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                                                                    Exhibit 10.1



                                 PROMISSORY NOTE

$ 18,500,000.00                                            Nashville, Tennessee
                                                           As of June_____,2002

         FOR VALUE RECEIVED, the undersigned ARC SANTA CATALINA REAL ESTATE
HOLDINGS, LLC, a Delaware limited liability company, having an address at 111
Westwood Place, Suite 200, Brentwood, Tennessee 37027 (the "Borrower"), hereby
promises to pay to the order of GMAC COMMERCIAL MORTGAGE CORPORATION, a
California corporation, having an address at 200 Winner Road, Horsham,
Pennsylvania 19044-8015 (the "Lender"), its successors and assigns as holder of
this Note or, if this Note has then been endorsed "to bearer," to the bearer of
this Note (the Lender, its said successors and assigns, and any such bearer,
being hereinafter sometimes referred to collectively as the "Holder"), at the
Lender's said address or at such other place or to such other person as may be
designated in writing to the Borrower by the Lender, the principal sum of
Eighteen Million Five Hundred Thousand and No/100 Dollars ($18,500,000.00) (the
"Loan"), pursuant to the terms of a certain loan agreement of even date herewith
by and between Borrower and Lender (the "Loan Agreement"), together with
interest on the unpaid balance thereof at the rate hereinafter set forth.

         ON THE TERMS AND SUBJECT TO THE CONDITIONS which are hereinafter set
forth:

         Section 1.   Interest Rate and Payment Dates.

         1.1      Initial Rate and Initial Payment. Interest shall accrue on the
outstanding balance of the principal amount outstanding hereunder from time to
time from and after the date hereof at the rate of _______________% per annum
until the first Rate Adjustment Date (as defined below). On each successive Rate
Adjustment Date, the rate of interest at which interest accrues shall be
adjusted to the then applicable Note Rate (as defined below). Interest for the
period beginning on the date of this Note and ending on and including the last
day of the month in which this Note is dated shall be payable on the date
hereof. Interest shall be paid in arrears and shall be computed on the basis of
a 360-day year and actual number of days elapsed for any whole or partial month
in which interest on the loan is being calculated and shall be charged on the
principal balance outstanding from time to time.

         1.2      Rate Adjustment Date and Payment Adjustment Dates. The Note
Rate shall be adjusted on the dates (each being a "Rate Adjustment Date")
described in this paragraph. The first Rate Adjustment Date shall be July 1,
2002, and subsequent Rate Adjustment Dates shall fall on the first day of each
subsequent month thereafter. The first payment adjustment date shall be August
1, 2002, and subsequent payment adjustment dates shall fall on the first day of
each calendar month thereafter during the term of the Loan.

         1.3      Default Interest Rate. If the Borrower fails to make any
payment of principal, interest or fees on the date on which such payment becomes
due and payable (including applicable grace

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periods) whether at maturity or by acceleration or on any other date, such
payment shall accrue interest from the date on which such payment was due (and
not the date of the payment default) until paid at the fluctuating rate
("Default Rate") which is the lesser of (a) five (5) percentage points above the
then applicable Note Rate (as defined below) and (b) the maximum rate of
interest permitted by applicable law.

         1.4      Note Rate. The "Note Rate" shall mean four percent (4%) per
annum plus the greater of (a) three and one-quarter percent (3.25%) per annum or
(b) the average of London Interbank Offered Rates ("LIBOR") for a term of one
month determined solely by Holder as of each Rate Adjustment Date in the manner
set forth below; provided, however, that in no event shall the Note Rate exceed
the maximum rate of interest permitted by applicable law: on each Rate
Adjustment Date, Holder will obtain the one month LIBOR (in U.S. Dollar
deposits) from the appropriate Bloomberg display page available as of the close
of business announced on the last business day of the month immediately
preceding the Rate Adjustment Date. In the event Bloomberg ceases publication or
ceases to publish the one month LIBOR, Holder shall select a comparable
publication to determine the one month LIBOR and provide notice thereof to
Borrower. LIBOR may or may not be the lowest rate based upon the market for U.S.
Dollar deposits in the London Interbank Eurodollar Market at which Holder prices
loans on the date on which the Note Rate is determined by Holder as set forth
above.

