EMERITUS CORP\WA\
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>ex10684.txt
<TEXT>

                        FIRST AMENDMENT TO SALE CONTRACT
                        --------------------------------
     THIS  FIRST  AMENDMENT  TO  SALE  CONTRACT  (this  "AMENDMENT") is made and
entered  into  as  of  the 1st day of May, 2002, by and between SENIOR LIFESTYLE
SHREVEPORT,  L.L.C.  ("SELLER"),  and  EMERITUS  CORPORATION  ("BUYER").
                                    RECITALS
                                    --------

     A.     Seller and Buyer entered into that certain Sale Contract dated April
17,  2002 (the "SALE CONTRACT"), under which terms and conditions were set forth
for  Seller  to  sell  and Buyer to purchase the Facility (capitalized terms not
otherwise  defined  herein  shall  have the respective meanings set forth in the
Sale  Contract).

B.     Lender  has  not  yet  delivered  the Required Consent, which is a mutual
condition precedent to closing under Section 12 of the Sale Contract, and Seller
and  Buyer  mutually  desire  to  extend  the  Closing  Date under the terms and
conditions  set  forth  below.

C.     Lender is willing to permit HB-ESC I, LLC, a Washington limited liability
company  ("HB-ESC  I"),  the  entity  to  whom  Buyer intends to assign the Sale
Contract  on  the  Closing  Date,  to manage the Facility commencing May 1, 2002
pursuant  to  an  Interim  Management Agreement, and for Buyer to sub-manage the
Facility  commencing  May  1,  2002  in  return for a sub-management fee of five
percent  (5%)  of Gross Revenues pursuant to an Interim Sub-Management Agreement
until  such  time  as  the  Required  Consent  is  obtained or denied by Lender.

D.     Seller  leases  a  vehicle ("VEHICLE") pursuant to a lease ("LEASE") with
Capital Alliance ("LENDER") and Seller and Buyer mutually desire to describe the
actions  the  parties  have  agreed  to take with respect to such Lease, as more
particularly  described  below.

                                    AGREEMENT
                                    ---------

     NOW,  THEREFORE,  in  consideration  of the mutual promises hereinafter set
forth, and of other good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:
1.     Recitals.  The recitals set forth above are hereby incorporated as if set
       --------
     forth  herein  in  their  entirety.
2.     Amendment  to  Closing Date.  Section 6(a) of the Sale Contract is hereby
       ---------------------------
amended  to provide that the Closing Date shall mean the earlier to occur of the
date on which the conditions precedent to closing set forth in Section 12 of the
Sale  Contract  are  satisfied  or June 1, 2002 (provided that in no event shall
either  Seller  or Buyer be required to close unless the conditions precedent in
Section  12  of  the  Sale  Contract  which  are  applicable  to  each  of their
obligations to close are satisfied).  In consideration for HB-ESC I assuming the
economic benefits and burdens of the Facility as of May 1, 2002, pursuant to and
subject  to  the  terms  of  the  Interim  Management Agreement, for purposes of
determining Sellers' obligation to fund Operating Losses as described in Section
4 of the Sale Contract, and determining prorations, as described in Section 6(d)
of  the  Sale Contract, the Closing Date shall be deemed to have occurred on May
1,  2002  ("DEEMED  CLOSING  DATE").  Notwithstanding  the immediately preceding
sentence,  the  Closing  Documents shall be dated as of the actual Closing Date,
not the Deemed Closing Date; and the term "Closing Date", for all purposes other
than  those described in the immediately preceding sentence, shall be the actual
Closing  Date  and  not  the  Deemed  Closing  Date.
3.     Vehicle  Lease.  The  definition  of  "Operating  Contracts"  in the Sale
       --------------
Contract  is  hereby  amended  to  include the Lease.  Seller agrees to promptly
request  Lender's consent pursuant to the same economic terms under which Seller
leases  the  Vehicle  from Lender to (i) first, the assignment and assumption of
the  Lease by Buyer (the "ASSIGNMENT") and, if such request is refused, (ii) the
sublease  of  the  Vehicle from Seller to Buyer (the "SUBLEASE").  If the Lender
does  not  consent to the Assignment or the Sublease, on or prior to the Closing
Date,  Buyer  shall  nonetheless be permitted to continue to use the Vehicle for
sixty  (60)  days following the Closing Date, or such shorter period required by
Lender,  pursuant  to  the  same  economic  terms  under which Seller leases the
Vehicle  from  Lender.  Payments  made for debt service and/or lease or sublease
payments  with  respect  to the Vehicle (regardless of whether such payments are
made  to  Lender  because  the Lease has been assigned by Seller to Buyer, or to
Seller  because  the  Vehicle has been subleased by Seller to Buyer), as well as
any  one  Vehicle  leased in substitution for the Vehicle because Lender did not
permit  the  Assignment  or  the Sublease, and payments made with respect to the
exercise of a purchase option on the Vehicle shall each be considered a facility
expense,  which  may be included in calculating Operating Losses as described in
Section  4(a)  of  the  Sale  Contract.
4.     Counterparts;  Facsimile  Signatures.  This  Amendment may be executed in
       ------------------------------------
counterparts  which  together  will  constitute  one agreement.  For purposes of
determining  the enforceability of this Amendment, facsimile signatures shall be
deemed  originals.
5.     Successors  and  Assigns.  This Amendment shall be binding upon and inure
       ------------------------
to  the  benefit  of  the  parties  and  their  successors  and  assigns.
6.     Ratification.  All  terms and conditions of the Sale Contract not amended
       ------------
pursuant to this First Amendment are hereby ratified and confirmed and remain in
full  force  and  effect.

                        [SIGNATURES FOLLOW ON NEXT PAGE]

<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned  parties  have  executed this First
Amendment  as  of  the  day  and  year  first  above  stated.

SELLER:
------

SENIOR  LIFESTYLE  SHREVEPORT,  L.L.C.


By:     /s/    Jon  A.  DeLuca
     Jon  A.  DeLuca
     Vice  President  and  Chief  Financial  Officer


BUYER:
-----

EMERITUS  CORPORATION


By:     /s/    Daniel  R.  Baty
     Daniel  R.  Baty
     Chairman  and  Chief  Executive  Officer


The  undersigned  is  executing  this  First  Amendment  for the sole purpose of
evidencing  its  agreement  to  the  provisions  hereof.


HORIZON  BAY  MANAGEMENT,  L.L.C.


By:     /s/    Jon  A.  DeLuca
     Jon  A.  DeLuca
     Vice  President  and  Chief  Financial  Officer




</TEXT>
</DOCUMENT>
