NOTE

                                      NOTE


$4,400,000.00     August  28,  2003
     Seattle,  Washington
          FOR  VALUE  RECEIVED,  EMERITUS  CORPORATION,  a corporation organized
under  the  laws of the State of Washington ("Borrower"), shall pay to the order
of  HEALTH  CARE REIT, INC., a corporation organized under the laws of the State
of  Delaware ("Lender"), the principal sum of Four Million Four Hundred Thousand
Dollars  ($4,400,000.00),  or  so  much  thereof  as shall have been advanced to
Borrower,  with  interest  on  so  much  thereof  as  shall from time to time be
outstanding  at  the  rate  of  interest  set  forth  below,  until  fully paid.
1.     Definitions.
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               "Business Day" means any day which is not a Saturday or Sunday or
a  public holiday under the laws of the United States of America or the State of
Ohio.
               "Closing  Date"  means  the  date  of  the  first disbursement of
proceeds  under  this  Note.
               "Commencement  Date"  means  [i]  the Closing Date if the Closing
Date occurs on the first day of a month or [ii] the first day of the month after
the  Closing Date if the Closing Date occurs on any day other than the first day
of  the  month.
               "Default  Rate"  means  the  greater  of  [i] 2.50% plus the then
applicable  interest  rate  or  [ii]  18.50%.
               "Event  of  Default"  has  the  meaning  set  forth  in  8.
               "Fixed  Rate  Increaser  Amount"  means 50 basis points per year.
               "Maturity  Date"  means the third anniversary of the Commencement
Date.
               "State"  means  the  State  of  Ohio.
2.     Interest  Rate.
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(a)     Initial Rate.  Interest shall accrue on the principal amount outstanding
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     hereunder from time to time from and after the Closing Date until the first
anniversary  of the Commencement Date at the rate of 12% per annum.  Thereafter,
on  each  anniversary of the Commencement Date, the interest rate then in effect
will  be  increased  on  an  annual  basis  by  the Fixed Rate Increaser Amount.
(b)     Default  Rate.  After  the  occurrence  and during the continuance of an
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Event  of Default, Borrower shall pay interest on this Note, and on any judgment
on  this  Note,  at  the  Default  Rate.
(c)     Computation Method.  All interest rates shall be calculated based on the
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     actual  number  of  days  elapsed  over  a  360-day  year (365/360 method).
3.     Payments.
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(a)     On  the  Closing  Date, Borrower shall make a payment of interest on the
outstanding  principal  balance  of  the  Loan  for the period commencing on the
Closing  Date  and  ending  on  the  day  before  the  Commencement  Date;
(b)     Commencing  on  the  first day of the first month after the Commencement
Date  and  on  the first day of each month thereafter until the first day of the
month before the Maturity Date, Borrower shall make monthly payments of interest
     only  sufficient  to  pay  all  interest  accrued  pursuant  to  2  hereof;
(c)     On the Maturity Date, Borrower shall make a balloon payment equal to the
     outstanding  balance  of  this  Note  including  the  outstanding principal
balance,  all  accrued  and  unpaid interest and all charges, expenses and other
amounts  payable  by  Borrower  to  Lender.
4.     Method  and  Place  of Payment.  Borrower shall make all payments on this
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Note  at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio  43603-1475, or at
such  other  place  as the holder hereof may designate.  Borrower shall make all
payments  in  lawful  money  of the United States of America by wire transfer of
immediately  available  funds.
5.     Prepayment.  Borrower  shall have the privilege of prepaying this Note in
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whole  or  in  part  at  any  time  without  penalty.
6.     Late  Charge.  Borrower  acknowledges that any default in any payment due
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under this Note will result in loss and additional expense to Lender in handling
     such  delinquent payments and meeting Xxxxxx's other financial obligations.
Because  such loss and additional expense is extremely difficult and impractical
to  ascertain,  Xxxxxxxx  agrees  that  if any payment hereunder (other than the
final  payment  on  maturity)  is  not  paid  within 10 days after the due date,
Borrower  shall  pay,  as a reasonable estimate of such loss and expense, a late
charge  equal  to  the lesser of [i] 5% of the amount of the overdue payment, or
[ii]  the  maximum  amount  permitted  by  applicable  law.
