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

                         ASSIGNMENT OF LEASES AND RENTS

     This  ASSIGNMENT OF LEASES AND RENTS ("ASSIGNMENT") is made as of this 21st
day of August, 2002 by EMERITUS PROPERTIES XIV, LLC, a Washington limited, whose
address  is  3131  Elliott  Avenue,  Suite  500,  Seattle,  Washington  98121
("ASSIGNOR"),  to  HELLER  HEALTHCARE  FINANCE,  INC.,  a  Delaware  corporation
("ASSIGNEE")  whose  address  is  2  Wisconsin  Circle,  Suite 400, Chevy Chase,
Maryland  20815.
1.     DEFINITIONS.
       -----------
     "SCHEDULE":  The  Schedule  of  Leases  separately  delivered  to  Assignee
listing  all present leases, subleases, tenancies and occupants of the Property.
"PROPERTY":  The  real  estate  described in Exhibit A attached hereto, together
                                             ---------
with  all  improvements  thereon.
"LEASES":  All  of  the  agreements affecting the use, enjoyment or occupancy of
the  Property,  including  patient  and  residential care agreements, leases and
other  occupancy  agreements,  and  all  guaranties,  amendments, extensions and
renewals  thereof  for  all  or  any  part  of  the  Property.
"LOAN AGREEMENT":  The Loan Agreement of even date herewith between Assignor and
Assignee.
"LOAN  DOCUMENTS":  The  "Loan  Documents"  as  defined  in  the Loan Agreement.
"RENTS":  All  of  the  rents,  income, receipts, revenues, issues, and profits,
prepayments  of  the  same  including,  without  limitation,  lease termination,
cancellation  or  similar  fees  now  due  or  which  may become due or to which
Assignor  may  now  or shall hereafter become entitled or which it may demand or
claim  and  arising  directly  or  indirectly  from  the Leases or the Property.
"TENANT(S)":  Any  present  or  future  tenant,  subtenant  or  occupant  of the
Property.
"MORTGAGE":  The  Real  Property  Mortgage  with  Power  of  Sale  and  Security
Agreement  of  even  date  herewith  which  encumbers  the  Property.
All  other capitalized terms used herein, unless otherwise specified, shall have
the  same  meaning  ascribed  to  them  in  the  Loan  Agreement.
2.     ASSIGNMENT.  Assignor,  for  good and valuable consideration, the receipt
       ----------
of  which  is  hereby acknowledged, does hereby assign, convey, and deliver unto
Assignee:
(a)     All  of  Assignor's  right,  title  and  interest  in all of the Leases;
(b)     The  immediate  and  continuing  right to collect and receive all of the
Rents;
(c)     Any  and all rights and claims of any kind that Assignor may have now or
in  the  future  against  any  Tenant.
     To  have  and  to  hold the same unto Assignee, its successors and assigns,
until  termination  of  this  Assignment  as  hereinafter  provided.
3.     ABSOLUTE ASSIGNMENT.  All of the Rents and all proceeds payable under any
       -------------------
     policy  of  insurance covering loss of rents resulting from untenantability
caused  by  damage to any part of the Property, together with any and all rights
that Assignor may have against any Tenant under such Leases or any subtenants or
occupants  of  any part of the Property and any award made hereafter to Assignor
in  any  court  proceeding  involving  any  of the Tenants or in any bankruptcy,
insolvency, or reorganization proceedings in any state or federal court, and all
payments  by  Tenants in lieu of Rent, are hereby absolutely and unconditionally
assigned  to Assignee, to be applied by Assignee in payment of the Indebtedness.
Assignor  hereby  further  assigns to Assignee the Leases.  It is understood and
agreed  by the parties that this assignment is intended to be and is an absolute
assignment  from  Assignor to Assignee, and not merely the passing of a security
interest;  provided, however, that prior to the occurrence and continuance of an
Event of Default, Assignor shall have a license, without joinder of Assignee, to
enforce  the  Leases  subject  to  the terms of the Mortgage, and to collect the
Rents  and  insurance proceeds and payments in lieu of Rents described herein as
they  come  due  (but not more than one (1) month in advance) and to retain, use
and  enjoy  the  same.  Assignor  shall,  upon  request  of  Assignee,  execute
confirmatory  assignments  of  any  specific  Leases  affecting  any part of the
Property  prior  to  or  at  any  time  there  is  not  an  Event  of  Default.
     Upon  the  occurrence  and  during the continuance of any Event of Default,
Assignee  may,  at  any  time without notice, either in person, by agent or by a
receiver  appointed  by  a  court,  and  without  regard  to the adequacy of any
security  for the Indebtedness and the Obligations (as defined in the Mortgage),
enter  upon and take possession of the Property, or any part thereof, in its own
name  sue  for  or  otherwise  collect  the  Rents, including those past due and
unpaid, and apply the same, less costs and expenses of operation and collection,
including reasonable attorney's fees, upon the Indebtedness and in such order as
Assignee  may  so  determine.  The collection of Rents, or the entering upon and
