PARTIAL RELEASE AND FIRST AMENDMENT TO MANAGEMENT AGREEMENT

Exhibit 10.62

PARTIAL RELEASE AND FIRST AMENDMENT
TO MANAGEMENT AGREEMENT

     This PARTIAL RELEASE AND FIRST AMENDMENT TO MANAGEMENT AGREEMENT is entered into and effective as of the 30th day of June, 2005 (the “Release and First Amendment”) by and between TANDEM REGIONAL MANAGEMENT OF OHIO, INC., an Ohio corporation (“Manager”), and HICKORY CREEK OF ATHENS, INC., an Ohio corporation, d/b/a Hickory Creek Nursing Center, and HEALTH CARE INDUSTRIES COMPANY, an Ohio corporation, and its affiliates (collectively, the “Owner”). Manager and Owner shall be referred to herein individually as a “Party” and collectively as the “Parties.”

     WHEREAS, the Parties entered into a Management Agreement dated June 9, 2003 (the “Agreement”) whereby Owner retained Manager to manage that certain nursing facility known as Hickory Creek Nursing Center located in The Plains, Ohio (the “Facility”).

     WHEREAS, the Agreement grants Manager certain exclusive rights, interests, privileges, and other benefits with respect to the Facility, including but not limited to, the exclusive right to enter into a lease agreement with Owner for the Facility at any time prior to December 31, 2005, and a right of first refusal to lease and/or purchase the Facility at any time during the term of the Agreement.

     WHEREAS, Owner has been presented with an unsolicited business proposal (the “Proposal”) that may involve reorganizing and restructuring the operations of the Facility with the operations of that certain nursing facility known as Arcadia Nursing Center located in Coolville, Ohio, which is owned by Arcadia Nursing Center, Inc. d/b/a Arcadia Nursing Center and Health Care Industries Company, and managed by Manager pursuant to that certain Management Agreement dated June 9, 2003. Owner has presented the Proposal to Manager and Manager has declined to participate whatsoever (as a partner, investor or lessee) in the Proposal.

     WHEREAS, Upon Owner’s execution of the Proposal, Manager agrees to release and suspend, upon the terms and conditions of this Release and First Amendment, certain rights, interests, privileges, and other benefits as granted to Manager pursuant to the Agreement. Manager’s release will enable Owner to fully pursue the Proposal without any liability whatsoever to Manager therefore.

     WHEREAS, in connection with Manager’s release, the Parties desire to amend and modify the terms of the Agreement upon the terms and conditions set forth in this Release and First Amendment.

     WHEREAS, any capitalized terms not defined herein shall have the same meaning associated to them as in the Agreement.

     WHEREAS, the Parties acknowledge and agree that the Agreement, to the extent not amended or modified in this Release and First Amendment, shall remain in full force and effect.

     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt of which is sufficiently acknowledged, the Parties agree as follows:

     1. Incorporation of Recitals. The above-written recitals shall be fully incorporated into this Release and First Amendment by this reference as if fully rewritten herein.

     2. Release of Rights. Upon Owner’s execution of the Proposal, Manager hereby releases and suspends the following exclusive rights, interests, privileges, and other benefits, as such rights, interests, privileges, or other benefits are granted to or conferred upon Manager pursuant to the Agreement:

     2.1 Right to Renew Initial Term of Agreement. Manager hereby releases and suspends any and all rights, interests, privileges, and other benefits to renew, extend, or modify the Initial Term of the Agreement. Manager and Owner acknowledge and agree that, unless terminated as otherwise provided in the Agreement, the Initial Term shall end and the Agreement shall terminate no later than June 30, 2006.

     2.2 Option to Lease the Facility. Manager hereby releases and suspends any and all rights, interests, privileges or other benefits to enter into a lease agreement with Owner for the Facility at any time prior to December 31, 2005.

     2.3 Right of First Refusal. Manager hereby releases and suspends any and