<PAGE>

                                                                   EXHIBIT 10.37


                               FIRST AMENDMENT TO
                  AGREEMENT FOR SALE OF NURSING HOME PROPERTIES


                  This First Amendment to Agreement for Sale of Nursing Home
Properties (this "Amendment") is made and entered into as of the 30th day of
August, 2001, by and among the Entities set forth on Schedule 1 hereto
(collectively, the "Beverly Entities") and FC Properties, LLC, a Florida limited
liability company (f/k/a NMC of Florida, LLC, a Florida limited liability
company) ("Buyer").


                                   WITNESSETH:

                  WHEREAS, the Beverly Entities and Buyer are parties to that
certain Agreement for Sale of Nursing Home Properties, dated as of July 13,
2001, as amended by that certain Addendum to Agreement for Sale of Nursing Home
Properties, dated as of July 13, 2001 (as further amended, supplemented or
otherwise modified from time to time, the "Purchase Agreement"; capitalized
terms not otherwise defined herein shall have the definitions provided therefore
in the Purchase Agreement); and

                  WHEREAS, the Beverly Entities and Buyer wish to amend the
Purchase Agreement as more specifically provided herein.

                  NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

1. Amendments to the Purchase Agreement.

         a. Section 2.3.4. Section 2.3.4 of the Purchase Agreement is hereby
amended and restated in its entirety to read as follows:

                  On or before July 18, 2001, Buyer shall increase the Escrowed
                  Deposit by the amount of One Million Six Hundred Thousand
                  Dollars ($1,600,000) (the "Additional Deposit").
                  Notwithstanding anything to the contrary contained herein, on
                  August 27, 2001, the Diligence Deposit shall become the
                  exclusive property of the Beverly Entities and shall cease to
                  be any part of the Deposit. On or before August 31, 2001,
                  Buyer shall increase the Escrowed Deposit by the amount of
                  Five Hundred Thousand Dollars ($500,000) (also, the
                  "Additional Deposit"). On or before September 15, 2001, Buyer
                  shall increase the Escrowed Deposit by the amount of One
                  Million Dollars ($1,000,000) (also, the "Additional Deposit").
                  In the event that Buyer fails to increase the Escrowed Deposit
                  by the required amounts on or before July 18, 2001, August 31,
                  2001, or September 15, 2001, as applicable, the Beverly
                  Entities may terminate this Agreement by providing written
                  notice to Buyer and the Beverly Entities may retain the
                  Deposit (including, without limitation, the Diligence
                  Deposit), and neither party shall have


<PAGE>


                  any other liability hereunder of any nature whatsoever to the
                  other party, including, without limitation, any liability for
                  damages.

         b. Section 4.1 (Form of Sublease or Assignment). Section 4.1 of the
Purchase Agreement is hereby amended by adding the following new sentence at the
end thereof:

                  Notwithstanding anything to the contrary contained herein, the
                  applicable Beverly Entity shall assign its interest in the
                  Lease of Facility #803, Beverly Health and
                  Rehabilitation--Tarpon Springs pursuant to a Lease Assignment,
                  with appropriate modifications being made to provide for the
                  security deposit described in Section 4.2 hereof (the "Tarpon
                  Springs Lease Assignment").

         c. Section 4.2 (Security Deposits under the Subleases). Section 4.2 of
the Purchase Agreement is hereby amended and restated in its entirety to read as
follows:

