Loan No. 07-0004017

                              SENIOR HOUSING RIDER

     THIS  SENIOR  HOUSING  RIDER is attached to and made a part of that certain
Loan  Agreement  dated  as  of  the  26th  day  of  August, 2002, among EMERITUS
PROPERTIES  XIV,  LLC,  a  Washington  limited  liability company, ("BORROWER"),
EMERITUS CORPORATION, a Washington corporation ("MANAGER") and HELLER HEALTHCARE
FINANCE,  INC.,  a Delaware corporation (Heller Healthcare Finance, Inc. and its
successors  and  assigns are hereinafter referred to as "LENDER"). To the extent
of any conflict between the terms and provisions of this Rider and the terms and
provisions  of  the Loan Agreement, the terms and provisions of this Rider shall
govern and control the rights and obligations of the parties; provided, however,
in  any  event,  the obligations and covenants of Borrower and Manager set forth
herein  shall  be  subject  to  the notice and cure periods set forth in Section
7.1(c)  of  the  Loan  Agreement.
R-1.     All capitalized terms not defined in this Rider shall have the meanings
ascribed  to  such  terms  as  set  forth  in  the  Loan  Agreement.
R-2.     The  following  representations,  warranties  and  covenants are hereby
added  to  the  representations,  warranties and covenants contained in the Loan
Agreement.
Each  Borrower  represents,  covenants,  and warrants, as of the date hereof and
through  the  term  of  Loan,  as  follows:
(a)     Borrower, together with Manager, is using and operating the Property and
     Improvements  (collectively,  the  "FACILITY")  as  an  assisted  and/or
independent senior housing facility, the Facility having the number of units set
forth  on  Exhibit  A  to the Loan Agreement (as modified from time to time with
Lender's  consent,  which  consent  shall  not  be  unreasonably  withheld,  the
"LICENSED USE").  As of the date hereof, in connection with the operation of the
Facility,  Manager and Borrower comply, and throughout the term of the Loan will
comply,  with all federal, state and local laws, regulations, quality and safety
standards,  accreditation  standards  and  requirements  of the applicable state
department  of health or other applicable state regulatory agency (each a "DOH")
and all other federal, state or local governmental authorities including, to the
extent applicable to the Facility, those relating to the quality and adequacy of
medical  care,  distribution  of  pharmaceuticals,  rate  setting,  equipment,
personnel,  operating  policies,  additions  to  facilities and services and fee
splitting.  The  Facility shall be operated at all times in compliance with such
laws  and  requirements.  Notwithstanding  anything  to  the  contrary set forth
herein, neither Borrower nor Manager shall be deemed to be in default under this
clause  (a) in the event it is cited for minor deficiencies during the course of
licensure or certification surveys and the same are corrected within thirty (30)
days, or so long as Borrower or Manager, as applicable, is diligently pursuing a
cure, such longer period as is required to correct such deficiency, and provided
further  that  Borrower  or Manager delivers to Lender evidence that the DOH has
approved  such  cure  in  its  ordinary  course  of  review  of  the  Facility.
(b)     All  governmental  licenses,  permits,  regulatory  agreements  or other
approvals  or  agreements  necessary  or  desirable  for the Licensed Use of the
Facility  are held by Borrower or Manager in the name of the Borrower or Manager
as required under applicable law and are in full force and effect, including, if
required,  a  valid certificate of need ("CON") or similar certificate, license,
or approval issued by the DOH for the requisite number of units in the Facility,
and  a  provider  agreement or other required documentation of approved provider
status  for each provider payment or reimbursement program listed in Exhibit R-1
hereto,  if  applicable.  All  required  permits,  certificates,  licenses  and
governmental  approvals necessary for operation of the Facility for the Licensed
Use  are listed on Exhibit R-1 hereto (collectively, the "LICENSES"). So long as
the  Loan remains outstanding, Borrower (and Manager) shall operate the Facility
or  cause  the  Facility to be operated in a manner such that the Licenses shall
remain  in full force and effect.  True and complete copies of the Licenses have
been  delivered  to  Lender.
(c)     The  Licenses  for  the  Facility,  including  without  limitation,  if
applicable,  the  CON:
(i)     May  not  be,  and  have  not  been,  and will not be transferred to any
location  other  than  the  Facility;
(ii)     Are  not  now  and  will  not be pledged as collateral security for any
other  loan  or  indebtedness;  and
(iii)     Are  held  free  and  will  remain  free  from  restrictions  or known
conflicts which would materially impair the use or operation of the Facility for
the  Licensed  Use,  and shall not be provisional, probationary or restricted in
any  way which would have an adverse affect on the operation of the Facility for
the  Licensed  Use.
(d)     Neither  Borrower  nor  Manager  shall:
(i)     Rescind, withdraw, revoke, amend, modify, supplement, or otherwise alter
