**Exhibit 10.3**

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**AMENDMENT NO. 2 TO LOAN AGREEMENT**

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**THIS AMENDMENT NO. 2 TO LOAN AGREEMENT** (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”).

 

**RECITALS**

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WHEREAS, Borrower and Lender (collectively, the “Parties”)are parties to that certain Loan Agreement, dated as of July 9, 2008, asamended by that certain Amendment No. 1 to Loan Agreement, dated as of April 14,2009 (as amended, the “Loan Agreement”);

 

WHEREAS, the Parties have determined that it is intheir respective best interests to amend the Loan Agreement as specifiedherein; and

 

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

 

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**

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1.                                       The definitionof “Put Right” in the Loan Agreement is hereby amended and restated as follows:

 

“**Put Right:**  Means Lender’s right to declare the unpaidLoan Amount, including any remaining interest and any other amounts due andpayable under the Loan Documents, immediately due and payable at any timefollowing October 14, 2010 and prior to the date which istwenty-four (24) months after the Closing Date, subject to Lenderproviding written notification to Borrower of its exercise of the Put Right atleast one hundred and eighty (180) days in advance.  Lender may not provide notification of itsexercise of the Put Right prior to October 14, 2010.”

 

2.                                       Except asexpressly set forth in this Amendment, the Loan Agreement (as amended to date)shall remain in full force and effect and shall not be deemed to have beenmodified or amended by this Amendment. Each of the Parties understands and agrees that by executing anddelivering this Amendment the other Parties do not hereby waive any of theirrespective rights or remedies under the Loan Agreement (as amended to date).

 

3.                                       From and afterthe date hereof, all references in the Loan Agreement and each of the otherLoan Documents to the Loan Agreement shall be deemed to be references to theLoan Agreement as modified hereby. This Amendment shall constitute a LoanDocument for all purposes under the Loan Agreement and the other LoanDocuments.

 

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4.                                       This Amendment,together with the Loan Agreement (as amended to date), constitutes the entireunderstanding of the Parties with respect to the subject matter hereof, and anyother prior or contemporaneous agreements, whether written or oral, withrespect thereto are expressly superseded 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 TOAMENDMENT NO. 2 TO LOAN AGREEMENT]

 

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