OFFICE LEASE

 

                       3131 ELLIOTT AVENUE
                          OFFICE LEASE

     THIS LEASE, made the 29th day of April, 1996 by and between MARTIN 
SELIG, whose address is 1000 Second Avenue, Suite 1800, Seattle, Washington, 
98104-1048, hereinafter referred to as "Lessor" and Emeritus Corporation, 
hereinafter referred to as "Lessee".

     1.  DESCRIPTION.  Lessor in consideration of the agreements contained in 
this lease, does hereby lease to Lessee, upon the terms and conditions 
hereinafter set forth, that certain space consisting of the agreed upon 
square footage of 22,248 (hereinafter referred to as "Premises") situated on 
the fifth floor level of the 3131 Elliott Building, 3131 Elliott Avenue, City 
of Seattle, State of Washington, 98121. The legal description of which is:

     Lots 3 through 11, Block 166 Seattle Tideland: together with that 
     portion of lots 1 through 5, Block 2, William N. Bell's seventh 
     addition to the City of Seattle, which lies easterly of Block 166 
     of Seattle Tidelands.

     Suite 500

     2.  TERM.  The term of this lease shall be for a period of one-hundred 
twenty (120) months, commencing the date substantial completion or the 1st 
day of July, 1996, whichever is later, and ending one-hundred (120) months 
thereafter.

     In the event the Premises are not ready for occupancy on the date set 
forth above, whether occasioned by Lessor or Lessee, the lease term shall be 
extended in such a manner as to reflect the delay occasioned by the failure 
of the Premises to be ready to occupancy. In no event shall Lessor or Lessee 
be liable for any further damages.

     3.  RENT.  Lessee covenants and agrees to pay Lessor rent each month 
advance on the first day of each calendar month. Rent shall be computed at 
the annual base rental rate of $17.00 per rentable square foot for months 
1-60 and $19.00 per rentable square foot for months 61-120. Rent for any 
fractional calendar month, at the beginning or end of the term, shall be the 
pro rated portion of the rent computed on an annual basis. Lessee will not be 
deemed to be in default with respect to the payment of rent unless the same 
is not paid when due or within ten (10) days thereafter.

     4.  CONSIDERATION.  As consideration for the execution of this lease, 
Lessee has this date paid to Lessor the sum of $0.00, receipt of which is 
hereby acknowledged. In the event Lessee fully complies with all the terms 
and conditions of this lease, but not otherwise, an amount equal to such sum 
shall be credited on the last month's rental on the term of this lease.

     5.  USES.  Lessee agrees that Lessee will use and occupy said Premises 
for general offices and related purposes and for no other purposes.

     6.  RULES AND REGULATIONS.  Lessee and its agents, employees, servants or 
those claiming under Lessee will at all times observe, perform and abide by 
all of the Rules and Regulations printed on this instrument, or which may be 
hereafter promulgated by Lessor, all of which it is covenanted and agreed by 
the parties hereto shall be and are hereby made a part of this lease.

     7.  CARE AND SURRENDER OF PREMISES.  Lessee shall take good care of the 
Premises and shall promptly make all necessary repairs except those required 
herein to be made by Lessor. At the expiration or sooner termination of this 
lease,

Lessee, without notice, will immediately and peacefully quit and surrender 
the Premises in good order, condition and repair (damage by reasonable wear, 
the elements, or fire excepted). Lessee shall be responsible for removal of 
all personal property from the Premises, (excepting fixtures being that which 
is attached to the Premises, and property of the Lessor) including, but not 
limited to, the removal of Lessee's communication cabling, telephone 
equipment and signage. Lessee shall be responsible for repairing any damage 
to the Premises caused by such removal. If Lessee fails to remove and restore 
the Premises at lease expiration, then Lessor shall have the right to remove 
said property and restore the Premises and Lessee shall be responsible for 
all costs associated therewith. Lessee shall also be responsible for those 
costs incurred by Lessor for removing debris Lessee may discard in the 
process of preparing to vacate the Premises and for a final cleaning of the 
Premises, including, but not limited to removal and disposal of Lessee's 
personal property remaining in the Premises.

     8.  ALTERATIONS.  Lessee shall not make any alterations or improvements 
in, or additions to said Premises without first obtaining the written consent 
of Lessor. All such alterations, additions and improvements shall be at the 
sole cost and expense of Lessee and shall become the property of Lessor and 
shall remain in and be surrendered with the Premises as a part thereof at the 
termination of this lease, without disturbance, molestation or injury.

     9.  RESTRICTIONS.  Lessee will not use or permit to be used in said 
Premises anything that will increase the rate of insurance on said building 
or any part thereof, nor anything that may be dangerous to life or limb; nor 
in any manner deface or injure said building or any part thereof; nor 
overload any floor or part thereof; nor permit any objectionable noise or 
odor to escape or to be emitted from said Premises, or do anything or permit 
anything to be done upon said Premises in any way tending to create a 
nuisance or to disturb any other tenant or occupant of any part of said 
building. Lessee, at Lessee's expense, will comply with all health, fire and 
police regulations respecting said Premises. The Premises shall not be used 
for lodging or sleeping, and no animals or birds will be allowed in the 
building.