         1.5      Note Rate Adjustments. This Note shall bear interest at the
rate set forth above or at the applicable Note Rate until a new Note Rate is
determined on each Rate Adjustment Date in accordance with the provisions
hereof; provided, however, that, if Holder at any time determines, in the sole
but reasonable exercise of its discretion, that it has miscalculated the amount
of the monthly payment of principal and/or interest (whether because of a
miscalculation of the Note Rate or otherwise), then Holder shall give notice to
Borrower of the corrected amount of such monthly payment (and the corrected
amount of the Note Rate, if applicable) and (a) if the corrected amount of such
monthly payment represents an increase thereof, then Borrower shall, within ten
(10) calendar days thereafter, pay to Holder any sums that Borrower would have
otherwise been obligated under this Note to pay to Holder had the amount of such
monthly payment not been miscalculated, or (b) if the corrected amount of such
monthly payment represents a decrease thereof and Borrower is not otherwise in
breach or default under any of the terms and provisions of the Note or the Loan
Agreement, then Borrower shall, within (10) calendar days thereafter be paid the
sums that Borrower would not have otherwise been obligated to pay to Holder had
the amount of such monthly payment not been miscalculated.

         1.6      LIBOR Unascertainable. If (a) on any date on which the Note
Rate would otherwise be set, Holder shall have determined in good faith (which
determination shall be conclusive) that (i) adequate and reasonable means do not
exist for ascertaining the one month LIBOR, or (ii) a contingency has occurred
which materially and adversely affects the London Interbank Eurodollar Market at
which Holder prices loans on the date on which the Note Rate is determined by
Holder as set forth above, or (b) at any time Holder shall have determined in
good faith (which determination shall be conclusive) that the making,
maintenance or funding of any part of the Loan has been made impracticable or
unlawful by compliance by Holder in good faith with any law or guideline or

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interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof or with any request or
directive of any such governmental authority (whether or not having the force of
law) then, and in any such event, Holder may notify Borrower of such
determination. Upon such date as shall be specified in such notice (which shall
not be earlier than the date such notice is given) the obligation of Holder to
charge interest to Borrower at the Note Rate shall be suspended until Holder
shall have later notified Borrower of Holder's determination in good faith
(which determination shall be conclusive) that the circumstances giving rise to
such previous determination no longer exist.

         1.7      U.S. Treasury Securities. If Holder notifies Borrower of a
determination under subsection 1.6 hereof for purposes of calculating the Note
Rate, the one month LIBOR shall automatically be converted to the "Index" of the
weekly average yield on United States Treasury Securities adjusted to a constant
maturity of one year, as made available by the Federal Reserve Board 45 days
prior to the Rate Adjustment Date.

         1.8      Reimbursement for Increased Costs. If any law or guideline or
interpretation or application thereof by any governmental authority charged with
the interpretation or administration thereof or compliance with any request or
directive of any governmental authority (whether or not having the force of law)
now existing or hereafter adopted (a) subjects Holder to any tax or changes the
basis of taxation with respect to this Note, the Loan or payments by Borrower of
principal, interest or other amounts due from Borrower hereunder or thereunder
(except for taxes on the overall assets, overall net income or overall gross
receipts of Holder imposed as a result of a present or former connection between
the jurisdiction of the governmental authority imposing such tax on Holder,
provided, that this exclusion shall not apply to a connection arising solely
from Holder having executed, delivered, performed its obligations under or
received a payment under, or enforced any of the Loan Documents (as defined in
Section 8.1.1 below)), or (b) imposes upon Holder any other condition or expense
with respect to this Note, the Loan or its making, maintenance or funding of any
part of the Loan or any security therefor, and the result of any of the
foregoing is to increase the cost to, reduce the income receivable by, or impose
any expense (including, without limitation, loss of margin) upon Holder with
respect to the Note, or the making, maintenance or funding of any part of the
Loan, by an amount which Holder deems to be material, Holder may from time to
time notify Borrower of the amount determined in good faith (using any averaging
and attribution methods) by Holder (which determination shall be conclusive) to
be necessary to compensate Holder for such increase, reduction or imposition
and, if Borrower is by law prohibited from paying any such amount, Holder may
elect to declare the unpaid principal balance hereof and all interest accrued
thereon immediately due and payable. Such amount shall be due and payable by
Borrower to Holder seven (7) days after such notice is given.

