AGREEMENT AND GENERAL RELEASE

Emeritus Corporation ("Emeritus") and Gary Becker, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Becker”), agree that:

1.    Resignation as Officer . Becker hereby resigns as an officer of Emeritus and Emeritus accepts Becker's resignation effective May 1, 2007 (“Resignation Date”).

2.    Consideration . In consideration for signing this Agreement and General Release ("Agreement") and compliance with the promises made herein, Emeritus agrees, subject to the change of control provisions in Paragraph 2(g):

(a) to pay Becker's salary at its current rate ($241,500 per year) and to keep Becker and his spouse on the Executive benefit plan for a two-year period commencing on the Resignation Date (the “Separation Period”) in addition commencing May 1, 2009 to pay Becker an annual salary of $144,900 equal to 60% of base annual salary at time of retirement through April 30, 2010;

(b) to pay Becker’s continued insurance coverage under COBRA for 18 months, following the end of the Separation Period. At the end of the COBRA period, Emeritus will pay a one-time cash payment to cover medical premiums on an individual plan for Becker and his spouse until Becker reaches the age of 65;

(c) to pay a pro-rated bonus earned (if any) under the Executive Bonus plan for 2007 for 1st quarter achievements; even if said bonus would not be deemed earned under the terms of the Executive Bonus plan, if other executives receive bonuses under the 2007 Executive Bonus plan, Becker will be entitled to an appropriate discretionary pro-rata bonus;

(d) to maintain Becker’s participation in the Top Hat plan through end of Separation Period including any mandatory company matching contributions;

(e) to permit Becker's outstanding stock options to continue to vest during the Separation Period. Becker shall have ninety (90) days following the end of the Separation Period to exercise said options;

(f) that Becker may maintain his long term disability insurance policy with Becker responsible for the premiums as of June 1, 2007;

(g) in the event of a change of control as defined in the Company’s 2006 Stock Option Plan, Emeritus will have the option of calculating an equivalent lump sum amount to cover any remaining financial obligations set forth in Paragraphs 2(a) - (h) and paying said lump sum to Becker;

(h) to give Becker the option, upon next annual renewal of company-provided life insurance, to convert to an individual policy with Becker responsible for premiums;

(i) to provide and pay for legal counsel in the event Becker is named as an individual defendant in any lawsuits in the future filed by any third party that arise out of Becker’s work on behalf of Emeritus:

(j) to allow Becker to keep computer and cell phone and transferring cell phone to Becker’s personal account.

3.    No Consideration Absent Execution of this Agreement . Becker understands and agrees that he would not receive the monies and/or benefits specified in paragraph “2” above, except for his execution of this Agreement and the fulfillment of the promises contained herein.

4.    Revocation . Becker may revoke this Agreement for a period of seven (7) calendar days following the day he executes this Agreement. Any revocation within this period must be submitted, in writing, to Dan Baty and state, "I hereby revoke my acceptance of our Agreement." The revocation must be personally delivered to Dan Baty or his designee, or mailed to Dan Baty and postmarked within seven (7) calendar days of execution of this Agreement. This Agreement shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in the state in which Becker was employed at the time of his last day of employment, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday.

5.    General Release of Claims . Becker knowingly and voluntarily releases and forever discharges Emeritus, its affiliates, subsidiaries, divisions, successors and assigns and the current and former employees, officers, directors, members, managers and agents thereof (collectively referred to throughout the remainder of this Agreement as “Employer”), of and from any and all claims, known and unknown, Becker has or may have against Employer as of the date of execution of this Agreement, including, but not limited to, any alleged violation of: