**SIXTH
      AMENDMENT TO AMENDED AND RESTATED MASTER LEASE**






THIS
      SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is dated
      as of March ___, 2007 (the “Effective Date”), and is among
      HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCP”), HCPI
      TRUST, a Maryland real estate trust (“HCP Trust”), EMERITUS REALTY V, LLC, a
      Delaware limited liability company (“ER-V”), ESC-LA
      CASA GRANDE, LLC, a Delaware limited liability company (“La
      Casa Grande”) and TEXAS HCP HOLDING, L.P., a Delaware limited partnership
      (“Texas HCP,” and together with HCP, HCP Trust, ER-V and La Casa Grande,
“Lessor”), on the one hand, and EMERITUS CORPORATION, a Washington corporation
      (“Emeritus”), ESC III, L.P., a Washington limited partnership d/b/a TEXAS-ESC
      III, L.P. (“Texas ESC”), EMERITUS
      PROPERTIES II, INC. ,
      a
      Washington corporation (“Emeritus II”), EMERITUS
      PROPERTIES III, INC. ,
      a
      Washington corporation (“Emeritus III”), EMERITUS
      PROPERTIES V, INC .,
      a
      Washington corporation (“Emeritus V”), EMERITUS
      PROPERTIES XIV, LLC ,
      a
      Washington limited liability company (“Emeritus XIV”), ESC-BOZEMAN,
      LLC ,
      a
      Washington limited liability company (“ESC Bozeman”) and ESC-NEW
      PORT RICHEY, LLC ,
      a
      Washington limited liability company (“ESC New Port Richey”) (collectively and
      jointly and severally, as “Lessee”), on
      the
      other hand, with respect to the following:




***RECITALS***




A.  Lessor
      is
      the current “Lessor” and Lessee is the current “Lessee” pursuant to that certain
      Amended and Restated Master Lease dated as of September 18, 2002 (the “Original
      Master Lease”), as amended by that certain First Amendment to Amended and
      Restated Master Lease dated August 31, 2003 (the “First Amendment”), that
      certain Second Amendment to Amended and Restated Master Lease dated January
      26,
      2004 (the “Second Amendment”), that certain Third Amendment to Amended and
      Restated Master Lease dated April 22, 2004 (the “Third Amendment”), that certain
      Fourth Amendment to Amended and Restated Master Lease dated July 30, 2004 (the
      “Fourth Amendment”), and that certain Fifth Amendment to Amended and Restated
      Master Lease dated December 13, 2005 (the “Fifth Amendment,” and together with
      the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and
      Fifth Amendment and the Original Master Lease, the “Master Lease”), covering the
      Leased Property of thirty-five (35) separate Alzheimer’s care, congregate care,
      assisted-living and/or skilled nursing care Facilities, all as more particularly
      described in the Master Lease. All capitalized terms used in this Amendment
      and
      not defined or modified herein shall have the meanings assigned to such terms
      in
      the Master Lease.




B.  The
      obligations of Lessee under the Lease are guaranteed pursuant to that certain
      Guaranty of Obligations dated as of July 28, 2004 (as amended and reaffirmed
      from time to time, the “Guaranty”), executed by Daniel R. Baty, an individual
      (“Guarantor”), in favor of Lessor, as “Owner.”




C.  Upon
      and
      subject to the terms of that certain Purchase and Sale Agreement and Joint
      Escrow Instructions dated as of March __, 2007 (as the same may be amended
      or
      modified from time to time in accordance with the terms thereof, the “SC
      Purchase Agreement”), between HCP Trust, as “Seller,” and Emeritus, as “Buyer,”
HCP Trust has agreed to sell to Emeritus and Emeritus has agreed to buy from
      HCP
      Trust, the Leased Property of the Easley, SC







(Countryside)
      Facility, the Easley, SC (Summit Place) Facility and the Spartanburg, SC
      Facility (collectively, the “SC Purchased Facilities,” and each a “SC Purchased
      Facility”).




D.  In
      connection with the “Closing” of the transactions contemplated by the SC
      Purchase Agreement, and as a condition thereto, Lessor and Lessee desire to
      amend the Master Lease (i) to remove from the Leased Property thereof the Land,
      Leased Improvements, Related Rights, Fixtures, and Lessor’s Personal Property
      relating to each of the SC Purchased Facilities, (ii) to terminate the Lease
      with respect thereto (but not the Leased Property of any other Facility) and
      (iii) to amend the Master Lease in certain other particulars, all as more
      particularly set forth herein.




