URBANA



                        CONTRACT FOR SALE OF REAL ESTATE


     THIS  CONTRACT of sale made this 27th day of March, 2002 by and between HRT
of  Illinois,  Inc.,  a  Delaware  corporation, hereinafter called "Seller", and
Emeritus  Corporation,  hereinafter  called  "Buyer".

     WHEREAS,  Seller  desires  to  sell  and Buyer desires to purchase the real
property  more  particularly described on Exhibit "A" attached hereto and made a
part  hereof  (the  "Property');  and

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  terms and
conditions  hereinafter  recited,  Seller  shall  sell the Property and Buyer or
Buyer's  designee  shall  purchase  the  Property  as  follows:

     1.     Seller  shall sell and tender to Buyer or Buyer's designee a limited
warranty  deed  for  the  Property  in  the  form  attached hereto as Exhibit B.

     2.     Buyer  shall pay or cause to be paid to Seller in good funds the sum
of  $7,799,558.00  for  the  purchase  of  the  Property.

     3.     Adjustments  to  be  made  at  time  of  closing:

          (i)  If  and  to  the extent that as of the Closing Date taxes for the
period  prior  to October 1, 2000 remain due and owing the same shall be paid by
Seller and all other taxes for the period subsequent to October 1, 2000 shall be
paid  by Buyer.  Rent due under the existing Lease dated September, 2000 between
Seller,  as Landlord, and Buyer, as Tenant (the "Lease") shall be prorated as of
the  date  of  Closing.

          (ii)  Sale  to  be closed on or before twenty (20) business days after
satisfaction  of  all  conditions  to  Seller's  obligations to sell and Buyer's
obligations  to purchase the Property but in no event later than March 29, 2002.

     4.     Conveyance  to  be  subject to existing building restrictions and/or
zoning  ordinances  and easements aforesaid and, except as otherwise provided in
Paragraph  6,  all  other  matters  of  record.

     5.     Title  Insurance  provided  by  Seller:  None

     6.     Buyer  may  review  title  to  the  Property.  Seller  shall have no
obligation  to  cure  title  objections other than liens of any mortgage held or
granted  by  Seller  or  its  assigns,  any  leases  entered  into  by Seller or
predecessors  in  interest  with  any  party, including Buyer and any options to
purchase  the  Property granted by Seller or its predecessors in interest to any
party,  including  Buyer, which Seller shall cause to be released at the closing
by  execution  and  delivery  of  any  and  all  necessary  release  documents
(collectively,  the  "Release").  Seller further agrees to remove any exceptions
or encumbrances to title which are created by, under or through Seller after the
date of this Contract without Buyer's consent.  Any other title objections Buyer
may cure at its sole cost and expense.  Buyer may terminate this Contract if the
title  materially  affects  Buyer's  or  Buyer's  designee's intended use of the
Property.

     7.     At  the  closing,  Seller  shall furnish and deliver for delivery to
Buyer  and/or  Buyer's designee, the deed, the lease termination with respect to
the  Lease (the "Lease Termination Agreement"), a bill of sale, a certificate of
non-foreign  status,  a  closing statement, the Release and such other documents
and  instruments  as  are customary in the jurisdiction in which the Property is
located  to  vest  in  Buyer  fee  simple  title to the Property and release all
security  interests and rights of Seller and any third party other than Buyer to
enable  Buyer  to  secure extended coverage title insurance policies at Closing,
each  in  form  and  substance  reasonably  acceptable  to  Buyer and/or Buyer's
designee  and  each  duly  executed  and  acknowledged  by  Seller.

     8.     At  the  closing,  Buyer  shall  furnish  and deliver or cause to be
furnished  and  delivered  for  delivery  to  Seller:

     a.     Cash,  wired funds or cashier's check payable to the order of Seller
representing  the  cash  portion  of  the  Purchase  Price.

     b.     Such  instruments as are necessary, or reasonably required by Seller
to  evidence  the  authority  of  Buyer  to  consummate  the  purchase  and sale
transaction contemplated hereby and to execute and deliver the closing documents
on  the  Buyer's  part  to  be  delivered.

     c.     A  closing  statement.

d.     The  Lease  Termination  Agreement.

e.     Additionally  at Closing all rents due shall be prorated and all security
deposits  and  tax impounds held by Seller or HR Acquisition I Corporation shall
be  returned  to  Buyer.

f.     Any  excise or transfer taxes shall be paid in accordance with applicable
law; if no such law exists, in accordance with the custom of the state or county
where  the  Property  is  located.

