FIRST AMENDMENT TO MANAGEMENT AGREEMENT

     THIS  AGREEMENT is made and entered into as of the 15 day of February, 2002
by  and  between  Scottsdale  Assisted  LLC  ("Owner")  and Emeritus Corporation
("Manager").

                                    RECITALS

A.     Owner  and  Manager  are  parties to that Agreement to Provide Management
Services  to  Assisted  Living  Facility  dated  as  of  February  8,  2002 (the
"Management  Agreement")  with respect to an assisted living facility located in
Scottsdale,  Arizona.

B.     Owner  and Manager are interested in amending the Management Agreement to
include  a  definition  for  the term "Facility Expenses" which is used, but not
defined,  in  the  Management  Agreement.

C.     The  Management  Agreement  provides  that  it  can be amended by written
instrument  signed  by  Owner  and  Manager.

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

1.     Section  I(H)  is  hereby  amended  by deleting the 4th full sentence and
inserting  the  following  in  lieu  thereof:

Withdrawals  from  the  Facility Checking Account shall be made first to pay the
Management  Fee,  and, thereafter, to pay all costs and expenses associated with
the  ownership  or  operation of the Facility (each a "Facility Expense" and any
two  or  more  the  "Facility  Expenses")  including,  without  limitation,  any
principal  and  interest  payments  due in connection with any loan secured by a
mortgage  on the Facility, payroll, insurance, supplies, services and taxes (but
excluding  Manager's  corporate and regional overhead and all federal, state and
local  income  taxes  assessed  against Owner), all in such order of priority as
Manager  deems  appropriate  to  the  commercially  reasonable  operation of the
Facility;  provided,  however,  if a lender providing financing for the facility
requires  the  Management  Fee  to be subordinated to debt service payments then
Manager  will  not pay the Management Fee unless and until such debt service has
been  paid.  Facility  Expenses  shall  also  include  a pro rata portion of any
expenses  incurred  by  Manager  for the benefit of the Facility, as well as any
other  facilities operated by Manager (the "Other Benefited Facility"), provided
the method used to calculate the portion of such expenses which are allocated to
the  Facility  is  consistent  with  the method used by Manager to allocate such
costs  to  the  other  Benefited  Facilities.

2.     Except  as  specifically set forth herein, the Management Agreement shall
remain  in  full  force  and effect as originally executed by Owner and Manager.

3. 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.

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


                         SCOTTSDALE  ASSISTED  LLC


                         By:     /s/    Daniel  R.  Baty
                              Daniel  R.  Baty
                         Its:     Manager



                         EMERITUS  CORPORATION



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