**Exhibit
      10.24.2**




[Summerville
        Portfolio/ACMC Acquisition]
 
 
 **FIRST
        AMENDMENT TO AMENDED**
 **AND
        RESTATED MASTER LEASE**
 
 THIS
        FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this "Amendment") is
        made
        and entered into as of September 1, 2005 (the "Effective Date"), by and among
        HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"),
        WESTMINSTER HCP, LLC, a Delaware limited liability company ("Westminster
        HCP"),
        TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("Texas HCP"), HCP
        AL OF
        FLORIDA, LLC, a Delaware limited liability company ("HCP AL") (HCP, Westminster
        HCP, Texas HCP, and HCP AL shall be referred to herein, collectively, as
        their
        interests may appear, as "Lessor"), on the one hand, and LH ASSISTED LIVING,
        LLC, a Delaware limited liability company ("LHAL LLC"), SUMMERVILLE AT COBBCO,
        INC., a California corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH,
        L.L.C., a New Jersey limited liability company ("Hillsborough LLC"), SUMMERVILLE
        AT OCOEE, INC., a Delaware corporation ("Ocoee Inc."), SUMMERVILLE AT PORT
        ORANGE, INC., a Delaware corporation ("Port Orange Inc."), SUMMERVILLE AT
        PRINCE
        WILLIAM, INC., a Delaware corporation ("Prince William Inc."), SUMMERVILLE
        AT
        STAFFORD, L.L.C., a New Jersey limited liability company ("Stafford LLC"),
        SUMMERVILLE AT VOORHEES, L.L.C., a New Jersey limited liability company
        ("Voorhees LLC"), SUMMERVILLE AT WESTMINSTER, INC., a Maryland corporation
        ("Westminster Inc."), SUMMERVILLE AT PINELLAS PARK, LLC, a Delaware limited
        liability company ("Pinellas LLC"), SUMMERVILLE AT OCALA WEST, LLC, a Delaware
        limited liability company ("Ocala West LLC"), SUMMERVILLE AT CY-FAIR ASSOCIATES,
        L.P., a Delaware limited partnership ("CY-Fair LP"), SUMMERVILLE AT FRIENDSWOOD
        ASSOCIATES, L.P., a Delaware limited partnership ("Friendswood LP"), SUMMERVILLE
        AT NEW PORT RICHEY, LLC, a Delaware liability company ("New Port Richey LLC"),
        SUMMERVILLE AT LAKELAND, LLC, a Delaware liability company ("Lakeland LLC"),
        SUMMERVILLE AT ST. AUGUSTINE LLC, a Delaware liability company ("St. Augustine
        LLC"), SUMMERVILLE AT OCALA EAST, LLC, a Delaware liability company ("Ocala
        East
        LLC"), and SUMMERVILLE AT VENICE, LLC, a Delaware liability company ("Venice
        LLC") (LHAL LLC, Cobbco Inc., Hillsborough LLC, Ocoee Inc., Port Orange Inc.,
        Prince William Inc., Stafford LLC, Voorhees LLC, Westminster Inc., Pinellas
        LLC,
        Ocala West LLC, CY-Fair LP, Friendswood LP, New Port Richey LLC, Lakeland
        LLC,
        St. Augustine LLC, Ocala East LLC, and Venice LLC shall be collectively,
        and
        jointly and severally, referred to herein as "Lessee"), on the other hand,
        with
        respect to the following:
  **RECITALS**
 
 A.           HCP
        and Westminster HCP (collectively, as their interests may appear, "Original
        Lessor"), as "Lessor," and LHAL LLC, Cobbco Inc., Hillsborough LLC, Ocoee
        Inc.,
        Port Orange Inc., Prince William Inc., Stafford LLC, Voorhees LLC, and
        Westminster Inc. (collectively, and jointly and severally, "Original Lessee"),
        as "Lessee" are parties to that certain Amended and Restated Master Lease
        dated
        as of April 20, 2005 (the "Master Lease"), covering the Leased Property of
        ten
        (10) mixed skilled nursing and assisted living care Facilities located in
        California, Connecticut, Florida, Maryland, New Jersey and Virginia. All
        capitalized terms used in this Amendment and not otherwise defined or modified
        herein shall have the meanings assigned to such terms in the Master
        Lease.
  
  B.           
        Pursuant to the terms of that certain Guaranty of Obligations dated as of
        April
        20, 2005 (as the same has been or may hereafter be amended or reaffirmed
        from
        time to time in writing, the "Guaranty"), made by Summerville Senior Living,
        Inc., a Delaware corporation ("Guarantor") in favor of Original Lessor,
        Guarantor guaranteed the obligations of Original Lessee under the Master
        Lease,
        all as more particularly described therein.
 
 C.         
          HCP, as Buyer, and Guarantor, as Seller, have entered into to that
        certain Contract of Acquisition of even date herewith (as the same may be
        amended or modified in accordance with the terms thereof, the "Group 4 Contract
        of Acquisition"), pursuant to which HCP is purchasing and acquiring from
        Guarantor (or pursuant to which Guarantor is causing to be transferred and
        conveyed to HCP) on and effective as of the Effective Date, the
        following:
 
 (i)            
        the real property located in New Port Richey, Florida and more particularly
        described on Exhibit A-11attached hereto, together with all improvements
        and fixtures thereon, related rights and certain Personal Property relating
        thereto (the "New Port Richey Facility");
 
 (ii)           
        the real property located in Lakeland, Florida and more particularly described
        on Exhibit A-12attached hereto, together with all improvements and
        fixtures thereon, related rights and certain Personal Property relating thereto
        (the "Lakeland Facility");
 
 (iii)           the
        real property located in St. Augustine, Florida and more particularly described
        on Exhibit A-13attached hereto, together with all improvements and
        fixtures thereon, related rights and certain Personal Property relating thereto
        (the "St. Augustine Facility");
 
 (iv)           the
        real property located in Ocala, Florida and more particularly described on
        Exhibit A-14attached hereto, together with all improvements and fixtures
        thereon, related rights and certain Personal Property relating thereto (the
        "(East) Ocala Facility"); and
 
 (v)         
          the real property located in Venice, Florida and more particularly
        described on Exhibit A-15attached hereto, together with all improvements
        and fixtures thereon, related rights and certain Personal Property relating
        thereto (the "Venice Facility").
 
 The
        New
        Port Richey Facility, Lakeland Facility, St. Augustine Facility, (East) Ocala
        Facility and the Venice Facility are sometimes referred to herein, individually,
        as a "Group 4 Acquisition Facility," and collectively, as the "Group 4
        Acquisition Facilities."
 
 D.         
          HCP or Texas HCP, as the case may be, is also the current owner of
        the following properties and facilities which, immediately prior to the
        Effective Date, were master leased by HCP and Texas HCP to certain Affiliates
        of
        Adult Care Management Corporation, a Florida corporation ("ACMC," and together
        with its Affiliates, the "ACMC Parties"), as lessee, pursuant to that certain
        Amended and Restated Master Lease, dated December 1, 2004, by and between
        HCP
        and Texas HCP and the ACMC Parties (as the same may have been amended or
        modified pursuant to the terms thereof, the "HCP/ACMC Lease") :
  -2-
  (i)         
           the real property located in Ocala, Florida and more
        particularly described on Exhibit A-16attached hereto, together with all
        improvements and fixtures thereon, related rights and certain Personal Property
        relating thereto (the "(West) Ocala Facility");
 
 (ii)        
           the real property located in North Pinellas Park, Florida and
        more particularly described on Exhibit A-17attached hereto, together
        with all improvements and fixtures thereon, related rights and certain Personal
        Property relating thereto (the "North Pinellas Park Facility");
 
 (iii)           the
        real property located in Houston, Texas and more particularly described on
        Exhibit A-18attached hereto, together with all improvements and fixtures
        thereon, related rights and certain Personal Property relating thereto (the
        "Houston Facility"); and
 
 (iv)           the
        real property located in Friendswood, Texas and more particularly described
        on
Exhibit A-19attached hereto, together with all improvements and fixtures
        thereon, related rights and certain Personal Property relating thereto (the
        "Friendswood Facility").
 
 The
        (West) Ocala Facility, North Pinellas Park Facility, Houston Facility and
        Friendswood Facility are sometimes referred to herein, individually, as a
        "Group
        4 Transfer Facility," and collectively, as the "Group 4 Transfer Facilities."
        The Group 4 Acquisition Facilities and Group 4 Transfer Facilities are sometimes
        referred to herein, individually, as a "Group 4 Facility," and collectively,
        as
        the "Group 4 Facilities."
 
