WAIVER, CONSENT AND AMENDMENT TO
                        --------------------------------
                              MANAGEMENT AGREEMENT
                              --------------------


     This  Waiver,  Consent  and  Amendment  to  Management  Agreement  (this
"Agreement")  is  made this 1st day of May 2002 by and among Emeritus Management
LLC,  a  Washington  limited  liability  company  ("Emeritus Manager"), Emeritus
Corporation, a Washington Corporation ("Emeritus" together with Emeritus Manager
collectively referred to herein as "Manager"), the entities set forth in Exhibit
A attached hereto and made a part hereof by reference (the "Facility Entities"),
and  AL  Investors  LLC, a Delaware limited liability company, for itself and as
sole  managing  member or sole managing member of the general partner of each of
the  Facility  Entities  ("AL Investors").  AL Investors and the Facility Entity
which  owns  the  Facility  are  sometimes  collectively  referred  to herein as
"Owner."

                                    Recitals
                                    --------

     A.     Emeritus  Manager,  Emeritus, Emeritus Management I LP, a Washington
limited  partnership,  the Owners, ESC I, L.P., a Washington limited partnership
("ESC"),  and  Emeritus  Properties  I,  Inc.,  a Washington corporation ("EPI")
entered  into  that  certain Management Agreement with Option to Purchase, dated
December  30,  1998,  as  amended by First Amendment dated March 22, 2001 and by
Second  Amendment  dated January 1, 2002, pursuant to which, among other things,
Owners  engaged  the Manager to manage certain Facilities described therein (the
"Management Agreement").  Pursuant to the terms of the Management Agreement, ESC
and  EPI  have  ceased  to  be  Managers  under  the  Management  Agreement.

     B.     Pursuant to the Management Agreement, Manager is the manager of that
certain  Facility  commonly  known  as  Laurel Place, 363 E. Gilbert Street, San
Bernardino,  CA  92404  (the  "Facility").

     C.     Manager  desires  to  enter  into a Submanagement Agreement with JPH
Management,  Inc.,  a  California  corporation ("JPH"), pursuant to which, among
other  things, JPH would manage and operate the Facility and Manager would grant
JPH  an  option  to  purchase  the  Facility  (the  "Submanagement  Agreement").

     D.     Manager  further  desires to enter into an Accounting and Consulting
Agreement  with  JPH  pursuant to which JPH would provide certain accounting and
consulting  services  to  the  Facility  pending commencement of the term of the
Submanagement  Agreement  (the  "Accounting  Agreement").

     E.      Subject  to  the  terms  of  this  Agreement, Owners have agreed to
consent  to  the  execution  of  the  Submanagement Agreement and the Accounting
Agreement  and  to  the  rights  granted  to  JPH thereunder, and to consent and
acknowledge that JPH may be a designee of Emeritus pursuant to Section 13 of the
Management  Agreement  for  purposes of taking title to the Facility as provided
herein.

     NOW,  THEREFORE, in consideration of Ten and No/100 Dollars, the agreements
contained  herein,  and  other  good and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereby agree as
follows:

Article  1
                       Definitions and General Conditions
                       ----------------------------------

1.1     Definitions.  All  capitalized  terms not otherwise defined herein shall
        -----------
have  the  meaning  given  them  in  the  Management  Agreement.

1.2     Continued  Liability.  Nothing  in  this Agreement shall be construed to
        --------------------
modify or waive the obligations or liability of the Manager under the Management
     Agreement  except  as  expressly  set  forth  in  this  Agreement.  Without
limiting  the  generality  of the foregoing, Manager shall continue to be liable
for  performing or causing to be performed all of the obligations and agreements
set  forth  in the Management Agreement with respect to the Facility except only
as  expressly  set  forth  herein  notwithstanding  that  Manager has elected to
subcontract such management to JPH.  The waivers, consents and amendments to the
Management  Agreement  contained  herein shall be construed to apply only to the
Facility and shall not amend or alter Manager's obligations and responsibilities
with  respect  to  the  management  and  operation  of the remaining Facilities.
Nothing  in this Agreement shall modify or waive the liability of Emeritus under
the  Emeritus  Guaranty  or  the  liability  of  Baty under the Put and Purchase
Agreement.

