PURCHASE AND SALE AGREEMENT

     THIS  PURCHASE  AND  SALE AGREEMENT is made and entered into as of the 29th
day  of  September, 2003 by and between MISSISSIPPI BAPTIST MEDICAL ENTERPRISES,
INC.,  a  Mississippi  corporation  ("Seller"), ESC-RIDGELAND, LLC, a Washington
limited  liability  company  ("Purchaser"),  EMERITUS  PROPERTIES  XI,  LLC,  a
Washington  limited  liability  company  ("Emeritus  XI") and RIDGELAND ASSISTED
LIVING,  LLC,  a  Washington  limited  liability  company  (the  "Company").

                                    RECITALS

     A.     Seller  and  Emeritus XI, are members of a limited liability company
known  as Ridgeland Assisted Living, LLC, a Washington limited liability company
(the  "Company").

     B.     The  Company  owns  an  assisted  living  facility commonly known as
Ridgeland  Pointe,  410  Orchard  Park, Ridgeland, Mississippi (the "Facility").

     C.     Emeritus  XI's  sole  member,  Emeritus  Corporation,  a  Washington
corporation  ("Emeritus"), and its affiliates intend to consummate a transaction
with  Health  Care  REIT, Inc. and various affiliates thereof (collectively, "HC
REIT")  pursuant  to  which, among other things, the Facility will be sold to HC
REIT  or  its  affiliate  and  leased  back  to  the  Company  (the  "HC  REIT
Transaction").

     D.     In  connection  therewith, Purchaser is interested in purchasing and
Seller  is interested in selling all of Seller's interest in and to the Company,
all  upon  and  subject  to  the  terms  and  conditions  set  forth  herein.

     E.     Purchaser  and  Seller  are  interested in documenting the terms and
conditions  of  such  purchase  and  sale  transaction.

     F.     All  capitalized  terms  used herein and not otherwise defined shall
have  the  meaning  set  forth  in  the Operating Agreement of the Company dated
December  23,  1998,  as amended by First Amendment dated September 2, 1999 (the
"Operating  Agreement").

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  of  the  parties  set  forth  herein, IT IS HEREBY AGREED AS FOLLOWS:

                                    AGREEMENT

1.     PURCHASE  AND  SALE.

      Seller  does  hereby  agree to sell to Purchaser and Purchaser does hereby
agree  to  purchase from Seller all of Seller's right, title and interest in and
to  its  Interest  in  the  Company (the "Interest"). By its signature set forth
below, Emeritus XI shall be deemed to have consented to the purchase and sale of
the  Interest  as  required  by  Section  8.1  of  the  Operating  Agreement.

2.     PURCHASE  PRICE

     The purchase price payable by Purchaser to Seller for the Interest shall be
Two  Million  Five Hundred Thousand and no/100 Dollars ($2,500,000.00) and shall
be  due  and  payable  by  wire  transfer  of immediately available funds on the
Closing  Date  (as hereinafter defined). Seller acknowledges and agrees that the
payments  provided  for in this Section 2 shall be in lieu of the purchase price
provided  for in Section 8.7 of the Operating Agreement and that Purchaser shall
have  no rights or obligations under Section 8.7 of the Operating Agreement upon
consummation  of the transaction provided for in this Agreement nor shall Seller
have  any  right to any Net Cash from Operations (as that term is defined in the
Operating  Agreement)  which  may  be available at Closing, but instead the same
shall  be  and  remain  an  asset  of  the  Company.

3.     CLOSING  AND  POST  CLOSING

a.     Provided  that  all  of  the  conditions  to  the  closing of the HC REIT
Transaction (the "HC REIT Closing") shall be satisfied or waived and the HC REIT
     Closing  shall have occurred or be fully ready to occur, the closing of the
purchase  and sale of the Interest (the "Closing") shall occur concurrently with
the  HC  REIT  Closing (the "Closing Date"), it being understood and agreed that
the  Closing is and shall be specifically conditioned on the HC REIT Closing and
that  Purchaser  shall  have no obligations to Seller hereunder nor shall Seller
have  any  rights against Purchaser hereunder unless the HC REIT Closing occurs.
The  Closing  shall occur through escrow using Land America Title Company, which
is  acting  as  escrow  agent  in  the  connection with the HC REIT Closing (the
"Escrow").  Notwithstanding  the  foregoing,  if the Closing has not occurred by
September 30, 2003, then this Agreement shall be null and void and of no further
force  and  effect  and  none  of  the parties shall thereafter have any further
rights  or  obligations  hereunder.

