PLEDGE AGREEMENT
     THIS AGREEMENT is made and entered into as of this 16th day of March, 2004,
by  EMERITUS  CORPORATION, a Washington corporation ("Borrower") for the benefit
of  U.S.  BANK  NATIONAL  ASSOCIATION  ("U.S.  Bank").
                                    RECITALS:
     A.     Concurrently  with the execution hereof, Borrower and U.S. Bank have
entered  into  that certain credit agreement (collectively referred to, together
with  all  renewals,  amendments, modifications and restatements thereto, as the
"Credit  Agreement")  whereby  U.S.  Bank  has  agreed  to extend certain credit
facilities  to  Borrower.
B.     To  induce U.S. Bank to enter into the Credit Agreement, Borrower desires
to  assign and pledge to U.S. Bank and to grant to U.S. Bank a security interest
in  and  to  the  Pledged  Assets  (hereafter  defined)  to  secure  the Secured
Obligations  (hereafter  defined).
NOW,  THEREFORE,  in  consideration  of  the premises and to induce U.S. Bank to
enter into the Credit Agreement and to extend credit to Borrower pursuant to the
Credit  Agreement,  Borrower  agrees  as  follows:
1.     DEFINITIONS,  ETC.
1.1     Terms  Defined
     Unless  otherwise  defined  herein,  terms  defined in the Credit Agreement
shall  have such meanings when used herein.  For the purposes of this Agreement,
the  following  terms  shall  have  the  following  meanings:
"Company"  means  Senior  Healthcare Partners, LLC, a Colorado limited liability
company.
"Event of Default" means the occurrence of any default or event of default under
the  Credit  Agreement  or  any  other  Loan  Document.
"Operating  Agreement"  means  that  certain  the Amended and Restated Operating
Agreement  of  Senior  Healthcare  Partners,  LLC  dated  as  of January 1, 2000
(together  with  all  amendments,  modifications,  supplements,  and  exhibits
thereto).
"Pledged  Assets"  means  the Pledged Membership Interest and from and after the
sale  of  the  Scottsdale  Property,  if  applicable,  the  Pledged  Note.
"Pledged  Membership  Interest"  means  (a) all of Borrower's present and future
right,  title  and  interest  in  its  membership  and ownership interest in the
Company,  (b)  Borrower's  general  intangibles  arising  out  of  or related to
Borrower's  ownership  interests  in  the  Company,  (c) the rights, powers, and
obligations  associated  with Borrower's ownership interest in the Company under
the Operating Agreement or otherwise, (d) profits, dividends, distributions, and
all  other rights to payment of Borrower arising out of or related to Borrower's
ownership  interest  in  the  Company, whether in cash, in kind, or in any other
form,  and  during  its continuance and upon its dissolution, and (e) all of the
proceeds  of  the  foregoing  in every form, including without limitation, cash,
accounts,  general  intangibles,  instruments, investment property and financial
assets.
"Pledged  Note"  means (a) all of Borrower's present and future right, title and
interest, if any, in any promissory note made by the purchaser of the Scottsdale
Property  and  payable  to  the  order of Borrower, the possession of which note
shall be delivered to U.S. Bank in the event of the receipt thereof by Borrower,
as  well  as  all  amendments, replacements and renewals thereof, (b) Borrower's
general  intangibles  arising out of or related to such promissory note, (c) the
rights,  powers,  and  obligations associated with Borrower's ownership interest
such  promissory  note,  (d)  profits,  dividends,  distributions, and all other
rights  to payment of Borrower arising out of or related to Borrower's ownership
interest  in  such  promissory  note,  whether in cash, in kind, or in any other
form,  and  (e)  all  of  the proceeds of the foregoing in every form, including
without limitation, cash, accounts, general intangibles, instruments, investment
property  and  financial  assets.
"Secured  Obligations"  means  (a) all past, present and future indebtedness and
obligations of Borrower to U.S. Bank now existing or hereafter created under the
Credit  Agreement  or  the  other  Loan  Documents,  including any refinancings,
renewals  or  extensions  of,  or substitutions thereof; (b) all liabilities and
obligations  of  Borrower  hereunder;  (c)  all costs, expenses and liabilities,
including, without limitation, reasonable attorneys' fees, which may be incurred
or  advances which may be made by U.S. Bank in any way in connection with any of
the  obligations  of  Borrower  and  any  security  therefor.