         Section 2.   Payments. Commencing on August 1, 2002, and continuing on
the first day of each calendar month thereafter through and including the
Maturity Date (defined below), monthly payments of principal and interest shall
adjust monthly and be made in such amount, taking into account the then
effective Note Rate, as is sufficient to fully amortize the unpaid principal
balance of the Loan on the date that is twenty-five (25) years after the first
Rate Adjustment Date.

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         Section 3.   Application of Payments. Payments made by Borrower on
account hereof shall be applied, first, toward any Late Fees (hereinafter
defined) or other fees and charges due hereunder, second, toward payment of any
interest due at the Default Rate, third, toward payment of any interest due at
the then applicable Note Rate set forth in Section 1.4 above, and fourth,
toward payment of principal. Notwithstanding the foregoing, if any advances made
by Holder under the terms of any instruments securing this Note have not been
repaid, any payments made may, at the option of Holder, be applied, first, to
repay such advances, and interest thereon, with the balance, if any, applied as
set forth in the preceding sentence.

         Section 4.   Maturity.

         4.1      Maturity Date. Anything in this Note to the contrary
notwithstanding, the entire unpaid balance of the principal amount hereof and
all interest accrued thereon, to and including the Maturity Date (as defined
below) (including interest accruing at the Default Rate), and all Late Fees (as
defined below) shall, unless sooner paid, and except to the extent that payment
thereof is sooner accelerated, be and become due and payable on July 1, 2007
(the "Maturity Date"). Notwithstanding anything contained herein, if repayment
of the Loan is funded from the proceeds of any refinancing of the Loan pursuant
to which Holder does not receive a contractually agreed upon sum for the
arrangement thereof, then Borrower shall pay to Holder a repayment premium equal
to one-half of one percent (0.5%) of the outstanding principal balance of the
Loan (which balance shall be calculated exclusive of any voluntary partial
prepayments), unless Holder elects not to refinance the Loan (which premium
shall be in lieu of and not in addition to any premium payable pursuant to
Section 5 hereof).

         Section 5.   Prepayment. Prepayment of the Loan in full shall be
permitted at any time after the eighteenth (18th) month after the date of this
Note and through the remaining term of the term of the Loan without penalty,
upon not less than thirty (30) and not greater than forty (40) days prior
written notice to Lender specifying the date on which prepayment is to be made.
Partial prepayments of the Loan shall not be permitted at any time. Any such
prepayment shall be credited, first, toward any Late Fees due hereunder, second,
toward payment of any interest due at the Default Rate, third, toward payment of
any interest due hereunder at the Note Rate, and, fourth, toward payment of
principal; provided, however, that if any advances made by Holder under the
terms of any instruments securing this Note have not been repaid, any payments
made may, at the option of Holder, be applied, first, to repay such advances,
and interest thereon, with the balance, if any, applied as set forth in the
preceding sentence. Notwithstanding anything contained herein, if such
prepayment set forth herein is funded from the proceeds of any refinancing of
the Loan pursuant to which the Holder does not receive a contractually agreed
upon sum for the arrangement thereof, then Borrower shall pay to Holder a
prepayment premium (a) during the first three (3) years of the Loan term, equal
to one percent (1%) of the outstanding principal balance of the Loan (which
balance shall be calculated exclusive of any voluntary partial prepayments), and
(b) at any time after the first three (3) years of the Loan term, equal to
one-half of one percent (0.5%) of the outstanding principal balance of the Loan
(which balance shall be calculated exclusive of any voluntary partial
prepayments), unless, in either case, Holder elects not to refinance the Loan
(which premium shall be in lieu of and not in addition to any premium payable
pursuant to Section 4.1 hereof).

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         Section 6.   Method of Payment. Each payment of the Loan Obligations
(as defined in the Loan Agreement) shall be paid directly to the Holder in
lawful tender of the United States of America. Each such payment shall be paid
by 1:00 p.m. Horsham, Pennsylvania, time on the date such payment is due, except
if such date is not a Business Day (as defined in the Loan Agreement) such
payment shall then be due on the first Business Day after such date. Any payment
received after 1:00 p.m. Horsham, Pennsylvania, time shall be deemed to have
been received on the immediately following Business Day.

