AMENDED AND RESTATED
                         AGREEMENT TO PROVIDE ACCOUNTING
                      AND CONSULTING SERVICES TO CALIFORNIA
                           ASSISTED LIVING FACILITIES

     This  Agreement  made  as of the 31st day of December, 2001, by and between
Regent  Assisted Living, Inc., an Oregon corporation (hereinafter referred to as
"Owner")  and  Emeritus  Corporation,  a  Washington  corporation  (hereinafter
referred  to  as  "Emeritus").

     WHEREAS, as set forth more fully in Exhibit A, Owner either owns, leases or
manages under contract or in its capacity as the managing member of the owner or
lessee  of,  the  assisted  living  facilities  described  in  Exhibit  A  (the
"Facilities"  and,  where  the context requires, individually, a "Facility") and
is,  in  each  instance,  authorized  to  engage  a  Emeritus  or  submanager in
connection  with  its  operation  of  the  Facilities;

     WHEREAS,  Owner  wants  someone  to  manage  the  Facilities on its behalf;

     WHEREAS,  Emeritus  is  experienced  and qualified in the field of assisted
living  facility management and has agreed to manage the Facilities on behalf of
Owner,  pursuant  to  the  terms  and  conditions  set  forth  herein;

     WHEREAS,  Emeritus is required as a matter of law to be licensed to operate
the  Facilities;

     WHEREAS,  pending  issuance  of  a  license  to  Emeritus  to  operate  the
Facilities,  Owner  is  interested  in  engaging  Emeritus  to  provide  certain
accounting,  reporting  and  consulting  services  to  Owner with respect to the
Facilities;  and

     WHEREAS,  Owner  and  Emeritus  are interested in documenting the terms and
conditions  under  which  such  services  will  be  provided.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  herein  contained,  IT  IS  AGREED  AS  FOLLOWS:

     I.     Accounting  Services:
            --------------------

     (i)     Emeritus  shall,  at its expense, provide accounting support to the
Facilities. Owner acknowledges and agrees that such accounting support shall not
include  the preparation of Owner's corporate financial statements or securities
filings,  but  only  the  individual financial statements for the Facilities, in
each  case  meeting  the  requirements  of  Section  II.  Emeritus  shall not be
required to reflect in the financial statements for the Facilities any corporate
accounting adjustments provided to Emeritus by Owner until such time as Emeritus
fully  understands  the  rationale  for  such  adjustment.

(ii)     All  accounting  procedures  and  systems  utilized  in  providing said
support  shall  be  in  accordance  with the operating capital and cash programs
developed  by  Emeritus,  which  programs  shall  conform  to generally accepted
accounting  principles ("GAAP") and shall not materially distort income or loss;
provided,  however, Emeritus shall have no liability for errors in the financial
statements prepared during the term of this Agreement which arise from errors in
     starting  accounting  balances  provided  by  Owner to Emeritus pursuant to
Section  I(v).

(iii)     In  addition,  as  a  cost of operating the Facilities, Emeritus shall
prepare  or  cause  to  be  prepared  all payroll tax returns, sales and use tax
returns,  real  and  personal  property  tax returns, informational tax returns,
Forms  5500 and local or state gross receipts and/or business and occupation tax
returns  and  Emeritus shall cause to be paid all of the taxes reflected on such
returns  as  being  due, which taxes shall be paid from the cash receipts of the
Facilities  or  the  working  capital  provided by Owner under the terms of this
Agreement.  All  other  tax  returns,  including Owner's local, state or federal
income  tax  returns  and  state corporate franchise tax returns and third party
payor cost reports, shall be prepared by Owner or its designee and the taxes and
     other  payments  due  thereunder shall be the sole responsibility of Owner.

     (iv)     Nothing  herein shall preclude Emeritus from delegating to a third
party a portion of the accounting duties provided for in this section; provided,
that  such delegation shall not relieve Emeritus from ultimate liability for the
timely  and  complete  performance of the obligations provided for herein or for
the  expense  thereof,  to  the  extent such expense is to be borne hereunder by
Emeritus.  Owner  acknowledges and agrees that in the event Emeritus retains one
or more third parties to review the real and/or personal property tax returns or
utility  bills  of  the  Facilities or other third party charges in an effort to
effect  cost  savings  for  the  Facilities, the fees and expenses of such third
parties  shall  be  paid from the cash receipts of the Facilities or the working
capital  provided  by  Owner  under  the  terms  of  this  Agreement.

     (v)     In  order  to  enable  Emeritus  to  provide the accounting support
services  described in this Section, prior to the Commencement Date, Owner shall
provide  to  Emeritus  the  information  and  shall  take the transition actions
described  in  Exhibit B hereto (the "Accounting Transition Services"), it being
understood  and  agreed  that  Emeritus  will  not  be able to fully perform its
obligations  under this Section I unless and until Owner has fully complied with
its  obligations  with  respect  to  the  Accounting  Transition  Services.