1.2     Incorporation  of  Recitals  and  Exhibits
     The  foregoing  recitals are incorporated into this Agreement by reference.
All  references  to  "Exhibits"  contained  herein  are  references  to exhibits
attached  hereto,  the  terms  of which are made a part hereof for all purposes.
2.     PLEDGE  AND  CREATION  OF  SECURITY  INTEREST
2.1     Pledge  and  Grant  of  Security  Interest
     As  security  for  the full, prompt and complete payment and performance by
Borrower  of  each of the Secured Obligations, Borrower hereby pledges, assigns,
hypothecates,  transfers and delivers to U.S. Bank the Pledged Assets or so much
thereof  as  may  from time to time be held by Borrower, it being understood and
agreed  that  as  of the date hereof the sale of the Scottsdale Property has not
occurred  and  accordingly  Borrower  is not the holder of the Pledged Note, but
that  it  is  the  intent  of  the  parties  that  if,  and upon the sale of the
Scottsdale  Property  by  Borrower  and  the  delivery  of  the  Pledged Note to
Borrower,  the same shall be included in the Pledged Assets without the need for
further  action  or  execution of further documents by Borrower or by U.S. Bank.
Borrower  further  grants  to  U.S.  Bank  a security interest under the Uniform
Commercial  Code  of  the state of Washington, as amended, in and to the Pledged
Assets.
2.2     Voting  Rights
     Unless and until an Event of Default shall have occurred, Borrower shall be
permitted  to  exercise  all voting, corporate, consensual and other rights with
respect  to  the  Pledged  Membership  Interest, provided, however, that no vote
shall  be cast or corporate right exercised or other action taken which, in U.S.
Bank's  reasonable  judgment,  would  impair  the Pledged Membership Interest or
which  would be inconsistent with or result in any violation of any provision of
this  Agreement,  or  the  other  Loan  Documents.
3.     REPRESENTATIONS  AND  WARRANTIES
     Borrower  hereby  represents  and  warrants  that:
3.1     No  Approvals
     No  consent, license, permit, approval or authorization of, or filing with,
or  notice or report to, or registration, filing or declaration with, any Person
(including,  without  limitation,  any  governmental  authority  or creditors of
Borrower),  by  Borrower is required in connection with the execution, delivery,
performance, validity or enforceability by or against Borrower of this Agreement
other  than  those  consents,  licenses,  permits,  approvals,  authorizations,
filings,  registrations  or  declarations  which  have  been received or made by
Borrower  prior  to  the  execution  of  this  Agreement.
3.2     Enforceability
     This  Agreement  has  been  duly  executed  and  delivered  by Borrower and
constitutes  a  legal,  valid and binding obligation of the Borrower enforceable
against Borrower in accordance with its terms, except as such enforceability may
be  limited  by  creditors  rights  laws  and  general  principles  of  equity.
3.3     Other  Agreements
     The  execution,  delivery and performance of this Agreement do not and will
not  violate  any requirement of law or any contractual obligation applicable to
or  binding  upon  Borrower.
3.4     Litigation
     No  litigation,  arbitration,  investigation or proceeding of or before any
arbitrator  or  governmental  authority  is pending or, to the best knowledge of
Borrower,  threatened  with respect to this Agreement or any of the transactions
contemplated  hereby.
3.5     Ownership;  Title
     (a)     Borrower is the record, legal and beneficial owner of, and has good
and  marketable  title  to,  the  Pledged  Membership Interest and if and upon a
closing  of  the  sale  of the Scottsdale Property will be the record, legal and
beneficial  owner  of,  and  will  have good and marketable title to the Pledged
Note.  As  of  the  date  of this Agreement, Borrower holds  29.5 percent of the
membership  interests  of  the  Company.
(b)     Borrower  will,  at its own expense, defend U.S. Bank's right, title and
security  interest  in  and to the Pledged Assets or so much thereof as may from
time to time be pledged to U.S. Bank in accordance with the terms hereof against
the  claims  of  any  Person.
3.6     No  Encumbrances
     Borrower  represents  that all of the Pledged Assets are, or as of the date
on  which Borrower acquires title thereto, in the case of the Pledged Note, will
be,  owned  by  the  Borrower free of any pledge, mortgage, hypothecation, lien,
charge, encumbrance or security interest in such shares or the proceeds thereof,
except  for  that  granted  hereunder.