***AMENDMENT***




NOW,
      THEREFORE, in consideration of the foregoing and other good and valuable
      consideration, receipt of which is hereby acknowledged, the parties hereto
      hereby agree as follows:




1.  Amendment
      and Termination With Respect to the SC Purchased Facilities .
      As of
      the Effective Date, the Master Lease is hereby amended to remove all references
      to the SC Purchased Facilities, and each of them, and the Master Lease shall
      be
      terminated with respect to the Leased Property of each of the SC Purchased
      Facilities. The provisions of Section 5.2 of the Original Master Lease shall
      apply with respect to such termination of the Lease with respect to each of
      the
      SC Purchased Facilities. Notwithstanding the foregoing, the following
      obligations of Lessee under the Master Lease, shall be preserved and continue
      subsequent to the Effective Date:




(a)  Lessee
      shall remain responsible for and shall indemnify and hold Lessor harmless from
      and against any and all claims, liabilities, damages, actions and causes of
      action, costs and expenses, including reasonable attorneys’ fees, for which
      Lessee is responsible pursuant to the Master Lease with respect to the SC
      Purchased Facilities, and each of them, and which accrue or have accrued before
      the Effective Date; and




(b)  Lessee
      shall remain responsible for all obligations of the “Lessee” under the Master
      Lease which accrue or have accrued before the Effective Date until full and
      complete payment and/or performance of the same, including payment of all Rent
      with respect to the SC Purchased Facilities through the Effective
      Date.




2.  Cash
      Security Deposit .
      Lessor
      and Lessee acknowledge that as of February 1, 2007, Lessee had on deposit with
      Lessor pursuant to Article XXI of the Original Master Lease a Cash Security
      Deposit in the approximate amount of $5,554,524, of which approximately
      $1,401,195 was allocable to the SC Purchased Properties. In addition, as of
      February 22, 2007, the accrued and unpaid interest on such Cash Security Deposit
      was approximately $1,925,637. Notwithstanding anything to the contrary in
      Article XXI of the Original Master Lease, as amended to date, Lessor and Lessee
      agree as follows:




(a)  Upon
      the
      Closing under the SC Purchase Agreement, Lessee shall be entitled to cause
      Lessor to apply all or a portion of the sum of the following to the purchase
      price payable under the SC Purchase Agreement: (i) that portion of the Cash
      Security Deposit allocable to the SC Properties, plus (ii) all accrued and
      unpaid interest on the entire Cash Security




**2**


Deposit
      as of the Closing Date, plus (iii) up to an additional $1,158,000.00 of the
      Cash
      Security Deposit.




(b)  The
      amount of such additional portion of the current Cash Security Deposit which
      Lessee elects to apply towards the purchase price payable under the SC Purchase
      Agreement pursuant to clause (iii) of subsection (a) above and the SC Purchase
      Agreement shall be referred to herein as the “Security Amount Deficit.”
Commencing on the first (1 st )
      day of
      the first full calendar month following the Closing under the SC Purchase
      Agreement, and on or before the first (1 st )
      day of
      each calendar month thereafter, Lessee shall replenish the Security Amount
      Deficit by either depositing with Lessor one or more letters of credit or cash
      pursuant to Article XXI of the Original Master Lease in amount not less than
      $20,000 per month until the Security Amount Deficit is fully restored and Lessee
      has on deposit with Lessor either one or more letters of credit or a Cash
      Security Deposit in aggregate amount equal to the applicable Letter of Credit
      Amount for each Facility remaining subject to the terms of the Master Lease,
      as
      hereby amended. Lessor and Lessee acknowledge and agree that Lessee shall not
      be
      entitled to receive any accrued interest payable on any portion of the Cash
      Security Deposit pursuant to Article XXI of the Original Master Lease, as
      amended, until such time as the Security Amount Deficit is fully restored and
      Lessee has on deposit with Lessor either one or more letters of credit or a
      Cash
      Security Deposit in aggregate amount equal to the applicable Letter of Credit
      Amount for each Facility remaining subject to the terms of the Master Lease,
      as
      hereby amended, and all such accrued interest otherwise payable under the Master
      Lease on such Cash Security Deposit shall be retained by Lessor as part of
      the
      Cash Security Deposit.






