**EXHIBIT 10.5
LETTER OF CREDIT AGREEMENTThis “**Agreement**” is entered into as of April 9, 2002 between the **Entities Listed on Schedule 1** (collectively, “**Beneficiary**”), and **Alterra Healthcare Corporation**, a Delaware corporation (“**Tenant**”), as an inducement to Beneficiary to enter into that certain Master Lease with Tenant dated the date hereof (the “**Lease**”).  All initially capitalized terms used but not otherwise defined herein have the meanings given them in the Lease.  Thus, for valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:     **1.        LETTER(S) OF CREDIT**.  On or before April 10, 2002, Tenant shall cause U.S. Bank National Association to issue a letter of credit in the amount of $2,214,925.82 in form and substance acceptable to Landlord in its sole and absolute discretion (the “**Initial Letter of Credit**”).  “**Letter(s) of Credit**” as used herein shall mean any letter of credit issued pursuant to this Agreement or the Lease, including the Initial Letter of Credit and any “**Supplemental**or**Replacement Letter(s) of Credit**” therefor, all of which, other than the Initial Letter of Credit but including any Supplement or Replacement Letter of Credit issued with respect to any Initial Letter of Credit, shall be substantially in the form of Exhibit A.  Each Letter of Credit issued hereunder shall constitute partial collateral for the Lease obligations.  The aggregate amount of all issued and outstanding Letters of Credit shall at all times be equal to the amount required under the Lease, and each Letter of Credit shall be issued by an Issuer complying with the provisions of Section 3 and shall be for a term of not less than *twelve (12) months* with automatic extensions for additional periods of *one (1) year* from any expiration date unless *ninety (90) days* prior to such date**Issuer delivers written notice by express, registered or certified mail to Beneficiary that it elects not to renew the Letter of Credit.  Tenant shall, at its expense, cause an Issuer to issue to Beneficiary one or more **(a)** “**Replacement Letters of Credit**” at least *thirty (30) days* prior to any such expiration date, and **(b)** “**Supplemental Letters****of Credit**” within *two (2) business days* after all or any portion of any Letter of Credit is drawn against by Beneficiary or at such other times as may be required under Section 4 of the Lease, such that at all times during the term of this Agreement, Beneficiary shall have the ability to draw on Letters of Credit totaling the amount required under Section 4 of the Lease.  If Issuer does not issue to Beneficiary such Replacement or Supplemental Letter of Credit within the respective periods set forth in this Section 1, it shall be an immediate default by Tenant under this Agreement and an immediate Event of Default under the Lease without any requirement of notice to Tenant or any right of Tenant to cure such default and Event of Default.     **2.        BENEFICIARY'S RIGHT TO DRAW**.  Beneficiary shall be entitled to draw on each Letter of Credit one or more times for the purpose of compensating Beneficiary for any amounts due it under the Lease by reason of an Event of Default thereunder or under this Agreement by reasons of a default hereunder or as otherwise provided in any Letter of Credit.  Any amount so drawn by Beneficiary shall not be deemed to:  **(a)** fix or determine the amounts to which it is entitled to recover under the Lease or otherwise; **(b)** waive or cure any default under the Lease or otherwise; or **(c) **limit or waive its right to pursue any remedies provided for in the Lease or otherwise.  If Tenant fails to cause the issuance of any required Replacement or Supplemental Letter of Credit at the times and in the manner required hereunder, then in addition to all other rights and remedies available at law or equity, Beneficiary shall have the immediate right to draw the full amount of the then issued and outstanding Letters of Credit without any requirement of notice to Tenant or any right of Tenant to cure such default and Event of Default.  Tenant hereby acknowledges that it has or will have no, and hereby waives any, interest in or right or title to any proceeds from any draw on any Letter of Credit, whether legal, equitable, beneficial or otherwise.**