BILL OF SALE, BLANKET CONVEYANCE
                                 AND ASSIGNMENT
                                 BLOOMSBURG, PA
     This Bill of Sale, Blanket Conveyance and Assignment (this "Assignment") is
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executed  by  BCC at Bloomsburg, Inc., a Delaware corporation ("Tenant") and BCC
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Development  and Management Co., a Delaware corporation ("Manager", and together
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with  Tenant,  collectively,  "Assignor"),  to  and  for the benefit of Capstone
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Capital  of Pennsylvania, Inc., a Pennsylvania corporation ("HCRT Assignee") and
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Emeritus  Corporation,  a  Washington  corporation  ("Emeritus  Assignee",  and
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together  with  HCRT  Assignee,  collectively,  "Assignee").
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                                    RECITALS
     WHEREAS,  Tenant  leases  the  property  described  on Exhibit "A" attached
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hereto (the "Property") from HCRT Assignee pursuant to the Lease Agreement dated
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as  of  January  31,  1997  (as  the  same  has  been amended from time to time,
collectively,  the  "Lease");  and
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WHEREAS, Tenant operates an assisted living facility (the "Facility") located on
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the  Property,  which  Facility  is  managed  by  Manager;  and
WHEREAS,  Tenant  desires HCRT Assignee to terminate the Lease and HCRT Assignee
desires  for  Assignor to sell, assign and convey unto HCRT Assignee or Emeritus
Assignee,  as  the  case  may  be,  the  Assigned Properties (as defined below).
NOW,  THEREFORE,  in  consideration  of the foregoing and Ten and No/100 Dollars
($10.00)  and  other good and valuable consideration in hand paid by Assignee to
Assignor,  the  receipt  and  sufficiency  of  which are hereby acknowledged and
confessed  by  Assignor,  Assignor and Assignee hereby act and agree as follows:
1.     CONVEYANCE  TO HCRT ASSIGNEE.  Assignor does hereby GRANT, BARGAIN, SELL,
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CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER to and VEST in HCRT Assignee, its
successors  and  assigns,  the  following  properties  (collectively,  the "HCRT
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Assigned  Properties"),  excluding,  however, (i) the items set forth on Exhibit
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"B"  attached  hereto  (collectively,  the  "Emeritus  Assigned  Properties" and
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together  with  the  HCRT  Assigned  Properties,  collectively,  the  "Assigned
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Properties"),  which  Emeritus  Assigned  Properties  shall  be  transferred  to
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Emeritus  Assignee  in  accordance  with Section 2 below, and (ii) the items set
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forth  on  Exhibit  C  attached  hereto,  which  shall  be retained by Assignor:
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     (a)     Any  and all personal property, tangible and intangible, equipment,
appliances,  furniture, furnishings, building materials, improvements, and other
personalty  of  whatever  kind  or  character owned by Assignor, lying and being
situated  at, incidental to, appurtenant to, or associated or used in connection
with  the  ownership,  use,  operation,  repair and maintenance of the Property,
including  all  fixtures  and  other  property affixed thereto, all heating, air
conditioning,  plumbing,  lighting,  communications,  elevators  and  kitchen,
medical,  dental  or  rehabilitation  fixtures,  all  gas and electric fixtures,
appliances  and  wiring,  engines, boilers, elevators, escalators, incinerators,
motors,  dynamos,  heating and air conditioning equipment, sinks, water closets,
basins,  pipes,  electrical  systems, faucets, fire prevention and extinguishing
apparatus,  central  music  and public address systems, burglar alarms, security
systems  and  equipment, and other furnishings and decor equipment, spare parts,
materials,  and  supplies  for  the  ownership, use, operation, maintenance, and
repair  of  the  Property  or  the personal property referred to herein or both,
tools,  supplies,  and  all  other  personal  property owned by Assignor that is
located  on  or  is  used  in  connection  with  the  ownership, use, operation,
maintenance,  or  repair  of  the  Property or the personal property referred to
herein  or both, whether tangible or intangible, paving, curbing, trees, shrubs,
plants  and  other  improvements,  and  landscaping  of  every  kind  and nature
(collectively,  the  "Personalty").
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(b)     To  the  extent  assignable,  all of Assignor's rights in and to (i) all
licenses,  permits,  approvals  and  similar documents relating to the Property,
(ii)  all  plans,  drawings,  specifications,  surveys, engineering reports, and
other  technical descriptions relating to the Property, (iii) all warranties and
guaranties  (express or implied) issued in connection with or arising out of (a)
the  purchase  or  repair  of  all  fixtures,  fittings,  appliances, apparatus,
equipment,  machinery and other personal property owned by Assignor, if any, and
affixed  or  attached  to  or  placed  or  situated upon, or used or acquired in
connection  with  the Property, or (b) the construction, alteration, maintenance
and  repair  of  any  of  the improvements located on the Property, and (iv) all
other property (real, personal or mixed), owned or held by Assignor which relate
in  any  way  to the design, construction, use, leasing, maintenance, service or
operation  of  the  Property  or  the  Personalty.
     2.     CONVEYANCE  TO  EMERITUS  ASSIGNEE.  Assignor  does  hereby  GRANT,
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BARGAIN,  SELL,  CONVEY,  ASSIGN,  TRANSFER, SET OVER and DELIVER to and VEST in
Emeritus Assignee, its successors and assigns, the Emeritus Assigned Properties.
3.     REPRESENTATION  REGARDING TITLE.  Assignor hereby represents and warrants
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to  Assignee  that Assignor is the owner of all right, title and interest in and
to  the  Assigned Properties, that the Assigned Properties are free and clear of
all  liens,  charges  and  encumbrances  other  than  those  created in favor of
Assignee  and  those  created  in  favor of Town and Country Leasing, LLC and GE
Capital (previously Phoenixcor, Inc.) in connection with motor vehicle financing
and  that  Assignor  has  full  right,  power and authority to sell the Assigned
Properties  Property  and  to  make this Assignment.  Assignor shall warrant and
forever  defend  title  to  the  Property  unto  Assignee.
4.     ACKNOWLEDGMENTS  OF  ASSIGNEE.  Notwithstanding  the  warranty  as  to
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merchantable title, Assignor sells and conveys the Assigned Properties hereunder
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to  Assignee  in  its  present  condition,  AS  IS,  WHERE  IS,  AND WITHOUT ANY
REPRESENTATION  OR  WARRANTY  WHATSOEVER.
5.     COUNTERPARTS;  GOVERNING  LAW;  SUCCESSORS  AND ASSIGNS; AUTHORITY.  This
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Assignment  may  be executed in any number of counterparts, and each counterpart
hereof  shall  be deemed to be an original instrument, but all such counterparts
shall  constitute  but  one  instrument.  This Assignment shall be construed and
enforced  in  accordance  with and governed by the internal laws of the state or
commonwealth  where  the  Property  is  located.  This Assignment shall bind and
inure  to  the  benefit of Assignor and Assignee and their respective successors
and assigns.  Each of Assignor and Assignee represents and warrants to the other
that  it  is  fully  empowered  and  authorized  to  execute  and  deliver  this
Assignment,  and  the  individuals  signing  this  Assignment each represent and
warrant  that  he  or  she  is  fully  empowered  and  authorized  to  do  so.
6.     FURTHER  ASSURANCES.  The  parties agree to take all such further actions
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and  execute,  acknowledge  and  deliver  all  such  further  documents that are
reasonably  necessary or useful in carrying out the purposes of this Assignment.
IN  WITNESS  WHEREOF,  this  Assignment  is executed by the parties as of, 2003.
ASSIGNOR:
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WITNESSES:                              BCC  AT  BLOOMSBURG,  INC.


