**FIRST
      AMENDMENT TO LEASE AGREEMENT**


(MASTER
      LEASE)





Dated
      as
      of June 30, 2005 (the “Effective Date”)





**HR
      ACQUISITION I CORPORATION, a Maryland corporation, HR ACQUISITION OF
      PENNSYLVANIA, INC. a Pennsylvania corporation, formerly known as Capstone
      Capital of Pennsylvania, Inc.** and **HRT HOLDINGS, INC.** (“Lessor”) and **EMERITUS
      CORPORATION** ,
      a
      Washington corporation (“Lessee”) agree as follows:




**1.**
            **Preliminary
                Statements**.
                Lessor entered into that certain Lease Agreement dated as of May
                1, 2003
                (the “Lease”) with Lessee. Pursuant to the Lease, Lessor, as landlord, and
                Lessee, as tenant, have leased certain real property and improvements
                located in: Harrisburg, Pennsylvania; Hampden, Pennsylvania; Bloomsburg,
                Pennsylvania; Harrisonburg, Virginia; Roanoke, Virginia; Danville,
                Virginia; Ravenna, Ohio; and Greensboro, North Carolina, together
                with all
                Personal Property (as defined in the Lease). Lessee has requested,
                and
                Lessor has agreed, to amend the Lease in the manner set forth in
                this
                First Amendment to Lease Agreement (this “Amendment”), effective as of the
                date hereof.






**2.**
            **Definitions**.
                As used herein, the term “Lease” means the Lease as hereby amended and
                modified. Unless the context otherwise requires, all capitalized
                terms
                used herein without definition shall have the definitions provided
                therefore in the Lease.






**3.**
            **Amendments**.
                The Lease is hereby amended as
                follows:






a.
            The
                caption on Section 7.3 is hereby revised to read as follows: “Rent
                Coverage—Consolidated and Facility”






b.
            The
                lead language in Section 7.3 is hereby deleted in its entirety and
                the
                following inserted in lieu thereof:






As
      used
      herein, the following terms shall have the meanings indicated:






“Consolidated
      Coverage Ratio” means, as of the end of each quarterly reporting period, the
      ratio of (i) EBITDARM on a consolidated basis for the Facilities during the
      preceding twelve month period to (ii) the principal (excluding any prepayments
      or principal at maturity), interest and lease (capital and operating) payment
      obligations of Lessee with respect to the Facilities (including the Minimum
      Rent
      but excluding the Minimum Rent Adjustment and any principal and interest
      payments on the Loan (as defined in Section 2.6 hereof)) during the preceding
      twelve month period.




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“EBITDARM”
      means, as of the end of each quarterly reporting period, the income (or deficit)
      from all operations related to the Facility or the Facilities, as applicable,
      during the preceding twelve month period before
      any deduction for (i)
      interest charges paid or accrued during the preceding twelve month period
      (including imputed interest) on any lease (capital or operating) obligations
      (including this Lease) in respect of the Facility or Facilities, as applicable,
      (ii) income taxes in respect of the Facility or Facilities, as applicable,
      for
      such period, (iii) any amounts in respect of depreciation or amortization
      relating to the Facility or Facilities, as applicable, for such period, (iv)
      the
      rent due under all leases (capital and operating), including this Lease, during
      the preceding twelve month period, in respect of the Facility or Facilities,
      as
      applicable (which such rent in respect of this Lease shall be allocated to
      each
      Facility in accordance with the allocations set forth in Exhibit C to this
      Lease), and (v) any actual or assumed management fees paid or incurred in
      respect of the Facility or Facilities, as applicable, during the preceding
      twelve month period.






“Facility
      Coverage Ratio” means, as of the end of each quarterly reporting period, the
      ratio of (i) EBITDARM on a consolidated basis for the Facility during the
      preceding twelve month period to (ii) the principal (excluding any prepayments
      or principal at maturity), interest and lease (capital and operating) payment
      obligations of Lessee with respect to the Facility (including the Minimum Rent
      allocated to such Facility in accordance with the allocations set forth in
      Exhibit C to this Lease, but excluding the Minimum Rent Adjustment allocated
      to
      such Facility in accordance with the Minimum Rent Adjustment Schedule and any
      principal and interest payments on the Loan) during the preceding twelve month
      period.






c.
            The
                lead in language in Section 7.3(a) is hereby deleted in its entirety
                and
                the following inserted in lieu
                thereof:






Lessee
      agrees and covenants with Lessor that, so long as this Lease is in  effect,
      Lessee will achieve and maintain, on a consolidated basis, the  Consolidated
      Coverage Ratios set forth below:






Period    Required
      Consolidated Coverage Ratio




(i)  Prior
      to
      the date in (ii)    No
      requirement





(ii)
            For
                each calendar quarter1.05
                to 1.0


during
      the calendar year


beginning
      1/1/08


2








(iii)
            For
                each calendar quarter1.10
                to 1.0


during
      the calendar year


beginning
      1/1/09





(iv)
            For
                each calendar quarter1.15
                to 1.0


during
      the calendar year


beginning
      1/1/10





(v)
            For
                each calendar quarter1.20
                to 1.0


during
      the calendar year


beginning
      1/1/11 and during


each
      calendar year thereafter











d.
            Section
                7.3(b) of the Lease is hereby deleted in its entirety and the following
                is
                substituted therefore:






Lessee
      agrees and covenants with Lessor that, so long as this Lease is in  effect,
      Lessee will achieve and maintain the Facility Coverage Ratios set  forth
      below:






Period     Required
      Facility Coverage Ratio




(i)
            Prior
                to the date in (ii)No
                requirement





(ii)
            For
                each calendar quarter1.0
                to 1.0


during
      the calendar year


beginning
      1/1/08





(iii)
            For
                each calendar quarter1.05
                to 1.0


during
      the calendar years


beginning
      1/1/09 and 1/1/10





(iv)
            For
                each calendar quarter1.10
                to 1.0


during
      the calendar year


beginning
      1/1/11 and during


each
      calendar year thereafter





e.  The
      following shall be added as new Section 7.3(c):





Lessee
      acknowledges that the reporting requirements set forth in




Section 24
      hereof shall not be affected by the provisions of this Section 7.3 and
      accordingly that Lessee shall be required to provide all the financial reports
      and information contained therein whether or not Lessee is then required to
      comply with the covenants set forth above.




3







f.  The
      following shall be added as new Section 2.6:





(a)
            As
                used herein, the following terms shall have the meanings
                indicated:





“Lender”
      means Healthcare Realty Trust Incorporated, its successors and
      assigns.





“Loan”  has
      meaning set forth in Section 1.2 of the Loan  Agreement.





“Loan
      Agreement” means the loan agreement of even date herewith made between Lender
      and Lessee together with all other documents evidencing, securing, amending,
      supplementing, extending, renewing or otherwise related thereto.




“Minimum
      Rent Adjustment” shall mean the dollar amount which would be required to be paid
      on a monthly basis from the Minimum Rent Adjustment Effective Date in order
      to
      fully amortize the then current balance of the Loan allocated to this Lease
      (the
“Fixed Component of the Minimum Rent Adjustment”), together with a monthly
      return at the rate stated in Section 2(a) of the Note (the “Return Component of
      the Minimum Rent Adjustment”), over a period of time until midnight on April 30,
      2013. ****




“Minimum
      Rent Adjustment Effective Date” means the date of the occurrence of an Event of
      Default (as defined in the Loan Agreement) under the Loan Agreement, which
      is
      not waived by Lender.





“Minimum
      Rent Adjustment Schedule” means a schedule setting out the Fixed Component of
      the Minimum Rent Adjustment and the Return Component of the Minimum Rent
      Adjustment payable by Lessee to Lessor each month in respect of this Lease
      and
      setting out the Minimum Rent Adjustment allocated to each Facility.





“Note”
      means the Promissory Note of even date herewith made by Lessee in favor of
      Lender pursuant to the Loan Agreement, together with all other documents
      evidencing, securing, amending, supplementing, extending, renewing or otherwise
      related thereto.





“Rent
      Adjustment Notice” means a written notice from the Lender to the Lessee
      requiring the Minimum Rent Adjustment to be paid from and after the Minimum
      Rent
      Adjustment Effective Date.


4








(b)
            In
                the event Lessee receives a Rent Adjustment Notice, Lessor and Lessee
                shall prepare a Minimum Rent Adjustment Schedule in accordance with
                the
                provisions of this Amendment within ten (10) days after receipt by
                Lessee
                of the Rent Adjustment Notice and thereafter, Lessee shall pay to
                Lessor
                each month, the Minimum Rent Adjustment in accordance with the Minimum
                Rent Adjustment Schedule. The first installment of the Minimum Rent
                Adjustment shall be payable on the first day of the calendar month
                following the date on which the Minimum Rent Adjustment Schedule
                is agreed
                upon. Each payment of the Minimum Rent Adjustment is to be made in
                the
                same manner and at the same time as the Minimum Rent provided however,
                for
                all other purposes, the Minimum Rent Adjustment shall not be included
                within the definition of Minimum Rent.