7.     Application  of  Payments.  Unless  Lender  elects otherwise, in its sole
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discretion,  all payments and other amounts received by Xxxxxx shall be credited
as  follows:  [i]  first  to  any  charges,  costs, expenses and fees payable by
Borrower  under  this  Note  or  incurred  by  Lender  for the protection of any
collateral securing the payment of this Note, if not paid by Borrower by the due
     date;  [ii] second to interest on the foregoing amounts at the Default Rate
from  the due date or date of payment by Xxxxxx, as the case may be; [iii] third
to  accrued  but  unpaid  interest  on  this Note; [iv] fourth, to the principal
amount  outstanding;  and  [v]  the  balance,  if  any,  to  Borrower.
8.     Default.  Any  one  or  more  of the following events shall constitute an
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"Event  of  Default"  hereunder:
(a)     Borrower  fails  to pay any installment on the Note within 10 days after
such  payment  is  due.
(b)     Borrower fails to maintain its existence, except in the case of a merger
or  consolidation  by Borrower, if the surviving entity in such merger has a net
worth  immediately  after  the merger or consolidation at least equal to that of
the  Borrower  immediately  prior  thereto.
(c)     [i]  The  filing  by  Borrower  of  a  petition  under  11 U.S.C. or the
commencement of a bankruptcy or similar proceeding by Borrower: [ii] the failure
by  Borrower  within  60  days  to dismiss an involuntary bankruptcy petition or
other commencement of a bankruptcy, reorganization or similar proceeding against
Borrower,  or  to  lift or stay any execution, garnishment or attachment of such
consequences as will impair its ability to carry on its operation at a Facility;
[iii]  the  entry of an order for relief under 11 U.S.C. in respect of Borrower;
[iv]  any assignment by Borrower for the benefit of its creditors; [v] the entry
by  Borrower  into  an  agreement  of  composition  with its creditors; [vi] the
approval  by  a  court  of  competent  jurisdiction  of a petition applicable to
Borrower  in  any  proceeding  for  its  reorganization  instituted  under  the
provisions  of  any  state or federal bankruptcy, insolvency or similar laws; or
[vii]  appointment  by  final  order, judgment or decree of a court of competent
jurisdiction  of  a  receiver  of  the  whole  or  any  substantial  part of the
properties  of  Borrower  (provided such receiver shall not have been removed or
discharged  within  60  days  of  the  date  of  his  qualification).
(d)     An  Event  of  Default  pursuant  to  any  one  of  the  following Lease
Agreements  ("Lease")  of even date:  [i] HCRI Fairmont Properties, LLC lease to
Emeritus  Properties  XII,  LLC  of  property  in  Manassas, Virginia; [ii] HCRI
Xxxxxxxx  Properties,  LLC  lease  to  Emeritus Properties X, LLC of property in
Kirkland,  Washington;  [iii]  HCRI  Drum Hill Properties, LLC lease to Emeritus
Properties  IX,  LLC  of  property  in  Chelmsford,  Massachusetts; or [iv] HCRI
Ridgeland  Pointe  Properties,  LLC  lease  to Ridgeland Assisted Living, LLC of
property  in  Ridgeland,  Mississippi.
(e)     Any  material representation or warranty made by Borrower in any report,
certificate,  application,  financial statement or other instrument furnished by
Borrower  pursuant  hereto  or  thereto  shall  prove to be false, misleading or
incorrect  in  any  material  respect  as  of  the  date  made.
(f)     Borrower  defaults  on  any  indebtedness or obligation to Lender or any
affiliate  of  Lender  or  any agreement with Lender or any affiliate of Lender,
which  default  is  not cured within any applicable cure period.  This provision
applies  to  all  such  indebtedness,  obligations and agreements as they may be
amended,  modified,  extended  or  renewed  from  time  to  time.
(g)     Any  Event  of  Default pursuant to any Loan Document, as defined in the
Lease,  which  is  due  to the acts or omissions of Borrower or Tenant under the
Lease.
