This
      instrument was prepared by:


David
      J.
      White


Baker,
      Donelson, Bearman,


Caldwell
      & Berkowitz, P.C.


211
      Commerce Street, Suite 1000


Nashville,
      Tennessee 37201

























**LEASE
      TERMINATION AGREEMENT**




**THIS
      LEASE TERMINATION AGREEMENT** (the
“Termination”) is dated as of March ___, 2007, and is effective at the Effective
      Time (as defined in **Section
      1** hereof),
      and is by and among **HR
      ACQUISITION I CORPORATION,** a
      Maryland corporation, **HR
      ACQUISITION OF PENNSYLVANIA, INC.** ,
      a
      Pennsylvania corporation (f/k/a Capstone Capital of Pennsylvania, Inc.), and **HRT
      HOLDINGS, INC** .,
      a
      Delaware corporation (collectively
      the “Landlord”), with an address of 3310 West End Avenue, Suite 700, Nashville,
      Tennessee 37203, and **EMERITUS
      CORPORATION** ,
      a
      Washington corporation (the
“Tenant”), with an address of 3131
      Elliott Avenue, Suite 500, Seattle, Washington 98121 .





**PRELIMINARY
      STATEMENTS**




A.  Pursuant
      to that certain Lease Agreement identified on **Exhibit
      A** attached
      hereto (the “Lease”), Tenant leased from Landlord the premises more particularly
      described as the “Leased Property” in the Lease (the “Premises”).




B.  I n
      conjunction with the conveyance of the Premises by Landlord to Tenant, Landlord
      and Tenant wish to agree and consent to the termination of the Lease .




**TERMS**




**NOW,
      THEREFORE** ,
      in
      consideration of the sum of Ten and No/100 Dollars ($10.00) and other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and the mutual promises contained in this Termination, the
      parties, intending to be legally bound, agree as follows:






Loyalton
          at Harrisonburg
 Harrisonburg,
          Rockingham County, Virginia


1.  Landlord
      and Tenant hereby agree and consent to the termination of the Lease, effective
      as of ______ __.m. (Eastern Time) on the date hereof (the “Effective Time”);
      provided, however, that Tenant is not released from any liabilities, duties
      or
      obligations under the Lease that arose or accrued prior to the Effective Time,
      including, without limitation, the obligation, responsibility or liability
      for
      the payment to Landlord or any other person or entity for any losses,
      liabilities, damages, injuries, penalties, fines, costs, expenses, claims and
      other amounts of any and every kind whatsoever (including, without limitation,
      reasonable attorneys’ fees and expenses) that
      relate to (a) the Lease; (b) Tenant’s occupancy of the Premises or the
      improvements thereon; (c) the use
      or
      enjoyment of any appurtenances, easements, rights and privileges belonging
      to
      the Premises by Tenant or its invitees, officers,
      contractors, subcontractors, agents, representatives or employees ;
      or (d) causes
      of
      action, claims, suits, actions or other proceedings (i) pending at the Effective
      Time or (ii) filed or made at or after the Effective Time and relating to events
      occurring or liabilities or obligations arising or accruing prior to the
      Effective Time.





2.  Tenant
      hereby releases and forever discharges Landlord from all known or unknown causes
      of action, claims, suits, actions, demands or other proceedings of any kind
      that
      Tenant has as of the Effective Time or may have after the Effective Time on
      account of or in any way arising out of or related to the Lease or the
      Premises.





3.  This
      Termination shall be construed and interpreted in accordance with the laws
      of
      the State in which the Premises are located.





4.  This
      Termination shall inure to the benefit of the successors and assigns of the
      parties hereto.





5.  This
      Termination may be executed in any number of counterparts, each of which shall
      be deemed an original hereof and all of which together shall constitute but
      one
      Termination. In the event of any conflict between the terms of this Termination
      and the terms of the Lease, the terms of this Termination shall govern and
      shall
      be controlling.


Loyalton
          at Harrisonburg
 Harrisonburg,
          Rockingham County, Virginia





**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have executed this instrument effective on the date set forth
      above.