1.3     Conditions.     Owners'  consent,  waivers,  and  agreements  contained
        ----------
herein  shall  continue  only so long as (i) the Submanagement Agreement between
Manager and JPH is in effect, (ii) all guaranteed returns and other fees due and
     payable  to  Manager  under the Submanagement Agreement, defined therein as
'Emeritus'  Return"  ("Emeritus  Return"),  have  been  paid in full in a timely
manner  to  Emeritus,  (iii)  the  Facility  is  operated in accordance with the
standards  set  forth  in  the  Management  Agreement  and  (iv)  Owner  has not
terminated  the  Management  Agreement  with respect to the Facility pursuant to
Section  9.7  of  the Management Agreement (collectively, the "Conditions").  In
the  event of a failure of any of the Conditions which continues for thirty (30)
days after written notice to Manager, this Agreement may be rescinded at Owners'
option  after  such thirty (30) days prior written notice to Manager and Manager
shall then resume the management of the Facility in accordance with the terms of
the  Management  Agreement  and  JPH  shall  have  no  further  rights under the
Submanagement  Agreement,  including,  but  not  limited to, with respect to the
purchase  of  the  Facility.

1.4     Consent  of  Lenders.  This Agreement shall be subject to the consent of
        --------------------
the  lenders  under  the  Mortgage  as  set  forth at the end of this Agreement.

1.5     Subordination.  This  Agreement is and at all times shall continue to be
        -------------
absolutely  and  unconditionally  subject  and  subordinate  to  the  Management
Agreement,  the Emeritus Guaranty, the Mortgage, the Put and Purchase Agreement,
and  to  any  renewals,  extensions,  modifications  or  replacements  thereof.

     1.6     No  Third  Party Beneficiary.  All the terms and conditions of this
             ----------------------------
Agreement  are agreements by and between Manager and Owners.  No other person or
entity,  including,  without  limitation,  JPH  is  intended to be a third party
beneficiary  hereunder.  Manager  hereby  agrees  to  indemnify, defend and hold
Owners,  the  holders  of  the  Senior  Loan, and the holders of the Junior Loan
harmless from and against any and claims made against Owners, the holders of the
Senior  Loan  or the holders of the Junior Loan by JPH arising out of or related
to  this  Agreement or arising out of or related to the Submanagement Agreement,
except any such claims arising out of the gross negligence or willful misconduct
of  any  of  the  Owners.

Article  2
                               Consent and Waivers
                               -------------------

2.1     Consent  to  Transfer  of  Management.  Owners  hereby  consent  to  the
        -------------------------------------
engaging  of  JPH  to provide certain accounting and consulting services pending
commencement  of  the  Submanagement  Agreement and to the subcontracting of the
management  and  operation  of  the  Facility  by the Manager to JPH, including,
without  limitation,  Manager's  obligations and responsibilities under Sections
3.3  and  3.4  of  the Management Agreement, agree that Manager's entry into the
Accounting  Agreement  and  the Submanagement Agreement with JPH with respect to
the  Facility will not constitute a default under the Management Agreement, and,
so  long  as the Conditions remain satisfied, waive as to the Facility Manager's
obligations  contained  in  Subsection  3.2.3  (regarding compliance with Annual
Plan),  Subsection  3.2.4  (regarding  Group Services requirements), Section 8.1
(regarding  establishment  of  bank  accounts)  and  Section  8.2  (regarding
expenditures).

2.2     Waiver  of  Approval.  Owners  hereby  waive  their right to approve the
        --------------------
Annual  Plan  with  respect  to the Facility, provided that Manager shall assure
that  the  Annual  Plan  is:

          (a)     consistent  with  the  standards  set  forth in the Management
Agreement;

          (b)     consistent  with Manager's obligations to operate the Facility
in  an  efficient  manner  which is customary and commercially reasonable in the
industry  for  comparable  facilities;

          (c)     in  compliance  with  the  terms  of  any  Mortgage;  and

          (d)     in  compliance  with  all  Legal  Requirements  and  Insurance
Requirements.

     2.3.     Waiver/Modification  of Insurance Requirements.  As described more
              ----------------------------------------------
fully  in  Exhibit  B,  Owners  hereby  waive, and/or agree to modifications of,
certain of the insurance requirements set forth in Section 5.5 of the Management
Agreement.

