EMERITUS CORP\WA\
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit10795.txt
<TEXT>


     NOMINATION  AGREEMENT


               THIS  NOMINATION  AGREEMENT ("AGREEMENT") is made as of March 31,
2004,  by and between NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation
("NHP"),  and  EMERITUS  CORPORATION,  a  Washington  corporation  ("EMERITUS").

     RECITALS
     --------

               A.     All  initially-capitalized  terms not otherwise defined in
this  Agreement  shall  have  the  meanings  given  such  terms  in the Purchase
Agreement  (as  hereinafter  defined).

               B.     Lodi  Care  Group  LLC,  a  Washington  limited  liability
company,  Aurora  Bay/Columbus,  L.L.C.,  a  Georgia  limited liability company,
Aurora  Bay/Hattiesburg, L.L.C., a Mississippi limited liability company, Spring
Creek  Group,  Ltd.,  a  Texas  limited partnership, Bedford Care Group, Ltd., a
Texas limited partnership, Tyler Group, Ltd., a Texas limited partnership, White
Rock  Care Group, Ltd., a Texas limited partnership, El Paso Care Group, Ltd., a
Texas  limited  partnership and Lubbock Group, Ltd., a Texas limited partnership
(collectively,  as  "SELLER")  and  Emeritus  are  the  parties  to that certain
Purchase  and  Sale  Agreement  dated  as  of  March  31,  2004  (the  "PURCHASE
AGREEMENT"), pursuant to the terms and conditions of which Seller agreed to sell
and  Emeritus  agreed  to  buy  those  certain  parcels  of  real  property more
particularly  described  in  Exhibit  A  attached  hereto (the "REAL PROPERTY"),
                             ----------
together  with (i) the improvements thereon (the "IMPROVEMENTS") that constitute
those  certain  Alzheimer  Special Care Centers as described on Exhibit B to the
Purchase  Agreement  (each  a  "FACILITY"  and  collectively,  the "FACILITIES")
together  with  all  tenements,  hereditaments,  rights,  privileges, interests,
easements  and appurtenances now or hereafter belonging or in any way pertaining
to  the  Real  Property  and/or  the  Facilities,  (ii)  the Fixtures, (iii) the
Personal  Property, (iv) the Permits and Approvals, (v) the Reports and Studies,
(vi)  the  Warranties,  (vii)  the  Claims  and  (viii)  the Intangible Property
(collectively with the Real Property, the "NHP ASSETS"); provided, however, that
                                                         --------  -------
the  NHP  Assets shall not be deemed or construed to included the Inventory, the
Books and Records, the Vehicles, the Facility Names, the telephone and facsimile
numbers of the Facilities, the Assumed Operating Contracts, residency agreements
or  Resident  Deposits.

               C.     NHP  and  Emeritus  have executed a letter agreement dated
March  2, 2004 (the "LETTER OF INTENT"), pursuant to the terms and conditions of
which  NHP  agreed  to  consider  the  purchase  of  the  Real  Property and the
Facilities  from  Seller and, concurrently therewith, lease the same to Emeritus
and/or ESC IV, L.P. ("ESC"), as tenant (the "TENANT") pursuant to the provisions
of  one  or  more leases or master leases between NHP and Tenant (each a "LEASE"
and  collectively,  the  "LEASES").

               D.     In  connection  with  the consummation of the transactions
contemplated  by the Purchase Agreement and the Letter of Intent, subject to NHP
fulfilling  certain  obligations  imposed  on  it under this Agreement, Emeritus
desires  to nominate NHP or its designee to take title to the Real Property, the
Improvements  and  the  other  NHP  Assets,  and  NHP  desires  to  accept  such
nomination.

               E.     The  Purchase  Agreement  grants  Emeritus the right to so
nominate  NHP  without  the  need  to  secure  the  consent  of  the  Seller.

     AGREEMENT
     ---------

               NOW,  THEREFORE,  taking the foregoing Recitals into account, and
in  consideration  of  the mutual covenants, agreements and conditions set forth
herein and for other good and valuable consideration the receipt and sufficiency
of  which  are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:

          1.     NOMINATION.
                 ----------

               1.1     NOMINATION AND ACCEPTANCE.  Emeritus hereby nominates NHP
to  take title to the NHP Assets pursuant to the Purchase Agreement.  NHP hereby
accepts  such  nomination  with respect to the NHP Assets.  Notwithstanding such
nomination,  NHP  does not assume, and shall have no liability under, any of the
provisions  of the Purchase Agreement.  Nothing contained herein shall be deemed
or construed to constitute a release of any of Emeritus' or Seller's obligations
under  the  Purchase  Agreement.

               1.2     REMAINING  ASSETS.  All  Assets  to be sold, transferred,
conveyed,  assigned and delivered pursuant to the Purchase Agreement, other than
those  to  be  sold,  transferred,  conveyed,  assigned  or  delivered to NHP as
contemplated  by  this  Agreement,  shall  be  acquired  by Tenant directly from
Seller.

          2.     PURCHASE  PRICE.
                 ---------------

               2.1     AMOUNT  AND PAYMENT.  Emeritus and NHP agree that (i) the
purchase  price  payable  by NHP for the NHP Assets shall be Forty Eight Million
and  no/100  Dollars  ($48,000,000)  (the "NHP PURCHASE PRICE").  Subject to the
satisfaction  of  the  conditions  precedent  set  forth  in  Section  7 of this
Agreement,  the  NHP Purchase Price shall be paid by NHP at Closing and shall be
applied  to  the  payment of the purchase price due to Seller in accordance with
the  terms  of  the  Purchase  Agreement.