     II.     Reports:  Emeritus  shall  prepare  and  provide  to  Owner  any
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reasonable  operational  information with respect to the Facility which may from
time  to  time  be  specifically  requested  by Owner, including any information
needed to assist Owner in completing the tax returns for which it is responsible
under  Section  I , in complying with any reporting obligations imposed on Owner
or  Owner's  parent under its leases and loan agreements or as a publicly traded
company,  in  refinancing  any  of  the  debt  secured  by the Facilities and in
complying with the reporting obligations described in Exhibit C. In addition, by
no  later  than  thirty (30) days after the end of each calendar month, Emeritus
shall provide Owner with an unaudited balance sheet of the Facilities, dated the
last  day  of  such month, and an unaudited statement of income and expenses for
such  month  and  for  the  fiscal year to date relating to the operation of the
Facilities  showing  the  variance  between  the  actual  and budgeted operating
results  of  the  Facilities  for  said month and in the form attached hereto as
Exhibit  D and with a census report for the month indicating the number of units
occupied and the number of units vacant.   Upon request Emeritus shall cooperate
with  Owner or Owner's certified public accountant in the event Owner elects, or
is required, to have audited annual financial statements prepared. The financial
statements  prepared  by Emeritus shall be prepared in accordance with (i) GAAP,
consistently  applied,  (ii)  this  Agreement,  and  (iii)  the  procedures  and
practices  provided  for  in  this  Agreement.

     III.     Bank  Accounts:
              --------------

     (i)     With  respect  to  each of the Facilities, Emeritus shall establish
and maintain a checking account for each of the Facilities in the name set forth
opposite  the  name  of  each  of  the  Facilities  in Exhibit E  (each of which
accounts shall hereinafter be referred to as the "Depository Account") and shall
deposit  therein  all  money  received  during the term of this Agreement in the
course  of the operation of the applicable Facility including any money received
upon  the  collection  of  accounts  receivable  which are outstanding as of the
Commencement Date for goods sold or services rendered at the Facilities prior to
the  Commencement  Date  and  shall  pay  therefrom the expenses incurred in the
operation  of the applicable Facility during the Term of, and in accordance with
the  terms  of,  this  Agreement.

     (ii)     During  the  Term  hereof,  withdrawals  and  payments  from  the
Depository  Account  for  each Facility shall be made only on checks signed by a
person  or  persons  designated by Emeritus but Emeritus shall have no ownership
interest  in  or  other rights to the Depository Account other than the right to
make  withdrawals  therefrom and to make deposits thereto; and provided, further
that  Owner  shall  be  given  notice  as  to  the  identity  of said authorized
signatories.

     (iii)     Withdrawals  from  the Depository Account for each Facility shall
be  made  first to pay to Owner the fee due with respect to such Facility as set
forth  in Exhibit F (the "Regent Fees"), which Regent Fees shall be deposited in
an  account  established  by Owner in Seattle, Washington (the "Regent Account")
and thereafter to pay the expenses of operating such Facility, including payroll
and  related  state  and  federal  payroll tax obligations (the "Daily Operating
Expenses")  and  rent and debt service payments to the lenders and landlords set
forth  in Exhibit G and in the amounts set forth in Exhibit G as the same may be
amended  from  time  to  time  to  reflect changes in such rent and debt service
payments  or  in the amounts otherwise specified by Owner to Emeritus in writing
from  time to time (the "Property Expenses").  Exhibit G shall also reflect when
the  rent or debt service payment is due under the terms of the applicable lease
or  loan  documents and any available grace period. The Daily Operating Expenses
and the Property Expenses shall be paid by Emeritus in such order of priority as
Emeritus  deems appropriate from time to time to the operation of such Facility,
provided  however,  Daily  Operating Expenses and the Property Expenses shall be
paid by no later than their due date or, if applicable, before the expiration of
any applicable grace period in which payment may be made prior to the occurrence
of  a default under the terms of the applicable lease, loan agreement, contract,
agreement  or purchasing arrangement, unless resulting from the failure of Owner
to  provide  the  Working  Capital  Funds (as defined in Section II(v) below) or
Service  Fee  Funds  (as  defined  in  Section  II(v)  below) as and when due in
accordance  with  Section  II(v)  below.  Emeritus  shall make any rent and debt
service payments which are made by it by wire transfer in accordance with wiring
instructions  provided  by  Owner  to  Emeritus.

     (iv)     Any  excess  funds in the Depository Account for a Facility, after
establishing  the working capital reserves required by Section II(vii), shall be
distributed  by  Emeritus  to  Owner.

