EXHIBIT 10.5 CONSTRUCTION LOAN ADMINISTRATION AGREEMENT

THIS CONSTRUCTION LOAN ADMINISTRATION AGREEMENT ("Agreement") is made as of the 7th day of July, 2005, by Bank of America, N.A. (" Bank "), and the Borrower identified in Exhibit B (" Borrower "), who agree as follows:

WHEREAS, Bank has agreed to loan to Borrower amounts up to an aggregate of Twenty Three Million Two Hundred Twelve Thousand Five Hundred Fifty and No/100 Dollars ($23,180,008.00) of which of up to $18,721,550 shall be available on a term loan basis for the purposes of financing and/or refinancing the acquisition costs of a skilled nursing facility known as Hacienda De Vida, consisting of a 128 bed skilled nursing facility and a 44 unit assisted living facility, and up to $4,458,458 shall be available for providing financing for the construction of a 21-unit assisted living expansion and a connected 20-unit Alzheimer’s building (the "Project"); and

WHEREAS, the foregoing loans from Bank shall be evidenced by three (3) notes, being a $4,458,458.00 construction loan note, a $9,360,775.00 floating rate term note and a $9,360,775.00 fixed rate term note; and

WHEREAS, the $4,458,458.00 Construction Loan Promissory Note evidencing the construction loan (the "Construction Loan") from Bank to Borrower shall be disbursed by Bank to enable Borrower to construct the 21-unit assisted living expansion and a connected 20-unit Alzheimer’s building contiguous to Hacienda De Vida; and

WHEREAS, Bank requires that disbursements from the Construction Loan be approved by Bank pursuant to criteria hereinafter set forth; and

WHEREAS, the purpose of this Agreement is to set forth the terms and conditions related to administration and disbursement of the Construction Loan.

Section 1.1.   General Information and Purpose . The Basic Information attached as Exhibit "B" and all other exhibits, which are made a part of this Agreement and incorporated herein by reference, contain definitions of certain terms used herein, and also contain other terms, provisions, and conditions applicable to the Construction Loan. The proceeds of the Construction Loan are to be used by Borrower to pay the cost of the construction of the Improvements on the Land, and other costs regarding the Property if and to the extent that such costs are specifically provided for in the Budget. The Loan Documents, which must be in form, detail and substance satisfactory to Bank, evidence the agreements of Borrower and Bank with respect to the Construction Loan. Borrower shall comply with all Loan Documents.

Section 1.2.   Administration of Construction Loan . Bank agrees to administer the Construction Loan in accordance with the terms and conditions of this Agreement.

Section 1.3.   Budget . The Construction Loan amounts are allocated for the costs of the Project shown in the Budget attached as Exhibit "D" . The Budget has been prepared by the Borrower, and Borrower represents to Bank that it includes all projected costs and expenses (the " Aggregate Cost ") incident to the Project, after taking into account the requirements of this Agreement. Bank shall not be required to approve a Requisition which includes (a) any advance for any cost not set forth in the Budget, (b) any advance for any line item in the Budget that, when added to all prior advances for that line item, would exceed the lesser of (i) the actual cost incurred by Borrower for such line item or (ii) the sum allocated in the Budget for that line item, (c) any advance for any contingency line item unless Bank consents to such advance in its sole discretion, reasonably exercised, or (d) any advance other than as provided in the Budget or to make any advance for interest on the Construction Loan after commencement of operations in the Improvements if and to the extent that there is sufficient net operating income from the Property to cover any such interest. Bank may approve Requisitions for advances allocated to line items in the Budget for other purposes or in different proportions as Bank in its sole discretion deems necessary or advisable. Any reallocation of Construction Loan amounts from one Budget line item to another, or any other amendment to the Budget, shall be subject to Bank's approval prior to the making of any advance of the Construction Loan based upon such reallocation or amendment.

Section 1.4.   Borrower's Deposit . If at any time Bank determines that the sum of (i) the unadvanced portion of the Construction Loan to which Borrower is entitled, plus (ii) the amounts of the Aggregate Cost which are scheduled to be paid by Borrower from funds which are available, set aside and committed, to Bank's satisfaction, is or will be insufficient to pay the unpaid actual Aggregate Cost, Borrower shall, within seven (7) days after written notice from Bank, deposit with Bank the amount of the deficiency (" Borrower's Deposit ") in an interest-bearing account of Bank's selection with interest earned thereon to be part of the Borrower's Deposit. Such Borrower's Deposit shall be advanced as construction progresses in accordance with this Agreement before any, or any additional, Construction Loan disbursements are made. Upon a Default, Bank may (but shall have no obligation to) apply all or any part of the Borrower's Deposit against the unpaid Obligations in such order as Bank determines.