(c)
            Payment
                of the Minimum Rent Adjustment shall be effective as of the Minimum
                Rent
                Adjustment Effective Date and shall last until the repayment in full
                of
                the sums due under the Loan allocated to this
                Lease.





(d)
            The
                Minimum Rent Adjustment shall be paid in addition to the Minimum
                Rent,
                Additional Charges or any other amounts due under this Lease; provided
                however, (i) no rent cap or other maximum rental increase in this
                Lease
                shall be affected in any manner by the application of the Minimum
                Rent
                Adjustment; (ii) annual Minimum Rent increases and other rent increases
                provided for in this Lease shall be calculated as though no Minimum
                Rent
                Adjustment is payable and (iii) no determination of Fair Market Rental
                Value shall be affected in any manner by the Minimum Rent Adjustment.





(e)
            From
                and after the date on which the first installment of Minimum Rent
                Adjustment becomes payable by Lessee pursuant to Section 2.6(b) above,
                all
                payments received by Lessor and denominated by Lessee as payments
                of
                Minimum Rent and Minimum Rent Adjustment, shall be first applied
                towards
                payment of the Minimum Rent due in respect of the period to which
                the
                payment relates and then towards payment of the Minimum Rent Adjustment
                due in accordance with the Minimum Rent Adjustment Schedule. The
                payment
                allocated to the Minimum Rent Adjustment shall then be applied first
                to
                the Return Component of the Minimum Rent Adjustment (with such amount
                being credited dollar for dollar against the Return Component of
                the
                Minimum Rent Adjustment due) and second, to the Fixed Component of
                the


5


Minimum
      Rent Adjustment due in accordance with the Minimum Rent Adjustment Schedule
      (such amount to be credited dollar for dollar against the Fixed Component of
      the
      Minimum Rent Adjustment due).





(f)
            If
                any installment of Minimum Rent Adjustment is not paid within ten
                days
                after the date when due, Lessee shall pay to Lessor interest at the
                Overdue Rate on the amount unpaid, from the date when due to the
                payment
                thereof.




g.  The
      language appearing at (c) of Article XVIII is hereby deleted in its entirety
      and
      the following inserted in lieu thereof:







all
      other
      sums (other than the Minimum Rent Adjustment), if any, payable pursuant to
      the
      provisions of this Lease with respect to the Leased Property.





h.  Section
      19.2 of the Lease is hereby deleted in its entirety.





i.  Section
      29.2 of the Lease is hereby deleted in its entirety and the following is
      substituted therefor:





Lessee
      shall have the option to purchase each Facility as of the last day of the
      Initial Term (the “Closing Date”) upon written notice to Lessor delivered no
      later than 180 days prior to the end of the Initial Term (the “Option Exercise
      Notice”) for a purchase price equal to the Minimum Purchase Price, provided that
      no Event of Default has occurred and is continuing on the date of the Option
      Exercise Notice and no Event of Default has occurred and is continuing on the
      Closing Date. Upon Lessee’s exercise of its option to purchase, Lessee, or its
      affiliates, and Lessor will execute the Contract for Sale of Real Estate
      attached as Exhibit
      E .
      If not
      sooner exercised, the option to purchase granted hereby will expire and be
      of no
      further force and effect upon the expiration of the Initial Term or the earlier
      termination of this Lease. As a condition to the exercise of the option to
      purchase, Lessee shall be required to simultaneously exercise its option to
      purchase in respect of the remaining Facilities then being leased by Lessee.
      Notwithstanding anything in this Lease to the contrary, Lessee shall have no
      option to purchase the Facilities so long as any Event of Default has occurred
      and is continuing on the Option Exercise Date or on the Closing Date for any
      Facility.








j.  The
      following shall be added to Section 36 after the definition of
“Land”:





“Landlord’s
      Investment” means $4,606,784 in respect of the Facility in Harrisburg,
      Pennsylvania; $7,990,971 in respect of the Facility in


