UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE
                -------------------------------------------------
     THIS UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this "Guaranty") is
                                                                   --------
made  as  of  the  31st day of December, 2003, and is effective as of January 1,
2004,  by EMERITUS CORPORATION, a Washington corporation ("Guarantor"), in favor
                                                           ---------
of  LASALLE  BANK NATIONAL ASSOCIATION, FORMERLY KNOWN AS LASALLE NATIONAL BANK,
AS  TRUSTEE  FOR  GMAC  COMMERCIAL  MORTGAGE  PASS-THROUGH  CERTIFICATES, SERIES
1998-C2  ("Lender").
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                      ARTICLE I - BACKGROUND AND AGREEMENT
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     1.01  Background.  On  or  about  July  30,  1998, GMAC Commercial Mortgage
           ----------
Inc.,  a  California corporation ("Original Lender"), made a $25,000,000 loan to
                                   ---------------
ALS  Financing  Corporation,  a  Kansas  corporation  ("ALS";  and  said loan is
                                                        ---
hereinafter  referred to as the "Loan"), which Loan is evidenced by, among other
                                 ----
things, that certain Loan Agreement, dated as of July 30, 1998, between Original
Lender  and  ALS  (the "Loan Agreement") and that certain Promissory Note, dated
                        --------------
July  30,  1998,  and made by ALS payable to the order of Original Lender in the
stated  principal  amount  of  $25,000,000.00 (the "Note").  The Loan is further
                                                    ----
evidenced  and  secured  by,  among  other things, five (5) security instruments
executed  by  ALS  in  favor  of  Original  Lender  (collectively, the "Security
                                                                        --------
Instruments";  and  the  Loan Agreement, the Note, and the Security Instruments,
       ----
together with any and all other documents and instruments evidencing or securing
the  Loan  are  hereinafter  referred  to  collectively  as  the  "Original Loan
                                                                   -------------
Documents"),  encumbering  five  (5)  separate  facilities  operated as assisted
        -
living  facilities and located in the States of California, Kansas, and Colorado
(all  such  real  and  personal property, both tangible and intangible, together
with  all  improvements,  appurtenances,  rights, and interests described in and
encumbered by the Security Instruments, are hereinafter referred collectively as
the  "Properties").  The  Loan  was  subsequently assigned by Original Lender to
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Lender, and Lender is now the owner and holder of the Loan and the Original Loan
Documents.  Lender  has  been asked to consent to the transfer of the Properties
to  Emeritus Properties XVI, Inc., a Nevada corporation ("Borrower"), and to the
                                                          --------
assumption  by  Borrower of the obligations of ALS under the Loan and certain of
the Original Loan Documents, and Lender has agreed to consent to the transfer of
the  Properties  and  to the assumption of the Loan, on and subject to the terms
and  conditions set forth in that certain Loan Assumption Agreement, dated as of
even  date  herewith,  by and among Lender, Borrower, Guarantor, ALS and Alterra
Healthcare  Corporation, a Delaware corporation (the "Assumption Agreement"; and
                                                      --------------------
the  documents  and  instruments  assumed by Borrower pursuant to the Assumption
Agreement  being  collectively  the  "Assumed  Loan Documents").  As a condition
                                      -----------------------
precedent to Lender's execution and delivery of the Assumption Agreement, Lender
requires  that  Guarantor enter into this Guaranty,  that Borrower and Guarantor
enter into that certain Environmental Indemnity Agreement, of even date herewith
(the  "Environmental  Indemnity  Agreement"),  and  that Borrower consent to the
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filing  by  Lender  of  certain UCC-1 financing statements (the "UCCs"; and this
                                                                 ----
Guaranty,  the  Environmental Indemnity Agreement, the Assumption Agreement, the
Assumed Loan Documents, the UCCs and any and all other documents and instruments
executed  and  delivered  in  favor  of  Lender  by Borrower and/or Guarantor as
contemplated by the Assumption Agreement being hereinafter collectively referred
to as the "Loan Documents").  Guarantor acknowledges and agrees that substantial
           --------------
benefit will inure to Guarantor as a result of the Assumption Agreement and that
the  execution,  delivery,  and acceptance by Lender of the Assumption Agreement
will  be  to  the  direct  interest  and  advantage  of  Guarantor.