Section 2.1.   Plans . Borrower assumes full responsibility for the compliance of the Plans and the Property and the construction of the Improvements in accordance with all laws, governmental requirements and sound building and engineering practices. No construction shall be undertaken on the Land except as shown in the Plans. No plans or specifications, or any changes thereto, except Permitted Changes, shall be included as part of the Plans until consented to by Bank, all applicable governmental authorities, and all parties required under the Loan Documents.

Section 2.2.   Contracts . Bank shall have the right of approval as to parties, terms, and all other matters, with respect to (a) any contract for the performance of any work or the supplying of any labor, materials, or services for the design or construction of the Improvements, (b) any management, leasing, maintenance or other contract pertaining to the Property and (c) the modification, amendment or termination of any such contracts. Borrower shall not default under any contract, Borrower shall not permit any contract to terminate by reason of any failure of Borrower to perform thereunder, and Borrower shall promptly notify Bank of any material default thereunder. Borrower will deliver to Bank, upon request of Bank, the names of all persons or entities with whom each contractor has contracted or intends to contract for the construction of the Improvements or for the furnishing of labor or materials therefore.

Section 2.3.   Construction of the Improvements . Borrower shall complete construction of the Improvements, and shall obtain a permanent unconditional certificate of occupancy and all other permits, licenses, and approvals for the occupancy, use and operation of the Improvements from all applicable governmental authorities on or before the Completion Date, free and clear of all liens except the Loan Documents. Borrower shall correct promptly (a) any material defect in the Improvements, (b) any material departure from the Plans, law, or governmental requirements, or (c) any encroachment by any Improvements or structure on any building setback line, easement, property line or restricted area. Borrower shall not permit cessation of work for a period in excess of fifteen (15) consecutive days.

Section 2.4.   Changes . Without Bank's prior written consent, Borrower shall not change or modify the Plans, agree to any change order, or allow any extras to any contractor or any subcontractor, except that Borrower may make the Permitted Changes if: i) Borrower notifies Bank in writing of the change or extra with appropriate supporting documentation and information; ii) Borrower obtains the approval of the applicable contractor, Borrower's architect, and all sureties; iii) the structural integrity, quality and standard of workmanship of the Improvements is not impaired; iv) no substantial change in architectural appearance is affected; v) no default in any obligation to any person or violation of any law or governmental requirement would result from such change or extra; vi) Borrower complies with Section 1.4 of this Agreement to cover any excess cost resulting from the change or extra; and vii) completion of the Improvements by the Completion Date will not be affected. Bank shall not be obligated to review a proposed change unless it has received all documents necessary to review such change, such as the change order, cost estimates, plans and specifications, and evidence that all approvals by all applicable parties have been obtained.

Section 2.5.   Storage of Materials . Borrower shall cause all materials supplied for, or intended to be utilized in the construction of the Improvements, but not yet affixed to or incorporated into the Improvements on the Land, to be stored on the Land with adequate safeguards as required by Bank to prevent loss, theft, damage or commingling with other materials or projects. Borrower shall not purchase or order materials for delivery more than forty-five (45) days prior to the scheduled incorporation of such materials into the Improvements.

Section 2.6.   Inspection . Bank or Bank's agent may enter upon the Property to inspect the Property and any materials at any reasonable time. Borrower will furnish to Bank at any time for inspection and copying all Plans, shop drawings, specifications, books and records, and other documents and information required by Bank.

Section 2.7.   Notice to Bank . Borrower shall promptly notify Bank in writing of any of the following events, specifying in each case the action Borrower has taken or will take with respect thereto: viii)any violation of any law or governmental requirement; ix)any litigation, arbitration or governmental investigation or proceeding instituted or threatened against Borrower or the Property or any material development therein; x)any actual or threatened condemnation of any portion of the Property, any negotiations with respect to any such taking, or any loss of or substantial damage to the Property; xi)any labor controversy pending or threatened against Borrower or any contractor or any material development in any labor controversy; xii) any notice received by Borrower with respect to the cancellation, alteration or non-renewal of any insurance coverage maintained with respect to the Property; or xiii)any failure by Borrower or any contractor to perform any material obligation under any construction contract, any event or condition which would permit termination of a construction contract or suspension of work thereunder, or any notice given by Borrower or any contractor with respect to any of the foregoing.

Section 2.8.   Assignment of Contracts and Plans . As additional security for the payment of the Construction Loan, at Bank's request Borrower agrees to transfer and assign to Bank together with such consents thereto as Bank may request all of Borrower's rights and interest, but not its liability, in, under, all existing or future construction, architectural and design contracts, and the Plans, and further agrees that all of the same shall be covered by the security agreement provisions of the Deed of Trust. Borrower represents and warrants that the copy of any contract furnished or to be furnished to Bank is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Bank are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower's interest therein is not subject to any claim, setoff, or encumbrance. Neither this assignment nor any action by Bank shall constitute an assumption by Bank of any obligation under any contract or with respect to the Plans, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto, Borrower hereby agreeing to perform all of its obligations under any contract. Bank shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action Bank may determine necessary to cure any default under any contract or with respect to the Plans or to protect the rights of Borrower or Bank with respect thereto. Bank shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Bank harmless against and from any loss, cost, liability or expense (including, but not limited to, attorneys' fees and expenses) incurred in connection with Borrower's failure to perform such contracts or any action taken by Bank. Bank may use the Plans for any purpose relating to the Improvements. Borrower irrevocably constitutes and appoints Bank as Borrower's attorney-in-fact, which power of attorney shall be irrevocable and coupled with an interest, in Borrower's name or in Bank's name to enforce all rights of Borrower under any contract or with respect to the Plans.

Section 2.9.   Omitted .

Section 2.10.   Financial Statements . Borrower shall deliver to Bank the Financial Statements and other statements and information at the times and for the periods described in the Basic Information, as otherwise required by any other Loan Documents and from time to time such additional financial statements and information Bank requests.

Section 2.11.   Annual Appraisal . Bank may obtain at Borrower's expense, as required by Bank's policy from time to time, an appraisal of any part of the Property prepared in accordance with written instructions from Bank by a third-party appraiser engaged directly by Bank; provided, Borrower will not be required to pay for more than one (1) appraisal in any twelve (12) month period. Each such appraiser and appraisal shall be satisfactory to Bank (including satisfaction of applicable regulatory requirements). The cost of each such appraisal shall be due and payable by Borrower on demand and shall be secured by the Loan Documents.

Section 2.12.   Reports and Vouchers . Borrower shall (a) promptly deliver to Bank copies of all reports, studies, inspections and tests made on the Land, the Improvements or the materials to be incorporated into the Improvements; and (b) make additional tests Bank reasonably requires. Borrower shall immediately notify Bank of such report, study, inspection or test that indicates any adverse condition in the Land or the Improvements.

Section 2.13.   Payment of Withholding Taxes . Borrower shall not use, or knowingly permit any contractor or subcontractor to use, any portion of the proceeds of any advance to pay the wages of employees unless a portion of the proceeds or other funds are also used to make timely payment to or deposit with the United States all amounts of tax required to be deducted and withheld with respect to such wages under the Internal Revenue Code, and to make timely payment to or deposit with any local and/or state governmental authority or agency having jurisdiction all amounts of tax required to be deducted and withheld with respect to such wages under any applicable local and/or state laws.

Section 2.14.   Representations and Warranties . Borrower hereby represents and warrants to Bank that xiv) to the extent required by applicable law, Borrower has filed all necessary tax returns and reports and has paid all taxes and governmental charges thereby shown to be owing; xv) the Plans have been or will, prior to commencement of construction, be approved by all applicable governmental authorities, accepted by each contractor, complete in all material respects, adequate for the construction of the Improvements (containing all necessary detail), and in compliance with the Loan Documents, all applicable laws, restrictive covenants, and governmental requirements, rules, and regulations; xvi) the Land is, or will be, separately assessed for tax purposes; xvii) the Land and Improvements comply with all laws and governmental requirements, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; xviii) the Plans will and the Improvements when constructed will comply with all legal requirements regarding access and facilities for handicapped or disabled persons; xix) Borrower has not directly or indirectly conveyed, assigned or otherwise disposed of or transferred (or agreed to do so) any air rights or other similar rights, privileges or attributes with respect to the Property, including those arising under any zoning or land use ordinance or other law or governmental requirement; xx) the construction schedule for the Project is realistic and the Completion Date is a reasonable estimate of the time required to complete the Project; and xxi) the Financial Statements delivered to Bank are true and correct, and there has been no material change of Borrower's financial condition from the financial condition of Borrower indicated in such Financial Statements.

Section 3.1.   Events of Default . "Default" shall have the meaning set forth in the Loan Agreement.

