Exhibit 10.124

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|ARTICLE 1  DEFINITIONS                        | 1
|--------------------------------------------- | -
|1.1        "Accounting Period"                | 1
|1.2        "Acquiring Guarantor"              | 1
|1.3        "Additional Charges"               | 2
|1.4        "Additional Rent"                  | 2
|1.5         "Affiliated Person"               | 2
|1.6        "Agreement"                        | 2
|1.7        "Alterra"                          | 2
|1.8         "Annual Rent Limitation Amount"   | 2
|1.9         "Applicable Laws"                 | 2
|1.10       "Award"                            | 3
|1.11       "Base Net Resident Revenues"       | 3
|1.12       "Base Year"                        | 4
|1.13       "Borrower"                         | 4
|1.14       "Borrower Indebtedness"            | 4
|1.15       "Business Day"                     | 4
|1.16       "Capital Addition"                 | 4
|1.17       "Capital Expenditure"              | 4
|1.18       "Change in Control"                | 4
|1.19       "Claims"                           | 5
|1.20       "Code"                             | 5
|1.21       "Commencement Date"                | 5
|1.22       "Condemnation"                     | 5
|1.23       "Condemnor"                        | 5
|1.24       "Conforming Bankruptcy Proceeding" | 5
|1.25       "Conforming Plan"                  | 5
|1.26       "Consolidated Financials"          | 6
|1.27       "Date of Taking"                   | 6
|1.28       "Default"                          | 6
|1.29       "Disbursement Rate"                | 6
|1.30       "Distribution"                     | 6
|1.31       "Easement Agreement"               | 6
|1.32       "Encumbrance"                      | 7
|1.33       "Entity"                           | 7
|1.34       "Environment"                      | 7
|1.35       "Environmental Obligation"         | 7
|1.36       "Environmental Notice"             | 7
|1.37       "Event of Default"                 | 7
|1.38       "Excess Net Resident Revenues"     | 7
|1.39       "Excluded Assets"                  | 7
|1.40       "Exhibit C Person"                 | 7
|1.41       "Extended Terms"                   | 7
|1.42       "Facility"                         | 7
|1.43       "Facility Mortgage"                | 7

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|1.44       "Facility Mortgagee"              | 7 
|-------------------------------------------- | --
|1.45       "Financial Officer's Certificate" | 8 
|1.46       "Fiscal Year"                     | 8 
|1.47       "Fixed Term"                      | 8 
|1.48       "Fixtures"                        | 8 
|1.49       "GAAP"                            | 8 
|1.50       "Government Agencies"             | 8 
|1.51       "Guarantor"                       | 8 
|1.52       "Guaranty"                        | 8 
|1.53       "Hazardous Substances"            | 8 
|1.54       "Immediate Family"                | 9 
|1.55       "Impositions"                     | 9 
|1.56       "Indebtedness"                    | 10
|1.57       "Insurance Requirements"          | 11
|1.58       "Interest Rate"                   | 11
|1.59       "Land"                            | 11
|1.60       "Landlord"                        | 11
|1.61       "Landlord Default"                | 11
|1.62       "Landlord Liens"                  | 11
|1.63       "Lease Documents"                 | 11
|1.64       "Lease Year"                      | 11
|1.65       "Leased Improvements"             | 11
|1.66       "Leased Intangible Property"      | 11
|1.67       "Leased Personal Property"        | 12
|1.68       "Leased Property"                 | 12
|1.69       "Legal Requirements"              | 12
|1.70       "Lender"                          | 12
|1.71       "Lien"                            | 12
|1.72       "Loan Agreement"                  | 12
|1.73       "Loan Documents"                  | 12
|1.74       "Management Agreement"            | 13
|1.75       "Manager"                         | 13
|1.76       "Material Investment"             | 13
|1.77       "Minimum Rent"                    | 13
|1.78       "Net Resident Revenues"           | 13
|1.79       "Net Worth"                       | 14
|1.80       "Notice"                          | 14
|1.81       "Officer's Certificate"           | 14
|1.82       "Overdue Rate"                    | 14
|1.83       "Parent"                          | 14
|1.84       "Permitted Control Person"        | 14
|1.85       "Permitted Encumbrances"          | 14
|1.86       "Permitted Liens"                 | 15
|1.87       "Permitted Merger"                | 15
|1.88       "Permitted Use"                   | 15
|1.89       "Person"                          | 15
|1.90       "Property"                        | 15
|1.91       "Provider Agreements"             | 15

