Exhibit 10.24

**ALLONGE #1 TO DEED OF TRUST NOTE OF ARV LAS POSAS, L.P. TO REDMORTGAGE CAPTIAL, INC. IN THE ORIGINAL PRINCIPAL SUM OF $12,240,000.00 DATED AS OF APRIL 1, 2003**

        1.        Except as provided in Paragraphs 2, and 3 below, Maker may not prepay any sums due under the Deed of Trust Note (the“Note”) prior to June 1, 2008.  Commencing on June 1, 2008, upon thirty (30) days advance written notice to the Holder, Maker may prepay the indebtedness evidenced by this Note, in whole or in an amount equal to one or more monthlypayments of principal next due, on the last day of any month, provided such prepayment is accompanied by the prepayment penalty (expressed as a percentage of the principal amount so prepaid) set forth below:

| **Prepayment Periods**            |   | **Prepayment Penalty** |   |
|-----------------------------------|--------|------------------------|--------|
|                                   |   |                        |        |   |
| June 1, 2008 through May 31, 2009 |   |                   | 5      | % |
| June 1, 2009 through May 31, 2010 |   |                   | 4      | % |
| June 1, 2010 through May 31, 2011 |   |                   | 3      | % |
| June 1, 2011 through May 31, 2012 |   |                   | 2      | % |
| June 1, 2012 through May 31, 2013 |   |                   | 1      | % |
| June 1, 2013 and thereafter       |   |                   | None   |   |

        All such prepayments, including the principal sum andinterest thereon to and including the date of such prepayment and any prepayment penalty due in connection therewith, shall be paid in immediately available Federal Funds.

        2.         Notwithstanding any prepayment prohibition imposed and/or penalty required by this Allonge #1 with respect to voluntaryprepayments made prior to June 1, 2012, the indebtedness may be prepaid in whole or in part without the consent of the holder and without prepayment premium if the Commissioner determines that prepayment will avoid a mortgage insurance claim and istherefore in the best interest of the Federal Government.

        3.         The provisions of Paragraph 1 of thisAllonge #1 shall not apply and no prepayment premium shall be collected by the holder with respect to any prepayment which is made by or on behalf of Maker from insurance proceeds as a result of damage to the property or condemnation awards whichmay, at the option of the holder, be applied to reduce the indebtedness evidenced by the Note pursuant to the terms of the Mortgage given of even date to secure the indebtedness evidenced by the Note.

        4.         A reduction in the principal amount of the Note required by the Commissioner at the time of Initial/Final Endorsement by theCommissioner as a result of the Commissioner’s cost certification requirements shall not be construed as a prepayment hereunder.  If a reduction is required by the Commissioner as aforesaid, or if any prepayment from any source (to theextent permitted herein) is made, the remaining payments due on the Note may, with the approval of the holder and the Commissioner, be recast such that the required monthly payments of principal and interest shall be in equal amounts sufficient toamortize the Note over the then remaining term thereof.

|   | **ARV LAS POSAS, L.P.**          |                                              |
|--------|----------------------------------|---------------------------------------------------|
|   | a California limited partnership |                                              |
|   |                             |                                              |   |   |   |
|   | By:                              | AMERICAN RETIREMENT  VILLAS                       |   |
|   |                             | PROPERTIES III, L.P.                              |   |
|   |                             | a California limited partnership, General Partner |   |
|   |                             |                                              |   |   |
|   |                             | By:                                               | ARV ASSISTED  LIVING , INC. |   |
|   |                             |                                              | a Delaware corporation, General Partner |   |
|   |                             |                                              |   |   |   |
|   |                             |                                              | By: |   |   |
|   |                             |                                              |   |  |   |
|   |                             |                                              |   | **Douglas Armstrong Senior Vice President** |   |

**END OF ALLONGE #1**