EMERITUS CORP\WA\
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>exhibit105317.txt
<TEXT>

     -9-
LIBNY/4249949.1


LIBNY/4249949.1

                                     WARRANT
THE  SECURITIES  REPRESENTED  BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER
ANY  STATE  SECURITIES  LAWS,  AND  MAY  NOT  BE  TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM  REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE
STATE  SECURITIES  LAWS.
                              EMERITUS CORPORATION
               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
No.  1     400,000  Shares
     FOR  VALUE  RECEIVED,  EMERITUS  CORPORATION  (the  "ISSUER"),  a  Delaware
corporation,  hereby  certifies that Senior Housing Partners I, L.P., a Delaware
limited  partnership  or  its  registered  assigns  (the  "HOLDER") is entitled,
subject to the provisions of this Warrant (this "WARRANT"), to purchase from the
Issuer,  at  any  time  or  from  time  to  time  during the Exercise Period, as
hereinafter  defined, an aggregate of Four Hundred Thousand (400,000) fully paid
and  nonassessable shares of Common Stock at a purchase price per share equal to
the  Exercise  Price.  The  number  of  Warrant  Shares  to be received upon the
exercise  of  this  Warrant  is  subject  to  adjustment  from  time  to time as
hereinafter  set  forth.
Section  1.  Definitions.  The  following additional terms, as used herein, have
the  following  respective  meanings:
"AFFILIATE"  means,  with respect to any Person, any other Person which directly
or  indirectly  controls,  or is under common control with, or is controlled by,
such  Person.  As  used  in  this  definition,  "control"  (including,  with its
                                                 -------
correlative  meanings,  "controlled  by"  and "under common control with") shall
                         --------------        -------------------------
mean  possession,  directly  or  indirectly,  of  power  to  direct or cause the
direction  of management or policies (whether through ownership of securities or
partnership  or  other  ownership  interests,  by  contract  or  otherwise).
"BUSINESS DAY" means any day other than a Saturday or a Sunday or a day on which
commercial  banking  institutions  in  New  York,  New  York  are  authorized or
obligated  by  law  or  executive  order  to be closed.  Any reference herein to
"days"  (unless  Business  Days  are  specified)  shall  mean  calendar  days.
"CAPITAL  STOCK" means (i) with respect to any Person that is a corporation, any
and  all  shares,  interests,  participations  or  other  equivalents  (however
designated  and  whether or not voting) of corporate stock, including each class
of  common  stock  and  preferred stock of such Person; (ii) with respect to any
Person  that  is not a corporation, any and all partnership, membership or other
equity  interests  of  such  Person;  and  (iii) any rights, warrants or options
exchangeable  for  or  convertible  into  any  of  the  foregoing.
"COMMON  STOCK"  means the authorized Common Stock, par value $.01 per share, of
the  Issuer.
"CURRENT  MARKET  PRICE"  per share of Common Stock means on any record date the
average  of  the  current market value, determined as set forth below, of Common
Stock  for  the  20  trading  days  prior to the date in question in the case of
clauses  (i)  and  (ii)  below.
(i)     If  the  Common  Stock  is  listed  on a national securities exchange or
admitted  to unlisted trading privileges on such an exchange, the current market
value shall be the last reported sale price of the Common Stock on such exchange
on  such  trading  day  or  if no such sale is made on such day, the mean of the
closing  bid  and  asked  prices  for  such  day  on  such  exchange;  or
(ii)     If  the  Common  Stock is not so listed or admitted to unlisted trading
privileges, the current market value shall be the mean of the last bid and asked
prices  reported  on  such  trading day (A) by the Nasdaq Stock Market or (B) if
reports  are unavailable under clause (A) above by the National Quotation Bureau
Incorporated;  or
(iii)     If  the  Common Stock is not so listed or admitted to unlisted trading
privileges  and  bid  and  asked  prices are not so reported, the current market
value shall be such value as is reasonably determined in good faith by the Board
of  Directors  of  the  Issuer.
     "EXERCISABILITY DATE" means the first day on or after which the Warrant has
been  issued.
"EXERCISE PERIOD" means the period from and including the Exercisability Date to
and  including  5:00  p.m.  (New York City time) on the fifth anniversary of the
date  hereof (or if such day is not a Business Day, the next succeeding Business
Day).
"EXERCISE  PRICE"  means  an amount equal to $7.60 per share of Common Stock, as
adjusted  from  time  to  time  pursuant  to  Section  7  hereof.
"PERSON" means any natural person, partnership, limited liability company, joint
venture, firm, corporation, association, trust or any organized group of persons
whether  incorporated  or  not.
"REGISTRABLE SECURITIES" means (i) shares of the Issuer's Common Stock issued or
issuable  upon  exercise of this Warrant; (ii) any Common Stock of the Issuer or
other securities issued or issuable in respect of the Issuer's Common Stock; and
(iii) shares of the Issuer's Common Stock or other securities issued or issuable
upon  any  stock  split,  stock  dividend,  recapitalization  or  similar event.
"REGISTRATION  EXPENSES"  means all expenses incurred by the Issuer in complying
with  Section  10  hereof,  including  without  limitation  all  registration,
qualification  and  filing  fees,  printing  expenses,  escrow  fees,  fees  and
disbursements  of  counsel  for  the Issuer, blue sky fees and expenses, and the
expense  of any special audits incident to or required by any such registration,
but  excluding  all  Selling  Expenses.
"SELLING  EXPENSES"  means  all  underwriting discounts, selling commissions and
stock  transfer  taxes applicable to the securities registered by the Holder and
any  fees  of  counsel  to  the  Holder.
"WARRANT  SHARES"  means  the shares of Common Stock and any other securities or
property issuable or deliverable upon exercise of this Warrant, as adjusted from
time  to  time  as  provided  for  in  this  Warrant.
Section  2.  Exercise of Warrant.  This Warrant may be exercised or exchanged in
whole  or in part, at any time or from time to time, during the Exercise Period,
by  presentation  and  surrender hereof to the Issuer at its principal office at
the  address set forth on the signature page hereof (or at such other address as
the  Issuer may hereafter notify the Holder in writing), or at the office of its
stock  transfer  agent  or warrant agent, if any, with the Purchase Form annexed
hereto  duly  executed  and accompanied by proper payment of that portion of the
Exercise  Price represented by the number of shares of Common Stock specified in
such  form  being  exercised.  Such  payment  may  be made, at the option of the
Holder,  either  (a) by cash, certified or bank cashier's check or wire transfer
in  an  amount  equal  to  the  product of (i) the Exercise Price times (ii) the
number  of shares of Common Stock as to which this Warrant is being exercised or
