FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “ First Amendment ”) is made as of the 30 ^th 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 ”).

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.

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

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 a