3.7     First  Priority  Lien
     The  lien  against  the  Pledged  Assets granted pursuant to this Agreement
constitutes, or upon and at the time of Borrower's acquisition of title thereto,
in  the  case  of  the  Pledged  Note, will constitute, a valid, perfected first
priority  lien  on the Pledged Assets, enforceable as such against all creditors
of the Borrower and any Persons purporting to purchase any of the Pledged Assets
from  Borrower.
3.8     Investment  Company
     Borrower  is  not  an  "investment company" or a company "controlled" by an
"investment  company"  (as  each  of  the quoted terms is defined or used in the
Investment  Company  Act  of  1940,  as  amended).
3.9     Continuing  Representations
     Borrower  agrees that the foregoing representations and warranties shall be
deemed  to  have been made by Borrower on the date of each borrowing by Borrower
from U.S. Bank on and as of such date as though made hereunder on and as of such
date.
4.     COVENANTS
     Borrower  covenants and agrees with U.S. Bank that, from and after the date
of  this  Agreement  until  the  Secured  Obligations  are  paid  in  full:
4.1     Endorsement  and  Delivery
     (a)     In  the  event  of  the  sale  of  the  Scottsdale Property and the
delivery  to  Borrower  of  the  Pledged  Note,  Borrower shall deliver physical
possession of the original Pledged Note to U.S. Bank, endorsed as follows:  "Pay
to  the  order  of  U.S.  Bank  National  Association."
(b)     In  the  event  that  there  are  issued  to  Borrower  any certificates
evidencing  any  of  the Pledged Membership Interest, Borrower shall immediately
deliver  physical  possession  of  such  certificates  to U.S. Bank so that U.S.
Bank's  security  interest  may  be  properly perfected by possession, and shall
deliver  with  each  such  certificate  an  executed  assignment  separate  from
certificate  in  a  form  designated  by  U.S.  Bank.
4.2     No  Other  Liens
     Borrower  will  not  create or permit the existence of any lien or security
interest  other  than  that  hereby  created  on  the Pledged Assets without the
written  consent  of  U.S.  Bank.
4.3     Duty  With  Respect  to  Payments;  Distributions
     (a)     If  Borrower  shall,  as  a  result  of Borrower's ownership of the
Pledged  Membership  Interest,  become  entitled to receive or shall receive any
stock certificate (including, without limitation, any certificate representing a
stock  dividend  or  a  distribution  in  connection  with any reclassification,
increase  or  reduction  of capital or any certificate issued in connection with
any  reorganization),  option or rights, whether in addition to, in substitution
of,  as  a conversion of, or in exchange for the Pledged Membership Interest, or
otherwise  in  respect  thereof,  Borrower  shall accept the same as U.S. Bank's
agent,  hold  the  same in trust for U.S. Bank and deliver the same forthwith to
U.S. Bank in the exact form received, duly endorsed by Borrower to U.S. Bank, if
required,  together  with  an undated stock power covering such certificate duly
executed  in  blank and with, if U.S. Bank so requests, signature guaranteed, to
be  held  by  U.S.  Bank  hereunder  as  collateral  security  for  the  Secured
Obligations.  Any  sums paid upon or in respect of any of the Pledged Membership
Interest  upon  the liquidation or dissolution of the Company shall be paid over
to  U.S.  Bank to be held by it hereunder as collateral security for the Secured
Obligations,  and  in  case  any  distribution of capital shall be made on or in
respect  of the Pledged Membership Interest or any property shall be distributed
upon  or  with  respect  to  the  Pledged  Membership  Interest  pursuant to the
recapitalization  or  reclassification of the capital of the Company or pursuant
to the reorganization thereof, the property so distributed shall be delivered to
U.S.  Bank to be held by it, subject to the terms hereof, as collateral security
for  the  Secured  Obligations.  If  any  sums  of  money or property so paid or
distributed  in  respect of the Pledged Membership Interest shall be received by
Borrower,  Borrower  shall, until such money or property is paid or delivered to
U.S.  Bank,  hold such money or property in trust for U.S. Bank, segregated from
other  funds  of  Borrower,  as collateral security for the Secured Obligations.
Notwithstanding  the  foregoing,  prior  to the occurrence and continuance of an
Event  of  Default,  Borrower  shall  be  entitled  to  receive  and  retain any
distributions  made  to the members of the Company in the ordinary course of its
business.
