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                                  EXHIBIT 10.6

                   RESTATED ADVISORY, ADMINISTRATIVE SERVICES
                            AND FACILITIES AGREEMENT

                                     BETWEEN

                          NATIONAL HEALTH REALTY, INC.

                                       AND

                       TENNESSEE HEALTHCARE ADVISORS, LLC

      THIS RESTATED AGREEMENT is entered into on this 1st day of August, 2005,
but is effective as of December 29, 2004, between NATIONAL HEALTH REALTY, INC.,
a Maryland corporation and its divisions, subsidiaries and partnerships in which
it serves as general partner (collectively "NHR" or "Corporation"), and
TENNESSEE HEALTHCARE ADVISORS, LLC a Tennessee limited liability company
("Advisor"), whose sole member is National HealthCare Corporation ("NHC").

      WHEREAS, the original Advisory, Administrative Services and Facilities
Agreement (the "Agreement") between the Corporation and NHC was entered into on
December 29, 1997; and

      WHEREAS, with the passage of time and changes in business activities of
NHR and NHC they have agreed to restate the agreement and certain particulars,
including (at the request of NHC) the change of its subsidiary, Tennessee
HealthCare Advisors, LLC, to become the Advisor; and

      WHEREAS, NHR is agreeable to these changes, including the substitution of
Tennessee HealthCare Advisors, LLC as Advisor, provided, however, that its
duties and responsibilities under the Restated Agreement are guaranteed by
Advisor's sole member, NHC; and

      WHEREAS, the Corporation is qualified as a real estate investment trust as
defined in the Internal Revenue Code of 1986, as amended, as the same may be
amended or modified from time to time; and

      WHEREAS, the Corporation desires to continue to avail itself of the
Advisor's experience, sources of information, advice, and assistance and of
certain personnel and facilities available to the Advisor and to have the
Advisor undertake the duties and responsibilities hereinafter set forth, on
behalf of and subject to the supervision of the Board of Directors of the
Corporation (the "Directors"), as provided herein; and

      WHEREAS, the Advisor is willing to undertake to render such services,
subject to the supervision of the Directors, on the terms and conditions
hereinafter set forth; and

      WHEREAS, the relationships established by the Advisor and the Corporation
hereunder are independent contractor relationships;

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, Corporation and Advisor agree as follows:

1.    Duties of Advisor. The Corporation hereby engages the Advisor, and the
      Advisor undertakes to use its best efforts (a) to present to the
      Corporation a continuing and suitable investment program consistent with
      the investment policies and objectives of the Corporation and investment
      opportunities of a character consistent with such investment program as
      the Directors may adopt from time to time, (b) to manage the day-to-day
      affairs and operations of the Corporation and (c) to provide such
      administrative services and facilities as are appropriate for such
      management. In performance of such undertakings, subject to the
      supervision and approval of the Directors and upon their direction, and
      consistent with the provisions of the Articles of Incorporation and Bylaws
      of the Corporation and of any policies for the Corporation from time to
      time established by the Directors after consultation with the Advisor, the
      Advisor shall:

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            i.    make or have made for the Corporation such research reports,
                  economic and statistical data, evaluations, analyses, opinions
                  and recommendations as it may deem necessary or desirable or
                  as the Directors of the Corporation may request with respect
                  to investment opportunities available to the Corporation;

            ii.   formulate a program for the investment of the Corporation's
                  assets;

            iii.  select and evaluate potential projects and investments for the
                  Corporation;

            iv.   make recommendations as to the nature, terms and amount of
                  involvement or participation in such project or investments
                  and the timing thereof;

            v.    evaluate and make recommendations as to the sale or other
                  disposition of assets of the Corporation;

            vi.   make such further recommendations as to the investments of the
                  Corporation as the Advisor may deem necessary or desirable;

            vii.  investigate and make recommendations with respect to selection
                  of and relations with consultants, lenders and others
                  (including without limitation, tenants, property managers,
                  accountants, mortgage loan originators, correspondents and
                  services, architects, engineers and other technical advisors,
                  attorneys, real estate and mortgage loan bankers, brokers and
                  dealers, corporate fiduciaries, escrow agents, depositories,
                  custodians, agents for collection, insurers, insurance agents,
                  banks, builders and developers, and persons acting in any
                  other capacity) in connection with the Corporation's
                  properties;