6


Hampden,
      Pennsylvania; $4,277,867 in respect of the Facility in Bloomsburg, Pennsylvania;
      $5,689,443 in respect of the Facility in Harrisonburg, Virginia; $5,576,337
      in
      respect of the Facility in Roanoke, Virginia; $4,919,294 in respect of the
      Facility in Danville, Virginia; $4,435,632 in respect of the Facility in
      Ravenna, Ohio; and $4,704,450 in respect of the Facility in Greensboro, North
      Carolina, each plus the sum of all Capital Addition Costs relating to the Leased
      Property paid for or financed by Lessor which as of the date of repurchase
      of
      the Leased Property have not been repaid by Lessee, less the net amount (after
      deduction of all reasonable legal fees and other costs and expenses, including
      expert witness fees, incurred by Lessor in connection with obtaining any such
      award or proceeds) of all Awards received by Lessor from Condemnation of the
      Leased Property.





k.  The
      definition of “Minimum Purchase Price” set forth in Section 36 of this Lease is
      hereby amended to read as follows:





“Minimum
      Purchase Price” means the greater of (i) the Fair Market Value of the Leased
      Property at the time of delivery of the Option Exercise Notice or (ii) the
      Landlord’s Investment as such amount is increased at the rate of three percent
      compounded annually for each year (to be prorated for partial years) between
      the
      Effective Date and the Closing Date.





l.  The
      definition of “Minimum Rent” set forth in Section 36 of this Lease is hereby
      amended to read as follows:





“Minimum
      Rent” has the meaning set forth in Section 2.1(a) and as to each Facility means
      the amount set forth in Exhibit C.





m.  The
      definition of “Rent” set forth in Section 37.1 of this Lease is hereby amended
      to read as follows:





“Rent”  means,
      collectively, the Minimum Rent, the Additional Charges, the Impositions and
      if
      applicable, the Minimum Rent Adjustment (the latter being separate from the
      Minimum Rent).




**4.**
            **Counterparts**.
                This Amendment may be executed in one or more counterparts, each
                of which
                shall be an original and taken together shall constitute one and
                the same
                document. Signature and acknowledgment pages, if any, may be detached
                from
                the counterparts and attached to a single copy of this document to
                physically form one document. The failure of any party hereto to
                execute
                this Amendment or any counterpart hereof, shall not relieve the other
                signatories from their obligations hereunder.






**5.**
            **Waivers**.
                Lessee hereby (i) acknowledges that, as of the date hereof, to Lessee’s
                knowledge there is no default on the part of Lessor under the Lease,
                and
                (ii) acknowledges that, as of the date hereof, there are no offsets
                or
                defenses topayment
                of the obligations of the Lessee under the Lease.****Lessor
                acknowledges and agrees that Lessee has not been in compliance prior
                to
                the date of this Amendment with the Facility Coverage Ratio set forth
                in
                the Lease prior to the date of this Amendment and agrees that, by
                execution of this Amendment, any such non-compliance is and shall
                be
                waived.






**6.**
            **Entire
                Agreement**.
                This Amendment, the Loan Agreement and the documents executed pursuant
                to
                the terms of the Loan Agreement, set forth the entire understanding
                and
                agreement of the parties hereto in relation to the subject matter
                hereof
                and supersede any prior negotiations and agreements between the parties
                relative to the subject matter
                hereof.






**7.**
            **Force
                and Effect of Amendment**.
                Except as specifically amended, modified, or supplemented as set
                forth in
                this Amendment, the Lease remains in full force and effect.






**8.**
            **Execution
                by Telefacsimile**.
                Any copy of this Amendment bearing a signature of a party to this
                Amendment and sent by facsimile to any other party shall be deemed
                a
                manually-executed original of this Amendment, and shall be deemed
                sufficient to bind such party.







7


**IN
      WITNESS WHEREOF** ,
      intending to be legally bound hereby, the parties hereto have caused this Third
      Amendment to Lease Agreement to be executed as of the day and year first above
      written.








**LESSOR** :





HR
      ACQUISITION I
      CORPORATION


/s/ J.D. Carter Steele


By:  
      J.D. Carter Steele


Title: Senior
      Vice President and
      Chief Operating Officer











HR
      ACQUISITION OF PENNSYLVANIA, INC.,   f/k/a
      CAPSTONE CAPITAL OF PENNSYLVANIA,  INC.


/s/ J.D. Carter Steele By:  
        J.D. Carter Steele
 Title: Senior
        Vice President and
        Chief Operating Officer







HRT
      HOLDINGS, INC.


/s/ J.D. Carter Steele By:  
        J.D. Carter Steele
 Title: Senior
        Vice President and
        Chief Operating Officer










**LESSEE** :





EMERITUS
      CORPORATION





By: /s/
      William M. Shorten


William
      M. Shorten


Title: Director
      of Real Estate Finance





8