         Section 7.   Security. The debt evidenced by this Note is to be secured
by, among other things, (a) a Deed of Trust and Security Agreement (the
"Mortgage") of even date herewith by and between Borrower and Holder, and
intended to be recorded in the land records of Pima County, Arizona, and
covering all of that real property in Pima County, Arizona, which is described
in Exhibit "A" thereto (the "Property"), (b) a Lessee Security Agreement of even
date herewith by and between ARC Santa Catalina, Inc., a Tennessee corporation
("Lessee") and Holder, and (c) a Payment and Performance Guaranty Agreement of
even date herewith (the "Guaranty Agreement"), given by American Retirement
Corporation, a Tennessee corporation ("Guarantor"), for the benefit of Holder.

         Section 8.   Default.

         8.1      Events of Default. Anything in this Note to the contrary
notwithstanding, on the occurrence of any of the following events (each of which
is hereinafter referred to as an "Event of Default"), the Holder may, in the
exercise of its sole and absolute discretion, accelerate the debt evidenced by
this Note, in which event the entire outstanding principal balance and all
interest and fees accrued thereon shall immediately be and become due and
payable without further notice:

                  8.1.1    Failure to Pay or Perform. If (a) the Borrower fails
in making any payment to the Holder of any or all sums due hereunder within ten
(10) days after such payment becomes due or on the Maturity Date or (b) there
exists an uncured default under any other document or instrument evidencing or
securing the Loan (collectively, the "Loan Documents") which has been executed
by Borrower, Lessee, Manager (as that term is defined in the Mortgage), and/or
Guarantor, and such default is not cured within the grace or cure period, if
any, provided in any of such Loan Documents.

                  8.1.2    Bankruptcy.

                           (a)     If the Borrower, Lessee, Manager or Guarantor
(i) applies for or consents to the appointment of a receiver, trustee or
liquidator of the Borrower, Lessee, Manager or Guarantor, as the case may be, or
of all or a substantial part of its assets, (ii) files a voluntary petition in
bankruptcy, or admits in writing its inability to pay its debts as they come
due, (iii) makes an assignment for the benefit of creditors, (iv) files a
petition or an answer seeking a reorganization or an arrangement with creditors
or seeking to take advantage of any insolvency law, (v) performs any other act
of bankruptcy, or (vi) files an answer admitting the material allegations of a
petition filed against the Borrower, Lessee, Manager or Guarantor in any
bankruptcy, reorganization or insolvency proceeding; or

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                           (b)     if (i) an order, judgment or decree is
entered by any court of competent jurisdiction adjudicating the Borrower,
Lessee, Manager or Guarantor a bankrupt or an insolvent, or approving a
receiver, trustee or liquidator of the Borrower, Lessee, Manager or Guarantor or
of all or a substantial part of its assets, or (ii) there otherwise commences
with respect to the Borrower, Lessee, Manager or Guarantor or any of its assets
any proceeding under any bankruptcy, reorganization, arrangement, insolvency,
readjustment, receivership or like law or statute, and if such order, judgment,
decree or proceeding continues unstayed for any period of sixty (60) consecutive
days after the expiration of any stay thereof.

                  8.1.3    Judgments. A final judgment shall be rendered by a
court of law or equity against Borrower, Lessee, Manager or Guarantor in excess
of $25,000.00, and the same shall remain undischarged for a period of thirty
(30) days, unless such judgment is either (i) fully covered by collectible
insurance and such insurer has within such period acknowledged such coverage in
writing, or (ii) although not fully covered by insurance, enforcement of such
judgment has been effectively stayed, such judgment is being contested or
appealed by appropriate proceedings and Borrower, Lessee, Manager or Guarantor
as the case may be, has established reserves adequate for payment of the
reasonably estimated probable liability in the event such entity is ultimately
unsuccessful in such contest or appeal, and evidence thereof is provided to
Holder.

         8.2      No Impairment of Rights. Nothing in this Section shall be
deemed in any way to alter or impair any right which Holder has under this Note
or the Mortgage, or any of the other Loan Documents or at law or in equity, to
accelerate such debt on the occurrence of any other Event of Default provided
herein or therein.