     10.  WEIGHT RESTRICTIONS.  Safes, furniture or bulky articles may be moved 
in or out of said Premises only at such hours and in such manner as will 
least inconvenience other tenants, which hours and manner shall be at the 
discretion of Lessor. No safe or other article of over 2,000 pounds shall be 
moved into said Premises without the consent of Lessor, and Lessor shall have 
the right to locate the position of any article of weight in said Premises if 
Lessor so desires.

     11.  SIGN RESTRICTION.  No sign, picture, advertisement or notice shall be 
displayed, inscribed, painted or affixed to any of the glass or woodwork of 
the building without the prior approval of Lessor. Notwithstanding the above, 
Lessee shall have the right to install monument type signage outside the 
building off Elliott Avenue at Lessee's sole cost and expense but with 
Lessor's prior written approval of such signage.

     12.  LOCKS.  Lessee shall have access to the premises twenty-four (24) 
hours per day, three-hundred sixty-five (365) days per year. Lessor shall 
provide, at no charge, Lessee's keys and card keys at the time of lease 
commencement, but thereafter at Lessee's expense. No additional locks shall 
be placed upon any doors of the Premises. Keys will be furnished to each door 
lock. At the termination of the lease, Lessee shall surrender all keys, to 
the Premises including card keys whether paid for or not.

     13.  KEY.  Lessor, his janitor, engineer or other agents may retain a pass 
key to said Premises to enable him to examine the Premises from time to time 
with reference to any emergency or to the general maintenance of said 
Premises.

     14.  TELEPHONE SERVICE.  If Lessee desires telephonic or any other 
electric connection, Lessor will direct the electricians as to where and how 
the wires are

to be introduced, and without such directions no boring or cutting for wires 
in installation thereof will be permitted.

     15.  SERVICES.  Lessor shall maintain Premises and the public and common 
areas of building, such as lobbies, stairs, corridors and restrooms, in 
reasonably good order and condition and in a manner consistent with 
comparable first class office buildings in Seattle, except for damage 
occasioned by the act of Lessee.

     Lessor shall furnish the Premises with electricity for lighting and 
operation of low power usage office machines, heat, normal office 
air-conditioning, and elevator services, during the ordinary business hours 
of the building. Heating and air conditioning shall be available to Lessee at 
times at no additional cost. Air-conditioning units and electricity therefore 
for special air-conditioning requirements, such as for computer centers, 
shall be at Lessee's expense. Lessor shall also provide lighting replacement 
for Lessor furnished lighting, toilet room supplies, window washing with 
reasonable frequency, and customary janitor service.

     Lessor shall not be liable to Lessee for any loss or damage caused by or 
resulting from any variation, interruption or any failure of said services 
due to any cause whatsoever, except in the event the same is due to the 
negligence or willful misconduct of Lessor or the breach by Lessor of it 
obligations hereunder. No temporary interruption or failure of such services 
incident to the making of repairs, alterations, or improvements, or due to 
accident or strike or conditions or events not under Lessor's control shall 
be deemed as an eviction of Lessee or relieve Lessee from any of Lessee's 
obligations hereunder. For purposes hereof, an interruption in or failure of 
service shall be deemed to be temporary if it lasts for less than forty eight 
(48) consecutive hours. In which case Lessee shall be limited to a rent 
abatement for any period exceeding forty eight (48) consecutive hours for any 
portion of the premises rendered unusable.

     Lessor acknowledges and agrees that it shall promptly respond to and to 
take appropriate corrective action with respect to any defects or 
deficiencies identified by Lessee in the condition of the building or the 
Premises or the services provided by Lessor under the terms of this Lease. In 
the event of any lack of attention on the part of Lessor and any 
dissatisfaction with the service of the building, or any unreasonable 
annoyance of any kind, Lessee is requested to make complaints at Lessor's 
building office and not to Lessor's employees or agents seen within the 
building. Lessee is further requested to remember that Lessor is as anxious 
as Lessee to transact business with the greatest possible ease and comfort. 
The rules and regulations are not made to unnecessarily restrict Lessee, but 
to enable Lessor to operate the building to the best advantage of both 
parties hereto. To this end Lessor shall have the right to waive from time to 
time such part or parts of such rules and regulations as may from time to 
time be implemented by Lessor as in his judgment may not be necessary for the 
proper maintenance or operation of the building or consistent with good 
service, and may from time to time make such further reasonable rules and 

regulations as in his judgment may be needed for the safety, care and 
cleanliness of the Premises and the building and for the preservation of 
order therein.