 E.         
           Immediately prior to the Effective Date and the Closing Date
        (as defined in the Group 4 Contract of Acquisition), HCP and Texas HCP, as
        the
        case may be, are terminating the current master lease with the ACMC Parties
        relating to the Group 4 Transfer Facilities, and effective immediately upon
        the
        Effective Date and Closing Date, certain of the parties comprising Lessee
        are
        acquiring from the ACMC Parties the assisted-living businesses operated by
        the
        ACMC Parties at the Group 4 Facilities (excluding, however, the Leased Property
        relating thereto).
 
 F.       
             Effective immediately upon the Effective Date and
        Closing Date, Lessor desires to add to the Leased Property and lease to Lessee,
        and Lessee desires to lease from Lessor, the Group 4 Facilities, and each
        of
        them, upon the terms and conditions set forth in this Amendment.
 
 G.         
           Lessor and Lessee desire to enter into this Amendment to
        effectuate the matters set forth in the above Recitals, all as more particularly
        described herein.
  -3-
  **AMENDMENT**
 
 NOW
        THEREFORE, in consideration of the foregoing Recitals and for other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the Lessor and Lessee hereby agree as follows:
 
 1.            
        Leasing.Lessor hereby leases to Lessee and Lessee hereby leases from
        Lessor, the Leased Property of the Group 4 Facilities upon all of the terms
        and
        conditions set forth in the Master Lease, as amended by this Amendment. All
        references herein and in the Master Lease to a "Facility" or "Facilities"
        shall
        mean each Facility (as defined in the Master Lease) together with the Group
        4
        Facilities, and each of them.
 
 2.            
        Joint and Several Liability of Lessee.From and after the Effective Date,
        Pinellas LLC, Ocala West LLC, CY-Fair LP, Friendswood LP, New Port Richey
        LLC,
        Lakeland LLC, St. Augustine LLC, Ocala East LLC, and Venice LLC shall (i)
        be
        jointly and severally liable for all of the obligations of the "Lessee" under
        the Master Lease, as hereby amended, and (ii) assume jointly and severally
        with
        Original Lessee, all obligations of "Lessee" arising under the Master Lease
        on,
        prior to or after the Effective Date.
 
 3.            
        Joinder by Texas HCP and HCP AL.From and after the Effective Date, Texas
        HCP and HCP AL each hereby joins as a "Lessor" under the Master Lease, as
        their
        interests may appear, for purposes of leasing the Leased Property of the
        Houston
        Facility and the Friendswood Facility, and the Leased Property of the New
        Port
        Richey Facility, the Lakeland Facility, the St. Augustine Facility, the (East)
        Ocala Facility, and the Venice Facility, respectively, to Lessee pursuant
        to the
        terms and conditions of the Master Lease, as hereby amended.
 
 4.            
        Modifications to Terms of the Master Lease.Effective as of the Effective
        Date, the Master Lease shall be amended and supplemented in the following
        particulars:
  (a)           New
        Definitions.Except as otherwise expressly provided or unless the context
        otherwise requires, for all purposes of the Master Lease, as hereby amended,
        the
        terms defined in this Section 4(a) shall have the meanings assigned to them
        as
        provided below and shall be added to Article II of the Original Master Lease
        to
        read, in their entireties, as follows:
 
 "2005
        Capital Renovation Lessor Costs:As defined in Section 5 of this
        Amendment."
 
 "2005
        Capital Renovation Project(s):With respect to each of the Lakeland Facility
        and the New Port Richey Facility, a capital refurbishment to such Facility,
        the
        scope, plans and specifications, and estimated cost budget of which is to
        be
        mutually agreed upon by Lessor and Lessee after the Effective Date.
 
 "2005
        Capital Renovation Project Allowance:With respect to the Lakeland Facility
        and the New Port Richey Facility, an aggregate allowance for the 2005 Capital
        Renovation Project(s) equal to the lesser of (i) Four Hundred Thousand and
        No/100 Dollars ($400,000.00), or (ii) Fifty Percent (50%) of the Aggregate
        Costs
        of the 2005 Capital Renovation Project(s) with respect to such Facilities.
        The
        2005 Capital Renovation Project Allowance shall be allocated to the 2005
        Capital
        Renovation Project(s) at each of the Lakeland Facility and the New Port Richey
        Facility as reasonably determined by Lessee. Lessee shall deliver to Lessor
        written confirmation of such allocation prior to Lessor's disbursement of
        the
        2005 Capital Renovation Project Allowance, or any portion thereof.
        Notwithstanding anything to the contrary in the Master Lease, as amended
        by this
        Amendment, the portion of the 2005 Capital Renovation Project Allowance
        allocated to each of the Lakeland Facility and the New Port Richey Facility
        shall not count towards the Annual Minimum Capital Project Amount with respect
        to each such Facility, and Lessee's expenditure and reimbursement, if any,
        of
        all or a portion of the 2005 Capital Renovation Project Allowance shall be
        in
        addition to the Annual Minimum Capital Project Amount with respect to each
        such
        Facility."
  -4-
  "2005
        Capital Renovation Project Allowance Lease Rate:A percentage equal to the
        greater of (a) the average of the ten-year U.S. Treasury Note rate published
        in
        the *Wall Street Journal*for each of the five (5) Business Days prior to that date which
        is
        two (2) Business Days prior to the Closing Date and quoting the rate as of
        that
        date which is two (2) Business Days prior to the Closing Date, plus Four
        and
        Fifteen Hundredths Percent (4.15%) and (b) Eight and One-Half Percent
        (8.5%)."
 
 "2005
        Capital Renovation Site Review Costs:As defined in Section 5 of this
        Amendment."
 
 "Aggregate
        Costs of the 2005 Capital Renovation Project(s):With respect to the
        Lakeland Facility and the New Port Richey Facility, the actual out-of-pocket
        costs actually incurred by Lessee pursuant to the provisions of the Master
        Lease, as hereby amended, in connection with the 2005 Capital Renovation
        Project(s) for such Facilities, including all costs of design, construction,
        installation and obtaining all governmental approvals and permits with respect
        to such 2005 Capital Renovation Project(s) for such Facilities, the 2005
        Capital
        Renovation Site Review Costs for such Facilities and the 2005 Capital Renovation
        Lessor Costs with respect to such Facilities."
 
 "Allocated
        Group 4 Buyer's Transaction Costs:With respect to each Group 4 Acquisition
        Facility, an amount equal to the total Group 4 Buyer's Transaction Costs,
        multiplied by the following applicable percentages relating such
        Facility:
 
 (a)
              Lakeland
                  Facility:
              
              9%(b)
              New
                  Port Richey Facility:
              
              16%(c)
              St.
                  Augustine Facility:
              
              31%(d)
              Venice
                  Facility:
              
              21%(e)
              (East)
                  Ocala Facility:
              
              23%Total:
              
              100%
  -5-
  "Fair
        Market Land Value:With respect to the (West) Ocala Facility and Houston
        Facility (if applicable), the Fair Market Value with respect to the Land
        and
        Related Rights of such Facility (only),determined in accordance with the
        definition of Fair Market Value and the appraisal procedures set forth in
        Article XXXIV."
 
 "Friendswood
        Facility:That certain Facility located in Friendswood, Texas."
 
 "Group
        4 Acquisition Facilities:Each of those Facilities identified as a Group 4
        Acquisition Facility on Exhibit Cattached hereto."
 
 "Group
        4 Buyer's Transaction Costs:The "Buyer's Transaction Costs" as defined in
        the Group 4 Contract of Acquisition."
 
 "Group
        4 Contract of Acquisition:As defined in Recital C of this
        Amendment."
 
 "Group
        4 Facilities:Each of those Facilities identified as a Group 4 Facility on
Exhibit Cattached hereto, including each Group 4 Acquisition Facility
        and each Group 4 Transfer Facility."
 
 "Group
        4 Facility Escalator:The following with respect to the applicable Group 4
        Facilities:
 
 (a)           with
        respect to each Group 4 Acquisition Facility for any given Lease Year, an
        amount
        equal to the greater of (i) Seventy-Five Percent (75%) of the applicable
        CPI
        Increase or (ii) Two and Three-Quarters Percent (2.75%); and
 
 (b)           with
        respect to each Group 4 Transfer Facility, the lesser of (i) Five Percent
        (5%)
        or (ii) the greater of (A) the applicable CPI Increase or (B) Two Percent
        (2%)."
 