4.4     Sale  or  Encumbrance
     Without the prior written consent of U.S. Bank, Borrower will not (a) sell,
assign,  transfer,  exchange  or  otherwise dispose of, or grant any option with
respect to, the Pledged Assets, or (b) create, incur or permit to exist any lien
or  option  in  favor of, or any claim of any Person with respect to, any of the
Pledged  Assets,  or  any  interest therein, except for the lien provided for by
this Agreement.  Borrower will defend the right, title and interest of U.S. Bank
in  and  to  the  Pledged  Assets  against the claims and demands of all Persons
whomsoever  other  than  Persons  making  a  claim  as  a  result of the acts or
omissions  of  U.S.  Bank.
4.5     Further  Assurances
     At  any  time and from time to time, upon the written request of U.S. Bank,
and at the sole expense of Borrower, Borrower will promptly and duly execute and
deliver  such further instruments and documents and take such further actions as
U.S. Bank may reasonably request for the purposes of obtaining or preserving the
full  benefits  of  this  Agreement and of the rights and powers herein granted.
If,  in  addition to the Pledged Note, any amount payable under or in connection
with  the  Pledged  Assets  shall be or become evidenced by any promissory note,
other  instrument or chattel paper, such note, instrument or chattel paper shall
be  immediately delivered to U.S. Bank duly endorsed in a manner satisfactory to
U.S.  Bank  to  be  held  as  collateral  pursuant  to  this  Agreement.
4.6     Indemnification
     Borrower  agrees  to  pay, and to save U.S. Bank harmless from, any and all
liabilities  with respect to, or resulting from any delay in paying, any and all
stamp,  excise,  sales or other taxes (except for the tax imposed on the overall
net  income  of U.S. Bank) which may be payable or determined to be payable with
respect  to  any  of  the  Pledged  Assets  or  in  connection  with  any of the
transactions  contemplated  by  this  Agreement.
4.7     Private  Sale
     Borrower recognizes that U.S. Bank may be unable to effect a public sale of
any  or all of the Pledged Assets, and may be compelled to resort to one or more
private  sales  thereof.  Borrower acknowledges and agrees that any such private
sale  may  result  in prices and other terms less favorable to U.S. Bank than if
such  sale  were  a  public sale and, notwithstanding such circumstances, agrees
that  any  such  private  sale  shall  not  be  deemed  to  have  been made in a
commercially  unreasonable  manner  merely  because  it  was  a  private  sale.
5.     RIGHTS  AND  REMEDIES
5.1     Remedies
     Upon the occurrence and during the continuance of an Event of Default, U.S.
Bank  may exercise, in addition to all other rights and remedies granted in this
Agreement  and  in  any  other  instrument  or agreement securing, evidencing or
relating  to the Secured Obligations, all rights and remedies of a secured party
under  the Uniform Commercial Code of the state of Washington.  Without limiting
the  generality of the foregoing, upon the occurrence and during the continuance
of an Event of Default, U.S. Bank without demand of performance or other demand,
presentment,  protest,  advertisement  or  notice of any kind (except any notice
required  by  the Credit Agreement, any of the other Loan Documents or by law or
referred  to  below)  to  or  upon Borrower or any other Person (all and each of
which  demands,  defenses,  advertisements  and notices are hereby waived to the
extent  not  prohibited  by  law),  may in such circumstances forthwith collect,
receive,  appropriate  and realize upon the Pledged Assets, or any part thereof,
and/or  may  forthwith  sell,  assign,  give an option or options to purchase or
otherwise  dispose  of  and  deliver  the Pledged Assets or any part thereof (or
contract  to  do  any  of  the  foregoing),  in one or more parcels at public or
private  sale or sales, in the over-the-counter market, at any exchange broker's
board  or  at U.S. Bank's offices or elsewhere upon such terms and conditions as
it  may  deem  advisable  and at such prices as it may deem best, for cash or on
credit  or for future delivery without assumption of any credit risk.  U.S. Bank
shall  have  the  right  upon  any  such public sale or sales and, to the extent
permitted  by  law, upon any such private sale or sales to purchase the whole or
any part of the Pledged Assets so sold, free and clear of any right or equity of
redemption  in  Borrower,  which right or equity is hereby waived or released to
the extent not prohibited by law.  U.S. Bank shall apply the net proceeds of any
such  collection,  recovery,  receipt, appropriation, realization or sale, after
deducting  all  reasonable  costs and expenses of every kind incurred therein or
incidental to the care or safekeeping of any of the Pledged Assets or in any way
relating  to the Pledged Assets or the rights of U.S. Bank hereunder, including,
without  limitation, reasonable attorneys' fees and disbursements to the payment
in  whole  or  in part of the Secured Obligations in such order as U.S. Bank may
elect, and only after such application and after the payment by U.S. Bank of any
other  amount  required  by any provision of law, need U.S. Bank account for the
surplus,  if  any,  to  Borrower.