(b)  by  receiving from the Issuer the number of Warrant Shares equal to (i) the
number  of Warrant Shares as to which this Warrant is being exercised minus (ii)
the  number  of Warrant Shares having a value, based on the Current Market Price
on  the trading day immediately prior to the date of such exercise, equal to the
product of (x) the Exercise Price times (y) the number of shares of Common Stock
as  to  which  this  Warrant  is being exercised.  Any exercise in whole or part
pursuant  to  clause  (b)  of the foregoing sentence is intended to qualify as a
recapitalization  within  the  meaning  of  Section 368(a)(1)(E) of the Internal
Revenue  Code  of  1986,  as  amended,  and the Issuer agrees to report any such
"exchange"  of  this  Warrant  as  such.  For  all purposes of this Warrant, any
reference  herein  to  the exercise of this Warrant shall be deemed to include a
reference to the exchange of this Warrant into Warrant Shares in accordance with
such  provision.  If this Warrant should be exercised or exchanged in part only,
the  Issuer  shall,  upon  surrender  of this Warrant, execute and deliver a new
Warrant  evidencing  the rights of the Holder thereof to purchase the balance of
the  Warrant  Shares  purchasable hereunder.  Upon receipt by the Issuer of this
Warrant  and  the  Purchase  Form  annexed  hereto, together with the applicable
portion  of the Exercise Price, at such office, in proper form for exercise, the
Holder  shall  be  deemed  to  be  the  holder  of record of the Warrant Shares,
notwithstanding that the stock transfer books of the Issuer shall then be closed
or that certificates representing such Warrant Shares shall not then be actually
delivered  to the Holder.  The Issuer shall pay any and all documentary stamp or
similar  issue taxes payable in respect of the issue of the Warrant Shares.  The
Issuer  shall  not,  however, be required to pay any tax which may be payable in
respect  of  any  transfer  involved in the issuance or delivery of certificates
representing  Warrants or Warrant Shares in a name other than that of the Holder
at the time of surrender for exercise, and, until the payment of such tax, shall
not  be  required  to  issue  such  Warrant  Shares.
     Section  3.  Representations  and  Warranties  of  the  Issuer
     (a)     The  Issuer represents and warrants that this Warrant has been duly
authorized,  executed  and  delivered  by  the Issuer and is a valid and binding
agreement  of  the  Issuer  and  enables  the  Holder hereof or its assignees to
purchase  Warrant  Shares  upon  payment  to  the  Issuer  of the Exercise Price
applicable  to  such  shares in any one of the manners contemplated by Section 2
hereof.  The  Issuer hereby agrees that at all times there shall be reserved for
issuance  and  delivery  upon  exercise of this Warrant all shares of its Common
Stock  or other shares of Capital Stock of the Issuer from time to time issuable
upon  exercise  of  this Warrant.  All such shares shall be duly authorized and,
when issued upon such exercise and paid for, shall be validly issued, fully paid
and  nonassessable, free and clear of all liens, security interests, charges and
other  encumbrances or restrictions on sale and free and clear of all preemptive
rights.
(b)     Assuming  the  veracity  of the Holder's representations in Section 9(a)
hereof, the Issuer represents and warrants that the execution and delivery by it
of  this Warrant do not require any action by or in respect of the Issuer (other
than  those  that  have been taken and other than action contemplated by Section
11)  or  filing  with  any  governmental  body,  agency  or  official and do not
contravene  or  constitute  a default under or violation of (i) any provision of
applicable law or regulation, (ii) the certificate of incorporation or bylaws of
the Issuer, (iii) any material agreement, judgment, injunction, order, decree or
other  instrument  binding  upon  the  Issuer  or  (iv)  any  other  outstanding
securities  of  the Issuer or any agreements containing rights or obligations of
the  Issuer  pertaining  thereto.
(c)     The Issuer represents that the shares of Common Stock initially issuable
upon  exercise  of  this  Warrant have been approved for listing on the American
Stock  Exchange,  subject  only  to  notice  of  issuance.
Section  4.  Fractional  Shares.  No  fractional  shares  or  scrip representing
fractional  shares  shall  be  issued  upon  the exercise of this Warrant.  With
respect  to  any  fraction  of  a share called for upon any exercise hereof, the
Issuer  shall  pay  to  the  Holder  an  amount  in  cash equal to such fraction
multiplied  by  the  Current  Market  Price  of  such  fractional  share.
Section  5.  Exchange, Transfer, Assignment or Loss of Warrant.  This Warrant is
exchangeable,  without  expense,  at the option of the Holder, upon presentation
and  surrender  hereof  to  the  Issuer  for  other  Warrants  of  different
denominations,  entitling  the  Holder  or  Holders  thereof  to purchase in the
aggregate  the same number of Warrant Shares.  Subject to and in accordance with
Section  9  hereof, the Holder of this Warrant shall be entitled to Transfer (as
defined  below in Section 9) its interest in this Warrant in whole or in part to
any  Person  or  Persons.  This  Warrant  may  be divided or combined with other
Warrants  that  carry  the same rights upon presentation hereof at the office of
the  Issuer, together with a written notice specifying the names and denotations
in  which  new  Warrants  are to be issued and signed by the Holder hereof.  The
term  "Warrant" as used herein includes any Warrants into which this Warrant may
be  divided  or  for  which  it may be exchanged.  Upon receipt by the Issuer of
evidence  satisfactory  to  it  of the loss, theft, destruction or mutilation of
this  Warrant,  and  (in  the  case of loss, theft or destruction) of reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the  Issuer shall execute and deliver a new Warrant of
like  tenor  and  date.
Section  6.  Rights  of  the Holder.  The Holder shall not, by virtue hereof, be
entitled  to  any  rights  of  a stockholder in the Issuer, except to the extent
expressly  provided for in Section 7(d), either at law or equity, and the rights
of  the  Holder  are  limited  to  those  expressed  in  this  Warrant.
Section  7.  Anti-dilution Provisions and Other Adjustments; Purchase Right. The
Exercise  Price  and/or the number of Warrant Shares which may be purchased upon
the  exercise  hereof  shall  be  subject  to  change  or adjustment as follows:
 (a)     Issuance of Additional Shares of Common Stock.  In the event the Issuer
         ---------------------------------------------
at  any  time or from time to time after the date hereof shall issue or sell any
Additional  Stock  (as defined below) without consideration or for consideration
per share less than the Exercise Price in effect immediately prior to such issue
or  sale,  then
               (i)     the  Exercise  Price  shall be reduced, concurrently with
such  issuance  or  sale,  to a price (calculated to the nearest .001 of a cent)
determined  by multiplying such Exercise Price by a fraction:  (A) the numerator
of  which  shall  be (1) the number of shares of Common Stock outstanding, which
