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                                                                  EXHIBIT 10.3.2

                                 PROMISSORY NOTE

$22,000,000                                                   New York, New York
                                                                November 1, 2002

          FOR VALUE RECEIVED THOSE ENTITIES LISTED ON SCHEDULE I attached
hereto, each a Delaware limited liability company and each having its principal
place of business at 4660 Trindle Road, Suite 103, Camp Hill, Pennsylvania 17011
(each, a "Mezzanine Borrower" and collectively, the "Mezzanine Borrowers"),
hereby jointly and severally promise to pay to the order of VENTAS REALTY,
LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at 4360
Brownsboro Road, Suite 115, Louisville, Kentucky 40207 (together with any
subsequent holder of this Note, and their respective successors and assigns,
"Mezzanine Lender"), or at such other place as the holder hereof may from time
to time designate in writing, the principal sum of TWENTY TWO MILLION AND NO/100
DOLLARS ($22,000,000), or so much thereof as is advanced, in lawful money of the
United States of America, with interest thereon to be computed from the date of
this Note at the Interest Rate, and to be paid in accordance with the terms of
this Note and that certain Mezzanine Loan Agreement dated the date hereof
between the Mezzanine Borrowers and Mezzanine Lender (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Mezzanine Loan Agreement"). All capitalized terms not defined herein shall have
the respective meanings set forth in the Mezzanine Loan Agreement.

                            ARTICLE 1 - PAYMENT TERMS

          Each Mezzanine Borrower agrees to pay the principal sum of this Note
and interest on the unpaid principal sum of this Note from time to time
outstanding at the rates and at the times specified in Article II of the
Mezzanine Loan Agreement and the outstanding balance of the principal sum of
this Note and all accrued and unpaid interest thereon shall be due and payable
on the Maturity Date.

                      ARTICLE 2 - DEFAULT AND ACCELERATION

          The Debt shall without notice become immediately due and payable at
the option of Mezzanine Lender if any payment required under this Note is not
paid on or prior to the date when due or if not paid on the Maturity Date or on
the happening of any other Event of Default.

                           ARTICLE 3 - LOAN DOCUMENTS

          This Note is secured by the Pledge Agreement, the Mortgages and the
other Loan Documents. All of the terms, covenants and conditions contained in
the Mezzanine Loan Agreement, the Pledge Agreement, the Mortgages and the other
Loan Documents are hereby made part of this Note to the same extent and with the
same force as if they were fully set forth herein. In the event of a conflict or
inconsistency between the terms of this Note and the Mezzanine Loan Agreement,
the terms and provisions of the Mezzanine Loan Agreement shall govern.

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                           ARTICLE 4 - SAVINGS CLAUSE

          Notwithstanding anything to the contrary, (a) all agreements and
communications between any Mezzanine Borrower and Mezzanine Lender are hereby
and shall automatically be limited so that, after taking into account all
amounts deemed interest, the interest contracted for, charged or received by
Mezzanine Lender shall never exceed the maximum lawful rate or amount, (b) in
calculating whether any interest exceeds the lawful maximum, all such interest
shall be amortized, prorated, allocated and spread over the full amount and term
of all principal indebtedness of the Mezzanine Borrowers to Mezzanine Lender,
and (c) if through any contingency or event, Mezzanine Lender receives or is
deemed to receive interest in excess of the lawful maximum, any such excess
shall be deemed to have been applied toward payment of the principal of any and
all then outstanding indebtedness of the Mezzanine Borrowers to Mezzanine
Lender, or if there is no such indebtedness, shall immediately be returned to
the Mezzanine Borrowers.

                           ARTICLE 5 - NO ORAL CHANGE

          No modification, amendment, extension, discharge, termination or
waiver of any provision of this Note, nor consent to any departure by any
Mezzanine Borrower therefrom, shall in any event be effective unless the same
shall be in a writing signed by the party against whom enforcement is sought,
and then such waiver or consent shall be effective only in the specific
instance, and for the purpose, for which given. Except as otherwise expressly
provided herein, no notice to, or demand on any Mezzanine Borrower shall entitle
such Mezzanine Borrower to any other or future notice of demand in the same,
similar or other circumstances.

                               ARTICLE 6 - WAIVERS

          Each Mezzanine Borrower and all others who may become liable for the
payment of all or any part of the Debt do hereby severally waive presentment and
demand for payment, notice of dishonor, notice of intention to accelerate,
notice of acceleration, protest and notice of protest and non-payment and all
other notices of any kind. No release of any security for the Debt or extension
of time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Mezzanine Loan Agreement
or the other Loan Documents made by agreement between Mezzanine Lender or any
other Person shall release, modify, amend, waive, extend, change, discharge,
terminate or affect the liability of any Mezzanine Borrower or any other Person
who may become liable for the payment of all or any part of the Debt under this
Note, the Mezzanine Loan Agreement or the other Loan Documents. No notice to or
demand on any Mezzanine Borrower shall be deemed to be a waiver of the
obligation of such Mezzanine Borrower or of the right of Mezzanine Lender to
take further action without further notice or demand as provided for in this
Note, the Mezzanine Loan Agreement or the other Loan Documents. If any Mezzanine
Borrower is a partnership or limited liability company, the agreements herein
contained shall remain in force and be applicable, notwithstanding any changes
in the individuals comprising the partnership or limited liability company, and
the term "Mezzanine Borrower," as used herein, shall include any alternate or
successor partnership or limited liability company, but any predecessor
partnership or limited liability company and their partners or members shall not
thereby be released from any liability. If any Mezzanine Borrower is a
corporation, the agreements contained herein shall remain in full

                                       2

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force and be applicable notwithstanding any changes in the shareholders
comprising, or the officers and directors relating to, the corporation, and the
term "Mezzanine Borrower," as used herein, shall include any alternative or
successor corporation, but any predecessor corporation shall not be relieved of
liability hereunder. Nothing in the foregoing sentence shall be construed as a
consent to, or a waiver of, any prohibition or restriction on transfers of
interests in such partnership, limited liability company or corporation, which
may be set forth in the Mezzanine Loan Agreement, the Mortgages, the Pledge
Agreement or any other Loan Document.