     1.02  Statement  of  Agreement.  For  and  in  consideration  of the sum of
           ------------------------
$10.00  and  other  valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged by Guarantor, and for the purpose of seeking to induce
Lender  to  enter  into the Assumption Agreement, Guarantor does hereby make the
following  guarantees  to  and  agreements  with  Lender.
                             ARTICLE II - GUARANTEES
                             -----------------------
     2.01  Guaranty of Payment.  Guarantor does hereby unconditionally guarantee
           -------------------
to Lender the full and prompt payment of the Note when due, whether at scheduled
maturity,  by  acceleration,  or  otherwise,  with  such  interest as may accrue
thereon  and  such  prepayment  premiums  and  other  charges  as  may be due in
connection  therewith,  either  before  or  after  maturity  thereof.
2.02  Guaranty  of Performance.  Guarantor does hereby unconditionally guarantee
      ------------------------
to Lender the full and prompt payment and performance of any and all obligations
whatsoever of Borrower and all other parties to Lender under the terms of any of
the Loan Documents and all notes (including, without limitation, the Note), loan
agreements  (including, without limitation, the Loan Agreement), deeds to secure
debt, mortgages, and deeds of trust (including, without limitation, the Security
Instruments),  security  agreements,  and  the  other  documents and instruments
executed  and  delivered  in connection with or as security for the Loan and the
Loan  Documents,  whether  such  obligations  now  exist  or  arise  hereafter.
2.03  Guarantor  Obligations.  Guarantor  does  hereby agree that if the Note is
      ----------------------
not  paid by Borrower in accordance with its terms for any reason whatsoever, or
if  any  and all sums which are now or may hereafter become due from Borrower to
Lender  under  the  Loan  Documents  are not paid by Borrower in accordance with
their  terms as and when due or within any applicable cure period for any reason
whatsoever,  Guarantor  will  immediately make such payments.  Guarantor further
agrees  to  pay  Lender  all expenses (including, without limitation, reasonable
attorneys' fees) paid or incurred by Lender in endeavoring to collect all or any
portion  of  the  indebtedness  evidenced  by  the  Note,  to  enforce any other
obligations  guaranteed  hereby,  or  to  enforce  this  Guaranty.
2.04  Loan  Documents.  The  provisions  of  this  Guaranty  shall extend and be
      ---------------
applicable to all renewals, replacements, amendments, extensions, consolidations
and  modifications  of  the Loan Documents, and any and all references herein to
the  Loan Documents or any of them shall be deemed to include any such renewals,
replacements,  amendments, extensions, consolidations, or modifications thereof.
                     ARTICLE III - AGREEMENTS AND WARRANTIES
                     ---------------------------------------
     3.01  Consents.  Guarantor  hereby  consents  and agrees that Lender may at
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any  time,  and  from  time  to  time, without notice to or further consent from
Guarantor,  either with or without consideration:  (a) release and surrender any
property  (whether  real  or personal), rights, estates, and interests now or at
any time hereafter securing the payment of the Note and/or the other obligations
of Borrower under the Loan Documents, whether held by Lender or by any person or
entity  on  Lender's  behalf  or  for  Lender's  account (the "Collateral"); (b)
                                                               ----------
substitute for any Collateral held by or on behalf of Lender other collateral of
like  kind, or of any kind; (c) make over-advances or increase the amount of the
Loan;  (d)  agree  to modify the terms of any one or more of the Loan Documents;
(e)  extend  or  renew the Note for any period; (f) grant releases, compromises,
and indulgences with respect to any one or more of the Loan Documents and to any
persons or entities now or hereafter liable thereunder or hereunder; (g) release
any  other  guarantor  or  endorser of or other person or entity liable upon the
Note  or any other of the Loan Documents; or (h) take or fail to take any action
of  any type whatsoever.  No such action which Lender shall take or fail to take
in  connection  with  the  Loan  Documents  or any Collateral, nor any course of
dealing  with  Borrower  or  any  other  person, shall limit, impair, or release
Guarantor's  obligations  hereunder,  affect this Guaranty in any way, or afford
Guarantor  any  recourse against Lender.  Nothing contained in this Section 3.01
shall  be  construed to require Lender to take or refrain from taking any action
referred  to  herein.
3.02  Waiver  and  Subordination.  Until  the  obligations of Borrower to Lender
      --------------------------
have  been  paid  in  full,  Guarantor  hereby  expressly  waives  any  right of
contribution  from  or  indemnity against Borrower, whether at law or in equity,
arising  from  any  payments  made  by  Guarantor  pursuant to the terms of this
Guaranty,  and  Guarantor acknowledges that Guarantor has no right whatsoever to
proceed  against Borrower for reimbursement of any such payments.  In connection
with  the  foregoing, until the obligations of Borrower to Lender have been paid
in  full, Guarantor expressly waives any and all rights of subrogation to Lender
against  Borrower,  and Guarantor hereby waives any rights to enforce any remedy
which  Lender  may  have  against  Borrower and any rights to participate in any
Collateral.  In addition to and without in any way limiting the foregoing or any
terms  or  provisions  of  the Loan Documents requiring Borrower to be a special
purpose  entity  and limiting the permissible scope of indebtedness Borrower may
incur, Guarantor hereby subordinates any and all indebtedness of Borrower now or
hereafter owed to Guarantor to all indebtedness of Borrower to Lender and agrees
with  Lender  that,  at any time from and after and during the continuance of an
Event  of Default under the Loan Documents, Guarantor shall not demand or accept
any  payment  of principal or interest from Borrower, shall not claim any offset
or  other  reduction  of  Guarantor's  obligations hereunder because of any such
indebtedness,  and  shall  not  take any action to obtain any of the Collateral.
3.03  Waiver  of  Defenses.  Guarantor hereby waives and agrees not to assert or
      --------------------
take advantage of any defense based upon: (a) any incapacity, lack of authority,
death, or disability of Guarantor or any other person or entity; (b) any failure
of  Lender  to commence an action against Borrower or any other person or entity
(including,  without limitation, other guarantors, if any) or to file or enforce
a  claim  against the estate (either in administration, bankruptcy, or any other
proceeding)  of Borrower or any other person or entity, whether or not demand is
made  upon  Lender  to  file or enforce such claim; (c) any failure of Lender to
give  notice  of  the existence, creation, or incurring of any new or additional
indebtedness  or  other obligation or of any action or non-action on the part of
any  other  person  or  entity  in  connection  with  the  Loan Documents or any
obligation hereby guaranteed; (d) any failure on the part of Lender to ascertain
the  extent  or  nature  of the Collateral or any insurance or other rights with
respect  thereto, or the liability of any party liable for the Loan Documents or
the  obligations  evidenced  or  secured  thereby, or any failure on the part of
Lender  to  disclose  to  Guarantor  any  facts Lender may now or hereafter know
regarding  Borrower,  the  Collateral,  or  such  other parties; (e) any lack of
acceptance  or  notice of acceptance of this Guaranty by Lender; (f) any lack of
presentment,  demand,  protest,  or  notice  of  demand,  protest,  dishonor, or
non-payment  with  respect  to  any indebtedness or obligations under any of the
Loan  Documents;  (g)  any  lack  of  notice  of  disposition  or  of  manner of
disposition  of any Collateral; (h) any lack of other notices to which Guarantor
might  otherwise be entitled; (i) failure to properly record any document or any
other  lack  of  due  diligence  by  Lender in creating or perfecting a security
interest  in or collection, protection, or realization upon any Collateral or in
obtaining  reimbursement  or  performance  from  any  person  or  entity  now or
hereafter  liable  for the Loan Documents or any obligation secured thereby; (j)
any  invalidity,  irregularity, or unenforceability, in whole or in part, of any
one  or  more of the Loan Documents; (k) the inaccuracy of any representation or
other  provision  contained  in  any  Loan  Document;
(l)  any  sale or assignment of the Loan Documents, in whole or in part; (m) any
sale  or  assignment  by  Borrower  of  the  Collateral, or any portion thereof,
whether or not consented to by Lender; (n) any lack of commercial reasonableness
in  dealing  with  Collateral;  (o)  any  deficiencies  in the Collateral or any
deficiency  in  the  ability of Lender to collect or obtain performance from any
persons  or  entities  now or hereafter liable for the payment or performance of
any  obligation  hereby guaranteed; (p) an assertion or claim that the automatic
stay  provided  by  11  U.S.C.   362  (arising upon the voluntary or involuntary
bankruptcy  proceeding  of Borrower), or any other stay provided under any other
debtor relief law (whether statutory, common law, case law, or otherwise) of any
jurisdiction  whatsoever,  now  or  hereafter  in effect, which may be or become
applicable,  shall  operate  or  be  interpreted  to stay, interdict, condition,
reduce,  or  inhibit the ability of Lender to enforce any of its rights, whether
now  or  hereafter  acquired,  which  Lender  may  have against Guarantor or the
Collateral;  (q)  any  modifications  of the Loan Documents or any obligation of
Borrower  relating  to  the  Loan by operation of law or by action of any court,
whether  pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other
debtor relief law (whether statutory, common law, case law, or otherwise) of any
jurisdiction  whatsoever,  now or hereafter in effect, or otherwise; and (r) any
action,  occurrence,  event,  or  matter consented to by Guarantor under Section
3.01  hereof,  under  any  other  provision  hereof,  or  otherwise.
3.04  Liability of Guarantor.  This is a guaranty of payment and performance and
      ----------------------
not  of  collection.  The  liability  of  Guarantor hereunder shall be joint and
several  with  any  other  guarantors of the obligations guaranteed hereby.  The
liability of Guarantor under this Guaranty shall be direct and immediate and not
conditional  or  contingent upon the pursuit of any remedies against Borrower or
any  other person (including, without limitation, other guarantors, if any), nor
against the Collateral.  Guarantor waives any right to require that an action be
brought against Borrower or any other person or to require that resort be had to
any  Collateral  or to any balance of any deposit account or credit on the books
of  Lender  in  favor  of  Borrower  or any other person.  In the event that, on
account  of  the  Bankruptcy Reform Act of 1978, as amended, or any other debtor
relief  law  (whether  statutory,  common  law,  case  law, or otherwise) of any
jurisdiction  whatsoever,  now  or  hereafter  in effect, which may be or become
applicable, Borrower shall be relieved of or fail to incur any debt, obligation,
or  liability as provided in the Loan Documents, Guarantor shall nevertheless be
fully  liable  therefor.  In  the  event  of a default under the Loan Documents,
Lender  shall  have  the  right  to  enforce  its  rights,  powers, and remedies
(including,  without  limitation,  foreclosure  of  all  or  any  portion of the
Collateral)  thereunder  or hereunder, in any order, and all rights, powers, and
remedies available to Lender in such event shall be non-exclusive and cumulative
of all other rights, powers, and remedies provided thereunder or hereunder or by
law  or  in  equity.  If  the indebtedness and obligations guaranteed hereby are
partially  paid  or  discharged by reason of the exercise of any of the remedies
available  to  Lender, this Guaranty shall nevertheless remain in full force and
effect,  and  Guarantor  shall  remain liable for all remaining indebtedness and
obligations  guaranteed  hereby, even though any rights which Guarantor may have
against  Borrower  may  be  destroyed  or diminished by the exercise of any such
remedy;  and if the indebtedness and obligations guaranteed hereby are otherwise
partially  paid  or  discharged  for  any reason, including voluntary payment or
prepayment, application of insurance proceeds or condemnation awards, additional
financing,  or refinancing, or sale of the Collateral or a portion thereof, with
or  without  the  consent  or  cooperation  of  Lender,  this  Guaranty  shall
nevertheless  remain in full force and effect, and Guarantor shall remain liable
for  all  remaining  indebtedness  and obligations guaranteed hereby.  Guarantor
covenants  and  agrees that, upon the commencement of a voluntary or involuntary
bankruptcy  proceeding by or against Borrower, Guarantor shall not seek or cause
Borrower  or  any  other  person  or entity to seek a supplemental stay or other
relief,  whether  injunctive  or  otherwise,  pursuant to 11 U.S.C.   105 or any
other  provision  of the Bankruptcy Reform Act of 1978, as amended, or any other
debtor relief law (whether statutory, common law, case law, or otherwise) of any
jurisdiction  whatsoever,  now  or  hereafter  in effect, which may be or become
applicable,  to  stay,  interdict,  condition, reduce, or inhibit the ability of
Lender  to  enforce  any rights of Lender against Guarantor or the Collateral by
virtue  of  this  Guaranty or otherwise.  No exculpatory or similar provision of
the  Loan  Documents  which  limits, or relieves Borrower or any other person or
entity  from,  any  personal  or  direct  liability  of  Borrower under the Loan
Documents shall limit or relieve Guarantor from any such liability, it being the
intention  of the parties hereto that Guarantor be liable for all obligations of
the  Borrower under any provision of the Loan Documents notwithstanding any such
exculpatory  or  similar provision.  The obligations of Guarantor and the rights
of  Lender  hereunder  are  in  addition to the obligations of Guarantor and the
rights  of  Lender  under  any  other  guaranty  or indemnity agreement given by
Guarantor  to  Lender  in  connection with the Loan, and payments made under one
guaranty or indemnity agreement shall not reduce the liabilities and obligations
of  Guarantor  under  any  other  guaranty  or  indemnity  agreement.