     b.     On  the  Closing Date, Seller shall execute and deliver to Purchaser
an Assignment Agreement with respect to the Interest in the form attached hereto
as  Exhibit  A  and  such other documents as may be necessary in order to convey
title  to  the  Interest  to  Purchaser.

     c.     On  the Closing Date, Seller and Purchaser shall execute or cause to
be executed and delivered a Termination Agreement in the form attached hereto as
Exhibit  B terminating the Ancillary Services Agreement dated as of December 20,
1998  (the  "Ancillary  Services  Agreement")  among  the  Company,  Emeritus
Corporation  ("Emeritus")  and  Mississippi  Baptist  Health  Systems, Inc. (the
"Provider"),  a  Termination  Agreement in the form attached hereto as Exhibit C
terminating  the  Lease Agreement between the Company and Provider, resignations
duly executed by each of the MBME Representatives on the Board of the Company in
the  form attached hereto as Exhibit D and a written confirmation from Steven M.
Hendrix  confirming  that he has been replaced as the Independent Manager of the
Company  in  the  form  attached  hereto  as  Exhibit  E.

     d.     Seller acknowledges and agrees that from and after the Closing Date,
Purchaser  and  Emeritus  XI  shall have the right to continue the existence and
business  of the Company and to continue to operate that business in the name of
the  Company  in  effect on the date hereof or under such other name as they may
elect  to  operate  from  time to time thereafter, including but not limited to,
Ridgeland  Pointe  but  in  no event shall the Company, Purchaser or Emeritus XI
have  any right from and after the Closing Date to use the name "Baptist" in any
form and Purchaser and Emeritus XI shall cause the Company to take all necessary
action  to  remove  the name "Baptist" in any form from all signage, letterhead,
marketing  materials  and  any other property of the Company, all at the cost of
the  Company.  Seller  further  acknowledges  and agrees that from and after the
Closing  Date Seller shall have no right, title or interest in and to any of the
assets  of  the  Company  nor  shall Seller have any right to participate in the
business  of the Company or any responsibility for any of the liabilities of the
Company;  provided,  however,  nothing  herein  shall  be construed as relieving
Seller  from any obligations which it may have, whether the same exist as of the
Closing  Date or arise after Closing, arising from or related to its status as a
member  of  the  Company prior to the Closing Date, subject to the provisions of
Article  VII  of  the  Operating  Agreement  and nothing herein shall impair the
indemnification  and  other  provisions  of  the Operating Agreement in favor of
either  Seller or Emeritus XI as they relate to the status of each of Seller and
Emeritus  XI  as the members of the Company prior to the Closing Date or as they
relate  to the status of Emeritus XI as the Managing Member of the Company prior
to  the  Closing  Date.

     e.     Seller  does  hereby  ratify  and affirm its confidentiality and non
competition  obligations  under  Sections 6.3 and 6.4 of the Operating Agreement
and  does  hereby knowingly, voluntarily and unconditionally waive any rights in
may  have  under Section 6.4(d) of the Operating Agreement to participate in the
facility  currently  leased by Emeritus Corporation in Hattiesburg, Mississippi.
Purchaser  acknowledges  and  agrees  that  the  project contemplated by Section
6.4(d)  to  be constructed in Clinton, Mississippi has been constructed but that
the  project  contemplated  by  Section  6.4(d)  to  be  construed  in  Brandon,
Mississippi  has  not  been  constructed  and  accordingly  that  Seller's  non
competition  obligations  as set forth in Section 6.4 shall specifically exclude
the  Clinton  project.

4.     REPRESENTATIONS  AND  WARRANTIES.

     a.     SELLER'S  REPRESENTATIONS.  Seller hereby represents and warrants to
Purchaser  and  Emeritus  XI  as  follows:

     (i)     Seller  has full power and authority to execute and to deliver this
Agreement  and  all  related  documents,  and  to  carry  out  the  transactions
contemplated  herein  and  therein  at  the  times  provided  for  herein.

