AGREEMENT

                                                                   EXHIBIT 10.57

                                   AGREEMENT

     Reference is hereby made to that certain Option Agreement (as amended, the
"Option Agreement") by and between Xxxxx Xxxxx ("XXXXX") and Xxxxxxx May
Enterprises, Inc. ("MAY") concerning the land and improvements commonly known as
the Xxxxxxxxx Valley Nursing Center (the "Facility") as more particularly
described in the Option Agreement.

                             I. STATEMENT OF FACTS

WHEREAS, Summit Care Corporation ("Summit") has succeeded to the interests of
MAY under the Option Agreement.

WHEREAS, S&H, Inc. ("S&H") has succeeded to the interests of XXXXX under the
Option Agreement.

WHEREAS, S&H and Summit desire to amend the terms of the Option Agreement, in
order to, among other things, increase the purchase price of the Facility and
extend the date by which Summit may exercise its option to purchase the Facility
as set forth herein.

                                 II. AGREEMENTS

NOW, THEREFORE, in consideration of the facts set forth above and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree to amend the Option Agreement as
follows:

1. EXTENSION OF OPTION. Notwithstanding any provision of the Option Agreement to
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the contrary, Summit and S&H agree that Summit shall have the option to purchase
the Facility at the Option Price (defined below) at any time on or before
December 1, 2001.

2. OPTION PRICE. Notwithstanding any provision of the option Agreement to the
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contrary, upon Summit's written notice to S&H on or before July 1, 2001, Summit
shall have the right to purchase the Facility at a purchase price of
$3,684,000.00 (the "Option Price"). Any deposits required to be delivered from
Summit to S&H in connection with Summit's exercise of the option to purchase the
Facility shall be in the amounts set forth in the Option Agreement. Closing
shall occur on or before December 1, 2001.

3. Except as expressly modified above the parties agree that the Option
Agreement remains unchanged and in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the 10th
day of August, 2000.

SUMMIT CARE CORPORATION

By:___________________              By:___________________
Name: Xxxxxxx X. Scoff              Name: Xxxxx Xxxxx
Title: Chairman                     Title: President

Exchange.3 155504.