FIRST AMENDMENT TO SALE CONTRACT
                        --------------------------------
     THIS  FIRST  AMENDMENT  TO  SALE  CONTRACT  (this  "AMENDMENT") is made and
entered  into  as  of  the  1st  day of May, 2002, by and between (i) INTEGRATED
LIVING  COMMUNITIES OF ALEXANDRIA, L.L.C., INTEGRATED LIVING COMMUNITIES OF LAKE
CHARLES,  L.L.C., INTEGRATED LIVING COMMUNITIES OF LAFAYETTE, L.L.C., INTEGRATED
LIVING COMMUNITIES OF HENDERSON, L.P., INTEGRATED LIVING COMMUNITIES OF OAKWELL,
L.P.,  INTEGRATED LIVING COMMUNITIES OF SAN ANTONIO, L.P., AND INTEGRATED LIVING
COMMUNITIES OF MCKINNEY, L.P. (each a "SELLER" and collectively, the "SELLERS"),
and  (ii)  EMERITUS  CORPORATION  ("BUYER").

                                    RECITALS
                                    --------

     A.     Sellers  and  Buyer  entered  into  that certain Sale Contract dated
April  4,  2002 (the "SALE CONTRACT"), under which terms and conditions were set
forth  for  Sellers  to  sell  and  Buyer  to  purchase Sellers' interest in the
Facility  Leases  and  the  Facilities  (capitalized terms not otherwise defined
herein  shall  have  the  respective  meanings  set forth in the Sale Contract).

B.     HRT  has  not delivered the Required Consent as of the date hereof, which
is  a  mutual  condition  precedent  to  closing  under  Section  12 of the Sale
Contract,  and Sellers and Buyer mutually desire to extend the Closing Date with
respect  to  the  Facilities  leased from HRT under the terms and conditions set
forth  below.

C.     An  affiliate  of  Sellers,  Integrated  Living  Communities,  L.L.C.,  a
Delaware  limited  liability company ("ILC"), leases nine vehicles pursuant to a
Motor  Vehicle  Lease  Agreement  dated  March  11,  1998 by and between ILC and
NationsBanc Leasing Corporation ("LEASE AGREEMENT").  Seven of the vehicles (the
"LEASED  FACILITY VEHICLES") benefit the Facilities (one vehicle is allocated to
each Facility), and Sellers and Buyer mutually desire to describe the accounting
treatment which will be accorded to the Leased Facility Vehicles under the terms
and  conditions  set  forth  below.

                                    AGREEMENT
                                    ---------

     NOW,  THEREFORE,  in  consideration  of the mutual promises hereinafter set
forth, and of other good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:
1.     Recitals.  The recitals set forth above are hereby incorporated as if set
       --------
     forth  herein  in  their  entirety.
2.     Amendment  to  Closing Date.  Section 6(a) of the Sale Contract is hereby
       ---------------------------
amended  to  provide that the Closing Date with respect to the Facilities leased
from  HRT  shall  mean  the earlier to occur of the date on which the conditions
precedent  to closing set forth in Section 12 of the Sale Contract are satisfied
or  May  10,  2002  (provided  that in no event shall either Sellers or Buyer be
required  to  close  unless  the  conditions precedent in Section 12 of the Sale
Contract  which  are  applicable  to  each  of  their  obligations  to close are
satisfied).   Provided  that the Closing Date for the Facilities leased from HRT
shall  occur  on  or  before  May 10, 2002, for purposes of determining Sellers'
obligation  to  fund  Operating  Losses,  as  described in Section 4 of the Sale
Contract,  and  determining prorations, as described in Section 6(d) of the Sale
Contract,  the  Closing  Date  shall  be  deemed to have occurred on May 1, 2002
("DEEMED  CLOSING  DATE").  Notwithstanding  the immediately preceding sentence,
the  Closing  Documents  shall  be  dated as of the actual Closing Date, not the
Deemed  Closing  Date;  and the term "Closing Date", for all purposes other than
those  described  in  the  immediately  preceding  sentence, shall be the actual
Closing  Date  and  not  the Deemed Closing Date.  If the Closing Date shall not
have  occurred on or before May 10, 2002, then the Closing Date shall be further
extended  to  June  1,  2002.
3.     Leased Facility Vehicles.  Payments made for debt service and/or lease or
       ------------------------
sublease  payments  with  respect to the Leased Facility Vehicles (regardless of
whether  such  payments are made to the lender under the Lease Agreement because
the  Lease  Agreement  has  been  assigned by ILC to Buyer or to ILC because the
Leased  Facility  Vehicles  have been subleased by ILC to Buyer), as well as any
vehicles leased in substitution for a Leased Facility Vehicle because the lender
under  the  Lease Agreement did not permit the assignment of the Lease Agreement
with  respect  to  the  Leased  Facility  Vehicles or the sublease of the Leased
Facility  Vehicles, and payments made with respect to the exercise of a purchase
option  on  the  Leased  Facility  Vehicles  shall each be considered a facility
expense,  which  may be included in calculating Operating Losses as described in
Section  4(a)  of  the  Sale  Contract.
4.     Counterparts;  Facsimile  Signatures.  This  Amendment may be executed in
       ------------------------------------
counterparts  which  together  will  constitute  one agreement.  For purposes of
determining  the enforceability of this Amendment, facsimile signatures shall be
deemed  originals.
5.     Successors  and  Assigns.  This Amendment shall be binding upon and inure
       ------------------------
to  the  benefit  of  the  parties  and  their  successors  and  assigns.
6.     Ratification.  All  terms and conditions of the Sale Contract not amended
       ------------
pursuant  to this Amendment are hereby ratified and confirmed and remain in full
force  and  effect.