5.2     Rights  re  Pledge  Assets
     If  an Event of Default shall occur:  (a) U.S. Bank shall have the right to
receive any and all cash including cash dividends paid in respect of the Pledged
Assets  and make application thereof to the Secured Obligations in such order as
it may determine and, subject to the provisions of Section 16.2 of the Operating
Agreement  as  in  effect  as  of  the date of this Agreement, (b) if and to the
extent  not  previously done, the Pledged Assets shall be registered in the name
of  U.S.  Bank  or  its  nominee,  and  U.S.  Bank or its nominee may thereafter
exercise  (i)  all  voting, corporate, consensual and other rights pertaining to
the  Pledged  Assets  and  (ii)  any  and  all  rights  of conversion, exchange,
subscription  and  any  other  rights,  privileges  or options pertaining to the
Pledged  Assets  as  if  it  were the absolute owner thereof (including, without
limitation,  in  the  case  of  the  Pledged  Membership  Interest, the right to
exchange  at  its discretion any and all of the Pledged Membership Interest upon
the merger, consolidation, reorganization, recapitalization or other fundamental
change  in  the  corporate  structure  of  the  Company, or upon the exercise by
Borrower  or  U.S.  Bank  of  any  right, privilege or option pertaining to such
Pledged  Assets,  and  in connection therewith, the right to deposit and deliver
any  and  all of the Pledged Membership Interest with any committee, depositary,
transfer  agent,  registrar  or  other  designated  agency  upon  such terms and
conditions  as  it  may  determine), all without liability except to account for
property  actually  received by it, but U.S. Bank shall have no duty to exercise
any such right, privilege or option and shall not be responsible for any failure
to  do  so  or  delay in so doing absent gross negligence or willful misconduct.
5.3     Right  to  Proceed  Against  Pledged  Assets
     The  rights  of  U.S. Bank hereunder shall not be conditioned or contingent
upon the pursuit by U.S. Bank of any right or remedy against Borrower or against
any  other Person which may be or become liable in respect of all or any part of
the  Secured  Obligations  or  against  any other collateral therefor, guarantee
thereof  or  right  of  offset with respect thereto.  Absent gross negligence or
willful  misconduct,  U.S.  Bank  shall not be liable for any failure to demand,
collect  or  realize upon all or any part of the Pledged Assets or for any delay
in  doing  so, nor shall it be under any obligation to sell or otherwise dispose
of any Pledged Assets upon the request of the Borrower or any other Person or to
take  any  other action whatsoever with regard to the Pledged Assets or any part
thereof except that U.S. Bank shall be required to exercise reasonable care with
respect  to  the  safe  keeping  of  collateral  in  its  possession.
5.4     Notice  of  Sale,  Etc.
     To  the  extent  permitted by applicable law and absent gross negligence or
willful  misconduct,  Borrower  waives  all  claims,  damages and demands it may
acquire against U.S. Bank arising out of the exercise by U.S. Bank of any of its
rights  hereunder.  If  any  notice  of  a proposed sale or other disposition of
Pledged  Assets shall be required by law, such notice shall be deemed reasonable
and  proper  if  given  at  least  ten  business  days before such sale or other
disposition.  To  the  extent not prohibited by applicable law, Borrower further
waives  and  agrees  not to assert any rights or privileges which it may acquire
under  applicable  law.
6.     GENERAL  PROVISIONS
6.1     Limitation  on  Duties  Regarding  Pledged  Assets
     U.S. Bank's sole duty with respect to the custody, safekeeping and physical
preservation of the Pledged Assets in its possession, shall be to deal with such
Pledged Assets in the same manner as the U.S. Bank deals with similar securities
and  property  for  its  own  account.  Absent  gross  negligence  or  willful
misconduct,  neither  U.S.  Bank  nor any of its respective directors, officers,
employees  or  agents  shall be liable for failure to demand, collect or realize
upon  any  of  the Pledged Assets or for any delay in doing so or shall be under
any  obligation  to  sell  or  otherwise  dispose of any Pledged Assets upon the
request  of  Borrower  or  otherwise.
