AGREEMENT AND CONSENT
                        OF LESSOR TO ASSIGNMENT OF LEASE

     THIS  AGREEMENT  AND  CONSENT  OF  LESSOR  TO  ASSIGNMENT  OF  LEASE  (this
"Agreement") is made as of September 18, 2002, by and between TEXAS HCP HOLDING,
L.P.,  a  Delaware limited partnership ("Lessor"); REGENT ASSISTED LIVING, INC.,
an  Oregon  corporation  ("Assignor");  and  ESC III, L.P., a Washington limited
partnership  doing  business  in  Texas  as  Texas-ESC  III,  L.P. ("Assignee").
                                    RECITALS
     A.     Lessor  is  the  "Lessor"  and  Assignor  is the "Lessee" under that
certain lease identified on Exhibit A attached hereto and incorporated herein by
                            ---------
this  reference (as the same have been or may hereafter be modified, amended, or
supplemented  from time to time in accordance with the respective terms thereof,
collectively, the "Lease").  The land, improvements, related rights and personal
property  (if  any)  covered  by such Lease may sometimes be referred to herein,
collectively,  as  the  "Leased  Property."
B.     Assignor desires to assign all of its right, title and interest in and to
the  Lease  to  Assignee  and  Assignee  desires  to  assume  all of the duties,
covenants,  obligations and liabilities of Assignor and all such prior assignees
(if  any) under the Lease (herein, the "Lease Assignment"), in each case whether
accruing  prior to, on or after the effective date of such Lease Assignment (the
"Lease  Assignment  Effective  Date").
C.     Each  of  Assignor  and Assignee desire to obtain Lessor's consent to the
Lease Assignment and Lessor is willing to consent to the same, but only upon the
terms  and  conditions  set  forth  in  this  Agreement.
                                    AGREEMENT
     NOW,  THEREFORE,  in  consideration  of  the  mutual covenants and promises
contained  herein and for other good and valuable consideration, the receipt and
sufficiency  of  which are hereby confirmed and acknowledged, the parties hereto
agree  as  follows:
1.     Consent  of  Lessor  to  Lease  Assignment
       ------------------------------------------
     .  Subject  to the other terms, conditions, agreements and covenants of the
parties  hereto  as  set  forth in this Agreement, Lessor hereby consents to the
Lease  Assignment  subject  to  the  following  understandings  and  agreements:
(a)     immediately  upon  the  Lease  Assignment Effective Date, Assignee shall
unconditionally  assume  and  agree  to  keep,  perform  and  observe all of the
covenants, conditions, duties, obligations and liabilities of the "Lessee" under
     the  Lease,  whether  accruing  or  arising prior to, on or after the Lease
Assignment  Effective  Date  and  Assignee  shall  affirm  and agree to the same
pursuant  to Paragraph 2(a) below, provided that Assignee shall not be liable to
Lessor  for  any  obligation of Lessee under the Lease to the extent relating to
events  occurring  prior to the Lease Assignment Effective Date and not relating
to  the  physical  condition  of  the  Facility,  and
(b)     notwithstanding  the  occurrence of the Lease Assignment Effective Date,
Assignor shall remain jointly and severally liable to Lessor, as a principal and
     not  a  surety, for the full and prompt payment, performance and observance
of  all of the covenants, conditions, duties, obligations and liabilities of the
"Lessee"  under  the Lease accruing prior to the date that is one (1) year after
the  Lease  Assignment  Effective  Date,  including,  but  not  limited  to, any
obligations  of  Assignor  relating  to  events occurring or conditions existing
prior  to  such  date.
Lessor's  consent  pursuant to this Paragraph 1 is also expressly subject to the
respective  conditions  set  forth  in  Paragraph  6  below.
2.     Assumptions,  (Re)affirmations  and  Consents.
       ---------------------------------------------
(a)     Assignee.  Immediately  upon  the  Lease  Assignment  Effective  Date,
        --------
Assignee hereby unconditionally assumes and agrees to keep, perform and observe,
     jointly  and  severally  with  Assignor,  all of the covenants, conditions,
duties,  obligations  and  liabilities  of the "Lessee" under the Lease, whether
accruing  or  arising prior to, on or after the Lease Assignment Effective Date,
provided  that  Assignee  shall  not  be  liable to Lessor for any obligation of
Lessee  under  the Lease to the extent relating to events occurring prior to the
Lease  Assignment  Effective  Date and not relating to the physical condition of
the  Facility.
(b)     Assignor.  Assignor  hereby  agrees  that  notwithstanding  the  Lease
        --------
Assignment,  Assignor  shall remain liable to Lessor, jointly and severally with
Assignee,  as  a  principal  and  not a surety, for the full and prompt payment,
performance  and  observance  of  all  of  the  covenants,  conditions,  duties,
obligations and liabilities of each respective "Lessee" under the Lease accruing
prior  to  the  date  that  is one (1) year after the Lease Assignment Effective
Date,  including,  but  not  limited to, any obligations of Assignor relating to
events  occurring  or  conditions  existing  prior  to  such  date.
