EMERITUS CORP\WA\
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit105313.txt
<TEXT>

                               FOURTH AMENDMENT TO
                              MANAGEMENT AGREEMENT
                        (AL II - 14 Operating Facilities)
                                     (GMAC)



     This  Fourth  Amendment  to Management Agreement (this "Amendment") is made
effective  this  30th day of June, 2003, by and among Emeritus Management LLC, a
Washington  limited  liability  company  ("Emeritus  Management"),  Emeritus
Management  I  LP, a Washington Corporation ("Emeritus"), AL Investors II LLC, a
Delaware  limited  liability company ("AL Investors II"), for itself and as sole
managing  member  or  sole managing member of the general partner of each of the
Facility  Entities  set  forth  on  Exhibit  A to the AL II Management Agreement
(GMAC) (as amended and as hereinafter defined) which own a Facility other than a
Refinanced  Facility.

                                    Recitals
                                    --------

A.     Emeritus  Management,  Texas  Manager,  Emeritus, AL Investors II, ESC I,
L.P.,  a  Washington limited partnership ("ESC"), ESC G.P. I, Inc., a Washington
corporation  ("ESCGP"),  and  Emeritus  Properties,  I,  Inc.,  a  Washington
corporation  ("EPI")  entered into that certain Management Agreement with Option
to  Purchase  (AL II - 14 Operating Facilities), dated March 26, 1999, which was
thereafter  amended  by  (1)  Amendment  to  Management  Agreement  (AL  II - 14
Operating Facilities), dated March 27, 2000 (the "First Amendment"), pursuant to
     which the Refinanced Facilities (as defined therein) were deleted, and were
included  instead  in  that certain Management Agreement with Option to Purchase
(Teachers),  dated  March 27, 2000 (the "ALII Management Agreement (Teachers)"),
(2)  by  Second  Amendment  to  Management  Agreement  dated March 22, 2001 (the
"Second Amendment"), and (3) Third Amendment to Management Agreement (the "Third
Amendment")  as  so  segregated  and  amended,  the  "AL II Management Agreement
(GMAC)",  ESC,  ESCGP  and  EPI  have  ceased  to  be  Managers  under the AL II
Management  Agreement  (GMAC).

B.     The  Senior  Lender has agreed to extend the term of the Senior Loan from
June  30, 2003 to October 1, 2003 and AL Investors II and Manager wish to extend
the  term  of the AL II Management Agreement (GMAC) until October 1, 2003 as set
forth  herein.

     NOW,  THEREFORE, in consideration of Ten and No/100 dollars, the agreements
contained  herein,  and  other  good and valuable consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  the  parties  hereby agree as
follows:

1.     Definitions.  All  terms  capitalized  herein  but not defined shall have
       ------------
meanings  given  them  in  the  AL  II  Management  Agreement  (GMAC).

2.     Extension  of  Management  Agreement.  Section  2.3 as added by the Third
       -------------------------------------
Amendment  is  hereby  amended  to replace the date "June 30, 2003" in the first
paragraph  with date "October 1, 2003" with the intent that the Extension Period
as  defined  therein  shall expire on October 1, 2003 rather than June 30, 2003.
The  Second  paragraph  of  Section  2.3  is  deleted.

3.     Costs  and  Expenses.  AL  Investors  II  shall pay for all closing costs
       ---------------------
related  to  extending  the  Senior  Loan to October 1, 2003, including, without
limitation,  all  costs  and fees incurred by the Senior Lender, title insurance
fees,  and  UCC  search  costs.

4.     Ratification.  The  AL  Management  Agreement  (GMAC),  as amended by the
       -------------
Agreement,  is  hereby  ratified  and  confirmed.

5.     Understandings  and  Agreements.  This  Amendment,  together  with  the
       --------------------------------
Management  Agreement,  constitutes  all  of  the  understandings and agreements
between  the  parties  with  respect  to  the  management  of  the  Facilities.

6.     Headings.  The headings contained herein are for convenience of reference
       ---------
only  and  are  not intended to define, limit or describe the scope or intent of
any  provision  of  this  Agreement.

7.     Applicable Law.  This Agreement shall be construed and interpreted and be
governed  by  the  laws  of  the  State  of  Washington.

     IN  WITNESS WHEREOF, the parties have executed and delivered this Agreement
as  of  the  date  and  year  first  above  written.

EMERITUS  MANAGEMENT
--------------------
EMERITUS  MANAGEMENT  LLC,
A  Washington  limited  liability  company

By:     Emeritus  Corporation,
     a  Washington  corporation

     By:   /s/  Raymond  R.  Brandstrom
         ------------------------------
     Name:    Raymond  R.  Brandstrom
     Title:      Vice  President  of  Finance





EMERITUS  MANAGEMENT  I  LP
---------------------------

EMERITUS  MANAGEMENT  I  LP,
A  Washington  limited  partnership

By:     EM  I,  LLC,  a  Washington  limited  liability  company

     By:  Emeritus  Corporation,  a  Washington  corporation

     By:   /s/  Raymond  R.  Brandstrom
         ------------------------------
     Name:    Raymond  R.  Brandstrom
     Title:      Vice  President  of  Finance

EMERITUS
--------

EMERITUS  CORPORATION,  a  Washington  corporation

By:   /s/  Raymond  R.  Brandstrom
    ------------------------------
Name:    Raymond  R.  Brandstrom
Title:      Vice  President  of  Finance

AL  INVESTORS
-------------

AL  INVESTORS  LLC, a Delaware limited liability company, for itself and as sole
managing  member on behalf of each of the Owners, or in the case where the Owner
is  a  limited  partnership,  as  sole  managing member on behalf of the general
partner  thereof

By:   /s/  Norman  L.  Brenden
    --------------------------
Name:    Norman  L.  Brenden
Title:      Manager


<PAGE>
The  undersigned  lenders in connection with the Senior Loan and the Junior Loan
have executed this Agreement for the sole purpose of consenting to the foregoing
Amendment.


GMAC  Commercial  Mortgage  Corporation,
A  California  corporation

By:
Name:
Title:


Senior  Housing  Partners  I,  L.P.,
A  Delaware  limited  partnership

By:   /s/  Noah  R.  Levy
    ---------------------
Name:    Noah  R.  Levy
Title:      Vice  President

<PAGE>
The  undersigned  has  executed  this  Agreement  for  the  sole  purpose of (i)
acknowledging  and  consenting  to  the foregoing Amendment, (ii) ratifying that
certain Guaranty of Management Agreement (AL II - 14 Operating Facilities) dated
March  26,  1999, given by Emeritus in favor of AL Investors II and the Facility
Entities,  as  amended  by  Amendment and Ratification of Guaranty of Management
Agreement dated March 27, 2000, by Second Amendment and Ratification or Guaranty
of  Management  Agreement  dated  March 22, 2001 and by the Third Amendment (the
"Guaranty"), and (iii) confirming and agreeing that foregoing Amendment does not
alter,  modify,  amend  or  waive  any  terms  contained  in  the  Guaranty.





EMERITUS  CORPORATION,  a  Washington  corporation

By:   /s/  Raymond  R.  Brandstrom
    ------------------------------
Name:    Raymond  R.  Brandstrom
Title:      Vice  President  of  Finance





</TEXT>
</DOCUMENT>