taking  possession  of  the  Property,  or the application thereof as aforesaid,
shall  not  cure  or waive any Event of Default or notice of an Event of Default
hereunder  or  invalidate  any  act done in response to such Event of Default or
pursuant  to  such  notice  of  an  Event  of  Default.
In  the  event  Assignor,  as lessor under the Leases, shall fail to perform and
fulfill  any  term,  covenant,  condition, or provision in the Leases, or any of
them, on its part to be performed or fulfilled, at the time and in the manner in
the  Leases  provided,  or  if  the Assignor shall suffer or permit to occur any
breach  or default under the provisions of this Assignment of the Leases, or any
of  them,  and  such  default  shall  continue  for a period of thirty (30) days
following  the giving of written notice of such default to Assignor, then and in
any  such  event,  such  breach or default shall constitute an Event of Default.
Assignor  further agrees that Assignee may enforce this Assignment without first
resorting  to  or  exhausting  any security or collateral for the Loan; however,
nothing  herein contained shall prevent Assignee from exercising any other right
under  any  of  the  Loan  Documents.
4.     POWER  OF  ATTORNEY.  Assignor  hereby  irrevocably appoints Assignee its
       -------------------
true  and lawful attorney-in-fact (coupled with an interest), with full power of
substitution and with full power for Assignee in its own name and capacity or in
     the  name  and capacity of Assignor to demand and collect any and all Rents
and  to  file  any  claim  or  take  any other action or proceeding and make any
settlement  regarding  the  Leases  in  the  event  Assignor fails to do so upon
request  or  at  any  time after and during the continuance of Event of Default.
From  and  after notice from Assignee to do so, all Tenants are hereby expressly
authorized  and  directed to pay to Assignee, or to such nominee as Assignee may
designate  in  a  writing  delivered  to  such Tenants, all amounts due Assignor
pursuant  to  the  Leases.  All  Tenants  are  expressly  relieved  of all duty,
liability  or  obligation  to  Assignor  in  respect  of all payments so made to
Assignee  or  such  nominee.
5.     CONSIDERATION.  This  Assignment  is made for and in consideration of the
       -------------
Loan  made  by Assignee to Assignor as set forth in the Loan Documents and other
good  and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged.
6.     INDEMNITY.  Assignor  hereby  agrees  to  indemnify  Assignee and to hold
       ---------
Assignee  harmless  from  any  liability,  loss  or  damage  including,  without
limitation, reasonable attorneys' fees, costs and expenses which may or might be
incurred  by Assignee under the Leases or by reason of this Assignment, and from
any  and all claims and demands which may be asserted against Assignee by reason
of  any  term,  covenant or agreement contained in any of the Leases, except for
any  such  liability,  loss  or  damage  resulting  solely from Assignee's gross
negligence  or  willful  misconduct.
     Any provision in this Assignment by which one party agrees to indemnify the
other (the "INDEMNITEE"), or the agents and employees of the Indemnitee, against
liability, claims, damages, losses or expenses, including attorney fees, arising
out  of  bodily  injury to persons or damage to property caused by, or resulting
from, in whole or in part, the negligence, act or omission of the Indemnitee, or
the  agents  or  employees  of  the  Indemnitee,  or  any legal entity for whose
negligence,  acts  or  omission  any  of them may be liable, shall not extend to
liability, claims, damages, losses or expenses, including attorney fees, arising
out  of:
(a)     The  preparation  or  approval  of  maps,  drawings,  opinions, reports,
surveys,  change  orders,  designs  or  specifications by the Indemnitee, or the
agents  or  employees  of  the  Indemnitee;  or
(b)     The  giving  of or the failure to give directions or instructions by the
Indemnitee,  or  the agents or employees of the Indemnitee, which such giving of
or  failure  to  give  directions or instructions is the primary cause of bodily
injury  to  persons  or  damage  to  property.
7.     PERFORMANCE  OF  LEASE COVENANTS.  In the event Assignor fails to perform
       --------------------------------
any  Lease  covenant, Assignee may, at its option, upon prior notice to Assignor
(except  in  the  event  of  an emergency) perform any Lease covenant for and on
behalf  of  Assignor, and all monies expended in so doing shall be chargeable to
Assignor and added to the outstanding principal balance and shall be immediately
     due  and  payable.
8.     REPRESENTATIONS  AND  WARRANTIES.  Assignor  represents  and warrants and
       --------------------------------
shall  be  deemed to reaffirm the same upon each disbursement of the proceeds of
the  Loan  by Assignee to Assignor or any other Borrower (as defined in the Loan
Agreement):
(a)     The  Leases  set  forth on the Schedule are in full force and effect and
have  not  been  modified;
(b)     There are no defaults, defenses or setoffs of either landlord or, to the