            viii. provide office and clerical facilities adequate for the
                  Corporation's operations and affairs;

            ix.   act, or obtain for the Corporation the services of others to
                  act, as may be required to provide accounting, auditing,
                  custodial, transfer agent, registrar and other similar
                  services, to disburse and collect the funds of the
                  Corporation, to pay the debts and fulfill the obligations of
                  the Corporation, to handle the prosecution and settlement of
                  any claims of the Corporation, to oversee, handle, prepare and
                  distribute or cause to be distributed all communications with
                  the existing and future holders of the Corporation's
                  securities, including the holders of the Corporation's Shares
                  and Debentures, and, in connection with the foregoing, to
                  investigate, select and conduct relations with custodians,
                  transfer agents, registrars, proxy solicitors, attorneys,
                  accountants, auditors, brokers and investors, and others as
                  necessary in connection with the Corporation's operations;

            x.    advise the Corporation concerning developments in the
                  healthcare and real estate investment trust industries
                  appropriate or useful to the Corporation's existing and
                  potential future business and investments;

            xi.   make recommendations to the Directors as to appropriate
                  distributions by the Corporation to its stockholders; and

            xii.  maintain or cause to be maintained records of activities
                  reasonably requested by the Corporation.

            The foregoing duties of Advisor will also be rendered, for no
additional fee, to entities directly or indirectly controlled by the
Corporation, including but not limited to NHR/OP, L.P. and its subsidiaries.

2.    Delegation. With the consent of the Directors from time to time, the
      Advisor may delegate to or use the services of any third party, including
      any affiliate of the Advisor, in performing its duties hereunder provided
      that such third party is subject to the supervision of the Advisor.

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3.    No Partnership or Joint Venture. The Corporation and the Advisor are not
      partners or joint venturers with each other and nothing herein shall be
      construed so as to make them such partners or joint venturers or impose
      any liability as such on either of them.

4.    Records. At all times, the Advisor shall keep proper books of account and
      records relating to services performed hereunder, which books of account
      and records shall be accessible for inspection by the Corporation at any
      time during ordinary business hours. Annually, and more frequently as
      reasonably requested by the Directors, the Advisor shall report to the
      Directors its estimated costs in providing the services for the
      Corporation hereunder (by category of services to the extent practicable)
      and provide the Directors with such information as is reasonably
      obtainable by the Advisor concerning the cost to other real estate
      investment trusts specializing in healthcare facility investments of
      administrative and advisory services comparable to those that are the
      subject matter of this Agreement in order that the Directors may evaluate
      the performance of the Advisor and the efficiency of the arrangements
      provided for in this Agreement.

5.    Qualification as a Real Estate Investment Trust. Anything else in this
      Agreement to the contrary notwithstanding, the Advisor shall refrain from
      any action which, in its sole judgment made in good faith or in the
      judgment of the Directors of which the Advisor has written notice, would
      adversely affect the status of the Corporation as a real estate investment
      trust as defined and limited in Sections 856-860 of the Internal Revenue
      Code of 1986, as amended, which would violate any law, rule, regulation or
      statement of policy or any governmental body or agency having jurisdiction
      over the Corporation or over its securities, or which would otherwise not
      be permitted by the Corporation's Articles of Incorporation and Bylaws.

6.    Bank Accounts. The Advisor, at the expense of the Corporation, may
      establish and maintain one or more bank accounts in the Corporation's
      name, and may collect and deposit into any such account or accounts, and
      disburse from any such account or accounts, any money on behalf of the
      Corporation, under such terms and conditions as the Directors may approve,
      provided that no funds in any such account shall be commingled with funds
      of the Advisor; and the Advisor shall from time to time render appropriate
      accounting of such collections and payments to the Directors and to the
      auditors of the Corporation.