                              ARTICLE 7 - TRANSFER

          Upon the transfer of this Note in accordance with the provisions of
the Mezzanine Loan Agreement, each Mezzanine Borrower hereby waiving notice of
any such transfer, Mezzanine Lender may deliver all the collateral mortgaged,
granted, pledged or assigned pursuant to the Loan Documents, or any part
thereof, to the transferee who shall thereupon become vested with all the rights
herein or under applicable law given to Mezzanine Lender with respect thereto,
and Mezzanine Lender shall thereafter forever be relieved and fully discharged
from any liability or responsibility in the matter; but Mezzanine Lender shall
retain all rights hereby given to it with respect to any liabilities and the
collateral not so transferred.

                                    ARTICLE 8

          Intentionally deleted.

                            ARTICLE 9 - GOVERNING LAW

          (A) THIS NOTE WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY
EACH MEZZANINE BORROWER AND ACCEPTED BY MEZZANINE LENDER IN THE STATE OF NEW
YORK, AND THE PROCEEDS OF THIS NOTE WERE DISBURSED FROM THE STATE OF NEW YORK,
WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND
TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO
PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF
AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH MEZZANINE BORROWER HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY
OTHER JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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          (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST MEZZANINE LENDER OR
ANY MEZZANINE BORROWER ARISING OUT OF OR RELATING TO THIS NOTE MAY AT MEZZANINE
LENDER'S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW
YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, AND EACH MEZZANINE BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY
NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENCE OF ANY SUCH
SUIT, ACTION OR PROCEEDING, AND EACH MEZZANINE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.
EACH MEZZANINE BORROWER DOES HEREBY DESIGNATE AND APPOINT:

          CT CORPORATION SYSTEM
          111 EIGHTH AVENUE
          NEW YORK, NEW YORK 10011

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY
AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN
ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF
PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
MAILED OR DELIVERED TO MEZZANINE BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE
DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON MEZZANINE BORROWER IN
ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. EACH MEZZANINE
BORROWER (I) SHALL GIVE PROMPT NOTICE TO MEZZANINE LENDER OF ANY CHANGE IN
ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO
TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW
YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND
ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A
SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW
YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

                              ARTICLE 10 - NOTICES

          All notices or other written communications hereunder shall be
delivered in accordance with Section 11.6 of the Mezzanine Loan Agreement.

                         [NO FURTHER TEXT ON THIS PAGE]

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          IN WITNESS WHEREOF, each Mezzanine Borrower has duly executed this
Note as of the day and year first above written.

                                        MEZZANINE BORROWER:

                                        THI OF OHIO SNFS, LLC,
                                        a Delaware limited liability company


                                        By:  /s/ JOHN E. BAUER
                                           -------------------------------------
                                           Name: John E. Bauer
                                           Title: Vice-President


                                        THI OF OHIO ALFS I, LLC,
                                        a Delaware limited liability company


                                        By:  /s/ JOHN E. BAUER
                                           -------------------------------------
                                           Name: John E. Bauer
                                           Title: Vice-President


                                        THI OF OHIO AT BEREA, LLC,
                                        a Delaware limited liability company


                                        By:  /s/ JOHN E. BAUER
                                           -------------------------------------
                                           Name: John E. Bauer
                                           Title: Vice-President


                                        THI OF OHIO AT CORTLAND, LLC,
                                        a Delaware limited liability company


                                        By:  /s/ JOHN E. BAUER
                                           -------------------------------------
                                           Name: John E. Bauer
                                           Title: Vice-President

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                                        THI OF OHIO AT KENT, LLC,
                                        a Delaware limited liability company


                                        By:  /s/ JOHN E. BAUER
                                           -------------------------------------
                                           Name: John E. Bauer
                                           Title: Vice-President


                                        THI OF MARYLAND SNFS I, LLC,
                                        a Delaware limited liability company


                                        By:  /s/ JEFFREY A. BARNHILL
                                           -------------------------------------
                                           Name: Jeffrey A. Barnhill
                                           Title: Vice-President


                                        THI OF MARYLAND SNFS II, LLC,
                                        a Delaware limited liability company


                                        By:  /s/ JEFFREY A. BARNHILL
                                           -------------------------------------
                                           Name: Jeffrey A. Barnhill
                                           Title: Vice-President


                                        THI OF MARYLAND AT FRANKLIN SQUARE, LLC,
                                        a Delaware limited liability company


                                        By:  /s/ JEFFREY A. BARNHILL
                                           -------------------------------------
                                           Name: Jeffrey A. Barnhill
                                           Title: Vice-President


                                        THI OF MARYLAND AT FORT WASHINGTON, LLC,
                                        a Delaware limited liability company


                                        By:  /s/ JEFFREY A. BARNHILL
                                           -------------------------------------
                                           Name: Jeffrey A. Barnhill
                                           Title: Vice-President

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                                   SCHEDULE I

                              (MEZZANINE BORROWERS)

"Mezzanine Borrowers"

1. THI of Ohio SNFs, LLC

2. THI of Ohio ALFs I, LLC

3. THI of Ohio at Kent, LLC

4. THI of Ohio at Cortland, LLC

5. THI of Ohio at Berea, LLC

6. THI of Maryland SNFs I, LLC

7. THI of Maryland SNFs II, LLC

8. THI of Maryland at Franklin Square, LLC

9. THI of Maryland at Fort Washington, LLC