best  of  Assignor's  knowledge,  tenant  under  the  Leases nor, to the best of
Assignor's  knowledge,  is  there  any  fact which, with the giving of notice or
lapse  of  time  or  both,  would  constitute  a  default  under  the  Leases;
(c)     The  sole  ownership  of the entire landlord's interest in the Leases is
vested  in  Assignor  and  the  Leases are not, as of the date hereof, otherwise
assigned  or  pledged;
(d)     Except  as  otherwise previously disclosed in writing to lender, (i) all
Rents due to date have been collected, (ii) no Rent has been collected more than
one  (1)  month  in  advance,  and  (iii)  no  Tenant  has been granted any Rent
concession  or  inducement  whatsoever other than as set forth in Exhibit B; and
                                                                  ---------
(e)     There  are  no  leases  of  the  Property  not  listed  on the Schedule.
9.     COVENANTS  AND  AGREEMENTS.  Assignor  hereby  covenants  and  agrees  as
       --------------------------
follows:
(a)     Assignor shall not permit any Rent under any Lease of the Property to be
     collected  more  than  one  (1)  month  in advance of the due date thereof.
(b)     Assignor  shall  act  in a commercially reasonable manner to enforce all
available  remedies against any delinquent Tenant to protect the interest of the
landlord  under  the  Leases  and  to  preserve  the  value  of  the  Property.
(c)     Assignor  shall  comply with and perform in a complete and timely manner
all of its obligations as landlord under all Leases.  Assignor shall give notice
to  Assignee  of  any default by Assignor under any Lease or by any Tenant under
any non-residential Lease in such time to afford Assignee an opportunity to cure
any  such  default  prior to the Tenant having any right to terminate the Lease.
Assignor  shall  also  provide  Assignee  with  notice of the commencement of an
action  of  ejectment or any summary proceedings for dispossession of the Tenant
under  any  of  the  non-residential  Leases.
(d)     Within  five  (5) business days of each request therefor, Assignor shall
furnish  promptly  to  Assignee  a  certified  rent  roll  and  copies  of  all
non-residential  Leases  now  existing or hereafter created.  From and after and
during  the continuance of an Event of Default, Assignee shall have the right to
notify any Tenant at any time and from time to time of any provision of the Loan
Documents.
(e)     At  Assignee's  request,  Assignor  shall  cause  the  Tenant  under any
non-residential  Lease, other than a Qualified Non-Residential Lease, to execute
a  subordination  and  attornment  agreement  in  form  and substance reasonably
satisfactory to Assignee.  Assignor shall not enter into, amend or terminate any
Leases  except  in  compliance  with  the  Loan  Agreement  and  the  Mortgage.
(f)     Assignor  shall  not  without the prior written consent of Assignee: (i)
perform  any  act or execute any other instrument which might interfere with the
exercise  of Assignee's rights hereunder; (ii) execute any assignment, pledge or
hypothecation  of  Rents or any of the Leases; (iii) suffer or permit any of the
Leases  to  become  subordinate to any lien other than the lien of the Mortgage.
(g)     This  Assignment  transfers  to Assignee all of Assignor's right, title,
and  interest  in  any  security deposits, provided that Assignor shall have the
right  to  retain  the  security deposit so long as there is no Event of Default
outstanding under this Assignment or the Loan Documents.  Assignee shall have no
obligation  to  any Tenant with respect to its security deposit unless and until
Assignee  comes  into  possession  and  control  of  the  deposit.
(h)     Assignor  shall  use reasonable efforts to deliver to Assignee, promptly
upon  request,  a  duly  executed  estoppel certificate from any non-residential
Tenant  in  form  and  content  satisfactory  to  Assignee.
(i)     Assignee  may assign its right, title and interest in the Leases and any
subsequent assignee shall have all of the rights and powers provided to Assignee
by  this  Assignment.
10.     NO  OBLIGATION.  This  Assignment  shall  not  be  deemed to impose upon
        --------------
Assignee  any  of the obligations or duties of the landlord or Assignor provided
in any Lease.  Assignor hereby acknowledges and agrees: (i) Assignor is and will
     remain liable under the Leases to the same extent as though this Assignment
had  not  been made; and (ii) Assignee has not by this Assignment assumed any of
the  obligations  of  Assignor  under  the Leases, except as to such obligations
which  arise  after  such  time as Assignee shall have assumed full ownership or
control  of  the  Property.  This Assignment shall not make Assignee responsible
for  the  control,  care,  management, or repair of the Property or any personal
property  or  for  the carrying out of any of the terms of the Leases unless and
until  Assignee  takes possession of the Property.  Assignee shall not be liable
in  any  way  for  any  injury  or damage to person or property sustained by any
person  or  persons,  firm, or corporation in or about the Property absent gross
