**TERMINATION
      OF MASTER LEASE**





This
      Termination of Master Lease is made this February 28, 2007 by and among the
      twenty-four (24) Delaware limited liability companies or limited partnerships
      listed on Schedule
      A attached
      hereto and made a part hereof (together, “Landlords”) and Emeritus Corporation,
      a Washington corporation (and successor to Emeritus Properties-NGH, LLC, a
      Washington limited liability company and ESC-NGH, LP, a Washington limited
      partnership) (“Tenant”) with respect to that certain Master Lease Agreement by
      and among Landlord and Tenant’s predecessors dated as of October 1, 2002 (the
“Master Lease”).





WHEREAS,
      Landlords own those certain real properties consisting primarily of the senior
      housing independent/assisted living facilities that were leased to Tenant under
      the Master Lease (the “Property”);




WHEREAS,
      Fretus Investors LLC (“Fretus”) is the sole owner and managing member or general
      partner of the Landlords;




WHEREAS,
      Tenant is the sole owner and managing member of Fretus;




WHEREAS,
      Landlords wish to retain Tenant to manage and operate the Property directly
      and
      have negotiated a management agreement all wish to execute;




NOW,
      THEREFORE, in consideration of the covenants contained herein, Landlords and
      Tenant hereby terminate the Master Lease as of the date hereof. In addition,
      the
      parties agree to cooperate in good faith to reconcile any outstanding balances
      due and owing under the Master Lease.




EXECUTED
      as of February 28, 2007.




**TENANT** :




Emeritus
      Corporation, a Washington corporation













By:  /s/
      Eric Mendelsohn


Eric
      Mendelsohn


Its:  Director
      of Real Estate and Legal Affairs







**[SIGNATURES
      CONTINUED ON FOLLOWING PAGE]**







Each
      Fee
      Owner consents and agrees to the foregoing Agreement.




**LANDLORDS:**







FRETUS
      Investors Birmingham LLC


FRETUS
      Investors Chandler LLC


FRETUS
      Investors Glendale LLC


FRETUS
      Investors Mesa LLC


FRETUS
      Investors Orange Park LLC


FRETUS
      Investors Jacksonville LLC


FRETUS
      Investors Melbourne LLC


FRETUS
      Investors Orlando LLC


FRETUS
      Investors Winter Springs LLC


FRETUS
      Investors Fort Wayne LLC


FRETUS
      Investors Indianapolis LLC


FRETUS
      Investors Greenwood LLC


FRETUS
      Investors Las Vegas LLC


each
      a
      Delaware limited liability company




By:  FRETUS
      Investors LLC, a Washington limited liability company


Its:  Manager


By:  Emeritus
      Corporation, a Washington corporation


Its:  Administrative
      Member











By:  /s/
      Eric
      Mendelsohn


Eric
      Mendelsohn


Its:  Director
      of Real Estate and Legal Affairs




























[SIGNATURES
      OF BORROWERS CONTINUE ON THE FOLLOWING PAGE]





FRETUS
      Investors Austin LP


FRETUS
      Investors Dallas LP


FRETUS
      Investors El Paso LP


FRETUS
      Investors Farmers Branch LP


FRETUS
      Investors Fort Worth LP


FRETUS
      Investors Hollywood Park LP


FRETUS
      Investors Houston LP


FRETUS
      Investors Memorial Oaks Houston LP


FRETUS
      Investors Plano LP


FRETUS
      Investors San Antonio LP


FRETUS
      Investors Sugar Land LP


each
      a
      Delaware limited partnership




By:  FRETUS
      Investors LLC, a Washington limited liability company


Its:  General
      Partner




By:  Emeritus
      Corporation, a Washington corporation


Its:  Administrative
      Member











By:  /s/ Eric
      Mendelsohn


Eric
      Mendelsohn


Its:  Director
      of Real Estate and Legal Affairs
















**EXHIBIT
      “A”**




**TENANT**




FRETUS
      Investors Birmingham LLC


FRETUS
      Investors Chandler LLC


FRETUS
      Investors Glendale LLC


FRETUS
      Investors Mesa LLC


FRETUS
      Investors Orange Park LLC


FRETUS
      Investors Jacksonville LLC


FRETUS
      Investors Melbourne LLC


FRETUS
      Investors Orlando LLC


FRETUS
      Investors Winter Springs LLC


FRETUS
      Investors Fort Wayne LLC


FRETUS
      Investors Indianapolis LLC


FRETUS
      Investors Greenwood LLC


FRETUS
      Investors Las Vegas LLC


each
      a
      Delaware limited liability company







FRETUS
      Investors Austin LP


FRETUS
      Investors Dallas LP


FRETUS
      Investors El Paso LP


FRETUS
      Investors Farmers Branch LP


FRETUS
      Investors Fort Worth LP


FRETUS
      Investors Hollywood Park LP


FRETUS
      Investors Houston LP


FRETUS
      Investors Memorial Oaks Houston LP


FRETUS
      Investors Plano LP


FRETUS
      Investors San Antonio LP


FRETUS
      Investors Sugar Land LP


each
      a
      Delaware limited partnership