Emeritus  Properties  XVI,  Inc.
Emeritus  Corporation
December  31,  2003
Page  10


                    LETTER AGREEMENT REGARDING LOAN AGREEMENT
                    -----------------------------------------

                                December 31, 2003


Emeritus  Properties  XVI,  Inc.
3131  Elliott  Avenue
Suite  500
Seattle,  Washington  98121

Emeritus  Corporation
3131  Elliott  Avenue
Suite  500
Seattle,  Washington  98121

     RE:     ASSUMPTION  BY  EMERITUS PROPERTIES XVI, INC., A NEVADA CORPORATION
("NEW  BORROWER"),  OF  $25,000,000  LOAN  (THE  "LOAN") ORIGINALLY MADE BY GMAC
  -------------                                   ----
COMMERCIAL  MORTGAGE  CORPORATION, A CALIFORNIA CORPORATION ("ORIGINAL LENDER"),
  ---                                                         ---------------
TO  ALS FINANCING, INC., A KANSAS CORPORATION ("EXISTING BORROWER"), PURSUANT TO
                                                -----------------
THAT  CERTAIN LOAN AGREEMENT, DATED AS OF JUNE 30, 1998, BY AND BETWEEN ORIGINAL
LENDER  AND EXISTING BORROWER (THE "LOAN AGREEMENT"), WHICH LOAN IS EVIDENCED BY
                                    --------------
THAT CERTAIN PROMISSORY NOTE, DATED JULY 30, 1998, AND MADE BY EXISTING BORROWER
PAYABLE  TO  THE  ORDER  OF  ORIGINAL  LENDER  IN THE STATED PRINCIPAL AMOUNT OF
$25,000,000.00  (THE  "NOTE"),  IS  SECURED  BY  CERTAIN  SECURITY  INSTRUMENTS
                       ----
(COLLECTIVELY, THE "SECURITY INSTRUMENTS"; AND THE LOAN AGREEMENT, THE NOTE, AND
                    --------------------
THE  SECURITY  INSTRUMENTS,  TOGETHER  WITH  ANY  AND  ALL OTHER INSTRUMENTS AND
DOCUMENTS  EVIDENCING,  SECURING,  OR  OTHERWISE  PERTAINING  TO  THE  LOAN  ARE
HEREINAFTER  REFERRED  TO COLLECTIVELY AS THE "LOAN DOCUMENTS") ENCUMBERING FIVE
                                               --------------
ASSISTED  LIVING  FACILITIES  LOCATED  IN  KANSAS,  COLORADO,  AND  CALIFORNIA
(COLLECTIVELY,  THE  "PROJECTS"),The  Palms  at  Loma  Linda Facility"); (2) the
                      --------   ------------------------------------
facility located in San Diego, California ("The Springs at Oceanside Facility");
                                            ---------------------------------
(3)  the  facility  located  in  Butler County, Kansas ("The Fairways at Augusta
                                                         -----------------------
Facility");  (4)  the  facility  located  in Seward County, Kansas (the "Liberal
    ----                                                                 -------
Springs  Facility");  and  (5)  the facility located in El Paso County, Colorado
    -------------
(the  "Loyalton  at  Broadmoor  Facility"). AND IS NOW OWNED AND HELD BY LASALLE
       ---------------------------------
BANK  NATIONAL  ASSOCIATION, FORMERLY KNOWN AS LASALLE NATIONAL BANK, AS TRUSTEE
FOR  GMAC COMMERCIAL MORTGAGE SECURITIES, INC., COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES,  SERIES  1998-C2  ("LENDER")
                                  ------

Ladies  and  Gentlemen:

     Pursuant  to the provisions of Section 2(b) of that certain Loan Assumption
Agreement,  dated  as  of  even  date  herewith,  by  and among Lender, Existing
Borrower,  New  Borrower, Alterra Healthcare Corporation, a Delaware corporation
("Alterra"),  and  Emeritus  Corporation, a Washington corporation ("Guarantor";
  -------                                                            ---------
and said Loan Assumption Agreement is hereinafter referred to as the "Assumption
                                                                      ----------
Agreement"),  this  letter agreement (this "Agreement") sets forth the covenants
---------                                   ---------
and  agreements  of  Lender,  New  Borrower,  and  Guarantor with respect to the
following  modifications  of  the  Loan  Agreement:

1.     Section  1.1  of  the  Loan  Agreement  is  hereby  amended:
(a)     by  deleting  the  definition  of  "Commitment  Letter".
(b)     by deleting the definition of "Guarantor" and inserting the following in
lieu  thereof:
"Guarantor"  means  Emeritus  Corporation,  a  Washington  corporation.
(c)     by  deleting  the  definition  of "Guaranty Agreement" and inserting the
following  in  lieu  thereof:
"Guaranty  Agreement"  means  that certain Unconditional Guaranty of Payment and
Performance,  effective  as  of  January  1,  2004,  from  Guarantor to Lender."
(d)     by  deleting  the following defined terms therefrom:  "Lease Agreement,"
"Lessee," and "Lessee's Security Agreement," "Sterling House" and "Subordination
     Agreement."
2.     Section  3.1 of the Loan Agreement is revised to delete the word "Kansas"
and  replace  it  with  "Nevada."
3.     Section  3.7 of the Loan Agreement is hereby amended by (a) adding in the
seventh  from  the  last  line  of  the  last  paragraph thereof after the words
"foreclosure  or  otherwise," the words "under currently existing and applicable
laws";  and  (b)  by  deleting  Subsections  3.7(a) through (e), inclusive,  and
substituting  in  lieu  thereof  the  following:
(a)     with  respect to the Loma Linda Facility, as a 140 unit residential care
facility  for  the elderly under the applicable laws of the State of California,
currently  operated  as  a  residential  care  facility  for  the  elderly;
(b)     with  respect  to  the Oceanside Facility as a 113 unit residential care
facility  for  the elderly under the applicable laws of the State of California,
currently  operated  as  a  residential  care  facility  for  the  elderly;
(c)     with  respect  to  the  Augusta  Facility  as  a 21 unit assisted living
facility under the applicable laws of the State of Kansas, currently operated as
an  assisted  living  facility;
(d)     with  respect  to  the  Liberal  Facility,  as a 44 unit assisted living
facility  under  the applicable laws of the State of Kansas,  currently operated
as  an  assisted  living  facility;  and
(e)     with  respect  to  the  Colorado Springs Facility, as a 37 unit assisted
living  residence  under  the  applicable  laws  of  the  State  of Colorado, is
currently  operated  as  an  assisted  living  residence.
4.     It  is  acknowledged  that the representation set forth in Section 3.9 of
the  Loan Agreement as assumed by New Borrower is acknowledged to be made by New
Borrower  only  as  of  the  date  of  the  Assumption  Agreement.
5.     Exhibit B of the Loan Agreement as referenced in Section 3.17 of the Loan
       ---------
Agreement  is  revised  to reflect the following principal place of business and
address,  and  to  delete  the reference to the addresses of the chief executive
officers:
                         Emeritus  Properties,  XVI,  Inc.
                         3131  Elliott  Avenue
                         Suite  500
                         Seattle,  Washington  98121

6.     Section  3.19  of  the Loan Agreement and Exhibit B as referenced therein
                                                 ---------
are revised to reflect the new names under which New Borrower intends to operate
     the  Facilities  as  follows:

(a)     "The  Palms  at  Loma  Linda"  in  lieu  of  "Crossings  at  the Palms";
(b)     "The  Springs  at  Oceanside"  in  lieu  of  "Lake  Park  Villas";
(c)     "The  Fairways  of  Augusta"  in  lieu  of  "Sterling House of Augusta";
(d)     "Loyalton  of  Broadmoor"  in  lieu  of  "Sterling  House of Broadmoor";
(e)     "Liberal  Springs"  in  lieu  of  "Woodland  Terrace";
7.     Section  3.21  of  the Loan Agreement and Exhibit C as referenced therein
                                                 ---------
are  revised  to  reflect that Borrower is 100% owned by Emeritus Corporation, a
Washington  Corporation.
8.     Section  3.24  of  the  Loan  Agreement  is  hereby  amended  as follows:
(a)     Section  3.24(b) of the Loan Agreement is hereby deleted in its entirety
and  the following inserted in lieu thereof:  "(b) indebtedness which represents
trade  payables  or accrued expenses incurred in the ordinary course of business
of  owning  and  operating  the  Property, which shall be understood to include,
without  limitation,  equipment leasing and leasing and financing costs relating
to  office  equipment,  vehicles  and  telephone  systems."
(b)     Section  3.24(c)  is hereby amended by inserting the word "other" before
the  word  "indebtedness"  at  the  beginning  thereof.
9.     (a)     Section 3.27 of the Loan Agreement is hereby deleted and replaced
     with  the  following:
          3.27     Intentionally  Deleted.
(b)     Section  3.29  of  the  Loan  Agreement  is  hereby  deleted.
10.     Lender hereby approves the insurance policies and coverage as maintained
     by  New  Borrower as described in Exhibit A attached hereto for purposes of
                                       ---------
compliance  with  Section  4.5  of  the  Loan  Agreement for calendar year 2004.
11.     Section  4.13  of  the  Loan Agreement is hereby amended by deleting the
word  "and" from the end of subsection 4.13(a)(i), by deleting the period at the
end of subsection 4.13(a)(ii) and inserting ";and" in lieu thereof and by adding
a  new  subsection  4.13(a)(iii)  as  follows:
(iii)  provided,  however, that the foregoing debt-service coverage requirements
set  forth  in  this  Section  4.13(a)(i)  and  (ii)  applicable to the Facility
identified  in  Schedule  I  hereto  as the "Oceanside Facility" shall be waived
during the period beginning on January 1, 2004, and ending on December 31, 2005,
and  that  the  foregoing  debt-service  coverage requirements set forth in this
Section  4.13(a) applicable to the Facilities identified in Schedule I hereto as
the  "Loma  Linda Facility," the "Augusta Facility," the "Liberal Facility," and
the  "Colorado  Springs Facility" shall be waived during the period beginning on
January  1,  2004, and ending on June 30, 2005.  For purposes of calculating the
debt  service  coverage  ratio  in accordance with the foregoing, for the period
beginning  on  July  1,  2005  and ending on December 31, 2005, the Debt Service
Coverage  for  the  Facility  shall  be calculated (a) for purposes of the first
number  referred  to in the definition of Debt Service Coverage for the Facility
by  excluding the income earned from the Oceanside Facility and (b) for purposes
of  the second number referred to in the definition of Debt Service Coverage for
the  Facility  by  including  only  fifty-four  percent  (54.0%)  of  the actual
principal  amounts  due  (even  if  not  paid) under the Loan for the applicable
period  plus  fifty-four  (54.0%)  of  the  interest expense on the Loan for the
applicable  period.

