**AGREEMENT
      AND GENERAL RELEASE**





Emeritus
      Corporation ("Emeritus") and Gary Becker, his heirs, executors, administrators,
      successors, and assigns (collectively referred to throughout this Agreement
      as
“Becker”), agree that:





1.  **Resignation
      as Officer** .
      Becker
      hereby resigns as an officer of Emeritus and Emeritus accepts Becker's
      resignation effective May 1, 2007 (“Resignation Date”).





2.  **Consideration** .
      In
      consideration for signing this Agreement and General Release ("Agreement")
      and
      compliance with the promises made herein, Emeritus agrees, subject to the change
      of control provisions in Paragraph 2(g):





(a)
      to
      pay Becker's salary at its current rate ($241,500 per year) and to keep Becker
      and his spouse on the Executive benefit plan for a two-year period commencing
      on
      the Resignation Date (the “Separation Period”) in addition commencing May 1,
      2009 to pay Becker an annual salary of $144,900 equal to 60% of base annual
      salary at time of retirement through April 30, 2010;





(b)
      to
      pay Becker’s continued insurance coverage under COBRA for 18 months, following
      the end of the Separation Period. At the end of the COBRA period, Emeritus
      will
      pay a one-time cash payment to cover medical premiums on an individual plan
      for
      Becker and his spouse until Becker reaches the age of 65;





(c)
      to
      pay a pro-rated bonus earned (if any) under the Executive Bonus plan for 2007
      for 1st quarter achievements; even if said bonus would not be deemed earned
      under the terms of the Executive Bonus plan, if other executives receive bonuses
      under the 2007 Executive Bonus plan, Becker will be entitled to an appropriate
      discretionary pro-rata bonus;





(d)
      to
      maintain Becker’s participation in the Top Hat plan through end of Separation
      Period including any mandatory company matching contributions;





(e)
      to
      permit Becker's outstanding stock options to continue to vest during the
      Separation Period. Becker shall have ninety (90) days following the end of
      the
      Separation Period to exercise said options;





(f)
      that
      Becker may maintain his long term disability insurance policy with Becker
      responsible for the premiums as of June 1, 2007;





(g)
      in
      the event of a change of control as defined in the Company’s 2006 Stock Option
      Plan, Emeritus will have the option of calculating an equivalent lump sum amount
      to cover any remaining financial obligations set forth in Paragraphs 2(a) -
      (h)
      and paying said lump sum to Becker;








(h)
      to
      give Becker the option, upon next annual renewal of company-provided life
      insurance, to convert to an individual policy with Becker responsible for
      premiums;





(i)
      to
      provide and pay for legal counsel in the event Becker is named as an individual
      defendant in any lawsuits in the future filed by any third party that arise
      out
      of Becker’s work on behalf of Emeritus:





(j)
      to
      allow Becker to keep computer and cell phone and transferring cell phone to
      Becker’s personal account.








3.  **No
      Consideration Absent Execution of this Agreement** .
      Becker
      understands and agrees that he would not receive the monies and/or benefits
      specified in paragraph “2” above, except for his execution of this Agreement and
      the fulfillment of the promises contained herein.




4.  **Revocation** .
      Becker
      may revoke this Agreement for a period of seven (7) calendar days following
      the
      day he executes this Agreement. Any revocation within this period must be
      submitted, in writing, to Dan Baty and state, "I hereby revoke my acceptance
      of
      our Agreement." The revocation must be personally delivered to Dan Baty or
      his
      designee, or mailed to Dan Baty and postmarked within seven (7) calendar days
      of
      execution of this Agreement. This Agreement shall not become effective or
      enforceable until the revocation period has expired. If the last day of the
      revocation period is a Saturday, Sunday, or legal holiday in the state in which
      Becker was employed at the time of his last day of employment, then the
      revocation period shall not expire until the next following day which is not
      a
      Saturday, Sunday, or legal holiday.