(c)  From
      and
      after the Effective Date, the phrase “at an annual rate equal to nine percent
      (9%)” appearing in Section 21.5 of the Original Master Lease shall be amended to
      read “at an annual rate equal to the
      Federal Funds Target Rate in effect from time to time.” For purposes of such
      Section 21.5 of the Original Master Lease, as hereby amended, “Federal Funds
      Target Rate” shall mean the applicable “target rate” or “intended federal funds
      rate” as announced from time to time by the Federal Open Markets Committee (or
      any successor thereto) (the “FOMC”) for overnight federal fund loans between
      depository institutions that are members of the Federal Reserve System of the
      United States, or if such “target rate” or “intended federal funds rate” ceases
      to be established or announced by the FOMC, such other comparable rate as
      reasonably selected by Lessor.




3.  Financial
      Statements .




(a) In
      lieu
      of the financial reporting requirements set forth in Section 25.1.2(c) of the
      Original Master Lease, from and after the Effective Date of this Amendment,
      Lessee shall furnish to Lessor within forty-five (45) days after the end of
      each
      month from and after the Effective Date of this Amendment, all unaudited monthly
      financial reports for each Facility that Lessee produces for reporting purposes
      and detailed statements of income and detailed operational statistics regarding
      occupancy rates, patient and resident mix and patient and resident rates by
      type
      for each such Facility for each calendar month. Lessee agrees to provide updated
      unaudited Facility financial reports within (60) days of each calendar
      quarter-end and within (90) days of each year-end should any adjustments impact
      any Facility.




**3**


(b)  A
      new
      Section 25.3 is hereby added to the Original Master Lease to read in its
      entirety as follows:




“25.3  Lessee’s
      Submission of Certificates/Statements in Electronic Format .
      Lessee
      shall be obligated to furnish Lessor with all certificates and statements
      required under this Article XXV by (i) delivery of printed copies of the same
      to
      Lessor at its address set forth in Article XXXIII below or any other address
      that Lessor may from time to time designate in writing and (ii) electronic
      delivery of the same to Lessor in Microsoft® Office Excel format (or such other
      format as Lessor may from time to time reasonably require) at any electronic
      mail address that Lessor may from time to time designate in
      writing.”




4.  Representations
      and Warranties of Lessee .
      As of
      the Effective Date hereof, each Lessee represents and warrants to the Lessor
      as
      follows:




(a)  Lessee
      is
      duly organized and validly existing under the laws of its state of
      organization/formation, is qualified to do business and in good standing in
      the
      State and has full power, authority and legal right to execute and deliver
      this
      Amendment and to perform and observe the provisions of this Amendment to be
      observed and/or performed by Lessee.




(b)  This
      Amendment has been duly authorized, executed and delivered by Lessee, and
      constitutes and will constitute the valid and binding obligations of Lessee
      enforceable against Lessee in accordance with its terms, except as such
      enforceability may be limited by creditors rights, laws and general principles
      of equity.




(c)  Lessee
      is
      solvent, has timely and accurately filed all tax returns required to be filed
      by
      Lessee, and is not in default in the payment of any taxes levied or assessed
      against Lessee 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 Lessee’s condition, financial or otherwise, or
      Lessee’s prospects or the Leased Property.




(d)  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 Amendment, or for the performance by or the validity or
      enforceability of this Amendment against Lessee.




(e)  The
      execution and delivery of this Amendment and compliance with the provisions
      hereof will not result in (i) a breach or violation of (A) any Legal Requirement
      applicable to Lessee or any Facility now in effect; (B) the organizational
      or
      charter documents of such party; (C) any judgment, order or decree of any
      governmental authority binding upon Lessee; or (D) any agreement or instrument
      to which Lessee is a counterparty or by which it is bound; or (ii) the
      acceleration of any obligation of Lessee.




5.  Reaffirmation
      of Master Lease .
      Lessor
      and Lessee hereby acknowledge, agree and reaffirm that the Master Lease, as
      hereby amended, is and the parties intend the same for all purposes to be
      treated as a single, integrated and indivisible agreement and economic unit.