     16.  SOLICITORS.  Lessor will make an effort to keep solicitors out of the 
building, and Lessee will not oppose Lessor in his attempt to accomplish this 
end.

     17.  FLOOR PLAN.  The floor plan and specifications for Lessee's occupancy 
shall be attached hereto and marked Exhibit "A" which shall be approved by 
both Lessor and Lessee, both of whose approval shall not be unreasonably 
withheld.

     18.  ASSIGNMENT.  Lessee will not assign this lease, or any interest 
hereunder, and this lease, or any interest hereunder, shall not be assigned 
by operation of law. Lessee will not sublet said Premises or any part thereof 
and will not permit the use of said Premises by others other than Lessee and 
the agents of Lessee without first obtaining the written consent of Lessor, 
which shall not be unreasonably withheld or
delayed, provided however, Lessee shall have the right to sublease all or any 
portion of the Premises to an affiliated entity, i.e., an entity which is 
controlled by or under common control with Lessee, without the prior written 
consent of Lessor but with written notice to Lessor.  In the event such written 
consent shall be given, no other or subsequent assignment or subletting shall 
be made without the previous written consent of Lessor, which shall not be 
unreasonably withheld or delayed.  In the event Lessee desires to assign or 
sublet said Premises or any part thereof, Lessor shall have the first right, 
but not the obligation to re-lease the Premises.

     19.  OPERATING SERVICES AND REAL ESTATE TAXES.  The annual base rental 
rate per rentable square foot in Paragraph 3 includes Lessee's proportionate 
share of Operating Services and Real Estate Taxes for the first twelve months 
of the lease term, "Base Year Costs".  Only actual increases from these Base 
Year Costs, if any, will be passed on to Lessee on a proportionate basis.

                                  DEFINITIONS

BASE YEAR

For computing the Base Year Costs, the base year shall be the calendar year 
stated herein or if a specific calendar year is not stated herein then the base 
year shall be the calendar year in which the lease term commences.  The base 
year shall be the calendar year 1996.

COMPARISON YEAR

The Comparison Year(s) shall be the calendar year(s) subsequent to the base 
year.

OPERATING SERVICES

"Operating Services" include, but are not limited to, the charges incurred by 
Lessor for:  building operation salaries, benefits, management fee of five 
percent (5%) of gross income for the building, insurance, electricity, 
janitorial, supplies, telephone, HVAC, repair and maintenance, window 
washing, water and sewer, security, landscaping, disposal, elevator, etc.  
Operating Services shall also include the amortization cost of capital 
investment items and of the installation thereof, which are primarily for the 
purpose of safety, saving energy or reducing operating costs, or which may be 
required by governmental authority, (all such costs shall be amortized over 
the reasonable life of the capital investment item, with the reasonable life 
and amortization schedule being determined in accordance with generally 
accepted accounting principles).  Notwithstanding anything to the contrary 
contained herein, Operating Services shall not include any of the following:

     (i)  legal fees, auditing fees, brokerage commissions, advertising costs, 
or other related expenses incurred by Lessor in an effort to generate rental 
income;

     (ii)  repairs, alterations, additions, improvements, or replacements made 
to rectify or correct any defect in the original design, materials or 
workmanship of the building or common areas (but not including repairs, 
alterations, additions, improvements or replacements made as a result of 
ordinary wear and tear);

     (iii)  damage and repairs attributable to fire or other casualty;

     (iv)  damage and repairs necessitated by the negligence or willful 
misconduct of Lessor, Lessor's employees, contractors or agents;

     (v)  executive salaries to the extent that such services are not in 
connection with the management, operation, repair or maintenance of the 
building; 

     (vi)  Lessor's general overhead expenses not related to the building;

     (vii)  legal fees, accountant's fees and other expenses incurred in 
connection with disputes with tenants or other occupants of the building or 
associated with the enforcement of the terms of any leases with tenants or the 
defense of Lessor's title to or interest in the building or any part thereof 
unless the outcome is to the financial benefit of all tenants;

     (viii)  costs (including permit, license and inspection fees) incurred in 
renovating or otherwise improving, decorating, painting or altering (1) vacant 
space (excluding common areas) in the building or (2) space for tenants or 
other occupants in the building and costs incurred in supplying any item or 
service to less than all of the tenants in the building;

     (ix)  costs incurred due to a violation by Lessor or any other tenant of 
the building of the terms and conditions of a lease;

     (x)  cost of any specific service provided to Lessee or other occupants of 
the building for which Lessor is reimbursed (but not including Operating 
Services and Real Estate Tax Increases above Base Year Costs to the extent 
reimbursed Lessor) or any other expense for which Lessor is or will be 
reimbursed by another source (i.e., expenses covered by insurance or 
warranties);

     (xi)  costs and expenses which would be capitalized under generally 
accepted accounting principles, with the exception of the capital investment 
items specified hereinabove;

     (xii)  building management fees in excess of the management fees specified 
hereinabove;

     (xiii)  cost incurred with owning and/or operating the parking lot(s) 
serving the building by independent parking operator(s).