3.05  Security  Interest  and  Setoff.  Without implying any waiver by Lender of
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any  rights  or remedies (including, without limitation, any right of setoff) to
which Lender may be entitled, Guarantor hereby grants to Lender, as security for
the  liabilities  and  obligations of Guarantor hereunder, a lien upon, security
title  to,  and  a  security  interest  in all of Guarantor's balances, credits,
deposits,  accounts, instruments, items, moneys, or other property of every kind
and  description  now  or hereafter in the possession or control of or otherwise
with Lender for any reason, including all dividends and distributions thereon or
other  rights  in connection therewith.  Lender may, without demand or notice of
any  kind,  at any time, or from time to time, and without exercising any rights
or  remedies  against  Borrower,  any  other  person or the Collateral, when any
amount  shall  be  due  and  payable hereunder by Guarantor, exercise any remedy
available  under  law,  including  the  appropriation and application toward the
payment of such amount, and in such order of application as Lender may from time
to  time  elect,  any  such  balances, credits, deposits, accounts, instruments,
items,  moneys,  or  other  property  of  Guarantor.  The  proceeds  of any such
disposition  may  be  applied  to  reasonable attorneys' fees and other expenses
incurred  by Lender.  Guarantor hereby designates, appoints, and empowers Lender
irrevocably  as  its attorney-in-fact, at Guarantor's cost and expense, to do in
the  name  of  Guarantor  any and all actions which Lender may deem necessary or
advisable  to carry out the terms hereof upon the failure, refusal, or inability
of Guarantor to do so and to transfer to Lender's name or any third party's name
any  property of Guarantor as to which Lender desires to exercise its rights and
remedies  hereunder.
3.06  Application  of  Payments.  Guarantor  hereby  authorizes  Lender, without
      -------------------------
notice to Guarantor, to apply all payments and credits received from Borrower or
from  Guarantor  or realized from any security to the indebtedness, obligations,
and  undertakings  of  Borrower (whether or not the same are the subject of this
Guaranty)  in  such  manner  and in such priority as Lender in its sole judgment
shall  determine.
3.07  Financial  Statements.  Guarantor  acknowledges  that  the  Loan Documents
      ---------------------
require  that  Borrower  provide  or  cause  to  be  provided  to Lender certain
financial statements of Guarantor.  Guarantor hereby agrees to provide to Lender
all  such  financial  statements  in  such form and at such times as is required
under  the  provisions  of  the  Loan  Documents.
3.08  Warranties.  Guarantor  warrants and represents (a) that the execution and
      ----------
delivery of this Guaranty do not violate or constitute a breach of any agreement
to  which  Guarantor is a party or any applicable laws, and (b) that there is no
litigation,  claim,  action,  or  proceeding,  pending  or  threatened  against
Guarantor  which  would adversely affect the financial condition of Guarantor or
the  ability of Guarantor to fulfill all obligations of Guarantor hereunder, and
(c)  that  all  financial statements heretofore delivered by Guarantor to Lender
are  true  and  correct  in all respects as of the date thereof, and no material
change  has  occurred  in  the  financial  condition of Guarantor since the date
thereof.