               2.2     PRICE  ALLOCATION.  NHP  acknowledges  that  in  and/or
pursuant  to  the Purchase Agreement, Seller and Emeritus may have allocated the
purchase  price  thereunder  among  the  Facilities  and other Assets.  Emeritus
acknowledges  and  agrees  that  NHP  shall not be bound by any such allocations
except to the extent the same are being used to calculate closing costs, such as
transfer  taxes  and  title  insurance  policy  amounts  and  premiums, it being
understood  and  agreed  that  for  purposes  thereof NHP shall be bound by such
allocations  and  shall  not  have the right either prior to or after Closing to
request  any  changes  thereto.

          2.2     PRICE ALLOCATION.  Notwithstanding the nomination of NHP set
forth herein, provided that NHP shall have paid the NHP Purchase Price (or the
applicable portion thereof due at each Closing), Emeritus will (a) remain
obligated to pay all of the closing costs and other amounts due from Purchaser
under the Purchase Agreement, (b) be entitled to the benefit of all of the
prorations provided for in the Purchase Agreement, and (c) be entitled to
receive all of the credits at closing other than those that relate to the
principal and interest due on the Existing Financing.

          3.     REPRESENTATIONS  AND  WARRANTIES  OF EMERITUS.  Notwithstanding
                 ---------------------------------------------
that  the  transaction under this Agreement has been structured as a transfer of
title to the NHP Assets by Seller to NHP (instead of a sale of the NHP Assets by
Seller  to Emeritus and thereafter a sale of the NHP Assets by Emeritus to NHP),
it  is  the  intent  of  Emeritus and NHP that the following representations and
warranties  be  made by Emeritus as if Emeritus had purchased the NHP Assets and
thereafter  sold  the  NHP  Assets  to  NHP.  Emeritus  has conducted reasonable
independent  due  diligence  and  made  inquiry  of  Seller  as  to  the matters
represented and warranted in this Section 3 as to which Seller is likely to have
                                  ---------
knowledge.  Accordingly,  for  purposes  hereof,  the  phrase  "to  the  best of
Emeritus'  knowledge  after due inquiry" shall mean to Emeritus' knowledge based
on  its  review  of the Seller's representations and warranties set forth in the
Purchase  Agreement and the absence of any information to the contrary coming to
the  attention  of Emeritus during the course of its due diligence and inquiries
of  Seller.  In order to induce NHP to enter into this Agreement and the Leases,
Emeritus  represents  and  warrants  to  NHP  the  following:

               3.1     COMPLIANCE  WITH  BUSINESS  AGREEMENTS.  Emeritus  has
                       --------------------------------------
obtained  all  consents,  approvals  and  other  permissions  related  to  the
transactions contemplated by this Agreement and the Purchase Agreement which are
required under any Business Agreement (as hereinafter defined).  Notwithstanding
the  foregoing,  if  any additional consents, approvals or other permissions are
required  under  any  Business  Agreement  in connection with such transactions,
Emeritus  hereby  agrees  that Emeritus shall, as promptly as practical, use its
commercially  reasonable  efforts to obtain the same.  As used herein, "BUSINESS
AGREEMENT"  shall  mean  any lease, rental agreement, management agreement, loan
agreement,  mortgage,  easement,  covenant,  restriction  or  other agreement or
instrument  affecting  all or a portion of the NHP Assets and which is presently
in  effect  or  binding upon Emeritus or Tenant or all or any portion of the NHP
Assets other than the loan agreement and related documents securing the Existing
Financing,  as  to  which  NHP  has  assumed  full  responsibility to secure any
necessary consent and approvals with respect to its proposed assumption thereof.

               3.2     PERMITS.  To  the  best  of Emeritus' knowledge after due
                       -------
inquiry,  all  Permits  (as hereinafter defined) which are necessary for the use
and  operation  by  Emeritus of the NHP Assets for their current use and for the
uses  contemplated under the Leases have been issued or have been timely applied
for  and  will  be issued in due course after Closing. As used herein, "PERMITS"
shall mean all permits, licenses, approvals, entitlements and other governmental
and  quasi-governmental  authorizations  (other  than Licensing Requirements (as
hereinafter defined)), including, without limitation, certificates of occupancy,
required  by  applicable  Laws  where  the  failure  to  obtain  the  same would
reasonably  be  expected  to  have  a  material  adverse  affect  on the use and
operation  of the NHP Assets for the purpose as described in the Lease.  As used
herein,  "quasi-governmental"  shall  include  the  providers  of  all utilities
services  to  the  NHP  Assets.  As  used herein, "LAWS" shall mean all federal,
state  and  local  laws,  moratoria,  initiatives, referenda, ordinances, rules,
regulations,  standards,  orders and other governmental requirements, including,
without  limitation,  those  relating  to the environment, health and safety, or
handicapped  persons,  where  the  failure  to  abide  by  the same would have a
material  adverse  effect  on NHP, Seller, Emeritus, Tenant or the NHP Assets or
the  operation  or  use  thereof.

               3.3     LICENSING.  Tenant  has complied in all material respects
                       ---------
with  all  Licensing Requirements (as hereinafter defined) and has all licenses,
permits,  provider agreements, approvals, certifications and authorizations from
all  governmental  authorities, and has complied with all Licensing Requirements
necessary  to  operate  the  NHP  Assets for the uses permitted under the Lease;
provided,  however,  that Tenant does not currently have licenses to operate the
Facilities  located  in  Texas  or  California but it has timely applied for the
same.  Emeritus  has  no reason to believe that such licenses will not be issued
to  Tenant  in  the  ordinary  course  promptly  following the Closing.  As used
herein,  "LICENSING  REQUIREMENTS"  shall  mean  those  legal requirements which
specifically relate to the use of the NHP Assets as Alzheimer's care facilities.

               3.4     PHYSICAL  CONDITION;  COMPLETENESS.
                       ----------------------------------

                    3.4.1     To  the  best  of  Emeritus'  knowledge  after due
inquiry,  the  NHP  Assets  have  been  constructed  in  a good, workmanlike and
substantial  manner, free from material defects and in accordance with all Laws.