     (xiv)  fees paid to Lessor or any affiliate of Lessor for goods or 
services in excess of the fees that would typically be charged by unrelated, 
independent persons or entities for similar goods and services;

     (xv)  rent called for under any ground lease or master lease;

     (xvi)  principal and/or interest payments called for under any debt 
secured by a mortgage or deed of trust on the building; and

Operating Services shall be adjusted for the Base Year and all Comparison 
Year(s) to reflect the greater of actual occupancy or 95% occupancy.

REAL ESTATE TAXES

Real Estate Taxes shall be the taxes paid by Lessor in the base year and each 
respective Comparison Year.

PROPORTIONATE BASIS

Lessee's share of Base Year and Comparison Year(s) Costs shall be a fraction, 
the numerator of which shall be the number of rentable square feet contained in 
the leased Premises (see Paragraph 1) and the denominator of which shall be the 
number of rentable square feet in the building in which the leased Premises are 
located.

COMPUTATION OF ADJUSTMENTS TO BASE YEAR COSTS

Any adjustment to Base Year Costs will commence to occur in Month 13 of the 
lease term with subsequent adjustments commencing every twelve months of the 
lease term or in Months 25, 37, 49, etc. as appropriate under the lease term. 
Lessee shall be

responsible for any increase between Lessee's proportionate 
share of Base Year Costs and Lessee's proportionate share of each respective 
Comparison Year(s) Costs.  The increase shall be the increase to each expense 
individually.  These costs shall be initially calculated based on estimated 
(projected) costs with reconciliation to actual costs when annual audited 
numbers are completed.  For the purpose of calculating projected increases to 
Base Year Costs, Lessor shall review historical data to predict if any 
estimated increases would be anticipated in a Comparison Year(s).  If they are, 
then commencing in Month 13 and/or every twelve month period thereafter, Lessor 
will assess a monthly charge to be paid together with monthly base rent.  Once 
actual cost data for Comparison Year(s) Real Estate Taxes and Operating 
Services for the entire building is formulated in accordance with generally 
accepted accounting principles and adjusted to the greater of actual occupancy 
or 95% occupancy, then Lessee's estimated pass-through costs shall be corrected 
with Lessee or Lessor, as appropriate, reimbursing the other for the difference 
between the estimated and actual costs, at that time in a lump sum payment.

Upon termination of this lease, the amount of any corrected amount between 
estimated and actual costs with respect to the final comparison year shall 
survive the termination of the lease and shall be paid to Lessee or Lessor as 
appropriate within thirty (30) days after final reconciliation.

Computation of or adjustment to Operating Services and/or Real Estate Taxes 
pursuant to this paragraph or to rent pursuant to Paragraph 3 shall be computed 
based on a three hundred sixty-five (365) day year.

For an example, see Exhibit B attached hereto.

Notwithstanding the other provisions of this lease, the pass-through of all 
Operating Services, as described in Paragraph 19, shall not exceed eight 
percent (8%) per year on a cumulative basis.  For example, if in years 2 and 3, 
Lessee's total escalation charges increased by seven percent (7%) and eight 
percent (8%) respectively, then if in year 4 costs increase by ten percent 
(10%), then Lessor can charge Lessee a maximum increase of nine percent (9%) or 
a total escalation cost increase of twenty-four percent (24%) over the three 
subsequent years after year 1.  Real Estate Taxes shall be passed through based 
on the actual taxes paid.

     20.  ADDITIONAL TAXES OR ASSESSMENTS.  Should there presently be in effect 
or should there be enacted during the term of the lease, any law, statute or 
ordinance levying any assessment or any tax upon rents or the income from real 
estate or rental property (other than federal or state income taxes), Lessee 
shall reimburse Lessor for Lessee's proportionate share of said expenses at the 
same time as rental payments.

     21.  LATE PAYMENTS.  Any payment, required to be made pursuant to this 
Lease, not made on the date the same is due or within any cure period provided 
for herein or shall bear Interest at a rate equal to three percent (3%) above 
the prime rate of interest charged from time to time by Seafirst National Bank, 
or its successor.

     In addition to any Interest charged herein, a late charge of five percent 
(5%) of the payment amount shall be incurred for payments received more than 
five (5) days late.

