SECOND AMENDED AND RESTATED LEASE AGREEMENT
                      (Clearwater Health & Rehabilitation)


     THIS SECOND AMENDED AND RESTATED LEASE  AGREEMENT (the "Lease") is made and
entered  into  as of the  1st  day  of  October  1,  1998,  effective  as of the
Commencement  Date, by and between EBT Healthcare  Properties,  L.P., a Delaware
limited  partnership  (hereinafter  referred to as the "Lessor") and  Centennial
HealthCare  Properties  Corporation,  a Georgia  corporation,  formerly known as
WelCare International Properties Corporation, a Georgia corporation (hereinafter
referred to as the "Lessee").

                            W I T N E S S E T H :

      WHEREAS,  Lessor  is  the  owner  of  that  certain  real  property,  more
particularly described on Exhibit "A" attached hereto and incorporated herein by
reference,  improved  with a 60-bed  nursing home  facility  known as Clearwater
Health & Rehabilitation  (the "Facility"),  together with Lessor's easements and
appurtenances in adjoining and adjacent land, highways,  roads, streets,  lanes,
whether   public  or  private,   reasonably   required  for  the   installation,
maintenance,  operation  and  service of sewer,  water,  gas,  power,  and other
utility lines and for driveways and approaches to and from abutting highways for
the use and benefit of the above-described parcel of real estate,  together with
that  certain  personal  property,  fixtures,  equipment  and  supplies  used in
connection with such real estate and improvements (the "Premises");

      WHEREAS, Lessor and Lessee entered into that certain Lease Agreement dated
as of October 1, 1993,  whereby  Lessor  agreed to lease to Lessee the  Premises
(the "Original Lease"); and

      WHEREAS,  Lessor and Lessee entered into that certain Amended and Restated
Lease  Agreement  dated as of July 6, 1994,  whereby Lessor and Lessee agreed to
amend and restate the Original Lease in its entirety; and

      WHEREAS,  Lessor and Lessee  desire to amend and  restate  the Amended and
Restated Lease Agreement in its entirety as provided in this Lease.

      NOW THEREFORE,  in  consideration  of Ten Dollars ($10.00) in hand paid by
each party to the other, the mutual promises herein contained and other good and
valuable  consideration,  the  receipt,  adequacy and  sufficiency  of which are
hereby acknowledged, the parties do hereby agree as follows:

1.    Ownership.  Lessor is the owner of the Facility  which is located on the
Premises.

2. Term. The term of this Lease shall be deemed to have commenced on the 1st day
of October,  1993 (the  "Commencement  Date"),  and shall end on the 30th day of
September, 2006 unless sooner terminated, and Lessee is hereby granted an option
to extend this Lease for two (2)  additional  five (5) year  periods on the same
terms as  provided in this Lease;  provided,  however,  that at the time of such
election to extend,  unless  Lessee and Lessor  shall have  otherwise  agreed in
writing  upon the rent to be paid during the  extension  term(s),  Lessee  shall
provide Lessor with a letter from a third-party  appraiser reasonably acceptable
to Lessor stating that the Base Rent (as hereinafter defined) and any other sums
payable  under this Lease  constitute a fair market rental rate for the Premises
(the "Fair Rental Rate").  Lessee shall pay the  reasonable  fees and charges of
such  appraiser.  If the Fair Rental Rate is greater  than or less than the Base
Rent at the time of the extension of this Lease,  then the Lessee can either (i)
elect not to extend this Lease,  or (ii) pay as Base Rent an amount equal to the
Fair Rental  Rate.  Lessee must notify the Lessor in writing of its  election to
exercise  any of the renewal  extensions  at least three (3) months prior to the
expiration  of the then  current  lease term.  Lessor and Lessee agree that they
both shall be bound by the appraiser's  determination of the Fair Rental Rate to
the extent herein indicated.


<PAGE>




3.    Rental Payments.

A. Base Rent. Lessee shall pay to Lessor the amounts set forth on Exhibit "B" as
rent for the  Premises  in  arrears  upon the last day of each and  every  month
during the term of this Lease (the "Base Rent").