         8.3      Late Fees. Without limiting the generality of the foregoing
provisions of this Section, if any payment of interest or principal is not made
prior to ten (10) days after the date on which it becomes due, the Borrower
shall thereupon automatically become obligated immediately to pay to the Holder
a late charge equal to the lesser of five percent (5%) of the amount of such
payment or the maximum amount permitted by applicable law ("Late Fees") to
defray the expenses incurred by Holder in handling and processing such
delinquent payment and to compensate Holder for the loss of use of such
delinquent payment, which sum shall be due and payable immediately thereupon.

         Section 9.   Costs of Enforcement. Borrower shall pay to Holder on
demand by the latter the amount of any and all commercially reasonable expenses
incurred by Holder (a) in enforcing its rights hereunder or under the Mortgage
and/or the Loan Documents, (b) as the result of a default by Borrower in
performing its obligations under this Note, including but not limited to the
commercially reasonable expense of collecting any amount owed hereunder, and of
any and all commercially reasonable attorneys' fees incurred by Holder in
connection with such default, whether suit be brought or not, or (c) in
protecting the security hereof. Such expenses shall be added to the principal
amount hereof, shall be secured by the Mortgage and shall accrue interest at the
Default Rate.

         Section 10.  Borrower's Waiver of Certain Rights. Each of Borrower and
any endorser, guarantor or surety hereby waives the exercise of any and all
exemption rights which it holds at law or in equity with respect to the debt
evidenced by this Note, and of any and all rights which it holds at law or

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in equity to require any valuation, appraisal or marshalling, or to have or
receive any presentment, protest, demand and notice of dishonor, protest, demand
and nonpayment as a condition to Holder's exercise of any of its rights under
this Note or the Loan Documents.

         Section 11.  Extensions. The Maturity Date and/or any other date by
which any payment is required to be made hereunder may be extended by Holder
from time to time in the exercise of its sole discretion, without in any way
altering or impairing Borrower's or Guarantor's liability hereunder.

         Section 12.  General.

         12.1     Applicable Law. This Note shall be given effect and construed
by application of the laws of the State of Arizona (without regard to the
principles thereof governing conflicts of laws), and any action or proceeding
arising hereunder, and each of Holder and Borrower submits (and waives all
rights to object) to non-exclusive personal jurisdiction in the State of
Arizona, for the enforcement of any and all obligations under the Loan Documents
except that if any such action or proceeding arises under the Constitution, laws
or treaties of the United States of America, or if there is a diversity of
citizenship between the parties thereto, so that it is to be brought in a United
States District Court, it shall be brought in the United States District Court
for the District of Arizona or any successor federal court having original
jurisdiction.

         12.2     Headings. The headings of the Sections, subsections,
paragraphs and subparagraphs hereof are provided herein for and only for
convenience of reference, and shall not be considered in construing their
contents.

         12.3     Construction As used herein, (a) the term "person" means a
natural person, a trustee, a corporation, a limited liability company, a
partnership and any other form of legal entity, and (b) all references made (i)
in the neuter, masculine or feminine gender shall be deemed to have been made in
all such genders, (ii) in the singular or plural number shall be deemed to have
been made, respectively, in the plural or singular number as well, and (iii) to
any Section, subsection, paragraph or subparagraph shall, unless therein
expressly indicated to the contrary, be deemed to have been made to such
Section, subsection, paragraph or subparagraph of this Note.

         12.4     Severability. No determination by any court, governmental
body or otherwise that any provision of this Note or any amendment hereof is
invalid or unenforceable in any instance shall affect the validity or
enforceability of (a) any other such provision or (b) such provision in any
circumstance not controlled by such determination. Each such provision shall be
valid and enforceable to the fullest extent allowed by, and shall be construed
wherever possible as being consistent with, applicable law.