Section 3.2.   Remedies . Upon a Default Bank may, at its election, but without any obligation to do so, pursue the remedies set forth in the Loan Agreement or in any of the other Loan Documents.

Section 4.1.   Omitted .

Section 4.2.   Bank's Consent . Except where otherwise expressly provided in the Loan Documents, in any instance where the approval, consent or the exercise of judgment of Bank is required, the granting or denial of such approval or consent and the exercise of such judgment shall be (a) within the sole reasonable discretion of Bank; and (b) deemed to have been given only by a specific writing intended for the purpose given and executed by Bank. Notwithstanding any approvals or consents by Bank, Bank has no obligation or responsibility whatsoever for the adequacy, form or content of the Plans, the Budget, any contract, any change order, any lease, or any other matter incident to the Property or the construction of the Improvements. Bank's acceptance of an assignment of the Plans shall not constitute approval of the Plans. Any inspection or audit of the Property or the books and records of Borrower, or the procuring of documents and financial and other information, by or on behalf of Bank shall be for Bank's protection only, and shall not constitute any assumption of responsibility to Borrower or anyone else with regard to the condition, construction, maintenance or operation of the Property, or relieve Borrower of any of Borrower's obligations. Borrower has selected all surveyors, architects, engineers, contractors, materialmen and all other persons or entities furnishing services or materials to the Project. Bank has no duty to supervise or to inspect the Property or the construction of the Improvements nor any duty of care to Borrower or any other person to protect against, or inform Borrower or any other person of, the existence of negligent, faulty, inadequate or defective design or construction of the Improvements. Bank shall not be liable or responsible for any defect in the Property or the Improvements, the performance or default of Borrower, Borrower's architect, engineer and contractor, or any other party, or for any failure to construct, complete, protect or insure the Improvements, or for the payment of costs of labor, materials, or services supplied for the construction of the Improvements, or for the performance of any obligation of Borrower whatsoever. Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Bank. Inspection shall not constitute an acknowledgment or representation by Bank that there has been or will be compliance with the Plans, Loan Documents, applicable laws and governmental requirements or that the construction is free from defective materials or workmanship. Inspection whether or not followed by notice of Default shall not constitute a waiver of any Default then existing, or a waiver of Bank's right thereafter to insist that the Improvements be constructed in accordance with the Plans, Loan Documents, applicable laws, and governmental requirements. Bank's failure to inspect shall not constitute a waiver of any of Bank's rights under the Loan Documents or at law or in equity.

Section 4.3.   Miscellaneous . This Agreement may be executed in several counterparts, all of which are identical, and all of which counterparts together shall constitute one and the same instrument. A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Agreement to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. Time shall be of the essence with respect to Borrower's obligations under the Loan Documents. This Agreement, and its validity, enforcement and interpretation, shall be governed by Tennessee law (without regard to any conflict of laws principles) and applicable United States federal law.

Section 4.4.   Notices . Unless specifically provided otherwise, any notice for purposes of this agreement or any other Loan Document shall be given in accordance with the provisions of the Loan Agreement.

Section 4.5.   Successors and Assigns . This Agreement shall be binding upon Borrower, and Borrower's heirs, devisees, representatives, successors and assigns, and shall inure to the benefit of Bank and its successors and assigns, provided, however, that Borrower shall not assign or encumber any interest of Borrower under any Loan Document or in any proceeds of the Construction Loan without the prior written consent of Bank.

Section 4.6.   Modification or Termination . The Loan Documents may only be modified or terminated by a written instrument or instruments intended for that purpose and executed by the party against which enforcement thereof is asserted. This Agreement shall continue in full force and effect until the Obligations are paid in full; and all representations and warranties and all provisions herein for indemnity of Bank (and any other provisions herein specified to survive) shall survive payment in full of the Obligations and any release or termination of this Agreement or of any other Loan Documents.