            B. Additional Rent. Lessee shall pay to Lessor,  monthly in arrears,
$127.00  for each 1/8%  that the LIBOR  Rate (as  hereinafter  defined)  exceeds
7.475% as additional rent (the "Additional Rent").  Further, the Base Rent shall
be reduced $127.00 for each 1/8% that the LIBOR Rate decreases below 7.475% (the
"Base Rent Reduction"). The Additional Rent and the Base Rent Reduction shall be
calculated  based on the LIBOR  Rate on the  first  calendar  day of each  month
during the Lease Term (the "Rate  Adjustment  Date").  The LIBOR Rate shall mean
the average of London Interbank  Offered Rates for a term of one month (the "One
Month  LIBOR"),  as reasonably  determined by Lessor or its Mortgagee as of each
Rate  Adjustment  Date.  The One Month LIBOR (in U.S.  dollar  deposits) will be
obtained from the appropriate  Bloomberg  display page available at the close of
business  announced  on the last  business  day of the  month,  for every  month
covered by the Lease Term. In the event that Bloomberg  ceases  publication,  or
ceases to publish the One Month LIBOR,  Lessor or its  Mortgagee  shall select a
comparable publication to determine the One Month LIBOR.

C. Payment of Rent. Lessor and Lessee  acknowledge and agree that this Lease and
all Base Rent, Base Rent Reduction,  and Additional Rent (together,  the "Rent")
payable  hereunder may be assigned as additional  collateral for a mortgage loan
or loans to Lessor.  In such event,  Lessor and Lessee  mutually  agree that, if
required by the lender (the  "Mortgagee")  pursuant to such  mortgage  loan (the
"Mortgage"),  all payments of Rent shall be made to a lockbox or another account
designated by Mortgagee (a "Lockbox Account") and Mortgagee is hereby authorized
by Lessor and Lessee to debit such  account  each month for the amount  equal to
the monthly debt service payments due pursuant to the promissory note secured by
the  Mortgage.  Payments so made by the Lessee  shall be credited as payments of
Rent  made  under  this  Lease  and  shall  satisfy  the  obligations  of Lessee
hereunder,  to the extent so paid.  If  payments  of Rent are not made a Lockbox
Account for the benefit of Mortgagee, then such payments shall be made to Lessor
at  Lessor's  address  as  provided  in  Section  31 of this Lease or such other
address as Lessor shall specify pursuant to Section 31 at least thirty (30) days
prior to a payment date.

D. Debt Service Reserve Fund. No security deposit is required of Lessee pursuant
to this Lease except as follows. If required by Mortgagee, pursuant to the terms
of the  Mortgage  and this Lease,  Lessor  shall  deposit  into an account  with
Mortgagee  pursuant to a Debt Service reserve Escrow and Security Agreement (the
"Deposit  Agreement") an amount equal to two months debt service on the Premises
to serve as a debt  service  reserve  fund,  which may  increase if debt service
payments  increase (the "Debt Service Reserve  Fund").  The Debt Service Reserve
Fund shall be governed by the terms of the  Deposit  Agreement.  Notwithstanding
the foregoing,  if Lessee provides  Lessor with  additional  funds to enable the
deposit of  additional  debt  service  reserves as  contemplated  by the Deposit
Agreement,  then amounts  pledged to  Mortgagee  as a Debt Service  Reserve Fund
shall,  upon  repayment  in full of the Mortgage or upon any release of the Debt
Service  Reserve Fund (or any portion  thereof) by the  Mortgagee  (the "Release
Date"),  be deemed a security  deposit of Lessee and shall be refunded to Lessee
to the extent Lessee funded such amounts.

4.  Net  Lease.  This  Lease  is  intended  to be a net  lease in that it is the
intention  of the parties  hereto that the Rent  payable to Lessor  shall not be
reduced  by any cost or charge  whatsoever  and that all  expenses  and  charges
related to the ownership  and  operation of the Premises  after the date of this
Lease, whether for upkeep,  maintenance;  compliance with environmental,  health
and safety laws  (including the Americans  with  Disabilities  Act);  insurance;
taxes; utilities;  federal, state and municipal requirements;  and other charges
of a like nature or type or  otherwise  shall be paid by Lessee,  subject to the
other terms of this  Lease.  This  provision  is not in  derogation  of specific
provisions  herein, but in expansion thereof and as an indication of the general
intentions of the parties hereto.