(v)     In  the event (A) at any time Emeritus determines in the exercise of its
reasonable  judgment that there are insufficient funds in the Depository Account
or  in  the Other Authorized Accounts (as hereinafter defined), in the case of a
Designated  Facility  (as  hereinafter  defined),  to  maintain the minimum bank
balance  required  by  Section  II(vii) and pay all Daily Operating Expenses and
Property  Expenses  due and payable in the following thirty (30) day period (the
"Working  Capital Funds") or (B) in the event there are at any time insufficient
funds  available in the Regent Account to pay Emeritus's Service Fee (as defined
below)  (the "Service Fee Funds"), no less than three (3) days prior to the date
on which Emeritus determines that Working Capital Funds or Service Fee Funds, as
     applicable,  are  required,  Emeritus  shall  provide  Owner  with a verbal
demand therefor followed by a written confirmation of such demand, which written
confirmation shall specify in reasonable detail the amount needed and the reason
therefor and, Owner shall, within five (5) business days of its receipt of  such
written  demand by Emeritus, deposit in the applicable Depository Account or the
Regent Account, as applicable, the amount so demanded by Emeritus.  For purposes
hereof,  the  Other  Authorized  Accounts  shall  be  defined as  those accounts
designated  in writing by Owner to Emeritus from which Emeritus is authorized to
draw  funds  in  order  to  meet  the  working  capital  needs  of certain other
Facilities  designated  in  writing  by  Owner  to  Emeritus  (the  "Designated
Facilities"  or  individually a "Designated Facility"), provided the designation
shall  not  be effective unless the same is accompanied by either (i) an opinion
of  Owner's  outside legal counsel confirming that it has reviewed all necessary
legal  documents  and determined that Owner is authorized to lend money from the
Other Authorized Accounts for the benefit of the Designated Facilities or (ii) a
certificate,  in  form and substance reasonably acceptable to Emeritus signed by
Owner's Representative to the effect that Owner is authorized to lend money from
the  Other  Authorized  Accounts  for  the benefit of the Designated Facilities,
along  with  appropriate supporting documentation with respect to the statements
contained  in  such  certificate,  which  documentation  shall  be  in  form and
substance  acceptable  to Emeritus in the exercise of its reasonable discretion.
Owner acknowledges and agrees that in no event will Emeritus have any obligation
to  pay  any  Daily  Operating  Expenses or the Regent Fee other than from funds
available  in  the  applicable  Depository  Account,  including  funds deposited
therein  by Emeritus after withdrawing funds from the Other Authorized Accounts,
if  applicable,  or to provide its own funds to satisfy or support in any manner
the  working  capital  needs of the Facilities or to pay its own Service Fee and
that  (i) such working capital is to be provided solely from the cash receipt of
the  Facilities,  if  applicable, withdrawals from the Other Authorized Accounts
and the working capital provided by Owner pursuant to this Section I(h) and (ii)
such service fees are to be paid from the funds deposited by Emeritus in payment
of  the  Regent Fees and by Owner pursuant to this Section II(v), if applicable,
in  the  Regent  Account.

     (vi)     Owner  acknowledges and agrees that in the course of providing the
consulting  services  described  in  this  Agreement  Emeritus  may incur common
expenses  benefiting  all  of  the facilities owned and/or operated by Emeritus,
including the Facilities (the "Common Expenses").  Such Common Expenses shall be
included in the  Daily Operating Expenses of the Facilities and may be paid from
the  cash  in the applicable Depository Account(s) if (i) the same relate to the
direct  cost  of corporate, regional or divisional meetings or training sessions
held  by  Emeritus  and  in which the administrative personnel of the Facilities
have  participated  ("Meeting  and Training Common Expenses"), (ii) the same are
included  within  the  approved  annual  capital or operating budgets ("Budgeted
Common Expenses") or (iii) the same are not Meeting and Training Common Expenses
or  Budgeted  Common  Expenses (the "Other Common Expenses") but are approved by
Owner,  which  approval  shall  not be unreasonably withheld, after Emeritus has
provided  Owner  with  a  specification  setting  forth in reasonable detail the
nature  of  such  Other  Common  Expenses.

     (vii)     During the Term hereof, Owner and Emeritus shall attempt to agree
on the necessary minimum cash balance to be maintained in the Depository Account
for  each  Facility but if they are unable to so agree such minimum cash balance
shall upon demand of Emeritus be required to be equal to the amount reflected in
Exhibit  H  opposite  the  name  of such Facility and Owner shall upon demand in
accordance  with  Section  II(v) provide Emeritus with any working capital which
may  be  needed  to  enable  Emeritus to maintain such minimum cash balances. In
addition,  during  the  Term hereof, Owner shall at all times maintain a minimum
balance  in  the  Regent  Account  of  $80,000.

     IV.  Consulting Services. During the term of this Agreement, Emeritus shall
          -------------------
supervise  the  day  to  day  operation  and  management  of  the  Facility.  In
furtherance of the foregoing, utilizing the resources provided or made available
by  Owner  in  accordance  with  the  terms of this Agreement, Emeritus shall be
responsible  for  the  supervision  and  management  of  the  operation  of  the
Facilities,  in  accordance  with applicable laws and regulations, including the
supervision of employees, hiring and discharge of employees in consultation with
Owner,  billings and collection, and regulatory compliance, including compliance
with  the  State  Agreements  (as  hereinafter defined).  Emeritus shall have no
authority  to  commit  the  expenditure of the Facilities' funds or the funds of
Owner during the terms of this Agreement unless it has secured the prior written
consent  of  Owner's  Representative  and  Owner's  Representative shall have no
obligation  to  approve any non-routine expenditures of the Facilities' funds or
Owner's  funds during the term of this Agreement. For purposes hereof, the State
Agreement  shall  be defined as that Stipulation, Waiver and Order dated May 25,
2000  entered  in  Case  No. 7099344003-C (the "2000 Order"), a true and correct
copy  of which is attached hereto as Exhibit I, and that Stipulation and Waiver;
Decision  and  Order  dated  June  28,  2001  entered  in Case Nos, 7400271001D,
7400271001E, 7400271001F, 7400271001G, 7400271001H, 7400271001K, 7400271001L and
7400271001M  (the  "2001  Order"),  a true and correct copy of which is attached
hereto  as  Exhibit  J.  In  furtherance and not in limitation of the foregoing,
Emeritus  shall  designate an individual currently in its employ who, subject to
Owner's  review  and approval, which will not be unreasonably withheld, shall be
hired/engaged  by Owner, to act as the training officer required by the terms of
Paragraph  6(O)  of  the  2001  Order  (the  "Training  Officer").

