FIRST
AMENDMENT TO ASSET PURCHASE AGREEMENT
  THIS
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “First Amendment”) is made as of the
30th
day of June, 2008, by and between EMERITUS CORPORATION, a Washington corporation
(“Buyer”), and HEALTH
CARE REIT, INC., a Delaware corporation (“HCN”), together with the
affiliates of HCN listed on the signature pages hereto (individually and
collectively with HCN, “Seller”).
  R
E C I T A L S
  WHEREAS,
Buyer and Seller entered into that certain agreement (the “Agreement”) captioned “ASSET
PURCHASE AGREEMENT,” dated as of June 9, 2008.  Capitalized terms used
and not defined in this First Amendment shall have the meanings ascribed to them
in the Agreement.
  WHEREAS,
Buyer and Seller have agreed to amend the Agreement as described
below.
  Agreements
  NOW,
THEREFORE, for and in consideration of the foregoing Recitals, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
  1.           Termination of Louisville
and Auburn Leases.
  a.           The
following is added as a new Section 9.11 of the Agreement:  “Termination of Louisville
and Auburn Leases.  At the Closing of the Tranche 1 Facilities,
Seller shall deliver to Buyer a counterpart termination (the “Auburn Termination”) of the
Lease Agreement between Buyer, as tenant, and Seller, as landlord, dated as of
February 26, 1996, as amended for the Tranche 1 Facility located in Auburn,
Massachusetts, duly executed and acknowledged by Seller, as in the form
reasonably agreed to by Buyer and Seller, along with a release in recordable
form with respect to the Auburn Facility.  At the Closing of the
Tranche 2 Facilities, Seller shall deliver to Buyer a counterpart termination
(the “Louisville
Termination”) of the Louisville Lease, duly executed and acknowledged by
Seller, as in the form reasonably agreed to by Buyer and Seller, along with a
release in recordable form with respect to the Louisville
Facility.”
  b.           The
following is added as a new Section 10.10 of the Agreement:  “Termination of Louisville
and Auburn Leases.  At the Closing of the Tranche 1 Facilities,
Buyer shall deliver to Seller a counterpart of the Auburn Termination, duly
executed and acknowledged by Buyer, along with a release in recordable form with
respect to the Auburn Facility.  At the Closing of the Tranche 2
Facilities, Buyer shall deliver to Seller a counterpart termination of the
Louisville Termination, duly executed and acknowledged by Buyer, along with a
release in recordable form with respect to the Louisville
Facility.”
  2.           Auburn
Mortgage.  Seller will cause, on or before the Tranche 1
Closing, to be released of record title against the Auburn Facility, that
certain Open-End Mortgage, Assignment
   1
  of Leases
and Rents, Security Agreement and Fixture Filing Statement (the “Regency Mortgage”) in the
original principal sum of $16,500,000.00 to Teachers Insurance and Annuity
Association of America dated September 25,1997 and recorded in Book 19222, Page
69; as affected by an Assignment and Assumption of Interest Under Mortgage and
Assignment of Leases and Rents to Morgan Stanley Dean Witter dated October
18,2000 and recorded on December 21, 2000 in Book 23349, Page 354; as further
affected by an Assignment of Mortgage to Regency Savings Bank, F.S.B. dated
December 21, 2000 and recorded March 1, 2001 in Book 23614, Page
128.  In the event that, despite its good faith efforts, Seller is
unable to cause the Regency Mortgage to be released of record title on or before
the Tranche 1 Closing, Seller shall cause the Title Company to insure over such
mortgage on the owner's policy to be delivered to Buyer for the Auburn Facility
in connection with the Tranche 1 Closing, and shall thereafter continue to use
good faith efforts to have the Regency Mortgage released of record
title.  The provisions of this paragraph shall survive the Tranche 1
Closing indefinitely.
  3.           Release of Tranche 2
Facilities.  In connection, and as a condition to Buyer’s
obligation to proceed, with the Tranche 2 Closing, Seller shall cause the
Tranche 2 Facilities to be released from any documents evidencing and securing
the Seller Loan, so that Buyer shall take title to the Tranche 2 Facilities on
the Tranche 2 Closing Date free and clear of any encumbrances related to the
Seller Loan.  The provisions of this paragraph shall survive the
Tranche 1 Closing indefinitely.
  4.           Authorization.  Each
of the parties hereto represents to the other that it has the legal power, right
and authority to enter into this First Amendment and that the individuals
executing this First Amendment on behalf of each of Seller and Buyer have the
legal power, right and actual authority to bind Seller and Buyer, respectively,
to the terms and conditions hereof.
  5.           Entire
Agreement.  This First Amendment, together with the Agreement,
contains all of the agreements of the parties hereto with respect to any matter
covered or mentioned in the Agreement, and no other agreement, understanding or
representation pertaining to any such matter shall be effective for any
purpose.  Except as amended hereby, the Agreement shall remain in full
force and effect in accordance with its terms and is hereby
ratified.  In the event of a conflict between the Agreement and this
First Amendment, this First Amendment shall control.
  6.           Counterpart
Execution.  This First Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which counterparts when so executed will be deemed to be an original and all
of which taken together will constitute one and the same First Amendment,
binding on the parties, and the signature of any party to any counterpart will
be deemed a signature to, and may be appended to, any other
counterpart.  This First Amendment may be delivered by facsimile or
electronic mail transmission.  This First Amendment will be effective
if each party hereto has executed and delivered at least one counterpart
hereof.
  [Remainder
of page intentionally left blank.]
   2
  IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the
date first above written.
  Seller:
              HEALTH
      CARE REIT, INC.
                