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|1.92       "Purchase Agreement"                                | 16
|-------------------------------------------------------------- | --
|1.93       "Records"                                           | 16
|1.94       "Regulated Medical Wastes"                          | 16
|1.95       "Rent"                                              | 16
|1.96       "Required Sublease"                                 | 16
|1.97       "SEC"                                               | 16
|1.98       "SNDA"                                              | 16
|1.99       "Secured Merger"                                    | 16
|1.100      "Security Agreement"                                | 16
|1.101       "Security Deposit"                                 | 17
|1.102       "State"                                            | 17
|1.103       "Stock Pledge"                                     | 17
|1.104       "Subsidiary"                                       | 17
|1.105       "Successor Landlord"                               | 17
|1.106       "Tangible Net Worth"                               | 17
|1.107       "Tenant"                                           | 17
|1.108       "Tenant's Personal Property"                       | 17
|1.109       "Term"                                             | 18
|1.110       "Third Party Payor Programs"                       | 18
|1.111       "Third Party Payors"                               | 18
|1.112       "Unsuitable for Its Permitted Use"                 | 18
|1.113       "Work"                                             | 18
|                                                               |   
|ARTICLE 2  LEASED PROPERTY AND TERM                            | 18
|2.1        Leased Property.                                    | 18
|2.2         Condition of Leased Property.                      | 19
|2.3         Fixed Term.                                        | 20
|2.4         Extended Terms.                                    | 20
|                                                               |   
|ARTICLE 3  RENT                                                | 21
|3.1         Rent.                                              | 21
|3.2         Late Payment of Rent, Etc.                         | 26
|3.3         Net Lease.                                         | 26
|3.4         No Termination, Abatement, Etc.                    | 26
|3.5         Security Deposit.                                  | 27
|                                                               |   
|ARTICLE 4  USE OF THE LEASED PROPERTY                          | 28
|4.1        Permitted Use.                                      | 28
|4.2       Compliance with Legal/Insurance Requirements, Etc.   | 29
|4.3        Compliance with Medicaid and Medicare Requirements. | 29
|4.4        Environmental Matters.                              | 29
|                                                               |   
|ARTICLE 5  MAINTENANCE AND REPAIRS                             | 31
|5.1        Maintenance and Repair.                             | 31
|5.2        Tenant's Personal Property.                         | 33
|5.3        Yield Up.                                           | 33
|5.4        Management Agreement.                               | 33
|                                                               |   
|ARTICLE 6  IMPROVEMENTS, ETC.                                  | 34
|6.1        Improvements to the Leased Property.                | 34
|6.2        Salvage.                                            | 35