     22.  RISK.  All personal property of any kind or description whatsoever in 
the demised Premises shall be at Lessee's sole risk.  Lessor shall not be 
liable for any damage done to or loss of such personal property or damage or 
loss suffered by the business or occupation of the Lessee arising from any acts 
or neglect of co-tenants or other occupants of the building, or of Lessor or 
the employees of Lessor, or of any other persons, or from bursting, overflowing 
or leaking of water, sewer or steam pipes, or from the heating or plumbing or 
sprinkling fixtures, or from electric wires, or from gas, or odors, or caused 
in any other manner whatsoever except in the case of the negligence
or willful misconduct of Lessor or a breach by Lessor of its obligations 
hereunder, in which case Lessor shall be responsible therefor Lessor's 
proportionate share and shall indemnify Lessee from any and all loss, costs, 
damages and expenses which it may incur as a result of Lessor's proportionate 
share thereof. Lessee shall keep in force throughout the term of this lease 
such casualty, general liability and business interruption insurance as a 
prudent tenant occupying and using the Premises would keep in force.

     23.  INDEMNIFICATION.  Lessee will defend, indemnify and hold harmless 
Lessor from any claim, liability or suit including reasonable attorney's fees 
on behalf of any person, persons, corporations and/or firm for any injuries 
or damages occurring in or about the said Premises or on or about the 
sidewalk, stairs, or thoroughfares adjacent thereto where said damages or 
injury was caused or partially caused by the ordinary or gross negligence or 
intentional act of Lessee and/or by Lessee's agents, employees, servants, 
customers or clients.

     24.  WAIVER OF SUBROGATION.  Lessee and Lessor do hereby release and 
relieve the other, and waive their entire claim of recovery for loss, damage, 
injury, and all liability of every kind and nature which may arise out of, or 
be incident to, fire and extended coverage perils, in, on, or about the 
Premises herein described, whether due to negligence of either of said 
parties, their agents, or employees, or otherwise.

     25.  SUBORDINATION.  This lease and all interest and estate of Lessee 
hereunder is subject to and is hereby subordinated to all present and future 
mortgages and deeds of trust affecting the Premises or the property of 
which said Premises are a part. Lessee agrees to execute at no expense to the 
Lessor, any instrument which may be deemed necessary or desirable by the 
Lessor to further effect the subordination of this lease to any such mortgage 
or deed of trust. In the event of a sale or assignment of Lessor's interest 
in the Premises, or in the event of any proceedings brought for the 
foreclosure of, or in the event of exercise of the power of sale under any 
mortgage or deed of trust made by Lessor covering the Premises, Lessee shall 
attorn to the purchaser and recognize such purchaser as Lessor. Lessee agrees 
to execute, at no expense to Lessor, all customary estoppel certificates 
deemed necessary or desirable by Lessor to further effect the provisions of 
this paragraph.

     26.  CASUALTY.  In the event the leased Premises or the said building is 
destroyed or injured by fire, earthquake or other casualty to the extent that 
they are untenantable in whole or in part, then Lessor may, at Lessor's 
option, proceed with reasonable diligence to rebuild and restore the said 
Premises or such part thereof as may be injured as aforesaid, provided that 
within sixty (60) days after such destruction or injury Lessor will notify 
Lessee of Lessor's intention to do so, and during the period of such 
rebuilding and restoration the rent shall be abated on the portion of the 
Premises that is unfit for occupancy. If necessary, Lessor will provide 
access to any needed alternative space for Lessee at the fair market rate not 
to exceed Lessee's rental rate hereunder.

     27.  INSOLVENCY.  If Lessee becomes insolvent, or makes an assignment for 
the benefit of creditors, or a receiver is appointed for the business or 
property of Lessee, or a petition is filed in a court of competent 
jurisdiction to have Lessee adjudged bankrupt, then Lessor may at Lessor's 
option terminate this lease. Said termination shall reserve unto Lessor, all 
of the rights and remedies available under Paragraph 28 ("Default") hereof, 
and Lessor may accept rents from such assignee or receiver without waiving or 
forfeiting said right of termination. As an alternative to exercising his 
right to terminate this lease, Lessor may require Lessee to provide adequate 
assurances, including the posting of a cash bond, of Lessee's ability to 
perform its obligations under this lease.

     28.  DEFAULT.  If this lease is terminated in accordance with any of the 
terms herein (with the exception of Paragraph 27), or if Lessee vacates or 
abandons the Premises or if Lessee shall fail at any time to keep or perform 
any of the covenants or conditions of this lease, i.e. specifically the 
covenant for the payment of monthly rent, then, and in any of such events 
Lessor may with or without notice or demand, at Lessor's
option, and without being deemed guilty of trespass and/or without 
prejudicing any remedy or remedies which might otherwise be used by Lessor 
for arrearages or preceding breach of covenant or condition of this lease, 
enter into and repossess said Premises and expel the Lessee and all those 
claiming under Lessee. In such event Lessor may eject and remove from said 
Premises all goods and effects (forcibly if necessary). This lease if not 
otherwise terminated may immediately be declared by Lessor as terminated. The 
termination of this lease pursuant to this Article shall not relieve Lessee 
of its obligations to make the payments required herein. In the event this 
lease is terminated pursuant to this Article, or if Lessor enters the 
Premises without terminating this lease and Lessor relets all or a portion of 
the Premises, Lessee shall be liable to Lessor for all the costs of 
reletting, including necessary renovation and alteration of the leased 
Premises. Lessee shall remain liable for all unpaid rental which has been 
earned plus late payment charges pursuant to Paragraph 21 and for the 
remainder of the term of this lease for any deficiency between the net 
amounts received following reletting and the gross amounts due from Lessee, 
or if Lessor elects, Lessee shall be immediately liable for all rent and 
additional rent (Paragraph 19) that would be owing to the end of the term, 
less any rental loss Lessee proves could be reasonably avoided, which amount 