3.     No  Further  Implied  Consents  to  Assignments,  Subleases,  Management
       ------------------------------------------------------------------------
Engagements or Other Transfers under the Lease; Waiver of Transfer Consideration
       -------------------------------------------------------------------------
     .  The  parties  hereto  acknowledge  and  agree  that  Lessor's consent as
provided  herein  shall  not  (a)  constitute Lessor's consent to any subsequent
assignment  of  the  Lease, subletting of the Leased Property or engagement of a
manager  to  manage  the  Facility  or  other Transfer (as defined in the Lease)
requiring  Lessor's  consent  pursuant  to  Article  XXIV of the Lease or (b) be
construed  as  a  waiver,  release,  or  relinquishment  by Lessor of any of its
respective  rights  and  privileges under the Lease ; provided, however, that by
its  signature  hereto,  Lessor  hereby waives its right to receive any Transfer
Consideration  or  Leasehold  FMV  (as defined in the Lease) with respect to the
Lease  Assignment.
4.     [Intentionally  Omitted].
       ------------------------
5.     Representations  by  the  Parties.
(a)     By  all  Parties  (Including  Lessor).  Each party hereto represents and
        -------------------------------------
warrants  to each other party hereto as of the date hereof and as of the Consent
Effective  Date  (as  defined below) as follows on behalf of itself and no other
party:
(i)     Such  party  is  duly  organized,  validly existing and in good standing
under  the  laws  of its state of organization and has full power, authority and
legal  right to execute and deliver and to perform and observe the provisions of
this  Agreement  and  the  applicable  Exhibits  hereto.
(ii)     This  Agreement  has  been,  and  upon  the  consummation  of the Lease
Assignment,  all  other  documents  to be executed by such party hereunder or in
connection  with  the Lease Assignment will have been, duly authorized, executed
and  delivered  by  such party, and constitute and will constitute the valid and
binding  obligations  of  such  party  enforceable against it in accordance with
their  respective  terms,  except  as  such  enforceability  may  be  limited by
creditors  rights  laws  and  general  principles  of  equity.
(iii)     Such party is solvent, has timely and accurately filed all tax returns
required  as  of the date hereof to be filed by it, and is not in default in the
payment  of  any  taxes  levied  or assessed against it or any of its assets, or
subject  to  any judgment, order, decree, rule or regulation of any governmental
authority  which  would,  in each case or in the aggregate, adversely affect its
condition,  financial  or  otherwise,  or  its  prospects.
(iv)     Other than the receipt by Assignee of licensure approval from the Texas
Department  of  Health  Services,  which  Assignee  will have obtained as of the
Consent  Effective  Date,  no  consent,  approval  or other authorization of, or
registration, declaration or filing with, any governmental authority is required
for the due execution and delivery of this Agreement, any of the other documents
to  be  executed  by  such  party  hereunder,  or  for the performance by or the
validity  or  enforceability  thereof  against  such  party.
(b)     By  All  Parties  (Other  than  Lessor).  Each  party hereto (other than
        ---------------------------------------
Lessor)  represents  and  warrants to Lessor as of the date hereof and as of the
Consent  Effective  Date  as  follows  on  behalf  of itself and no other party:
(i)     There  are  no  actions,  proceedings  or  investigations, including tax
audits,  pending  or  threatened,  against  or  affecting such party which could
reasonably  be  expected  to  materially  and  adversely  affect  the  financial
condition  or  prospects  of  such  party.
(ii)     The execution and delivery of this Agreement and each other document or
instrument  required to be delivered pursuant to this Agreement or in connection
with the Lease Assignment and to which such entity is a party will not result in
(A)  a breach or violation of (1) any federal, state, county, municipal or other
governmental  statutes, laws, rules, orders, regulations, ordinances, judgments,
decrees  or  injunctions of any governmental authority affecting or binding upon
such entity or its business (including without limitation any permits, licenses,
authorizations  or  regulations  relating  to  thereto);  (2) the Organizational
Documents  (as defined below) of such entity; or (3) any agreement or instrument
to  which  such  entity  is  party or by which it is bound, where such breach or
violation  would  have  a material adverse effect on the business, operations or
prospects  of such entity; or (B) the acceleration of any material obligation of
such  entity.
(iii)     Such  party  has delivered to Lessor true and correct copies of all of
its  Organizational  Documents and such Organizational Documents are complete in
all  material  respects.  As used herein, "Organizational Documents" shall mean,
collectively,  as  applicable,  the  articles  or  certificate of incorporation,
certificate  of limited partnership or certificate of limited liability company,