     9.     Seller  shall  be  deemed  to  be  in  default  hereunder  upon  the
occurrence  of  the  following  events:  (i)  any  of  Seller's  warranties  or
representations,  if  any,  set  forth  herein  shall  be untrue when made or at
closing;  or  (ii)  Seller  shall  fail  to  meet,  comply  with, or perform any
covenant,  agreement  or  obligation on its part required within the time limits
and  in  the  manner  required  in  this  Contract.

     10.     Seller  represents  to  Buyer  the  following:

          a.     Seller  is  a  Maryland  corporation,  duly  organized, validly
existing  and  in good standing under the laws of the State of Maryland.  Seller
has  all  requisite  corporate  power  and  authority  to  own  and  operate its
properties  and  to carry on its business as now conducted and as proposed to be
conducted  and  to  enter  into and carry out the terms of this Contract and any
documents  executed  in  furtherance  hereof.

          b.     Seller  is duly authorized to make and enter into this Contract
and  to carry out the transactions contemplated herein and is duly authorized to
make  and enter into any other documents executed in furtherance hereof to which
it is or will be a party and to carry out the transactions contemplated therein.
This  Contract  has been duly executed and delivered by Seller and is the legal,
valid  and binding obligation of Seller enforceable against Seller in accordance
with  its  terms,  except  as  such  enforceability may be limited by applicable
creditors  rights  laws  and  general  principles  of  equity.  All of the other
documents  to  which  Seller  is  or  will  be  a party have been, or will be by
Closing,  duly  executed  and  delivered  by  Seller, and each is, or will be by
Closing,  a  legal,  valid and binding obligation of Seller, enforceable against
Seller  in  accordance  with  its  terms,  except  as such enforceability may be
limited  by  applicable  creditors rights laws and general principles of equity.

          c.     The  execution,  delivery  and performance of this Contract and
any  other  documents executed in furtherance hereof to which it is or will be a
party  and  the  consummation  of the transaction thereby contemplated shall not
result  in  any  breach  of,  or  constitute  a  default under, or result in the
acceleration  of, or constitute an event which, with the giving of notice or the
passage  of  time,  or  both,  could  result  in  default or acceleration of any
obligations  of  Seller  under  any  permit,  contract,  mortgage,  lien, lease,
agreement,  instrument,  franchise,  arbitration  award, judgement, decree, bank
loan or credit agreement, trust indenture or other instrument to which Seller is
a  party  or  by  which  Seller  may  be  bound  or  affected.

          d.     Except  for such regulatory approvals, consents and filings, if
any,  which  Buyer  is  required to secure in connection with its acquisition of
title  to the Property under any licensure or other health care law to which the
Property  may  be subject (as to which Seller makes no representation and has no
knowledge)  (the  "Health  Care  Approvals"),  no  consent  or approval or other
authorization of, or exemption by, or declaration or filing with, any person and
no  waiver  of any right by any person is required to authorize or permit, or is
otherwise  required as a condition of the execution, delivery and performance of
Seller's  obligations  under  the  Contract  and any other documents executed in
furtherance  hereof  to  which  it  is  or  will  be  a  party.

          e.     The Seller is not a "foreign person" as that term is defined in
the  Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
promulgated  pursuant  thereto.

          f.     To Seller's actual knowledge, all copies of documents furnished
or  to  be  furnished  to the Buyer by the Seller or on its behalf in connection
with  this  Contract and the proposed purchase and sale of the Property are true
and  complete  copies  of  the  originals.

          g.     Other  than  the  Lease  and  as  set  forth  in documents duly
recorded  in  the  public  records of the jurisdictions in which the Property is
located,  Seller  has  not  entered  into  and  will  not  enter  into any other
agreements  granting any person a right or interest in the Property.  Seller has
not  obligated and will not obligate itself in any manner whatsoever to sell the
Property  or  any  portion  thereof  to  any  party  other than Buyer or Buyer's
designee.