          V.  Emeritus'  and  Owner's  Representative:  Emeritus hereby appoints
              ---------------------------------------
Frank  Ruffo (the "Emeritus' Representative") as the person employed by Emeritus
with  whom  Owner  shall  interact  and  upon  whose  decisions  Owner  shall be
authorized  to  rely,  and  Owner  hereby  appoints  Walt  Bowen  (the  "Owner's
Representative")  as  the  person  employed  by  Owner  with whom Emeritus shall
interact  and  upon  whose  decisions Emeritus shall be authorized to rely, with
respect  to the performance by Emeritus of its duties hereunder.  Emeritus shall
have  the  right  from time to time during the term of this Agreement to replace
the  Emeritus'  Representative  upon  written  notice  to  Owner designating the
replacement Emeritus' Representative and Owner shall have the right from time to
time  during  the  term  of this Agreement to replace the Owner's Representative
upon  written  notice  to  Emeritus  designating  the  replacement  Owner's
Representative.  Nothing  herein  shall  be  construed  as imposing any personal
liability on the Emeritus' Representative or Owner's Representative with respect
to  the  acts  or  omissions  of  Emeritus  or  Owner,  respectively, under this
Agreement.

          VI.     Term  of  Agreement  and  Termination  Payments:
                  -----------------------------------------------

     (i)     The  Term  of this Agreement shall commence on January 1, 2002 (the
"Commencement  Date").

     (ii)     The Term of this Agreement shall terminate upon the first to occur
of  the  following:

(A)     the  occurrence  of  an  Event  of Default hereunder and the exercise by
Emeritus  or Owner, as applicable, of its right to terminate this Agreement as a
result  thereof;  or

(B)     on  written  notice  from  Owner  to  Emeritus delivered within the last
ninety  days  of  the third year of the term of this Agreement (the "Termination
Period") terminating this Agreement as of the end of the third (3rd) year of the
term  of  this  Agreement  (the "Termination Notice"); provided, however, if the
Termination Notice is not delivered by Owner within the Termination Period, then
this  Agreement shall automatically renew for successive one year terms, subject
to  Owner's right to terminate the same on no less than ninety (90) days written
notice  to  Emeritus;  or

(C)     on  no  less  than  ninety (90) days written notice from either Owner or
Emeritus  as  to  all,  but  not  less  than  all,  of  the  Facilities;  or

(D)     with  respect to one or more Facilities, by Owner or Emeritus on no less
than ninety (90) days prior written notice  in the event that at any time during
the  term  of this Agreement Owner will no longer own or control such Facilities
whether  resulting  from  a  sale  or  other  reasons,  whether  voluntary  or
involuntary;  or

(E)     with  respect to one of more of the Facilities, by Owner in the event it
is  unable on or before February 28, 2002 to secure any consents of its lenders,
landlords  or  joint venture partners which may be required for it to enter into
this  Agreement  with  Emeritus (the "Third Party Consents"); provided, however,
that  Owner  shall  be solely responsible for any and all costs of securing such
Third Party Consents, including any consent fees or other consideration required
by  such landlords, lenders or joint venture partners as a condition to granting
their  consent;  or

(F)     on  receipt  by  Emeritus  of  licensure  approval  from  the  State  of
California,  in  which case Emeritus shall commence management of the Facilities
in  accordance  with  the  terms of the Agreement to Provide Management Services
between  Owner  and  Emeritus  of  even  date  herewith;  or

(G)     if  at the end of any year, the actual "Net Operating Income/Loss Before
Property"  less  "Property Insurance" and "Liability Insurance" for any Facility
as  reflected  on  the  financial  statements of the Facilities is more than ten
percent  (10%)  less  than  the  amount  for  "Net  Operating Income/Loss Before
Property"  less  "Property  Insurance" and "Liability Insurance" as reflected in
the  annual  approved  operating  budget  for such Facility but such termination
right  shall  only  apply  with  respect  to  the  affected  Facility  .

     For  the  purposes  of  Sections  VI,  VII  and VIII of this Agreement, any
termination  due  to an Owner Event of Default or a Emeritus Event of Default or
by Owner pursuant to Section VII shall be a partial termination as if there were
a  separate  Agreement  for  each Facility if the Event of Default or failure to
secure  the  necessary  Third  Party  Consent  relates  to  less than all of the
Facilities.  In  such  event, Owner's or Emeritus' required termination payments
shall only be with respect to the Facilities covered by the partial termination.