shall  include  the actual number of shares outstanding plus all shares issuable
upon  the  conversion  or  exercise  of  all outstanding convertible securities,
warrants  and  options (collectively, the "OUTSTANDING STOCK") immediately prior
to  such  issue  or sale plus (2) the number of shares of Common Stock which the
                         ----
aggregate  consideration  received  by  the  Issuer for the total number of such
additional  shares  of  Common  Stock being issued or sold would purchase at the
Exercise  Price;  and (B) the denominator of which shall be the number of shares
of  Outstanding  Stock  after  such  issue  or  sale;
          (ii)     the number of Warrant Shares shall be increased, concurrently
with  such  issuance  or  sale,  to  a number determined by multiplying the then
number of Warrant Shares by a fraction:  (A) the numerator of which shall be the
number  of shares of Outstanding Stock immediately after such issue or sale, and
(B)  the  denominator  of which shall be (1) the number of shares of Outstanding
Stock  immediately  prior to such issue or sale plus (2) the number of shares of
                                                ----
Common  Stock  which  the aggregate consideration received by the Issuer for the
total  number  of  such  additional  shares of Common Stock being issued or sold
would  purchase  at  the  Exercise  Price  (in  effect  immediately prior to the
application  of  Section  7(a)(i)  above;
          (iii)     No  adjustment  of  the  Exercise  Price shall be made under
Section  7(a)(i)  in  an  amount  less  than  $.01  per share, provided that any
adjustments  which  are not required to be made by reason of this sentence shall
be  carried forward and shall be taken into account in any subsequent adjustment
made  to  the Exercise Price.  Except as provided in subsections 7(a)(vi)(C) and
(vi)(D)  below,  no  adjustment  of  the Exercise Price shall have the effect of
increasing  the  Exercise  Price  above the Exercise Price in effect immediately
prior  to  such  adjustment;
          (iv)     In  the  case  of  the issuance of Common Stock for cash, the
consideration  shall  be  deemed  to  be  the  amount  of  cash  paid net of any
discounts, commissions or other expenses allowed, paid or incurred by the Issuer
for  any  underwriting  or  otherwise  directly  allowed,  paid  or  incurred in
connection  with  its  issuance  and  sale;
          (v)     In  the case of the issuance of Common Stock for consideration
in  whole or in part other than cash, the consideration other than cash shall be
deemed  to  be  its  fair  value  as  determined  in  good faith by the Board of
Directors  of  the  Issuer  irrespective  of  any  accounting  treatment;
          (vi)     In  the case of the issuance of options to purchase or rights
to  subscribe  for  Common  Stock, securities by their terms convertible into or
exchangeable for Common Stock, or options to purchase or rights to subscribe for
such  convertible or exchangeable securities (which options, rights, convertible
or  exchangeable  securities  are not excluded from the definition of Additional
Stock),  the  following  provisions  shall  apply:
          (A)     the  aggregate  maximum  number  of  shares  of  Common  Stock
deliverable upon exercise of such options to purchase or rights to subscribe for
Common  Stock  shall  be  deemed to have been issued at the time such options or
rights were issued for a consideration equal to the consideration (determined in
the manner provided in Sections 7(a)(iii)-(v) above) received by the Issuer upon
the  issuance of such options or rights plus the minimum purchase price provided
in  such  options or rights for the Common Stock covered thereby, but no further
adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock  upon  the  exercise  of  such  options or rights in accordance with their
terms;;
     (B)     the  aggregate maximum number of shares of Common Stock deliverable
upon  conversion  of  or  exchange  for  any  such  convertible  or exchangeable
securities  or  upon  the exercise of options to purchase or rights to subscribe
for  such  convertible  or  exchangeable securities and subsequent conversion or
exchange thereof shall be deemed to have been issued at the time such securities
were  issued  or such options or rights were issued for a consideration equal to
the  consideration  received  by  the Issuer for any such securities and related
options  or rights, plus the additional consideration, if any, to be received by
the Issuer upon the conversion or exchange of such securities or the exercise of
any  related  options or rights (the consideration in each case to be determined
in  the  manner  provided  in  Sections  7(a)(iii)-(v)  above),  but  no further
adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock  upon  the  conversion  or  exchange of such securities in accordance with
their  terms;
     (C)     if  such  options, rights or convertible or exchangeable securities
by  their terms provide, with the passage of time or otherwise, for any increase
in  the consideration payable to the Issuer, or decrease in the number of shares
of Common Stock issuable, upon the exercise, conversion or exchange thereof, the
Exercise  Price  computed  upon  the  original issue thereof, and any subsequent
adjustments  based  thereon,  shall,  upon  such  increase  or decrease becoming
effective,  be  recomputed  to reflect such increase or decrease with respect to
such  options,  rights  and  securities  not  already  exercised,  converted  or
exchanged  prior to such increase or decrease becoming effective, but no further
adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock  upon  the  exercise  of  any  such options or rights or the conversion or
exchange  of  such  securities  in  accordance  with  their  terms;
     (D)     upon  the expiration of any such options or rights, the termination
of  any  such  rights to convert or exchange or the expiration of any options or
rights  related  to  such  convertible  or exchangeable securities, the Exercise
Price  shall  promptly  be  readjusted to such Exercise Price as would have been
obtained  had  the  adjustment which was made upon the issuance of such options,
rights  or  securities or options or rights related to such securities been made
upon  the  basis  of  the  issuance of only the number of shares of Common Stock
actually issued upon the exercise of such options or rights, upon the conversion
or  exchange  of  such  securities or upon the exercise of the options or rights
related  to  such  securities;  and
     (E)     if  any  such  options or rights shall be issued in connection with
the  issue  and  sale of other securities of the Issuer, together comprising one
integral  transaction  in  which  no specific consideration is allocated to such
options or rights by the parties thereto, such options or rights shall be deemed
to  have  been  issued for such consideration as determined in good faith by the
Board  of  Directors  of  the  Issuer;
               (vii)     "ADDITIONAL  STOCK"  shall  mean  any  shares of Common
Stock  issued (or deemed to have been issued pursuant to Section 7(a)(vi) by the
Issuer  after  September  30,  2003  other  than
          (A)     Common  Stock  issued  pursuant  to a transaction described in