**LANDLORD:**





**HR
      ACQUISITION I CORPORATION** ,  a        Maryland
      corporation








By:  /s/ John
      M.
      Bryant, Jr.


John
      M.
      Bryant, Jr.


Senior
      Vice President and General Counsel








[CORPORATE
      SEAL]











STATE
      OF
      TENNESSEE


COUNTY
      OF
      DAVIDSON, to-wit:





The
      foregoing instrument was acknowledged before me in the County of Davidson,
      State
      of Tennessee, this _14th_ day of March, 2007, by John
      M.
      Bryant, Jr. , Senior
      Vice President and General Counsel of **ACQUISITION
      I CORPORATION** ,
      a
      Maryland corporation, on its behalf.








/s/
      Ruth
      Ann Caruthers


Notary
      Public








(SEAL)








My
      Commission Expires:___08/08/2010_____




Loyalton
          at Harrisonburg
 Harrisonburg,
          Rockingham County, Virginia





**HRT
      HOLDINGS, INC** .,
      a
      Delaware corporation





By:  /s/ John
      M.
      Bryant, Jr.


John
      M.
      Bryant, Jr.


Senior
      Vice President and General Counsel











[CORPORATE
      SEAL]











STATE
      OF
      TENNESSEE


COUNTY
      OF
      DAVIDSON, to-wit:





The
      foregoing instrument was acknowledged before me in the County of Davidson,
      State
      of Tennessee, this _14th__ day of March, 2007, by John
      M.
      Bryant, Jr. , Senior
      Vice President and General Counsel of **HRT
      HOLDINGS, INC** .,
      a
      Delaware corporation, on its behalf.








/s/
      Ruth
      Ann Caruthers


Notary
      Public








(SEAL)








My
      Commission Expires:__08/08/2010_




Loyalton
          at Harrisonburg
 Harrisonburg,
          Rockingham County, Virginia








**HR
      ACQUISITION OF PENNSYLVANIA,**        **INC** .,
      a
      Pennsylvania corporation





By:  s/ John
      M.
      Bryant, Jr.


John
      M.
      Bryant, Jr.


Senior
      Vice President and General Counsel











[CORPORATE
      SEAL]











STATE
      OF
      TENNESSEE


COUNTY
      OF
      DAVIDSON, to-wit:





The
      foregoing instrument was acknowledged before me in the County of Davidson,
      State
      of Tennessee, this _14th__ day of March, 2007, by John
      M.
      Bryant, Jr. , Senior
      Vice President and General Counsel of **HR
      ACQUISITION OF PENNSYLVANIA, INC.** ,
      a
      Pennsylvania corporation, on its behalf.








/s/
      Ruth
      Ann Caruthers


Notary
      Public








(SEAL)








My
      Commission Expires:___08/08/2010_____







Loyalton
          at Harrisonburg
 Harrisonburg,
          Rockingham County, Virginia








**TENANT:**





**EMERITUS
      CORPORATION** ,


a
      Washington corporation








By:  /s/ Eric
      Mendelsohn


Eric
      Mendelsohn,


Director
      of Real Estate and Legal Affairs











[CORPORATE
      SEAL]








STATE
      OF
      ___Washington__


COUNTY
      OF
      __King___, to-wit:





The
      foregoing instrument was acknowledged before me in the County of _King__, State
      of _ Washington _, this _10th_ day of March, 2007, by Eric Mendelsohn, Director
      of Real Estate and Legal Affairs of **EMERITUS
      CORPORATION** ,
      a
      Washington corporation, on its behalf.