                  At the Closing, in accordance with Schedule 4.2, Buyer shall
                  deposit with the Beverly Entities cash or an irrevocable
                  letter of credit, from an institution and in a form acceptable
                  to the Beverly Entities, in an amount equal to six (6) months
                  of the aggregate base rent under the Subleases plus six (6)
                  months of payments under the Management Agreement plus six (6)
                  months of the aggregate base rent under the lease assigned to
                  Buyer pursuant to the Tarpons Springs Lease Assignment, to be
                  held by the Beverly Entities pursuant to the terms of the
                  Subleases, the Tarpon Springs Lease Assignment and the
                  assignment and assumption of the Management Agreement (the
                  "Security Deposit") as security for every Sublease and the
                  Beverly Entities' contingent liability under the Lease
                  assigned pursuant to the Tarpon Springs Lease Assignment and
                  the Beverly Entities' contingent liability under the
                  Management Agreement. The Security Deposit shall be held by
                  the Beverly Entities until expiration of the Subleases, the
                  Lease assigned pursuant to the Tarpon Springs Lease Assignment
                  and the Management Agreement or termination of or release of
                  the Beverly Entities from all liability under the applicable
                  Leases and the Management Agreement.

         d. Section 8.2.12 (Financing Commitments). Section 8.2.12 of the
Purchase Agreement is hereby amended and restated in its entirety to read as
follows:

                  On or before the fifth (5th) day after the execution and
                  delivery of this Agreement by all parties hereto, Buyer shall
                  deliver to the Beverly Entities a true, correct and complete
                  copy of its fully executed loan application (which shall
                  contain, among other things, all conditions precedent to the
                  funding of such loans) for senior and junior debt to finance
                  the Purchase Price, subject to the last sentence of this
                  paragraph. On or before the thirtieth (30th) day after the
                  execution and delivery of this Agreement by all parties
                  hereto, Buyer shall deliver to the Beverly Entities a written,
                  signed acknowledgement, in form and substance reasonably
                  acceptable to the Beverly Entities, by each of its senior and
                  junior lenders (subject to the last sentence of this Section)
                  financing the Purchase Price, describing the status of such
                  lender's diligence process and stating that based on the
                  diligence it has


                                       2
<PAGE>


                  performed to such date, such lender knows of no state of facts
                  that could reasonably be expected to prevent it from funding
                  the senior and junior loans, as applicable (each, a "Comfort
                  Letter"). Attached hereto as Exhibit N and Exhibit O are
                  letters, in form and substance satisfactory to the Beverly
                  Entities, that have been delivered by Buyer's senior and
                  junior lenders. Upon learning of any problems, issues or
                  concerns discovered by Buyer's senior and/or junior lenders in
                  the course of such lenders' diligence process with respect to
                  the Facilities, including, without limitation, any problems,
                  issues or concerns identified by third-party consultants,
                  Buyer shall promptly inform the Beverly Entities of such
                  problems, issues or concerns. Buyer shall use its reasonable
                  efforts to keep itself informed of the results of the lenders'
                  diligence process in a timely manner and shall cooperate with
                  any efforts by the Beverly Entities to obtain further
                  information relating to any problems, issues or concerns
                  raised by the lenders' diligence process. Buyer shall meet
                  with and/or discuss with the Beverly Entities such problems,
                  issues or concerns, and Buyer shall cooperate with and assist
                  the Beverly Entities to meet with and/or discuss such
                  problems, issues or concerns directly with the lenders. On or
                  before September 6, 2001, Buyer shall deliver to the Beverly
                  Entities copies of final appraisals for each of the
                  Facilities. On or before 5:00 p.m. Central Time, September 15,
                  2001, Buyer shall deliver to the Beverly Entities a written,
                  signed acknowledgement from each of its senior and junior
                  lender(s) financing the Purchase Price that such lender(s)
                  have completed all diligence, that the results of such
                  diligence are satisfactory to such lenders and that such
                  lenders have received all approvals required for the funding
                  of such loans (the "Approval Letters").