by-laws,  partnership  agreement,  operating company agreement, trust agreement,
statement  of  partnership,  fictitious  business  name  filings  and  all other
organizational documents relating to the creation, formation and/or existence of
a  business entity, together with resolutions of the board of directors, partner
or  member consents, trustee certificates, incumbency certificates and all other
documents  or  instruments  consummating,  approving  or  authorizing  the Lease
Assignment  and  the  execution  and  delivery  of  this Agreement and the other
documents  and  instruments required to be executed and delivered hereby by such
party.
(iv)     Neither this Agreement nor any certificate, statement or other document
furnished  or  to  be  furnished  to  Lessor  by  or  on behalf of such party in
connection  with this Agreement or the Lease Assignment contains or will contain
any  untrue  statement  of  a  material  fact  or  omits or will omit to state a
material  fact  necessary  in  order  to make the statements contained herein or
therein  not  misleading.
(c)     By  Assignor.  Assignor represents and warrants to Lessor as of the date
        ------------
hereof  and  as  of  the  Consent  Effective  Date  as  follows:
(i)     Attached  hereto  as  Exhibit  B  is a schedule listing each sublease or
                              ----------
other  commercial  (as  opposed  to  resident  or patient) occupancy arrangement
affecting  all  or  any  portion  of  the  Leased  Property.
(ii)     Assignor  has  delivered  to  Lessor  copies  of  the audited financial
statements (or, if audited statements are unavailable, unaudited statements) for
     itself  and its consolidated Subsidiaries (as defined in the Lease) for the
year  ended  December  31, 2001, and such financial statements are true, correct
and complete in all material respects, have been prepared from and in accordance
with  the  books  and  records of Assignor and its consolidated Subsidiaries, as
applicable,  and fairly present the financial position and results of operations
of  Assignor  and  its  consolidated  Subsidiaries  at  the  date(s) and for the
period(s)  indicated.
(iii)     There  has  been no material adverse change in the financial condition
of  Assignor  or  its  consolidated  Subsidiaries  from  that  disclosed  in the
financial  statements  delivered  pursuant  to  clause  (ii)  above.
(d)     By  Assignee.  Assignee represents and warrants to Lessor as of the date
        ------------
hereof  and  as  of  the  Consent  Effective  Date that from and after the Lease
Effective  Date, the Lease will be the valid and binding obligation of Assignee,
enforceable  against  Assignee  in  accordance  with  its  terms, except as such
enforceability may be limited by creditors rights laws and general principles of
     equity.
(e)     By Lessor.  To Lessor's knowledge, (i) except for the continuing failure
        ---------
of  Assignor  to  fully comply with the provisions of Article XIII of the Lease,
there  is  no  default  on the part of Assignor under the Lease or event, which,
with  the giving of notice or passage of time or both, would constitute an Event
of Default under the Lease; (ii) the Lease is valid and in full force and effect
and  has  not  been modified, supplemented, assigned or amended by Lessor; (iii)
there are no existing or pending condemnation proceedings which could affect the
Leased  Property  and  (iv)  the current monthly Minimum Rent is $79,034.68, and
Minimum Rent with respect to the Lease has been paid through September 30, 2002.
For  purposes  of  this  Agreement, the term "Lessor's knowledge" shall mean the
current  actual  knowledge  of  Lessor without duty of investigation or inquiry.
6.     Other  Conditions  to  the  Effectiveness  of  Lessor's  Consent
       ----------------------------------------------------------------
     .  Notwithstanding  anything  else  to  the  contrary  in  this  Agreement,
Lessor's consent to the Lease Assignment is expressly subject to satisfaction of
each  of  the  following  conditions:
(a)     Each  party hereto (other than Lessor) shall have executed and delivered
to  Lessor  an  original  or  counterpart  original  of  this  Agreement.
(b)     The  Lease  Assignment  shall be consummated no later than September 16,
2002,  and  Lessor shall have received written notice thereof in accordance with
the  notice  provisions  of  Paragraph  8(b)  below.
(c)     Each  of  the  representations  and  warranties set forth in Paragraph 5
above  by  each party hereto (other than Lessor) shall be true and correct as of
the  date  hereof  and  the  Lease  Assignment  Effective  Date.
(d)     Lessor  shall  have  received a legal opinion covering substantively the
matters  described in clauses (i), (ii) and (iv) of Paragraph 5(a) above, clause
(ii)  of  Paragraph 5(b) above and Paragraph 5(d) above with respect to Assignee
in  a  form  and  from  counsel  reasonably  acceptable  to  the  Lessor.
The  date  of  satisfaction  of  the  last  of  the conditions set forth in this
Paragraph  6  shall  be  referred  to  herein  as  the "Consent Effective Date."
7.     Reimbursement  of  Costs
       ------------------------
