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 effective at the Effective Time (as defined in **Section
      1** hereof),
      and is by and among **HR
      ACQUISITION OF SAN ANTONIO, LTD.** ,
      an
      Alabama limited partnership (f/k/a Capstone Capital of San Antonio, Ltd. d/b/a
      Cahaba of San Antonio, Ltd.) (the “Landlord”), with an address of 3310 West End
      Avenue, Suite 700, Nashville, Tennessee 37203, and **ESC
      IV, L.P.** (d/b/a
      Texas-ESC IV, L.P.), a Washington limited partnership (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:




1.  Landlord
      and Tenant hereby agree and consent to the termination of the Lease, effective
      as of ______ __.m. (Central 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.


Kingsley
          Place of Henderson
 Henderson,
          Rusk County, Texas





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.




Kingsley
          Place of Henderson
 Henderson,
          Rusk County, Texas
 N
          MXP
          613028 v2
 2429630-000277
          3/12/2007


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




**LANDLORD:**





**HR** **ACQUISITION
      OF SAN ANTONIO,**


**LTD.** ,
      an
      Alabama limited partnership





By:  Healthcare
      Acquisition of Texas, Inc.,


an
      Alabama corporation


its
      General Partner





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


John
      M.
      Bryant, Jr.,


Senior
      Vice President and General    Counsel


Kingsley
          Place of Henderson
 Henderson,
          Rusk County, Texas





**TENANT:**





**ESC
      IV, L.P.** ,
      a


Washington
      limited partnership





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


a
      Washington corporation


its
      General Partner





By:  /s/ Eric
      Mendelsohn


Eric
      Mendelsohn,


Authorized
      Signatory


Kingsley
          Place of Henderson
 Henderson,
          Rusk County, Texas


STATE
      OF
      TENNESSEE


COUNTY
      OF
      DAVIDSON





BEFORE
      ME, the undersigned authority, on this day personally appeared John M. Bryant,
      Jr., known to me to be the person whose name is subscribed to the foregoing
      instrument, and known to me to be the Senior Vice President and General Counsel
      of Healthcare Acquisition of Texas, Inc., **** an
      Alabama corporation and general partner of **HR
      ACQUISITION OF SAN ANTONIO, LTD.** ,
      an
      Alabama limited partnership, and acknowledged to me that he executed said
      instrument for the purposes and consideration therein expressed, in the capacity
      therein stated and as the act and deed of said limited partnership.




Given
      under my hand and seal of office this _14th_ day of March, 2007.







/s/
      Ruth Anne Caruthers


Name:  Ruth
      Anne Caruthers


Notary
      Public, State of _Tennessee_


My
      Commission Expires:  08/08/2010





[NOTARIAL
      SEAL]


Kingsley
          Place of Henderson
 Henderson,
          Rusk County, Texas


STATE
      OF
      ___Washington_____


COUNTY
      OF
      _King_____





BEFORE
      ME, the undersigned authority, on this day personally appeared Eric Mendelsohn,
      known to me to be the person whose name is subscribed to the foregoing
      instrument, and known to me to be the Authorized Signatory of ESC G.P. II,
      Inc.,
      a Washington corporation and general partner of **ESC
      IV, L.P.** ,
      a
      Washington limited partnership, and acknowledged to me that he executed said
      instrument for the purposes and consideration therein expressed, in the capacity
      therein stated and as the act and deed of said limited partnership.




Given
      under my hand and seal of office this __14th_ day of March, 2007.







/s/
      Nadia S. Reynolds


Name:  Nadia
      S. Reynolds


Notary
      Public, State of __ Washington __


My
      Commission Expires:  06/15/2010





[NOTARIAL
      SEAL]


Kingsley
          Place of Henderson
 Henderson,
          Rusk County, Texas


**Exhibit
      A**


**to
      Lease Termination**





**Description
      of Lease**




Lease
      Agreement, dated as of December 31, 1996, by and between Capstone Capital of
      San
      Antonio, Ltd. (d/b/a Cahaba of San Antonio, Ltd.), as lessor, and Integrated
      Living Communities of Henderson, Inc., as lessee;





as
      amended by First Amendment to Lease Agreement, dated as of December 1, 1997,
      by
      and between Capstone Capital of San Antonio, Ltd. (d/b/a Cahaba of San Antonio,
      Ltd.), and Integrated Living Communities of Henderson, Inc.;





and
      as
      assigned by Assignment and Assumption Agreement, dated as of May 9, 2002, by
      and
      by among Capstone Capital of San Antonio, Ltd. (d/b/a Cahaba of San Antonio,
      Ltd.), Integrated Living Communities of Henderson, L.P. (successor-in-interest
      to Integrated Living Communities of Henderson, Inc.), HB-ESC V, L.P., and Daniel
      R. Baty;





and
      as
      amended by Second Amendment to Lease Agreement, dated as of May 9, 2002, by
      and
      among Capstone Capital of San Antonio, Ltd. (d/b/a Cahaba of San Antonio, Ltd.),
      HB-ESC V, L.P., and Daniel R. Baty;





and
      as
      assigned by Assignment and Assumption of Lease Agreement (With Consent), dated
      as of December 31, 2003, by and by among HR Acquisition of San Antonio, Ltd.
      (f/k/a Capstone Capital of San Antonio, Ltd. d/b/a Cahaba of San Antonio, Ltd.),
      HB-ESC V, L.P., ESC IV, L.P. (d/b/a Texas-ESC IV, L.P.), Emeritus Corporation,
      and Daniel R. Baty;





and
      as
      amended by Third Amendment to Lease Agreement, dated as of June 30, 2005, by
      and
      among HR Acquisition of San Antonio, Ltd. (f/k/a Capstone Capital of San
      Antonio, Ltd.), ESC IV, L.P. (d/b/a Texas-ESC IV, L.P.), Emeritus Corporation,
      and Daniel R. Baty; and





and
      as
      evidenced by a Short Form Memorandum and Assignment and Assumption of Lease
      and
      Right of First Refusal, dated as of May 9, 2002, by and between Integrated
      Living Communities of Henderson, L.P. (formerly Integrated Living Communities
      of
      Henderson, Inc.), and HB-ESC V, L.P., recorded at Volume 2322, Page 284 of
      the
      Real Property Records of Rusk County, Texas;





and
      as
      subject to the Absolute Assignment of Rents and Leases, dated as of May 9,
      2002,
      by and between Capstone Capital of San Antonio, Ltd. d/b/a Cahaba of San
      Antonio, Ltd., and HB-ESC V, L.P., recorded at Volume 2322, Page 716 of the
      Real
      Property Records of Rusk County, Texas;





and
      subject to the Absolute Assignment of Rents and Leases, dated as of December
      31,
      2003, by and between HR Acquisition of San Antonio, Ltd. (f/k/a Capstone Capital
      of San Antonio, Ltd. d/b/a Cahaba of San Antonio, Ltd.), and ESC IV, L.P. (d/b/a
      Texas-ESC


Kingsley
          Place of Henderson
 Henderson,
          Rusk County, Texas


IV,
      L.P.), recorded at Volume 2439, Page 505 of the Real Property Records of Rusk
      County, Texas;





and
      as
      otherwise amended, modified, extended or assigned.


Kingsley
          Place of Henderson
 Henderson,
          Rusk County, Texas