 "Group
        4 Facility Purchase Price:The following with respect to the applicable
        Group 4 Facilities:
 
 (a)           with
        respect to each Group 4 Facility (other than the (West) Ocala Facility and
        the
        Houston Facility) at any given time, the sum of (i) the Minimum Repurchase
        Price
        for such Facility, plus(ii) an amount which, upon the closing or the
        applicable date, equals an annually compounded return equal to Three Percent
        (3%) per year on (A) the Allocated Initial Investment for such Facility accruing
        from and after the applicable Restatement Date and (B) any Capital Addition
        Costs funded by Lessor for such Facility accruing from and after the date
        of
        funding;
 
 (b)           with
        respect to the (West) Ocala Facility at any given time, the greater of (i)
        the
        product of (x) ten (10) times,(y) the Allocated Minimum Rent paid or
        payable by Lessee during the twelve (12) month period immediately preceding
        the
        closing or the applicable date for such Facility, and (ii) the sum of (x)
        the
        Total CPI Adjusted (West Ocala) Construction/Capital Additions Cost, plus(y) the greater of (A) the Fair Market Land Value with respect to
        such
        Facility and (B) $522,000.00; and
  -6-
  (c)           
        with respect to the Houston Facility at any given time, the greater of (i)
        the
        product of (x) ten (10) times,(y) the Allocated Minimum Rent paid or
        payable by Lessee during the twelve (12) month period immediately preceding
        the
        closing or the applicable date for such Facility, and (ii) the sum of (x)
        the
        Total CPI Adjusted Houston Construction/Capital Additions Cost, plus(y)
        the greater of (A) the Fair Market Land Value with respect to such Facility
        and
        (B) $835,000.00."
 
 "Group
        4 Facility Put Event Price:The following with respect to the applicable
        Group 4 Facilities:
 
 (a)           with
        respect to any Group 4 Facility (other than the (West) Ocala Facility and
        the
        Houston Facility) at any given time, the sum of (i) the Minimum Repurchase
        Price
        for such Facility, plus(ii) an amount which, upon the closing, equals an
        annually compounded return equal to the applicable Group 4 Facility Escalator
        for such Facility per year on (A) the Allocated Initial Investment for such
        Facility accruing from and after the applicable Restatement Date and (B)
        any
        Capital Addition Costs funded by Lessor for such Facility accruing from and
        after the date of funding; and
 
 (b)           with
        respect to the (West) Ocala Facility and Houston Facility, the applicable
        Group
        4 Facility Purchase Price with respect thereto."
 
 "Group
        4 Transfer Facilities:Each of those Facilities identified as a Group 4
        Transfer Facility on Exhibit Cattached hereto."
 
 "Houston
        Facility:That certain Facility located in Houston, Texas."
 
 "Lakeland
        Facility:That certain Facility located in Lakeland, Florida."
 
 "Letter
        of Credit Adjustment Date:September 1 of each year, commencing September 1,
        2006."
 
 "New
        Port Richey Facility:That certain Facility located in New Port Richey,
        Florida."
 
 "North
        Pinellas Park Facility:That certain Facility located in North Pinellas
        Park, Florida."
 
 "St.
        Augustine Facility:That certain Facility located in St. Augustine,
        Florida."
 
 "Total
        CPI Adjusted Houston Construction/Capital Additions Cost:At any given time
        with respect to the Houston Facility, the sum of (a) the sum of (i) the Total
        Houston Construction Cost, plus(ii) the Total Houston Construction Cost
        multiplied by the percentage increase (but not decrease), if any, in the
        Cost of
        Living Index published for the month which is two (2) months prior to the
        date
        such Total CPI Adjusted Houston Construction/Capital Additions Cost is
        determined over the Cost of Living Index published for September, 1998, plus(b) the sum of (i) all Capital Additions Costs funded or accrued
        by Lessor
        with respect to such Facility, plus(ii) each such Capital Additions Cost
        funded or accrued by Lessor with respect to such Facility, multiplied by
        the
        percentage increase (but not decrease), if any, in the Cost of Living Index
        published for the month which is two (2) months prior to the date such Total
        CPI
        Adjusted Houston Construction/Capital Additions Cost is determined over the
        Cost
        of Living Index published for the month which is two (2) months prior to
        the
        date in which each such Capital Additions Cost is funded or accrued by Lessor.
        An Example of the calculation of Total CPI Adjusted Houston Construction/Capital
        Additions Cost is set forth in ExhibitG."
  -7-
  "Total
        CPI Adjusted (West) Ocala Construction/Capital Additions Cost:At any given
        time with respect to the (West) Ocala Facility, the sum of (a) the sum of
        (i)
        the Total (West) Ocala Construction Cost, plus(ii) the Total (West)
        Ocala Construction Cost multiplied by the percentage increase (but not
        decrease), if any, in the Cost of Living Index published for the month which
        is
        two (2) months prior to the date such Total CPI Adjusted (West) Ocala
        Construction/Capital Additions Cost is determined over the Cost of Living
        Index
        published for September, 1998, plus(b) the sum of (i) all Capital
        Additions Costs funded or accrued by Lessor with respect to such Facility,
        plus(ii) each such Capital Additions Cost funded or accrued
        by Lessor with respect to such Facility, multiplied by the percentage increase
        (but not decrease), if any, in the Cost of Living Index published for the
        month
        which is two (2) months prior to the date such Total CPI Adjusted (West)
        Ocala
        Construction/Capital Additions Cost is determined over the Cost of Living
        Index
        published for the month which is two (2) months prior to the date in which
        each
        such Capital Additions Cost is funded or accrued by Lessor. An Example of
        the
        calculation of Total CPI Adjusted (West) Ocala Construction/Capital Additions
        Cost is set forth in ExhibitG."
 
 "Total
        Houston Construction Cost:The sum of $8,246,000.00."
 
 "Total
        (West) Ocala Construction Cost:The sum of $6,112,491.00." "Venice
        Facility:That certain Facility located in Venice, Florida."
 
 "(East)
        Ocala Facility:That certain Facility located in Ocala, Florida, commonly
        known as 'Park Place of Ocala East'."
 
 "(West)
        Ocala Facility:That certain Facility located in Ocala, Florida, commonly
        known as 'Park Place of Ocala West'."
 
 (b)           Supplemented
        Definitions.The following definitions appearing in Article II of the Master
        Lease shall be supplemented as follows:
 
 Annual
        Minimum Capital Project Amount:With respect to each Group 4 Facility,
        during each Lease Year with respect to such Group 4 Facility, the following
        amounts:
  -8-
 
 (i)            
        With respect to the (East) Ocala Facility, $29,700.00.
 
 (ii)          
         With respect to the Friendswood Facility, $32,100.00.
 
 (iii)           With
        respect to the Houston Facility, $32,100.00.
 
 (iv)           With
        respect to the Lakeland Facility, $20,400.00.
 
 (v)           
        With respect to the New Port Richey Facility, $21,000.00.
 
 (vi)           With
        respect to the North Pinellas Park Facility, $29,100.00.
 
 (vii)          With
        respect to the St. Augustine Facility, $24,900.00.
 
 (viii)         With
        respect to the Venice Facility, $23,400.00.
 
 (ix)           With
        respect to the (West) Ocala Facility, $27,900.00.
 
 Notwithstanding
        the foregoing, Lessor and Lessee acknowledge that the initial Annual Minimum
        Capital Project Amount for each Group 4 Facility represents an amount equal
        to
        (A) the number of licensed units located at such Group 4 Facility
times(B) Three Hundred Dollars ($300.00). In the event that
        the number of licensed units for any Group 4 Facility is increased or decreased
        in accordance with the terms of this Lease, the Allocated Minimum Capital
        Project Amount for such Group 4 Facility shall be increased, or decreased,
        as
        applicable, by an amount equal to (1) the number of such licensed units
        increased or decreased at such Group 4 Facility times(2) Three Hundred
        Dollars ($300.00).
 