          h.     There  is  no  claim, litigation, or proceeding pending against
Seller  with  respect  to  which  Seller  has  been  served  notice  (except for
mechanics'  liens  and  other  litigation,  claims  or  proceedings  arising  or
occurring  as  a result of the actions or inactions of  Buyer, its affiliates or
any  Person  acting  by,  through or under them), or, to Seller's current actual
knowledge,  threatened  against  Seller,  which  could  prevent  or  hinder  the
consummation  of  the transactions contemplated hereby or call into question the
validity  of any of the Contract and any other documents executed in furtherance
hereof  to  which it is or will be a party or any action taken or to be taken in
connection with the transactions contemplated thereunder or which relates to the
Property  or  the  transactions  contemplated  by  this  Contract.

          i.     Seller  has  received  no  written  notice  of any condemnation
proceedings  relating  to  the  Property.

          j.     Except  as  set forth on Schedule 1 attached hereto, Seller has
not received written notice, nor does Seller otherwise have actual knowledge, of
any  uncured  violation  of  any  federal,  state,  or local law relating to the
ownership,  use  or  operation  of  the  Property.

          k.     Seller is the owner of the Property and has, or at closing will
have,  good  and  marketable  title  thereto  free  and  clear  of all liens and
encumbrances other than the encumbrances approved by Buyer pursuant to Paragraph
6.

     11.     Buyer's obligation to purchase Property hereunder is subject to the
following  conditions,  any  one  or  all  of  which  may  be  waived  by Buyer:

          (i)     The  title  insurance  company shall issue with respect to the
Property  as  of the Closing Date, an owner's policy of title insurance to Buyer
or Buyer's designee in the full amount of the purchase price (the "Owner's Title
Policy"),  with  extended  coverage  without  survey  exception  and which shall
reflect  only  those  title  exceptions  approved  by  Buyer  in accordance with
Paragraph  6  and subject to such endorsements as may be reasonably requested by
Buyer  or  Buyer's  designee.

          (ii)     Buyer  shall  have  received  an  ALTA survey of the property
showing  no  encroachments  not  acceptable to Buyer and certified to Buyer, the
title  insurance  company  and  Buyer's  designee,  if  applicable.

          (iii)     Buyer  shall  be  satisfied  in its sole discretion that the
zoning  applicable  to  the  Property  permits  the  continued  operation of the
assisted  living facility located thereon and permits the reconstruction of such
facility  without the need to secure further approval in the event of the damage
or  destruction  thereof;  provided,  however,  this  condition  shall be deemed
satisfied unless Buyer advises Seller in writing at Closing that it has not been
satisfied.

          (iv)     No  material  portion of the Property shall have been damaged
or destroyed by fire or other casualty, or shall have been taken or condemned by
any  public or quasi-public authority under the power of eminent domain.  In the
event  of  damage,  destruction  or  condemnation  notwithstanding any provision
herein  to  the  contrary, Buyer's remedies shall be limited to either (i) close
the  purchase  and  receive  the  insurance  or  condemnation  proceeds  or (ii)
terminate its obligation under this Agreement and proceed to exercise its rights
pursuant  to  the  Lease  between  Landlord  and  Buyer.

          (v) Seller shall not be in default, where said default cannot be cured
by  Closing, under any mortgage, contract, lease or other agreement affecting or
relating  to  the  Property.

          (vi)     Seller shall have performed all of its obligations under this
Agreement that are to be performed prior to or at Closing to the extent the same
have  not  been  waived  by  Buyer  in  accordance  with  the  terms  hereof.

          (vii)     Seller's  representations  and  warranties contained in this
Agreement  or  in  any certificate or document delivered in connection with this
Agreement or the transactions contemplated herein shall be true at and as of the
date  of  Closing  as though such representations and warranties were then again
made.

     12.     Except as otherwise provided herein, Buyer shall be deemed to be in
default  hereunder  if  Buyer  shall fail to deliver, at the Closing, any of the
items  specified  in  Section  8  hereof  for any reason other than a default by
                     -----------
Seller  hereunder.