     (ii)     This Agreement is valid, binding and enforceable against Seller in
accordance  with  its  terms  except  as  such  enforceability may be limited by
creditors  rights  laws  or general principles of equity.  The execution of this
Agreement  and  the  consummation  of  the  transactions  contemplated herein in
accordance  with  the terms hereof do not and will not result in a breach of the
terms  and  conditions  of  nor  constitute a default under any law, regulation,
court  order,  mortgage,  note,  bond,  indenture,  agreement,  license or other
instrument  or  obligation  to  which Seller is now a party or by which Seller's
assets  are  bound  or  affected.

     (iii)     Seller  has not granted any other party any right to purchase its
Interest  and  the  Interest  shall,  at  the  time of the conveyance thereof to
Purchaser,  be  free  and  clear  of  all  liens,  charges  and  encumbrances.

     (iv)     Seller  has  not  in  its  capacity  as  a  Member  of the Company
performed  any  act or entered into any transaction which is in violation of the
terms  of  the Company's Operating Agreement, including, but not limited to, any
transaction  involving  the  granting  of  any lien or encumbrance on any of the
asset  of  the  Company.

     (v)     The  right  or  ability  of  Seller  to  consummate the transaction
contemplated  herein  has  not been challenged by any governmental agency or any
other  person  and  Seller has no knowledge of the occurrence of any event which
would provide a reasonable basis for any such litigation, investigation or other
proceeding.

     (vi)     No  representation or warranty by or on behalf of Seller contained
in  this Agreement and no statement contained in any certificate, list, exhibit,
or other instrument furnished or to be furnished to Purchaser by Seller pursuant
hereto  contains  or  will  contain  any untrue statement of a material fact, or
omits  or  will omit to state any material facts which are necessary in order to
make  the  statements contained herein or therein, in light of the circumstances
under  which  they  were  made,  not  misleading.

     b.     PURCHASER'S  AND  EMERITUS  XI'S  REPRESENTATIONS.  Purchaser  and
Emeritus  XI,  jointly  and severally, hereby represent and warrant to Seller as
follows:

     (i)     Each  of  Purchaser and Emeritus XI has full power and authority to
execute  and  to  deliver this Agreement and all related documents, and to carry
out  the  transactions contemplated herein and therein at the times provided for
herein.

     (ii)     This  Agreement  is  valid,  binding  and  enforceable  against
Purchaser,  Emeritus  XI  and the Company in accordance with its terms except as
such  enforceability  may  be  limited  by  creditors  rights  laws  and general
principles  of  equity.  The execution of this Agreement and the consummation of
the  transactions contemplated herein in accordance with the terms hereof do not
and  will not result in a breach of the terms and conditions of nor constitute a
default under any law, regulation, court order, mortgage, note, bond, indenture,
agreement,  license  or  other  instrument  or  obligation  to  which Purchaser,
Emeritus  XI  or  the  Company  is  now a party or by which any of the assets of
Purchaser,  Emeritus XI or the Company are bound or affected; provided, however,
nothing  herein  shall be construed as a representation or warranty with respect
to  any  facts related to the Company which Purchaser or Emeritus XI are able to
demonstrate  were  actually  known  to  Seller  and  not  disclosed by Seller to
Emeritus  XI  or  the  Company.

     (iii)     The right or ability of Purchaser, Emeritus XI and the Company to
consummate  the  transaction  contemplated herein has not been challenged by any
governmental  agency  or  any other person and none of Purchaser, Emeritus XI or
the Company has any knowledge of the occurrence of any event which would provide
a  reasonable  basis for any such litigation, investigation or other proceeding;
provided,  however,  nothing  herein  shall  be construed as a representation or
warranty  with  respect  to  any facts related to the Company which Purchaser or
Emeritus  XI  are  able  to  demonstrate  were  actually known to Seller and not
disclosed  by  Seller  to  Emeritus  XI  or  the  Company.