                    3.4.2     To  the  best  of  Emeritus'  knowledge  after due
inquiry,  except as set forth in any ALTA surveys delivered and certified to NHP
neither  the  zoning  nor  any  other  right to construct upon or to use the NHP
Assets  is to any extent dependent upon or related to any real estate other than
the  NHP Assets, the improvement of such other real estate or the payment of any
fees  for  the  improvement  of  such  other  real  estate.

                    3.4.3     To  the  best  of  Emeritus'  knowledge  after due
inquiry, the NHP Assets and each part and portion thereof, are in good condition
and  repair  and free from material defects.  Emeritus will use its commercially
reasonable  efforts to cause Seller to maintain the NHP Assets in good condition
and  repair,  except for ordinary wear and tear, between the date hereof and the
Closing  Date  pursuant  to  the  provisions  of  the  Purchase  Agreement.

                    3.4.4     To  the  best  of  Emeritus'  knowledge  after due
inquiry,  there  are no material deficiencies with respect to any portion of the
NHP  Assets  which  have been identified by any governmental authority and which
have  not  been  cured  or settled by Seller or Emeritus or which have not had a
plan  of  correction  filed  with  the  appropriate  governmental  authority.

                    3.4.5     To  the  best of Emeritus' knowledge, there are no
soil  conditions  adversely  affecting  the  NHP  Assets.

                    3.4.6     To  the  best  of  Emeritus'  knowledge  after due
inquiry  and  except as disclosed in any Phase I Environmental Reports delivered
to  NHP and certified to NHP or upon which NHP has been authorized in writing to
rely by the preparer thereof, there are and have been no Hazardous Materials (as
defined in the Lease) installed or stored in or otherwise existing at, on, in or
under  the  NHP  Assets  which  are or have been at any time in violation of any
applicable  Laws  or  which  are  or  have  been  at  any  time  in  amounts  or
concentrations  sufficient  to  require  the  reporting of such materials to any
governmental  authority.

               3.5     NO  NOTICES  OF NON-COMPLIANCE.  Emeritus has received no
                       ------------------------------
notice  that  and,  after  due  inquiry,  Emeritus  has  no  knowledge  that:

                    3.5.1     any  government agency or any employee or official
thereof  considers  that  the operation or use of the NHP Assets for the current
use  has  failed  or  will  fail  to  comply  with  any  Law;

                    3.5.2     any  investigation  has  been  commenced  or  is
contemplated  respecting any such possible or actual failure of the operation or
use  of  the  NHP  Assets  for  the  current  use  to  comply  with  any Law; or

                    3.5.3     there  are  any  unsatisfied requests for repairs,
restorations  or  alterations  with  regard  to  the NHP Assets from any person,
entity  or  authority,  including,  but  not  limited  to,  any  tenant, lender,
insurance  carrier  or  government  authority.

               3.6     LITIGATION;  CONDEMNATION.  To  the  best  of  Emeritus'
                       -------------------------
knowledge after due inquiry, there are no material actions, suits or proceedings
pending  or threatened, before or by any judicial, administrative or union body,
any  arbiter  or any governmental authority, against or affecting the NHP Assets
(or  any  portion  thereof)  or  Emeritus  or  Tenant.  To the best of Emeritus'
knowledge after due inquiry, there are no material actions, suits or proceedings
pending  or  threatened before or by any judicial, administrative or union body,
any  arbiter  or  any  governmental  authority  against or affecting Seller with
respect  to  the  NHP  Assets.  To  the  best  of  Emeritus' knowledge after due
inquiry, there are no existing, proposed or threatened eminent domain or similar
proceedings  which  would affect the Real Property or Improvements in any manner
whatsoever.

               3.7     DUE  AUTHORIZATION,  EXECUTION,  ORGANIZATION,  ETC.
                       ---------------------------------------------------

                    3.7.1     This  Agreement,  the  Purchase  Agreement and all
agreements,  instruments and documents herein or therein provided to be executed
or to be caused to be executed by Emeritus are, and on the Closing Date will be,
duly  authorized,  executed  and delivered by and are binding in accordance with
their  terms  upon  Emeritus,  subject  to the effect of bankruptcy, insolvency,
reorganization,  moratorium  or other similar laws of general application and of
legal  or  equitable  principles  generally and covenants of good faith and fair
dealing.

                    3.7.2     Emeritus is a corporation, duly organized, validly
existing  and  in  good  standing  under the laws of the State of Washington and
Emeritus  or  ESC  is  duly  qualified to do business in the states in which the
Facilities are located.  Emeritus has the power and authority to enter into this
Agreement,  the Purchase Agreement and all agreements, instruments and documents
herein  and  therein  provided  and  to consummate the transactions contemplated
hereby  and  thereby.

                    3.7.3     Neither this Agreement, the Purchase Agreement nor
any  agreement, document or instrument executed or to be executed by Emeritus in
connection  with  this  Agreement  or  the Purchase Agreement, nor any action by
Emeritus  provided  in or contemplated by this Agreement, the Purchase Agreement
or any such other agreement, document or instrument, does now or shall hereafter
breach, invalidate, cancel, make inoperative or interfere with, or result in the
acceleration  or  maturity  of,  any  agreement,  document, instrument, right or
interest,  affecting  or  relating  to  Emeritus.

               3.8     PURCHASE AGREEMENT DEFAULT.  The Purchase Agreement is in
                       --------------------------
full  force  and  effect  and has not been modified.  Emeritus is not in default
with  respect  to  any  of  its  obligations  or  liabilities under the Purchase
Agreement,  nor,  to the best knowledge of Emeritus, does any event exist which,
with  the  giving  of notice or the passage of time, or both, would constitute a
default  with  respect  to any of Emeritus' obligations or liabilities under the
Purchase  Agreement.  To Emeritus' best knowledge, Seller is not in default with
respect  to  any of its obligations or liabilities under the Purchase Agreement,
nor  does  any  event  exist  which, with the giving of notice or the passage of
time,  or  both,  would  constitute  a  default  with respect to any of Seller's
obligations  or  liabilities  under  the  Purchase  Agreement.