                
                By:/s/ Erin C. Ibele
                Title:
      Senior Vice President-
                Administration and Corporate
      SecretaryHCRI
      MISSISSIPPI PROPERTIES, INC.
                
                By:
      :/s/ Erin C.
      Ibele
                
                Title:Senior Vice President-
                Administration and Corporate
      SecretaryHCRI
      MASSACHUSETTS PROPERTIES TRUST II
                
                By:HCRI
      Massachusetts Properties, Inc., as Trustee, and not individually and
      subject to the provisions of the Declaration of Trust of HCRI
      Massachusetts Properties Trust II filed with the Secretary of the
      Commonwealth of Massachusetts and the City Clerk of Boston
                
                By:
      :/s/ Erin C. Ibele
                Title:Senior Vice President-
                Administration and Corporate
      SecretaryHCRI
      TEXAS PROPERTIES, LTD.
                
                By:Health
      Care REIT, Inc., General Partner
                
                By:
      :/s/ Erin C. Ibele
                
                Title:Senior Vice President-
                Administration and Corporate
      Secretary
  
  
 HCRI
      EDDY POND PROPERTIES TRUST
                
                By:HCRI
      Massachusetts Properties, Inc., as Trustee, and not individually and
      subject to the provisions of the Declaration of Trust of HCRI Eddy Pond
      Properties Trust filed with the Secretary of the Commonwealth of
      Massachusetts and the City Clerk of Boston
                
                By:
      :/s/ Erin C. Ibele
                
                Title:
      :Senior Vice President-
                Administration and Corporate
      SecretaryHCRI
      NEVADA PROPERTIES, INC.
                
                By:
      :/s/ Erin C. Ibele
                
                Title:Senior Vice President-
                Administration and Corporate
      SecretaryHCRI
      KANSAS PROPERTIES, LLC
                
                By:           Health
      Care REIT, Inc., Sole Member
                
                By:
      :/s/ Erin C. Ibele
                
                Title:Senior
      Vice President-
                Administration and Corporate
      SecretaryHCRI
      STONECREEK PROPERTIES, LLC
                
                By:           Health
      Care REIT, Inc., Sole Member
                
                By:
      :/s/ Erin C. Ibele
                
                Title:Senior Vice President-
                Administration and Corporate
      Secretary
  
  
 Buyer:
              EMERITUS
      CORPORATION
                
                By:/s/ Eric Mendelsohn
                Title:SVP Corporate Development