Section  7(b)  or  (c)  (which  Common  Stock issuances shall be addressed under
Sections  7(b)  and  (c),  respectively);
     (B)     Common  Stock  and  options  or  warrants  therefor,  issued (i) to
directors,  officers, employees or consultants of the Issuer pursuant to a stock
option,  stock  purchase or other equity incentive plan or agreement approved by
the  Board  of  Directors  and  shareholders  of  the  Issuer, (ii) to financial
institutions  or  lessors  in  connection with commercial credit arrangements or
real  property  transactions  that are on arm's-length terms, with third parties
unaffiliated  with  the Issuer and approved the Issuer's Board of Directors, and
(iii)  to  vendors or suppliers of the Issuer pursuant to agreements approved by
the  Board  of  Directors  of  the  Issuer  that  are on arm's-length terms, and
provided  that  each  such vendor or supplier is a third party unaffiliated with
the  Issuer;
     (C)     Common  Stock  issued  or  issuable  upon  conversion  of  Series B
Preferred  Stock  and Series B Preferred Stock issued as dividends in accordance
with  the  terms  of  the  Series  B  Preferred  Stock;
     (D)     Common  Stock  issuable  upon  commitments  to  issue  Common Stock
outstanding  on  September  30,  2003;  and
     (E)     Such additional securities that are designated as excluded from the
definition  of  Additional Stock by the written consent of the Holder and/or any
permitted  Transferee(s)  of  this  Warrant holding Warrant(s) exercisable for a
majority of the Warrant Shares for which this Warrant was originally exercisable
on  the  date  of its issuance (as such number of Warrant Shares may be adjusted
pursuant  to  Section  7);
     (b)     Stock  Dividends.  In  case shares of Common Stock are issued after
             ----------------
the date of original issuance of the Warrant as a dividend or other distribution
on any class of Capital Stock of the Issuer, the Exercise Price shall be reduced
by  multiplying the Exercise Price by a fraction of which the numerator shall be
the  number  of shares of Outstanding Stock at the close of business on the date
fixed for such determination and the denominator shall be the sum of such number
of  shares  and  the  total number of shares constituting such dividend or other
distribution, and the number of Warrant Shares shall be increased by multiplying
the number of Warrant Shares by a fraction of which the numerator shall be shall
be the sum of the number of shares of Outstanding Stock at the close of business
on  the  date  fixed  for  such  determination  and  the  total number of shares
constituting  such  dividend  or other distribution and the denominator of which
shall  be  the number of shares of Outstanding Stock at the close of business on
the  date  fixed  for  such  determination.
(c)     Subdivisions  and  Combinations.  In  case  outstanding shares of Common
        -------------------------------
Stock  shall  be  subdivided  into a greater number of shares of Common Stock or
combined  into  a  smaller  number of shares of Common Stock, the Exercise Price
shall be reduced (in the event of a subdivision) or increased (in the event of a
combination),  by  multiplying  the  Exercise  Price  by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the close
of  business  on  the  date  immediately  preceding  the  effective date of such
subdivision  or combination and the denominator shall be the number of shares of
Common  Stock  outstanding  immediately  after  such  subdivision or combination
becomes  effective,  and the number of Warrant Shares shall be increased (in the
event  of  a  subdivision)  or  decreased  (in  the  event of a combination), by
multiplying  the  number  of Warrant shares by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately after such
subdivision  or  combination  becomes effective and the denominator shall be the
number  of  shares  of  Common Stock outstanding at the close of business on the
date  immediately  preceding  the  effective  date  of  such  subdivision  or
combination.
(d)     Extraordinary  Dividends,  etc.  In  case  the  Issuer  distributes,  as
        -------------------------------
dividends  or  otherwise,  to  any holders of its Capital Stock evidences of its
indebtedness  or  assets  (excluding  dividends  due and payable on the Issuer's
Series  B  Preferred  Stock),  the  Exercise  Price  shall be reduced, effective
immediately after the record date for the determination of shareholders entitled
to  receive  such  distribution (the "RECORD DATE"), by multiplying the Exercise
Price  by  a  fraction of which the numerator shall be (x) the Fair Market Value
per  share  of  the  Common  Stock  less  (y)  the  Fair  Market  Value  of such
distribution,  and  the  denominator shall be the Fair Market Value per share of
the Common Stock, and the number of Warrant Shares shall be increased, effective
immediately  after  the Record Date, by multiplying the number of Warrant Shares
by a fraction of which the numerator shall be the Fair Market Value per share of
the Common Stock and the denominator of which shall be (a) the Fair Market Value
per  share  of  the  Common  Stock  less  (b)  the  Fair  Market  Value  of such
distribution.  In  addition,  in  the  event  that  the  Issuer  shall declare a
dividend  or  make any other distribution pursuant to a shareholder rights plan,
"poison  pill"  or  similar  arrangement  to  the holders of its Common Stock (a
"SPECIAL DISTRIBUTION"), then the Board of Directors of the Issuer shall, if the
Holder  so  elects,  set  aside an amount of such Special Distribution that such
Holder would have been entitled to receive had it exercised the Warrant in whole
prior  to  the  record date for such Special Distribution.  Upon the exercise of
the Warrant, the Holder shall or it's subsequent transferee shall be entitled to
receive  such  Special  Distribution.  Prior  to  any  Special Distribution, the
Issuer  shall  notify  the  Holder  (not less than 10 Business Days prior to the
occurrence  of  the  Special  Distribution)  of  its intent to make such Special
Distribution  and  the Holder, if it elects to have the Special Distribution set
aside,  shall  notify the Issuer not less than 3 Business Days prior to the date
of  any  such  Special  Distribution.
As  used  in  this  Section  7,  "Fair  Market  Value"  means:
     (i)     in  the  case  of  securities for which a public market exists, the
average,  computed  over  the  30  trading  days  preceding the date as of which
valuation  is  required,  of (A) each day's closing price for such securities as
reported  by the principal national securities exchange on which such securities
are  listed,  (B)  if  such  securities  are not traded on a national securities
exchange,  each day's mean of the closing bid and ask prices for such securities
as reported by the Nasdaq National Market System, (C) if such securities are not
traded  over such exchange or System, each day's mean of the closing bid and ask
prices for such securities as reported by Nasdaq, and (D) if such securities are
not traded on any such exchange or System or reported by Nasdaq, each day's mean
of  the closing bid and ask prices as reported by the National Quotation Bureau;
and