               3.9     PURCHASE  AGREEMENT  NOTICES.  Emeritus  has  received no
                       ----------------------------
notice  from Seller pursuant to the Purchase Agreement or otherwise and Emeritus
has  no  knowledge  that:

                    3.9.1     there are any facts or conditions which materially
and  adversely  affect  the  NHP  Assets  or  the  operation thereof or business
conducted  thereat  or  any  portion  thereof;  or

                    3.9.2     there  has  been  any material adverse change with
respect  to  the  NHP  Assets or any information furnished to Emeritus or NHP by
Seller  with  respect to the NHP Assets, including, without limitation, any such
change  which  would  make  any  portion  of  the Purchase Agreement (including,
without  limitation,  the  representations  and  warranties  contained  therein)
materially  untrue  or  incomplete.

               3.10     DELIVERY  OF INFORMATION.  Emeritus has delivered to NHP
                        ------------------------
copies  of,  or  has  made  NHP  aware  of,  all material agreements, documents,
information,  facts and conditions known to Emeritus affecting the NHP Assets or
Emeritus'  proposed  operation  thereof  after Closing, whether such agreements,
documents,  information,  facts  or  conditions  were  delivered or disclosed to
Emeritus  by Seller or were located or discovered by Emeritus as a result of its
due  diligence  in  connection  with  the  transactions  contemplated  by  this
Agreement,  the  Purchase  Agreement  or  the  Leases.  To the best of Emeritus'
knowledge  after  due inquiry, none of the agreements, documents, or information
delivered  to  NHP  by or on behalf of Emeritus and none of the representations,
warranties  or disclosures made to NHP by or on behalf of Emeritus, whether made
herein  or otherwise, contain any untrue statement of or omit any material fact.

               3.11     TRUE, CORRECT AND COMPLETE INFORMATION.  Emeritus has no
                        --------------------------------------
actual  knowledge  after  due inquiry, that any of the documents, plans, surveys
and  other  data  or  information  prepared  by  parties  other than Emeritus or
Emeritus' agents or employees and provided to NHP in connection herewith are not
true,  correct  and  complete  in  all material respects and do not disclose all
material  facts  with  no  material  omissions  with  respect  thereto.

               3.12     EXISTING  AGREEMENTS.  There  are no material agreements
                        --------------------
or  understandings  (whether  written  or oral) to which Emeritus or Tenant is a
party  or  is  bound,  including,  without  limitation, any Business Agreements,
relating to the NHP Assets other than the NHP Approved Exceptions (as defined in
the  Closing  Procedure  Letter  (itself  as  hereinafter  defined))  and  those
documents  and instruments which have been delivered to NHP by Emeritus prior to
the  Closing  Date.

               3.13     DEFAULT.  Emeritus is not in default with respect to any
                        -------
of  its  material  obligations  or  liabilities  pertaining  to  the NHP Assets.
Without  limiting  the  foregoing,  the  NHP  Approved  Exceptions are free from
material  default  by  Emeritus  or  Tenant and, to the best of Emeritus' actual
knowledge,  by  any  other  party  thereto.

          4.     REPRESENTATIONS  AND  WARRANTIES  OF  NHP.  In  order to induce
                 -----------------------------------------
Emeritus  to  enter into this Agreement, NHP represents and warrants to Emeritus
the  following:

               4.1     This  Agreement  and  all  agreements,  instruments  and
documents  herein  provided to be executed or to be caused to be executed by NHP
are  and  on the Closing Date will be duly authorized, executed and delivered by
and  are  binding in accordance with their terms upon NHP, subject to the effect
of  bankruptcy,  insolvency, reorganization, moratorium or other similar laws of
general application and of legal or equitable principles generally and covenants
of  good  faith  and  fair  dealing.

               4.2     NHP is a corporation duly organized, validly existing and
in  good  standing  under  the  laws  of  the  State of Maryland and NHP and its
designees  are  duly  authorized  and qualified, including being qualified to do
business  as  a  foreign  corporation  or  other  legal entity, to do all things
required  of  it  under  this  Agreement.

               4.3     NHP  has  the  authority to enter into this Agreement and
each  of  NHP  and  its  designees have authority to consummate the transactions
herein  provided; and nothing prohibits or restricts the right or ability of NHP
or  its designees to close the transactions contemplated hereunder or thereunder
and  carry  out  the  terms  hereof  or  thereof.

          5.     PURCHASE  AGREEMENT  REPRESENTATIONS  AND  INDEMNIFICATION.
                 ----------------------------------------------------------
Emeritus  hereby assigns to NHP, effective as of the Closing, the benefit of all
the  representations,  warranties,  covenants and indemnifications of Seller set
forth  in  the  Purchase  Agreement  as they relate to the NHP Assets; provided,
however,  NHP agrees upon request of Emeritus either to enforce the same against
the  Seller  at Emeritus' cost and expense or to re-assign its rights thereto in
order  to enable Emeritus to enforce the same against the Seller. Nothing herein
shall  be  construed  as  assignment  to  NHP, such representations, warranties,
covenants and indemnifications made by Seller in the Purchase Agreement, and the
same  shall continue to inure to the benefit of Emeritus, to the extent the same
relate  to  the  Assets  other than the NHP Assets; and nothing contained herein
shall  be  deemed  or construed to limit or affect Emeritus' rights and remedies
with respect to such representations, warranties, covenants and indemnifications
to  the  extent  the  same  relate  to  the  Assets  other  than the NHP Assets.