     (iv)     No  representation  or  warranty  by  or  on  behalf  of Purchaser
contained in this Agreement and no statement contained in any certificate, list,
exhibit, or other instrument furnished or to be furnished to Seller by Purchaser
pursuant  hereto  contains  or  will  contain any untrue statement of a material
fact,  or  omits or will omit to state any material facts which are necessary in
order  to  make  the  statements  contained  herein  or therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.

5.     AUTHORIZATION

     Seller  hereby  authorizes  Emeritus XI to execute on behalf of the Company
any  and all documents required to be executed by the Company in connection with
the  HC  REIT  Closing.

6.     BREACH  AND  REMEDIES

     a.     In  the  event  of  a breach by Seller in its obligations under this
Agreement  prior  to the Closing Date, Purchaser shall have the right either (i)
to  terminate this Agreement and sue to recover any damages it may have suffered
as  a  result  of  such  breach or (ii) to seek to specifically enforce Seller's
obligations  hereunder.

     b.     In  the event of a breach by Purchaser in its obligations under this
Agreement  prior  to  the Closing Date, Seller shall have the right to terminate
this  Agreement  and  to  sue  to  recover any damages it may have suffered as a
result  of  such  breach  or  (ii)  to  seek to specifically enforce Purchaser's
obligations  hereunder.

7.     MISCELLANEOUS

     a.     Each  of Seller and Purchaser shall be responsible for its own costs
and expenses associated with the purchase and sale of the Interest including any
state  or  federal  income  taxes  due  as  a  result  thereof.

     b.     From  and after the Closing Date, Seller shall take such actions and
properly  execute  and  deliver  to  Purchaser  such  further  instruments  of
assignment,  conveyance  and  transfer as may be reasonably necessary to assure,
complete  and  evidence  the  full  and effective transfer and conveyance of the
Interest.

     c.     Any  notice, request or other communication to be given by any party
hereunder shall be in writing and shall be sent by registered or certified mail,
postage  prepaid,  by  overnight  courier  guaranteeing overnight delivery or by
facsimile  transmission,  to  the  following  addresses:

To  Seller:          Mississippi  Baptist  Medical  Enterprises,  Inc.
               c/o  Mississippi  Baptist  Health  Systems,  Inc.
               1225  North  State  Street
               Jackson,  MS  39202-0218
               Attn:  Russell  W.  York,  CFO

With  copy  to:          Mississippi  Baptist  Medical  Enterprises,  Inc.
               c/o  Mississippi  Baptist  Health  Systems,  Inc.
               1225  North  State  Street
               Jackson,  MS  39202-0218
               Attn:  William  B.  Giete,  General  Counsel

     To  Purchaser:          ESC-Ridgeland,  LLC
     c/o  Emeritus  Corporation
                    3131  Elliott  Avenue
     Suite  500
                    Seattle,  WA  98121
                    Attn:  Raymond  Brandstrom,  Chief  Financial  Officer
                    Phone:     206-298-2909
                    Fax:  206-301-4500

     Notices may be sent by deposited in the United States mail postage prepaid,
by  certified  mail,  return  receipt requested, by facsimile transmission or by
overnight  courier  and shall be deemed received on actual receipt or refusal of
receipt  thereof.

     d.     This  Agreement  may  not  be  amended  or  modified  in any respect
whatsoever  except  by  an  instrument  in writing signed by the parties hereto.
This  Agreement constitutes the entire agreement between the parties hereto with
respect  to  the  subject  matter  hereof and supersedes all prior negotiations,
discussions,  writings  and  agreements between them with respect to the subject
matter  hereof.

     e.     Emeritus  XI  unconditionally  and  absolutely  guarantees  the
performance  and  obligations  of the Purchaser under this Agreement.  Purchaser
may  assign  any  or  all of its rights hereunder to an entity which is owned or
controlled,  directly  or  indirectly, by Purchaser or by Emeritus provided that
Emeritus  XI  concurrently  delivers a written reaffirmation of its guarantee of
the  obligations  of  the  then purchaser hereunder as set forth in this Section
7(e).

     f.     The  waiver  by  any party of any breach of any of the provisions of
this  Agreement  shall  not  constitute  a  continuing waiver or a waiver of any
subsequent  breach  of  any  provision  of  this  Agreement.