     (iii)   In  the event of the termination of this Agreement prior to the end
of  the  third  year  of this Agreement, the following payments shall be due and
owing  from  Emeritus  or  Owner,  as  applicable:

(A)     In  the  event of the termination of this Agreement by Owner as a result
of the occurrence of a Emeritus Event of Default, Emeritus shall pay to Owner an
amount  equal  to  one  month's Service Fee concurrently with the termination of
this  Agreement.

     (B)     In  the event of the termination of this Agreement during the first
year  either  by  Emeritus  as  a  result of the occurrence of an Owner Event of
Default  of  the  Term or by Owner pursuant to Section VI(ii)(C) other than with
respect  to  the  Bowen  Facility  (as  hereinafter defined), Owner shall pay to
Emeritus an amount equal to the difference between the aggregate Service Fee due
during  the first year of the Term and the Service Fee actually paid to Emeritus
to  the date of such termination.  For purposes hereof, the Bowen Facility shall
mean  the  Facility  located  in  Santa  Cruz,  California.

(C)     In  the event of the termination of this Agreement at any time after the
first  year  of  the Term either by Emeritus as a result of the occurrence of an
Owner Event of Default or by Owner pursuant to Section VI(ii)(C) Owner shall pay
to  Emeritus  an  amount  equal to the then applicable Service Fee multiplied by
three.

(D)     In  the  event of the termination of this Agreement by Emeritus pursuant
to  SectionVI(ii)(C)  no  payment  shall  be  due  from  Emeritus  to Owner upon
termination  and  in  the  event  of  the termination of this Agreement by Owner
pursuant  to  Section  VI(ii)(E)  or  (F)  no payment shall be due from Owner to
Emeritus  upon  termination.

(iv)     Examples  of  the  calculation  of the termination fees due pursuant to
this  Section  VI  are  set  forth  in  Exhibit  K.

     (v)     In  the  event  of  the  termination  of this Agreement by Owner or
Emeritus  in  accordance with the terms hereof, (A) no such termination shall be
effective  until  all  amounts  due  and  owing  from  one party to the other in
accordance  with  the  terms  of  this Agreement, including the monetary damages
specifically  provided for in Sections VI(a) and (b), but specifically excluding
any  other  damages  alleged to have been suffered by a party as a result of the
termination  of this Agreement after the occurrence of an Event of Default, have
been  paid  in full and (B) Emeritus shall cooperate with Owner or its designee,
at  no  cost  to Emeritus and without the assumption of any further liability by
Emeritus  other  than the liability imposed on Emeritus under this Agreement, in
an  orderly transition of accounting responsibility for the affected Facility or
Facilities  to  Owner  or  its  designee.

     VII.     Default:  Either  party may terminate this Agreement, as specified
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in  this  Section V, in the event of a default ("Event of Default") by the other
party.

          (a)     With  respect  to  Emeritus, it shall be an "Event of Default"
hereunder:

     (i)     If  Emeritus  shall  fail  to keep, observe or perform any material
agreement,  term or provision of this Agreement, and such default shall continue
for  a  period  of forty five (45) days (subject to the force majeure provisions
below)  after  notice  thereof shall have been given to Emeritus by Owner, which
notice shall specify in detail the event or events constituting the default;  or

     (ii)     If Emeritus shall (A) apply for or consent to the appointment of a
receiver,  trustee or liquidator of Emeritus of all or a substantial part of its
assets,  (B)  file  a  voluntary petition in bankruptcy, or admit in writing its
inability to pay its debts as they become due, (C) make a general assignment for
the  benefit  of  creditors,  or  (D)  file  a  petition  or  an  answer seeking
reorganization  or  arrangement  with  creditors  or  taking  advantage  of  any
insolvency law, or if an order judgment or decree shall be entered by a court of
competent jurisdiction, on the application of a creditor, adjudicating Emeritus,
a  bankrupt  or  insolvent  or  approving  a  petition seeking reorganization of
Emeritus, or appointing a receiver, trustee or liquidator of Emeritus, of all or
a  substantial  part  of  its  assets.

          (b)     With  respect  to  Owner,  it  shall  be  an  Event of Default
hereunder:

     (i)     If  Owner  shall  fail  to  make or cause to be made any payment to
Emeritus  required  to  be  made  hereunder  (other  than  its  working  capital
obligation  which  is addressed in clause (iii)) and such failure shall continue
for  a  period  of thirty (30) days after notice, which notice shall specify the
payment  or  payments  which  Owner  has  failed  to  make;

     (ii)     If  Owner  shall  fail  to  keep,  observe or perform any material
agreement,  term  or provision of this Agreement and such default shall continue
for  a period of forty five (45) days after notice (subject to the force majeure
provisions  below),  which  notice  shall  specify in detail the event or events
constituting  the  default  thereof  by  Emeritus  to  Owner;

     (iii)     If  Owner  shall  fail  to provide necessary working capital upon
demand  by  Emeritus with respect to the payment of the Daily Operating Expenses
or the Service Fee due to Emeritus within the time provided in Section I(h), and
such  failure  continues uncured for five (5) business days after Emeritus gives
Owner  notice  of  such  failure;

