SUNRISE ASSISTED LIVING HOLDINGS, L.P.

                     CLASS A LIMITED PARTNER UNIT AGREEMENT



        This Class A Limited Partner Unit Agreement (this "Agreement") is

entered into between Sunrise Assisted Living Holdings, L.P., a Delaware limited

partnership (the "Partnership"), and ___________________ ("Participant")

pursuant to the allocation of Class A Limited Partner Points to Participant as

of September 24, 2001 (the "Date of Grant") under the Limited Partnership

Agreement of the Partnership, dated as of September 24, 2001 (the "Partnership

Agreement"), attached hereto as Exhibit A. In consideration of the mutual

promises and covenants made herein and the terms and conditions of the

Partnership Agreement, which is wholly incorporated herein by reference, the

parties hereby agree as follows:



        1.      Definitions.  Except as is expressly provided herein, all terms

defined within the Partnership Agreement shall have the same meaning herein.



                (a)     "Cause" shall mean with respect to any individual: (i)

the conviction of the individual of, or the entry of a plea of guilty or nolo

contendere by the individual to, (A) any felony, or (B) any crime involving

dishonesty or moral turpitude; (ii) fraud, misappropriation or embezzlement by

the individual; (iii) the individual's unsatisfactory performance of his

assigned duties for the Employer, which continues after (A) the individual has

received written notice of his unsatisfactory performance, and (B) the

individual has had a reasonable opportunity to cure such unsatisfactory

performance; (iv) the individual's willful failure to abide by any lawful

directive of the Employer; (v) the individual's breach of any fiduciary

obligation to the Employer; (vi) any act or omission by the individual that has

an adverse impact on the reputation for honesty and fair dealing of the Employer

(and, if different from the Employer, the Partnership); (vii) any material

breach by the individual of any published policy of the Employer (and, if

different from the Employer, the Partnership); or (viii) the breach by the

individual of any material term of an agreement pursuant to which he provides

services to the Employer.



                (b)     "Committee" means the General Partner.



                (c)     "Disability" means a physical or mental condition of an

individual that, (i) in the judgment of the Committee, permanently prevents such

individual from being able to continue to serve actively in a capacity

comparable to that in which the individual served prior to the disability, or

(ii) causes the individual to become eligible for long-term disability benefits

under any long-term disability insurance plan then in effect with the Employer.



                (d)     "Employer" means the Partnership, the Subsidiary

Entities, the Operating Companies, Sunrise or any Affiliate thereof that employs

the Participant or for which the Participant serves as a director.

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