     By:     /s/  Robin  L.  Barber
             ----------------------
     Name:     Robin  L.  Barber
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                                   Title:     Vice  President  and  Secretary
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WITNESSES:                              BCC  DEVELOPMENT  AND  MANAGEMENT  CO.

     By:     /s/  Robin  L.  Barber
             ----------------------
     Name:     Robin  L.  Barber
               -----------------

                                   Title:     Vice  President  and  Secretary
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<PAGE>
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                              HCRT  ASSIGNEE:
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WITNESSES:                              CAPSTONE  CAPITAL  OF
     PENNSYLVANIA,  INC.

     By:     /s/  John M. Bryant, Jr.
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     Name:   John M. Bryant, Jr.
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                                   Title:     Vice  President
                                              ---------------

EMERITUS  ASSIGNEE:
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WITNESSES:                              EMERITUS  CORPORATION


     By:     /s/  Raymond  R.  Brandstrom
             ----------------------------
     Name:     Raymond  R.  Brandstrom
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                                   Title:     Chief  Financial  Officer
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<PAGE>
                                   EXHIBIT "A"
                        LEGAL DESCRIPTION OF THE PROPERTY

                                  SEE ATTACHED
<PAGE>
                                   EXHIBIT "B"

                          EMERITUS ASSIGNED PROPERTIES

1.     1999  Dodge  Van,  VIN#  2B6LB31Z6XK548166.

2.     All  consumable  inventories  of  every  kind  and  nature  whatsoever
(including,  without limitation, all pharmacy supplies, medical supplies, office
supplies,  other  supplies  and foodstuffs) owned by Assignor and located at the
Facility.
3.     Telephone  and  facsimile  numbers  of  the  Facility.
4.     All  books  and  records  of  the  Facility  maintained  at the Facility,
including  resident  and  employee records but specifically excluding Assignor's
corporate  and  regional  accounting  and proprietary and confidential books and
records.






<PAGE>

                                   EXHIBIT "C"
                   ITEMS EXCLUDED FROM THE ASSIGNED PROPERTIES
1.     All  accounts  receivable,  petty  cash,  minute  books,  stock  records,
corporate seals, provider or vendor billing numbers, tax, corporate and regional
accounting  and  financial  books  and  records,  technical  systems,  methods,
policies,  processes,  procedures,  controls,  policy and procedure manuals, and
trade or service names, associated marks and other intellectual property used in
connection  with the marketing and/or operation of the Property by Balanced Care
Corporation,  including  the names "Balanced Care",  "Outlook Pointe", "Balanced
Gold"  and  "Treasures".

2.     All  phone  systems  (excluding  Nurse  Call  System(s))  located  at the
Facility  leased  by  Assignor.

3.     All  photocopiers  located  at  the  Facility  leased  by  Assignor.

4.     All  facsimile  machines  located  at  the  Facility  leased by Assignor.

5.     All  computer  equipment  located  at  the  Facility, including software.

6.     All  collateral  marketing  materials  located  at  the  Facility.