     (iv)     If Owner shall fail to make payments, or keep any covenants, owing
to  any  third  party  which  are beyond the control of Emeritus to make or keep
(which  for  purposes  hereof  shall include any covenants by which Owner may be
bound  as  of  the  Commencement Date (the "Pre-Existing Covenants") or to which
Owner  may  agree  to  be  bound  after  the Commencement Date without the prior
approval  of Emeritus (the "Unapproved Covenants")), and which would cause Owner
to  lose  possession  of  the  Facilities  or  any personal property required to
operate  the  Facilities in the normal course; provided that Emeritus shall give
Owner prompt notice of any such payment and failure to pay of which Emeritus has
knowledge;

     (v)     If  Owner  shall  be dissolved or shall apply for or consent to the
appointment  of  a  receiver,  trustee  or  liquidator  of  Owner or of all or a
substantial  part  of  its  assets,  file a voluntary petition in bankruptcy, or
admit  in  writing  its  inability  to  pay its debts as they become due, make a
general  assignment  for  the benefit of creditors, file a petition or an answer
seeking  reorganization of arrangement with creditors or taking advantage of any
insolvency  law,  or if an order, judgment or decree shall be entered by a court
of  competent jurisdiction, on the application of a creditor, adjudicating Owner
a  bankrupt or insolvent or approving a petition seeking reorganization of Owner
or appointing a receiver, trustee or liquidator of Owner of all or a substantial
part  of  its  assets;  or

     (vi)      If Owner or any of its principal officers is convicted or a crime
that  materially  affects  the  operation  or  regulation  of  the  Facilities.

     VIII.     Remedies  and  Obligations  Upon  Default:
               -----------------------------------------

     (i)     If  any  Event  of  Default  by Owner shall occur, Emeritus may, in
addition to any other remedy available to it in law or equity on account of such
Event  of  Default,  forthwith terminate this Agreement, and neither party shall
have  any  further  obligations  whatsoever  under  this  Agreement  except  for
Emeritus's  right  to  receive  damages  from  Owner  in the amount specified in
Section  IV  and  except  any  settlement  and  payment  obligations  and  other
obligations  that  by  their  nature  survive  termination  of  this  Agreement.

     (ii)     If  any  Event  of  Default by Emeritus shall occur, Owner may, in
addition to any other remedy available to it in law or equity on account of such
Event  of Default, forthwith terminate this Agreement and the exclusive right to
possession  of  the  Facilities granted to Emeritus hereunder, and neither party
shall  have  any  further obligation whatsoever under this Agreement; except for
Owner's  right  to  receive  payment  of  liquidated damages from Emeritus in an
amount  specified  in  Section  IV.

     IX.     Accounting  and  Consulting  Fee:
             --------------------------------

     (i)     In  consideration for the provision of the services contemplated in
this Agreement and the provision of the Training Officer, Emeritus shall receive
a  fee of $8,000 per month for each of the Facilities other than the West Covina
and Merced Facilities as to which the fee shall be $2,000 per month per Facility
until  Owner is licensed to operate the West Covina Facility, which is currently
anticipated  to  be  on  or  about March 1, 2002, at which time the fee shall be
increased  to  $8,000  per month for the West Covina Facility and until Owner is
licensed to operate the Merced Facility, which is currently anticipated to be on
or  about  March 1, 2002, at which time the fee shall be increased to $8,000 per
month  for  the  Merced Facility (the "Services Fee"). The Services Fee shall be
increased  by  5%  on  the  second  anniversary  of  the  Commencement  Date.

     (ii)     If the services of Emeritus commence or terminate (for any reason,
including  those  set  forth  in Paragraph V) other than on the first day of the
month,  the  revenues  upon  which  the  fee  is calculated shall be prorated in
proportion  to  the  number  of  days  for which services are actually rendered.

     (iii)     The  Services  Fee  provided  for  herein  shall  be disbursed by
Emeritus  to  itself  out  of  the  Depository  Account  in  accordance with the
provisions  of  Section  III.

     (iv)     Any  amounts  due  from  Owner  to  Emeritus  or Emeritus to Owner
pursuant  to  this Section IX which are not paid when due shall bear interest at
the  annual rate equal to the Prime Rate as set forth in the Money Rates Section
of  The  Wall  Street Journal (as the same may change from time to time) plus 5%
from  the  date  due  to  the  date  paid  in  full.

     X.     Assignment:  This  Agreement  shall  not be assigned by either party
            ----------
without  the  prior  written  consent  of  the  other  party; provided, however,
Emeritus  shall  have  the  right to assign this Agreement to an entity which is
owned  or  controlled  by Emeritus or its principal shareholder, Daniel R. Baty,
without  the  prior  written  consent  of  Owner.

     XI.     Notices:  All  notices  required  or  permitted  hereunder shall be
             -------
given  in  writing  by  hand  delivery, by registered or certified mail, postage
prepaid,  by  overnight  delivery  or  by  facsimile  transmission (with receipt
confirmed  with  the  recipient).  Notice  shall  be  delivered or mailed to the
parties at the following addresses or at such other places as either party shall
designate  in  writing.  All notices shall be deemed duly given when delivery is
received  or  refused  by  a party if delivered by hand, three (3) business days
after  being  deposited in the mails if sent by registered or certified mail, on
the next business day if sent by overnight delivery and on confirmed receipt, if
sent  by  facsimile  transmission.

          To  Emeritus:     Emeritus  Corporation
                    3131  Elliott  Avenue
                    Suite  500
                    Seattle,  WA  98121
                    Facsimile:     206-301-4500
                    Attn:          Raymond  R.  Brandstrom,  Vice  President
-Finance

          To  Owner:     Regent  Assisted  Living,  Inc.
                    Bank  of  America  Building
                    121  SW  Morrison
                    Suite  100
                    Portland,  OR  97201
                    Facsimile:     503-274-4685
                    Attn:          Walt  Bowen,  President


     XII.     Relationship  of  the  Parties:  The  relationship  of the parties
              ------------------------------
shall  be that of principal and independent contractor and all acts performed by
Emeritus  during  the term hereof as Emeritus of the Facility shall be deemed to
be performed in its capacity as an independent contractor.  Nothing contained in
this  Agreement is intended to or shall be construed to give rise to or create a
partnership  or joint venture or lease between Owner, its successors and assigns
on  the  one  hand,  and Emeritus, its successors and assigns on the other hand.
Notwithstanding  the  foregoing, Emeritus shall be authorized to execute certain
documents in the course of the day to day operation of the Facility as the agent
of  Owner, such as credit applications for supplies, banking resolutions for the
Depository  Account,  utility  deposit  forms,  etc.

     XIII.     Indemnification:  Emeritus  shall  indemnify,  defend  and  hold
               ---------------
harmless  Owner  from any loss incurred by or damage to Owner where such loss or
damage  results  from  the  negligence  or  willful  misconduct  of  Emeritus in
performing  its  obligations  under  this  Agreement  or  from  a breach of this
Agreement  by  Emeritus;  provided, however, Owner specifically acknowledges and
agrees  that  nothing  in  this  Section XIII shall be construed as imposing any
liability  on  Emeritus  for  any insurance deductibles for which Owner shall be
solely  responsible.  Owner  shall  indemnify, defend and hold Emeritus harmless
from  any  loss  incurred  by  or  damage  to Emeritus where such loss or damage
results  from  the  negligence  or willful misconduct of Owner in performing its
obligations  under  the  Agreement  or from a breach of this Agreement by Owner.

     XIV.     Entire  Agreement:  This  Agreement  contains the entire agreement
              -----------------
between  the  parties  relating  to  the  operation of the Facility and shall be
binding  upon  and  inure  to the benefit of their successors and assigns.  This
Agreement  may not be modified or amended except by written instrument signed by
both  of  the  parties  hereto.

     XV     Captions:  The captions used herein are for convenience of reference
            --------
only  and  shall  not  be  construed in any manner to limit or modify any of the
terms  hereof.

     XVI.     Arbitration:  In  the  event  of  any  dispute  among  the parties
              -----------
regarding the Facilities or this Agreement, the parties agree to submit the same
to  resolution  before an arbitrator, in the case of disputes alleged to involve
less  than  $250,000,  and  before  a panel of three arbitrators, in the case of
disputes  alleged  to  involve $250,000 or more, selected by mutual agreement of
the  parties or, if the parties are unable to agree on an arbitrator or panel of
arbitrators  within  a  period  of  twenty  (20)  days,  selected  by a court of
competent  jurisdiction.  Such  arbitration shall be held in accordance with the
rules of the American Arbitration Association and the decision of the arbitrator
shall  be  final  and  binding  on the parties and may be enforced by a court of
competent  jurisdictionThe  party  requesting arbitration shall do so by giving
notice  to  that  effect  to the other party, specifying in reasonable detail in
said  notice  the  nature  of  the dispute; provided, however, in the event that
notwithstanding  the  terms  hereof, a party commences legal proceedings, rather
than  arbitration  proceedings,  before  a  court of competent jurisdiction, the
other  party  shall  be  deemed to have forfeited its right to have such dispute
determined  by  binding  arbitration  in accordance with this Section XVI unless
within thirty (30) days after being served with the first pleading in such legal
proceedings,  it  files a motion to dismiss such legal proceedings and serves on
the  other party notice of its intent to submit such dispute to arbitration. Any
party  who  fails  to submit to binding arbitration following a lawful demand by
the  other  party  shall  bear  all  costs  and  expenses,  including reasonable
attorneys  fees  (including  those incurred in any trial, bankruptcy proceeding,
appeal or review) incurred by the other party in obtaining a stay of any pending
judicial  proceeding  concerning  a dispute which by the terms of this Agreement
has  been  properly  submitted  to  mandatory  arbitration  and/or in compelling
arbitration  of  any  dispute.  All  disputes  under  this  Section XVI shall be
determined  in  the City of Portland, Oregon, if the arbitration is initiated by
Owner and in the City of Seattle, Washington, if the arbitration is initiated by
Emeritus, by a single arbitrator.  All arbitrators shall be a licensed attorneys
having  at  least  ten  (10)  years  experience,  with  at  least five (5) years
experience with assisted living facility sale, lease or management transactions.
The award in such arbitration may be enforced on the application of either party
by  the  order of judgment of a court of competent jurisdiction.  The prevailing
party  shall  be  entitled  to  recover  the reasonable fees and expenses of its
attorneys  and  experts.  The  arbitrator(s)  shall  resolve  all  disputes  in
accordance  with  the substantive law of the state of Oregon.  The arbitrator(s)
shall  have  no  authority  or  jurisdiction  to  award any damages or any other
remedies  beyond  those  which  could have been awarded in a court of law if the
parties had litigated the claims instead of arbitrating them.  The parties shall
not  assert any claim for punitive damages .  The Federal Arbitration Act, Title
9  of  the  United  States  Code, is applicable to this transaction and shall be
controlling  in  any  judicial  proceedings  and in the arbitration itself as to
issues  of  arbitrability  and procedure.  Nothing herein shall preclude a party
from  curing  either their own or the other party's alleged default which is, or
could  be,  the  subject  of an arbitration proceeding under this Section XVI or
from  seeking  equitable  relief which the arbitrator or panel of arbitrators is
not  empowered  to  award,  such  as  an injunction, receivership, attachment or
garnishment.