12.     Section  4.14  of  the  Loan Agreement is hereby amended by deleting the
period  at  the  end  of  said  Section  4.14  and  by  adding the following new
additional  proviso  at  the  end  of  said  Section  4.14:
;  and  provided  further that the foregoing occupancy requirements set forth in
this  Section 4.14 applicable to the Facility identified in Schedule I hereto as
the  "Oceanside Facility" shall be waived during the period beginning on January
1,  2004,  and  ending  on
December  31,  2005,  and that the foregoing occupancy requirements set forth in
this  Section  4.14 applicable to the Facilities identified in Schedule I hereto
as  the  "Loma  Linda Facility," the "Augusta Facility," the "Liberal Facility,"
and  the "Colorado Springs Facility" shall be waived during the period beginning
on  January  1,  2004,  and  ending  on  June  30,  2005.
13.     Section  4.15 of the Loan Agreement is hereby amended by inserting "(a)"
before the existing provisions thereof and adding the following new sentences as
     a  new  subsection  (b)  thereto:
(b)  Lender  acknowledges  and  agrees  that  Borrower has delivered to Lender a
one-year capital expenditure budget (which is in form and substance satisfactory
to  Lender) with respect to the anticipated capital expenditures relating to the
operation  of  each  of the Facilities during the period beginning on January 1,
2004,  and  continuing  through  December  31,  2004  (the  "Capital Expenditure
Budget").  Borrower  shall  not be required to fund the amounts set forth in the
Capital Expenditure Budget in advance, but Borrower shall establish and maintain
throughout  calendar  year  2004 a designated capital repair and reserve account
for  each  of  the  Facilities (the "Capital Repair and Reserve Account").  Each
Capital  Repair  and Reserve Account shall be funded on a monthly basis from net
cash  flow generated from the Facility to which it applies after payment in full
of  (a)  all  normal  operating  expenses  for  each such Facility, (b) all debt
service  payments  as  required  by  Section  2.1 of the Note, and (c) all other
payments  required  by  the Loan Documents.  Borrower shall have implemented and
completed  the  full  extent  of  the  capital  improvements  to each respective
Facility  set  forth in the Capital Expenditure Budget by no later than December
31,  2004.  Any  amounts  expended by Borrower as required in calendar year 2004
pursuant  to  this  Section  4.15(b)  shall be applied against Borrower's annual
minimum capital expenditure obligation set forth in Section 4.15(a) for calendar
year  2004,  but  for calendar year 2004 only and not any subsequent years.  Any
failure  on the part of Borrower fully to comply with the requirements set forth
in this Section 4.15(b) which is not cured within thirty (30) days after written
notice from Lender setting forth in reasonable detail the nature of such failure
to comply shall constitute an Event of Default.  Such implementation by Borrower
shall  be  reviewed  through  inspections  by an outside construction consultant
conducted  on  behalf  of  Lender at Borrower's expense during the calendar year
2004  in  accordance  with  the  provisions  of  Section  4.15(a).
14.     Section  4.20  of the Loan Agreement is hereby deleted and replaced with
the  following:
          4.20     Intentionally  Deleted.
15.     The  following  words are deleted from the following referenced Sections
in  the  Loan  Agreement  and  replaced  with  the  words  indicated  below:
(a)     The words ", or cause the Lessee to conduct," are deleted from the first
     two  lines  of  Section  4.11;
(b)     The  words  "or cause Lessee to furnish" are deleted from the first line
of  Section  4.12;
(c)     The  words "and cause the Lessee to maintain" are deleted from the first
two  lines  of  Section  4.15;
(d)     The  words ", and cause the Lessee to comply" are deleted from the first
two  lines  of  Section  4.18;  and
(e)     The  words "and cause the Lessee to pay" are deleted from the third line
of  Section  4.19.
16.     (a)     Section  5.4  (n)  of  the  Loan  Agreement is hereby revised to
insert  therein  after  the  word  "returns"  the words "unless Borrower files a
consolidated  return  with  its  Affiliates".
(b)     Section  5.4(l)  of the Loan Agreement is hereby amended by inserting at
the  end  of  such section after the word "applicable" the following:  "; and to
the  extent Borrower and any of its Affiliates employ a "sweep" arrangement with
respect to Borrower's bank accounts, the interest of Borrower in the swept funds
     will  be  shown  on the Affiliate's financial statements if such statements
include  the  swept  funds."
17.     Section  5.10  of  the Loan Agreement is hereby amended by inserting the
following in the first line thereof after the word "Facility":  "(other than the
     addition  of  memory  loss  units  which  shall  be  permissible)".
18.     Lender  acknowledges  and  agrees  that  (a)  the  representations  and
warranties relating to environmental matters set forth in Article VI of the Loan
Agreement  as  assumed by New Borrower shall be understood not to be made by New
Borrower  and  (b)  the indemnity and hold harmless agreement by New Borrower in
favor  of  Lender  in  Section  6.10  of  the Loan Agreement shall be deemed and
understood  to  be  applicable only to any event or circumstance first occurring
after  the  date  of  the  Assumption  Agreement,  and  excluding  any  event or
circumstance  occurring  during  the  period  of  ownership  of  the Projects by
Existing  Borrower and possession of the Projects by Alterra or otherwise caused
by  Existing  Borrower  or  Alterra  during  such  period.
19.     Section  4.24  of  the  Loan Agreement is hereby amended by deleting the
heading  and  text  of  said  section  and  by  substituting in lieu thereof the
following:
4.24     Intentionally  Omitted
20.     Section  7.1  of  the  Loan  Agreement  is  hereby  amended  by deleting
subsection  7.1(n)  and  replacing  it  with  the  following:
n.     Any failure on the part of Borrower fully to comply with the requirements
regarding the timing of Borrower's implementation and completion of improvements
to the Facilities as set forth in the Capital Expenditure Budget as set forth in
Section  4.15  hereof.
21.     The  addresses  for  "Borrower" and "Lender" set forth in Section 8.7 of
the  Loan  Agreement  are  hereby  deleted  and  replaced  with  the  following:
If  to  Lender:     LaSalle Bank National Association, formerly known as LaSalle
National  Bank,  as  trustee  for  GMAC  Commercial  Mortgage  Pass-Through
Certificates,  Series  1998-C2
c/o  GMAC  Commercial  Mortgage  Corporation
650  Dresher  Road
P.O.  Box  1015
Horsham,  Pennsylvania  19044-8015
Attn:  Servicing  Department
with  a  copy  to:     Patrick  M.  McGeehan,  Esq.
McKenna  Long  &  Aldridge  LLP
303  Peachtree  Street,  Suite  5300
Atlanta,  Georgia  30308
Facsimile:  (404)  527-4198
If  to  Borrower:     Emeritus  Properties  XVI,  Inc.
3131  Elliott  Avenue,  Suite  500
Seattle,  Washington  98121
      Attn:  Raymond  R.  Brandstrom
     Facsimile:  (206)  301-4500

with  a  copy  to:     Randi  S.  Nathanson,  Esq.
The  Nathanson  Group  PLLC
1520  Fourth  Avenue,  Sixth  Floor
     Seattle,  Washington  98101
     Facsimile:  (206)  623-1738