(h)     all  or  a  substantial  part  of  the  assets of Borrower are attached,
seized,  subjected  to  a  writ or distress warrant, or are levied upon, or come
into  the  possession  of  any  receiver, trustee, custodian or assignee for the
benefit  of  creditors  and  are  not  released  within  60  days;
(i)      Borrower is enjoined, restrained or in any way prevented by court order
or  any  proceeding  is filed or commenced seeking to enjoin, restrain or in any
way  prevent Lender from conducting all or a substantial part of its business or
affairs;
(j)     Without  waiving  any  prior  or subsequent Event of Default, Lender may
waive  any  Event  of  Default or, with or without waiving any Event of Default,
remedy  any  default.
9.     Acceleration  and  Other  Remedies.  Upon  the occurrence of any Event of
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Default, in addition to all other remedies at law or in equity, at the option of
     Lender  [i]  the outstanding principal balance of this Note and all accrued
and  unpaid interest thereon and all other amounts payable by Borrower to Lender
shall  be  immediately  due  and  payable,  and [ii] all such amounts shall bear
interest  at  the Default Rate from the date of the Event of Default until paid.
Lender may exercise either or both options without notice or demand of any kind.
Additionally,  Lender may take whatever action at law or in equity as may appear
necessary  or  desirable  to  collect  any  monies then due and/or thereafter to
become  due.
10.     Governing  Law.  This  Note  shall  be  governed  by  and  construed  in
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accordance  with  the  internal  laws of the State, without giving effect to the
conflict  of  laws  rules  thereof.
11.     Time  is  of the Essence.  Time is of the essence in the payment of this
        ------------------------
Note.
12.     Holidays.  If any installment of this Note becomes due on a day which is
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     not a Business Day, Borrower may pay the installment on the next succeeding
day  on  which  banking  institutions  are  open.
13.     Waivers.  None  of the following shall be a course of dealing, estoppel,
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waiver  or  the  like  on  which  any party to this Note may rely:  [i] Lender's
acceptance  of  one  or more late or partial payments; [ii] Lender's forbearance
from  exercising  any  right  or  remedy  under  this  Note;  or  [iii] Lender's
forbearance  from  exercising  any right or remedy under this Note on any one or
more  occasions.  Xxxxxx's  exercise  of  any  rights or remedies or a part of a
right  or  remedy  on  one  or  more  occasions  shall  not preclude Lender from
exercising  the right or remedy at any other time.  Xxxxxx's rights and remedies
under  this  Note  and the law and equity are cumulative to, but independent of,
each  other.
14.     Representations.  Borrower  [i]  acknowledges that Lender would not have
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extended  the  credit evidenced by this Note and will not continue to extend the
credit  but  for  the  obligations  of Borrower; [ii] warrants that Borrower has
executed  this  Note  to  induce  Lender to extend and to continue to extend the
credit;  [iii]  warrants  that  Borrower  has  received  good  and  valuable
consideration  for  executing this Note; and [iv] warrants that Borrower has not
executed  this  Note  in  reliance  upon  the  existence  of the security for or
guaranty  or  promise  of  the  payment  of  this  Note.
15.     Indulgences.  Without  notice,  Lender  may  do  or  refrain  from doing
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anything  affecting  this  Note,  as many times as Lender desires, including the
following:  [i]  granting  or  not granting any indulgences to anyone liable for
payment of this Note; [ii] releasing any security or anyone or any property from
     liability  on  this Note; [iii] amending this Note, including extending the
time  for  payment  of  this  Note.
16.     No  Release  of Liability.  No obligations of Borrower shall be affected
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by  [i]  any  default  in  this Note when accepted by Lender or arising any time
thereafter;  [ii]  the  unenforceability of or defect in this Note; or [iii] the
insolvency, dissolution, liquidation or winding up of affairs of Borrower or the
     start  of  insolvency proceedings by or against any such party.  EACH PARTY
TO THIS NOTE WAIVES ALL SURETYSHIP AND OTHER SIMILAR DEFENSES.  Borrower may not
enforce  any  right of subrogation or contribution unless and until this Note is
paid  in  full  and  waives  all rights of subrogation against any party that is
subject  to  insolvency  proceedings unless and until this Note is paid in full.