shall be discounted by the discount rate of the Federal Reserve Bank, 
situated nearest to the Premises, plus one percent (1%). Lessor shall not be 
entitled to exercise any of the rights or remedies provided for herein before 
Lessee has been given an opportunity to cure the default upon which said 
remedies are based, which cure period shall be ten (10) days in the case of a 
monetary default and thirty (30) days in the case of a non-monetary default; 
provided, however, that in the event said non-monetary default cannot be 
cured within said thirty (30) day period but Lessee commences the cure when 
said thirty (30) day period and diligently prosecutes the same to completion, 
Lessee shall have such additional period of time as may be reasonably 
necessary to effect such cure.

     29.  BINDING EFFECT.  The parties hereto further agree with each other 
that each of the provisions of this lease shall extend to and shall, as the 
case may require, bind and inure to the benefit, not only of Lessor and 
Lessee, but also of their respective heirs, legal representatives, successors 
and assigns, subject, however, to the provisions of Paragraph 18 of this 
lease.

     It is also understood and agreed that the terms "Lessor" and "Lessee" 
and verbs and pronouns in the singular number are uniformly used throughout 
this lease regardless of gender, number or fact of incorporation of the 
parties hereto. The typewritten riders or supplemental provisions, if any, 
attached or added hereto are made a part of this lease by reference. It is 
further mutually agreed that no waiver by Lessor of a breach by Lessee of any 
covenant or condition of this lease shall be construed to be a waiver of any 
subsequent breach of the same or any other covenant or condition.

     30.  HOLDING OVER.  If Lessee holds possession of the Premises after term 
of this lease, Lessee shall be deemed to be a month-to-month tenant upon the 
same terms and conditions as contained herein, except rent which shall be 
revised to reflect 125% of the last month's rent payment. During 
month-to-month tenancy, Lessee acknowledges Lessor will be attempting to 
relet the Premises. Lessee agrees to cooperate with Lessor and Lessee further 
acknowledges Lessor's statutory right to terminate the lease with proper 
notice.

     31.  ATTORNEY'S FEES.  If any legal action is commenced to enforce any 
provision of this lease, the prevailing party shall be entitled to an award 
of reasonable attorney's fees and disbursements.

     32.  NO REPRESENTATIONS.  The Lessor has made no representations or 
promises except as contained herein or in some future writings signed by 
Lessor.

     33.  QUIET ENJOYMENT.  So long as Lessee pays the rent and performs the 
covenants contained in this lease, Lessee shall hold and enjoy the Premises 
peaceably and quietly, subject to the provisions of this lease.

     34.  RECORDATION.  Lessee shall not record this lease without the prior 
written consent of Lessor. However, at the request of Lessor or Lessee, both 
parties shall execute a memorandum or "short form" of this lease for the 
purpose of recordation in a form customarily used for such purpose. Said 
memorandum or short form of this lease shall describe the parties, the 
Premises and the lease term, and shall incorporate this lease by reference. 
A copy of the Memorandum of Lease is attached hereto.

     35.  MUTUAL PREPARATION OF LEASE.  It is acknowledged and agreed that this 
lease was prepared mutually by both parties. In the event of ambiguity, it is 
agreed by both parties that it shall not be construed against either party as 
the drafter of this lease.

     36.  GOVERNING LAW.  This lease shall be governed by, construed and 
enforced in accordance with the laws of the State of Washington.

     37.  DESIGN SERVICES.  Lessor shall, at Lessor's expense, provide for 
design, documentation and contract administration in connection with all work 
to be done in the Premises in order to prepare the Premises for Lessee's 
effective occupancy. Lessor will furthermore contract with, and pay for the 
design and engineering services pertaining to structural, mechanical, 
electrical, and fire protection. Lessor shall, at Lessor's expense, furnish 
to Lessee, for Lessee's approval, all drawings necessary for the preparation 
of the Premises for Lessee's use and occupancy.

     38.  TENANT IMPROVEMENT ALLOWANCE.  The space will be completed in 
accordance with mutually agreed upon working drawings by a Lessor approved 
contractor. Lessee will be responsible for construction costs and will be 
provided an allowance of up to $7.50 per rentable square foot. The actual 
amount expended will be given to Lessee as a rent credit to be offset against 
rents commencing upon lease inception. Lessee shall provide Lessor copies of 
the actual invoices. This tenant improvement allowance is for Lessor provided 
HVAC and fire alarms, and tenant improvements, may include furniture, 
furnishings, or equipment. Lessor shall provide Lessee with a bid to do HVAC 
work in the Premises. Lessor shall also provide construction management for 
the tenant improvement work. Any tenant improvements in excess of this 
allowance shall be paid for by Lessee.

