PURCHASE AND SALE AGREEMENT

     THIS  PURCHASE  AND  SALE AGREEMENT is made and entered into as of the 26th
day  of  March,  2002  by  and  between  TDC  Convalescent,  Inc.,  a California
corporation  ("Seller")  and  Emeritus  Corporation,  a  Washington  corporation
("Purchaser").

                                    RECITALS

     A.     Seller  and  Purchaser  are  partners  of  a  partnership  known  as
TDC/Emeritus  Paso  Robles  Associates,  a  Washington  general partnership (the
"Partnership").

     B.     The  Partnership  owns  and  operates  an  assisted  living facility
commonly  known  as  Creston Village, 1919 Creston Road, Paso Robles, California
(the  "Facility").

     C.     The  Purchaser  intends to consummate a transaction with Health Care
REIT,  Inc. ("HC REIT") pursuant to which, among other things, the Facility will
be  sold  to  HC  REIT and leased to Purchaser and subleased by Purchaser to the
Partnership  or  a  limited  liability  company  which  is  the successor to the
Partnership  (the  "HC  REIT  Transaction").

     D.     In  connection  therewith, Purchaser is interested in purchasing and
Seller  is  interested in selling first all of Seller's economic interest in and
to  the  Partnership  at  an initial closing, and then all of Seller's remaining
interest  in  and to the Partnership as a final closing, 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 Partnership Agreement of the Partnership dated
as  of  June  1,  1995  (the  "Partnership  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  the  following:

a.     All  of  Seller's  economic  interest  in  and  to  the  Partnership (the
"Economic  Interest"),  concurrently  with  and subject to the closing of the HC
REIT  Transaction;  and

     b.     All  of  Seller's  right, title and interest (excluding the Economic
Interest) in and to the Partnership (the "Remaining Interest", and together with
the  Economic  Interest, the "Interest"), when Purchaser shall have obtained the
Approvals  (as  hereinafter  defined)  and provided that the Initial Closing (as
hereinafter  defined)  shall  have  occurred.

     c.     By  their  signatures set forth below, Seller and Purchaser shall be
deemed to have consented to the purchase and sale of the Interest as required by
Section  7  of  the  Partnership  Agreement.

2.     PURCHASE  PRICE

     The purchase price payable by Purchaser to Seller for the Interest shall be
Two  Million Six Hundred Fifty Thousand Dollars ($2,650,000.00) for the Economic
Interest  (the  "Economic  Interest  Purchase Price"), which shall be payable in
full  by  wire  transfer  of  funds  on the Initial Closing Date (as hereinafter
defined),  and  One  Dollar  ($1.00)  for the Remaining Interest (the "Remaining
Interest  Purchase  Price"),  which  shall be payable in cash or by check on the
Final  Closing  Date  (as  hereinafter  defined).

3.     INITIAL  CLOSING  AND  FINAL  CLOSING

a.     Subject to Purchaser obtaining the approval of its Board of Directors and
     any other necessary approvals, including any necessary regulatory approvals
(collectively,  the  "Approvals") and provided that all of the conditions to the
closing  of  the HC REIT Transaction (the "HC REIT Closing") shall be satisfied:

          (i)     The  closing of the purchase and sale of the Economic Interest
(the  "Initial  Closing")  shall  occur  on the date of the HC REIT Closing (the
"Initial  Closing  Date").  The  Initial  Closing  shall  occur through the same
escrow  as  for  the  HC  REIT  Closing  (the  "Escrow").