6.2     Waivers  by  Borrower
     Except  for  notices  specifically  required by the Credit Agreement or the
other  Loan  Documents,  including  this  Agreement,  Borrower hereby (a) waives
notice  of  any advances made by U.S. Bank or pursuant to any extension, renewal
or  modification  thereof;  (b) waives, with respect to the Secured Obligations,
grace, demand, presentment, notice of dishonor and protest; (c) agrees that U.S.
Bank,  before  proceeding  against  Borrower  under this Agreement, shall not be
bound  to  exhaust its recourse or take any action against any person or entity,
or  to  proceed against any collateral or against any particular collateral, but
U.S. Bank may make such demands and take such actions as it deems advisable; (d)
agrees  that  U.S.  Bank, without affecting the liability of Borrower under this
Agreement,  may  with  or  without notice or consideration release any Person or
entity  liable  for  the  Secured  Obligations or any collateral for the Secured
Obligations;  and  (e)  waives,  with  respect  to  the Secured Obligations, any
defense based upon any change in the name, location, composition or structure of
Borrower,  or  any  change in the type of business conducted by Borrower, or any
other  change  in  the  identity  of  legal  status  of  Borrower.
6.3     Expenses  Incurred  by  U.S.  Bank
     U.S.  Bank  is not required to, but may at its option, pay any tax or other
charge  or  expense payable by Borrower and any filing or recording fees, if the
same  are  not  paid by Borrower when due or within any applicable grace or cure
period,  and  any  amounts  so  paid shall be repayable by Borrower upon demand.
Borrower  will  also  repay  upon  demand all of U.S. Bank's reasonable expenses
incurred  in  collecting, conserving or protecting the Pledged Assets.  All such
sums shall bear interest at the default rate as provided in the Credit Agreement
from  the date of U.S. Bank's payment until Borrower's repayment.  All such sums
and  interest  thereon shall be secured by the security interest granted herein.
The  rights  granted by this Section 6.3 are not a waiver of any other rights of
U.S.  Bank  arising  from  breach  of  any  of  Borrower's  covenants.
6.4     Nonwaivers
     This Agreement shall not be qualified or supplemented by course of dealing.
No  waiver,  modification,  termination  or discharge by U.S. Bank of any of the
terms  or  conditions hereof shall be effective unless in writing signed by U.S.
Bank.  No  waiver  or  indulgence by U.S. Bank as to any required performance by
Borrower  shall constitute a waiver as to any subsequent required performance or
other  obligations  of  Borrower  hereunder.
6.5     Attorneys'  Fees,  Costs
     Borrower  agrees  to  pay  to  U.S.  Bank  any  and all costs and expenses,
including  reasonable  attorneys'  fees,  incurred by U.S. Bank in protecting or
enforcing  its rights under the terms of this Agreement, including challenges or
claims  by  Borrower  or any other person, whether or not a lawsuit is commenced
except  to  the extent the same arise from or assert gross negligence or willful
misconduct  by  U.S.  Bank.  Attorneys'  fees shall include services rendered at
arbitration,  trial  and  any  appeal  therefrom  as  well  as services rendered
subsequent  to  judgment  and  obtaining execution thereon and in any bankruptcy
proceeding  of  Borrower.  If  paid  by  U.S. Bank, the fees, costs and expenses
shall  bear  interest  at  the  then  applicable  rate as provided in the Credit
Agreement  from  the  date  paid  by  U.S.  Bank until paid in full by Borrower.
Payment  of  costs  and expenses, including attorneys' fees, shall be secured by
the  security  interest  herein  granted.
6.6     Sale  and  Assignment  by  U.S.  Bank
     U.S.  Bank  may  assign  or  transfer  the whole or any part of the Secured
Obligations,  and may transfer therewith as collateral security the whole or any
part  of  the Pledged Assets; and all obligations, rights, powers and privileges
herein  provided  shall  inure to the benefit of the assignee and shall bind the
heirs,  executors,  administrators, successors or assigns of the parties hereto.
6.7     Governing  Law
     This  Agreement  and the Secured Obligations are subject to the laws of the
State  of  Washington  and  are  to  be  construed  in  accordance  therewith.