22.     Schedule  I  of the Loan Agreement is hereby deleted in its entirety and
replaced  with  the  following:
                                   SCHEDULE I
     "FACILITY"  means  the  following:
(a)     the  facility  known  as "The Palms at Loma Linda", presently a 140 unit
residential  care  facility for the elderly, and located at 25585 Van Leuven, in
Loma  Linda,  California  92354, as it may now or hereafter exist, together with
any  other  general  and  specialized  care  facilities,  if  any (including any
Alzheimer's  care  unit,  subacute, and nursing home facility), now or hereafter
operated  on  the  Property  (the  "Loma  Linda  Facility");
(b)     the  facility  known as "The Springs at Oceanside", presently a 113 unit
residential  care  facility  for  the elderly located at 3524 Lake Boulevard, in
Oceanside, California 92056, as it may now or hereafter exist, together with any
other  general or specialized care facilities, if any (including any Alzheimer's
care  unit,  subacute,  and nursing home facility), now or hereafter operated on
the  Property  (the  "Oceanside  Facility");
(c)     the  facility  known  as  "The Fairways at Augusta", presently a 21 unit
assisted  living  facility  located  at  1611  Fairway Drive, in Augusta, Kansas
67010,  as  it  may  now  or hereafter exist, together with any other general or
specialized  care  facilities,  if  any  (including  any  Alzheimer's care unit,
subacute,  and  any  nursing  home  facility),  now or hereafter operated on the
Property  (the  "Augusta  Facility");
(d)     the  facility  known  as "Liberal Springs", presently a 44 unit assisted
living  facility located at 1500 N. Terrace, in Liberal, Kansas 67901, as it may
now  or  hereafter  exist,  together  with any other general or specialized care
facilities,  if  any  (including  any  Alzheimer's  care unit, subacute, and any
nursing  home facility), now or hereafter operated on the Property (the "Liberal
Facility");  and
(e)     the  facility  known  as  "Loyalton  at  Broadmoor", presently a 37 unit
assisted living residence located at 615 Southpointe Court, in Colorado Springs,
Colorado  80906,  as  it  may  now  or  hereafter exist, together with any other
general  or  specialized care facilities, if any (including any Alzheimer's care
unit, subacute, and any nursing home facility), now or hereafter operated on the
Property  (the  "Colorado  Springs  Facility").
23.     The  general  miscellaneous  provisions  of the Assumption Agreement set
forth  in  Section  15,  Sections 18 through 25 and Section 28 of the Assumption
Agreement  are hereby incorporated by reference into this letter agreement as if
fully  set  forth  herein.
24.     Kansas  Notice.  The  following  provision is included in this Agreement
        --------------
for  purposes  of  compliance  with  Sections  16-117  and  16-118 of the Kansas
Statutes  Annotated:
NOTICE  TO  DEBTOR.  THIS  AGREEMENT  IS  THE  FINAL EXPRESSION OF THE AGREEMENT
------------------
BETWEEN  THE  PARTIES.  IT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL
-----
CREDIT AGREEMENT OR OF A CONTEMPORANEOUS ORAL CREDIT AGREEMENT AMONG THE PARTIES
HERETO.  ANY  NONSTANDARD  TERMS  OR PREVIOUS ORAL CREDIT AGREEMENTS BETWEEN THE
PARTIES  MUST  BE  INSERTED  HERE  TO  BE  ENFORCEABLE:
                                      NONE.
THE  PARTIES  AFFIRM  BY  THEIR  INITIALS  BELOW  THAT NO UNWRITTEN, ORAL CREDIT
AGREEMENT  EXISTS  BETWEEN  THEM:
     GMAC COMMERCIAL MORTGAGE CORPORATION, AS ATTORNEY-IN- FACT FOR LASALLE BANK
NATIONAL  ASSOCIATION,  FORMERLY  KNOWN AS LASALLE NATIONAL BANK, AS TRUSTEE FOR
GMAC  COMMERCIAL  MORTGAGE  PASS-THROUGH  CERTIFICATES,  SERIES  1998-C2

     EMERITUS  PROPERTIES  XVI,  INC.

