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                                                                Exhibit 10.136




                   SECOND AMENDMENT TO RENEWAL PROMISSORY NOTE

         THIS SECOND AMENDMENT TO RENEWAL PROMISSORY NOTE is made and entered
into by and among AMSOUTH BANK (the, "Bank") and DIVERSICARE ASSISTED LIVING
SERVICES, NC, LLC, a Tennessee limited liability company (the "Borrower").

                              W I T N E S S E T H :

         WHEREAS, Borrower executed to Bank that certain Renewal Promissory Note
dated October 1, 2000, in the original principal amount of NINE MILLION FOUR
HUNDRED TWELVE THOUSAND THREE HUNDRED EIGHTY THREE AND 87/100 ($9,412,383.87)
DOLLARS as amended by the First Amendment to Renewal Promissory Note executed by
Borrower in December, 2000 (the "Note"); and

         WHEREAS, Bank has agreed to modify the Note in accordance with the
terms and conditions of the Second Amendment to Master Amendment dated as of
December 15, 2002, executed by Bank, Debtors (as defined therein) and GMAC
Commercial Mortgage, Corporation

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. The Note is amended to provide that as of December 15, 2002, the
interest rate, prior to default or maturity, shall be reduced from nine and one
half percent (9 1/2%) per annum to seven and one half percent (7 1/2%) per
annum, and that the Maturity Date, as defined in the Note, shall be changed from
January 15, 2004 to July 11, 2003.

         2. The Note is amended as stated herein, but no further or otherwise,
and the terms and provisions of the Note, as hereby amended, shall be and
continue to be in full force and effect. Nothing herein is intended to operate
to release or diminish any right of Bank under the Note or with respect to any
collateral securing the Note or with respect to any guaranty or suretyship
agreement for the Note, all of which shall remain in full force and effect. This
instrument constitutes the entire agreement of the parties with respect to the
subject matter hereof.



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         IN WITNESS WHEREOF, this instrument has been executed on the ___ day of
December, 2002 to be effective on the 15th day of December, 2002.


                                  BORROWER:

                                  DIVERSICARE ASSISTED LIVING SERVICES, NC, LLC,
                                  a Tennessee limited liability company


                                  By: /s/ William R. Council, III
                                     ----------------------------------

                                     Name: William R. Council, III
                                          -----------------------------
                                     Title: CEO & President

                                           ----------------------------

                                  BANK:

                                  AMSOUTH BANK


                                  By: /s/ Tim McCarthy
                                     ----------------------------------
                                     Tim McCarthy, Sr. Vice President





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