         12.5     No Waiver. Holder shall not be deemed to have waived the
exercise of any right which it holds hereunder unless such waiver is made
expressly and in writing. No delay or omission by Holder in exercising any such
right (and no allowance by Holder to Borrower of an opportunity to cure a
default in performing its obligations hereunder) shall be deemed a waiver of its
future exercise. No such waiver made as to any instance involving the exercise
of any such right shall be deemed a waiver as to any other such instance, or any
other such right. Further, acceptance by Holder of all or any portion of

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any sum payable under, or partial performance of any covenant of, this Note, the
Mortgage or any of the other Loan Documents, whether before, on, or after the
due date of such payment or performance, shall not be a waiver of Holder's right
either to require prompt and full payment and performance when due of all other
sums payable or obligations due thereunder or hereunder or to exercise any of
Holder's rights and remedies hereunder or thereunder.

         12.6     WAIVER OF JURY TRIAL; SERVICE OF PROCESS; COURT COSTS. TO THE
EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO WHICH BORROWER AND HOLDER MAY BE PARTIES ARISING OUT OF,
IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO, THIS NOTE AND/OR ANY OF THE
OTHER LOAN DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A
WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR
PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE.
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER, UPON
CONSULTATION WITH COUNSEL OF BORROWER'S CHOICE, AND BORROWER HEREBY REPRESENTS
THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO
INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS
EFFECT. BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN
THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL
COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL. BORROWER HEREBY IRREVOCABLY DESIGNATES
CORPORATION SERVICE OF 818 EAST OSBORN ROAD, PHOENIX, ARIZONA 85014, AND ITS
SUCCESSORS IN OFFICE, AS THE TRUE AND LAWFUL ATTORNEY OF BORROWER FOR THE
PURPOSE OF RECEIVING SERVICE OF ALL LEGAL NOTICES AND PROCESS ISSUED BY ANY
COURT IN THE STATE OF ARIZONA AS WELL AS SERVICE OF ALL PLEADINGS AND OTHER
DOCUMENTS RELATED TO ANY LEGAL PROCEEDING OR ACTION ARISING OUT OF THIS NOTE.
BORROWER AGREES THAT SERVICE UPON SAID CORPORATION SERVICE SHALL BE VALID
REGARDLESS OF BORROWER'S WHEREABOUTS AT THE TIME OF SUCH SERVICE AND REGARDLESS
OF WHETHER BORROWER RECEIVES A COPY OF SUCH SERVICE, PROVIDED THAT HOLDER SHALL
HAVE MAILED A COPY TO BORROWER IN ACCORDANCE WITH THE NOTICE PROVISIONS HEREIN.
BORROWER AGREES TO PAY ALL COURT COSTS AND REASONABLE ATTORNEY'S FEES INCURRED
BY HOLDER IN CONNECTION WITH ENFORCING ANY PROVISION OF THIS NOTE.
NOTWITHSTANDING THE FOREGOING, HOLDER AGREES TO USE REASONABLE EFFORTS TO
PROVIDE BORROWER WITH NOTICE OF THE FILING OF ANY LAWSUIT BY HOLDER AGAINST
BORROWER.

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         12.7     Offset. Upon the occurrence of an Event of Default, Holder may
set-off against any principal and interest owing hereunder, any and all credits,
money, stocks, bonds or other security or property of any nature whatsoever on
deposit with, or held by, or in the possession of, Holder, to the credit of or
for the account of Borrower, without notice to or consent of Borrower or
Guarantor.

         12.8     Non-Exclusivity of Rights and Remedies. None of the rights and
remedies herein conferred upon or reserved to Holder is intended to be exclusive
of any other right or remedy contained herein or in any of the other Loan
Documents and each and every such right and remedy shall be cumulative and
concurrent, and may be enforced separately, successively or together, and may be
exercised from time to time as often as may be deemed necessary or desirable by
Holder.

         12.9     Incorporation by Reference. All of the agreements, conditions,
covenants and provisions contained in each of the Loan Documents are hereby made
a part of this Note to the same extent and with the same force and effect as if
they were fully set forth herein. Borrower covenants and agrees to keep and
perform, or cause to be kept and performed, all such agreements, conditions,
covenants and provisions strictly in accordance with their terms.

         12.10    Joint and Several Liability. If Borrower consists of more
than one person and/or entity, each such person and/or entity agrees that its
liability hereunder is joint and several.

         12.11    Business Purpose. Borrower represents and warrants that the
Loan evidenced by this Note is being obtained solely for the purpose of
acquiring or carrying on a business, professional or commercial activity and is
not for personal, agricultural, family or household purposes.