     .  Each  of  Assignor and Assignee hereby agrees, jointly and severally, to
reimburse  Lessor for its actual costs and expenses, including actual attorneys'
fees  and  expenses,  incurred  in  connection  with  the  review,  preparation,
negotiation  and documentation of this Agreement and the Exhibits hereto and the
preparation,  negotiation  and/or  review of any other document or instrument in
connection  with  the  Lease  Assignment.  Such  reimbursement  shall be made by
delivery  of  one  of such party's check therefor within ten (10) days following
Lessor  written  demand  therefor.
8.     Miscellaneous  Provisions.
       -------------------------
(a)     Successors  and  Assigns.  Subject  to  the  restrictions  and  other
        ------------------------
limitations  expressly  set forth herein and in the Lease, the terms, covenants,
        -
and  conditions  hereof  shall  inure  to the benefit of and be binding upon the
respective  parties  hereto,  their  successors,  and  permitted  assigns.
(b)     Notices.  Notices  to  the parties to this Agreement shall be in writing
        -------
and  sent  and  deemed  effective  in the manner and at the time provided in the
Leases.  Notices shall be given to the addresses set forth below or to any other
address  designated  in  writing  by  the  appropriate  party:
If  to  Lessor:     c/o  Texas  HCP  G.P.,  Inc.
--------------
4675  MacArthur  Court,  Suite  900
Newport  Beach,  California  92660
Fax:  (949)  221-0607
Attn:  Legal  Department
with  a  copy  to:     Latham  &  Watkins
-----------------
650  Town  Center  Drive,  Suite  2000
Costa  Mesa,  California  92626
Fax:  (714)  755-8290
Attn:  David  C.  Meckler,  Esq.
If  to  Assignor:     Regent  Assisted  Living,  Inc.
----------------
121  SW  Morrison  Street,  Suite  950
Portland,  Oregon  97201
Fax:  (503)  274-4685
Attn:  Walter  C.  Bowen,  President
If  to  Assignee:     c/o  Emeritus  Corporation
----------------
3131  Elliott  Avenue,  Suite  500
Seattle,  Washington  98121
Fax:  (206)  301-4500
Attn:  Raymond  Brandstrom
(c)     Counterparts.  This  Agreement  may  be  executed  in  any  number  of
        ------------
counterparts  and  by  different  parties  to  this  Agreement  in  separate
        -
counterparts,  each  of which when so executed shall be deemed to be an original
        -
and  all  of  which  taken together shall constitute one and the same Agreement.
Delivery  of  an  executed counterpart of a signature page to this Agreement via
telephone facsimile transmission shall be as effective as delivery of a manually
     executed  counterpart  of  this Agreement.  Subject to the other provisions
hereof,  this  Agreement  shall  become  effective  when each of the parties has
received  a  counterpart of this Agreement executed by the other parties to this
Agreement  or  a  copy  of  such  executed  Agreement  signed  in  counterparts.
(d)     Attorneys'  Fees.  In  any dispute or action between the parties arising
        ----------------
out  of  this  Agreement,  the  prevailing  party  shall be entitled to have and
recover from the losing party such amount as the court may adjudge reasonable as
attorneys'  fees  and expenses together with costs of litigation incurred by the
prevailing  party,  in  addition  to  all  other  amounts  provided  at  law.
(e)     Amendment.  Any  alteration,  change  or  modification  of  or  to  this
        ---------
Agreement,  in  order  to  become effective, must be made in writing and in each
instance  signed  on  behalf  of  each  party  to  be  charged.
(f)     Severability.  If  any  term,  provision,  condition or covenant of this
        ------------
Agreement or its application to any party or circumstances shall be held, to any
extent,  invalid  or  unenforceable,  the  remainder  of  this Agreement, or the
application  of  the  term,  provision,  condition  or  covenant  to  persons or
circumstances  other  than  those  as  to  whom  or  which it is held invalid or
unenforceable,  shall not be affected, and shall be valid and enforceable to the
fullest  extent  permitted  by  law.
(g)     Integration.  This Agreement contains the entire understanding among the
        ------------
parties  relating to the matters set forth herein.  All prior or contemporaneous
agreements,  understandings,  representations and statements with respect to the
subject  matters hereof, whether direct or indirect, oral or written, are merged
into  and  superseded  by  this  Agreement,  and shall be of no further force or
effect.
(h)     Cooperation of Parties.  Each party agrees to sign any other and further
        ----------------------
instruments  and  documents  and  take  such  other actions as may be reasonably
necessary or proper in order to accomplish the intent of this Agreement, so long
as  the  terms  thereof  are  fully consistent with the terms of this Agreement.
(i)     Governing  Law.  This Agreement shall be construed under the laws of the
        --------------
State  of  Texas.
(j)     Exhibits.  The  following  Exhibits are attached hereto and incorporated
        --------
herein  by  this  reference:
     Exhibit  A     -     Description  of  Lease
Exhibit  B     -     List  of  Subleases