          6.     INDEMNIFICATIONS.
                 ----------------

               6.1     INDEMNIFICATION  BY  EMERITUS.  Emeritus  shall  hold
                       -----------------------------
harmless, indemnify and defend NHP and the NHP Assets from and against any Claim
(as hereafter defined) that (i) is inconsistent with (or results from any actual
or  alleged  fact  that  is inconsistent with) any representation or warranty of
Emeritus  contained  in this Agreement or in any document executed in connection
with  this  Agreement  (other  than  the Leases, as to which Emeritus' indemnity
obligations  shall  be  governed  by  the  terms thereof), (ii) results from any
breach  or  default by Emeritus under this Agreement, or (iii) arises out of the
negligent  or  intentional  act  or  omission  of  Emeritus  in consummating the
transaction which is the subject of the Purchase Agreement or this Agreement, to
the  extent  such  Claim  arises  out  of  such  negligent or intentional act or
omission.  Nothing  in  this  Agreement  shall  be  construed  to amend, modify,
release  or  relieve  Emeritus  of  any liability which Emeritus may have to NHP
under  the  Leases.  As  used  herein,  "CLAIM"  shall  include  any obligation,
liability,  lien,  encumbrance, loss, damage, cost, expense or claim, including,
without  limitation,  any  claim for damage to property or injury to or death of
any  person  or  persons.

               6.2     INDEMNIFICATION  BY  NHP.  NHP  shall  hold  harmless,
                       ------------------------
indemnify  and  defend  Emeritus  from  and  against  any  Claim  that  (i)  is
inconsistent  with  (or  results  from  any  actual  or  alleged  fact  that  is
inconsistent  with)  any  representation  or  warranty  of NHP contained in this
Agreement  or  in  any document executed in connection with this Agreement, (ii)
results  from any breach or default by NHP under this Agreement, or (iii) arises
out  of  the negligent or intentional act or omission of NHP, to the extent such
Claim  arises  out  of  such  negligent  or  intentional  act or omission of NHP
occurring  after  the  Closing  Date  or  occurring  during  the course of NHP's
inspection  of  the  NHP  Assets  prior  to  the  Closing  Date.

               6.3     GENERAL  INDEMNITY  PROVISIONS.  Each  indemnity provided
                       ------------------------------
for  under  this  Agreement  shall  be  subject  to  the  following  provisions:

                    6.3.1     The  indemnity  shall cover the costs and expenses
of  the  indemnitee,  including  reasonable attorneys' fees and costs (including
expert  fees), related to any actions, suits or judgments incident to any of the
matters  covered  by  such  indemnity.

                    6.3.2     The  indemnitee shall notify the indemnitor of any
Claim  against the indemnitee covered by the indemnity within one hundred eighty
(180)  days  after  it  has  notice  of  such  Claim,  but failure to notify the
indemnitor  shall  in  no case prejudice the rights of the indemnitee under this
Agreement  unless  the  indemnitor  shall be prejudiced by such failure and then
only  to  the extent the indemnitor shall be prejudiced by such failure.  Should
the  indemnitor  fail to discharge or undertake to defend the indemnitee against
such  liability  upon  learning of the same, then the indemnitee may settle such
liability,  and  the liability of the indemnitor hereunder shall be conclusively
established by such settlement, the amount of such liability to include both the
settlement  consideration  and  the  reasonable  costs  and  expenses, including
attorneys' fees and costs (including expert fees), incurred by the indemnitee in
effecting  such  settlement.

                    6.3.3     The  indemnity  shall  also  run  in  favor of any
officer,  director,  employee,  advisor,  accountant,  attorney,  partner  or
shareholder  of  the  indemnitee  or  any  person  or  entity having a direct or
indirect  ownership  interest  in  the  indemnitee.

          7.     CONDITIONS  PRECEDENT  TO CLOSE.  On or before the Closing Date
                 -------------------------------
the  following  conditions  must  be  satisfied as conditions precedent to NHP's
obligations  hereunder (but without conditioning or otherwise limiting Emeritus'
obligations  under  the  Purchase  Agreement):

          7.1     All  of  the  terms  and  conditions set forth in the Purchase
Agreement  and  the  Closing  Procedure  Letter  shall  have  been  satisfied.

          7.2     The  following  documents shall be executed (and acknowledged,
where  appropriate)  and  delivered  by  all of the appropriate parties thereto:

               7.2.1     This  Agreement;

               7.2.2     The  Leases;

               7.2.3     A  Memorandum  of  Lease  with  respect  to each of the
Facilities executed by Tenant, as tenant, and NHP or its affiliate, as landlord,
the purpose of which is to provide record notice of the existence of the Leases;

               7.2.4     A closing procedure letter executed by NHP and Emeritus
in  the  form attached hereto as Exhibit B (the "CLOSING PROCEDURE LETTER"); and
                                 ---------

               7.2.5     Such  other  documents  or  instruments  reasonably
necessary  to  consummate  the  transaction  contemplated  by  this Agreement as
requested  by  NHP  or  Emeritus.

          7.3     NHP  acknowledges  and  agrees  that  the  Purchase  Agreement
contemplates  that  there  will  be  more  than  one  Closing  thereunder  and
accordingly, all of the conditions set forth in Section 7.2 shall be required to
be  satisfied  as  to  the  first  of such Closings but only with respect to the
Facilities  which  are the subject of such Closing, that the condition set forth
in  Sections  7.2.1,  7.6 and 7.7 shall not be applicable to future Closings and
that  the  condition  set  forth in Section 7.2.2 shall be satisfied if Emeritus
executes either a Lease, if a separate Lease is to be signed with respect to the
Facilities  which  are  the subject of such Closing or an Amendment to Lease, if
the  Facilities  which  are  the  subject of such Closing as to be included in a
Lease  executed  in  conjunction  with  a  prior  Closing.

          7.4     All  costs  and prorations in connection with the transactions
contemplated by the Purchase Agreement shall be made between Emeritus and Seller
as  provided  in  the Purchase Agreement.  NHP shall have no liability therefor.

          7.5     NHP  shall  have  received  certificates  of  insurance as are
required  pursuant  to  the Leases showing NHP as an additional insured and loss
payee  thereunder.

