FIRST AMENDMENT TO MORTGAGE AND SECURITY AGREEMENT

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                                                                   EXHIBIT 10.12

Indexing Instructions:

Prepared by and after Recording Return To:
Shannon B. Lisenby
Bradley Arant Rose & White LLP
One Federal Place
1819 Fifth Avenue North
Birmingham, AL 35203-2104
Telephone: (205) 521-8000
Facsimile: (205) 521-8800

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STATE OF ARKANSAS     )
COUNTY OF JACKSON     )

                                 FIRST AMENDMENT
                                        TO
                         MORTGAGE AND SECURITY AGREEMENT


                  This First Amendment to Mortgage and Security Agreement is
dated and is effective as of April 1, 2006, and is by and between DIVERSICARE
ASSISTED PINEDALE, LLC, a Delaware limited liability company (together with its
successors and assigns, the "Mortgagor"), whose address is 1621 Galleria
Boulevard, Brentwood, Tennessee 37027 and GMAC COMMERCIAL MORTGAGE CORPORATION,
a California corporation (together with its successors and assigns, the
"Mortgagee"), whose address is 200 Witmer Road, P.O. Box 809, Horsham,
Pennsylvania 19044.

                                    RECITALS:

                  A. The Mortgagor executed in favor of Mortgagee that certain
Mortgage and Security Agreement dated March 29, 2001, and recorded in Book 321,
Page 39 with the Jackson County Chancery and Circuit Clerk (the "Mortgage").
Unless otherwise defined in this First Amendment, capitalized terms shall have
the meaning given to them in the Mortgage.

                  B. The Mortgagor and the Mortgagee desire to amend the
Mortgage to extend the maturity date and have agreed to execute this First
Amendment to evidence such modification.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the above Recitals, the
Mortgagor and the Mortgagee hereby amend the Mortgage as follows:


                  The final maturity date, as reflected in Recital A on page 1,
is hereby changed from April 1, 2006 to July 1, 2006.

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



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                  The Mortgagor represents and warrants that the representations
and warranties set forth in the Mortgage are as true and correct on the date
hereof as when initially made, except as such representation or warranty
expressly relates to another date.

                  The Mortgagor acknowledges and agrees that there are no
offsets or defenses to the obligations set forth in the Mortgage, as hereby
amended, and represents that there are no Events of Default existing on th