7.    Bond. The Advisor, if and to the extent that the Directors require shall
      maintain a fidelity bond with a responsible surety company in such amount
      as may be required by the Directors from time to time, covering all
      directors, officers, employees and agents of the Advisor handling funds of
      the Corporation and any investment documents or records pertaining to
      investments of the Corporation. Such bond shall inure to the benefit of
      the Corporation in respect of losses of any such property from acts of
      such Directors, officers, employees and agents through theft,
      embezzlement, fraud, negligence, error or omission or otherwise. The
      premium for said bond shall be an expense of the Corporation.

8.    Information Furnished Advisor. The Directors shall at all times keep the
      Advisor fully informed with regard to the investment policy of the
      Corporation, the capitalization policy of the Corporation and generally
      their then current intentions as to the future of the properties and other
      investments of the Corporation. In particular, the Directors shall notify
      the Advisor promptly of their intention to sell or otherwise dispose of
      any of the Corporation's investments or to make any new investment. The
      Corporation shall furnish the Advisor with a certified copy of all
      financial statements, a signed copy of each report prepared by the
      independent certified public accountants and such other information with
      regard to the Corporation's affairs as the Advisor may from time to time
      reasonably request.

9.    Consultation and Advice. In addition to the services described above, the
      Advisor shall consult with the Directors, and shall, at the request of the
      Directors or the officers of the Corporation, furnish advice and
      recommendations with respect to other aspects of the business and affairs
      of the Corporation. In general, the Advisor shall inform the Directors of
      any factors which come to its attention which would influence the policies
      of the Corporation, except to the extent that giving such information
      would involve a breach of fiduciary duty.

10.   Compensation to Advisor. The Corporation shall pay the Advisor for its
      services hereunder the greater of i) two and one-half percent (2.5%) of
      Corporation's consolidated gross revenues calculated according to
      generally accepted accounting principles, or ii) $500,000. Advisor's
      compensation shall be payable in

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      monthly installments on the last day of each month, adjusted annually upon
      completion of audit.

11.   Expenses of the Advisor. Except as provided in Section 12 and without
      regard to the amount of compensation received hereunder by the Advisor,
      the Advisor shall pay all expenses in performing its obligations
      hereunder, including and in addition to the following expenses:

      a.    the cost of any accounting, statistical or bookkeeping equipment and
            services necessary for the maintenance of the books and records of
            the Corporation;

      b.    employment expenses of all personnel of the Advisor and all
            expenses, including travel expenses, of the Advisor, incidental to
            the investigation and acquisition of properties for the Corporation
            prior to the time the investment is made by the Corporation;

      c.    advertising and promotional expenses incurred in seeking and
            disposing of investments for the Corporation;

      d.    rent, telephone, utilities, office furniture and furnishings and
            other office expenses incurred by or allocable to the Advisor for
            its own benefit and account regardless of whether incurred or used
            in connection with rendering the services to the Corporation
            provided for in this Agreement;

      e.    all miscellaneous administrative and other expenses of the Advisor,
            whether or not relating to the performance by the Advisor of its
            functions hereunder.

12.   Expenses of the Corporation. The Corporation shall pay the following
      expenses of the Corporation (except to the extent that the Advisor is
      responsible for any such expenses as tenant of any property leased from
      the Corporation):

      a.    dividends;

      b.    the cost of money borrowed by the Corporation, including interest on
            debentures;

      c.    taxes on income and taxes and assessments on real property and all
            other taxes applicable to the Corporation, including without
            limitation, franchise and excise fees;

      d.    except as otherwise provided in Section 11 hereof, all ordinary and
            necessary expenses incurred with respect to and allocable to the
            prudent operation and business of the Corporation, including without
            limitation, any fees, salaries and other employment costs, taxes and
            expenses paid to Directors, officers and employees of the
            Corporation who are not also employees of the Advisor;

      e.    fees and expenses paid to independent contractors, appraisers,
            consultants, attorneys, managers and other agents retained by or on
            behalf of the Corporation and expenses directly connected with the
            acquisition, financing, refinancing, disposition and ownership of
            real estate interests or of other property (including insurance
            premiums, legal services, brokerage and sales commissions,
            maintenance, repair and improvement of property);