5.  **General
      Release of Claims** **.** Becker
      knowingly and voluntarily releases and forever discharges Emeritus, its
      affiliates, subsidiaries, divisions, successors and assigns and the current
      and
      former employees, officers, directors, members, managers and agents thereof
      (collectively referred to throughout the remainder of this Agreement as
“Employer”), of and from any and all claims, known and unknown, Becker has or
      may have against Employer as of the date of execution of this Agreement,
      including, but not limited to, any alleged violation of:





·
            Title
                VII of the Civil Rights Act of 1964, as
                amended;





·
            The
                Civil Rights Act of 1991;





·
            Sections
                1981 through 1988 of Title 42 of the United States Code, as
                amended;





·
            The
                Employee Retirement Income Security Act of 1974, as amended
                ("ERISA");





·
            The
                Immigration Reform and Control Act, as
                amended;








·
            The
                Americans with Disabilities Act of 1990, as
                amended;





·
            The
                Age Discrimination in Employment Act of 1967, as
                amended;





·
            The
                Workers Adjustment and Retraining Notification Act, as
                amended;





·
            The
                Occupational Safety and Health Act, as
                amended;





·
            Washington
                Law Against Discrimination in Employment - Wash. Rev. Code Ch. 49.60.010
                et seq.





·
            Washington
                State Civil Rights Act -Wash.
                Rev. Code§49.60.400





·
            Washington
                Statutory Provisions Against Retaliation/Discrimination for Filing
                a
                Workers’ Compensation Claim - Wash. Rev. Code
                §51.48.025





·
            Washington
                Age Discrimination Law - Wash. Rev. Code Title 49,
                §49.44.090





·
            Washington
                Sex Discrimination Law - Wash. Rev. Code Ch. 49.12,
                §200





·
            Washington
                Equal Pay Law - Wash. Rev. Code Title 49,
                §49.12.175





·
            Washington
                Family Leave Act - Wash. Rev. Code §49.78.005 et seq. and §49.78.010 et
                seq.





·
            Washington
                Wage Payment and Work Hour Laws





·
            The
                Washington Industrial Safety and Health Act - Wash. Rev. Code Ch.
                49.17





·
            Arizona
                Civil Rights Act - Ariz. Rev. Stat. §41-1401 et seq.





·
            Arizona
                AIDS Testing and Confidentiality Act -Ariz.
                Rev. Stat. Art. 4, Tit. 36, §36-661, 664-668





·
            Arizona
                Equal Pay Law - Ariz. Rev. Stat. Art. 6.1, Ch. 2, Tit. 23, §23-340 et
                seq.





·
            Arizona
                Genetic Testing Laws - Title 12, Ch. 19, Art. 1,Ariz.
                Rev. Stat. §12-2801 and Title 20, Art. 6, Ariz. Rev. Stat.
                §20-448.02





·
            Arizona
                Employment Protections Act - Title 23, Ch. 9, Art. 1,Ariz.
                Rev. Stat. §23-1501





·
            Arizona
                Constructive Discharge Law - Title 23, Ch. 9, Art. 1,Ariz.
                Rev. Stat. §23-1502








·
            Arizona
                Wage Payment and Work Hour Laws





·
            Arizona
                Occupational Safety and Health Act, as
                amended





·
            Arizona
                Political Activities of Employees Law - Ariz. Rev. Stat. §16-1012 et seq.





·
            Arizona
                Drug Testing Law - Ariz. Rev. Stat.
§23-493





·
            Any
                allegation for costs, fees, or other expenses including attorneys’ fees
                incurred in these matters.








7. **Affirmations** .
      (a)
      Becker affirms that he has not filed, caused to be filed, or presently is a
      party to any claim, complaint, or action against Employer in any forum or form.





(b)
      Becker further affirms that he has been paid and/or has received all leave
      (paid
      or unpaid), vacation and floating holiday pay, compensation, wages, bonuses,
      commissions, and/or benefits (including any monies to which he is entitled
      in
      his section 401(k) plan) to which he may be entitled and that no other leave
      (paid or unpaid), vacation and floating holiday pay, compensation, wages,
      bonuses, commissions and/or benefits (including any monies to which he is
      entitled in his section 401(k) plan) are due to him, except (1) any already
      vested benefit under ERISA, and (2) as provided in this Agreement.