                  Buyer's failure to timely deliver the final appraisals or the
                  Approval Letters shall permit the Beverly Entities, at their
                  option, by written notice to Buyer delivered to Buyer not
                  later than the fifth (5th) business day after the required
                  date for such delivery by Buyer, to terminate this Agreement.
                  For all other requirements of Buyer under this Section 8.2.12,
                  in the event that Buyer fails to perform, the Beverly Entities
                  shall give Buyer notice of Buyer's failure to perform,
                  including a reasonably detailed explanation of the required
                  obligation and requested steps for Buyer to take to perform
                  such obligation. Upon such notice, Buyer shall have three (3)
                  business days to either (i) perform the required obligation or
                  (ii) provide to the Beverly Entities a plan reasonably
                  acceptable to the Beverly Entities outlining Buyer's proposed
                  manner of performing the required obligation. If Buyer shall
                  fail to timely act under either clause (i) or clause (ii) of
                  the immediately preceding sentence or to diligently pursue the
                  plan described in clause (ii), then the Beverly Entities may,
                  at their option, by written notice to Buyer delivered to Buyer
                  not later than the fifth (5th ) business day after the
                  required date for such performance by Buyer, terminate this
                  Agreement. If the Beverly Entities have not timely terminated
                  this Agreement pursuant to this paragraph, such termination
                  rights shall be waived.

                  In the event of any termination pursuant to the preceding
                  paragraph, the Escrow Agent shall pay the Escrowed Deposit to
                  Buyer and the Beverly Entities shall


                                       3
<PAGE>


                  retain the Diligence Deposit. Notwithstanding anything herein
                  to the contrary, the aggregate contributions from the senior
                  and junior lenders (net of all origination, commitment and
                  other fees, prepayments, reserves and other deductions of any
                  nature whatsoever) available to Buyer to finance the Purchase
                  Price and any other amounts owing by Buyer hereunder at the
                  Closing shall total at least One Hundred Fifty Million Dollars
                  ($150,000,000), and all deliveries by Buyer under this Section
                  8.2.12 shall evidence such availability or Buyer shall be
                  deemed not to have made the deliveries required hereunder;
                  provided, however that nothing herein shall obligate Buyer to
                  actually incur junior or mezzanine financing at Closing if all
                  funds that would have been provided by such junior or
                  mezzanine financing are replaced with equity contributions
                  obtained by Buyer (other than pursuant to Section 9.6 hereof).

         e. Section 14.20. The following new subsection 14.20 is hereby added to
the Purchase Agreement in proper numerical order:

                  14.20 Interests in Operators. In the event of any termination
                  of this Agreement, other than a termination of this Agreement
                  as a result of a material breach by the Beverly Entities that
                  is reasonably within their control, including, without
                  limitation, a termination by the Beverly Entities pursuant to
                  Section 8.2.12 hereof, Buyer shall, no later than fifteen (15)
                  days after the date of any such termination, transfer and
                  assign, or cause to be transferred and assigned, to an entity
                  or entities to be designated by the Beverly Entities all of
                  the ownership interests in Noble Health Care, LLC ("Noble")
                  and Cabernet Health Care LLC ("Cabernet" and, together with
                  Noble, the "Transferred Entities") together with all of the
                  Transferred Entities' direct and indirect subsidiaries
                  including, without limitation, the entities that have filed
                  applications for licensing with the Department pursuant to
                  this Agreement (including, without limitation, pursuant to
                  Section 8.2.1 hereof) (collectively, the "Subsidiaries"). At
                  the time of such transfer or assignment, none of the
                  Transferred Entities or the Subsidiaries shall have or be
                  subject to any liabilities, other than in connection with the
                  transition and operation of the Facilities. Upon any such
                  transfer or assignment, the Beverly Entities shall reimburse
                  Buyer for the amount that Buyer is required to pay to the
                  Transferred Entities and/or the Subsidiaries for actual,
                  out-of-pocket and reasonably documented costs incurred by the
                  Transferred Entities and the Subsidiaries for license
                  application filing fees, formation fees for the Transferred
                  Entities and the Subsidiaries, the cost of financial statement
                  preparation for the license applications and other license
                  application preparation costs; provided, however, that the
                  Beverly Entities shall not be required to reimburse Buyer for
                  any amounts paid by the Transferred Entities and/or the
                  Subsidiaries for legal and accounting fees in connection with
                  review of the foregoing and analyzing and creating the
                  structure of the Transferred Entities and the Subsidiaries;
                  and provided, further, that in no event shall the Beverly
                  Entities be required to reimburse Buyer in an amount in excess
                  of $800,000 hereunder. If the Beverly Entities pay any such
                  amounts directly to the owner of the Transferred Entities
                  and/or