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|ARTICLE 7  LIENS                                           | 35
|---------------------------------------------------------- | --
|7.1         Liens.                                         | 35
|7.2         Landlord's Lien.                               | 35
|                                                           |   
|ARTICLE 8  PERMITTED CONTESTS                              | 36
|                                                           |   
|ARTICLE 9  INSURANCE AND INDEMNIFICATION                   | 37
|9.1         General Insurance Requirements.                | 37
|9.2         Waiver of Subrogation.                         | 38
|9.3         Form Satisfactory, Etc.                        | 38
|9.4        No Separate Insurance; Self-Insurance.          | 39
|9.5         Indemnification of Landlord.                   | 39
|9.6         Future Insurance.                              | 40
|                                                           |   
|ARTICLE 10  CASUALTY                                       | 40
|10.1         Insurance Proceeds.                           | 40
|10.2         Damage or Destruction.                        | 41
|10.3         Damage Near End of Term.                      | 42
|10.4         Tenant's Property.                            | 42
|10.5        Restoration of Tenant's Property.              | 43
|10.6         No Abatement of Rent.                         | 43
|10.7         Waiver.                                       | 43
|                                                           |   
|ARTICLE 11  CONDEMNATION                                   | 43
|11.1    Total Condemnation, Etc.                           | 43
|11.2      Partial Condemnation.                            | 43
|11.3      No Abatement of Rent.                            | 44
|11.4      Temporary Condemnation.                          | 45
|11.5      Allocation of Award.                             | 45
|                                                           |   
|ARTICLE 12  DEFAULTS AND REMEDIES                          | 45
|12.1      Events of Default.                               | 45
|12.2      Remedies.                                        | 48
|12.3      Tenant's Waiver.                                 | 50
|12.4      Application of Funds.                            | 50
|12.5      Landlord's Right to Cure Tenant's Default.       | 50
|                                                           |   
|ARTICLE 13  HOLDING OVER                                   | 50
|                                                           |   
|ARTICLE 14  LANDLORD DEFAULT                               | 51
|                                                           |   
|ARTICLE 15  PURCHASE RIGHTS                                | 52
|                                                           |   
|ARTICLE 16  SUBLETTING AND ASSIGNMENT                      | 52
|16.1      Subletting and Assignment.                       | 52
|16.2      Sublease Provisions.                             | 53
|16.3      Required Sublease.                               | 54
|16.4      Permitted Sublease                               | 55
|16.5     Sublease Limitation.                              | 55
|                                                           |   
|ARTICLE 17  ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS | 55
|17.1      Estoppel Certificates.                           | 55
|17.2      Financial Statements.                            | 56
|17.3      General Operations.                              | 57
|                                                           |   
|ARTICLE 18  LANDLORD'S RIGHT TO INSPECT                    | 58
|                                                           |   
|ARTICLE 19  EASEMENTS                                      | 58
|19.1      Grant of Easements.                              | 58
|19    .2  Exercise of Rights by Tenant.                    | 58
|19.3  Permitted Encumbrances.                              | 59

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|ARTICLE 20  FACILITY MORTGAGES                                | 59
|------------------------------------------------------------- | --
|20.1      Landlord May Grant Liens.                           | 59
|20.2      Subordination of Lease.                             | 59
|20.3      Notice to Mortgagee and Superior Landlord.          | 61
|                                                              |   
|ARTICLE 21  ADDITIONAL COVENANTS OF TENANT                    | 61
|21.1      Prompt Payment of Indebtedness.                     | 61
|21.2      Conduct of Business.                                | 62
|21.3      Maintenance of Accounts and Records.                | 62
|21.4      Notice of Litigation, Etc.                          | 62
|21.5      Indebtedness.                                       | 62
|21.6      Financial Condition of Tenant.                      | 63
|21.7     Financial Condition of Alterra.                      | 63
|21.8      Distributions, Payments to Affiliated Persons, Etc. | 63
|21.9      Prohibited Transactions.                            | 63
|21.10     Liens and Encumbrances.                             | 64
|21.11     Merger; Sale of Assets; Etc.                        | 64
|21.12     Change of Control of Guarantor.                     | 64
|                                                              |   
|ARTICLE 22  ARBITRATION                                       | 65
|                                                              |   
|ARTICLE 23  MISCELLANEOUS                                     | 66
|23.1      Limitation on Payment of Rent.                      | 66
|23.2      No Waiver.                                          | 66
|23.3      Remedies Cumulative.                                | 66
|23.4      Severability.                                       | 67
|23.5      Acceptance of Surrender.                            | 67
|23.6      No Merger of Title.                                 | 67
|23.7      Conveyance by Landlord.                             | 67
|23.8      Quiet Enjoyment.                                    | 67
|23.9      No Recordation.                                     | 68
|23.10      Notices.                                           | 68
|23.11     Construction.                                       | 69
|23.12     Counterparts; Headings.                             | 69
|23.13     Applicable Law, Etc.                                | 70
|23.14     Right to Make Agreement.                            | 70
|23.15     Attorneys' Fees.                                    | 70
|23.16     Nonliability of Trustees.                           | 70
|23.17     Bankruptcy Remote Entities.                         | 71

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