          (ii)     On the Initial Closing Date, Seller shall execute and deliver
to  Purchaser  through  Escrow  an  Economic  Interest  Assignment  and Power of
Attorney  with  respect  to the Economic Interest in the form attached hereto as
Exhibit  A and such other documents as may be necessary in order to convey title
to  the  Economic  Interest  to  Purchaser, and Purchaser shall pay the Economic
Interest  Purchase  Price  to  Seller  through  Escrow.  In addition, Seller and
Purchaser  each  shall pay through Escrow one-half of the $100,000.00 prepayment
penalty  that
will  be due to Finova Capital Corporation ("Finova") for prepayment of the loan
made  by  Finova  (the  "Finova  Loan")  to  the  Partnership and secured by the
Facility,  and Seller shall pay to Purchaser through Escrow the remaining unpaid
balance of Seller's promissory note relating to the Granite Bay facility [(which
balance  was $125,000 as of January 25, 2002)].  Nothing herein shall affect the
respective  rights  of the parties pursuant to Section 6.5(b) of the Partnership
Agreement  to  management fees accrued prior to the Initial Closing Date (Seller
specifically retains its interest therein and Purchaser agrees to pay Seller its
share  thereof  on  the Initial Closing Date) , but any such management fees for
the  period from and after the Initial Closing Date are included in the Economic
Interest  to be transferred to Purchaser hereunder and therefore shall belong to
Purchaser.  On the Initial Closing Date, the Partnership will cause all monetary
obligations  relating  to  the  Finova  Loan  to  be  repaid in full so that the
liability of the Partnership and its partners for such obligations is terminated
as  of  the  Initial  Closing  Date.

     b.     Subject  to  Purchaser obtaining the Approvals and provided that the
Initial  Closing  shall  have  occurred:

     (i)     The closing of the purchase and sale of the Remaining Interest (the
"Final  Closing") shall occur on the date on which Purchaser shall have obtained
all  necessary  regulatory  approvals for the transfer of the Remaining Interest
(or  such  date  within  a  reasonable  time  thereafter as may be designated by
Purchaser  by  notice to Seller) (as applicable, the "Final Closing Date").  The
Final  Closing  shall  occur  by  mail  or  other means approved by the parties.

     (ii)     On  the  Final  Closing  Date, Seller shall execute and deliver to
Purchaser  an  Remaining  Interest  Assignment  with  respect  to  the Remaining
Interest  in  the  form attached hereto as Exhibit B and such other documents as
may  be necessary in order for Seller to convey to Purchaser all of the Seller's
remaining  right,  title  and  interest in and to the Partnership, and Purchaser
shall  pay  the  Remaining  Interest  Purchase  Price  to  Seller.

4.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.

     a.     SELLER'S  REPRESENTATIONS,  WARRANTIES  AND COVENANTS. Seller hereby
represents  and  warrants  to  and  covenants  with  Purchaser  as  follows:

     (i)     Subject  to  Purchaser  and/or Seller, as applicable, obtaining the
Approvals,  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.

     (ii)     This Agreement is valid, binding and enforceable against Seller in
accordance with its terms.  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 may be bound or affected.

     (iii)     Seller  has not previously and as of the Initial Closing Date and
the  Final  Closing  Date,  respectively  shall  not  have  granted,  assigned,
hypothecated,  pledged,  or  otherwise  transferred its Economic Interest or its
Remaining  Interest  in  the Partnership or any interest therein or entered into
any  agreement  (other  than this Agreement) to do so, and the Economic Interest
and  the  Remaining  Interest  shall,  at  the time of the conveyance thereof to
Purchaser,  each  be  free  and  clear  of  all liens, charges and encumbrances.

     (iv)     Seller  has  not  in  its capacity as a Partner of the Partnership
performed  any  act  or entered into any transaction (A) other than transactions
known  to  Purchaser  and  in  which  Purchaser was involved, or (B) which is in
violation  of the terms of the Partnership Agreement, including, but not limited
to,  any transaction involving the granting of any lien or encumbrance on any of
the assets of the Partnership or otherwise obligating the Partnership in any way
and there are no obligations or liabilities relating to the Seller's interest in
the Partnership which have not been disclosed in writing to the Purchaser.  From
and after the Initial Closing Date, except as otherwise specifically provided in
this  Agreement or with the prior written consent of the Purchaser, Seller shall
not  perform  any  act,  execute, deliver or accept any certificate, instrument,
document  or  agreement  or  enter  into  any transaction whatsoever in Seller's
capacity  as  a  partner  of  the  Partnership.