                                       4
<PAGE>


                  the Subsidiaries (the "TE Owner") with respect to the transfer
                  of the Transferred Entities and/or the Subsidiaries, the
                  Beverly Entities shall not be required to pay such amounts to
                  Buyer; provided that if the amount payable by the Beverly
                  Entities to the TE Owner with respect to the transfer of the
                  Transferred Entities and/or the Subsidiaries exceeds the
                  foregoing amount that they are required to pay pursuant to
                  this paragraph, then Buyer shall upon demand of the Beverly
                  Entities promptly make the payment of such excess amount to
                  the TE Owner; provided further that if Buyer fails to make
                  such payment to the TE Owner pursuant to the immediately
                  preceding clause within five (5) days of such demand, then the
                  Beverly Entities may pay such amount to the TE Owner and Buyer
                  shall reimburse the Beverly Entities for any such payment.

         f. Section 10.2.8 (Pharmerica Contract). All references to the date
"August 15, 2001" in Section 10.2.8 of the Purchase Agreement are hereby amended
to be "5:00 p.m. Central Time, September 7, 2001".

         g. Exhibits A-1 and A-2. On or before the Closing Date under the
Purchase Agreement, the Beverly Entities shall purchase fee title to Facility
#4132, Beverly Healthcare--Evans, in the City of Fort Myers, Florida, at which
time Exhibit A-1 and Exhibit A-2 of the Purchase Agreement shall be amended to
reflect Facility #4132 as an Owned Facility and no longer as a Leased Facility
under the Purchase Agreement.

         h. Exhibit C. Exhibit C of the Purchase Agreement is hereby amended and
restated in its entirety to read as Exhibit C attached hereto.

         i. Exhibit N. A new Exhibit N is hereby added to the Purchase Agreement
in the form of the Exhibit N attached hereto.

         j. Exhibit O. A new Exhibit O is hereby added to the Purchase Agreement
in the form of the Exhibit O attached hereto.

2. Reaffirmation of Obligations. Buyer hereby acknowledges and agrees that (i)
the period for due diligence on the financial statements provided in Section
12.2 of the Purchase Agreement has terminated, (ii) Buyer has not terminated the
Purchase Agreement and (iii) any termination rights Buyer may have had under
Section 12.2 of the Purchase Agreement have terminated and are no longer of any
force or effect.

3. Acknowledgments.

         a. Proposed Operators. The Beverly Entities acknowledge and agree that
Florida Health Care Properties, LLC, a Florida limited liability company, is
approved as a "Proposed Operator" under Section 8.2.15 of the Purchase
Agreement.

         b. Aegis Contract. The Beverly Entities acknowledge and agree that
Buyer has satisfied its obligations under Section 10.2.9 (Aegis Contract) of the
Purchase Agreement.

         c. Operating Lease. The Beverly Entities acknowledge and agree that
Buyer has satisfied its obligations under Section 8.2.15(b) of the Purchase
Agreement.