(ii)     in  the case of securities for which no public market exists and in all
other  cases, as determined in the good faith judgment of the Board of Directors
of  the  Issuer  (irrespective  of  the  accounting  treatment  thereof).
     (e)     Reorganization,  Reclassification,  Merger  and  Consolidation.  In
             --------------------------------------------------------------
case  of any capital reorganization or any reclassification of the Capital Stock
of the Issuer (other than a subdivision or combination of its outstanding shares
of  Common  Stock)  or in case of the consolidation or merger of the Issuer with
another corporation or the sale of all or substantially all of the assets of the
Issuer,  each  Warrant shall thereafter be convertible into the number of shares
of  stock  or  other  securities  or property of the Issuer, or of the successor
corporation  resulting from such consolidation or merger, as the case may be, to
which  the  Common  Stock  deliverable upon exercise of such Warrants would have
been  entitled  upon  such  capital  reorganization, reclassification of Capital
Stock of the Issuer, consolidation or merger or sale of assets; and, in any such
case,  appropriate  adjustments  (as  determined  in  good faith by the Board of
Directors  of  the  Issuer) shall be made consistent with the application of the
provisions  herein  set forth with respect to rights and interests thereafter of
the  holders  of  the  Warrants, to the end that the provisions set forth herein
(including  the  specified change in and other adjustments of the Exercise Price
and  the  number  of  Warrant Shares) shall thereafter be applicable, as near as
reasonably  may  be,  in  relation  to  any  shares or other property thereafter
deliverable  upon  the  exercise  of  the  Warrants.
(f)     Notice  of  Events.  In  case:
        ------------------
     (i)     the  Issuer  shall  declare  any dividend payable in stock upon its
Common  Stock  or  make  any  distribution  (other  than  cash  dividends  or
distributions)  to  the  holders  of  its  Common  Stock;
(ii)     the  Issuer shall offer for subscription pro rata to the holders of its
Common  Stock  any  additional shares of stock of any class or any other rights;
(iii)     of any capital reorganization or reclassification of the Capital Stock
of  the  Issuer, or of any consolidation, tender offer, exchange offer or merger
to  which  the  Issuer  is  or  may  be  a  party  and for which approval of any
shareholders  of  the  Issuer is required or of the sale of all or substantially
all  of  the  assets  of  the  Issuer;  or
(iv)     of  the  liquidation  or  voluntary  or  involuntary dissolution of the
Issuer,
then,  and  in  any one of said cases, the Issuer shall cause at least ten days'
prior  notice  to be mailed to the holders of record of the outstanding Warrants
as  of  the  date  on  which the books of the Issuer shall close, or a record be
taken  for  such stock dividend, distribution or subscription rights or the date
on  which  such  reorganization, reclassification, tender offer, exchange offer,
consolidation,  merger,  sale,  liquidation or dissolution is expected to become
effective.  Such  notice  shall  also specify the proposed consideration in such
transaction,  the  date  as  of  which  holders  of Common Stock of record shall
participate  in  said dividend, distribution or subscription rights, or the date
as  of which it is expected that holders of Capital Stock of the Issuer shall be
entitled  to  exchange their shares for securities or other property deliverable
upon  such  reorganization,  reclassification,  tender  offer,  exchange  offer,
consolidation,  merger,  sale,  liquidation  or  dissolution.
     Section  8.  Officers'  Certificate.  Whenever  the  Exercise  Price of the
Warrants  is  adjusted  as  required  by the provisions of Section 7, the Issuer
shall  forthwith  file in the custody of its Secretary or an Assistant Secretary
at its principal office an officers' certificate stating that the Exercise Price
shall  be  the  price  as  adjusted pursuant to Section 7 and shall set forth in
reasonable  detail  the  facts  requiring  such  adjustment  and  the  manner of
computing  such  adjustment.  Each such officers' certificate shall be signed by
the  chairman,  president  or  chief  financial officer of the Issuer and by the
secretary  or any assistant secretary of the Issuer.  Absent manifest error, the
officers'  certificate  shall  be  conclusive  evidence  that  the adjustment is
correct.  Each  such  offices'  certificate  shall  be  made  available  at  all
reasonable  times  for  inspection  by  the  Holder  or  any holder of a Warrant
executed  and  delivered  pursuant  to  Section  5  hereof and the Issuer shall,
forthwith  after  each  such adjustment, mail a copy, by certified mail, of such
certificate  to  the  Holder  or  any  such  holder.
     Section  9.  Transfer  Restrictions
     (a)     Compliance With Securities Act.  The Warrant and the Warrant Shares
may  be sold, assigned, pledged, hypothecated or otherwise transferred, in whole
or  part  (each,  a "TRANSFER") upon satisfaction of the conditions specified in
this  Section  9,  which  conditions  are intended to ensure compliance with the
provisions of the Securities Act.  The Holder, by acceptance hereof, agrees that
this Warrant, and the Warrant Shares to be issued upon exercise hereof are being
acquired  for  investment  and that the Holder will not offer, sell or otherwise
dispose of this Warrant, or any Warrant Shares, except under circumstances which
will  not  result  in  a violation of the Securities Act or any applicable state
securities laws.  Upon exercise of this Warrant, unless the Warrant Shares being
acquired  are  registered  under  the  Securities  Act  and any applicable state
securities  laws or an exemption from such registration is available, the Holder
hereof  shall  confirm in writing that the Warrant Shares so purchased are being
acquired  for  investment  and  not with a view toward distribution or resale in
violation  of  the  Securities  Act.  This Warrant and all Warrant Shares issued
upon  exercise  of  this Warrant (unless registered under the Securities Act and
any  applicable  state  securities  laws)  shall  be stamped or imprinted with a
legend  in  substantially  the  following  form:
THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED
UNDER  ANY  STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM  REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE
STATE  SECURITIES  LAWS.
     Said legend shall be removed by the Issuer, upon the request of the Holder,
at  such  time  as  the  restrictions on the transfer of the applicable security
shall  have  terminated.
     (b)     Notice  of  Proposed  Transfers.  Upon surrender of this Warrant to
the  Issuer,  with  the  Assignment  Form annexed hereto duly executed and funds
sufficient  to  pay  any  transfer  tax for which the Issuer is responsible, the
Issuer  shall,  within  two Business Days, without charge, execute and deliver a
new  Warrant  or  Warrants in the name of the Transferee or Transferees named in
such  instrument of assignment and, if the Holder's entire interest is not being
assigned,  in  the  name  of  the  Holder,  and  this  Warrant shall promptly be
canceled.

