**Exhibit 10.2**

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**AMENDMENT NO. 1 TO PROMISSORY NOTE**

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**THIS AMENDMENT NO. 1 TO PROMISSORY NOTE** (this “Amendment”)is entered into as of February 10, 2010, by and between BROTMAN MEDICALCENTER, INC., a California corporation (“Borrower”) and JHA WEST 16, LLC,a Delaware limited liability company (“Lender” and, together withBorrower, the “Parties”).

 

**RECITALS**

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WHEREAS, Borrower issued that certain PromissoryNote, dated as of April 14, 2009, to the order of Lender (as amended, the “Note”);

 

WHEREAS, the Parties have determined that it is intheir respective best interests to amend the Note as specified herein; and

 

WHEREAS, capitalized terms used, but not otherwisedefined herein, shall have the meanings given to such terms in the Note.

 

NOW, THEREFORE, in consideration of the mutualpromises herein made, and in consideration of the representations, warranties,and covenants herein contained, the Parties hereby agree as follows:

 

**AGREEMENT**

** **

1.                                       Section 1of the Note is hereby amended and restated as follows:

 

“**Maturity Date.**  The unpaid principal balance hereof, togetherwith all unpaid interest accrued thereon, and all other amounts payable byBorrower under the terms of the Loan Documents (the “**LoanBalance**”), is due and payable on the date that is the later tooccur of (i) twenty-four (24) months following the Closing Date, (ii) onehundred eighty (180) days after Lender’s exercise or deemed exercise of the PutRight, and (iii) if Lender, in its capacity as “Buyer” under the OptionAgreement, exercises the Option during the Option Period (as such period may beextended pursuant to the terms thereof), the date of the closing of thetransaction contemplated by the Option Agreement (the “**MaturityDate**”).  Notwithstandingthe foregoing, at any time following October 14, 2010 and prior to thedate which is twenty-four (24) months after the Closing Date, Lender shallhave the right to require Borrower to fully repay the Loan Balance (“**Put Right**”), provided that Lendernotifies Borrower in writing of its exercise of the Put Right at least onehundred and eighty (180) days in advance (the “**RefinancePeriod**”).  Lender may notprovide notice of its exercise of the Put Right prior to October 14,2010.  If the Maturity Date falls on aday that is not a Business Day, payment of the outstanding principal must bemade on the next succeeding Business Day and such extension of time will beincluded in computing any interest in respect of such payment.”

 

2.                                       Except asexpressly set forth in this Amendment, the Note shall remain in full force andeffect and shall not be deemed to have been modified or amended by thisAmendment.  

 

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Each of the Parties understands and agrees that byexecuting and delivering this Amendment the other Parties do not hereby waiveany of their respective rights or remedies under the Note.

 

3.                                       From and afterthe date hereof, all references in the Loan Agreement and each of the otherLoan Documents to the Note shall be deemed to be references to the Note asmodified hereby. This Amendment shall constitute a Loan Document for allpurposes under the Loan Agreement and the other Loan Documents.

 

4.                                       This Amendment,together with the Note, constitutes the entire understanding of the Partieswith respect to the subject matter hereof, and any other prior or contemporaneousagreements, whether written or oral, with respect thereto are expresslysuperseded hereby.

 

5.                                       This Amendment,the rights of the Parties hereunder and the interpretation hereof shall begoverned by, and construed in accordance with, the internal laws of the Stateof California, in all respects.  To theextent permitted by law, Borrower hereby waives any right to a trial by jury inany action relating to this Amendment.

 

6.                                       This Amendmentmay be executed in two or more counterparts, each of which shall be deemed tobe an original, but all of which shall constitute one and the sameagreement.  Any signature delivered byfacsimile or electronic mail shall be deemed to be an original signaturehereunder.

 

[*Signature page follows*]

 

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IN WITNESS WHEREOF, the Parties have caused thisAmendment to be executed by their respective officers thereunto dulyauthorized, as of the date first above written.

 
|   | **“BORROWER”  BROTMAN MEDICAL CENTER, INC.,** |
|--------|---------------------------------------------------------|
|   | a  California corporation                               |
|   |                                                    |
|   |                                                    |   |
|   | By:                                                     | /s/  Von Crockett |
|   |                                                    | Name: | Von  Crockett |
|   |                                                    | Title: | CEO |
|   |                                                    |   |
|   |                                                    |   |
|   | **“LENDER”**                                  |
|   | ** **                                              |
|   | **JHA  WEST 16, LLC,**                                  |
|   | a  Delaware limited liability company                   |
|   |                                                    |
|   | By:                                                     | JHA  Geriatric Services, Inc., |
|   |                                                    | a  California corporation |
|   | Its:                                                    | Sole  Member |
|   |                                                    |   |
|   |                                                    |   |
|   | By:                                                     | /s/  Mary M. Forrest |
|   |                                                    | Name: | Mary  M. Forrest |
|   |                                                    | Title: | CEO |

 

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO PROMISSORY NOTE]

 

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