                                       5
<PAGE>


         d. Comfort Letters. The Beverly Entities acknowledge and agree that
Buyer has satisfied its obligations under Section 8.2.12 of the Purchase
Agreement solely with respect to the delivery of the Comfort Letters.

         e. Licensure Notices. Buyer acknowledges and agrees that the Beverly
Entities have satisfied their obligations under Section 8.1.12 of the Purchase
Agreement solely with respect to the delivery of notice to the Department.

         f. Schedule 1.4.8. Buyer acknowledges and agrees that the Beverly
Entities have satisfied their obligations under Section 1.4.8 of the Purchase
Agreement to deliver Schedule 1.4.8.

         g. Schedule 7.1.21. Buyer acknowledges and agrees that the Beverly
Entities have satisfied their obligations under Section 7.1.21 of the Purchase
Agreement to deliver Schedules 7.1.21(a)-(f).

         h. PTO Schedule. Buyer acknowledges and agrees that the Beverly
Entities have satisfied their obligations under Section 8.1.10 of the Purchase
Agreement to deliver the PTO Schedule.

4. Miscellaneous.

         a. Captions. Section captions used in this Amendment are for
convenience only, and shall not affect the construction of this Amendment.

         b. Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of Florida, without regard to conflict of laws
principles. Whenever possible each provision of this Amendment shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Amendment shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Amendment.

         c. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Amendment.

         d. Successors and Assigns. This Amendment shall be binding upon Buyer
and the Beverly Entities and their respective successors and assigns, and shall
inure to the sole benefit of Buyer and the Beverly Entities and the successors
and assigns of Buyer and the Beverly Entities.

         e. References. Any reference to the Purchase Agreement contained in any
notice, request, certificate, or other document executed concurrently with or
after the execution and delivery of this Amendment shall be deemed to include
this Amendment unless the context shall otherwise require.


                                       6
<PAGE>


         f. Continued Effectiveness. Notwithstanding anything contained herein,
the terms of this Amendment are not intended to and do not serve to effect a
novation as to the Purchase Agreement. The Purchase Agreement as amended hereby
remains in full force and effect.


                            [SIGNATURE PAGES FOLLOW]





                                       7
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on their respective behalf, by their respective duly authorized
officers, as of the date first above written.


FC PROPERTIES, LLC, a Florida limited        BEVERLY ENTERPRISES - FLORIDA,
liability company (f/k/a NMC of Florida,     INC.,
LLC, a Florida limited liability company)    a California corporation

     By: Formation Capital, LLC, its sole    By:
     manager                                    --------------------------------
                                             Name:
         By:                                      ------------------------------
            -----------------------------    Title:
         Name:                                     -----------------------------
              ---------------------------
         Title:
               --------------------------




BEVERLY HEALTH AND                           BEVERLY SAVANA CAY MANOR, INC.,
REHABILITATION SERVICES, INC.,               a California corporation
a California corporation

By:                                          By:
   --------------------------------------       --------------------------------
Name:                                        Name:
     ------------------------------------         ------------------------------
Title:                                       Title:
      -----------------------------------          -----------------------------





VANTAGE HEALTHCARE                           PETERSEN HEALTH CARE, INC.,
CORPORATION,                                 a Florida corporation
a Delaware corporation


By:                                          By:
   --------------------------------------       --------------------------------
Name:                                        Name:
     ------------------------------------         ------------------------------
Title:                                       Title:
      -----------------------------------          -----------------------------


               [SIGNATURE PAGE TO AMENDMENT TO PURCHASE AGREEMENT]


                                       S-1
<PAGE>



                                   SCHEDULE 1

                                BEVERLY ENTITIES



BEVERLY ENTERPRISES - FLORIDA, INC., a California corporation

BEVERLY HEALTH AND REHABILITATION SERVICES, INC., a California corporation

BEVERLY SAVANA CAY MANOR, INC., a California corporation

VANTAGE HEALTHCARE CORPORATION, a Delaware corporation

PETERSEN HEALTH CARE, INC., a Florida corporation





<PAGE>




                                    EXHIBIT C
                        ALLOCATION OF THE PURCHASE PRICE












                                    Exhibit C

<PAGE>


                                    EXHIBIT N
                          FORM OF SENIOR LENDER LETTER



















                                    Exhibit N

<PAGE>


                                    EXHIBIT O
                          FORM OF JUNIOR LENDER LETTER






















                                    Exhibit O