Article  3
                       Amendments to Management Agreement
                       ----------------------------------

     3.1.     Financial  Calculations.  Pursuant to the Accounting Agreement and
              -----------------------
the  Submanagement  Agreement, JPH will retain all revenues and pay all expenses
related  to  the  Facility,  other  than  the allocable debt service paid to the
holder  of  the  Senior Loan or paid or payable to the holder of the Junior Loan
for  which  Emeritus shall remain responsible (the "Facility Debt Service"), and
will  pay  the  Emeritus Return as defined herein on a monthly basis to Emeritus
which  shall  be used by Emeritus to fulfill its obligations hereunder and under
the  Accounting  Agreement  and  the Submanagement Agreement with respect to the
payment  of  the  Facility  Debt Service. It is the intent of the parties hereto
that during the term of this Agreement the amount of the Emeritus Return paid by
JPH  will  be  substituted  under the Management Agreement in the calculation of
Operating  Profit and Operating Deficit with respect to the Facility as follows:

          (a)     "Total  Revenues"  shall exclude all revenue from the Facility
other  than  the  Emeritus  Return  or  any other guaranteed return or other net
income  paid  to  Manager  in connection with the operation of the Facility; and

          (b)     "Operating  Expenses"  and  "Fixed  Operating  Expenses" shall
exclude  any  expenses  attributable  to  the  Facility  during the term of this
Agreement  other  than  the  Facility  Debt  Service.

Article  4
                         Option to Purchase the Facility
                         -------------------------------

     It  is the intention of the parties to this Agreement that if JPH elects to
purchase  the  Facility  pursuant  to  the terms of the Submanagement Agreement,
Manager  if  then  entitled  to do so may exercise the option set forth below to
purchase  the  Facility  from  Owners  separate  and  apart  from  the remaining
Facilities.  In  such event, Manager will then be able to cause the Owner of the
Facility  to  transfer  the  Facility  to  JPH  as the designee of Manager under
Section  13 of the Management Agreement.  It is further intended that the option
set  forth  below shall not replace the Purchase Option, but is only intended to
provide an option to purchase the Facility, whether or not Manager exercises the
Purchase  Option.  Manager's  option  to  purchase the Facility pursuant to this
Article  4  shall  be governed by the provisions of Section 13 of the Management
Agreement,  which  is  hereby incorporated by reference, except as otherwise set
forth  below.

4.1     Definitions.     For  purposes of this Article 4, "Meditrust Facilities"
        -----------
and  the  "Facilities"  as  used  in  Section 13 shall be deemed to refer to the
Facility,  "Emeritus" shall be deemed to refer to the Manager, and the "Purchase
Option"  shall  be  deemed  to  refer to the "Laurel Option" (as defined below).

4.2     Conditions  to  Option.  Manager  shall  have  an option to purchase the
        ----------------------
Facility  on  the  same terms and conditions as contained in Section 13.1 of the
Management  Agreement,  except  that:

4.2.1     Manager  shall  have  the  right to purchase the Facility separate and
apart  from  any  purchase  of  the  Meditrust Facilities (the "Laurel Option").

4.2.2     The  Facility  may  be  partially released from the lien of the Senior
Loan  if  the  holder  of the Senior Loan consents to such release.  Manager and
Owner  understand that JPH shall not have the right to assume the Senior Loan or
any  part  thereof.

4.3     Exercise  of Laurel Option; Deposit.  The Laurel Option may be exercised
        -----------------------------------
under  the  same  terms  and  conditions  as  contained  in  Section 13.2 of the
Management  Agreement,  except that (a) Manager shall be required to provide the
Purchase  Option Notice on or before March 31, 2003 instead of 180 days prior to
the  Purchase  Option  Expiration  Date, and (b) the Deposit shall be the sum of
$100,000,  which  will  be applied against the Laurel Purchase Price (as defined
below)  at  closing.

4.4     Earnest  Money  Credit.  The  Deposit required under Section 13.2 of the
        ----------------------
Management Agreement for any future exercise of the Purchase Option with respect
     to  the  remaining  Facilities  shall  not  be  reduced  or affected by the
transaction  provided  for  herein.

4.5     Purchase  Price.  The Purchase Price for the acquisition of the Facility
        ---------------
shall be paid in accordance with Section 13.4 and Section 13.5 of the Management
     Agreement,  except that the Purchase Price as defined in Section 13.4 shall
be  the aggregate amount defined as the "Purchase Price" in Exhibit C of the Put
and  Purchase  Agreement as if the Facility was a Put Facility under the Put and
Purchase  Agreement (the "Laurel Purchase Price").  To the extent (i) the Laurel
Purchase  Price  is  greater  than  the  amount  paid  to Manager by JPH for the
purchase of the Facility and (ii) Manager has exercised the Purchase Option with
respect  to  the  remaining  Facilities  at  the  time that the Laurel Option is
exercised  or at any time prior to the Purchase Option Expiration Date, it shall
be the sole responsibility of Manager to pay any remaining balance of the Laurel
Purchase Price it being understood and agreed that in the event Manager does not
exercise the Purchase Option with respect to the remaining Facilities then Owner
shall  accept  the  Laurel  Purchase  Price as payment in full for the Facility.