     XVII.     Severability:  In  the  event  one  or  more  of  the  provisions
               ------------
contained in this Agreement is deemed to be invalid, illegal or unenforceable in
any  respect  under applicable law, the validity, legality and enforceability of
the  remaining  provisions  hereof  shall  not  in  any way be impaired thereby.

     XVIII.     Cumulative; No Waiver:  No right or remedy herein conferred upon
                ---------------------
or  reserved  to either of the parties hereto is intended to be exclusive of any
other  right  or remedy, and each and every right and remedy shall be cumulative
and  in  addition  to  any  other  right  or  remedy  given hereunder, or now or
hereafter legally existing upon the occurrence of an Event of Default hereunder.
The  failure  of  either  party  hereto  to  insist  at any time upon the strict
observance  or  performance  of  any  of  the provisions of this Agreement or to
exercise  any right or remedy as provided in this Agreement shall not impair any
such  right or remedy or be construed as a waiver or relinquishment thereof with
respect  to subsequent defaults.  Every right and remedy given by this Agreement
to  the parties hereof may be exercised from time to time and as often as may be
deemed  expedient  by  the  parties  thereto,  as  the  case  may  be.

     XIX.     Authorization  for  Agreement:  The  execution  and performance of
              -----------------------------
this  Agreement by Owner and Emeritus have been duly authorized by all necessary
laws,  resolutions or corporate action, and this Agreement constitutes the valid
and  enforceable obligations of Owner and Emeritus in accordance with its terms.

     XX.     Counterparts:  This  Agreement  may  be  executed  in any number of
             ------------
counterparts,  each  of  which  shall  be an original, and each such counterpart
shall  together  constitute  but  one  and  the  same  Agreement.

     XXI.     Confidentiality:  Throughout  the Term of this Agreement and for a
              ----------------
period  of  one  (1)  year  after  the expiration or earlier termination of this
Agreement,  each of Emeritus and Owner agrees to maintain the confidentiality of
any  proprietary  information concerning the other or the Facility to which they
may  gain  access  during the term of this Agreement and shall only disclose the
same  with  the consent of the other party or as required by an order of a court
of  competent  jurisdiction.

     XXII.  Construction:  Each  of  the parties acknowledges and agrees that it
            -------------
has  participated  in  the  drafting  and  negotiation  of  this  Agreement.
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 have hereto caused this Agreement to
be  duly  executed,  as  of  the  day  and  year  first  above  written.

                    REGENT  ASSISTED  LIVING,  INC.

                    By:     /s/    Walt  Bowen
                         Walt  Bowen
                    Its:     _____________________________________


                    EMERITUS  CORPORATION

                    By:     /s/    Raymond  R.  Brandstrom
                         Raymond  R.  Brandstrom
                    Its:     _____________________________________

<PAGE>


                                    EXHIBIT A
                           DESCRIPTION OF THE FACILITY

<PAGE>
                                    EXHIBIT B
                         ACCOUNTING TRANSITION SERVICES

<PAGE>
                                    EXHIBIT C
               ADDITIONAL FACILITY SPECIFIC REPORTING OBLIGATIONS

<PAGE>
                                    EXHIBIT D
                          FORM OF FINANCIAL STATEMENTS

<PAGE>
                                    EXHIBIT E
                        FACILITY BANK ACCOUNT INFORMATION

<PAGE>
                                    EXHIBIT F
                             REGENT FEES BY FACILITY

<PAGE>
                                    EXHIBIT G
                   RENT AND DEBT SERVICE PAYMENTS BY FACILITY

<PAGE>
                                    EXHIBIT H
                              MINIMUM BANK BALANCES

<PAGE>
                                    EXHIBIT I
                                   2000 ORDER

<PAGE>
                                    EXHIBIT J
                                   2001 ORDER


<PAGE>
                                    EXHIBIT K
                         CALCULATION OF TERMINATION FEES



<PAGE>



<PAGE>