          7.6     NHP shall have received from Emeritus copies of the following,
and  NHP shall have approved the same:  (a) The limited partnership agreement of
ESC  IV,  L.P.,  (B)  the  Certificate  of  Limited  Partnership of ESC IV, L.P.
certified  by  the  Washington  Secretary  of  State,  (C)  the  Articles  of
Incorporation  of  Emeritus  and  ESC  GP  II,  Inc. certified by the Washington
Secretary  of  State,  (D)  the  Bylaws  of  Emeritus  and ESC GP II, Inc., each
certified  by  its Secretary, (E) resolutions of Emeritus' and ESC GP II, Inc.'s
Board of Directors authorizing such entities, as applicable, to execute, deliver
and  perform  this Agreement, the Leases and the other transactions contemplated
herein  and  therein (which resolutions shall each be certified by the Secretary
of  such  entity), (F) a Certificate of Incumbency from Emeritus' and ESC GP II,
Inc.'s  Secretary  with  respect to the officers of Emeritus and ESC GP II, Inc.
executing,  as  applicable,  this  Agreement,  the  Leases  and  the  documents
contemplated  herein  and therein, and (G) a Certificate of Status for Emeritus,
ESC  IV,  L.P.  and  ESC  GP  II,  Inc.  from the Washington Secretary of State.

          7.7     Such  other  evidence  of  the  due  execution,  delivery  and
authorization of documents executed by Emeritus, ESC IV, L.P. or ESC GP II, Inc.
in connection with this Agreement and the transactions contemplated hereunder as
NHP  may  reasonably  request.

          7.8     NHP  shall  have  received the Minimum Rent (as defined in the
Leases) for the period commencing on the Closing Date and continuing through the
ninth (9th) day of the current month or next calendar month, as the case may be.

          7.9     In  accordance  with  the  terms  of the applicable Lease, NHP
shall have received the Transaction Fee (as defined in the applicable Lease) and
been  reimbursed  for  the  Transaction  Costs  of  Landlord  (as defined in the
applicable  Lease).

          7.10     None  of  the  following  shall have been done by, against or
with  respect  to  Seller, Emeritus or any Affiliate (as hereinafter defined) of
either:  (A)  The commencement of a case under Title 11 of the U.S. Code, as now
constituted or hereafter amended, or under any other applicable federal or state
bankruptcy  law  or  other  similar  law;  (B)  the  appointment of a trustee or
receiver  of  any  property  interest;  (C)  an  assignment  for  the benefit of
creditors;  (D)  an  attachment,  execution  or  other  judicial  seizure  of  a
substantial  property  interest; (E) the taking of, or submission to, any action
indicating an inability to meet its financial obligations as they accrue; or (F)
a  dissolution  or  liquidation.  As  used  herein, "AFFILIATE" shall mean, with
respect  to  any person or entity, any other person or entity which controls, is
controlled  by  or  is  under  common  control  with the first person or entity.

          7.11     No  destruction of or damage or loss not covered by insurance
from  any  cause  whatsoever, shall have occurred with respect to the NHP Assets
which,  according  to  NHP's  reasonable estimate, would cost, in the aggregate,
more  than  Two Hundred Fifty Thousand Dollars ($250,000) to repair, restore and
replace,  or  would  take  longer  than  sixty  (60) days to repair, restore and
replace.  Notwithstanding  the foregoing, in the event that, despite destruction
of or loss or damage to the NHP Assets, the transaction herein provided shall be
consummated,  Emeritus  shall,  at  its  sole  cost  and  expense,  cause  such
destruction,  loss  or  damage  to be repaired as soon as possible and NHP shall
make  available  to Emeritus any proceeds of insurance which it may receive from
Seller  as  a  result  thereof  under  the  terms  of  the  Purchase  Agreement.

          7.12     No  taking,  threatened  taking  (or  consideration  by  a
governmental  authority  of  a  taking)  of  the NHP Assets or any material part
thereof  by  eminent  domain  shall  have  occurred,  which would materially and
adversely  affect  the  value  or  use of the NHP Assets or any portion thereof.

          7.13     Chicago  Title  Insurance Company (the "TITLE COMPANY") shall
be  unconditionally  committed to issue the policies of title insurance required
under  the  Closing  Procedure  Letter.

          7.14     The  Written  Authorization  to  Close  contemplated  by  the
Closing  Procedure  Letter has been executed and delivered to the Title Company.

          8.     NHP  LIABILITY.  Notwithstanding  anything  to  the  contrary
                 --------------
contained  herein or in the Purchase Agreement, Emeritus hereby acknowledges and
agrees  that  NHP  shall have no liability with respect to any of the following:

               8.1     any breach by Seller or Emeritus of any of the covenants,
terms  or  conditions  set  forth  in  the  Purchase  Agreement or any breach by
Emeritus  of  any  of  the  covenants,  terms  or  conditions  set forth in this
Agreement;

               8.2     the  inaccuracy  of  any  of  the  representations  or
warranties  made  by  Seller  or  Emeritus  in this Agreement or in the Purchase
Agreement;  or

               8.3     the  failure  of  any  of the conditions set forth in the
Purchase  Agreement except to the extent the same is due to the wrongful acts or
omissions  of  NHP  in  which  case  NHP  shall  be  responsible  therefor.

          9.     WAIVER  OF  CONDITIONS.  Any party may at any time or times, in
                 ----------------------
its  sole  discretion, waive any of the conditions to its obligations hereunder,
but  any such waiver shall be effective only if contained in a writing signed by
such  party.  No  waiver  by  a  party of any breach of this Agreement or of any
warranty  or  representation  hereunder by another party shall be deemed to be a
waiver  of any other breach by such other party (whether preceding or succeeding
and  whether or not of the same or similar nature), and no acceptance of payment
or  performance  by a party after any breach by another party shall be deemed to
be a waiver of any breach of this Agreement or of any representation or warranty
hereunder  by  such  other  party,  whether or not the first party knows of such
breach  at the time it accepts such payment or performance.  No failure or delay
by a party to exercise any right it may have by reason of the default of another
party  shall  operate  as  a waiver of such default or as a modification of this
Agreement, nor shall any such failure or delay prevent the exercise of any right
by  the  nonbreaching  party  while the default continues.  Without limiting the
generality  of the foregoing, in the event that for any reason any item required
to  be delivered to a party hereunder shall not be delivered when required, then
the party obligated to make such delivery shall nevertheless remain obligated to
deliver  the  same  to  the party entitled to receive such delivery provided the
other  party  delivers a written request for such delivery within six (6) months
following  the  Closing  Date;  and  nothing  (including  the  closing  of  the
transaction hereunder) shall be deemed a waiver by the party entitled to receive
such  delivery  of  any  such requirement, except an express written waiver or a
failure  to  make  such  request  within  the  foregoing  time  period.