4.6     Closing.  If  the Laurel Option is exercised pursuant to this Agreement,
        -------
the  closing  shall  occur  in  accordance  with  Section 13.6 of the Management
Agreement,  except  that  the  closing shall occur at 12:00 noon (P.S.T.) on the
business  day  specified  in the Purchase Option Notice, but not earlier than 45
days after the delivery of the Purchase Option Notice or later than the Purchase
     Option  Expiration  Date.

4.7     Incorporation of Terms.  The conveyance and condition of the Facility at
        ----------------------
     closing shall be governed by Section 13.3, Section 13.7 and Section 13.8 of
the  Management  Agreement.

4.8     Manager's  Default.  A default under this Article 4 shall be governed by
        ------------------
Section  13.9  of  the Management Agreement; provided, however, that (i) if such
default  is  not due to the acts or omissions of JPH, JPH shall be entitled to a
return of the Deposit, (ii) regardless of such default or the entity responsible
     therefor,  the  Right  of  First Refusal shall not be deemed terminated and
shall  remain  in  full  force and effect and (iii) Owner shall have no right to
terminate  the  Management  Agreement  as  a  result  of  such  default.

4.9     Subsequent  Exercise  of  Purchase  Option.  In  the event that Emeritus
        ------------------------------------------
elects  to exercise the Purchase Option with respect to the Meditrust Facilities
prior  to  the closing of the purchase and sale of the Facility pursuant to this
Agreement,  the Facility shall be automatically deemed to be included as part of
the  Meditrust  Facilities unless and until the occurrence of the closing of the
purchase  and  sale  of the Facility pursuant to this Agreement. Thereafter, the
Facility  shall  be  automatically  excluded  from  the  Management  Agreement,
including,  without  limitation,  the  definitions  of  "Facilities", "Meditrust
Facilities"  and "Emeritus Facilities", as applicable.  It is the intent of this
Section  4.9  that  if  Emeritus elects to purchase the Meditrust Facilities, it
shall  unconditionally  and automatically be required to simultaneously purchase
the  Facility  unless  it  has  previously  closed  the purchase and sale of the
Facility.

4.10     Release from Financing.  As set forth in Section 4.2.2 above, Owner and
         ----------------------
     Manager  acknowledge  that the Facility is subject to and encumbered by the
Senior Loan.  It shall be a condition precedent to the exercise of Laurel Option
and  the closing contemplated thereunder that (i) Manager and Owner confirm that
all  requirements  for the partial release of the Facility under the Senior Loan
are  met  or  will  be  met  as  of  the closing, including, without limitation,
compliance with all financial covenants and conditions included in Section 5.1.6
of  the  Loan  Agreement relating to the Senior Loan, and (ii) the holder of the
Junior  Loan  consents  to  the  partial release of the Facility from the Senior
Loan.

4.11     Transfer  of  Title.  The  Manager  shall  have  the right to close the
         -------------------
purchase  of the Facility in its own name or in the name of JPH as its designee;
provided,  however, that any such designation shall not release Manager from any
------------------
of  its  obligations  or  liabilities  hereunder.

Article  5
                                  Miscellaneous
                                  -------------

5.1     No  Other  Amendments.  The parties acknowledge and agree that except as
        ---------------------
expressly  set  forth  in  this  Agreement,  nothing  contained  herein shall be
construed  to  modify,  substitute,  amend  or  affect  the terms, conditions or
definitions  contained  in the documents executed in connection with the Initial
Junior  Loan.

5.2     Notices.  All  notices  to be given by either party to this Agreement to
        -------
the  other party hereto shall be in writing, and shall be sent to the parties at
the  addresses  and  in the manner set forth in the Management Agreement, except
that  copies  of  notices  to the Managers or Emeritus shall also be sent to The
Nathanson  Group  PLLC,  1520  Fourth  Avenue, Sixth, Seattle, Washington 98101,
Attn:  Randi  S.  Nathanson,  Esq.

5.3     No  Partnership or Joint Venture.  This Agreement shall not be construed
        --------------------------------
to  be  or  create  a  partnership  or  joint venture between Owner and Manager.
Manager  is  acting  as  an  independent  contractor  to  the  Facility.

5.4     Modification  and  Changes.  This  Agreement  shall  not  be modified or
        --------------------------
amended  except  by  written  agreement  signed  by  both  parties.