     13.     In  the  event Buyer or Seller shall be in default hereunder, Buyer
and  Seller's  remedy shall be to terminate this Contract in which event neither
party  shall  have  any  further  obligations or liability hereunder, each party
waiving  all  other  rights or remedies in the event of such default.  The Lease
shall  continue  in  full  force  and  effect.

     14.     All  notices, requests and other communications under this Contract
shall  be  in  writing  and shall be either (a) delivered in person, (b) sent by
certified mail, return receipt requested, (c) delivered by a recognized delivery
service  of  (d)  sent  by  facsimile  transmission  and  addressed  as follows:

     If  intended  for  Seller:               Mr.  J.  D.  Carter  Steele
     Healthcare  Realty  Trust  Incorporated
3310  West  End  Avenue,  Suite  700
Nashville,  Tennessee  37203
Phone:  (615)  269-8175
Fax:  (615)  269-8122

     With  a  copy  to:                    John  A.  Gupton  III,  Esq.
     Baker,  Donelson,  Bearman  &  Caldwell
211  Commerce  Street,  Suite  1000
Nashville,  Tennessee  37201
Phone:  (615)  726-5600
Fax:  (615)  726-0464

     If  intended  for  Buyer:               Emeritus  Corporation
     3131  Elliott  Avenue
Suite  500
Seattle,  Washington  98121
Phone:  206/298-2909
Fax:  206/301-4500
Attn:  Raymond  Brandstrom

     With  a  copy  to:                    The  Nathanson  Group
     1520  Fourth  Avenue
Sixth  Floor
Seattle,  Washington  98101
Phone:  206/623-6239
Fax:  206/623-1738
Attn:  Randi  Nathanson

or  at  such  other  address,  and to the attention of such other person, as the
parties  shall  give  notice  as  herein  provided.  A notice, request and other
communication shall be deemed to be duly received if delivered in person or by a
recognized  delivery  service,  when left at the address of the recipient and if
sent  by  facsimile,  upon  receipt  by  the  sender  of  an  acknowledgment  or
transmission  report  generated by the machine from which the facsimile was sent
indicating  that  the  facsimile  was  sent  in  its entirety to the recipient's
facsimile  number;  provided that if a notice, request or other communication is
served by hand or is received by facsimile on a day which is not a business day,
or  after 5:00 P.M. on any business day at the addressee's location, such notice
or  communication  shall  be deemed to be duly received by the recipient at 9:00
a.m.  on  the  first  business  day  thereafter.

     15.     This  Contract  embodies  and  constitutes the entire understanding
between  the  parties  with respect to the transactions contemplated herein, and
all  prior  or  contemporaneous  agreements, understandings, representations and
statements (oral or written) related to the transactions contemplated herein are
merged  into  this Contract.  Neither this Contract nor any provision hereof may
be  waived,  modified, amended, discharged or terminated except by an instrument
in  writing  signed  by  the  party against whom the enforcement of such waiver,
modification,  amendment,  discharge  or termination is sought, and then only to
the  extent  set  forth  in  such  instrument.

     16.     THIS  CONTRACT  AND  THE  TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATES IN WHICH THE
PROPERTY  IS  LOCATED.  The  parties  agree  that jurisdiction and venue for any
litigation  arising out of this Contract shall be in the U.S. District Court for
the  Middle  District  of  Tennessee  and  accordingly,  consent  thereto.

     17.     This  Contract shall be binding upon and shall inure to the benefit
of  the  parties  hereto  and their respective heirs, executors, administrators,
legal  representatives,  successors,  and  assigns.

     18.     With  respect  to  all  provisions of this Contract, time is of the
essence.  However,  if  the first or last date of any period which is set out in
any provision of this Contract falls on a day which is not a Business Day, then,
in  such  event, the time of such period shall be extended to the next day which
is  a  Business  Day.

     19.     In  the  event  of  any  litigation  between the parties under this
Contract,  the  prevailing party shall be entitled to reasonable attorneys' fees
and  court  costs  at  all  trial  and  appellate  levels.