         12.12    Interest Limitation; Usury.

                           (a)     Notwithstanding anything to the contrary
contained herein or in the Mortgage or in any other of the Loan Documents, the
effective rate of interest on the obligation evidenced by this Note shall not
exceed the lawful maximum rate of interest permitted to be paid. Without
limiting the generality of the foregoing, in the event that the interest charged
hereunder results in an effective rate of interest higher than that lawfully
permitted to be paid, then such charges shall be reduced by the sum sufficient
to result in an effective rate of interest permitted and any amount which would
exceed the highest lawful rate already received and held by Holder shall be
applied to a reduction of principal and not to the payment of interest. Borrower
agrees that for the purpose of determining highest rate permitted by law, any
non-principal payment (including, without limitation, Late Fees and other fees)
shall be deemed, to the extent permitted by law, to be an expense, fee or
premium rather than interest.

                           (b)    It is the intent of Borrower and Lender in the
execution and performance of this Note, the Loan Agreement and the other Loan
Documents to contract in strict compliance with applicable usury laws, including
conflicts of law concepts, governing the Loan, including such applicable laws of
the State of Arizona and the United States of America from time to time in
effect. In furtherance thereof, Lender and Borrower stipulate and agree that
none of the terms and provisions contained in this Note, the Loan Agreement or
the other Loan Documents shall ever be

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construed to create a contract to pay, as consideration for the use, forbearance
or detention of money, interest at a rate in excess of the maximum rate of
interest allowed to be charged by applicable law (the "Maximum Rate"), and that
for purposes hereof "interest" shall include the aggregate of all charges which
constitute interest under such laws that are contracted for, charged or received
under this Note, the Loan Agreement and the other Loan Documents and in the
event that, notwithstanding the foregoing, under any circumstances the aggregate
amounts taken, reserved, charged, received or paid on the Loan, including
amounts which by applicable law are deemed interest, would exceed the Maximum
Rate, then such excess shall be deemed to be a mistake, and Lender shall credit
the same on the principal of this Note (or if this Note shall have been paid in
full, refund said excess to Borrower), In the event that the maturity of this
Note is accelerated by reason of any election of the holder thereof resulting
from any Event of Default under this Note, the Loan Agreement or any of the
other Loan Documents, or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest may never include
more than the Maximum Rate, and excess interest, if any, provided for in this
Note, the Loan Agreement or otherwise shall be canceled automatically as of the
date of such acceleration or prepayment and, if theretofore paid, shall be
credited on this Note (or if this Note shall have been paid in full, refunded to
Borrower). In determining whether or not the interest paid or payable under any
specific contingencies exceeds the Maximum Rate, Borrower and Lender shall, to
the maximum extent permitted under applicable law, amortize, prorate, allocate
and spread in equal parts during the period of the full stated term of this Note
all amounts considered to be interest under applicable law at any time
contracted for, charged, received or reserved in connection with the Loan. The
provisions of this paragraph shall control over all other provisions of this
Note, the Loan Agreement or the other Loan Documents which may be in apparent
conflict herewith.

         12.13    Modification. This Note may be modified, amended, discharged
or waived only by an agreement in writing signed by the party against whom
enforcement of such modification, amendment, discharge or waiver is sought.

         12.14    Time of the Essence. Time is strictly of the essence of this
Note.

         12.15    Negotiable Instrument. To the extent permitted by applicable
law, Borrower agrees that this Note shall be deemed a negotiable instrument,
even though this Note may not otherwise qualify, under applicable law, absent
this paragraph, as a negotiable instrument.

         12.16    Interest Rate After Judgment. If judgment is entered against
Borrower on this Note, the amount of the judgment entered (which may include
principal, interest, fees, Late Fees and costs) shall bear interest at the
Default Rate, to be determined on the date of the entry of the judgment.

         12.17    Relationship. Borrower and Holder intend that the relationship
between them shall be solely that of creditor and debtor. Nothing contained in
this Note or in any of the other Loan Documents shall be deemed or construed to
create a partnership, tenancy-in-common, joint tenancy, joint venture or
co-ownership by or between Borrower and Holder.