5.5     Understandings  and  Agreements.  This  Agreement,  together  with  the
        -------------------------------
Management  Agreement,  constitutes  all  of  the  understandings and agreements
between  the  parties  with respect to the submanagement of the Facility and the
option  to  purchase  the  Facility.

5.6     Headings.  The  headings  contained  herein  are  for  convenience  of
        --------
reference  only  and  are not intended to define, limit or describe the scope or
intent  of  any  provision  of  this  Agreement.

5.7     Waivers.  No failure to enforce or insist upon the strict performance of
        -------
     any  covenant,  agreement,  term  or  condition  of  this  Agreement  shall
constitute  a  waiver  of  any  such  breach  or  any  subsequent breach of such
covenant,  agreement,  term  or  condition.  No  covenant,  agreement,  term  or
condition  of  this  Agreement and no breach thereof shall be waived, altered or
modified  except  by  written  instrument.

5.8     Applicable  Law.  This  Agreement shall be construed and interpreted and
        ---------------
be  governed  by  the  laws  of  the  State  of  Washington.

5.9     Exculpation.  The  liability  of Owner hereunder shall be limited to its
        -----------
interest  in  the  Facility.

5.10     No  Modification.  Manager  shall not modify or amend the Submanagement
         ----------------
Agreement  with  Owner's  prior  written  consent.

     IN  WITNESS WHEREOF, the parties have executed and delivered this Agreement
as  of  the  date  and  year  first  above  written.

     MANAGER
     -------

     Emeritus  Management  LLC,
     a  Washington  limited  liability  company

     By:     Emeritus  Corporation,
          a  Washington  corporation


     By:  /s/  Raymond R. Brandstrom
          Name Raymond R. Brandstrom
          Title VP of Finance



<PAGE>

                              OWNER
                              -----

AL  INVESTORS  LLC, a Delaware limited liability company, for itself and as sole
managing  member on behalf of each of the Owners, or in the case where the Owner
is  a  limited  partnership,  as  sole  managing member on behalf of the general
partner  thereof


     By:  /s/  Norman L. Brenden
          Name  Norman L. Brenden
          Title  Manager


<PAGE>

The  undersigned  has executed this Agreement for the sole purpose of consenting
to  the  described  transaction and ratifying the Guaranty and Shortfall Funding
Agreement,  as  well  as  confirming  and  agreeing that this Agreement does not
alter,  modify, amend or waive any terms contained in the Guaranty and Shortfall
Funding  Agreement.


     Emeritus  Corporation,
     a  Washington  corporation


     By:  /s/  Raymond R. Brandstrom
          Name  Raymond R. Brandstrom
          Title  VP of Finance


<PAGE>

The  undersigned  has executed this Agreement for the sole purpose of consenting
to  the  described  transaction and ratifying the Put and Purchase Agreement, as
well  as  confirming  and  agreeing  that this Agreement does not alter, modify,
amend  or  waive  any  terms  contained  in  the  Put  and  Purchase  Agreement.



     /s/    Daniel  R.  Baty
     Daniel  R.  Baty

<PAGE>

The  undersigned  lenders in connection with the Senior Loan and the Junior Loan
have  executed  this  Agreement  for  the  sole  purpose  of  consenting  to the
Submanagement Agreement and to the consents, waivers and modifications contained
herein.  The  undersigned  further  acknowledge  and agree that, notwithstanding
anything  to  the contrary set forth in the Senior Loan, by their signatures set
forth  below  they  hereby  consent  to the sale of the Facility pursuant to the
Laurel  Option and agree to the release of the liens on the Facility in favor of
Senior  Lender,  whether  or  not  there  is  then  outstanding a default by the
Borrower  under  the Senior Loan, provided that the release payment due pursuant
to  the  terms of the Senior Loan is paid to the Senior Lender at the closing of
the  purchase  and  sale  of  the  Facility.

     GMAC  Commercial  Mortgage  Corporation,     a  California  corporation

     By:  /s/  Lisa M. Lautner
     Name  Lisa M. Lautner
     Title  Senior Vice President


     Senior  Housing  Partners  I,  L.P.,
     a  Delaware  limited  partnership

     By:  /s/  Noah R. Levy
     Name  Noah R. Levy
     Title  Vice President

<PAGE>
                                    EXHIBIT A
                               LIST OF AL ENTITIES


<PAGE>
                                    EXHIBIT B
                         INSURANCE WAIVERS/MODIFICATIONS