     g.     Each  recital  set forth and exhibit referenced in this Agreement is
incorporated  and  becomes  an  integral  part  of  this  Agreement.

     h.     The captions of this Agreement are for convenience of reference only
and  shall  not  define  or  limit  any  of  the  terms  or  provisions  hereof.

     i.     Nothing  in  this  Agreement  express  or implied is intended to and
shall  not  be  construed to confer upon or create in any person (other than the
parties  hereto)  any  rights  or remedies under or by reason of this Agreement,
including  without  limitation,  any  right  to  enforce  this  Agreement.

     j.     Time  is  of  the  essence  of  this  Agreement  and  of  all of the
covenants,  conditions,  terms  and  provisions  of  this  Agreement.

     k.     If any litigation or other proceedings are commenced between parties
to  this  Agreement  regarding  the  rights and duties of any party pursuant to,
related  to  or  arising  from  this  Agreement,  then the prevailing party with
respect  to  the litigation or other proceedings, shall be entitled, in addition
to  the  relief  granted,  a reasonable sum for attorneys' fees and costs of the
litigation  or  other  proceedings.

     l.     This Agreement shall be governed by and construed in accordance with
the  laws of the State of Washington.  Any disputes between the parties shall be
submitted  to  arbitration in accordance with the provisions of Section 12.15 of
the  Operating  Agreement.

     m.     Should  any  one  or  more  of  the  provisions of this Agreement be
determined  to  be  invalid,  unlawful  or  unenforceable  in  any  respect, the
validity,  legality  and enforceability of the remaining provisions hereof shall
not  in  any  way  be  affected  or  impaired  thereby.

     n.     Each  of  the  parties agrees to indemnify, defend and hold harmless
the  other  and  its  officers,  agents, employees, members and partners and any
successors  thereto,  from  and  against  any  and  all  damages, losses, costs,
liabilities,  obligations and expenses, including, but not limited to reasonable
attorneys fees and costs, including fees and costs on appeal, which it may incur
as a result of the breach by the other of its representations and warranties set
forth  in Section 4 hereof or its obligations hereunder; provided, however, that
the  indemnity  provided  for  herein  shall expire as to any claims not made in
writing  to  the  other  party  within  two  (2)  years  from  the Closing Date.

     o.     This Agreement, and any document executed in furtherance hereof, may
be  executed  in any number of counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.
This  Agreement, and any document executed in furtherance hereof, will be deemed
to  be  duly executed and delivered by a party upon the delivery by facsimile to
the  other  party  of  a signed copy hereof.  Any party whose signature has been
delivered by facsimile, shall forward the original signature of its signature by
overnight  delivery  for  receipt  within  no  more  than  two (2) business days
thereafter.

     p.     Each  party  acknowledges and agrees that it has participated in the
drafting  and  the  negotiation  of  this  Agreement and has been represented by
counsel  during the course thereof.  Accordingly, in the event of a dispute with
respect  to  the interpretation or enforcement of the terms hereof, no provision
shall  be  construed  so  as  to  favor  or  disfavor  either  party  hereto.

                [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
     IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the day
and  year  first  set  forth  above.


SELLER:                    MISSISSIPPI  BAPTIST  MEDICAL  ENTERPRISES,  INC.


                         By:     Russell  W.  York
                         Its:     CFO



PURCHASER:               ESC-RIDGELAND,  LLC

                         By:     Emeritus  Corporation
                         Its:     Sole  Member

                              By:     __________________________
                              Its:     __________________________


EMERITUS  XI:               EMERITUS  PROPERTIES  XI,  LLC,  a
                         Washington  limited  liability  company

                    By:     Emeritus  Corporation
                    Its:     Sole  Member

     By:     __________________________
          Its:     ___________________________

COMPANY:     RIDGELAND  ASSISTED  LIVING,  LLC,  a  Washington limited liability
company

     By:     Emeritus  Properties  XI,  LLC
     Its:     Managing  Member

                              By:     Emeritus  Corporation
                              Its:     Sole  Member

                                   By:     William  M.  Shorten
                                   Its:     Director  of  Real  Estate  Finance