     the  nature,  tenor  or  scope  of the Licenses for the Facility; provided,
however,  nothing  herein  shall be construed as prohibiting Borrower or Manager
from  modifying the Licenses in any manner which will permit Borrower or Manager
to  provide  additional services at the Facility which are not currently offered
but  which are within the use of the Project at the time this Rider was executed
or  other  uses  reasonably  incidental  thereto;
(ii)     Amend  or  otherwise  change  the  Facility's authorized units capacity
and/or the number of units approved by the DOH; except that, subject to Lender's
consent, which consent shall not be unreasonably withheld or delayed, a Borrower
may  change  the  allocation  of  units  between assisted living and independent
living  and  except  that,  without  Lender's consent but with notice to Lender,
Borrower  may  increase the number of approved beds/units at the Facility unless
doing so involves an expenditure which is otherwise subject to Lender's approval
under  the  provisions  of  the  Loan Agreement or one or more of the other Loan
Documents,  in  which  case  such approval shall be governed by the terms of the
other  provisions  of  the  Loan  Agreement  or  the  applicable Loan Documents;
(iii)     Replace or transfer all or any part of the Facility's units or beds to
another  site  or  location;  or
(iv)     Voluntarily  transfer  or encourage the transfer of any resident of the
Facility to any other facility not subject to the Mortgage, unless such transfer
is  at  the  request  of  the resident or is for reasons relating to the health,
required  level  of  medical care or safety of the resident to be transferred or
for  non-payment  of  stay  or  as  required  by  applicable  law.
(e)     If and when Borrower or Manager participates in any Medicare or Medicaid
     or  other  third-party  payor  program  with  respect  to the Facility, the
Facility  will  remain  in compliance with all requirements for participation in
Medicare  and  Medicaid,  including the Medicare and Medicaid Patient Protection
Act  of  1987,  and  such  other third party payor programs, including any local
third-party  payor  program  ("LOCAL  PROGRAM"); provided, however, that neither
Borrower  nor  Manager shall be deemed to be in default of its obligations under
this  clause  (e)  in  the  event  it is cited for minor deficiencies during the
course  of  licensure or certification surveys and the same are corrected within
thirty  (30)  days  (or  such  longer  period as required so long as Borrower or
Manager  is  diligently  pursuing  correction)  in  accordance  with  a  plan of
correction  acceptable  to  the  entity  or  agency having jurisdiction over the
applicable  Medicare,  Medicaid  or  Local  Program;
(f)     The  Facility  will  remain in conformance in all material respects with
all  insurance,  reimbursement  and  cost  reporting  requirements,  and,  if
applicable,  has  a current provider agreement which is in full force and effect
under  Medicare  and  Medicaid.
(g)     There  is  no,  and  during  the  term  of  the  Loan  there shall be no
threatened,  existing or pending revocation, suspension, termination, probation,
restriction, limitation, or nonrenewal affecting Borrower, Manager (with respect
to  its  operation  of  the  Facility)  or  the Facility or any participation or
provider  agreement  with  any  third-party payor, including Medicare, Medicaid,
Local  Program,  Blue Cross and/or Blue Shield, and any other private commercial
insurance  managed  care  and  employee  assistance  program (such programs, the
"THIRD-PARTY  PAYORS'  PROGRAMS")  to which Borrower or Manager may presently be
subject  with  respect to the Facility, or at any time hereafter is subject. All
Medicaid,  Medicare,  Local  Program,  and  private  insurance  cost reports and
financial  reports  submitted by Borrower or Manager, if any, in connection with
the  ownership  or operation of the Facility are and will be materially accurate
and  complete  and  have  not  been  and  will not be misleading in any material
respects.  Except  as otherwise disclosed in writing to Lender by Borrower prior
to  the  execution  of  this  Rider, no cost reports submitted prior to the date
hereof  for  the  Facility  remain  open  or  unsettled.
(h)     None  of  Borrower,  Manager  (with  respect  to  its  operations at the
Facility)  or  the  Facility  is or will be the subject of any proceeding by any
governmental  agency,  and no notice of any violation has been or will be issued
by a governmental agency that would, directly or indirectly, or with the passage
of  time:
(i)     Have  a  material  adverse  impact on Borrower's or Manager's ability to
accept  and/or  retain  patients at the Facility or operate the Facility for its
Licensed  Use  or  result  in the imposition of a fine, a sanction, a lower rate
certification  or  a  lower reimbursement rate for services rendered to eligible
patients  at  the  Facility;
(ii)     Modify,  limit  or  annul  or  result  in  the  transfer,  suspension,
revocation  or  imposition  of  probationary  use  of  any  of  the Licenses; or
(iii)     If  applicable, affect Borrower's or Manager's continued participation
