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                                                                Exhibit 10.138




             REDUCED AND MODIFIED RENEWAL REVOLVING PROMISSORY NOTE


$2,500,000.00                                              December 15, 2002
                                                           Nashville, Tennessee

         FOR VALUE RECEIVED, the undersigned, DIVERSICARE MANAGEMENT SERVICES
CO., a Tennessee corporation (the "Borrower"), promises to pay to the order of
AMSOUTH BANK (the "Bank"), in lawful currency of the United States of America,
at AmSouth Center, 315 Deaderick Street, Nashville, Tennessee 37237, or at such
other place as the holder from time to time may designate in writing, the
principal sum of TWO MILLION FIVE HUNDRED THOUSAND AND N0/100 ($2,500,000.00)
DOLLARS, or so much thereof as may be advanced hereunder in accordance with the
terms of a Master Amendment to Loan Documents and Agreement dated effective
October 1, 2000 executed between Bank, Borrower, and other subsidiaries, or
affiliates of Borrower, all of which, including Borrower, are defined as
"Debtors" therein, as amended (the "Master Amendment"). Interest shall accrue on
the principal balance outstanding from and after December 15, 2002 at the Bank's
Prime Rate plus one half of one percent (0.5%) (fifty basis points) per annum,
provided that the interest rate shall in no event exceed nine and one-half
percent (9.5%) per annum until after default or maturity, after which time
interest shall accrue at the Default Rate defined in the Master Credit Agreement
dated December 27, 1996, between First American National Bank, predecessor to
Bank, Borrower and affiliates of Borrower (the "Default Rate"). Interest shall
be due and payable monthly commencing on the first (1st) day of each month
commencing on January 1, 2003. All principal and unpaid interest shall be
payable at maturity on the 11th day of July 2003 (the "Maturity Date").

         Notwithstanding that the now reduced maximum principal face amount
hereunder is $2,500,000.00, the maximum amount which may be outstanding at any
time hereunder shall be further limited by the provisions of Section 3,
subsection (a)(i) of the Second Amendment to Master Amendment dated as of
December 15, 2002, and executed by the parties to the Master Amendment.

         The further covenants, agreements, restrictions and limitations set
forth in the Master Amendment are incorporated by reference herein and made a
part hereof.

         This Reduced and Modified Renewal Revolving Promissory Note is a
reduction and modification of the Revolving Promissory Note dated December 27,
1996, in the original amount of $10,000,000.00, as amended, and is executed in
accordance with the terms of the Master Amendment. This Renewal Revolving
Promissory Note (and any and all extensions, modifications, renewals or
amendments thereof) is (1) secured by the collateral described or referred to in
the Loan Documents, as defined in the Master Amendment, and (2) the breach or
occurrence of a default under the Loan Documents, at the option of the Bank,
will constitute a default hereunder.

         Both principal and interest due on this Renewal Revolving Promissory
Note are payable in Nashville, Tennessee, at par in lawful money of the United
States of America.




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         Prepayment may be made at any time without premium.

         Time is of the essence of this Renewal Revolving Promissory Note. Upon
the occurrence of any default, at the option of holder and without further
notice to obligor, all accrued and unpaid interest, if any, shall be added to
the outstanding principal balance hereof, and the entire outstanding principal
balance, as so adjusted, shall bear interest thereafter until paid at an annual
rate equal to the Default Rate, regardless of whether or not there has been an
acceleration of the payment of principal as set forth herein. All such interest
shall be paid at the time of and as a condition precedent to the curing of any
such default. Failure of the holder to exercise this right of accelerating the
maturity of the debt, or indulgence granted from time to time, shall in no event
be considered as a waiver of said right of acceleration or stop the holder from
exercising said right. Interest shall be computed for the actual number of days
elapsed on the basis of a year consisting of three hundred and sixty (360) days.

         If default is made in the payment of any payment due hereunder when the
same shall become due or mature, or if default is made in the payment of the
indebtedness hereunder at maturity, or in the event of default in or breach of
any of the terms, provisions or conditions of the Loan Documents or any
instrument(s) given to evidence or secure this Renewal Revolving Promissory
Note, then at the election of the legal holder hereof, at any time thereafter
made and without demand or notice, the owner and holder of this Renewal
Revolving Promissory Note shall have the right to declare all sums unpaid hereon
at once due and payable. In the event of such default, and the same is placed in
the hands of an attorney for collection, or a suit is filed hereon, or if the
proceedings are held in bankruptcy, receivership, or the reorganization of
Borrower, or any person or entity constituting Borrower if Borrower is, or is
composed of, more than one person or entity, or any guarantor or surety of this
Renewal Resolving Promissory Note, or other legal or judicial proceedings for
the collection hereof, the undersigned shall pay in addition to the owner and
holder of this Renewal Resolving Promissory Note, all court costs and costs of
collection, enforcement or protection of the rights or collateral of Bank
hereunder including reasonable attorney's fees.

         Borrower and all endorsers and signers hereof, and each of them,
expressly waive demand, presentment for payment, notice of dishonor, protest,
notice of protest, and diligence in collection and all other notices or demands
whatsoever with respect to this Renewal Revolving Promissory Note or the
enforcement hereof and consent that the time of said payments or any part
thereof may be extended by the holder hereof and as sent to any substitution,
exchange, or release of collateral permitted by the holder hereof, all without
and anywise modifying, altering, releasing, affecting or limiting their
respective liability. This Renewal Revolving Promissory Note may not be changed
orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.

         The term obligor, as used in this Renewal Revolving Promissory Note,
shall mean all parties, and each of them, directly or indirectly obligated for
the indebtedness that this Renewal Revolving Promissory Note evidences, whether
as principal, maker, endorser, surety, guarantor or otherwise.

         In no event (including but not limited to prepayment, default, demand
for payment, or acceleration of maturity) shall the interest taken, reserved,
contracted for, charged or received in




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connection herewith under the Loan Documents or otherwise, exceed the maximum
amount permitted by applicable law (the "Maximum Amount"). Interest would
otherwise be payable in excess of the Maximum Amount, then ipso facto, such
document shall be reformed and the interest payable reduced to the Maximum
Amount, without necessity of execution of any amendment or new document. If Bank
ever receives interest in an amount which apart from this provision would exceed
the maximum amount, the excess shall, without penalty, be applied to the unpaid
principal balance of the loan obligations in inverse order of maturity of
installments and not to the payment of interest, or be refunded to the Borrower,
at the election of the Bank in its full discretion or as required by applicable
law.

         This instrument shall be governed by the laws of the State of
Tennessee, except as such may be preempted by applicable laws of the United
States of America governing the charging or receiving of interest.

         The provisions hereof shall be binding upon the parties, their
successors and assigns. The provisions hereof are severable such that the
invalidity or unenforceability of any provision hereof shall not affect the
validity or enforceability of the remaining provisions.

         IN WITNESS WHEREOF, this Renewal Revolving Promissory Note has been
duly executed by the undersigned the day and year first above written.



                                          DIVERSICARE MANAGEMENT SERVICES CO.,
                                          a Tennessee corporation

                                          By:/s/ William R. Council, III
                                             -----------------------------------
                                             William R. Council, III
                                             Title: CEO & President
                                                   -----------------------------





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