3.09  Condition  of  Borrower.  Guarantor warrants and represents that Guarantor
      -----------------------
is  fully  aware  of  the  financial  condition of Borrower and is executing and
delivering  this  Guaranty  based  solely  upon  Guarantor's  own  independent
investigation  of all matters pertinent hereto; that Guarantor is not relying in
any  manner upon any representation or statement of Lender.  Guarantor warrants,
represents,  and agrees that Guarantor is in a position to obtain, and Guarantor
hereby  assumes  full  responsibility  for obtaining, any additional information
concerning  the  financial  condition of Borrower and any other matter pertinent
hereto; and that Guarantor is not relying upon Lender to furnish, and shall have
no  right  to require Lender to obtain or disclose, any information with respect
to the indebtedness or obligations guaranteed hereby, the financial condition or
character  of  Borrower,  or  the ability of Borrower to pay the indebtedness or
perform  the  obligations  guaranteed hereby, the existence of any collateral or
security  for  any  or all of such indebtedness or obligations, the existence or
nonexistence  of any other guaranties of all or any part of such indebtedness or
obligations,  any  actions or non-action on the part of Lender, Borrower, or any
other person or entity, or any other matter, fact, or occurrence whatsoever.  By
executing  this  Guaranty, Guarantor acknowledges and knowingly accepts the full
range  of  risks  encompassed  within  a  contract  of  guaranty.
                         ARTICLE IV - GENERAL CONDITIONS
                         -------------------------------
     4.01  Service  of  Process.  Guarantor  hereby  (a)  submits  to  personal
           --------------------
jurisdiction  in  the  State of Kansas for the enforcement of this Guaranty, and
(b)  waives  any  and  all  rights  under  the  law  of  any  state to object to
jurisdiction  within  the  State  of  Kansas  for  the purposes of litigation to
enforce  this Guaranty.  Nothing contained herein, however, shall prevent Lender
from  bringing  any  action  or  exercising  any  rights against any security or
against  Guarantor  personally, or against any property of Guarantor, within any
other  state.  Initiating  such  proceeding  or  taking such action in any other
state  shall  in  no event constitute a waiver of the agreement contained herein
that  the  law of the State of Kansas shall govern the rights and obligations of
Guarantor  and Lender hereunder or of the submission herein made by Guarantor to
personal  jurisdiction  within  the  State  of  Kansas.  The  aforesaid means of
obtaining  personal  jurisdiction  is  not  intended  to  be  exclusive  but  is
cumulative and in addition to all other means of obtaining personal jurisdiction
now  or  hereafter  provided  by  the  law  of  the  State  of  Kansas.

     4.02  Waiver  of  Rights.  Guarantor  hereby  waives  and renounces, to the
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fullest  extent  permitted  by law, all rights to the benefits of any statute of
limitations  and  any  moratorium,  reinstatement,  marshalling,  forbearance,
valuation,  stay,  extension,  redemption, appraisement, exemption and homestead
law  or  principle of law now or hereafter provided by the Constitution and laws
of the United States of America and of each state thereof, both as to itself and
in  and  to  all of its property, real and personal, against the enforcement and
collection  of  the  obligations  evidenced  by  this  Guaranty.
4.03  Communications.  Unless  and  except  as  otherwise  specifically provided
      --------------
herein,  any and all notices, elections, approvals, consents, demands, requests,
and responses thereto ("Communications") permitted or required to be given under
                        --------------
this  Guaranty  shall  be in writing, signed by or on behalf of the party giving
the  same,  and  shall be delivered to the parties in the manner provided in the
Loan  Agreement  to  the  addresses  set  forth  hereinbelow:
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
5  Park  Plaza,  Suite  400
Irvine,  California  92614
Attention:  Mr.  David  Stoller
Facsimile:  (949)  476-8718
with  a  copy  to:     Patrick  M.  McGeehan,  Esq.
McKenna  Long  &  Aldridge  LLP
303  Peachtree  Street,  Suite  5300
Atlanta,  Georgia  30308
Facsimile:  (404)  527-4198
and,  if  given to Guarantor, must be addressed as follows, subject to change as
provided  hereinabove:

               Emeritus  Corporation
               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

     4.04  Irrevocability  and  Revival.  This  Guaranty shall be irrevocable by
           ----------------------------
Guarantor  and  shall  remain in effect until all indebtedness guaranteed hereby
has  been  completely  repaid  and  until  all  obligations  and undertakings of
Borrower  under,  by  reason  of,  or  pursuant  to the Loan Documents have been
completely  performed, including obligations which survive repayment of the Loan
or  realization  upon  the  Collateral.  This  Guaranty  shall  continue  to  be
effective  or  be  revived and reinstated, as the case may be, in the event that
any  payment  received by Lender of any of the indebtedness guaranteed hereby is
avoided, returned or rescinded by reason of any present or future federal, state
or  other  law or regulation relating to bankruptcy, insolvency, or other relief
of  debtors  or  for  any  other  reason.