negligence  or  willful  misconduct  by  Assignee.
11.     TENANT BANKRUPTCY.  In the event any Tenant should be the subject of any
        -----------------
proceeding  under  the  Federal  Bankruptcy Code or any other federal, state, or
local  statute  which  provides for the possible termination or rejection of any
Lease,  Assignor  covenants  and  agrees no settlement for damages shall be made
without  the  prior  written  consent  of  Assignee,  which consent shall not be
unreasonably  withheld  or  delayed,  and  any  check  in payment of damages for
rejection  of  any  Lease  will  be  made payable both to Assignor and Assignee.
Assignor  hereby  assigns any such payment to Assignee and further covenants and
agrees  that  it  will  duly  endorse  to  the order of Assignee any such check.
12.     EVENTS  OF  DEFAULT.  The occurrence of any one or more of the following
        -------------------
events  shall  constitute  an  "EVENT  OF  DEFAULT"  under  this  Assignment:
(a)     failure of Assignor to pay, within ten (10) days of the due date, any of
     the  Indebtedness,  including  any  payment  due  under  the  Notes;  or
(b)     failure  of  Assignor  to  strictly comply with Sections 9(a) and (f) of
                                                        -------------     ---
this  Assignment;  or
(c)     breach  of  any  covenant  (other  than  those  covenants  set  forth in
subsection  (b)  above), representation or warranty set forth in this Assignment
        -------
which  is  not cured within thirty (30) days after notice; provided, however, if
such  breach cannot by its nature be cured within thirty (30) days, and Assignor
diligently pursues the curing thereof (and then in all events cures such failure
within sixty (60) days after the original notice thereof), Assignor shall not be
in  default  hereunder;  or
(d)     the  occurrence  of  an Event of Default under any other Loan Documents.
13.     REMEDIES.  Upon  the  occurrence  of  an Event of Default, then, without
        --------
notice  to,  or the consent of, Assignor, Assignee shall be entitled to exercise
all  of  the  rights  and  remedies contained in this Assignment or in any other
Loan  Document  or  otherwise  available  at law or in equity including, without
limitation,  the  right  to  do  any  one  or  more  of  the  following:
(a)     To  enter  upon,  take  possession  of  and  manage the Property for the
purpose  of  collecting  the  Rents;
(b)     Dispossess by the usual summary proceedings any Tenant defaulting in the
payment  thereof  to  Assignor;
(c)     Lease  the  Property  or  any  part  thereof;
(d)     Repair,  restore,  and  improve  the  Property;
(e)     Apply  the  Rent  after  payment  of  Property expenses as determined by
Assignee  to  the  indebtedness  and  the obligations secured by any of the Loan
Documents  in  such  order  as  Assignee  may  determine;  and
(f)     Apply to any court of competent jurisdiction for specific performance of
this  Assignment,  an  injunction  against  the  violation  hereof  and/or  the
appointment  of  a  receiver.
14.     NO  WAIVER.  Neither the exercise of any rights under this Assignment by
        ----------
Assignee  nor the application of any Rents to payment of Assignor's indebtedness
under  the  Loan  Documents shall cure or waive any Event of Default thereunder.
Failure  of  Assignee to avail itself of any of the terms of this Assignment for
any  period  of  time  or  for  any  reason shall not constitute a waiver of the
Assignment.
15.     OTHER  DOCUMENTS.  This  Assignment  is intended to be supplementary to,
        ----------------
not  in substitution for, or in derogation of, any assignment of rents contained
in  the  Mortgage  or  in  any  of  the  Loan  Documents.
16.     NOTICES.  Any  notice or other communication required or permitted to be
        -------
given  shall be in writing addressed to the respective party as set forth in the
Loan  Agreement.
17.     GOVERNING  LAW;  SEVERABILITY.  This Assignment 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 Property is
located  shall  be applicable to the creation, perfection and enforcement of the
lien created by this Assignment.  The invalidity, illegality or unenforceability
of  any  provision  of  this Assignment shall not affect or impair the validity,
legality  or enforceability of the remainder of this Assignment, and to this end
the  provisions  of  this  Assignment  are  declared  to  be  severable.

<PAGE>
IN WITNESS WHEREOF, Assignor has executed this Assignment or has caused the same
to  be  executed by its duly authorized representatives as of the date first set
forth  above.

     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>

                                       A-2

                                       A-1
                                    EXHIBIT A

                              PROPERTY DESCRIPTION
Record  Owner:     Emeritus  Properties XIV, LLC, a Washington limited liability
company

Legal  Description:




<PAGE>

                                    EXHIBIT B

                          LEASE CONCESSIONS/DEVIATIONS
                                      None