 Annual
        Minimum Capital Project Amount Overage:With respect to each Group 4
        Facility for any Lease Year, an amount equal to (a) the sum of (i) the Capital
        Project Costs incurred and paid by Lessee in funding Capital Projects for
        each
        Group 4 Facility in the immediately preceding two (2) Lease Years and for
        which
        Lessor has received paid invoices, receipts or other commercially reasonable
        evidence or supporting information as is customary to evidence such
        expenditures, verifying the cost and payment of funding such Capital Projects,
        and an Officer's Certificate certifying that the applicable item(s) of Capital
        Projects have been completed, less (ii) the amounts disbursed by Lessor to
        Lessee from any Replacement Reserve on account of such Capital Projects to
        such
        Group 4 Facility in accordance with the terms of Section 9.3.1, in excess
        of (b)
        the Annual Minimum Capital Project Amount for such Group 4 Facility for such
        prior two (2) Lease Year period.
 
 Capital
        Additions.With respect to each of the Lakeland Facility and the New Port
        Richey Facility, the applicable 2005 Capital Renovation Project shall at
        all
        times be deemed a Capital Addition for purposes of the Master Lease, as hereby
        amended, for such Facility.
  -9-
  Capital
        Addition Costs.With respect to each of the Lakeland Facility and the New
        Port Richey Facility, the applicable portion of the 2005 Capital Renovation
        Project Allowance allocated to each such Facility as provided for herein
        shall
        be treated for all purposes as Capital Addition Costs financed and paid for
        by
        Lessor under the Master Lease, as hereby amended, for such
        Facility.
 
 Deeds:With respect to each Group 4 Acquisition Facility, "Deeds" as defined
        in the
        Group 4 Contract of Acquisition.
 
 Fair
        Market Rental:With respect to each Group 4 Facility, the definition of Fair
        Market Rental applicable to the Group 2 Facilities and the Group 3 Facilities,
        but in each instance relating to such Group 4 Facility.
 
 Lease
        Year:With respect to the Group 4 Facilities, the first Lease Year for such
        Facilities shall be the period commencing on the applicable Restatement Date
        with respect to such Facilities and ending August 31, 2006, and each subsequent
        Lease Year for such Facilities shall be each period of twelve (12) full calendar
        months after the last day of the prior Lease Year; provided, however, that
        the
        last Lease Year for any Group 4 Facility during the Term may be a period
        of less
        than twelve (12) full calendar months and shall end on the last day of the
        Term
        for such Facility.
 
 Restatement
        Date:With respect to the Group 4 Facilities, the Effective Date of this
        Amendment, which shall also be the commencement date of the Lease, as hereby
        amended, with respect to each Group 4 Facility.
 
 Transaction
        Documents:The meaning given to such term in the Lease, together with this
        Amendment and the Group 4 Contract of Acquisition.
 
 (c)
        Amended and Restated Definitions.The following definitions appearing in
        Article II of the Original Master Lease shall be amended and restated as
        follows:
 
 "Allocated
        Minimum Rent:With respect to each Facility, the amount of Minimum Rent
        allocated to such Facility as set forth on Exhibit Cattached
        hereto (or any amendment or supplement thereto) (subject to increase as set
        forth in Article III or any other express provision of this Lease or any
        amendment hereto providing for an increase in Minimum Rent)."
 
 "Letter
        of Credit Amount:The following:
 
 (a)           For
        the period from September, 2005, through the first Letter of Credit Adjustment
        Date, the sum of $1,361,516.00; and
 
 (b)           Commencing
        upon the first Letter of Credit Adjustment Date (i.e., September 1, 2006),
        and
        on each Letter of Credit Adjustment Date thereafter during the Term, an amount
        equal to 8.8% of the aggregate annual Allocated Minimum Rent payable by Lessee
        under this Lease for all Facilities then subject to this Lease for the period
        from such Letter of Credit Adjustment Date through the next succeeding Letter
        of
        Credit Adjustment Date (reasonably estimated by Lessor for any Facility as
        to
        which the Allocated Minimum Rent for such Facility shall increase at any
        point
        during such period)."
  -10-
  "Lessee:The meaning given to such term in the preamble of this
        Amendment."
 
 "Lessor:The meaning given to such term in the preamble of this Amendment, and
        its or
        their successors and assigns."
 
 (d)           Amendment
        to Definition of Transfer Consideration:The definition of "Allocated Value"
        appearing within the definition "Transfer Consideration" in Article II of
        the
        Master Lease is hereby amended to read, in its entirety, as
        follows:
 
 "As
        used
        herein, the term 'Allocated Value' shall mean the sum of clauses (i) and
        (ii)
        above allocated to the Leased Property of the applicable Transfer Consideration
        Facility, any Capital Additions and Lessee's operations thereon (including
        any
        and all business, enterprise and goodwill value), determined by the appraisal
        procedures set forth in Article XXXIV and based upon (x) the present value
        of
        the projected earnings before interest, taxes, depreciation, amortization
        and
        rents (including Rents under this Lease) (`EBITDAR') of the applicable Transfer
        Consideration Facility over the remaining Term of this Lease with respect
        to
        such Transfer Consideration Facility (taking into account any unexercised
        Extended Term(s)), less the present value of the remaining Allocated Minimum
        Rent to be paid under this Lease for such Transfer Consideration Facility
        for
        such period(s), as compared to (y) the sum of the following with respect
        to all
        operations being transferred, conveyed or sold, directly or indirectly, in
        connection with a Sale of Business: (1) with respect to all operations conducted
        at leased facilities (including the applicable Transfer Consideration Facility),
        the present value of the projected EBITDAR of all such operations over the
        remaining terms of all such leases (taking into account any unexercised
        extension options thereunder), less the present value of the remaining rents
        to
        be paid under such leases for such period(s), and (2) with respect to any
        operations conducted at owned facilities, the EBITDAR of such operations
        capitalized at the appropriate market capitalization rate, less debt which
        is
        being assumed, directly or indirectly, by the transferee (taking into account
        the positive or negative value of such assumed debt attributable to the interest
        rate, amortization schedule, maturity date, prepayment penalties and other
        relevant terms thereof)."
 
 (e)           Leased
        Property; Term.The phrase "Group 3 Facilities, the Restatement Date"
        appearing in the last paragraph of Article I of the Master Lease is hereby
        amended to read "Group 3 Facilities and the Group 4 Facilities, the applicable
        Restatement Date."
  -11-
  (f)           Minimum
        Rent.
 
 For
        the
        first (1st)Lease
        Year with
        respect to the Group 4 Facilities, the following:
 
 (A)           With
        respect to the Group 4 Acquisition Facilities, subject to upward adjustments
        as
        provided below, for the period from the Effective Date through the expiration
        of
        the first (151)Lease
        Year with
        respect to such Group 4 Acquisition Facilities, Lessee shall pay to Lessor
        as
        monthly "Allocated Minimum Rent" for each Group 4 Acquisition Facility at
        the
        times and in the manner provided in Section 4.1 of the Master Lease the amount
        allocated to and set forth or determined pursuant to the formula opposite
        such
        Facility on Exhibit Cto the Master Lease, as hereby amended. The first
        monthly payment of Allocated Minimum Rent for each such Group 4 Acquisition
        Facility shall be payable on the Effective Date (prorated as to any partial
        calendar month at the beginning of the Term with respect to each such Facility);
        and
 
 (B)           With
        respect to the Group 4 Transfer Facilities, subject to upward adjustments
        as
        provided below, for the period from the Effective Date through December 31,
        2005, Lessee shall pay to Lessor as monthly "Allocated Minimum Rent" for
        each
        Group 4 Transfer Facility at the times and in the manner provided in Section
        4.1
        of the Master Lease the amount allocated to and set forth or determined pursuant
        to the formula opposite such Facility on Exhibit Cto the Master Lease,
        as hereby amended. The first monthly payment of Allocated Minimum Rent for
        each
        such Group 4 Transfer Facility shall be payable on the Effective Date (prorated
        as to any partial calendar month at the beginning of the Term with respect
        to
        each such Facility). Commencing on January 1, 2006, the then current monthly
        Allocated Minimum Rent for the Group 4 Transfer Facilities shall be increased
        by
        the lesser of (i) Five Percent (5%) or (ii) the greater of (a) Two Percent
        (2%)
        or (b) the Group 4 Transfer Facility CPI Index. The resulting amount shall
        be
        the Allocated Minimum Rent for such Group 4 Transfer Facilities until the
        expiration of the first (1 S1)Lease
        Year. For
        purposes of this Section 4(f)(i)(B), the "Group 4 Transfer Facility CPI Index"
        shall mean the percentage increase, if any, in the Cost of Living Index
        published for November 2005 over the Cost of Living Index published for November
        2004.
 
 (ii)            With
        respect to each of the Lakeland Facility and the New Port Richey Facility,
        the
        Allocated Minimum Rent shall be increased automatically upon the date of
        disbursement (if any) of the portion of the 2005 Capital Renovation Project
        Allowance allocated to such Facility, to be equal to the sum of (1) the monthly
        Allocated Minimum Rent in effect immediately prior to such disbursement date,
        plus(2) that amount equal to one-twelfth (1 /12`h)
        of the product of
        (x) the portion of the 2005 Capital Renovation Project Allowance allocated
        to
        such Facility, times(y) the 2005 Capital Renovation Project Allowance
        Lease Rate. Such monthly Allocated Minimum Rent as so increased for such
        Facility shall remain in effect for the balance of the then current Lease
        Year
        with respect to such Facility. To the extent such increase does not occur
        on the
        first (1st)day
        of a
        calendar month, then such increase for the applicable month in which the
        same
        occurs shall be prorated for such month.
  -12-
  (iii)           Commencing
        upon the expiration of the first (1St)Lease
        Year for
        such Group 4 Facilities and upon the expiration of each Lease Year thereafter
        during the Fixed Term for such Group 4 Facilities, the then current monthly
        Allocated Minimum Rent for such Group 4 Facilities for such Lease Year shall
        be
        increased by an amount equal to the applicable Group 4 Facility
        Escalator.
 
 (iv)           For
        the first (15)
        Lease Year of each Extended Term for the Group 4 Facilities, if any, the
        monthly
        Allocated Minimum Rent for each Group 4 Facility shall be equal to the greater
        of (a) the then current monthly Fair Market Rental for such Group 4 Facility
        and
        (b) the monthly Allocated Minimum Rent payable for such Group 4 Facility
        during
        the last Lease Year of the immediately preceding Term, as increased by the
        applicable Group 4 Facility Escalator.
 
 (v)           
        Commencing upon the expiration of the first (15) Lease
        Year of each
        Extended Term, if any, for the Group 4 Facilities and upon the expiration
        of
        each Lease Year thereafter during such Extended Term, the then current monthly
        Allocated Minimum Rent for each Group 4 Facility (Acquisition Facility) shall
        be
        increased by an amount equal to the applicable Group 4 Facility
        Escalator.
 
 (vi)           The
        last paragraph of 3.1 of the Master Lease shall apply with respect to any
        adjustment of the Allocated Minimum Rent with respect to the Group 4 Facilities
        pursuant to clauses (iii), (iv) and (v) above.
 
 (vii)          Lessee
        shall continue to pay all Minimum Rent with respect to the balance of the
        Facilities at the times, in the manner and in the amounts set forth in or
        determined by the Master Lease.
 
 (g)           Condition
        of the Leased Property.The phrase "Group 3 Facilities, the Restatement
        Date" appearing in clause (ii) and in clause (b) of Section 7.1 of the Master
        Lease is hereby amended to read "Group 3 Facilities and the Group 4 Facilities,
        the applicable Restatement Date," in each instance.
 
 (h)           Capital
        Projects.The phrases "Group 3 Facilities" and "Group 3 Facility" appearing
        a number of times in Section 9.3 of the Master Lease is hereby amended to
        read
        "Group 3 Facilities and Group 4 Facilities" and "Group 3 Facility or Group
        4
        Facility," respectively, in each instance.
 
 (i)           
        Liens.The phrase "Group 3 Facilities, the Restatement Date" appearing in
        Section 11.1 of the Master Lease is hereby amended to read "Group 3 Facilities
        and the Group 4 Facilities, the applicable Restatement Date."
 
 (j)           
        Casualty.For purposes of Section 14.2.1 and 14.2.2 of the Master Lease,
        the purchase price as provided therein with respect to any Group 4 Facility
        shall be the applicable Group 4 Facility Purchase Price for such Facility
        immediately prior to such damage or destruction.
 
 (k)           Condemnation.For purposes of Section 15.1.4 of the Master Lease, Lessor shall be entitled
        to receive from any Award relating to any Group 4 Facility, subject to the
        rights of Facility Mortgages, no less than the applicable Group 4 Facility
        Purchase Price for such Group 4 Facility immediately prior to the institution
        of
        the Condemnation.
  -13-
  (1)           Events
        of Default.The phrase "and/or the Group 4 Facilities Contract of
        Acquisition" is hereby inserted directly after the phrase "the Group 3 Facility
        Contract of Acquisition" appearing in each of Sections 16.1(a) and 16.1(k)
        of
        the Master Lease.
 
 (m)           Lessee's
        Obligation to Purchase.For purposes of Section 16.5 of the Master Lease,
        the amount required to be paid by Lessee upon any exercise of Lessor's rights
        to
        require Lessee to purchase a Group 4 Facility following a Put Event pursuant
        to
        such Section shall be equal to the applicable Group 4 Facility Put Event
        Price
        for such Facility, plus, in any event, all Rent then due and payable (excluding
        the installment of Minimum Rent due on the purchase date) under the Master
        Lease, as hereby amended, with respect to such Group 4 Facility.
 
 (n)           Letters
        of Credit.
 
 (i)             Letter
        of Credit Requirement.Lessee and Lessor acknowledge and agree that the
        Letter of Credit Amount under the Master Lease as of the Effective Date is
        the
        sum of $1,361,516.00. Such Letter of Credit Amount shall remain in effect
        until
        the first Letter of Credit Adjustment Date following the Effective Date (i.e.,
        September 1, 2006). Thereafter, the Letter of Credit Amount shall increase
        as
        provided in Section 21.3 of the Master Lease, as amended by clause (ii) below.
        Notwithstanding anything to the contrary in the Master Lease, at all times
        during the Term of the Master Lease, as hereby amended, and for sixty days
        after
        the expiration or earlier termination of the Master Lease, Lessee shall obtain,
        maintain and deliver to Lessor one or more letters of credit meeting the
        requirements of Article XXI of the Master Lease in the total required Letter
        of
        Credit Amount.
 
 (ii)            Amounts
        of Letters of Credit.Section 21.3 of the Master Lease is hereby amended to
        read, in its entirety, as follows:
 
 "21.3
        Amounts of Letters of Credit.Letters of credit during the Term shall be
        equal to the applicable Letter of Credit Amount."
 
 (o)           New
        Lease.Section 31.2.4 of the Master Lease is hereby amended to read, in its
        entirety, as follows:
  "31.2.4                     Lessee's
        obligation to provide letters of credit in accordance with Article XXI of
        this
        Lease shall be segregated so that (a) the applicable Lessee shall be required
        to
        provide a letter of credit pursuant to the New Lease, on the same terms and
        conditions as set forth in this Lease, except that 'Letter of Credit Amount'
        under the New Lease shall mean an amount equal to the applicable Letter of
        Credit Amount for the Separated Property(ies), and (b) the 'Letter of Credit
        Amount' under this Lease (as amended) shall be reduced by the 'Letter of
        Credit
        Amount' for the New Lease determined in accordance with subsection (a)
        above."
  -14-
  p)           
        Quiet Enjoyment.The phrase "Group 3 Facilities, the Restatement Date"
        appearing in Section 32.1 of the Master Lease is hereby amended to read "Group
        3
        Facilities or the Group 4 Facilities, the applicable Restatement
        Date."
 
 (q)           Lessee's
        Option to Purchase.
 
 (i)            
        Sections 35.1.2 and 35.1.3 of the Master Lease are hereby amended to read,
        in
        their entireties, as follows:
 
 "35.1.2                     Group
        3 Facilities and Group 4 Facilities.Provided no Event of Default has
        occurred and is continuing hereunder, Lessee shall have the option to purchase
        the Leased Property of all (but not less than all) of the Group 3 Facilities
        and
        Group 4 Facilities upon the expiration of the tenth (10th) Lease
        Year of the
        Group 4 Facilities, for an amount equal to the sum of the Group 3 Facility
        Purchase Price for all of the Group 3 Facilities and the Group 4 Facility
        Purchase Price for all of the Group 4 Facilities.
 
 "35.1.3                     General.Lessee shall exercise the option(s) to purchase the Leased Property set
        forth in Sections 35.1.1 and/or 35.1.2 above, as applicable, by (i) opening
        an
        escrow (the 'Escrow') with and by depositing either (1) cash or (2) a letter
        of
        credit from a financial institution and in form in each case acceptable to
        Lessor, the sum of Two and One-Half Percent (2.5%) of (A) with respect to
        the
        Group 1 Facility(ies), the Minimum Repurchase Price and (B) with respect
        to the
        Group 3 Facilities and Group 4 Facilities, the sum of (x) the Group 3 Facility
        Purchase Price for all of the Group 3 Facilities, plus(y) the Group 4
        Facility Purchase Price for all of the Group 4 Facilities (as reasonably
        estimated by Lessor with respect to any Group 4 Facility for which the Group
        4
        Facility Purchase Price has not yet been determined) (the 'Opening Deposit')
        and
        a copy of this Lease with a national title company reasonably acceptable
        to
        Lessor ("Escrow Holder") and giving written notice to Lessor of such deposit
        with Escrow Holder no earlier than fifteen (15) months and not less than
        twelve
        (12) months prior to the expiration of (x) with respect to the Group 1
        Facility(ies), the Fixed Term or the Extended Term, as applicable, and (y)
        with
        respect to the Group 3 Facilities and Group 4 Facilities, the tenth (10th) Lease
        Year of the
        Group 4 Facilities, and (ii) delivering to Lessor concurrent with such notice
        a
        reaffirmation of the Guaranty executed by Guarantors stating, in substance,
        that
        Guarantors' obligations under the Guaranty shall extend to the purchase contract
        formed by Lessor and Lessee upon proper and timely exercise of such option.
        If
        Lessee shall not be entitled to exercise such option (e.g., by reason of
        an
        Event of Default) or shall be entitled to exercise the same but shall fail
        to do
        so within the time and in the manner herein provided, such option shall lapse
        and thereafter not be exercisable by Lessee. No failure by Lessor to notify
        Lessee of any defect in any attempted exercise of the foregoing option shall
        be
        deemed a waiver by Lessor of the right to insist upon Lessee's exercise of
        such
        option in strict accordance with the provisions hereof. In the event that
        Lessee
        shall properly and timely exercise such option, then such transaction shall
        be
        consummated on or within ten (10) days after the expiration of (i) with respect
        to the Group 1 Facility(ies), the Fixed Term or the Extended Term, as
        applicable, and (ii) with respect to the Group 3 Facilities and Group 4
        Facilities, the tenth (10th) Lease
        Year of the
        Group 4 Facilities, but in either case subject to any delays resulting from
        (A)
        a cause described in Section 45.1.16 below or (B) Lessor's breach of its
        obligations set forth in this Section 35 (the `Outside Closing
        Date')."
  -15-
  (ii)           Notwithstanding
        anything to the contrary in the Master Lease, as hereby amended, if Lessee
        exercises its purchase option with respect to the Group 3 Facilities and
        the
        Group 4 Facilities as provided in Article XXXV of the Master Lease, as hereby
        amended, upon the closing thereof, and in addition to the applicable purchase
        price payable by Lessee for such Facilities (together with any other amounts
        due
        and owing by Lessee on account of such Facilities or otherwise under the
        Master
        Lease as of the date thereof), Lessee shall pay to Lessor a one-time additional
        rent payment of one percent (1%) of the annual Allocated Minimum Rent last
        in
        effect with respect to the Group 4 Facilities prior to the closing (the
        "Purchase Option Additional Rent"). Such Purchase Option Additional Rent
        shall
        be deemed for all purposes as "Rent" payable under the Master Lease, as hereby
        amended, and shall be paid at the closing; provided, however, that if
        simultaneous with the closing of such purchase by Lessee following Lessee's
        exercise of such purchase option with respect to the Group 3 Facilities and
        Group 4 Facilities, Lessor or any Affiliate of Lessor re-acquires fee title
        to
        the Group 4 Facilities or retains fee title thereto and in lieu of transferring
        title to Lessee restructures the Master Lease, as hereby amended (whether
        pursuant to a future amendment to the Master Lease or a new lease or new
        amended
        and restated lease) for the Group 4 Facilities, then the Purchase Option
        Additional Rent shall not be payable.
 
 (r)           Exhibits
        and Schedules.
 
 (i)            
        Supplements to Exhibit A and Schedule 1 to Exhibit B. Exhibits A-11,
        A-12,A-13, A-14, A-15, A-16, A-17, A-18and A-19attached hereto
        are hereby appended to and shall become part of Exhibit Ato the Master
        Lease. Schedule 1attached hereto is hereby appended to and
        shall become part of Schedule 1to Exhibit Bto the Master
        Lease.
 
 (ii)           
        Replacement of Exhibit C and Schedule 7.4.1. Exhibit Cand
Schedule 7.4.1to the Master Lease are hereby amended and replaced in
        their entirety with Exhibit Cand Schedule 7.4.1attached hereto,
        respectively.
  -16-
  (iii)           New
        Exhibit G. Exhibit Gattached hereto is hereby appended to the Master Lease
        as Exhibit G.
 
 5.           2005
        Capital Renovation Projects (Lakeland Facility and New Port Richey
        Facility).
 
 (a)           
        Lessor shall provide to Lessee the portion of the 2005 Capital Renovation
        Project Allowance allocated to the Lakeland Facility and the New Port Richey
        Facility as provided for herein in accordance with and subject to the provisions
        of this Section 5.
 
 (b)           
        Prior to commencing any work relating to the 2005 Capital Renovation Project
        for
        either applicable Facility, Lessee shall provide Lessor with the following,
        each
        of which shall be subject to Lessor's reasonable approval: (i) detailed plans
        and specifications for the work to be performed in connection with such 2005
        Capital Renovation Project for such Facility, (ii) a detailed estimate report
        to
        be prepared by or for Lessee, which report shall also provide a detailed
        cost
        breakdown of all construction costs, (iii) any other detailed budget information
        as Lessor may reasonably request and approve from Lessee; (iv) copies of
        all
        building permits and other authorizations from any applicable governmental
        authorities with jurisdiction required in connection with such 2005 Capital
        Renovation Project for such Facility; and (v) evidence that Lessee has filed,
        recorded or posted a notice of non-responsibility in favor of Lessor. Lessee
        covenants and agrees that from and after commencement of construction and/or
        performance of such 2005 Capital Renovation Project with respect to such
        Facility, Lessee shall diligently prosecute the same to completion in accordance
        with the terms of the Master Lease, as hereby amended, and this Section 5
        and
        satisfy all Disbursement Conditions (as defined below) with respect thereto
        on
        or before March 1, 2007 (the "Outside Date").
 
 (c)           
        The budget described in subsection (b) above shall include, and Lessee shall
        be
        responsible for paying to Lessor, (i) an amount equal to $1,650.00 for each
        site
        visit per Facility, but in no event more than one (1) visit (except in the
        event
        Lessor reasonably determines that more visits are necessary) per Facility,
        made
        by Lessor for the purpose of inspecting such 2005 Capital Renovation Project
        work with respect to such Facility (with respect to each Facility, the "2005
        Capital Renovation Site Review Fees") and (ii) all legal fees, expenses and
        disbursements incurred by Lessor in connection with the review of diligence
        materials, documents and other information relating to the applicable 2005
        Capital Renovation Project for such Facility, including engineering fees,
        accountants and other professional fees (collectively, with respect to each
        Facility, the "2005 Capital Renovation Lessor Costs"). The 2005 Capital
        Renovation Site Review Fees with respect to the Lakeland Facility and the
        New
        Port Richey Facility and 2005 Capital Renovation Lessor Costs with respect
        to
        the Lakeland Facility and the New Port Richey Facility shall be deducted
        from
        the portion of the 2005 Capital Renovation Project Allowance allocated to
        such
        Facility prior to disbursement of any portion thereof to Lessee as provided
        in
        Section 5(d) hereof, but for all purposes of the Master Lease, as hereby
        amended, shall be deemed part of the portion of the 2005 Capital Renovation
        Project Allowance for such Facility disbursed by Lessor and allocated to
        each
        such Facility as provided for herein.
  -17-
  (d)           
        The portion of the 2005 Capital Renovation Project Allowance (less accrued
        2005
        Capital Renovation Site Review Fees and the 2005 Capital Renovation Lessor
        Costs, in each case applicable thereto) allocated to each of the Lakeland
        Facility and the New Port Richey Facility as provided for herein shall be
        disbursed to Lessee within fifteen (15)days after the last
        to
        occur of (the "Disbursement Conditions"): (i) delivery by Lessee to Lessor
        of
        evidence satisfactory to Lessor as to the Aggregate Costs of the 2005 Capital
        Renovation Project for such Facility; (ii) completion of all work relating
        to
        such 2005 Capital Renovation Project for such Facility in accordance with
        the
        approved plans and specifications therefor, including all punch-list items;
        (iii) delivery by Lessee to Lessor of (A) a copy of all building permits
        and/or
        other authorizations from any applicable governmental authorities with
        jurisdiction, (B) if applicable, a copy of the certificate of occupancy (or
        local equivalent) and (C) if applicable, a copy of a notice of completion
        showing thereon the recording stamp of the County recorder, in each case
        with
        respect to such 2005 Capital Renovation Project for such Facility; and (iv)
        delivery by Lessee to Lessor of evidence reasonably satisfactory to Lessor
        that
        all of the work performed by Lessee has been paid in full and that no claim
        of
        any mechanic or materialman may become a lien on the Leased Property of such
        Facility, or any portion thereof, including delivery to Lessor of unconditional
        lien releases executed by all contractors, subcontractors and suppliers
        performing work or supplying materials in connection with such 2005 Capital
        Renovation Project for such Facility. In no event shall Lessee be entitled
        to
        disbursement of all or any portion of the portion of the 2005 Capital Renovation
        Project Allowance allocated to such Facility unless and to the extent that
        Lessee has satisfied the Disbursement Conditions on or prior to the Outside
        Date. In the event that Lessee is not entitled to disbursement of a 2005
        Capital
        Renovation Project Allowance for such Facility, Lessee shall promptly pay
        to
        Lessor, as an Additional Charge, all accrued and unpaid 2005 Capital Renovation
        Site Review Fees and 2005 Capital Renovation Lessor Costs for such Facility
        within fifteen (15)days
        after Lessor's written request therefor.
 
 6.            
        Right of First Offer on Certain other Facilities.
  (a)           If,
        at any time Lessee or any Affiliate of Lessee has the right to acquire (or
        has
        acquired) ownership of those certain facilities (or either of them) located
        in
        Gainesville and/or Carrrollwood, Florida operated or formerly operated by
        an
        ACMC Party, and which as of the Effective Date Lessee or an Affiliate of
        Lessee
        is negotiating for a sublease or has subleased from the ACMC Parties
        (collectively, the "First Offer Facilities," and each a "First Offer Facility"),
        and Lessee or an Affiliate of Lessee desires to consummate a First Offer
        Transaction (as defined below), Lessee shall or shall cause its applicable
        Affiliate to first offer (the "Right of First Offer") to HCP the right to
        provide Financing for such First Offer Transaction prior to offering or
        requesting offers therefor from any third party. Such Right of First Offer
        shall
        be by written notice from Lessee or such Affiliate to HCP (the "Offer Notice")
        in accordance with the notice provisions set forth in Section 33 of the Master
        Lease. Such Offer Notice shall describe with reasonably particularity the
        First
        Offer Facility, the type of Financing which Lessee or any Affiliate of Lessee
        is
        seeking and such other material information and/or terms as are typically
        provided to Financing sources by borrowers/lessees in commercial Financing
        transactions of a similar size and nature (collectively, the "Basic Project
        Terms").
  -18-
  (b)            Within
        thirty (30) days after delivery to HCP of such Offer Notice and Basic Project
        Terms, HCP may by written notice to such Lessee or such Affiliate, as the
        case
        may be, (i) submit to Lessee or such Affiliate a non-binding commitment letter
        or term sheet setting forth the material terms and conditions under which
        HCP
        would be willing to provide Financing for the First Offer Transaction described
        in such Offer Notice and Basic Project Terms, including, as applicable, the
        amount to be Financed, the term, the Financing rate for any debt Financing,
        the
        lease rate for any equity Financing, the payment or rent schedule and amounts,
        the terms of any prepayment or yield maintenance provisions for any debt
        Financing, any recourse provisions, any "due-on" provisions or related transfer
        restrictions, the collateral to secure such Financing obligations, whether
        or
        not a guaranty is required, any cross-default and cross-collateralization
        provisions, any fees and other costs to be charged in connection with the
        proposed Financing, and such other information pertaining to the terms and
        conditions of the proposed Financing as Lessee or such Affiliate may reasonably
        request (herein, a "Financing Proposal") or (ii) decline to submit a Financing
        Proposal. If HCP fails to deliver a Financing Proposal to Lessee or such
        Affiliate with respect to any First Offer Transaction for which HCP has received
        an Offer Notice and Basic Project Terms in the manner and within the time
        specified in this Section 5(b), then HCP shall be deemed to have declined
        to
        submit the same. If HCP shall in the manner and within the time specified
        in
        this Section 5(b) submit a Financing Proposal, then Lessee or its Affiliate,
        as
        the case may be, shall nevertheless be free at any time thereafter to either
        (A)
        accept or negotiate with HCP regarding the terms of such Financing Proposal,
        in
        each case subject to the terms thereof, or (B) by written notice to HCP,
        elect
        to offer such First Offer Transaction to one or more other third party Financing
        sources, and thereafter negotiate with such other third party Financing sources
        to provide Financing for such First Offer Transaction; provided, however,that in no event shall Lessee or its Affiliate accept or otherwise
        consummate a Financing for a First Offer Transaction with a third party upon
        terms materially less favorable to Lessee or its Affiliate, as the case may
        be,
        than those offered by HCP in any Financing Proposal with respect thereto
        delivered to Lessee or its Affiliate, as the case may be, in accordance with
        the
        provisions of this Section 5(b). If HCP shall decline (or shall be deemed
        to
        have declined) to submit a Financing Proposal for any First Offer Transaction,
        then Lessee or its Affiliate, as the case may be, shall be free to offer
        such
        First Offer Transaction to one or more other third party Financing sources,
        and
        thereafter negotiate with such third party Financing sources to provide
        Financing for such First Offer Transaction without regard to the proviso
        in the
        preceding sentence.
 
 (c)           As
        used in this Section 5, the following terms shall have the following
        meanings:
 
 (i)           Finance,
        Finances, Financing:The provision of financing whether in the form of a
        loan, a synthetic lease, ground lease, sale-leaseback transaction, a
        sale-development lease, or similar or related financing structure, whether
        as
        equity or debt.
  -19-
  (ii)           First
        Offer Transactions:Any Financing or re-Financing of a First Offer
        Facility.
 
 7.           Representations
        and Warranties of Lessee.As of the Effective Date hereof, each Lessee
        represents and warrants to the Lessor as follows:
 
 (a)           Lessee
        is duly organized and validly existing under the laws of its state of
        organization/formation, is qualified to do business and in good standing
        in the
        State and has full power, authority and legal right to execute and deliver
        this
        Amendment and to perform and observe the provisions of this Amendment to
        be
        observed and/or performed by Lessee.
 
 (b)           This
        Amendment has been duly authorized, executed and delivered by Lessee, and
        constitutes and will constitute the valid and binding obligations of Lessee
        enforceable against Lessee in accordance with its terms, except as such
        enforceability may be limited by creditors rights, laws and general principles
        of equity.
 
 (c)           Lessee
        is solvent, has timely and accurately filed all tax returns required to be
        filed
        by Lessee, and is not in default in the payment of any taxes levied or assessed
        against Lessee or any of its assets, or subject to any judgment, order, decree,
        rule or regulation of any governmental authority which would, in each case
        or in
        the aggregate, adversely affect Lessee's condition, financial or otherwise,
        or
        Lessee's prospects or the Leased Property.
 
 (d)           No
        consent, approval or other authorization of, or registration, declaration
        or
        filing with, any governmental authority is required for the due execution
        and
        delivery of this Amendment, or for the performance by or the validity or
        enforceability of this Amendment against Lessee.
 
 (e)           The
        execution and delivery of this Amendment and compliance with the provisions
        hereof will not result in (i) a breach or violation of (A) any Legal Requirement
        applicable to Lessee or any Facility now in effect; (B) the organizational
        or
        charter documents of such party; (C) any judgment, order or decree of any
        governmental authority binding upon Lessee; or (D) any agreement or instrument
        to which Lessee is a counterparty or by which it is bound; or (ii) the
        acceleration of any obligation of Lessee.
 
 8.           Financing
        Statement Amendments.Lessee hereby authorizes Lessor to file such financing
        statement amendments and other documents as may be necessary or desirable
        to
        perfect or continue the perfection of Lessor's security interest in the
        Collateral (including the Collateral relating to the Group 4
        Facilities).
  9.           Reaffirmation
        of Master Lease and Treatment Thereof.Lessor and Lessee hereby acknowledge,
        agree and reaffirm that (a) except as otherwise expressly provided in the
        Master
        Lease, as hereby amended, the Master Lease, as hereby amended, is and the
        parties intend the same for all purposes to be treated as a single, integrated
        and indivisible agreement, and (b) the Master Lease, as hereby amended, shall
        be
        treated as an operating lease for all purposes and not as a synthetic lease,
        financing lease or loan, and the Lessor shall be entitled to all of the benefits
        of ownership of the Leased Property, including depreciation for all federal,
        state and land tax purposes.
  -20-
  10.           ACMC
        Parties' Maintenance and Repair of the Group 4 TransferFacilities.To the actual knowledge of Lessor, without any duty to make any
        independent
        investigation or inquiry, no Event of Default or event or circumstance which
        with notice or passage of time, or both, would constitute an Event of Default
        currently exists under the HCP/ACMC Lease, with respect to the ACMC Parties'
        obligations to maintain and repair the Group 4 Transfer Facilities pursuant
        to
        the terms of the HCP/ACMC Lease.
 
 11.           Full
        Force and Effect; Counterparts; Facsimile Signatures.Except as hereby
        amended, the Master Lease shall remain in full force and effect. This Amendment
        may be executed in any number of counterparts, all of which shall constitute
        one
        and the same instrument. Telecopied signatures may be used in place of original
        signatures on this Amendment, and Lessor and Lessee both intend to be bound
        by
        the signatures of the telecopied document.
 
 12.           Transfer
        Consideration.Lessor and Lessee acknowledge that (a) the Transfer
        Consideration Facilities currently consist of the Group 1 Facilities and
        the
        Group 2 Facilities only, (b) the Group 3 Facilities and the Group 4 Facilities
        are not deemed Transfer Consideration Facilities, and (c) Lessee shall have
        no
        obligation to pay Transfer Consideration in connection with any Transfer
        relating to such Group 3 Facilities or Group 4 Facilities.
 
 *[Signatures
        on Next Page]*
  -21-
  IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
        as
        of the day and year first written above.
 
 LESSOR:
              HEALTH
                  CARE PROPERTYINVESTORS,
                  INC.,a
                  Maryland corporationBy:
              /s/
                  Edward J. HenningEdward
                  J. HenningIts:
              Senior
                  Vice President
 
 WITNESSES/s/
                  Brian J. Maas(signature)Name:
              Brian
                  J. Maas(print)/s/
                  Mercedes Kerr(signature)Narne:
              Mercedes
                  Kerr(print)
 
 WESTMINSTER
                  HCP, LLC,a
                  Delaware limited liability companyBy:
              HCPI/Tennessee,
                  LLC,a
                  Delaware limited liability company,its
                  Sole MemberBy:
              Health
                  Care Property Investors,Inc.,
                  a Maryland corporation,its
                  Managing MemberBy:
              /s/
                  Edward J. HenningEdward
                  J. HenningIts:
              Senior
                  Vice President
 
 WITNESSES/s/
                  Brian J. Maas(signature)Name:
              Brian
                  J. Maas(print)/s/
                  Mercedes Kerr(signature)Name:
              Mercedes
                  Kerr(print)
 S-1
 LESSOR
                  (Continued):
              TEXAS
                  HCP HOLDING, L.P.,a
                  Delaware limited partnershipBy:
              Texas
                  HCP G.P., Inc.,a
                  Delaware corporationBy:
              /s/
                  Edward J. HenningEdward
                  J. HenningIts:
              Senior
                  Vice President
 
 WITNESSES/s/
                  Brian J. Maas(signature)Name:
              Brian
                  J. Maas(print)/s/
                  Mercedes Kerr(signature)Narne:
              Mercedes
                  Kerr(print)
 
 HCP
                AL OF FLORIDA, LLC,a
                Delaware limited liability companyBy:
              Health
                  Care Property Investors, Inc.,a
                Maryland corporation,its
                Managing MemberBy:
              /s/
                  Edward J. HenningEdward
                J. HenningIts:
              Senior
                  Vice President
 
 WITNESSES/s/
                  Brian J. Maas(signature)Name:
              Brian
                  J. Maas(print)/s/
                  Mercedes Kerr(signature)Name:
              Mercedes
                  Kerr(print)
  S-2
 
 LESSEE:
              LH
                  ASSISTED LIVING, LLC,a
                  Delaware limited liability companyBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
 
 SUMMERVILLE
                  AT COBBCO, INC.,a
                  California corporationBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
  S-3
 
 LESSEE
                  (Continued):
              SUMMERVILLE
                  AT HILLSBOROUGH,L.L.C.,a
                  New Jersey limited liability companyBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
 
 SUMMERVILLE
                  AT OCOEE, INC.,a
                  Delaware corporationBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
  S-4
 
 LESSEE
                  (Continued):
              SUMMERVILLE
                  AT PORT ORANGE,INC.,a
                  Delaware corporationBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
 
 SUMMERVILLE
                  AT PRINCE WILLIAM,INC.,a
                  Delaware corporationBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
  S-5
 
 LESSEE
                  (Continued):
              SUMMERVILLE
                  AT STAFFORD, L.L.C.,a
                  New Jersey limited liability companyBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
 
 SUMMERVILLE
                  AT VOORHEES, L.L.C.,a
                  New Jersey limited liability companyBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
  S-6
 
 LESSEE
                  (Continued):
              SUMMERVILLE
                  AT WESTMINSTER,INC.,a
                  Maryland corporationBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
 
 SUMMERVILLE
                  AT PINELLAS PARK,LLC,
                  a Delaware limited liability companyBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
  S-7
 
 LESSEE
                  (Continued):
              SUMMERVILLE
                  AT OCALA WEST,LLC,a
                  Delaware limited liability companyBy:
              /s/
                  Granger CobbIts:
              President
 
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
 
 SUMMERVILLE
                  AT CY-FAIRASSOCIATES,
                  L.P.,a
                  Delaware limited partnershipBy:
              Summerville
                  at CY-Fair, LLC,a
                  Delaware limited liability company,Its
                  General PartnerBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
  S-8
 
 LESSEE
                  (Continued):
              SUMMERVILLE
                  AT FRIENDSWOODASSOCIATES,
                  L.P.,a
                  Delaware limited partnershipBy:
              Summerville
                  at Friendswood, LLC,a
                  Delaware limited liability company,Its
                  General PartnerBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
 
 SUMMERVILLE
                  AT NEW PORTRICHEY,
                  LLC, a Delaware liabilitycompanyBy:
              /s/
                  Granger CobbIts:
              President
 
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
  S-9
 
 LESSEE
                  (Continued):
              SUMMERVILLE
                  AT LAKELAND, LLC,a
                  Delaware liability companyBy
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
 
 
 SUMMERVILLE
                  AT ST. AUGUSTINELLC,a
                  Delaware liability companyBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
  S-10
 
 LESSEE
                  (Continued):
              SUMMERVILLE
                  AT OCALA EAST, LLC,a
                  Delaware liability companyBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
 
 SUMMERVILLE
                  AT VENICE, LLC,a
                  Delaware liability companyBy:
              /s/
                  Granger CobbIts:
              President
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
  S-11
  **CONSENT,
          REAFFIRMATION AND AGREEMENT OF GUARANTOR**
 
 The
          undersigned Guarantor hereby (i) reaffirms all of its obligations under
          the
          Guaranty, (ii) consents to the foregoing Amendment and (iii) agrees that
          (A) its
          obligations under the Guaranty shall extend to Lessee's duties, covenants
          and
          obligations pursuant to the Master Lease, as hereby amended, and (B) the
          Guaranty as hereby reaffirmed and extended shall be for the benefit of
          each
          party comprising Lessor under the Master Lease, as hereby
          amended.
 
 SUMMERVILLE
                  SENIORLIVING,
                  INC.,a
                  Delaware corporationBy:
              /s/
                  Granger CobbIts:
              President
 
 
 WITNESSES/s/
                  Carol Phillips(signature)Name:
              Carol
                  Phillips(print)/s/
                  Melanie Werdel(signature)Name:
              Melanie
                  Werdel(print)
 S-12