<PAGE>
                                    EXHIBIT A
                      FORM OF INTEREST ASSIGNMENT AGREEMENT

     The  undersigned  does  hereby  sell,  transfer,  convey  and  assign  to
ESC-Ridgeland,  LLC  ("ESC"),  all  of  its  right,  title  and  interest  (the
"Interest")  held  by it in Ridgeland Assisted Living, LLC, a Washington limited
liability  company  (the "Company") free and clear of all liens, charges, claims
and encumbrances. The undersigned does hereby further acknowledge and agree that
from  and  after  the  Effective  Date (as hereinafter defined) it shall have no
further  rights  or  obligations  as a Member or Managing Member of the Company.

     This  Assignment  may  be  executed in counterparts, each of which shall be
deemed  to  be an original, but all of which taken together shall constitute but
one  and  the  same  instrument.

This  Assignment  shall  be  effective  as  of  ________________ (the "Effective
Date").


MISSISSIPPI  BAPTIST  MEDICAL  ENTERPRISES,  INC.

                         By:     _________________________
                         Its:     _________________________




<PAGE>
                                    EXHIBIT B
                              TERMINATION AGREEMENT
                         (ANCILLARY SERVICES AGREEMENT)

     The  undersigned  being  the  parties  to that Ancillary Services Agreement
dated  December  30,  1998  (the  "Agreement"),  do hereby acknowledge and agree
pursuant  to  Section  22(a)  of  the  Agreement  to a mutual termination of the
Agreement  as  of  ________________,  2003  (the  "Effective  Date").

     In  furtherance  and not in limitation of the foregoing, the undersigned do
hereby  further  acknowledge  and  agree that from and after the Effective Date,
none  of the undersigned shall have any further rights or obligations thereunder
other  than  (i) the obligation of Mississippi Baptist Health Systems, Inc. (the
"Provider")  as  set  forth  in  Section  22 of the Agreement to remove from the
assisted living facility known as Ridgeland Pointe within forty five days of the
Effective  Date  any  of its supplies and equipment which may be located therein
and  which  may have been used by it to provide the services contemplated by the
Agreement,  (ii)  the  right  of Ridgeland Assisted Living, LLC (the "Owner") to
retain title to any such supplies or equipment which are not removed within such
forty  five  (45)  day period and (iii) the obligations of Provider and Owner to
name the other on the liability insurance policies required by Sections 3 and 4,
respectively,  of  the Agreement for the remainder of the current policy period,
and,  if  such  policies  provide for claims made, rather than occurrence based,
coverage,  under  a  tail  coverage  policy or policies providing coverage for a
period  of  three  years  after  the  expiration  of  the current policy period.

     This  Agreement  may  be  executed  in counterparts, each of which shall be
deemed  to  be an original, but all of which taken together shall constitute but
one  and  the  same  instrument.

<PAGE>
     IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the ___
day  of  ____,  2003
                         RIDGELAND  ASSISTED  LIVING,  LLC

                         By:     Emeritus  Properties  XI,  LLC
                         Its:     Managing  Member

                              By:     Emeritus  Corporation
                              Its:     Sole  Member

                                   By:     ________________________
                                   Its:     ________________________


                         MISSISSIPPI  BAPTIST  HEALTH  SYSTEMS,  INC.



                         By:     ______________________________
                         Its:     ______________________________


                         EMERITUS  CORPORATION


                         By:     ________________________________
                         Its:     ________________________________

<PAGE>
                                    EXHIBIT C
                              TERMINATION AGREEMENT
                                     (LEASE)

     The  undersigned  being  the parties to that Lease Agreement dated December
30,  1998 (the "Lease") do hereby acknowledge and agree pursuant to Section 3 of
the Lease the Lease is and shall be terminated concurrently with the termination
of  the  Ancillary  Services  Agreement  of  even date among the undersigned and
Emeritus Corporation, i.e., as of ________________, 2003 (the "Effective Date").

     In  furtherance  and not in limitation of the foregoing, the undersigned do
hereby  further  acknowledge  and  agree that from and after the Effective Date,
none  of the undersigned shall have any further rights or obligations thereunder
other  than (i) the indemnity obligations of Landlord and Tenant as set forth in
Section  19  as  the  same may relate to the period prior to the Effective Date,
(ii)  the  obligations of Tenant and Landlord to name the other on the liability
insurance  policies  required  by Sections 21 and 22, respectively, of the Lease
for  the  remainder  of the current policy period, and, if such policies provide
for  claims  made, rather than occurrence based, coverage, under a tail coverage
policy  or  policies  providing  coverage  for a period of three years after the
expiration of the current policy period and (iii) the obligation of Tenant under
Section  32  of  the Lease to remove from the Premises (as defined in the Lease)
within  forty  five  (45)  days  of  the  Effective Date any of its supplies and
equipment  which  may  be  located therein and which may have been used by it to
provide  the services contemplated by the Ancillary Services Agreement, (ii) the
right  of  Landlord  to retain remove and store at Tenant's expense or to retain
title  to any such supplies or equipment which are not removed within such forty
five  (45)  day  period,  it  being understood and agreed that by executing this
Agreement,  Landlord is agreeing to extend the thirty day period for the removal
thereof  set  forth  in  Section  32  of  the  Lease,  all  of  which rights and
obligations  shall  specifically survive termination of the Lease for the period
stated  herein.

     On the Effective Date, Tenant shall be required to pay to Landlord any rent
due  pursuant  to  Section  4  of  the Lease which remains unpaid for the period
ending  on  the Effective Date or Landlord shall be required to refund to Tenant
any  rent paid by Tenant pursuant to Section 4 of the Lease for any period which
extends  beyond  the  Effective  Date,  as  applicable

     This  Agreement  may  be  executed  in counterparts, each of which shall be
deemed  to  be an original, but all of which taken together shall constitute but
one  and  the  same  instrument.

<PAGE>

     IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the ___
day  of  ____,  2003.

                         RIDGELAND  ASSISTED  LIVING,  LLC

                         By:     Emeritus  Properties  XI,  LLC
                         Its:     Managing  Member

                              By:     Emeritus  Corporation
                              Its:     Sole  Member

                                   By:     ________________________
                                   Its:     ________________________


                         MISSISSIPPI  BAPTIST  HEALTH  SYSTEMS,  INC.



                         By:     ______________________________
                         Its:     ______________________________



<PAGE>
                                    EXHIBIT D
                                   RESIGNATION

     The  undersigned,  being  a duly elected and acting MBME Representative, as
that  term  is  defined in the Operating Agreement of Ridgeland Assisted Living,
LLC (the "Company") dated December 23, 1998, as amended by First Amendment dated
September 2, 1999 (the "Operating Agreement"), does hereby resign as a member of
the Board (as defined in the Operating Agreement) of the Company effective as of
____________,  2003.



                         ___________________________________


<PAGE>
                                    EXHIBIT E
                        INDEPENDENT MANAGER CONFIRMATION

     The  undersigned do hereby acknowledge and agree that Steven M. Hendrix has
been  advised  that  pursuant  to  Section  5.1(b) of the Operating Agreement of
Ridgeland  Assisted  Living,  LLC  (the  "Company")  dated December 23, 1998, as
amended  by First Amendment dated September 2, 1999 (the "Operating Agreement"),
Emeritus  Properties  XI, LLC and ESC-Ridgeland, LLC, as the sole members of the
Company  (the  "Members"), have removed him from his position as the Independent
Manager  of  the  Company  and  that the Members hereby appoint Mark Ferrucci to
serve  in  lieu  thereof  effective  as  of  ______________,  2003.

     This  Agreement  may  be  executed  in counterparts, each of which shall be
deemed  to  be an original, but all of which taken together shall constitute but
one  and  the  same  instrument.


                         __________________________________
                         STEVEN  M.  HENDRIX


                         EMERITUS  PROPERTIES  XI,  LLC

                         By:     Emeritus  Corporation
                         Its:     Sole  Member


                              By:     ____________________________
                              Its:     ____________________________


                         ESC-RIDGELAND,  LLC


                         By:     Emeritus  Corporation
                         Its:     Sole  Member


                              By:     ____________________________
                              Its:     ____________________________