THIRD AMENDMENT TO SALE CONTRACT
                        --------------------------------
     THIS  THIRD AMENDMENT TO SALE CONTRACT (this "THIRD AMENDMENT") is made and
entered  into  as of the 14th day of June, 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"), and further amended by that
certain  Second  Amendment  to  Sale  Contract  dated  May 31, 2002 (the "SECOND
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 28, 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 Third Amendment may be executed
       ----------------------------------
in  counterparts  which together will constitute one agreement.  For purposes of
determining  the  enforceability  of  this Third Amendment, facsimile signatures
shall  be  deemed  originals.
4.     Successors  and  Assigns.  This Third 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 Third Amendment are hereby ratified and confirmed and remain in
full  force  and  effect.

<PAGE>

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

SELLER:
------

SENIOR  LIFESTYLE  SHREVEPORT,  L.L.C.


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


BUYER:
-----

EMERITUS  CORPORATION


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


The  undersigned  is  executing  this  Third  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