          10.     MISCELLANEOUS.
                  -------------

               10.1     SURVIVAL.  All  warranties,  representations, covenants,
                        --------
obligations and agreements contained in this Agreement shall survive the Closing
and  the  transfer and conveyance of the NHP Assets and any and all performances
hereunder  for  a  period  of two (2) years.  All warranties and representations
shall be effective regardless of any investigation made or which could have been
made.

               10.2     FURTHER  INSTRUMENTS.  Subject  to  the  limitations set
                        --------------------
forth  in  Section  9,  each  party  shall, whenever and as often as it shall be
requested  so  to  do  by  another  party, cause to be executed, acknowledged or
delivered  any  and  all  such  further  instruments  and  documents  as  may be
reasonably  necessary  or  proper,  in  the reasonable opinion of the requesting
party,  in  order  to  carry  out  the  intent  and  purpose  of this Agreement.

               10.3     LIMITATION OF LIABILITY.  No advisor, trustee, director,
                        -----------------------
officer,  employee,  accountant,  attorney,  beneficiary,  shareholder, partner,
participant or agent of or in NHP or Emeritus shall have any personal liability,
directly  or  indirectly,  under  or  in  connection  with this Agreement or any
agreement  made  or  entered  into  under  or pursuant to the provisions of this
Agreement,  or  any  amendment or amendments to any of the foregoing made at any
time  or times, heretofore or hereafter.  NHP and Emeritus, and their respective
successors  and assigns and, without limitation, all other persons and entities,
shall  look  solely to Emeritus' or NHP's, as applicable, assets for the payment
of  any  claim or for any performance; and NHP and Emeritus hereby waive any and
all  such  personal  liability  except  as set forth herein.  The limitations of
liability  provided  in this paragraph are in addition to, and not in limitation
of,  any  limitation on liability applicable to NHP and Emeritus, as applicable,
provided  by  law  or  by  any  other  contract,  agreement  or  instrument.

               10.4     ENTIRE  AGREEMENT; AMENDMENTS; CAPTIONS.  This Agreement
                        ---------------------------------------
and  the  instruments referenced herein contain the entire agreement between the
parties  respecting  the  matters  herein  set  forth and supersede all prior or
contemporaneous  agreements  or  understandings,  verbal or written, between the
parties  respecting  such  matters.  This  Agreement  may  be amended by written
agreement  of  amendment  executed  by  the parties, but not otherwise.  Section
headings  shall  not  be  used  in  construing  this  Agreement.

               10.5     CONSENTS  AND  APPROVALS.  Except as otherwise expressly
                        ------------------------
provided  herein,  any  approval  or  consent  provided  to  be given by a party
hereunder  may  be  given  or withheld in the absolute discretion of such party.

               10.6     INCORPORATION  OF  EXHIBITS  AND RECITALS.  All exhibits
                        -----------------------------------------
attached  and  referred  to  in this Agreement and all Recitals set forth at the
beginning of this Agreement are hereby incorporated herein as if fully set forth
in  this  Agreement.

               10.7     TIME  OF THE ESSENCE; NON-BUSINESS DAYS.  Subject to the
                        ---------------------------------------
next  full  sentence, time is of the essence of this Agreement.  Whenever action
must  be  taken  (including  the  giving of notice or the delivery of documents)
under  this  Agreement  during  a certain period of time or by a particular date
that  ends  or  occurs  on a non-business day, then such period or date shall be
extended  until  the  immediately  following  business  day.  As  used  herein,
"business  day"  means any day other than Saturday, Sunday or a federal holiday.
        ------

               10.8     TERMINOLOGY.  Whenever  the words "including", "include"
                        -----------
or  "includes"  are  used  in  this  Agreement,  they should be interpreted in a
non-exclusive  manner  as  though  the  words," without limitation," immediately
followed  the  same.  Except  as  otherwise  indicated,  all Section and Exhibit
references  in  this  Agreement  shall  be  deemed  to refer to the Sections and
Exhibits  in  or  to  this  Agreement.

               10.9     ATTORNEYS'  FEES.  If  any  party  brings  any action to
                        ----------------
interpret  or  enforce  this  Agreement,  or  for damages for any alleged breach
thereof, the prevailing party in any such action shall be entitled to reasonable
attorneys'  fees  and  costs  as  awarded  by the court in addition to all other
recovery,  damages  and  costs.

               10.10     CUMULATIVE  REMEDIES.  No remedy conferred upon a party
                         --------------------
in  this  Agreement is intended to be exclusive of any other remedy herein or by
law provided or permitted, but each shall be cumulative and shall be in addition
to  every  other  remedy given hereunder or now or hereafter existing at law, in
equity  or  by  statute  (except  as  otherwise  expressly  herein  provided).

               10.11     GOVERNING  LAW.  This  Agreement shall be construed and
                         --------------
enforced  in accordance with the laws of the State of California, without regard
to  the  conflict  of  law  rules  of  such  State.