6.  Full
      Force and Effect; Counterparts; Facsimile Signatures .
      Except
      as hereby amended, the Master Lease shall remain in full force and effect
      (including with respect to




**4**


the
      Leased Property of the balance of the Facilities). This Amendment may be
      executed in any number of counterparts, all of which shall constitute one and
      the same instrument. Telecopied signatures may be used in place of original
      signatures on this Amendment, and Lessor and Lessee both intend to be bound
      by
      the signatures of the telecopied document.




*[Signatures
      on Next Page]*









**5**


IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed and
      attested by their respective officers, members or partners thereunto duly
      authorized.




“LESSOR”




HEALTH
      CARE PROPERTY INVESTORS, INC.,




a
      Maryland corporation









By:  /s/
      Brian
      J. Maas




Its:  Senior
      Vice President









HCPI
      TRUST,




a
      Maryland real estate trust









By:  /s/
      Brian J. Maas




Its:  Senior
      Vice President




TEXAS
      HCP
      HOLDING, L.P.,




a
      Delaware limited partnership









By:  Texas
      HCP
      G.P., Inc.,




a
      Delaware corporation,




its
      general partner




By:
      /s/
      Brian J. Maas




Its:
      Senior Vice President




EMERITUS
      REALTY V, LLC,




a
      Delaware limited liability company









By:  Health
      Care Property Investors, Inc.,




a
      Maryland corporation,




its
      sole
      member




By:
      /s/
      Brian J. Maas




Its:
      Senior Vice President




ESC-LA
      CASA GRANDE, LLC, a




a
      Delaware limited liability company




By:  Health
      Care Property Investors, Inc.,




a
      Maryland corporation,




its
      sole
      member




By:
      / s/
      Brian J. Maas




Its:
      Senior Vice President




**S-1**


“LESSEE”





EMERITUS
      CORPORATION,


a
      Washington corporation





By:  /s/
      Eric
      Mendelsohn


Its:  Director
      of Real Estate and Legal Affairs





ESC
      III,
      L.P.,




a
      Washington limited partnership




d.b.a.
      Texas - ESC III, L.P.




By:  ESC
      G.P.
      II, Inc.,




a
      Washington corporation,




its
      general partner




By:
      /s/
      Eric Mendelsohn


Its:
      Director of Real Estate and Legal Affairs





EMERITUS
      PROPERTIES II, INC .,
      a
      Washington corporation




By:  /s/
      Eric
      Mendelsohn


Its:  Director
      of Real Estate and Legal Affairs





EMERITUS
      PROPERTIES III, INC. ,
      a
      Washington corporation




By:  /s/
      Eric
      Mendelsohn


Its:  Director
      of Real Estate and Legal Affairs





EMERITUS
      PROPERTIES V, INC .,
      a
      Washington corporation




By:  /s/
      Eric
      Mendelsohn


Its:  Director
      of Real Estate and Legal Affairs





EMERITUS
      PROPERTIES XIV, LLC ,
      a
      Washington limited liability company




By:
            EMERITUS
                CORPORATION,


a
      Washington corporation





By:
      /s/
      Eric Mendelsohn


Its:
      Director of Real Estate and Legal Affairs





**S-2**


ESC-BOZEMAN,
      LLC ,
      a
      Washington limited liability company




By:
            EMERITUS
                CORPORATION,


a
      Washington corporation





By:
      /s/
      Eric Mendelsohn


Its:  Director
      of Real Estate and Legal Affairs







ESC-NEW
      PORT RICHEY, LLC ,
      a
      Washington limited liability company




By:
            EMERITUS
                CORPORATION,


a
      Washington corporation





By:
      /s/
      Eric Mendelsohn


Its:  Director
      of Real Estate and Legal Affairs














**S-3**


**CONSENT,
      REAFFIRMATION AND AGREEMENT OF GUARANTOR**




The
      undersigned Guarantor hereby (i) reaffirms all of its obligations under the
      Guaranty, (ii) consents to the foregoing Amendment, and (iii) agrees that the
      Guaranty as hereby reaffirmed, and shall extend to the Master Lease, as so
      amended.









/s/
      Daniel R. Baty


Daniel
      R.
      Baty, an individual





**S-4**