      f.    insurance as required by the Directors (including Directors' and
            Officers' liability insurance);

      g.    expenses connected with payments of dividends or distributions in
            cash or any other form made or caused to be made by the Directors to
            shareholders of the Corporation and expenses connected with payments
            of interest to holders of the Corporation's Debentures;

      h.    all expenses connected with communications to holders of securities
            of the Corporation and the other bookkeeping and clerical work
            necessary in maintaining relations with holders of securities,
            including the cost of printing and mailing certificates for
            securities and proxy solicitation materials and reports of the
            Corporation's securities;

      i.    transfer agent's, registrar's, dividend disbursing agent's, dividend
            reinvestment plan agent's and

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            indenture trustee's fees and charges;

      j.    legal, auditing fees, Section 404 certification fees, costs and
            expenses of the Corporation; and

      k.    legal, auditing, accounting, underwriting, brokerage, listing,
            registration and other fees and printing, engraving and other
            expenses and taxes incurred in connection with the organization or
            financing of the Corporation, or for the issuance, distribution,
            transfer, registration and listing of the Corporation's securities.

13.   Other Activities of the Advisor. Nothing herein contained shall prevent
      the Advisor or any of its officers, directors or employees or any of its
      affiliates from engaging in other business activities related to real
      estate investments, from undertaking investments permitted of them by the
      Corporation's Bylaws or from acting as advisor to any other person or
      entity even though having investment policies similar to the Corporation,
      and the Advisor and its officers, directors or employees and any of its
      Affiliates shall be free from any obligation to present to the Corporation
      any particular investment opportunity which comes to the Advisor or such
      persons, regardless of whether such opportunity is within the
      Corporation's investment policies; provided, however, that when the
      Advisor has the ability to present a particular investment opportunity
      which is suitable for purchase by the Corporation and any other entities
      as to which the Advisor has advisory responsibility, the Advisor will
      review the investment portfolio of each entity and will decide which
      entity will acquire a particular property on the basis of such factors as
      it deems appropriate including, among others, cashflow, the effect of the
      acquisition on diversification of the portfolio of each, the estimated
      income tax effects of the purchase, the amount of funds available and the
      length of time such funds have been available for investment. In the event
      a particular property is equally appropriate for investment by more than
      one entity, the Advisor will offer the investment to the entity whose
      funds have been available for the longest period of time.

14.   Term; Termination of Agreement. This Agreement shall continue in force
      from the date hereof for an indefinite term; provided that either party
      may terminate this Agreement upon written notice of termination given to
      the other party at least ninety days prior to the effective date of such
      termination; provided, further, that the Corporation may terminate this
      Agreement at any time upon the continuation of any event described in
      Section 17 hereof or otherwise for cause. Upon termination of this
      Agreement for any reason the Advisor shall cooperate with the Corporation
      to provide for an orderly transition.

15.   Amendments. This Agreement shall not be changed, modified, terminated or
      discharged in whole or in part except by an instrument in writing signed
      by both parties hereto, or their respective successors or assigns, or
      otherwise as provided herein.

16.   Assignment. This agreement shall not be assigned or otherwise transferred
      by the Advisor without the prior written consent of a majority of the
      Directors, including a majority of the Directors not affiliated with the
      Advisor. This Agreement shall not be assigned by the Corporation without
      the consent of the Advisor, except in the case of assignment by the
      Corporation to a corporation, association, trust or other organization
      which is a successor to the Corporation. Such successor shall be bound
      hereunder and by the terms of said assignment in the same manner as the
      Corporation is bound hereunder.

