EXHIBIT 10.13


                        FIRST AMENDMENT TO LOAN AGREEMENT


                  This First Amendment to Loan Agreement is effective as of
April 1, 2006, by and between DIVERSICARE WINDSOR HOUSE, LLC, a Delaware limited
liability company (together with its successors and assigns, the "Borrower"),
and GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation (together
with its successors and assigns, the "Lender").

                                    RECITALS:

                  A. Borrower and the Lender entered that certain Loan Agreement
dated March 29, 2001 (the "Agreement"). Unless otherwise defined in this First
Amendment, capitalized terms shall have the meaning given to them in the
Agreement.

                  B. The Borrower and the Lender desire to amend the Agreement
and have agreed to execute this First Amendment to evidence such modification.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the above Recitals, the
Borrower and the Lender hereby amend the Agreement as follows:


                  1. Paragraph 1.1, "Maturity Date" is hereby amended by
changing the date to "July 1, 2006".

                  Except as expressly amended hereby, the Agreement shall remain
in full force and effect in accordance with its terms.










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                  IN WITNESS WHEREOF, the Borrower and the Lender have caused
this First Amendment to be properly executed by their respective duly authorized
officers as of the date first above written.

                                     DIVERSICARE WINDSOR HOUSE, LLC, a Delaware
                                     limited liability company

                                     By: Diversicare Leasing Corp., a Tennessee
                                     corporation
                                     Its: Sole Member

                                              By: /s/ Glynn Riddle
                                                  ------------------------------
                                                     Glynn Riddle,
                                                     Chief Financial Officer


                                     GMAC COMMERCIAL MORTGAGE
                                     CORPORATION, a California corporation

                                     By /s/ Laura Y. McDonald
                                        ----------------------------------------
                                       Its Senior Vice President
                                           -------------------------------------












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