6.8     Consent  to  Jurisdiction,  Service  and  Venue
     For  the  purpose  of  performance of the obligations under or otherwise in
connection  herewith,  Borrower hereby consents to the jurisdiction and venue of
the  courts  of  the state of Washington or of any federal court located in such
state,  including, but not limited to, the Superior Court of Washington for King
County  and  the  United  States  District  Court  for  the  Western District of
Washington.  Borrower  hereby  waives  the right to contest the jurisdiction and
venue  of  courts  located  in  King  County,  Washington,  on  the  ground  of
inconvenience  or  otherwise  and  waives  any  right  to  bring  any  action or
proceeding  against U.S. Bank in any court outside King County, Washington.  The
provisions  of  this  section do not limit or otherwise affect the right of U.S.
Bank  to  institute  and  conduct  action  in  any  other  appropriate  manner,
jurisdiction  or  court.
6.9     Jury  Waiver
     EACH  OF BORROWER AND U.S. BANK HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM ARISING OUT OF THE CREDIT AGREEMENT, THIS AGREEMENT, OR ANY OTHER LOAN
DOCUMENTS,  WHETHER  NOW  OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE, AND EACH HEREBY CONSENTS AND AGREES THAT ANY SUCH CLAIM SHALL
BE  DECIDED  BY  TRIAL WITHOUT A JURY AND THAT EITHER PARTY MAY FILE AN ORIGINAL
COUNTERPART  OR  COPY  OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
WAIVER  AND  AGREEMENT  CONTAINED  HEREIN.
6.10     Powers  Coupled  with  an  Interest
     All  authorizations  and  agencies  herein  contained  with  respect to the
Pledged  Assets  are  irrevocable  and  powers  coupled  with  an  interest.
6.11     Severability
     Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction  shall,  as  to  such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or  unenforceability  in  any
jurisdiction  shall not invalidate or render unenforceable such provision in any
other  jurisdiction.
6.12     Irrevocable  Authorization  and  Instruction  to  Company
     Borrower  hereby  authorizes and instructs the Company and the maker of the
Pledged Noted, if applicable, to comply with any instruction received by it from
U.S.  Bank  in  writing  that  (a) states that all or any portion of the Secured
Obligations  has  been declared or has become due and payable in accordance with
the  terms  of  the  Credit Agreement and remains unpaid and (b) is otherwise in
accordance  with  the  terms  of  this  Agreement,  without any other or further
instructions  from Borrower, and Borrower agrees that the Company shall be fully
protected  in  so  complying.
6.14     Notices
     All  notices,  consents,  demands,  approvals  and communications hereunder
shall  be  deemed  to  have  been  duly given, made or served, if given, made or
served  pursuant  to  and in accordance with Section 9.1 of the Credit Agreement
and  shall  be deemed received upon actual receipt or refusal of receipt thereof
as  set  forth  in  Section  9.1  of  the  Credit  Agreement.
6.15     Entire  Agreement
     This  Agreement,  together  with  the  Credit  Agreement and the other Loan
Documents,  sets  forth  all the promises, covenants, agreements, conditions and
understandings  between  the  parties  hereto with respect to the subject matter
hereof,  and  supersedes  all  prior  and  contemporaneous  agreements  and
understandings,  inducements  or conditions, express or implied oral or written,
with respect thereto, except as contained or referred to herein.  This Agreement
may  not  be amended, orally, but only by an instrument in writing signed by the
parties  hereto.
6.16     Counterparts
     This  Agreement  may be executed in one or more counterparts, each of which
shall  constitute  an  original  Agreement,  but  all  of  which  together shall
constitute  one  and  the  same  instrument.
     NOTICE:  THIS  AGREEMENT RESULTS IN YOUR WAIVER OF CERTAIN LEGAL RIGHTS AND
DEFENSES,  INCLUDING  ANY DEFENSE BASED ON U.S. BANK'S ELECTION OF REMEDIES.  IT
IS  RECOMMENDED  THAT  YOU  CONSULT  YOUR OWN ATTORNEY BEFORE ENTERING INTO THIS
AGREEMENT.

                                          EMERITUS  CORPORATION


                                          By     /s/  Willam  M.  Shorten
                                                 -------------------------------
                                          Name:  William  M.  Shorten
                                                 ------------------------------
                                          Title: Director of Real Estate Finance
                                                 -------------------------------

                                          U.S.  BANK  NATIONAL  ASSOCIATION


                                          By     /s/  Ken  Refvem
                                                 -------------------------------
                                          Name:  Ken  Refvem
                                                 -------------------------------
                                          Title: Vice  President
                                                 -------------------------------

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