     (c)     Legend.  Each  certificate  representing  this  Warrant  or Warrant
Shares  thus  Transferred  (except a Transfer pursuant to Rule 144) shall bear a
legend  as  to the applicable restrictions on transferability in order to ensure
compliance  with  such  laws,  unless in the opinion of counsel for Holder, such
legend is not required in order to ensure compliance with such laws.  Until such
time  as  a  legend  is  no  longer  required on a certificate representing this
Warrant  or  Warrant  Shares, the Issuer may issue stop transfer instructions to
its  transfer  agent  in  connection with the restrictions of this Section 9(c).
     Section  10.  Registration  Rights.
     (a)     Registration.
             ------------
          (i)     Notice  of  Registration.  If  the  Issuer  shall determine to
                  ------------------------
register  any  of its securities, either for its own account or the account of a
security  holder  or  holders  exercising  registration rights, other than (A) a
registration  relating  solely  to employee benefit plans, or (B) a registration
relating  solely  to  a  transaction  pursuant to Rule 145 promulgated under the
Securities  Act,  then  the  Issuer  will:
          (1)     promptly  give  to  the  Holder  written  notice  thereof; and
     (2)     include  in  such registration (and any related qualification under
blue  sky  laws  or other compliance), and in any underwriting involved therein,
all  the Registrable Securities specified in a written request or requests, made
within  15  days  after  receipt  of such written notice from the Issuer, by the
Holder.  If  the Holder decides not to include all of its Registrable Securities
in  any  registration statement thereafter filed by the Issuer, the Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by  the  Issuer  with  respect  to the offerings of its securities, all upon the
terms  and  conditions  set  forth  herein.
               (ii)     Cut-back  and  Allocation.  Notwithstanding  any  other
                        -------------------------
provision  of  this  Section  10(b), if the managing underwriter determines that
marketing  factors  require  a  limitation  of  the  number  of  shares  to  be
underwritten, then the number of shares that may be included in the underwriting
shall  be  allocated  in  accordance  with  the  following:
               (A)     If  such  registration  shall  have  been proposed by the
Issuer,  then  (1)  the  Issuer  shall  be  entitled  to  participate  in  such
registration  first;  and  then  (2) the Holder and other holders of Registrable
Securities  entitled  to  participate  shall  be entitled to participate in such
registration (pro rata based on the number of shares of Common Stock held by the
Holder  and  each  such  holder  (on  an  as-exercised,  as-converted  basis, as
applicable)  and  in  accordance  with other relative contractual priorities, if
any,  as  shall  exist  among  them);
          (B)     If  such  registration  shall  have been requested by Saratoga
Partners  IV,  L.P.  ("SARATOGA")  pursuant  to  Section  2.1  of  that  certain
Registration  Rights  Agreement  dated  as  of  December 30, 1999 (the "SARATOGA
AGREEMENT"),  then  (1)  Saratoga  together  with  its  successors and permitted
assigns  under  the  Saratoga  Agreement  (collectively, the "SARATOGA HOLDERS")
shall  be  entitled  to  participate in such registration (pro rata based on the
number of Registrable Securities (on an as-converted basis) held by the Saratoga
Holders  first,  and  then  (2)  the  Holder,  the  Issuer  and other holders of
Registrable  Securities entitled to participate shall be entitled to participate
in  such  registration  (pro  rata based on the number of shares of Common Stock
held  by the Holder and each such other holder (on an as-exercised, as-converted
basis,  as applicable) and the number of shares proposed to be registered by the
Issuer  and in accordance with other relative contractual priorities, if any, as
shall  exist  among them), in each case with further pro rata allocations to the
extent  any such Person has requested registration of fewer securities than such
Person  is  entitled  to  have registered so that the number of securities to be
included  in  such  registration  will  not  exceed the maximum amount which the
managing underwriter determines that marketing factors require such underwritten
registration  to  be  limited  to;
          (C)     If  such registration shall have been requested by the holders
of  other  securities  pursuant to a right granted by the Issuer to request such
registration,  then  (1)  the  holders  requesting  such  registration  shall be
entitled  to  participate in such registration (with such holders being entitled
to  participate  in  accordance  with  the relative priorities, if any, as shall
exist  among  them)  first,  and  then  (2) the Holder, the Issuer, the Saratoga
Holders  and  other  holders of securities of the Issuer entitled to participate
shall  be  entitled  to  participate in such registration (pro rata based on the
number  of  shares of Common Stock held by each such Person (on an as-exercised,
as-converted  basis,  as  applicable)  and  the  number of shares proposed to be
registered  by  the Issuer and in accordance with the other relative priorities,
if  any,  as  shall  exist  among  them),  in  each  case  with further pro rata
allocations  to  the  extent any such Person has requested registration of fewer
securities than such Person is entitled to have registered so that the number of
securities  to  be  included  in  such  registration will not exceed the maximum
amount  which the managing underwriter determines that marketing factors require
such  underwritten  registration  to  be  limited  to.
If the Holder disapproves of the terms of any such underwriting, then the Holder
may elect to withdraw therefrom by written notice to the Issuer and the managing
underwriter.  Any  Registrable  Securities  excluded  or  withdrawn  from  such
underwriting  shall  be  withdrawn  from  such  registration.
     (b)     Expenses  of  Registration.  All  Registration Expenses incurred in
             --------------------------
connection  with any registration, qualification or compliance with this Section
10  shall  be  borne by the Issuer.  All Selling Expenses relating to securities
registered  by  the  Holder shall be borne by the Holder and, as applicable, any
other  selling  holders,  on  a  pro rata basis based on the number of shares so
registered.
(c)     Registration  Procedures.  In  the case of each registration effected by
        ------------------------
the Issuer pursuant to this Section 10, the Issuer shall keep the Holder advised
in  writing  as  to  the  initiation  of  each  such  registration and as to the
completion thereof.  The Issuer shall use all commercially reasonable efforts to
proceed  with  each  such  registration as expeditiously as reasonably possible.
(d)     Indemnification.
        ---------------
          (i)     The  Issuer  shall indemnify the Holder, each of its officers,
directors,  partners,  members,  the  Holder's legal counsel and accountants and
each  Person  controlling  the  Holder  within  the meaning of Section 15 of the
Securities  Act, with respect to which registration, qualification or compliance
has been effected pursuant to this Section 10, and each underwriter, if any, and
each Person who controls any underwriter within the meaning of Section 15 of the
Securities  Act,  against all expenses, claims, losses, damages, and liabilities
(or  actions  in  respect  thereof),  including any of the foregoing incurred in
settlement  of  any litigation, commenced or threatened (collectively, "LOSSES")
arising  out  of,  based  on  or  in  connection  with:
          (A)     any  untrue  statement  (or  alleged  untrue  statement)  of a
material  fact  contained  in  any  registration statement, prospectus, offering
circular  or  other  document  (or  any  amendment  or  supplement thereto) (the
"REGISTRATION  DOCUMENTS")  incident  to any such registration, qualification or
compliance;
     (B)     any  omission  (or  alleged  omission)  to  state  in  Registration
Documents a material fact required to be stated therein or necessary to make the
statements  therein,  in light of the circumstances in which they were made, not
misleading;  or
     (C)     any  violation  by  the  Issuer of the Securities Act, the Exchange
