ASSIGNMENT AND RELEASE AGREEMENT

     THIS  AGREEMENT is made and entered into as of the 2nd day of July, 2002 by
and  between  RAL,  Inc.  ("Assignor"),  Emeritus  Corporation  ("Assignee") and
Sacramento  County  Assisted,  LLC  ("Landlord").

                                    RECITALS

     A.  Landlord  and  Assignor  are  parties  to  that  Lease  Agreement dated
February  21, 2002 (the "Lease") with respect to a residential care facility for
the  elderly  located  at  780 Harrington Way,  Folsom, California and currently
known  as  Willow  Creek  (the  "Facility").

     B. Landlord and Assignor are also parties to that Working Capital Agreement
dated  February  21,  2002  (the "Working Capital Agreement") pursuant to which,
subject  to certain terms and conditions, Landlord agreed to provide to Assignor
any  working  capital needed in connection with the operation of the Facility in
the  event the cash receipts of the Facility are not, at any time, sufficient to
pay  all  of the expenses incurred by Assignor in the operation of the Facility.

     C.  The  Lease  contemplated  that  it  would  terminate  when Landlord and
Assignee,  as  the  proposed manager of the Facility, became licensed to operate
the  Facility.

     D.  Subsequent  to  the  execution  of  the  Lease  and the Working Capital
Agreement,  Landlord  and  Assignee have agreed that rather than entering into a
Management  Agreement  with  respect  to  the  Facility, Landlord will lease the
Facility  to and Assignee will lease the Facility from Landlord on substantially
the  same  terms  as  set  forth in the Lease and the Working Capital Agreement.

     E. In order to facilitate the leasing of the Facility to Assignee, Assignor
has  agreed to assign to Assignee and Assignee has agreed to take from Assignor,
all  of Assignor's right, title and interest in and to the Lease and the Working
Capital  Agreement  and Landlord has agreed to release Assignor from any further
liability  under  the  Lease  and  the  Working  Capital  Agreement.

     F.  Landlord, Assignor and Assignee are interested in documenting the terms
and  conditions  of  such  assignment,  assumption  and  release.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  of  the  parties  set  forth herein,  IT IS HEREBY AGREED AS FOLLOWS:

1.     ASSIGNMENT  AND  ASSUMPTION.  As  of  the  Effective  Date, Assignor does
hereby  assign  to  Assignee  and  Assignee  does  hereby take and accept all of
Assignor's  right,  title and interest in and to and obligations under the Lease
and  the  Working  Capital  Agreement.

2.     RELEASE.  As of the Effective Date, Landlord does hereby release Assignor
     from  any  liability  under  the  Lease  or  the Working Capital Agreement.

3.     EFFECTIVE  DATE.  This  Agreement  shall be effective as of July 2, 2002.

4.     COUNTERPARTS.  This  Agreement  may  be executed in counterparts, each of
which  shall  be deemed to be an original, but all of which taken together shall
constitute  but  one  and  the  same  instrument.

5.     ENTIRETY.  This  Agreement  represents  the entire and final agreement of
the  parties hereto with respect to the subject matter hereof and supersedes all
prior  negotiations,  discussions  or  writings  with  respect  thereto.  This
Agreement  may not be amended or modified nor may any provision hereof be waived
except  by  written  instrument  signed  by  the  parties  hereto.

6.     ATTORNEYS  FEES.  In the event of a dispute among the parties hereto with
respect to the interpretation or enforcement of the terms hereof, the prevailing
     party  shall be entitled to collect from the other its reasonable costs and
attorneys  fees,  including  its  costs  and  fees  on  appeal.

7.     CONSTRUCTION.  Both  parties  acknowledge  that they have participated in
the  drafting and negotiation of this Agreement.  Accordingly, in the event of a
dispute  among  the  parties  hereto  with  respect  to  the  interpretation  or
enforcement  of  the terms hereof no provision shall be construed so as to favor
or  disfavor  either  party  hereto.

8.     GOVERNING  LAW.  This  Agreement  shall  be  governed by and construed in
accordance  with  the  laws  of  the  State  of  California.


IN  WITNESS WHEREOF, the parties hereby execute this Agreement as of the day and
year  first  set  forth  above.

                    RAL,  INC.



                    By:     /s/    Walt  Bowen
                         Walt  Bowen
                    Its:     _______________________________


                    EMERITUS  CORPORATION



                    By:     /s/    Raymond  R.  Brandstrom
                          Raymond  R.  Brandstrom
                    Its:     _________________________________

                    SACRAMENTO  COUNTY  ASSISTED,  LLC

                    By:     /s/    Daniel  R.  Baty
                         Daniel  R.  Baty
                    Its:     ______________________________