TERM LOAN NOTE
$600,000.00                                                  May  1,  2003
FOR  VALUE  RECEIVED,  the  undersigned,  Emeritus  Corporation,  a  Washington
corporation (the "Maker"), hereby promises to pay to the order of HR ACQUISITION
I CORPORATION, a Maryland corporation, or assigns (the "Payee") at 3310 West End
Avenue,  Suite  400,  Nashville,  Tennessee  37203,  the principal amount of Six
Hundred  Thousand  and NO/100 Dollars ($600,000.00), or so much thereof that has
from  time  to  time  been  advanced, together with interest at a rate per annum
equal  to ten percent (10%).  Interest payable under this Note shall be computed
on  the basis of a 365-day year and actual days elapsed.  All past due principal
shall  bear  interest  from  the date of maturing thereof at a rate equal to the
lesser  of  eighteen  percent  (18%)  per  annum or the maximum rate of interest
permitted  from  time  to  time  by  applicable  law.
As  of  the  date  hereof,  this Note is secured by Leasehold Deeds of Trust and
Leasehold  Mortgages  (individually  and  collectively, the "Mortgage"), of even
date  herewith,  upon  certain  real  estate  and  improvements  located  in
Pennsylvania,  Virginia,  Ohio  and  North  Carolina.
This  Note  will be paid in monthly installments of interest only, commencing on
June  1,  2003 and continuing thereafter on the 1st day of each succeeding month
thereafter with the final installment to be made on April 1, 2013, at which time
this  Note shall mature and all unpaid principal and interest hereunder shall be
due  and  payable  in  full.  Upon  the purchase of any or all of the Facilities
leased  under  that  certain  Lease  by and between Maker and Payee dated May 1,
2003,  Maker shall prepay the Note on a prorata basis (based on the ratio of the
number  of Facilities being purchased by Maker to the total number of Facilities
then  being  leased  by  Maker)  if  Maker  purchases  some, but not all, of the
Facilities then being leased by Maker and shall prepay the Note in full if Maker
purchases  all  of  the  Facilities  then  being  leased  by  Maker.
Except as otherwise expressly provided herein, each maker, surety, endorser, and
guarantor  of  this  Note  hereby  severally  waives demand and presentation for
payment, notice of non-payment, protest and notice of protest, and the diligence
of  bringing suit against any party hereto and consents that time of payment may
be  extended  from  time  to  time without notice thereof to each maker, surety,
endorser  or  guarantor.
All  amounts payable hereunder by the Maker shall be payable to the Payee at the
address set forth above or at such other place as the Payee or the holder hereof
may,  from  time to time, indicate in writing to the Maker, and shall be made by
the Maker in lawful money of the United States by check or in cash at such place
of  payment.
If  any  payment  required  to  be  made  hereunder becomes due and payable on a
non-business day, the maturity thereof shall extend to the next business day and
interest  shall be payable at the rate applicable thereto during such extension.
The  term  "business day" shall mean a calendar day excluding Saturdays, Sundays
or  other  days  on  which  banks  in  the  State  of  Tennessee are required or
authorized  to  remain  closed.
If  this Note is placed in the hands of an attorney for collection, Maker agrees
to  pay  reasonable  attorneys'  fees  and  costs  and  expenses  of collection,
including  but  not  limited  to  court  costs.
Upon  the  failure  of  prompt and timely payment when due of any installment of
principal  or  interest under this Note, such failure continuing for thirty (30)
calendar  days  after notice thereof from Payee to Maker, then the Payee, at its
option,  may declare the entire unpaid balance of principal and accrued interest
hereunder  to  be  immediately  due and payable.  Time is of the essence of this
Note  and  the  performance  of  each  of the covenants and agreements contained
herein.
This  Note shall be governed by and construed in accordance with the laws of the
State  of  Washington  and  applicable  laws of the United States.  MAKER HEREBY
CONSENTS  TO  THE  JURISDICTION  OF  ANY  STATE  OR FEDERAL COURT LOCATED WITHIN
DAVIDSON  COUNTY,  TENNESSEE  AND  IRREVOCABLY  AGREES  THAT, SUBJECT TO PAYEE'S
ELECTION,  ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR
THE  OTHER  LOAN  DOCUMENTS  SHALL BE LITIGATED IN SUCH COURTS.  MAKER EXPRESSLY
SUBMITS  AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY
DEFENSE  OF  FORUM  NON CONVENIENS.  MAKER HEREBY WAIVES PERSONAL SERVICE OF ANY
AND  ALL  PROCESS  AND  AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON
MAKER  BY  CERTIFIED  OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO
MAKER,  AT  THE  ADDRESS  SET  FORTH  IN  THIS NOTE AND SERVICE SO MADE SHALL BE
COMPLETE  TEN  (10)  DAYS  AFTER  THE  SAME  HAS  BEEN  POSTED.
TO THE EXTENT PERMITTED BY LAW, MAKER, AND PAYEE BY ITS ACCEPTANCE OF THIS NOTE,
HEREBY  WAIVE  THEIR  RESPECTIVE  RIGHTS  TO  A  TRIAL  BY JURY IN ANY ACTION OR
PROCEEDING  BASED  UPON,  OR RELATED TO, THE SUBJECT MATTER OF THIS NOTE AND THE
BUSINESS  RELATIONSHIP  THAT  IS  BEING  ESTABLISHED.  THIS WAIVER IS KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY MADE BY MAKER AND BY PAYEE, AND MAKER ACKNOWLEDGES
THAT  NEITHER  PAYEE  NOR  ANY  PERSON  ACTING  ON  BEHALF OF PAYEE HAS MADE ANY
REPRESENTATIONS  OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY
ACTIONS  WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  MAKER AND PAYEE FURTHER
ACKNOWLEDGE  THAT  THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE
REPRESENTED)  IN  THE  SIGNING  OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT  LEGAL  COUNSEL.
In no contingency or event whatsoever shall the amount paid or agreed to be paid
by Maker, received by Payee, or requested or demanded to be paid by Maker exceed
the maximum amount permitted by applicable law.  In the event any such sums paid
to  Payee  by Maker would exceed the maximum amount permitted by applicable law,
Payee  shall  automatically  apply such excess to the unpaid principal amount of
this  Note  or, if the amount of such excess exceeds the unpaid principal amount
of  this Note, such excess automatically shall be applied by Payee to the unpaid
principal  amount  of  other indebtedness, if any, owed by Maker to Payee, or if
there  be  no  such other indebtedness, such excess shall be paid to Maker.  All
sums  paid  or  agreed  to  be paid by Maker, received by Payee, or requested or
demanded  to  be paid by Maker which are or hereafter may be construed to be, or
in  respect  of,  compensation  for  the use, forbearance, or detention of money
shall, to the extent permitted by applicable law, be amortized, prorated, spread
and allocated throughout the full term of all indebtedness of Maker to Payee, to
the  end  that the actual rate of interest hereon shall never exceed the maximum
rate  of  interest  permitted  from  time  to  time  by  applicable  law.
ORAL  AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM  ENFORCING  REPAYMENT  OF  A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
The  privilege  is  reserved and given to make payments on the principal of this
Note on the due date of any installment prior to maturity without the payment of
a  penalty  or  premium,  provided  that  not  less than twenty (20) days' prior
written  notice  of intent to prepay is given to the Holder hereof.  Any partial
prepayment  of  principal  shall,  however, not have the effect of suspending or
deferring  the monthly principal payments herein provided for but the same shall
continue  to  be due and payable on each due date subsequent to any such partial
prepayment  of  the  principal,  and shall operate to effect full payment of the
principal  at  an  early  date.
ENTERED  INTO  AT  Seattle,  Washington on the day and year first above written.
Emeritus  Corporation


By:     /s/  Raymond  R.  Brandstrom
        ----------------------------
     Raymond  R.  Brandstrom
     -----------------------
Its:     Chief  Financial  Officer
         -------------------------