Act,  any  state  securities  law,  or  any  rule or regulation under any of the
preceding,  applicable to the Issuer and relating to action or inaction required
of  the  Issuer  in  connection  with  any  such  registration, qualification or
compliance.
          (ii)     Notwithstanding the foregoing, the Issuer shall not be liable
in  any  such  case to the extent that any such Losses arise out of or are based
upon  any  untrue  statement  or omission made in such Registration Documents in
reliance  upon  and in conformity with information furnished to the Issuer by or
on  behalf  of  the  Holder,  underwriter or controlling Person specifically and
expressly  for  use  in  the  preparation  thereof.
     (iii)     The  Issuer  shall  promptly  reimburse  the  Holder, each of its
officers,  directors,  partners,  members,  the  Holder's  legal  counsel  and
accountants and each Person controlling the Holder within the meaning of Section
15 of the Securities Act, each such underwriter and each Person who controls any
such  underwriter,  for  any legal and any other expenses reasonably incurred in
connection  with  investigating,  preparing  and/or  defending  any such Losses.
     (iv)     The  Holder  shall,  if  Registrable  Securities  held  by  it are
included  in  the  securities  as  to  which such registration, qualification or
compliance  is  being effected, indemnify the Company, each of its directors and
officers  and  each  underwriter,  if any, of the Issuer's securities covered by
such  registration  statement,  each  Person  who  controls  the  Issuer or such
underwriter  within  the meaning of Section 15 of the Securities Act, each other
Holder  and  holder  of  securities  of the Issuer, and each of their respective
officers,  directors, partners, members, and each Person controlling such Holder
or  other holders of securities of the Issuer, against all Losses arising out of
or  based  on:  (A)  any  untrue  statement  (or  alleged untrue statement) of a
material  fact  contained  in  any  Registration Document; (ii) any omission (or
alleged omission) to state therein a material fact required to be stated therein
or  necessary to make the statements therein not misleading, in each case to the
extent,  but  only  to the extent, that such untrue statement (or alleged untrue
statement)  or  omission  (or  alleged  omission)  is  made in such Registration
Document  in  reliance upon and in conformity with written information furnished
to  the  Issuer  by  such  Holder  and stated to be specifically for use in such
Registration  Document.  Notwithstanding  the foregoing, the obligations of each
Holder  under  Section  10(a)(iv) shall be limited to an amount equal to the net
proceeds  to  each  such  Holder  of  securities  as  contemplated  herein.
     (iv)     Each  party  entitled  to indemnification under this Section 10(e)
(the  "INDEMNIFIED  PARTY")  shall give notice to the Issuer promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought,  and  shall permit the Issuer to assume the defense of any such claim or
any  litigation  resulting  therefrom  provided that counsel for the Issuer, who
shall  conduct  the defense of such claim or any litigation resulting therefrom,
shall  be subject to approval by the Indemnified Party (whose approval shall not
be unreasonably withheld), provided that the failure of any Indemnified Party to
give  notice  as provided herein shall not relieve the Issuer of its obligations
under this Section 10(d).  The Indemnified Party may participate in such defense
at  such  party's  expense,  provided  that the Issuer shall pay such expense if
representation  of  such Indemnified Party by the counsel retained by the Issuer
would  be  inappropriate  due to actual or potential differing interests between
the  Indemnified  Party  and  any  other party represented by such counsel.  The
Issuer,  in  the defense of any such claim or litigation, shall not, except with
the  consent  of each Indemnified Party, consent to the entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof
the  giving  by the claimant or plaintiff to such Indemnified Party of a release
from  all  liability  in  respect  to  such  claim  or  litigation.
     Section  11.  Listing  on  Securities  Exchanges.  The Issuer shall use all
best  efforts to list on each national securities exchange, if any, on which any
Common  Stock  may at any time be listed, subject to official notice of issuance
upon  the  exercise  of this Warrant, and shall use all best efforts to maintain
such  listing,  so  long  as  any  other  shares of its Common Stock shall be so
listed,  all shares of Common Stock from time to time issuable upon the exercise
of  this  Warrant;  and the Issuer shall use all best efforts to so list on each
national  securities  exchange, and shall use all reasonable efforts to maintain
such  listing  of, any other shares of Capital Stock of the Issuer issuable upon
the  exercise  of  this Warrant if and so long as any shares of Capital Stock of
the  same  class  shall  be  listed  on such national securities exchange by the
Issuer.  Any  such  listing  shall  be  at  the  Issuer's  expense.
Section  12.  Information.  The  Issuer  shall  cooperate  with  the  Holder  in
supplying  such  information  as  may  be reasonably necessary for the Holder to
complete  and  file  any  information  reporting  forms  presently  or hereafter
required  by  the  Securities  and  Exchange  Commission  as  a condition to the
availability  of  an  exemption  from  the  Securities  Act.
Section  13.  Determination  of  Value.  In  the  event  that  the value of this
Warrant or the Warrant Shares or the consideration payable to or received by the
Issuer  for  any  issuance  or  deemed  issuance  of  securities,  including any
determination  of Fair Market Value, is to be determined at any time by the good
faith judgment of the Board of Directors of the Issuer, such determination shall
be made in good faith by the Issuer in accordance with the express terms of this
Warrant  and  notice  of such determination shall be provided to the Holder.  If
the  Holder  disputes  the  Issuer's  determination  of  and  such valuation and
provides  timely  written notice to the Issuer to such effect, then such parties
shall  in  good faith mutually select a suitably qualified independent appraiser
to  determine  the  such valuation.  If the parties are unable to mutually agree
upon  a  suitably  qualified independent appraiser, then the Issuer shall select
one  suitably  qualified  independent appraiser, the Holder shall select another
suitably  qualified independent appraiser and such two appraisers shall select a
third  suitably  qualified  independent appraiser and the valuation shall be the
average  of  the  three  appraisals submitted by such appraisers.  All costs and
expenses  of  all  suitably  qualified  independent  appraisers  shall be shared
equally  between  the  parties,  with  the  Issuer  advancing all such costs and
expenses  and  then  deducting them from any proceeds payable to the Holder.  No
interest shall be paid in connection with the postponement or delay in any event
caused  by  such  valuation  dispute.
Section  14.  Maintenance  of  Office.  As  long  as any of this Warrant remains
outstanding,  the  Issuer  shall  maintain an office or agency (which may be the
principal executive offices of the Issuer) where the Warrant(s) may be presented
for  exercise,  registration of transfer, division or combination as provided in
this  Warrant.
Section  15.  Remedies.  The  Issuer  agrees  that  money  damages  may not be a
sufficient  remedy  for  breach of any of the terms of this Warrant, and that in
addition  to  all other remedies available at law or in equity, the Holder shall
be  entitled  to  seek  equitable  relief,  including  injunction  and  specific
performance,  without  proof  of  actual  damages  or the posting of any bond in
connection  therewith.
Section  16.  Governing  Law.  This  Warrant  shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Delaware,  excluding choice-of-law principles of the law of such
state  that  would  require  the application of the laws of a jurisdiction other
than  such  state.
Section  17.  Further  Assurances.  The parties hereto hereby agree upon request
to  execute any further documents or instruments necessary or desirable to carry
out  the  purposes  or  intent  of  this  Warrant.
         [The remainder of this page has been left blank intentionally.]