4.05  Limit  of  Validity.  If  from any circumstances whatsoever fulfillment of
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any provisions of this Guaranty, at the time performance of such provision shall
be due, shall involve transcending the limit of validity presently prescribed by
any  applicable  usury  statute  or  any  other  applicable  law  with regard to
obligations  of  like character and amount, then ipso facto the obligation to be
                                                 ---- -----
fulfilled  shall  be  reduced to the limit of such validity, so that in no event
shall  any  exaction  be  possible  under this Guaranty that is in excess of the
current  limit  of  such validity, but such obligation shall be fulfilled to the
limit  of  such  validity.  The  provisions  of this section shall control every
other  provision  of  this  Guaranty.
4.06  Applicable  Law.  This  Guaranty  shall  be  interpreted,  construed  and
      ---------------
enforced  according to the substantive law of the State of Kansas without giving
      -
effect  to  its  principles  of  choice  of  law  or  conflicts  of  law.
4.07  Miscellaneous.  Time  is of the essence with respect to all obligations of
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Guarantor hereunder.  This Guaranty may not be changed orally, and no obligation
of  Guarantor  can  be  released  or waived by Lender or any officer or agent of
Lender,  except by a writing signed by a duly authorized officer of Lender.  The
provisions  of  this  Guaranty  shall  be  binding upon Guarantor and the heirs,
executors,  legal  representatives, successors, successors-in-title, and assigns
of  Guarantor  and  shall  inure to the benefit of Lender, the heirs, executors,
legal  representatives,  successors, successors-in-title, and assigns of Lender.
This  Guaranty  shall  in  no event be impaired by any change which may arise by
reason  of  the  death of Borrower or Guarantor, if individuals, or by reason of
the  dissolution  of  Borrower  or  Guarantor,  if  Borrower  or  Guarantor is a
corporation  or  partnership.  Guarantor has executed this Guaranty individually
and  not  as  a  partner  of  Borrower or any other guarantor.  This Guaranty is
assignable  by Lender, and any full or partial assignment hereof by Lender shall
operate  to vest in the assignee all rights and powers herein conferred upon and
granted  to Lender and so assigned by Lender.  Guarantor expressly waives notice
of  transfer or assignment of this Guaranty and acknowledges that the failure by
Lender  to  give  any  such notice shall not affect the liabilities of Guarantor
hereunder.  Notwithstanding the foregoing, Guarantor shall not assign any of its
rights  or  obligations under this Guaranty.  All personal pronouns used herein,
whether  used  in  the  masculine, feminine, or neuter gender, shall include all
other genders; and the singular shall include the plural and vice versa.  Titles
of  articles  and sections are for convenience only and in no way define, limit,
amplify, or describe the scope or intent of any provisions hereof.  If Guarantor
is  a  partnership, all of the provisions hereof referring to Guarantor shall be
construed  to  apply to each of the general partners of Guarantor and of any and
all  further  tiers  of  general  partners  in the structure of Guarantor.  This
Guaranty  contains the entire agreement between Guarantor and Lender relating to
the  guarantying  of  the  Loan by Guarantor and supersedes entirely any and all
prior  written or oral agreements with respect thereto; and Guarantor and Lender
acknowledge  that  there  are no contemporaneous oral agreements with respect to
the  subject  matter  hereof.
4.08  Environmental  Indemnity.  The  obligations  of Guarantor hereunder are in
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addition  to  any  and  all  obligations  of  Guarantor  under  that  certain
Environmental  Indemnity  Agreement,  of  even  date  herewith,  by Borrower and
Guarantor  in  favor  of  Lender.
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<PAGE>
     IN  WITNESS  WHEREOF, Guarantor has executed this Guaranty under seal as of
the  date  first  above  written.

EMERITUS  CORPORATION,  a  Washington  corporation
By:   /s/  Daniel R. Baty
     Name: Daniel R. Baty
     Title: President