17.   Default, Bankruptcy, etc. At the option solely of the Corporation upon
      vote of a majority of its Directors, this Agreement shall be and become
      terminated immediately upon written notice of termination from the
      Corporation to the Advisor if any of the following events shall occur:

      a.    If the Advisor shall violate any provision of this Agreement, and
            after notice of such violation shall not cure such default within
            thirty days; or

      b.    If the Advisor shall be adjudged bankrupt or insolvent by a court of
            competent jurisdiction, or an order shall be made by a court of
            competent jurisdiction for the appointment of a receiver, liquidator
            or trustee of the Advisor or of all or substantially all of its
            property by reason of the foregoing, or approving any petition filed
            against the Advisor for its reorganization, and such adjudication or
            order shall remain in force or unstayed for a period of thirty days;
            or

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      c.    If the Advisor shall institute proceedings for voluntary bankruptcy
            or file a petition seeking reorganization under the Federal
            bankruptcy laws, or for relief under any law for the relief of
            debtors, or shall consent to the appointment of a receiver of itself
            or of all or substantially all its property, or shall make a general
            assignment for the benefit of creditors, or shall admit in writing
            its inability to pay its debts generally, as they become due.

      The Advisor agrees that if any event specified in subsections (b) and (c)
of this Section 17 shall occur, it will give written notice thereof to the
Directors within seven (7) days after the occurrence of such event.

18.   Action Upon Termination. From and after the effective date of termination
      of this Agreement, pursuant to Section 14, 16 or 17 hereof, the Advisor,
      except as provided in Section 10, shall not be entitled to compensation
      for further services hereunder but shall be paid all compensation accruing
      to the date of termination. The Advisor shall forthwith upon such
      termination:

      a.    pay over to the Corporation all moneys collected and held for the
            account of the Corporation pursuant to this Agreement, after
            deducting any accrued compensation and reimbursement for its
            expenses to which it is then entitled;

      b.    deliver to the Directors a full accounting, including a statement
            showing all payments collected by it and a statement of all moneys
            held by it, covering the period following the date of the last
            accounting furnished to the Directors;

      c.    deliver to the Directors all property and documents of the
            Corporation then in the custody of the Advisor in its capacity as
            such; and

      d.    cooperate with the Directors to provide an orderly management
            transition.

19.   Miscellaneous. The Advisor assumes no responsibility under this Agreement
      other than to render the services called for hereunder in good faith, and
      shall not be responsible for any action of the Directors in following or
      declining to follow any advice or recommendations of the Advisor. Neither
      party nor its partners nor any shareholders, directors, officers or
      employees of any of its partners shall be liable to the other party, its
      Directors, the holders of securities of the Corporation or to any
      successor or assign of the Corporation for any act taken in good faith and
      in a manner reasonably believed by the person acting on behalf of the
      party to be in the best interests of the party, or for any other act
      except an act constituting bad fath, willful misfeasance, gross negligence
      or reckless disregard of its duties.

20.   Notices. Any notice, report or other communication required or permitted
      to be given hereunder shall be in writing unless some other method of
      giving such notice, report or other communication is accepted by the party
      to whom it is given, and shall be given by being delivered at the
      following addresses of the parties hereto:

      The Corporation:  Robert G. Adams
                        National Health Realty, Inc.
                        100 Vine Street, Suite 1400
                        Murfreesboro, Tennessee 37130

      The Advisor:      R. Michael Ussery
                        Tennessee HealthCare Advisors
                        100 Vine Street, Suite 1400
                        Murfreesboro, Tennessee 37130

      Either party may at any time give notice in writing to the other party of
a change of its address for the purpose of this Section 20.

21.   Headings. The section headings hereof have been inserted for convenience
      of reference only and shall not be construed to affect the meaning,
      construction or effect of this Agreement.

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22.   Governing Law. The provisions of this Agreement shall be construed and
      interpreted in accordance with the laws of the State of Tennessee as at
      the time in effect.

      IN WITNESS WHEREOF, the Corporation and the Advisor, each by a duly
authorized officer have signed and delivered this Agreement under their
respective corporate seals all as of the day and year first above written.

                                NATIONAL HEALTH REALTY, INC.

                                By /s/ Robert G. Adams
                                   -----------------------------------
                                Name: Robert G. Adams
                                Title: President

                                TENNESSEE HEALTHCARE ADVISORS

                                By /s/ R. Michael Ussery
                                   -----------------------------------
                                Name: R. Michael Ussery
                                Title: Vice President & Secretary

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