17.     Notices.  All  notices,  demands,  requests  and  consents  (hereinafter
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"notices")  given pursuant to this Note shall be in writing, and shall be served
by  [i]  personal  delivery,  [ii] United States Mail, postage prepaid; or [iii]
nationally  recognized  overnight  courier  to  the  following  addresses:
To  Borrower:     Emeritus  Corporation
     0000  Xxxxxxx  Xxxxxx,  Xxxxx  000
     Xxxxxxx,  Xxxxxxxxxx  00000

To  Lender:     Health  Care  REIT,  Inc.
     One  SeaGate,  Suite  1500
     P.O.  Box  1475
     Toledo,  Ohio  43603

All  notices  shall  be deemed to be given upon the earlier of actual receipt or
three  days  after  deposit  in the United States mail or one business day after
deposit with the overnight courier.  Xxxxxx and Xxxxxxxx may change their notice
address  at  any  time  by giving the other party written notice of such change.
18.     Representation  and  Warranty  Regarding  Business  Purpose.  Borrower
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represents  and  warrants  that  the loan evidenced by this Note is for business
purposes only and not for personal, family, household, or agricultural purposes.
19.     Security.  This  Note  is  unsecured.
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20.     Protest.  Each  party  to  this  Note waives protest, notice of protest,
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demand,  dishonor  or  default,  presentment  for  payment,  notice of intent to
declare  this  Note immediately due and payable, notice of declaration that this
Note is immediately due and payable in full, all other notices, and all demands.
21.     Savings  Clause.  The intention of Xxxxxx and Borrower is to comply with
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the  laws  of  the  State  concerning  the  rate  of  interest  on  this  Note.
Notwithstanding  any other provision in this Note or in any other document given
in  connection with this Note, Borrower shall not be required to pay interest in
excess  of  the  maximum  lawful  rate.  To  the  extent  the amount of interest
provided  in  this  Note  ever  exceeds  the  maximum  lawful  rate (the "Excess
Interest"),  [i] the provisions of this paragraph shall govern and control; [ii]
Borrower  shall  not  be  obligated to pay any Excess Interest; [iii] any Excess
Interest  that  Lender  may  have  received  shall  be credited against the then
outstanding  balance due under this Note and, if the Excess Interest exceeds the
outstanding  balance,  the excess amount shall be refunded to Borrower; [iv] the
rate  of  interest  under this Note or the Default Rate, as applicable, shall be
automatically  reduced  to  the  maximum lawful rate and this Note and any other
documents given in connection therewith shall be deemed reformed and modified to
     reflect such reduction; and [v] subject to the foregoing provisions of this
paragraph,  Borrower  shall  have  no  action  or  remedy against Lender for any
damages  whatsoever  or  any  defense  to  enforcement  of the note or any other
documents given in connection therewith arising out of the payment or collection
of any Excess Interest.  In determining whether interest paid or payable on this
Note  exceeds  the  maximum  lawful  rate,  Xxxxxxxx agrees to exclude voluntary
prepayment  fees from the calculation of interest and to spread the total amount
of  interest  throughout  the  entire  contemplated  term  of  this  Note.
22.     Attorney's  Fees  and  Expenses.  Borrower  shall  pay  to  Lender  all
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reasonable  costs  and expenses incurred by Xxxxxx in administering the Loan and
the  security  for  the Loan, enforcing or preserving Lender's rights under this
Note,  and  in all matters of collection, whether or not an Event of Default has
actually  occurred  or has been declared and thereafter cured, including but not
limited to, [i] attorney's and paralegal's fees and disbursements; [ii] the fees
     and  expenses  of  any  litigation, administrative, bankruptcy, insolvency,
receivership  and  any  other  similar  proceeding;  [iii] court costs; [iv] the
expenses  of Lender, its employees, agents, attorneys and witnesses in preparing
for litigation, administrative, bankruptcy, insolvency and other proceedings and
for  lodging,  travel,  and  attendance  at meetings, hearings, depositions, and
trials;  and  [v]  consulting  and witness fees incurred by Xxxxxx in connection
with  any  litigation  or  other  proceeding.
