This CONSULTING AGREEMENT (this "Agreement"), dated March 28, 2000, with an effective date of April
1, 2000, is entered into between SUNRISE ASSISTED LIVING, INC. (the "Company") and DAVID W.
FAEDER (the "Consultant").
WHEREAS, the Company desires to obtain the consulting services of the Consultant as an independent
contractor to assist with real estate related matters, to provide advice and counsel to its Chairman of the Board
and Chief Executive Officer and to its President and to provide such other advice, counsel and assistance as its
Chairman of the Board and Chief Executive Officer or its President may require; and
WHEREAS, the parties desire to enter into this Agreement to set forth the terms and conditions for the consulting
relationship of the Consultant with the Company.
NOW, THEREFORE, it is AGREED as follows:
(a) During the term of this Agreement (as set out in Section 6 hereof), the Consultant shall serve as a consultant to
the Company. The Consultant shall perform consulting services as and when reasonably requested by the
Chairman of the Board and Chief Executive Officer of the Company or by the President of the Company. The
Consultant shall render advisory and consulting services to the Company of the type customarily performed by
persons serving in similar limited consulting capacities, consistent with the knowledge and experience possessed
by the Consultant. The Consultant's services shall include assisting the Company with real estate sales,
acquisitions and development matters, providing related advice and counsel to the Chairman of the Board and
Chief Executive Officer of the Company and to the President of the Company and providing such other advice,
counsel and assistance as the Chairman of the Board and Chief Executive Officer of the Company or the
President of the Company may reasonably request. Unless the parties otherwise agree in writing, the Consultant's
services to the Company shall terminate at the end of