     (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  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS. Purchaser
hereby  represents  and  warrants  to  and  covenants  with  Seller  as follows:

     (i)     Subject  to  Purchaser  and/or Seller, as applicable, obtaining the
Approvals, Purchaser 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.

     (ii)     This Agreement is valid, binding and enforceable against Purchaser
in  accordance  with  its  terms.  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  is  now  a  party or by which any of Purchaser's assets may be
bound  or  affected.

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

     (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.     AUTHORITY  FOR  HC  REIT  TRANSACTION;  POWER OF ATTORNEY; ASSUMPTION AND
INDEMNITY

     a.     Effective  from and after the date of this Agreement, the Seller, as
a  partner of the Partnership, hereby authorizes the Purchaser, on behalf of the
Partnership,  to take any and all actions and execute and deliver and accept any
and  all  certificates,  instruments,  documents and agreements on behalf of the
Partnership  as  Purchaser deems to be reasonably necessary to consummate the HC
REIT Transaction, including, but not limited to, those agreements, documents and
instruments  referenced  in  Recital  C  above.

b.     Effective  from  and  after  the  Initial Closing Date, the Seller hereby
makes,  constitutes  and  appoints the Purchaser as the Seller's true and lawful
agent  and  attorney-in-fact, with full power of substitution and full power and
authority  in  the  Seller's  name,  place and stead, for all purposes under the
Partnership  Agreement,  to  make  all  Partnership  decisions,  to exercise all
management,  voting  and other rights and to make any determinations and to take
any and all actions and execute and deliver and accept any and all certificates,
instruments,  documents  and  agreements  on  behalf  of  the  Seller  under the
Partnership Agreement, including, without limitation, any and all such decisions
and  voting and other determinations and actions and the execution, delivery and
acceptance of any and all certificates, instruments, documents and agreements in
connection  with  (a)  the  HC  REIT  Transaction,  (b)  the  conversion  of the
Partnership  to a limited liability company, if Purchaser in its sole discretion
elects  to  do  so,  and  all  conveyances  and other certificates, instruments,
documents  and  agreements  deemed  advisable  by  the  Purchaser to effect such
conversion  and/or  the  dissolution  and termination of the Partnership in such
event,  (c) any other change or modification of the Partnership Agreement or the
Partnership  in  accordance  with  this  Agreement;  (d) all other certificates,
instruments,  documents and agreements which may be required or permitted by law
to  be  executed  or  filed on behalf of the Partnership.  The power of attorney
granted  herein  is  hereby  declared  irrevocable  and  a power coupled with an
interest,  shall  survive  the  death,  incompetency, bankruptcy, dissolution or
other  termination  of the Seller, shall extend and be binding upon the Seller's
successors and assigns and shall continue in full force and effect regardless of
whether  the  Seller sells, assigns, transfers or otherwise terminates, in whole
or  in  part, its investment in the Partnership.  The Seller hereby agrees to be
bound by any representations made by the attorney and agent acting in good faith
pursuant to such power of attorney, and hereby waives any and all defenses which
may be available to contest, negate, or disaffirm any action of the attorney and
agent  taken  under  such  power  of  attorney.

     c.     From  and after the Initial Closing Date, Purchaser shall assume and
agree to pay any and all liabilities, costs, expenses and obligations imposed on
Seller  as  a  partner of the Partnership and arising from and after the Initial
Closing  Date  under  the terms of (i) the Partnership Agreement, (ii) any other
agreement  to which the Partnership may be a party, except as otherwise provided
by  this  Agreement.  Purchaser  agrees  to  indemnify, defend and hold harmless
Seller  from  and  against  any  and  all  losses,  damages, costs and expenses,
including,  but not limited to, reasonable attorneys fees, which it may incur as
a result of any and all claims which may be brought against it after the Initial
Closing  Date  in its capacity as a partner or former partner of the Partnership
except  to  the  extent  such  claims  arise  from  a  breach  by  Seller of its
representations and warranties set forth in Section 4 of this Agreement.  In the
event  Seller  believes  that  it  has a claim which is subject to the indemnity
provisions  of  this  paragraph  it shall timely tender the same to Purchaser in
writing,  specifying  in  reasonable  detail  the  nature of the claim for which
indemnity is sought, and Purchaser shall assume the defense thereof with counsel
selected  by  Purchaser.  Purchaser  shall  have  the sole and absolute right to
control  the  defense  of  such claim and to settle or otherwise compromise such
claim  provided  no  such  settlement  or  compromise  involves  an admission of
liability  by Seller. Seller shall be entitled, at its sole cost and expense, to
participate  in  (but  not  control)  such  defense.  Nothing  herein  shall  be
construed  as  imposing  any  obligation  on  Purchaser to indemnify Seller with
respect  to any liabilities arising, or which relate to the period prior to, the
Initial  Closing  Date.