     39.  CONTRACTOR'S AGREEMENT.  Prior to commencement of any payment for 
tenant improvement work, Lessor will require unconditional lien releases from 
Lessee's contractor and all subcontractors (Exhibit C). In addition, Lessor 
will require Lessee or Lessee's contractor to provide certificates of 
insurance, executed copies of indemnification forms (Exhibit D) and Lessor's 
construction policies (Exhibit E) (attached).

     40.  PARKING.  Lessee shall be provided parking for thirty (30) cars 
inside the building garage. Twenty-six (26) of those stalls shall be at 
market rate and paid for by the Lessee. The remaining four (4) stalls shall 
be reserved for Lessee's exclusive use at no charge to Lessee. Lessee shall 
be provided eight (8) additional stalls within two (2) blocks of the building 

at the prevailing market rate. All parking inside the building shall be 
available to Lessee twenty-four (24) hours per day. If additional space is 
leased to Lessee in the 3131 Elliott Avenue Building, Lessee shall be 
provided additional parking at the rate of two (2) stalls per 1,000 rentable 
square feet, with one (1) stall per 750 rentable square feet inside the 
building garage, all at market rate and paid for by Lessee.

     41.  OPTION TO TERMINATE.  Lessee shall have the option to terminate this 
lease upon the expiration of the 60th month of the lease term by giving 
Lessor six (6) months prior written notice of its intention to terminate.

     42.  STORAGE.  At Lessee's option, Lessor shall provide Lessee with 
approximately 1,000 square feet of storage space within two (2) blocks of the 
3131 Elliott Avenue Building. Such storage shall be charged at the annual 
rate of $8.00 per square foot.

     43.  ADJACENT SPACE.  Upon request by Lessee, Lessor shall use its best 
efforts to provide Lessee, the balance of the 5th floor space occupied by 
Airborne Freight Corporation, comprised of an additional 4,258 rentable 
square feet. This expansion space shall be leased to Lessee under the same 
terms and conditions, including the rental rate contained herein with the 
exception of the tenant improvement allowance which shall be pro-rated over 
the balance of the initial five (5) year lease term.

     44.  FIRST RIGHT OF REFUSAL.  Lessee shall have a right of refusal to 
lease any available space within the 3131 Elliott Avenue Building subject to 
a first right of refusal granted to Airborne Freight Corporation. If Lessor 
has an interested party for that space, Lessor will notify Lessee accordingly 
and Lessee shall have ten (10) working days from receipt of said notice to 
respond either way. Rent for this space shall be at the same rental rate that 
Lessee is paying at the time for the other space under this lease through the 
5th year of the lease term; provided, however, that the tenant improvement 
allowance shall be pro-rated for the remaining balance of the five (5) year 
term. Any such expansion space leased after the expiration of the initial 
five (5) year term shall be at the fair market rate for comparable space 
within the 3131 Elliott Avenue Building.

     45.  BUILDING AMENITIES.  Lessor agrees to proceed in good faith with all 
due diligence to secure permission from Airborne Freight Corporation to allow 
Lessee's use of Airborne's exercise facility and daycare center.

     46.  REAL ESTATE COMMISSION.  A real estate commission equivalent to $3.50 
per rentable square foot for years 1-5 of the lease term and $1.75 per 
rentable square foot for years 6-10, is due Teutsch Partners for their 
services in negotiating this lease. In addition, Teutsch Partners is due a 
commission equivalent to 2 1/2% of the gross rental amount for any expansion 
space leased by Lessee during the initial three (3) years of the term of this 
lease. The commissions shall be paid directly by Lessee to Teutsch Partners, 

one half upon execution of the Lease and one half upon occupancy of the 
Premises, and the amount so paid shall be given to Lessee as a rent credit to 
be offset against rents beginning with the commencement of this lease.

     47.  OPTION TO RENEW.  Provided that Lessee is not in default under any 
terms and conditions of this lease, Lessor grants to Lessee the option to 
renew this lease for two successive five (5) year periods each of which 
option period shall commence upon the expiration of the immediately preceding 
lease term and shall be available to Lessee upon written notice to Lessor 
delivered no later than one-hundred eighty (180) days prior to the expiration 
of the then current lease term.

The lease shall be renewed for each option period on the same terms and 
conditions as this lease except for the base rental rate which shall be 
adjusted for each option period to the then current market rate for 
comparable office space in the 3131 Elliott Avenue Building, taking into 
consideration common rental concessions and tenant improvement allowances at 
the time.