in  the  Medicaid  or  Medicare  programs  with  respect to the operation of any
Facility, or the Local Program, or any other of the Third-Party Payors' Programs
in which the Facility now or at anytime hereafter participates, or any successor
programs  thereto,  at  current  rate  certifications.
(i)     The Facility and the use thereof complies and will continue to comply in
     all material respects with all applicable local, state and federal building
codes, fire codes, health care, senior housing and other regulatory requirements
(the  "PHYSICAL  PLANT  STANDARDS")  and  no waivers of Physical Plant Standards
exist  at  the Facility, except those that are described on Exhibit R-2 attached
hereto.
(j)     Except  as  otherwise  disclosed  to  Lender  in  writing  prior  to the
execution  of  this  Rider,  the  Facility  has  not  received  a  "Level A" (or
equivalent) violation, and no statement of charges or deficiencies has been made
or  penalty enforcement action has been undertaken against the Facility, Manager
(in  connection  with its operation of the Facility) or Borrower, or against any
officer, director, partner, member or stockholder of Manager (in connection with
its  operation  of  the Facility), or Borrower by any governmental agency during
the  last  three calendar years, and there have been no violations over the past
three  years which have threatened the Facility's, Manager's (in connection with
its  operation of the Facility), or a Borrower's certification for participation
in Medicare or Medicaid or the other Third-Party Payors' Programs, if and to the
extent  the  Facility does now participate or has, at any time during such three
year  period,  participated  therein.
(k)     Except  as  otherwise  disclosed  to  Lender  in  writing  prior  to the
execution  of this Rider, there are no current, pending or outstanding Medicaid,
Medicare or Third-Party Payors' Programs reimbursement audits or appeals pending
at  the  Facility, and there are no years that are subject to audit for which an
audit  has  not  yet  been  conducted.
(l)     Except  as  otherwise  disclosed  to  Lender  in  writing  prior  to the
execution of this Rider, there are no current or pending Medicaid or Medicare or
Third-Party  Payors'  Programs  recoupment efforts at the Facility.  Borrower is
not  a  participant  in  any federal program whereby any governmental agency may
have  the  right  to  recover  funds  by reason of the advance of federal funds,
including  those  authorized under the Hill-Burton Act (42 U.S.C. 291, et seq.).
(m)     Borrower  will not pledge its receivables as collateral security for any
other  loan  or  indebtedness.
(n)     There  are  no  and  there  will  remain  no  patient  or  resident care
agreements  with  patients  or  residents  which deviate in any material adverse
respect  from  the  form agreements which have been delivered to and approved by
Lender  pursuant  to  Section  3.7  of  the  Loan  Agreement.
(o)     All  patient  or  resident records at the Facility, including patient or
resident trust fund accounts, are true and correct in all material respects, and
will  remain  true  and  correct  in  all  material  respects.
(p)     Any  agreement relating to the management, and operation of the Facility
(each  a  "MANAGEMENT AND OPERATING AGREEMENT") and the manager thereunder shall
be  subject to Lender's approval and no Management and Operating Agreement shall
be modified, amended or terminated except in accordance with the requirements of
the  Loan  Documents.  Under the applicable laws and regulations in effect as of
the  date  hereof,  in  the  event  any  Management  and  Operating Agreement is
terminated  or  in the event of foreclosure or other acquisition of the Facility
by  Lender  or  its  designee  or any purchaser at a foreclosure sale, Borrower,
Lender, any subsequent manager or any subsequent purchaser need not obtain a CON
prior  to  applying  for  and  receiving  Medicare  or  Medicaid  payments.
(q)     Borrower shall not, nor shall the Facility or Manager, other than in the
normal  course  of  business, change the terms of any of the Third-Party Payors'
Programs  now  or  hereinafter  in  effect  or  their  normal billing payment or
reimbursement policies and procedures with respect thereto (including the amount
and  timing  of  finance  charges, fees and write-offs), where such change would
have  an  adverse  affect  on  the  operations  at or financial condition of the
Facility.
(r)     From  time to time, upon the request of Lender, regardless of whether or
not  an  Event  of  Default  has  occurred  hereunder  or  under  the other Loan
Documents,  Borrower  shall,  and  shall  cause Manager to complete, execute and
deliver  to  Lender  any  applications,  notices,  documentation,  and  other
information  necessary  or  desirable, in Lender's judgment, to permit Lender or
its designee (including a receiver) to obtain, maintain or renew any one or more
of  the  Licenses  for  the  Facility  (or  to  become the owner of the existing
Licenses  for  the  Facility)  and  to the extent permitted by applicable law to
obtain  any  other  provider agreements, licenses or governmental authorizations