6.     BREACH  AND  REMEDIES

     a.     In  the  event  of  a breach by Seller in its obligations under this
Agreement  prior  to  the  Initial  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 Initial Closing Date, Seller shall have the right either
(i)  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 Initial Closing Date and the Final 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 Economic Interest and the Remaining Interest,
respectively.

     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:          TDC  Convalescent,  Inc.
                    3017  Douglas  Blvd.
                    Roseville,  CA  95611
                    Attention:  Tom  Clark
                    Phone:  916-774-7188
                    Fax:      916-774-7198

     To  Purchaser:          Emeritus  Corporation
                    3131  Elliott  Avenue
     Suite  500
                    Seattle,  WA  98121
                    Attn:  Bill  Shorten
                    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.     Purchaser may assign any or all of its rights hereunder to an entity
which  is  owned  or  controlled,  directly  or  indirectly,  by  Purchaser.

     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  and Landlord) 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.

     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 directors, 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.

     o.     This  Agreement  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.

     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.


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

                         EMERITUS  CORPORATION


                         By:     /s/    Raymond  R.  Brandstrom
                              Raymond  R.  Brandstrom
                         Its:     Chief  Financial  Officer_


                         TDC  CONVALESCENT,  INC.


                         By:     /s/    Thomas  D.  Clark____
                              Thomas  D.  Clark
                         Its:     __________________________


STATE  OF  WASHINGTON     )
     )  SS:
COUNTY  OF  KING     )

          The  foregoing  agreement  was  acknowledged before me this ___ day of
March,  2002  by  _________________________,  the  _________________________  of
Emeritus  Corporation,  a  Washington corporation, on behalf of the corporation.


     Notary  Public

My  Commission  Expires:          [SEAL]


STATE  OF  _______________     )
     )  SS:
COUNTY  OF  _____________     )

          The  foregoing  agreement  was  acknowledged before me this ___ day of
March,  2002  by _________________________, the _________________________ of TDC
Convalescent,  Inc.,  a  California  corporation,  on behalf of the corporation.


     Notary  Public

My  Commission  Expires:          [SEAL]



                                    EXHIBIT A
                          ECONOMIC INTEREST ASSIGNMENT
                              AND POWER OF ATTORNEY

     Pursuant  to  the  Purchase  and  Sale Agreement (the "Purchase Agreement")
dated  March  26,  2002 between TDC Convalescent, Inc., a California corporation
(the  "Assignor")  and  Emeritus  Corporation,  a  Washington  corporation
("Assignee"), Assignor does hereby sell, transfer, convey and assign to Assignee
all  of Assignor's economic interest in the Washington general partnership known
as  TDC/Emeritus  Paso  Robles Associates (the "Partnership"), free and clear of
all  liens,  charges,  claims  and  encumbrances.