                            [Signature Page Follows]

<PAGE>
   [Signature Page to Agreement and Consent of Lessor to Assignment of Lease]


     IN  WITNESS  WHEREOF,  the  parties hereto have entered into this Agreement
effective  as  of  the  date  first  above  written.

LESSOR:

TEXAS  HCP  HOLDING,  L.P.,  a  Delaware  limited  partnership

By:  TEXAS  HCP  G.P.,  INC., a Delaware   corporation, its sole General Partner


 By:       /s/  Arthur  G.  Sundby
    ------------------------------
Name: Arthur G. Sundby
Its: Vice President


ASSIGNOR:


REGENT  ASSISTED  LIVING,  INC.,
an  Oregon  corporation


By:       /s/  Robert  J.  Murray
   ------------------------------
Name:  Robert  J.  Murray
Its: Treasurer


ASSIGNEE:


ESC  III,  L.P.,
a  Washington limited partnership doing business in Texas as Texas-ESC III, L.P.

By:  ESC  G.P.  II,  INC.,  a  Washington  corporation,  its  general  partner

By:        /s/  Raymond  R.  Brandstrom
   ------------------------------------
Name: Raymond R. Brandstrom
Its:         CFO


<PAGE>

                                    Exhibit A

                                    EXHIBIT A

                              DESCRIPTION OF LEASE

That  certain  Lease  dated  as  of  December 5, 1996, by and between Lessor and
Assignor,  with  respect  to  certain  real and personal property located in San
Antonio,  Texas,  consisting  of  an  assisted living facility commonly known as
"Hamilton  House", as such Lease was amended by (i) that certain First Amendment
to  Lease dated as of March 4, 1997, (ii) that certain Second Amendment to Lease
dated  as  of  September  20,  1998, (iii) that certain Third Amendment to Lease
dated as of December 26, 2000, (iv) that certain Fourth Amendment to Lease dated
as  of  March,  2001,  and (v) that certain Fifth Amendment to Lease dated as of
November  1,  2001.


<PAGE>
                                    Exhibit B

                                    EXHIBIT B

                                LIST OF SUBLEASES

None.