Exhibit 10.41

                 FIRST AMENDMENT TO GUARANTEE REIMBURSEMENT AGREEMENT


               This FIRST AMENDMENT TO GUARANTEE REIMBURSEMENT AGREEMENT
          (the "First Amendment") is being entered into as of October 30,
          1990, between National Medical Enterprises, Inc., a Nevada
          corporation ("NME") and The Hillhaven Corporation, a Nevada
          corporation ("New Hillhaven").

                                       RECITALS

               A. NME and Hillhaven have entered into that certain
          Guarantee Reimbursement Agreement, dated as of January 31, 1990
          (the "Agreement").

               B. Excluded from the reimbursement Obligations (as defined
          in the Agreement) of New Hillhaven under Section 1(a) of the
          Agreement are the Obligations set forth in Appendix B to the
          Agreement ("Appendix B").

               C. The Obligation set forth as item 3 of Appendix B is the
          Obligation with respect to $6,200,000 aggregate principal amount
          of The Industrial Development Authority of the County of Yavapai
          Industrial Development Revenue Refunding Bonds (Kachina Pointe
          Project) Series 1988 (the "Bonds"). 

               D. Hillhaven Properties, Ltd. ("Hillhaven Properties")
          desires to acquire the Kachina Pointe Project (the "Project"). 
          In connection with its acquisition of the Project, Hillhaven
          Properties must assume the Obligations of the Kachina Pointe
          Limited Partnership (the "Partnership") under its Reimbursement
          Agreement, dated as of August 1, 1988, with Swiss Bank
          Corporation (the "Bank").  The reimbursement obligations of the
          Partnership to the Bank are guarantied by NME pursuant to a
          Guaranty Agreement, dated as of August 11, 1988 (the "Guaranty").

               E. In order to induce the Bank to allow Hillhaven
          Properties to assume the obligations of the Partnership under the
          Reimbursement Agreement with the Bank, NME must affirm to the
          Bank that its Guaranty will remain effective with respect to
          Hillhaven Properties to the same extent that it is effective with
          respect to the Partnership, which affirmation is evidenced by
          that certain Affirmation of Guaranty, dated as of even date
          herewith, from NME to the Bank (the "Affirmation").

               F. In order to induce NME to execute the Affirmation, New 
          Hillhaven, which owns all of the issued and outstanding stock of
          Hillhaven Properties, has agreed to amend the Guarantee
          Reimbursement Agreement to delete item 3 from Appendix B.

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



          

 
                                      AGREEMENT

               1. Amendment of Agreement.  New Hillhaven and NME hereby
          agree to amend the Agreement by deleting item 3 from Appendix B
          to the Agreement.  Appendix B to the Agreement is hereby amended
          by deleting in its entirety the following: "3. $6,200,000
          aggregate principal amount of The Industrial Development
          Authority of the County of Yavapai Industrial Development Revenue
          Refunding Bonds (Kachina Pointe Project) Series 1988."

               2. Obligations Includes Kachina Pointe Bonds.  New
          Hillhaven and NME hereby agree that upon NME's execution and
          delivery of the above-referenced Affirmation, the Agreement shall
          be amended to include within the definition of Obligations for
          all purposes, including, without limitation, for purposes of
          Section 1, the Kachina Pointe Bond Obligations referred to in
          item 3 of Appendix B, which Obligations have been deleted from
          Appendix B pursuant to paragraph 1 of this First Amendment.

               3. Full Force and Effect.  Except as expressly amended
          hereby, the Agreement remains in full force and effect.

               4. Counterparts.  This First Amendment may be executed in
          several counterparts, each of which shall be deemed an original,
          but such counterparts shall together shall constitute but one and
          the same instrument.

               5. Governing Law.  This First Amendment shall be governed
          by and construed in accordance with the laws of the State of
          California.

               IN WITNESS WHEREOF, the parties hereto have caused this
          First Amendment to be executed and delivered as of the day and
          year first above stated.

                                             The Hillhaven Corporation, 
                                             a Nevada corporation
            

                                             By: /s/ Robert F. Pacquer      
                          
                                             Name: Robert F. Pacquer

                                             Title: Senior Vice President


                                             National Medical Enterprises,
                                             Inc., a Nevada corporation
            

                                             By: /s/ Marcus E. Powers

                                             Name: Marcus E. Powers

                                             Title: Senior Vice President