     THE  PROPERTY  IS SOLD BY SELLER AND ACCEPTED BY BUYER AS IS, WHERE IS, AND
WITH  ALL  FAULTS,  AND  WITHOUT  ANY  REPRESENTATIONS  OR WARRANTIES WHATSOEVER
EXPRESSED  OR IMPLIED, WRITTEN OR ORAL, EXCEPT FOR THE SPECIAL WARRANTY OF TITLE
AND  OTHER  SPECIFIC REPRESENTATIONS MADE BY SELLER AS HEREIN PROVIDED, IT BEING
THE  INTENTION  OF  SELLER  AND  BUYER  HEREUNDER  TO EXPRESSLY REVOKE, RELEASE,
NEGATE,  AND  EXCLUDE  ALL  REPRESENTATIONS  AND  WARRANTIES  INCLUDING, BUT NOT
LIMITED  TO, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO
(I)  THE  CONDITION  OF  THE  PROPERTY OR ANY ASPECT THEREOF, INCLUDING, WITHOUT
LIMITATION,  ANY  AND  ALL  EXPRESS  OR  IMPLIED  REPRESENTATIONS AND WARRANTIES
RELATED  TO  SUITABILITY  FOR  HABITATION,  MERCHANTABILITY,  OR  FITNESS  FOR A
PARTICULAR  USE  OR  PURPOSE;  (II)  THE  NATURE  OR  QUALITY  OF  CONSTRUCTION,
STRUCTURAL  DESIGN, OR ENGINEERING OF THE IMPROVEMENTS; (III) THE QUALITY OF THE
LABOR  OR  MATERIALS  INCLUDED  IN  THE  IMPROVEMENTS; (IV) THE SOIL CONDITIONS,
DRAINAGE,  TOPOGRAPHICAL  FEATURES, OR OTHER CONDITIONS OF THE PROPERTY OR WHICH
AFFECT  THE  PROPERTY;  (V)  ANY  FEATURES  OR CONDITIONS AT OR WHICH AFFECT THE
PROPERTY  WITH  RESPECT TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENTAL POTENTIAL,
CASH  FLOW,  OR  OTHERWISE;  (VI)  ALL  EXPRESS  OR  IMPLIED  REPRESENTATIONS OR
WARRANTIES  CREATED  BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION
OF  THE  PROPERTY;  (VII)  ANY  ENVIRONMENTAL,  GEOLOGICAL,  METEOROLOGICAL,
STRUCTURAL, OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW,
OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE PROPERTY OR THE LEASED PROPERTY;
AND (VIII) ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS BY SELLER
WHATSOEVER.

     The  words  "Seller"  and  "Buyer"  when  used  in  this  Contract shall be
construed as plural whenever the number of parties to this contract so requires.

     This  Contract  may  be  executed  in  counterparts,  each  of  which shall
constitute  an  original  of  this  Contract.

     HR  Acquisition  I  Corporation joins in the execution of this Contract for
the  purpose  of  confirming  its agreement to those provisions hereof which are
applicable  to  it  as  Landlord  under  the  Lease.

<PAGE>

     WITNESS  our  hands  the  27th  day  of  March,  2002.

HRT  OF  ILLINOIS,  INC.                         HR  ACQUISITION  I  CORPORATION

By:/s/   J.D.  Carter Steele                         By:/s/   J.D. Carter Steele
      J.D.  Carter  Steele                               J.D.  Carter  Steele
Its:                                   Its:  ________________________________
     Seller                                   Landlord

Seller's  Tax  ID  Number:



                                   EMERITUS  CORPORATION


                                   By:  /s/    Daniel  R.  Baty____________
                                          Daniel  R.  Baty
                                   Its:  Chief  Executive  Officer__________
                                             Buyer

                                   Buyer'  s  Tax  ID  Number: _________________

<PAGE>


                                    EXHIBIT A

                              PROPERTY DESCRIPTION
     All  those  certain tracts or parcels of land in Champaign County, State of
Illinois,  described  as  follows:

     Lot  105R  in Lot 105 replat of Eastgate Subdivision No. 1, City of Urbana,
Champaign  County,  Illinois,  as  per  plat  recorded July 14, 1997 as Document
97R16113, also being part of the South 1/2 of the North 1/2 of the Southeast 1/4
of  Section 21, Township 19 North, Range 9 East of the Third Principal Meridian,
Champaign  County,  Illinois,  also  described  as  follows:

     BEGINNING at the Northwest Corner of Lot 105 of Eastgate Subdivision No. 1,
City  of  Urbana,  Champaign County, Illinois, Recorded in Book "CC" of Plats at
Page  181 as Document No. 96R15730 in the Recorder's Office of Champaign County;
thence  South  89  Degrees, 47 Minutes, 10 Seconds East, along the north line of
said Lot 105, 326.00 feet; Thence South 00 Degrees, 20 Minutes, 35 Seconds East,
655.81  Feet;  Thence  North  89 Degrees, 47 Minutes, 10 Seconds West, along the
South  line of said Lot 105, 326.00 Feet to the southwest corner thereof; thence
North  00  Degrees, 20 Minutes, 35 Seconds West, along the West Line of said Lot
105,  655.81  Feet  to  the  point  of  BEGINNING.

Together  with  the  following  easements:

Easement  Parcel  II

Electric  Easement  described  as all that portion of a strip of land Fifty (50)
feet  of  even width situated upon parts of the following described real estate:
The  Northwest  Quarter (NW  ) of Section 22 and the Southwest Quarter (SW  ) of
the  Northeast Quarter (NE  ) of Section 22, ALSO, that portion of the Northeast
Quarter  (NE  ) of the Northeast Quarter (NE  ) of Section 21 lying North of the
N&W  RR  (said  RR  having been previously abandoned); ALL in township 19 North,
Range  9  East  of the Third Principal Meridian Champaign County, Illinois; AND,
ALSO,  all  right,  title  and interest, if any, held by Grantor at this time or
subsequently  obtained  at any future time in and to any and all portions of the
aforementioned  (abandoned)  lands or right-of-way of the N&W RR situated in the
aforedescribed  Section 21 lying adjacent to and contiguous to the Southwesterly
boundary  of  the  lands  previously  described  above.

Easement  Parcel  III

Sanitary  Sewer  Easement  described as the West 20 feet of the East 170 feet of
the  Southwest  Quarter  of  the  Southeast  Quarter  and  the South Half of the
Northwest  Quarter  of  the  Southeast Quarter of Section 21, Township 19 North,
Range  9  East  of  the Third Principal Meridian, containing 0.91 acres, more or
less,  ALSO, the South 50 feet of the Southwest Quarter of the Southeast Quarter
of  Section 21, Township 19 North, Range 9 East of the Third Principal Meridian,
except  the  East  170  feet  thereof  containing  1.52  acres,  more  or  less.

Easement  Parcel  IV

Telephone Easement described as One (1) Rod North of the North right-of-way line
of  designated  public  road  1400N  of the following described real estate; the
South  one half (S  ) of the Southeast one quarter (SE  ) and the South one half
(S  )  of  the  North  one half (N  ) of the Southeast quarter (SE  ) of Section
Twenty  One  (21)  Township  19N,  Range  9E  of the 3rd P.M., Champaign County,
Illinois.  It  is  further agreed that during installation of telephone cable or
maintenance  of,  thereafter,  Illinois  Bell  Telephone  Company will reimburse
grantor  for  all  crop  damage  caused  by  grantee.

Easement  Parcel  V

Electric Easement described as a strip of land 40 feet in width over, across and
through the South Half of the South Half of the Southeast Quarter of Section 21,
Township  19 North, Range 9 East of the Third Principal Meridian; the centerline
of  the said 40 foot strip of land is described as beginning on the East line of
the  Southeast  Quarter  of said Section 21 at a point 2 feet North of the North
right-of-way  line of Illinois Route 130; thence West parallel to the South line
of  said  Section  21  through a point of exit on the West line of the Southeast
Quarter  of  said  Section  21; together with the further grant of the right and
easement  to  extend down-guys Northerly from a pole to be located approximately
505 feet East of the said point of exit to an anchor at a distance not to exceed
70  feet  from  the  base  of  said  pole.