                        [SIGNATURES FOLLOW ON NEXT PAGE]

<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned  parties  have  executed this First
Amendment  as  of  the  day  and  year  first  above  stated.

SELLERS:
-------

INTEGRATED  LIVING  COMMUNITIES  OF  ALEXANDRIA,  L.L.C.


By:     /s/    Jon  A.  DeLuca
     Jon  A.  DeLuca
     Vice  President  and  Chief  Financial  Officer


INTEGRATED  LIVING  COMMUNITIES  OF  LAKE  CHARLES,  L.L.C.


By:     /s/    Jon  A.  DeLuca
     Jon  A.  DeLuca
     Vice  President  and  Chief  Financial  Officer


INTEGRATED  LIVING  COMMUNITIES  OF  LAFAYETTE,  L.L.C.


By:     /s/    Jon  A.  DeLuca
     Jon  A.  DeLuca
     Vice  President  and  Chief  Financial  Officer


INTEGRATED  LIVING  COMMUNITIES
OF  HENDERSON,  L.P.

By:     Integrated  Living  Communities  of     Henderson  Gen-Par,  L.L.C.
     General  Partner


     By:          /s/    Jon  A.  DeLuca
          Jon  A.  DeLuca
          Vice  President  and  Chief  Financial
          Officer

                       [signatures continue on next page]
INTEGRATED  LIVING  COMMUNITIES
OF  OAKWELL,  L.P.

By:     Integrated  Living  Communities  of  Oakwell     Gen-Par,  L.L.C.
     General  Partner


     By:          /s/    Jon  A.  DeLuca
          Jon  A.  DeLuca
          Vice  President  and  Chief  Financial
          Officer


INTEGRATED  LIVING  COMMUNITIES
OF  SAN  ANTONIO,  L.P.

By:     Integrated  Living  Communities  of  San     Antonio  Gen-Par,  L.L.C.
     General  Partner


     By:          /s/    Jon  A.  DeLuca
          Jon  A.  DeLuca
          Vice  President  and  Chief  Financial
          Officer


INTEGRATED  LIVING  COMMUNITIES
OF  MCKINNEY,  L.P.

By:     Integrated  Living  Communities  of     McKinney  Gen-Par,  L.L.C.
     General  Partner


     By:          /s/    Jon  A.  DeLuca
          Jon  A.  DeLuca
          Vice  President  and  Chief  Financial
          Officer


                       [signatures continue on next page]

<PAGE>
------
BUYER:
-----

EMERITUS  CORPORATION


By:     /s/    Daniel  R.  Baty
     Daniel  R.  Baty
     Chairman  and  Chief  Executive  Officer


The  undersigned  is  executing  this  First  Amendment  for the sole purpose of
evidencing  its  agreement  to  the  provisions  hereof.


HORIZON  BAY  MANAGEMENT,  L.L.C.


By:     /s/    Jon  A.  DeLuca
     Jon  A.  DeLuca
     Vice  President  and  Chief  Financial  Officer