/s/
      Nadia S. Reynolds


Notary
      Public








(SEAL)








My
      Commission Expires:__06/15/2010__







Loyalton
            at Harrisonburg
 Harrisonburg,
            Rockingham County, Virginia


**EXHIBIT
      A**





Lease
      Agreement, dated May 1, 2003, by and between HR Acquisition I Corporation,
      Capstone Capital of Pennsylvania, Inc., and HRT Holdings, Inc., as lessor,
      and
      Emeritus Corporation, as lessee;





as
      amended by First Amendment to Lease Agreement, dated as of June 30, 2005, by
      and
      between HR Acquisition I Corporation, HR Acquisition of Pennsylvania, Inc.
      (f/k/a/ Capstone Capital of Pennsylvania, Inc.), and HRT Holdings, Inc., and
      Emeritus Corporation;




and
      as
      evidenced by (i) a Memorandum of a Lease Agreement, dated May 1, 2003, by and
      between Capstone Capital of Pennsylvania, Inc. and HRT Holdings, Inc., and
      Emeritus Corporation, recorded at Instrument No. 200306273 in the Office of
      the
      Recorder of Deeds for Columbia County, Pennsylvania, as amended by an Amendment
      to Memorandum of Lease Agreement, dated as of June 30, 2005, by and between
      HR
      Acquisition of Pennsylvania, Inc. (f/k/a Capstone Capital of Pennsylvania,
      Inc.), and Emeritus Corporation, recorded at Instrument No. 200508723 in the
      Office of the Recorder of Deeds for Columbia County, Pennsylvania, (ii) a
      Memorandum of a Lease Agreement, dated April 28, 2003 and effective May 1,
      2003,
      by and between Capstone Capital of Pennsylvania, Inc. and Emeritus Corporation,
      recorded at Book 697, Page 2652 in the Office of the Recorder of Deeds for
      Cumberland County, Pennsylvania, as amended by an Amendment to Memorandum of
      Lease Agreement, dated as of June 30, 2005, by and between HR Acquisition of
      Pennsylvania, Inc. (f/k/a Capstone Capital of Pennsylvania, Inc.), and Emeritus
      Corporation, recorded at Book 720, Page 128 in the Office of the Recorder of
      Deeds for Cumberland County, Pennsylvania, (iii) a Memorandum of a Lease
      Agreement, dated April 28, 2003, effective May 1, 2003, by and between Capstone
      Capital of Pennsylvania, Inc. and Emeritus Corporation, recorded at Record
      Book
      4921, Page 105 in the Office of the Recorder of Deeds for Dauphin County,
      Pennsylvania, as amended by an Amendment to Memorandum of Lease Agreement,
      dated
      as of June 30, 2005, by and between HR Acquisition of Pennsylvania, Inc. (f/k/a
      Capstone Capital of Pennsylvania, Inc.), and Emeritus Corporation, recorded
      at
      Record Book 6162, Page 406 in the Office of the Recorder of Deeds for Dauphin
      County, Pennsylvania, (iv) a Memorandum of a Lease Agreement, recorded at Lease
      No. 200317547 in the Office of the Recorder for Portage County, Ohio, as amended
      by an Amendment to Memorandum of Lease Agreement, dated as of June 30, 2005,
      by
      and between HR Acquisition I Corporation and Emeritus Corporation, recorded
      at
      Lease No. 200517310 in the Office of the Recorder for Portage County, Ohio,
      (v)
      a Memorandum of a Lease Agreement, dated May 1, 2003, by and between HRT
      Holdings, Inc. and Emeritus Corporation, recorded at Instrument No. 200311235
      in
      the Office of the Clerk of the Circuit Court for Roanoke County, Virginia,
      as
      amended by an Amendment to Memorandum of Lease Agreement, dated as of June
      30,
      2005, by and between HRT Holdings, Inc. and Emeritus Corporation, recorded
      at
      Instrument No. 200511174 in the Office of the Clerk of the Circuit Court for
      Roanoke County, Virginia, (vi) a Memorandum of a Lease Agreement, dated May
      1,
      2003, by and between HR Acquisition I Corporation (f/k/a Capstone Capital
      Corporation) and Emeritus Corporation, recorded at Book 5819, Page 2461 in
      the
      Office of the Register of Deeds for Guilford County, North Carolina, as amended
      by an Amendment to Memorandum of Lease


Loyalton
          at Harrisonburg
 Harrisonburg,
          Rockingham County, Virginia




