ASSIGNMENT AND ASSUMPTIONAGREEMENT
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     THIS  ASSIGNMENT  AND ASSUMPTION AGREEMENT (this "Agreement") is made as of
May  1,  2003  by  and  among  Extended  Care  Operators of Harrisburg, LLC (the
"Tenant"), BCC at Harrisburg, Inc. (the "Manager", and together with the Tenant,
collectively,  the  "Assignor"),  and  Emeritus  Corporation  (the  "Assignee").
                                    RECITALS:
     WHEREAS,  Assignor,  Balanced Care Corporation, a Delaware corporation (the
"Parent"), Assignee and Capstone Capital of Pennsylvania, Inc. entered into that
certain  Operations  Transfer  Agreement dated as of April 30, 2003 (the "OTA"),
under  which  Assignor  agreed  to  transfer  to  Assignee  the  operational and
financial  responsibility  of  the  Facility as of the Effective Date.  Any term
used  but  not defined in this Agreement shall have the meaning ascribed to such
term  in  the  OTA.
NOW  THEREFORE, for and in consideration of the Transfer Consideration and other
valuable  consideration  to  Assignor  in  hand paid by Assignee, and the mutual
covenants  herein  contained,  the  receipt  and  sufficiency  of  the foregoing
consideration  being  hereby  acknowledged, the parties hereto agree as follows:
1.     ASSIGNMENT:  Assignor hereby assigns, transfers, sets over and conveys to
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Assignee  all  of Assignor's right, title and interest in and to (A) the Prepaid
Expenses  and  the  Additional  Prepaid  Expenses, if any, and (B) the Rents and
Fees.  Assignor  represents to Assignee that it is the holder of interest in and
to  the  Prepaid  Expenses  and the Additional Prepaid Expenses, if any, and the
Rents and Fees and Assignor has not assigned, hypothecated, pledged or otherwise
transferred  all  or  any portion of its interest in and to the Prepaid Expenses
and  the  Additional  Prepaid Expenses, if any, or the Rents and Fees; provided,
however,  nothing  herein  shall  be  construed  as  releasing Assignor from any
liability  with  respect  to  the  Prepaid  Expenses  and the Additional Prepaid
Expenses, if any, and the Rents and Fees to the extent such liability relates to
or  arises  from  the acts or omissions of Assignor prior to the date hereof and
whether  or  not  a claim with respect thereto is asserted prior to or after the
date  hereof.
2.     ASSUMPTION:  Assignee  does  hereby  assume  and  agree to perform all of
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Assignor's  obligations  with respect to the Prepaid Expenses and the Additional
Prepaid  Expenses,  if  any,  and the Rents and Fees; provided, however, nothing
herein  shall be construed as imposing any liability on Assignee with respect to
the  Prepaid  Expenses and the Additional Prepaid Expenses, if any, or the Rents
and  Fees  to  the  extent  such liability relates to or arises from the acts or
omissions  of  Assignor  prior  to  the  date  hereof.
3.     SUCCESSORS  AND  ASSIGNS:  This Agreement shall be binding upon and inure
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to  the  benefit  of  Assignor  and Assignee and their respective successors and
permitted  assigns.
4.     COUNTERPARTS:  This  Agreement  may  be  executed  in  two  or  more
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counterparts,  each  of  which  shall  be  deemed  an original, but all of which
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together  shall  constitute  one  and  the  same  instrument.
5.     CAPTIONS:  The  captions  of  this  Agreement  are  for  convenience  and
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reference  only,  and  in  no way define, describe, extend or limit the scope or
intent  of  this  Agreement  or  the  intent  of  any  provisions  hereof.
6.     JOINT  EFFORT:  The  preparation  of  this  Agreement  has been the joint
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effort  of  the  parties, and the resulting document shall not be construed more
severely  against  one  of  the  parties  than  the  other.
7.     PARTIAL  INVALIDITY:  If any provision of this Agreement shall be invalid
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or unenforceable, the remainder of this Agreement shall not be affected thereby.
Notwithstanding the foregoing, it is the intention of the parties hereto that if
any  provision  of  this  Agreement  is capable of two (2) constructions, one of
which  would  render  the provision void and the other of which would render the
provision  valid,  then such provision shall be construed in accordance with the
construction  which  renders  such  provision  valid.
8.     AMENDMENTS:  This  Agreement may not be amended in any respect whatsoever
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except by a further agreement, in writing, fully executed by all of the parties.
9.     GOVERNING  LAW:  This  Agreement  including  the validity thereof and the
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rights  and  obligations  of  the  parties  hereunder  shall  be governed by and
construed  in  accordance  with  the  laws  of the Commonwealth of Pennsylvania.
10.     TIME  OF  THE  ESSENCE:  Time  is of the essence of each and every term,
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condition,  covenant  and  warranty  set  forth  herein.
11.     NO  THIRD PARTY BENEFICIARIES:  This Agreement is solely for the benefit
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of  Assignee  and Assignor and their respective successors and permitted assigns
and  nothing  contained  herein  shall  confer  upon  any person other than such
parties  any right to insist upon or to enforce the performance or observance of
any  of  the  obligations  relating  to  the Prepaid Expenses and the Additional
Prepaid  Expenses,  if  any,  and  the  Rents  and  Fees.
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     IN  WITNESS  WHEREOF,  intending  to  be  legally bound hereby, the parties
hereto  have  executed this Agreement on and as of the date first written above.
     ASSIGNOR:
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                                                       EXTENDED  CARE  OPERATORS
OF
     HARRISBURG,  LLC

                              By:     BCC  AT  HARRISBURG,  INC.,  its  sole
     member  and  manager
                                   By:     _/s/  Robin  L.  Barber
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                                        Robin  L.  Barber
     Vice  President  and  Secretary
                              BCC  AT  HARRISBURG,  INC.

     By:     _/s/  Robin  L.  Barber
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     Robin  L.  Barber
                                   Vice  President  and  Secretary

                              ASSIGNEE:
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                              EMERITUS  CORPORATION

By:/s/  Raymond  R.  Brandstrom
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     Raymond  R.  Brandstrom
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Its:     Chief  Financial  Officer
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Assignment  and  Assumption  Agreement.Harrisburg.Final