then  necessary  or desirable for the operation of the Facility by Lender or its
designee  for  its Licensed Use (including, without limitation, any applications
for  change  of  ownership  of the existing Licenses or change of control of the
owner  of the existing Licenses).  Upon an occurrence of an Event of Default, to
the extent permitted by applicable law, (i) Lender is hereby authorized (without
the  consent  of  Borrower or Manager) to submit any such applications, notices,
documentation  or  other  information  which  Borrower caused to be delivered to
Lender  in  accordance  with the above provisions to the applicable governmental
authorities, or to take such other steps as Lender may deem advisable to obtain,
maintain  or renew any License or other license or governmental authorization in
connection with the operation of the Facility for its Licensed Use, and Borrower
agrees  to cooperate and to cause Manager to cooperate with Lender in connection
with  the  same  and (ii) Borrower, upon demand by Lender, shall take any action
and  cause  Manager  to take any action necessary or desirable, in Lender's sole
judgment,  to  permit  Lender  or  its  designee  (including a receiver) to use,
operate  and  maintain  the Facility for its Licensed Use.  If Borrower fails to
comply  with  the  provisions  of this subsection (q) for any reason whatsoever,
                                       --------------
Borrower  hereby  irrevocably  appoints  Lender  and  its designee as Borrower's
attorney-in-fact,  with  full  power  of  substitution,  to  take any action and
execute  any  documents  and instruments necessary or desirable in Lender's sole
judgment  to  permit  Lender or its designee to undertake Borrower's obligations
under  this subsection (q), including without limitation, obtaining any licenses
            --------------
or  governmental  authorizations then required for the operation of the Facility
by Lender or its designee for its Licensed Use.  The foregoing power of attorney
is  coupled  with  an  interest  and  is irrevocable and Lender may exercise its
rights  thereunder  in  addition  to  any  other  remedies which Lender may have
against  any  Borrower  or  Guarantor  as a result of a Borrower's breach of the
obligations  contained  in  this  subsection  (q).
                                  ---------------
(s)     Borrower  and  Manager  shall  at  all times comply with all obligations
under  the  contracts  and  leases  with residents of the Facility, and Borrower
shall  not  commit  or  permit  any  default  by Borrower or Manager thereunder.
Borrower  hereby  indemnifies  and  holds  harmless  Lender and agrees to defend
Lender  (with  counsel  reasonably  acceptable  to  Lender)  from  and  against
(collectively,  the  "INDEMNIFIED CLAIMS") any (i) claims, proceedings or causes
of  action  brought by any resident of the Facility, and (ii) loss, damage, cost
or expense, including reasonable attorneys' fees, incurred or suffered by Lender
as  a  result  of any (x) breach by Borrower or Manager of any contract or lease
with  a resident of the Facility or (y) violation of any license or any federal,
state  or  local law governing the Facility or the use, operation or maintenance
thereof  for  its  Licensed  Use.
(t)     Notwithstanding  the  foregoing  or  any  other provision of this Senior
Housing  Rider to the contrary, if through the exercise of Lender's rights under
the  Loan  Documents  or  otherwise, Lender or an affiliate of Lender shall take
permanent  possession  and control of the Facility, Borrower shall not be liable
to Lender for any Indemnified Claims which first arose after the date ("Transfer
Date") Lender or an affiliate of Lender took permanent possession and control of
the  Facility  if  (but  only  if) the following conditions are fully satisfied:
(i)     None  of  Borrower, Guarantor, any Affiliate of Borrower or Guarantor or
any agent, employee or contractor of any of the foregoing contributed, by act or
     omission,  to  the  cause,  existence,  or  occurrence  of such Indemnified
Claims;  and
(ii)     The  events  or  state  of facts resulting (or with the passage of time
eventually  permanently  resulting) in any such Indemnified Claims did not exist
prior  to  the  Transfer  Date.

<PAGE>
IN WITNESS WHEREOF, Borrower and Manager have executed this Senior Housing Rider
or have caused the same to be executed by its duly authorized representatives as
of  the  date  first  written  above.

BORROWER:

EMERITUS  PROPERTIES  XIV,  LLC,  a  Washington  limited  liability  company

By     Emeritus  Corporation,  a  Washington  corporation,  its  sole  member

By       /s/  Raymond  R.  Brandstrom
Name          Raymond  R.  Brandstrom
Its           CFO


MANAGER:

EMERITUS  CORPORATION,  a  Washington  corporation
By           /s/  Raymond  R.  Brandstrom
Name              Raymond  R.  Brandstrom
Its               CFO



<PAGE>

                                   EXHIBIT R-1

                                    LICENSES

                                    Attached


<PAGE>

                                       -4-

                                   EXHIBIT R-2

                                   DISCLOSURES
                                      None.