     Assignor  hereby  makes,  constitutes  and  appoints  the  Assignee  as the
Assignor's  true  and  lawful  agent  and  attorney-in-fact,  with full power of
substitution  and  full  power  and  authority in the Assignor's name, place and
stead, for all purposes under the Partnership's Partnership Agreement dated June
1,  1995  (the  "Partnership  Agreement"), to make all Partnership decisions, to
exercise  all management, voting and other rights and to make any determinations
and  to  take any and all actions and execute and deliver and accept any and all
certificates,  instruments,  documents  and agreements on behalf of the Assignor
under the Partnership Agreement, including, without limitation, any and all such
decisions  and  voting  and  other determinations and actions and the execution,
delivery  and acceptance of any and all certificates, instruments, documents and
agreements  in  connection  with (a) the transaction with Health Care REIT, Inc.
pursuant  to  which,  among  other things, the facility owned by the Partnership
will be sold to Health Care REIT, Inc. and leased to Assignee or an affiliate of
Assignee,  (b) the conversion of the Partnership to a limited liability company,
if  Assignee  in  its  sole  discretion elects to do so, and all conveyances and
other  certificates,  instruments,  documents and agreements deemed advisable by
the Assignee to effect such conversion and/or the dissolution and termination of
the  Partnership  in  such  event,  (c)  any other change or modification of the
Partnership  Agreement or the Partnership in accordance with this Agreement; (d)
all  other  certificates,  instruments,  documents  and  agreements which may be
required  or  permitted  by  law  to  be  executed  or  filed  on  behalf of the
Partnership.  The  power  of  attorney  granted  herein  is  hereby  declared
irrevocable  and  a  power  coupled  with  an interest, shall survive the death,
incompetency,  bankruptcy,  dissolution  or  other  termination of the Assignor,
shall extend and be binding upon the Assignor's successors and assigns and shall
continue  in  full  force  and  effect regardless of whether the Assignor sells,
assigns,  transfers or otherwise terminates, in whole or in part, its investment
in  the  Partnership.  The  Assignor  hereby  agrees  to  be  bound  by  any
representations  made by the attorney and agent acting in good faith pursuant to
such  power  of  attorney,  and  hereby waives any and all defenses which may be
available  to contest, negate, or disaffirm any action of the attorney and agent
taken  under  such  power  of  attorney.

<PAGE>

     This  Economic Interest Assignment and Power of Attorney shall be effective
as  of  March  26,  2002  (the  "Effective  Date").

                    TDC  CONVALESCENT,  INC.

               By:     /s/    Thomas  D.  Clark_______
               Thomas  D.  Clark
          Its:     __________________________



STATE  OF  ________________     )
     )  SS:
COUNTY  OF  ______________     )

          The  foregoing  Economic Interest Assignment and Power of Attorney was
acknowledged before me this ___ day of March, 2002 by _________________________,
the  _________________________  of  TDC  Convalescent,  Inc.,  a  California
corporation,  on  behalf  of  the  corporation.


     Notary  Public

My  Commission  Expires:          [SEAL]





<PAGE>
                                    EXHIBIT B
                          REMAINING INTEREST ASSIGNMENT

Pursuant  to  the  Purchase  and Sale Agreement (the "Purchase Agreement") dated
March  26,  2002  between  TDC Convalescent, Inc., a California corporation (the
"Assignor")  and  Emeritus  Corporation,  a Washington corporation ("Emeritus"),
Assignor does hereby sell, transfer, convey and assign to Emeritus, a Washington
corporation  ("Assignee")  all of Assignor's remaining right, title and interest
in  and  to the Washington general partnership known as TDC/Emeritus Paso Robles
Associates (the "Partnership"), free and clear of all liens, charges, claims and
encumbrances,  and  does  hereby release Emeritus from any liability to it under
the  terms  of  the  Partnership's Partnership Agreement dated June 1, 1995 (the
"Partnership  Agreement")  or otherwise, whether known or unknown, contingent or
determined.  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  partner  of  the  Partnership.

This  Assignment shall be effective as of March 26, 2002 (the "Effective Date").

TDC  CONVALESCENT,  INC.


     By:     /s/    Thomas  D.  Clark_______
     Thomas  D.  Clark______________
     Its:     ____________________________



STATE  OF  ________________     )
     )  SS:
COUNTY  OF  ______________     )

          The foregoing Remaining Interest Assignment was acknowledged before me
this  ___  day  of  March,  2002  by  _________________________,  the
_________________________  of  TDC Convalescent, Inc., a California corporation,
on  behalf  of  the  corporation.


     Notary  Public

My  Commission  Expires:          [SEAL]