Lessor", and
Maker  and  ESC  III,  L.P.,  d/b/a  Texas-ESC  III,  L.P., a Washington limited
partnership,  collectively  as "Lessee", or any other note or other agreement or
instrument  now  or  hereafter  with  or in favor of Lender or any Affiliate (as
defined  in  the  Master  Lease)  of  Lender  and  made  by or with Maker or any
Affiliate  of  Maker, where the default is not cured within any applicable grace
period  set  forth  therein;  or  (c) any repudiation by Maker of any of Maker's
obligations  under  this  Note; or (d) if Maker shall make an assignment for the
benefit  of  creditors;  or  (e)  if  a custodian, trustee, receiver or agent is
appointed  or takes possession of all or substantially all of Maker's assets; or
(f) if Maker is generally not paying Maker's debts as they become due; or (g) if
Maker  becomes  "insolvent"  as  that  term is defined in Title 11 of the United
States Code (the "Bankruptcy Code"); or (h) if Maker files, or has filed against
it, a petition with the bankruptcy court under the Bankruptcy Code, or otherwise
files,  or  has  filed  against  it, any petition or applies to any tribunal for
appointment of a custodian, trustee, receiver or agent of Maker or commences any
proceeding  relating  to Maker under any bankruptcy or reorganization statute or
under  any  arrangement,  insolvency,  readjustment  of  debt,  dissolution  or
liquidation  law of any jurisdiction, whether now or hereafter in effect.     In
the  event  that  Lender or any subsequent holder of this Note shall exercise or
endeavor  to  exercise  any of its remedies hereunder, Maker shall pay on demand
all  reasonable  costs and expenses incurred in connection therewith, including,
without limitation, reasonable attorneys' fees, and Lender may take judgment for
all  such  amounts in addition to all other sums due hereunder.  Irrespective of
the  exercise  or  nonexercise of any of the aforesaid rights, if any payment of
principal  or  interest hereunder is not paid in full within ten (10) days after
the  same  is due, Maker shall pay to the holder a processing fee on such unpaid
amount  equal  to  five  percent  (5%)  of  such  late  payment.
Maker,  co-makers,  signers, sureties, endorsers and guarantors and each of them
waives  presentment  for  payment,  protest  and  demand, and notice of protest,
demand  and/or  dishonor  and  nonpayment  of  this  Note,  notice  of intent to
accelerate  the  maturity  hereof,  bringing of suit and diligence in taking any
action  to  collect  amounts called for hereunder, right to plead the statute of
limitations  as  a defense to a demand hereunder to the full extent permitted by
law,  and  all other notices or demands otherwise required by law that Maker may
lawfully  waive.  Maker  expressly  agrees  that  this  Note,  or  any  payment
hereunder,  may  be extended from time to time, without in any way affecting the
liability  of  Maker, co-makers, signers, sureties, endorsers and guarantors and
each  of  them.  No  unilateral  consent or waiver by Lender with respect to any
action  or  failure  to act which, without consent, would constitute a breach of
any  provision  of  this  Note  shall be valid and binding unless in writing and
signed by Lender.  Maker, co-makers, sureties, endorsers and guarantors and each
of  them  are  and shall be jointly and severally, directly and primarily liable
for  the  payment  of  all  sums owing and to be owing hereon, regardless of and
without  any  notice,  diligence,  act  or  omission  as  or with respect to the
collection  of  any amount called for hereunder or in connection with any right,
lien,  interest or property at any and all times had or existing as security for
any  amount  called  for  hereunder.
The  rights and obligations of Maker and all provisions hereof shall be governed
by  and  construed  in  accordance  with  the  laws  of the State of California.
All  agreements between Maker and Lender are hereby expressly limited so that in
no  contingency  or  event  whatsoever,  whether  by  reason  of acceleration of
maturity  of  the  indebtedness  evidenced hereby or otherwise, shall the amount
paid  or  agreed  to be paid to Lender for the use, forebearance or detention of
the  indebtedness  evidenced  hereby  exceed  the  maximum  permissible  under
applicable law.  As used herein, the term "applicable law" shall mean the law in
effect  as  of  the date hereof, provided, however, that in the event there is a
change  in  the law which results in a higher permissible rate of interest, then
this  Note  shall  be  governed  by  such  new  law  as  of  its effective date.
In this regard, it is expressly agreed that it is the intent of Maker and Lender
in  the  execution,  delivery  and acceptance of this Note to contract in strict
compliance with the laws of the State of California from time to time in effect.
If, from any circumstance whatsoever, fulfillment of any provision hereof at the
time  performance of such provision shall be due, shall involve transcending the
limit  of  validity prescribed by law, then the obligation to be fulfilled shall
automatically  be  reduced  to  the  limit  of  such  validity,  and if from any
circumstances  Lender  should  ever  receive  as  interest an amount which would
exceed  the  highest  lawful rate, such amount which would be excessive interest
shall  be applied to the reduction of the principal balance evidenced hereby and
not  to  the  payment  of  interest.  This  provision  shall control every other
provision  of  all  agreements  between  Maker  and  Lender.
     Specifically  and  without  limiting the generality of the foregoing, it is
expressly  provided  that:
     (i)     In  the  event  of payment prior to the normal Maturity Date hereof
resulting from acceleration of maturity of this Note, if the aggregate amount of
interest  and  any  other  compensation taken by Lender for services or expenses
incidental to the making, negotiation or collection of the loan evidenced hereby
would  exceed  the maximum amount of interest which could lawfully be charged on
the  net proceeds of the loan evidenced by this Note from time to time remaining
unpaid  from  the date hereof to the date of final payment thereof, then in such
event  the  amount  of  such  excess  shall  be  credited  toward the payment of
principal  of  this  Note  so  as  to  reduce the amount of the final payment of
principal  due  on  this  Note;  and
(ii)     If under any circumstances the aggregate amount paid on this Note prior
to  and  incident  to final payment hereof include amounts which by the terms of
this  Note  or law are deemed interest and which would exceed the maximum amount
of  interest  which  could  lawfully  have  been  collected  on this Note, Maker
stipulates that such payment and collection will have been and will be deemed to
have  been the result of mathematical error on the part of both Maker and holder
of this Note, and the party receiving such excess payments shall promptly refund
the  amount  of  such excess (to the extent only of such interest payments above
the  maximum  amount which could lawfully have been collected and retained) upon
discovery  of  such  error by the party receiving such payment or notice thereof
from  the  party  making  such  payment.
     Maker  shall  remain  primarily  liable  on  this  Note until full payment,
unaffected  by  any forebearance or extension of time, guaranty or assumption by
others,  or  by  any other matter, as to all of which notice is hereby waived by
Maker.
     IN  WITNESS  WHEREOF, Maker has caused this Note to be executed by its duly
authorized  representative  as  of  the  day  and  year  first  above  written.


EMERITUS  CORPORATION,
a  Washington  corporation


By:     /s/  Raymond R. Brandstrom
Name:   Raymond R. Brandstrom
Title:  CFO