Agreement,
      dated as of June 30, 2005, by and between HR Acquisition I Corporation and
      Emeritus Corporation, recorded at Book 6352, Page 1327 in the Office of the
      Register of Deeds for Guilford County, North Carolina, (vii) **a
      Memorandum of a Lease Agreement, dated May 1, 2003, by and between HRT Holdings,
      Inc. and Emeritus Corporation, recorded at Deed Book 2271, Page 474 in the
      Office of the Clerk of the Circuit Court for Rockingham County, Virginia, as
      amended by an Amendment to Memorandum of Lease Agreement, dated as of June
      30,
      2005, by and between HRT Holdings, Inc. and Emeritus Corporation, recorded
      at
      Deed Book 2697, Page 219 in the Office of the Clerk of the Circuit Court for
      Rockingham County, Virginia** ,
      and
      (viii) a Memorandum of a Lease Agreement, dated May 1, 2003, by and between
      HRT
      Holdings, Inc. and Emeritus Corporation, recorded at Instrument No. 03-2692
      in
      the Office of the Clerk of the Circuit Court for the City of Danville, Virginia,
      as amended by an Amendment to Memorandum of Lease Agreement, dated as of June
      30, 2005, by and between HRT Holdings, Inc. and Emeritus Corporation, recorded
      at Instrument No. 05-3328 in the Office of the Clerk of the Circuit Court for
      the City of Danville, Virginia;





and
      as
      subject to (i) the Assignment of Rents and Leases, dated as of May 1, 2003,
      by
      and between HR Acquisition I Corporation, Capstone Capital of Pennsylvania,
      Inc., and HRT Holdings, Inc., and Emeritus Corporation, recorded at Instrument
      No. 200306275 in the Office of the Recorder of Deeds for Columbia County,
      Pennsylvania, (ii) the Assignment of Rents and Leases, dated April 28, 2003
      and
      effective May 1, 2003, by and between HR Acquisition I Corporation, Capstone
      Capital of Pennsylvania, Inc., and HRT Holdings, Inc., and Emeritus Corporation,
      recorded at Book 697, Page 2657 in the Office of the Recorder of Deeds for
      Cumberland County, Pennsylvania, (iii) the Assignment of Rents and Leases,
      dated
      April 28, 2003 and effective May 1, 2003, by and between HR Acquisition I
      Corporation, Capstone Capital of Pennsylvania, Inc., and HRT Holdings, Inc.,
      and
      Emeritus Corporation, recorded at Record Book 4921, Page 128 in the Office
      of
      the Recorder of Deeds for Dauphin County, Pennsylvania, (iv) the Assignment
      of
      Rents and Leases, dated as of May 1, 2003, by and between HR Acquisition I
      Corporation, Capstone Capital of Pennsylvania, Inc., and HRT Holdings, Inc.,
      and
      Emeritus Corporation, recorded at Mortgage No. 200317549 in the Office of the
      Recorder for Portage County, Ohio, (v) the Assignment of Rents and Leases,
      dated
      as of May 1, 2003, by and between HR Acquisition I Corporation, Capstone Capital
      of Pennsylvania, Inc., and HRT Holdings, Inc., and Emeritus Corporation,
      recorded at Instrument No. 200311238 in the Office of the Clerk of the Circuit
      Court for Roanoke County, Virginia, (vi) the Assignment of Rents and Leases,
      dated as of May 1, 2003, by and between HR Acquisition I Corporation (f/k/a
      Capstone Capital Corporation), Capstone Capital of Pennsylvania, Inc., and
      HRT
      Holdings, Inc., and Emeritus Corporation, recorded at Book 5819, Page 2483
      in
      the Office of the Register of Deeds for Guilford County, North Carolina, and
      (vii) the Assignment of Rents and Leases, dated as of May 1, 2003, by and
      between HR Acquisition I Corporation, Capstone Capital of Pennsylvania, Inc.,
      and HRT Holdings, Inc., and Emeritus Corporation, recorded at Instrument No.
      03-2694 in the Office of the Clerk of the Circuit Court for the City of
      Danville, Virginia;





and
      as
      otherwise amended, modified, extended or assigned.





Loyalton
          at Harrisonburg
 Harrisonburg,
          Rockingham County, Virginia