     48.  LESSOR CONSENT.  Whenever this Lease requires Lessee to secure the 
consent of Lessor, unless specifically provided otherwise herein, the same 
shall not be unreasonably withheld.

     49.  AMENDMENTS.  This Agreement may not be amended or modified except by 
written instrument signed by the parties hereto.

     50.  ENTIRETY.  This Agreement, along with the exhibits hereto, represents 
the entire and final agreement of the parties hereto with respect to the 
subject matter hereof and shall supersede all prior negotiations, discussions 
or agreements, including, but not limited to, that Letter of Intent dated 
March 13, 1996.

     51.  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 one and the same instrument.

IN WITNESS WHEREOF, the parties hereof have executed this lease the day 
and year first above written.

/s/ MARTIN SELIG
- ----------------------------------     ------------------------------------
Martin Selig                           By:  /s/ FRANK RUFFO
                                          ---------------------------------
                                       Its: Vice President
                                          ---------------------------------

         "Lessor"                                          "Lessee"

Attachment

STATE OF WASHINGTON    )
                       )ss.
COUNTY OF KING         )

On this 29th day of April, 1996 before me, a Notary Public in and for the 
State of Washington, personally appeared MARTIN SELIG, the individual who 
executed the within and foregoing instrument and acknowledged said instrument 
to be his free and voluntary act and deed for the uses and purposes 
therein mentioned.

[SEAL]                                /s/ NOELLE MRAMOR
                                      -------------------------------
                                      Notary Public in and for the
                                      State of Washington, residing at Seattle
                                      My commission expires: 2/15/2000

(Individual)
STATE OF WASHINGTON     )
                        )ss.
COUNTY OF KING          )

On this 29th day of April, 1996 before me, a Notary Public in and for the 
State of Washington, personally appeared Frank A. Ruffo, the individuals who 
executed the within and foregoing instrument, and acknowledged said 
instrument to be his/her/their free and voluntary act and deed for the uses 
and purposes therein mentioned.

                                      Catherine L. Pasquan
[SEAL]                                ----------------------------------------
                                      Notary Public in and for the
                                      State of Washington, residing at Seattle
                                      My commission expires: 3-30-99

(Partnership)
STATE OF WASHINGTON     )
                        )ss.
COUNTY OF               )

On this       day of                19   , before me, a Notary Public in and 
for the State of                    , personally appeared                   , 
to me known to be partner(s) of                      , the partnership that 
executed the foregoing instrument, and acknowledged said instrument to be the 
free and voluntary act and deed of said partnership, for the uses and 

purposes therein mentioned, and on oath stated that he/she/they is/are 
authorized to execute said instrument on behalf of the partnership.

                                      ----------------------------------------
                                      Notary Public in and for the 
                                      State of Washington, residing at 
                                                                       -------
                                      ----------------------------------------
                                      My commission expires:-----------

(Corporation)
STATE OF WASHINGTON     )
                        )ss.
COUNTY OF               )

On this      day of            , 19   , before me, a Notary Public in and for 
the State of                    , personally appeared                       , 
to me known to be the                      , respectively, of               , 
the corporation that executed the within and foregoing instrument, and 
acknowledged said instrument to be the free and voluntary act and deed of 
said corporation, for the uses and purposes therein mentioned, and on oath 
stated that he/she/they is/are authorized to execute said instrument and that 
the seal affixed is the corporate seal of said corporation.

                                      ----------------------------------------
                                      Notary Public in and for the
                                      State of Washington, residing at
                                                                       -------
                                      ----------------------------------------
                                      My commission expires:
                                                            -----------

?? 

Basic Info X:

Name: OFFICE LEASE
Type: Lease
Date: Aug. 14, 1996
Company: EMERITUS CORP\WA\
State: Washington

Other info:

Date:

  • 1st day of July , 1996
  • last month
  • Month 13
  • Paragraph 19
  • over the three subsequent years after year 1
  • thirty 30
  • 5th year
  • March 13 , 1996
  • 29th day of April , 1996

Organization:

  • defense of Lessor
  • Seafirst National Bank
  • Federal Reserve Bank
  • Memorandum of Lease
  • Airborne Freight Corporation

Location:

  • Seattle Tidelands
  • Elliott Avenue
  • Lessee
  • Washington

Money:

  • $ 17.00
  • $ 19.00
  • $ 0.00
  • $ 7.50
  • $ 8.00
  • $ 3.50
  • $ 1.75

Person:

  • 3131 Elliott Avenue
  • William N. Bell
  • Lessee
  • MARTIN SELIG
  • Frank A. Ruffo
  • Catherine L. Pasquan

Percent:

  • 95 %
  • seven percent
  • 7 %
  • eight percent
  • 8 %
  • ten percent
  • 10 %
  • nine percent
  • 9 %
  • twenty-four percent 24 %
  • three percent
  • 3 %
  • five percent 5 %
  • one percent
  • 1 %
  • 125 %
  • 12 %