Section 4.7.   Costs and Expenses . Without limitation of any Loan Document and to the extent not prohibited by applicable laws, Borrower shall pay when due, and reimburse to Bank on demand, and indemnify Bank from, all out-of-pocket fees, costs, and expenses paid or incurred by Bank in connection with the negotiation, preparation and execution of this Agreement and the other Loan Documents (and any amendments, approvals, consents, waivers and releases requested, required, proposed or done from time to time), or in connection with the disbursement, administration or collection of the Construction Loan or the enforcement of the obligations or the exercise of any right or remedy of Bank, including xxii) fees and expenses of Bank's counsel; xxiii) appraisal, re-appraisal and survey costs; xxiv) title insurance charges and premiums; xxv) title search or examination costs, including abstracts, abstractors' certificates and uniform commercial code searches; xxvi) judgment and tax lien searches for Borrower; xxvii) escrow fees; xxviii) fees and costs of environmental investigations and site assessments; xxix) recordation taxes, documentary taxes, transfer taxes, mortgage taxes and intangible recording taxes xxx) filing and recording fees, and xxxi) brokerage fees. Borrower shall pay all costs and expenses incurred by Bank, including attorneys' fees, if the obligations or any part thereof are sought to be collected by or through an attorney at law, whether or not involving probate, appellate, administrative or bankruptcy proceedings. Borrower shall pay all costs and expenses of complying with the Loan Documents, whether or not such costs and expenses are included in the Budget. Borrower's obligations under this Section shall survive the delivery of the Loan Documents, the making of advances, the payment in full of the obligations, the release or termination of the Loan Documents, the foreclosure of the Deed of Trust or conveyance in lieu of foreclosure, any bankruptcy or other debtor relief proceeding, and any other event whatsoever.

Section 4.8.   Further Assurances . Borrower will, on request of Bank, xxxii) promptly correct any defect, error or omission in any Loan Document; xxxiii) execute, acknowledge, deliver, procure, record or file such further instruments and do such further acts deemed necessary, desirable or proper by Bank to carry out the purposes of the Loan Documents and to identify and subject to the liens and security interest of the Loan Documents any property intended to be covered thereby, including any renewals, additions, substitutions, replacements, or appurtenances to the Property; xxxiv) execute, acknowledge, deliver, procure, file or record any document or instrument deemed necessary, desirable, or proper by Bank and to protect the liens or the security interest under the Loan Documents against the rights or interests of third persons; and xxxv) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts deemed necessary, desirable or proper by Bank to comply with the requirements of any agency having jurisdiction over Bank or any examiners of such agencies with respect to the Construction Loan, Borrower or the Property. Borrower shall pay all costs connected with any of the foregoing, which shall be a demand obligation owing by Borrower (which Borrower hereby promises to pay) to Bank pursuant to this Agreement.

Section 4.9.   No Assignment . Borrower shall not assign, transfer or encumber its rights or obligations under any Loan Document or any proceeds of the Construction Loan without the prior written consent of Bank.

Section 4.10.   Inducement to Bank . The representations and warranties contained in the Loan Documents xxxvi) are made to induce Bank to make the Construction Loan and Bank is relying thereon, and xxxvii) shall survive any bankruptcy proceedings involving Borrower or the Property, foreclosure, or conveyance in lieu of foreclosure.

Section 4.11.   Omitted .

Section 4.12.   Interpretation . References to "Dollars," "$," "money," "payments" or other similar financial or monetary terms are references to lawful money of the United States of America. References to Articles, Sections, and Exhibits are, unless specified otherwise, references to articles, sections and exhibits of this Agreement. Words of any gender shall include each other gender. Words in the singular shall include the plural and words in the plural shall include the singular. References to Borrower shall mean, each person comprising same, jointly and severally. References to persons shall include any legal entities, including public or governmental bodies, agencies or instrumentalities, and natural persons. The words "herein," "hereof," "hereunder" and other similar compounds of the word "here" shall refer to the entire Agreement and not to any particular provision or section. The words "include" and "including" shall be interpreted as if followed by the words "without limitation". Captions and headings in the Loan Documents are for convenience only and shall not affect the construction of the Loan Documents.

Section 4.13.   No Partnership, etc . The relationship between Bank and Borrower is solely that of Bank and borrower. Bank has no fiduciary or other special relationship with or duty to Borrower and none is created by the Loan Documents. Nothing contained in the Loan Documents, and no action taken or omitted pursuant to the Loan Documents, is intended or shall be construed to create any partnership, joint venture, association, or special relationship between Borrower and Bank or in any way make Bank a co-principal with Borrower with reference to the Project, the Property or otherwise. In no event shall Bank's rights and interests under the Loan Documents be construed to give Bank the right to control, or be deemed to indicate that Bank is in control of, the business, properties, management or operations of Borrower.

Section 4.14.   Records . The unpaid amount of the Construction Loan set forth on the books and records of Bank maintained in the ordinary course of its business shall be presumptive evidence of the amount thereof owing and unpaid, but failure to record any such amount on the books and records shall not limit or affect the obligations of Borrower under the Loan Documents to make payments on the Construction L