         12.18    WAIVER OF AUTOMATIC STAY. TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, BORROWER HEREBY AGREES THAT, IN CONSIDERATION OF

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<PAGE>

LENDER'S AGREEMENT TO MAKE THE LOAN AND IN RECOGNITION THAT THE FOLLOWING
COVENANT IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN, IN THE EVENT THAT
BORROWER SHALL (A) FILE WITH ANY BANKRUPTCY COURT OF COMPETENT JURISDICTION OR
BE THE SUBJECT OF ANY PETITION UNDER ANY SECTION OR CHAPTER OF TITLE 11 OF THE
UNITED STATES CODE, AS AMENDED ("BANKRUPTCY CODE"), OR SIMILAR LAW OR STATUTE;
(B) BE THE SUBJECT OF ANY ORDER FOR RELIEF ISSUED UNDER THE BANKRUPTCY CODE OR
SIMILAR LAW OR STATUTE; (C) FILE OR BE THE SUBJECT OF ANY PETITION SEEKING ANY
REORGANIZATION, ARRANGEMENT, COMPOSITION, READJUSTMENT, LIQUIDATION,
DISSOLUTION, OR SIMILAR RELIEF UNDER ANY PRESENT OR FUTURE FEDERAL OR STATE ACT
OR LAW RELATING TO BANKRUPTCY, INSOLVENCY, OR OTHER RELIEF FOR DEBTORS; (D) HAVE
SOUGHT OR CONSENTED TO OR ACQUIESCED IN THE APPOINTMENT OF ANY TRUSTEE,
RECEIVER, CONSERVATOR, OR LIQUIDATOR; OR (E) BE THE SUBJECT OF AN ORDER,
JUDGMENT OR DECREE ENTERED BY ANY COURT OF COMPETENT JURISDICTION APPROVING A
PETITION FILED AGAINST ANY BORROWER FOR ANY REORGANIZATION, ARRANGEMENT,
COMPOSITION, READJUSTMENT, LIQUIDATION, DISSOLUTION, OR SIMILAR RELIEF UNDER ANY
PRESENT OR FUTURE FEDERAL OR STATE ACT OR LAW RELATING TO BANKRUPTCY, INSOLVENCY
OR RELIEF FOR DEBTORS, THEN, SUBJECT TO COURT APPROVAL, HOLDER SHALL THEREUPON
BE ENTITLED AND BORROWER HEREBY IRREVOCABLY CONSENTS TO, AND WILL NOT CONTEST,
AND AGREES TO STIPULATE TO RELIEF FROM ANY AUTOMATIC STAY OR OTHER INJUNCTION
IMPOSED BY SECTION 362 OF THE BANKRUPTCY CODE, OR SIMILAR LAW OR STATUTE
(INCLUDING, WITHOUT LIMITATION, RELIEF FROM ANY EXCLUSIVE PERIOD SET FORTH IN
SECTION 1121 OF THE BANKRUPTCY CODE) OR OTHERWISE, ON OR AGAINST THE EXERCISE OF
THE RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO HOLDER AS PROVIDED IN THE LOAN
DOCUMENTS, AND AS OTHERWISE PROVIDED BY LAW, AND BORROWER HEREBY IRREVOCABLY
WAIVES ITS RIGHTS TO OBJECT TO SUCH RELIEF.

         12.19    Acknowledgment By Guarantor. Guarantor has acknowledged this
Note below for purposes of confirming its obligations all as more specifically
set forth in the Guaranty Agreement.

                         [SIGNATURES BEGIN ON NEXT PAGE]

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<PAGE>

         IN WITNESS WHEREOF, Borrower has executed and sealed this Note or
caused it to be executed and sealed on its behalf by its duly authorized
representatives, the day and year first above written, and the obligations under
this Note shall be binding upon Borrower's successors and assigns.

                                    BORROWER:

                                    ARC SANTA CATALINA REAL ESTATE
                                    HOLDINGS, LLC, a Delaware limited liability
                                    company

                                    By:________________________________________
                                        Name:
                                        Title:

                                    ACKNOWLEDGED BY GUARANTOR:

                                    AMERICAN RETIREMENT CORPORATION, a
                                    Tennessee corporation

                                    By:________________________________________
                                        George Hicks
                                        Executive Vice President

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