SECOND AMENDMENT TO SALE CONTRACT
                        ---------------------------------
     THIS  SECOND  AMENDMENT  TO SALE CONTRACT (this "SECOND AMENDMENT") is made
and  entered  into  as  of  the  31st  day  of  May, 2002, by and between SENIOR
LIFESTYLE  SHREVEPORT,  L.L.C.  ("SELLER"),  and EMERITUS CORPORATION ("BUYER").

                                    RECITALS
                                    --------

     A.     Seller and Buyer entered into that certain Sale Contract dated April
17,  2002,  as  subsequently  amended  by  that  certain First Amendment to Sale
Contract  dated  May  1,  2002  (the  "FIRST AMENDMENT"; collectively, the "SALE
CONTRACT"),  under  which terms and conditions were set forth for Seller to sell
and  Buyer  to  purchase  the  Facility (capitalized terms not otherwise defined
herein  shall  have  the  respective  meanings  set forth in the Sale Contract).

B.     Lender  has  not  yet  delivered  the Required Consent, which is a mutual
condition precedent to closing under Section 12 of the Sale Contract, and Seller
and Buyer mutually desire to further extend the Closing Date 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 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 June 14, 2002 (provided that in no event shall
either  Seller  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).  Nothing  in  the  foregoing  shall  be
construed to affect the operation of the final two sentences of Section 2 of the
First  Amendment.
3.     Counterparts;  Facsimile  Signatures.  This  Second  Amendment  may  be
       ------------------------------------
executed  in  counterparts  which  together  will constitute one agreement.  For
purposes  of  determining the enforceability of this Second Amendment, facsimile
signatures  shall  be  deemed  originals.
4.     Successors  and Assigns.  This Second Amendment shall be binding upon and
       -----------------------
inure  to  the  benefit  of  the  parties  and  their  successors  and  assigns.
5.     Ratification.  All  terms and conditions of the Sale Contract not amended
       ------------
pursuant  to  this Second Amendment are hereby ratified and confirmed and remain
in  full  force  and  effect.
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     IN  WITNESS  WHEREOF,  the  undersigned  parties  have executed this Second
Amendment  as  of  the  day  and  year  first  above  stated.

SELLER:
------

SENIOR  LIFESTYLE  SHREVEPORT,  L.L.C.


By:     /s/    Thilo  D.  Best
        ----------------------
     Thilo  D.  Best
     President  and  Chief  Executive  Officer


BUYER:
-----

EMERITUS  CORPORATION


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


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


HORIZON  BAY  MANAGEMENT,  L.L.C.


By:     /s/    Thilo  D.  Best
        ----------------------
     Thilo  D.  Best
     President  and  Chief  Executive  Officer