EMERITUS CORP\WA\
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>exhibit10718.txt
<TEXT>



     Loan  No.  07-0004017

August  26,  2002
Emeritus  Properties  XIV,  LLC
3131  Elliott  Avenue,  Suite  500
Seattle,  Washington  98121

Re:     $8,300,000  ("LOAN")  from Heller Healthcare Finance, Inc. ("LENDER") to
Emeritus  Properties  XIV,  LLC  limited  liability  company  ("BORROWER")

Dear  Madam  or  Sir:
     We  write  in connection with that certain Loan Agreement, dated as of even
date  herewith,  by  and  between  Lender  and  Borrower (the "LOAN AGREEMENT"),
pursuant  to  which  Lender  has  agreed  to  make  the  Loan  to Borrower.  All
capitalized  terms used herein and not otherwise defined shall have the meanings
assigned  to  such  terms  in  the  Loan  Agreement.
Lender  and  Guarantor  have  entered  into  or  currently  intend to enter into
negotiations  for  Lender to make a loan (the "DEUTSCHE BANK REFINANCE LOAN") to
Guarantor  or its affiliate (the "REFINANCE BORROWER"), which loan will be used,
among  other things, to refinance existing debt of Guarantor (or its affiliates)
owed  to  Deutsche  Bank.
In  the  event  that  (a)  Lender does not issue a loan application in an amount
acceptable  to  Refinance  Borrower  for the Deutsche Bank Refinance Loan or (b)
Refinance Borrower has signed and Lender has accepted a loan application for the
Deutsche  Bank Refinance Loan in an amount acceptable to the Refinance Borrower,
and  Lender  fails  to  obtain  credit  committee approval for the Deutsche Bank
Refinance  Loan  for  any  reason, then Lender hereby agrees that it shall allow
Borrower  to  repay,  in  full  but  not  in  part,  the Loan prior to the first
anniversary  of  the  Closing  Date,  notwithstanding  the  prohibition  of such
prepayment  contained  in  Section  1.7  of  the Loan Agreement (the "FIRST YEAR
REPAYMENT").  If  Borrower  makes  the  First Year Repayment as provided herein,
Lender  hereby  agrees  to waive the Exit Fee due pursuant to Section 1.8 of the
Loan  Agreement in connection with such prepayment and to refund to Borrower, at
the  time  of the First Year Repayment, a portion of the Loan commitment paid to
Lender  in  the  amount  of  Forty-One  Thousand Five Hundred Dollars ($41,500).

<PAGE>
Nothing contained herein shall be construed as a commitment to make the Deutsche
Bank  Refinance  Loan,  or  to  enter  into or continue negotiations to make the
Deutsche  Bank  Refinance  Loan.


Very  truly  yours,

GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation

 By: /s/  Jefferey  M.  Muchmore
     ----------------------------
 Name:    Jefferey  M.  Muchmore
 Its:     VP










</TEXT>
</DOCUMENT>