<PAGE>
IN  WITNESS  WHEREOF,  the Issuer has duly caused this Warrant to be executed by
and attested by its duly authorized officers and to be dated as of September 30,
2003.
EMERITUS  CORPORATION

By:     /s/  William  M.  Shorten
        -------------------------
     Name:  William  M.  Shorten
     Title:  Director  of  Real  Estate  Finance

Attest:

By:
     Name:
     Title:
Address:
3131  Elliot  Avenue,  Suite  500
Seattle,  Washington  98121
Attention:  Raymond  R.  Brandstrom
Telecopier  Number:  (206)  298-2909
Telephone:  (206)  301-4500


<PAGE>



                             EXERCISE/EXCHANGE FORM
Dated  ________,  _____
     The undersigned hereby irrevocably elects to exercise the within Warrant to
the  extent  of  acquiring  _______  shares of Common Stock and hereby elects to
either (check one): ___ make payment of $__________ as provided for in Section 2
of  the Warrant OR ___ elects to exchange the Warrant as provided for in Section
2  of  the  Warrant.
                     INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
     (please  typewrite  or  print  in  block  letters)
Address

Signature

<PAGE>
                               FORM OF ASSIGNMENT
                 [To be executed only upon Transfer of Warrant]

For  value  received,  the  undersigned  registered holder of the within Warrant
hereby  sells,  assigns  and  transfers  unto _______________________ the rights
represented  by  such  Warrant  to  purchase  ____  shares  of  Common  Stock of
Emeritus  Corporation  to  which  and  such  Warrant  relates,  and  appoints
_______________________  Attorney to make such transfer on the books of Emeritus
Corporation  maintained for such purpose, with full power of substitution in the
premises.


     Dated:

     (Signature  must  conform  in  all
 respects  to  name  of  holder  as
 specified  on  the  face  of  Warrant)

     Address  of  Transferring  Holder:
_____________________
_____________________
_____________________


     Signed  in  the  presence  of:
_____________________


Insert  here the number of shares called for on the face of this Warrant (or, in
the  case of a partial exercise, the portion thereof as to which this Warrant is
being  exercised),  in  either case without making any adjustment for additional
shares  of  Common  Stock  or any other stock or other securities or property or
cash  which,  pursuant  to  the  adjustment  provisions  of this Warrant, may be
delivered  upon  exercise.  In  the case of a partial exercise, a new Warrant or
Warrants  will  be issued and delivered, representing the unexercised portion of
the  Warrant,  to  the  holder  surrendering  the  Warrant.


</TEXT>
</DOCUMENT>
