INDEMNITY AGREEMENT

                                                                   EXHIBIT 10.19


                              INDEMNITY AGREEMENT


        THIS AGREEMENT is made as of the 1st day of December, 1999, by and
between CENTENNIAL HEALTHCARE CORPORATION ("CHC") and CYPRESS INVESTORS, LLC
("Owner").

                             W I T N E S S E T H:

   WHEREAS, Owner is the owner of that certain 63-bed nursing facility located
at 0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (the "Facility"), having acquired the
Facility effective December 1, 1999; and

   WHEREAS, Centennial HealthCare Investment Corporation, a wholly-owned
subsidiary of CHC, owned the Facility prior to Owner acquiring the Facility and
Centennial HealthCare Management Corporation, a wholly-owned subsidiary of CHC,
currently manages the Facility on behalf of Owner;

   NOW, THEREFORE, in consideration of the covenants, conditions and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:

   1. CHC agrees to indemnify and hold Owner harmless from and against any loss,
offset, claim, damage or liability raised or asserted against moneys due Owner
for services provided to Medicare or Medicaid patients of the Facility on or
after December 1, 1999 as a result of the currently pending investigation by the
Department of Health and Human Services, Office of Inspector General pursuant to
that certain investigatory subpoena dated March 16, 1999 (the "Investigation")
seeking reimbursement from the prior provider for services rendered prior to
December 1, 1999.

  2. CHC acknowledges that Owner contemplates entering into a Loan and Security
Agreement with Xxxxxx Healthcare Finance, Inc. ("Xxxxxx") pursuant to which
Xxxxxx will be advancing funds secured by the accounts receivable of the
Facility. CHC acknowledges and consents to the assignment by Owner of its rights
under this Agreement to Xxxxxx. CHC further agrees that should an event occur
under which CHC has agreed to indemnify Owner pursuant to this Agreement, Xxxxxx
may directly enforce Owner's rights to indemnification under this Agreement.

  3. Any claim for indemnification shall be in writing sent by first class mail,
postage prepaid or by overnight delivery service, sent to the following address:


         Centennial HealthCare Corporation
         000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000
         Xxxxxxx, Xxxxxxx 00000
         Attn:  Xxxxx X. Xxxxxxxx, Senior Vice President and General Counsel

  4. This Agreement shall be governed by the laws of the State of Georgia. This
Agreement shall be binding upon the successors and assigns of the respective
parties.

  IN WITNESS WHEREOF, the parties have set their hands and seals as of the date
above.


                       CENTENNIAL HEALTHCARE CORPORATION


                         By: /s/ Xxxxx X. Xxxxxxxx
                             ---------------------
                               Xxxxx X. Xxxxxxxx

                         Title: Senior Vice President


                       CYPRESS INVESTORS, LLC

                         By:  Five Star Healthcare Properties, LLC

                              By:  Southeast Capital, LLC


                                    By:  /s/ Xxxx X. Xxxx
                                         ----------------
                                           Xxxx X. Xxxx

                                    Title:   Managing Member