23.     Severability.  If any clause, provision, section or article of this Note
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     is  ruled invalid by any court of competent jurisdiction, the invalidity of
such  clause,  provision,  section,  or  article  shall  not  affect  any of the
remaining  provisions  hereof.
24.     Assignment.  Borrower  shall  not  assign  its  rights  nor delegate its
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obligations  under  this  Note.
25.     Amendment.  This  Note  may  not  be amended except in writing signed by
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Borrower  and  Lender.  All  references to this Note, whether in this Note or in
any other document or instrument, shall be deemed to incorporate all amendments,
     modifications,  and  renewals  of  this  Note  and  all  substitutions made
therefor  after  the  date  hereof.
26.     CONSENT  TO  JURISDICTION.  BORROWER  HEREBY  IRREVOCABLY  SUBMITS  AND
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CONSENTS  TO  THE  NON-EXCLUSIVE  JURISDICTION AND VENUE OF ANY STATE OR FEDERAL
COURT  HAVING  JURISDICTION OVER XXXXX COUNTY, OHIO FOR ANY ACTION OR PROCEEDING
TO  ENFORCE  OR  DEFEND ANY MATTER ARISING FROM OR RELATED TO [I] THE COMMITMENT
LETTER  FOR  THE  LOAN EVIDENCED BY THIS NOTE; [II] THIS NOTE; OR [III] ANY LOAN
DOCUMENT  EXECUTED  IN  CONNECTION  WITH THIS NOTE.  BORROWER HEREBY IRREVOCABLY
WAIVES,  TO THE FULLEST EXTENT BORROWER MAY EFFECTIVELY DO SO, THE DEFENSE OF AN
INCONVENIENT  FORUM  TO  THE  MAINTENANCE  OF  ANY  SUCH  ACTION  OR PROCEEDING.
XXXXXXXX  AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT
     OR  IN  ANY  OTHER  MANNER  PROVIDED  BY  LAW.
          XXXXXXXX  AGREES  NOT  TO  INSTITUTE  ANY  LEGAL  ACTION OR PROCEEDING
AGAINST  LENDER OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT OR PROPERTY OF LENDER,
CONCERNING ANY MATTER ARISING OUT OF OR RELATING TO THE COMMITMENT LETTER OR ANY
LOAN  DOCUMENT  IN  ANY  COURT  OTHER  THAN  A  STATE  OR  FEDERAL  COURT HAVING
JURISDICTION  OVER  XXXXX COUNTY, OHIO UNLESS SUCH COURTS LACK SUBJECT MATTER OR
IN  PERSONAM JURISDICTION IN WHICH CASE SUCH ACTION OR PROCEEDING MAY BE BROUGHT
IN  ANY  COURT  WHICH  HAS  SUCH  JURISDICTION.
          BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS BY LENDER IN ANY MANNER
AND IN ANY JURISDICTION PERMITTED BY LAW.  NOTHING HEREIN SHALL AFFECT OR IMPAIR
XXXXXX'S  RIGHT  TO  SERVE  LEGAL  PROCESS  IN  ANY  MANNER PERMITTED BY LAW, OR
XXXXXX'S  RIGHT  TO  BRING  ANY  ACTION  OR  PROCEEDING  AGAINST BORROWER OR THE
PROPERTY  OF  BORROWER  IN  THE  COURTS  OF  ANY  OTHER  JURISDICTION.
27.     WAIVER  OF  JURY TRIAL.  TO THE FULLEST EXTENT PERMITTED BY LAW, XXXXXX,
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BY  ITS  ACCEPTANCE  OF THIS NOTE, AND BORROWER HEREBY KNOWINGLY AND VOLUNTARILY
WAIVE  THE  RIGHT  TO  A  JURY  TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIMS
ARISING  OUT  OF  OR  RELATING  TO  THIS  NOTE.
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          IN  WITNESS  WHEREOF, the undersigned has executed this Note effective
as  of  the  date  first  set  forth  above.
     EMERITUS  CORPORATION
     By:   Xxxxxxx  X.  Xxxxxxx
     Title:  Director  of  Real  Estate