     EMERITUS  CORPORATION

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>
LENDER:
------
LASALLE  BANK  NATIONAL ASSOCIATION, FORMERLY KNOWN AS LASALLE NATIONAL BANK, AS
TRUSTEE  FOR  GMAC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C2
By:     GMAC  Commercial  Mortgage  Corporation,     Special  Servicer  and
Attorney-In-Fact
     By:  /s/  David J. Stoller
            Name:  David J. Stoller
            Title: Vice President

Accepted,  agreed,  and  consented  to  as  of  the
31st  day  of  December,  2003.

NEW  BORROWER:
-------------

EMERITUS  PROPERTIES  XVI,  INC.,
a  Nevada  corporation
By:  /s/   William M. Shorten
     Name: William M. Shorten
     Title: Director of Real Estate Finance


GUARANTOR:
---------

EMERITUS  CORPORATION,  a  Washington
corporation

By:     /s/   Daniel R. Baty
     Name:    Daniel R. Baty
     Title:   President


<PAGE>

                                 EXHIBIT "A" - 1
                                                               ATLANTA:4607873.4
                                    EXHIBIT A
                                    ---------
                          CURRENT POLICY                              S&P RATING
PROFESSIONAL  LIABILITY/GENERAL LIABILITY     NATIONAL OLYMPIC INSURANCE COMPANY
                                                          Provider Name      N/R
     $4,000,000  per  occurrence
Per  Incident/Aggregate  Limits     Claims  Made
     $4,000,000  aggregate
     ---------------------
     $1,000,000  per  occurrence
     $1,600,000  aggregate

SELF-INSURED  RETENTION     (Coverage  for  ALL properties under blanket policy.
Not  per  location  coverage)
PROPERTY  INSURANCE  -  $100,000,000  LIMIT
Primary
     LEXINGTON  INSURANCE  CO.                       AAA
     $25,000,000  per  occurrence  (bldg.,  contents, flood/earthquake, business
interruption,  &  extra  expense)
1st  Excess  Coverage     ACE  INSURANCE  CO.
     $25,000,000  x  $25,000,000  per  occurrence
     LANDMARK  INSURANCE
2nd  Excess     $50,000,000  x  $50,000,000  per  occurrence
-----------     --------------------------------------------
     Also  includes:
     Earthquake  $100,000,000  primary/excess  coverage  (except  Calif, Hawaii,
Alaska)
     5% TIV/$100,000 deductible in Calif, Hawaii, Alaska; $100,000 for all other
states
     Flood:
     $100,000,000  flood  coverage  with  5% TIV/$1,000,000 in Flood Zones A, 5%
TIV/$100,000  in  any  other;  3%  TIV/$100,000  for  wind  all  locations
     Business  Interruption/Extra  Expense-extended  period  of  indemnity
     Builder's  Risk  -  $5,000,000  -  90  days

Sub-Limits     (Coverage  is  for  ALL  Emeritus  properties,  NOT  per location
----------     -----------------------------------------------------------------
coverage.)
----------
     LEXINGTON  INSURANCE  CO    AAA
     $25,000,000  per  occurrence/aggregate
     ACE  INSURANCE  CO.
     $25,000,000  x  $25,000,000  per  occurrence/aggregate
TERRORISM  INSURANCE  -  $50,000,000  LIMITS     Included  in Property Insurance
primary  and  1st  Excess  layer  of  coverage.
Providers  Name
Coverage     (Coverage  is  for  ALL  Emeritus  properties,  NOT  per  location
--------     ------------------------------------------------------------------
coverage.)
----------
     CLARENDON  GROUP
EXCESS  EARTHQUAKE  COVERAGE  -  California, Hawaii, Alaska Only     $20,000,000
excess  $5,000,000  in  primary  (Lexington  Insurance)
($25,000,000  TOTAL  LIMIT)
---------------------------
     LEXINGTON  INSURANCE  CO    AAA
     $25,000,000  primary  layer
BOILER  &  MACHINERY  INSURANCE     HARTFORD  STEAM  BOILER     N/R
Provider  Name     $25,000,000  excess  layer
Coverage
     $50,000  per  occurrence  deductible
Deductible



Projects are comprised of the following facilities:  (1) the facility located in
San  Bernardino  County,  California  ("