(c)
      Becker furthermore affirms that he has no known workplace injuries or
      occupational diseases and has been provided and/or has not been denied any
      leave
      requested under the Family and Medical Leave Act.





(d)
      Becker affirms that he has returned any and all of Employer's property in his
      possession or control.





(e)
      Becker further affirms that Becker has not been retaliated against for reporting
      any allegations of wrongdoing by Employer or its officers, including any
      allegations of corporate fraud. Both Parties acknowledge that this Agreement
      does not limit either party’s right, where applicable, to file or participate in
      an investigative proceeding of any federal, state or local governmental agency.
      To the extent permitted by law, Becker agrees that if such an administrative
      claim is made, Becker shall not be entitled to recover any individual monetary
      relief or other individual remedies.





**** 8 **.** **Confidentiality** **.** Becker
      agrees not to disclose any information regarding the existence or substance
      of
      this Agreement, except to his spouse, tax advisor, and an attorney with whom
      Becker chooses to consult regarding his consideration of this Agreement.
      Employer also affirms he has not divulged any proprietary or confidential
      information of Employer and will not divulge such information at anytime
      hereafter.







9.  **Non-disparagment.** The
      parties hereto agree they have not made and will not make any statements
      disparaging each other. Becker specifically agrees not to speak with the press
      or media about Employer in a disparaging or negative manner.





**** 10. **** **Governing
      Law and Interpretation** **.** This
      Agreement shall be governed and conformed in accordance with the laws of
      Washington without regard to its conflict of laws provision. In the event the
      Becker breaches any provision of this Agreement, Becker and Employer affirm
      that
      either may institute an action to specifically enforce any term or terms of
      this
      Agreement. Should any provision of this Agreement be declared illegal or
      unenforceable by any court of competent jurisdiction and cannot be modified
      to
      be enforceable, excluding the general release language, such provision shall
      immediately become null and void, leaving the remainder of this Agreement in
      full force and effect. ****




11. **Nonadmission
      of Wrongdoing** **.** The
      parties agree that neither this Agreement nor the furnishing of the
      consideration for this Release shall be deemed or construed at anytime for
      any
      purpose as an admission by either party of any liability or unlawful conduct
      of
      any kind.




**** 12. **Amendment** **.** This
      Agreement may not be modified, altered or changed except upon express written
      consent of both parties wherein specific reference is made to this
      Agreement.




**** 13. **** **Entire
      Agreement** **.** This
      Agreement sets forth the entire agreement between the parties hereto, and fully
      supersedes any prior agreements or understandings between the parties, with
      the
      sole exception of the Emeritus Confidentiality Policy. Becker acknowledges
      that
      he has not relied on any representations, promises, or agreements of any kind
      made to him in connection with his decision to accept this Agreement, except
      for
      those set forth in this Agreement.







**BECKER
      HAS BEEN ADVISED THAT HE HAS AT LEAST TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER
      THIS AGREEMENT AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY
      PRIOR
      TO EXECUTION OF THIS AGREEMENT.**





**BECKER
      AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT
      DO
      NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY
      CONSIDERATION PERIOD.**








**HAVING
      ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO RECEIVE THE
      SUMS AND BENEFITS IN PARAGRAPH “2” ABOVE, BECKER FREELY AND KNOWINGLY, AND AFTER
      DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE,**





**SETTLE
      AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST
      EMPLOYER.**








IN
      WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
      Agreement as of the date set forth below:







**Emeritus
        Corporation**








__/s/
      Gary Becker___________


Gary
      Becker


Date:04/07/07








By:/s/
      Daniel R. Baty


Daniel
      R.
      Baty


Chief
      Executive Officer


Date:04/13/07