               10.12     SUCCESSORS AND ASSIGNS.  None of the parties may assign
                         ----------------------
or  transfer  its  rights  or obligations under this Agreement without the prior
written  consent  of  the  other  parties  (in which event such transferee shall
assume  in  writing  all  of  the  transferor's  obligations hereunder, but such
transferor  shall  not  be released from its obligations hereunder).  No consent
given  by  any  of  the  parties hereto to any transfer or assignment of another
party's  rights  or obligations hereunder shall be construed as a consent to any
other  transfer  or  assignment  of  such  other  party's  rights or obligations
hereunder.  No  transfer  or  assignment  in  violation of the provisions hereof
shall be valid or enforceable.  Subject to the foregoing, this Agreement and the
terms  and  provisions  hereof shall inure to the benefit of and be binding upon
the  successors  and  assigns  of  the  parties.

               10.13     COUNTERPARTS.  This  Agreement  may  be  executed  in
                         ------------
several  counterparts,  each  of  which  shall be deemed an original, but all of
which  shall  constitute  one  and  the  same  document.

               10.14     NOTICES.  Any  notice  which a party is required or may
                         -------
desire  to  give  the  other  parties  shall be in writing and may be personally
delivered  or  sent  by  (i)  United States registered or certified mail, return
receipt requested, postage prepaid, or (ii) Federal Express or similar generally
recognized overnight carrier regularly providing proof of delivery, addressed as
follows:

If to Emeritus:          Emeritus Corporation
--------------
3131 Elliott Avenue, Suite 500
Seattle, Washington  98121
Attention:  Bill Shorten
Fax No.:  (206) 301-4500
With a copy to:     The Nathanson Group PLLC
1520 Fourth Street, Sixth Floor
Seattle, Washington  98101
Attention:  Randi Nathanson, Esq.
Fax No.:  (206) 623-1738
If to NHP:          Nationwide Health Properties, Inc.
---------
610 Newport Center Drive, Suite 1150
Newport Beach, California 92660
Attention:  President and General Counsel
Fax No.:  (949) 759-6876
With a copy to:     Sherry Meyerhoff Hanson & Crance LLP
610 Newport Center Drive, Suite 1200
Newport Beach, California 92660
Attention:  Kevin L. Sherry, Esq.
Fax No.:  (949) 719-1212
Any  notice so sent by mail shall be deemed to have been given as of the date of
delivery,  whether  accepted  or refused, established by U.S. Post Office return
receipt;  and  any  notice so sent by any such overnight carrier shall be deemed
given  as  of  the  date  of delivery shown on such carrier's proof of delivery,
whether accepted or refused.  Any such notice given in any other manner shall be
deemed given upon actual receipt of the same by the party to whom the same is to
be  given;  provided,  however,  that the refusal of a party to receive any such
notice  shall  be  deemed  such  party's  receipt thereof.  Any party hereto may
designate  a  different  address  for  itself  by  notice  to the other party in
accordance  with  this  subsection 10.14.  In the event a party is not a natural
                        ----------------
person,  delivery  to  an  officer,  director  or partner of such party shall be
deemed  delivery  to  such  party.

               10.15      TERMINATION.  The  obligations  of  NHP  hereunder and
                          -----------
under  the  Leases  and  any  other  document  executed  in  connection with the
transactions  contemplated  therein shall terminate upon written notice from NHP
to  Emeritus  if  the  Closing  does  not  occur  on  or  before  June 30, 2004.

               10.16      INTERPRETATION.  NHP  and  Emeritus  have  been
                          --------------
represented by counsel and this Agreement has been freely and fairly negotiated.
Consequently, all provisions of this Agreement shall be interpreted according to
their  fair  meaning  and  shall  not  be  strictly construed against any party.

               10.17      NO  THIRD  PARTIES BENEFITTED.  This Agreement is made
                          -----------------------------
and  entered  into  for the sole protection and benefit of NHP, Emeritus, Tenant
and  their  respective  permitted  successors  and assigns.  No other persons or
entities  shall  have  any  right  of  action  under  this  Agreement.



                           [SIGNATURE PAGE TO FOLLOW]

<PAGE>


13689.SIG     S-1

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


"EMERITUS"

EMERITUS  CORPORATION,
a  Washington  corporation



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



"NHP"

NATIONWIDE  HEALTH  PROPERTIES,  INC.,
a  Maryland  corporation



By:     /s/  Donald  D.  Bradley
Name:     Donald  D.  Bradley
Title:     Sr.  Vice  President  and  General  Counsel




<PAGE>


13689.2     A-1
     EXHIBIT  A

     LEGAL  DESCRIPTION  OF  THE  REAL  PROPERTY





                                    [SEE ATTACHED]
<PAGE>


13689.2     B-1
     EXHIBIT  B

     FORM  OF  CLOSING  PROCEDURE  LETTER







<PAGE>

NOMINATION AGREEMENT
--------------------
     BY  AND  BETWEEN
     NATIONWIDE  HEALTH  PROPERTIES,  INC.,
     AND
     EMERITUS  CORPORATION


     TABLE  OF  CONTENTS

<PAGE>


SH1781.V3     11/08/95


1.     Nomination       2

2.     Purchase  Price       2

3.     Representations  and  Warranties  of  Emeritus       2

4.     Representations  and  Warranties  of  NHP       7

5.     Purchase  Agreement  Representations  and  Indemnification       7

6.     Indemnifications       7

7.     Conditions  Precedent  to  Close      9

8.     NHP  Liability      11

9.     Waiver  of  Conditions      11

10.     Miscellaneous      11


EXHIBITS:

     A  -  LEGAL  DESCRIPTION  OF  THE  REAL  PROPERTY

     B  -  FORM  OF  CLOSING  PROCEDURE  LETTER




<PAGE>



     NOMINATION  AGREEMENT



     BY  AND  BETWEEN



     NATIONWIDE  HEALTH  PROPERTIES,  INC.,
     A  MARYLAND  CORPORATION,



     AND



     EMERITUS  CORPORATION,
     A  WASHINGTON  CORPORATION










     DATED  AS  OF  MARCH  31,  2004






</TEXT>
</DOCUMENT>