5. Taxes and Assessments.  Lessee hereby agrees to pay to the public authorities
charged with  collection  thereof,  promptly as the same become due and payable,
all taxes, assessments, and other public charges levied upon or assessed against
the Premises  and/or any building,  structure,  fixture or  improvements  now or
hereafter  located  thereon,  or arising in  respect  of the  occupance,  use or
possession of the Premises, and which become due and payable.

6.  Fuel,  Utility  Services.   Lessee  hereby  agrees  to  pay  for  all  fuel,
electricity, heat or power, gas and water, or any other utility charges incurred
upon the Premises after the date of this Lease.

7. Compliance with Laws.  Lessee covenants that in the use and occupation of the
Premises and the buildings,  structures,  fixtures and improvements thereon, and
the sidewalks adjacent thereto, Lessee will comply in all material respects with
all  authorities  in  any  manner   affecting  the  Premises  or  any  building,
structures,  fixtures and improvements  thereon or the use thereof and the terms
of the  Mortgage.  Lessee  further  agrees that it will not permit any  unlawful
occupation,  business or trade to be conducted on the Premises, or any use to be
made thereof contrary to any law, ordinance or regulation with respect thereto.

8.    Repairs, Alterations and Additions.

A. General.  Lessee shall be further  obliged to pay from the Gross  Revenues of
the Premises  any expense for  repairing  any  improvements  upon the  Premises,
including,  without limitation,  extermination and landscaping, and Lessee shall
make all reasonable repairs and replacements  necessary to maintain the Premises
and all furniture and fixtures in a reasonably  good,  tenantable  and wholesome
condition,  complying  in  all  material  respects  with  all  applicable  laws,
regulations,  ordinances,  licenses and  requirements of all authorities  having
jurisdiction  over the  Premises.  Lessor,  however,  is not hereby  relieved of
responsibility  of  maintenance  assumed by it  pursuant  to the  Mortgage.  For
purposes of this Lease,  "Gross Revenues" shall mean the amount equal to the sum
of all revenues  received or receivable  from the operation of the Facility less
contractual  allowances  for  billings  not  paid or  received  from  applicable
governmental  agencies  or other third party  payors as  determined  during each
calendar year.

9. Insurance. Lessee shall maintain insurance as follows:

(a)  Professional  liability  insurance in at least the amount of $1,000,000 per
occurrence, $2,000,000 aggregate with a $10,000,000 umbrella. All such liability
insurance shall name each of Lessor and Mortgagee as an additional insured;

(b)  Liability  insurance  in  an  amount  equal  to  at  least  $1,000,000  per
occurrence,   $2,000,000  aggregate,  with  a  $10,000,000  umbrella.  All  such
liability  insurance  shall name each of Lessor and  Mortgagee as an  additional
insured;

(c) "All-risk" coverage on the Facility,  including all improvements,  equipment
and inventory, in an amount not less than the replacement cost thereof, insuring
against such potential causes of loss as shall be required by Lessor,  including
but not  limited to loss or damage  from wind,  fire,  ice,  subsidence  and, if
requested by Lessor, earthquake;

(d) Business income insurance  (including rental value if the Facility is leased
in whole or part)  equal to not less than twelve  (12)  months  estimated  gross
revenues less  expenses not  ordinarily  incurred  during the period of business
interruption; and

(e) Workers  compensation  insurance  as required by the laws of the State where
the Facility is located.

      Each of the  policies  described  in (c) and (d) shall name Lessor (or, if
directed  by Lessor,  Mortgagee)  as  mortgagee  and loss payee under a standard
non-contributory  mortgagee  and lender loss payable  clause,  and shall provide
that Lessor and  Mortgagee  shall receive not less than thirty (30) days written
notice prior to cancellation.  The proceeds of either of the policies  described
in (c) and (d) shall be payable by check jointly payable to Lessee and to Lessor
(or, if directed by Lessor,  Mortgagee) and delivered to Lessor (or, if directed
by Lessor, Mortgagee).

      Lessee appoints Lessor and Mortgagee as Lessee's attorney-in-fact to cause
the issuance of or an endorsement of any policy to bring Lessee into  compliance
herewith and, at the sole option of Lessor and Mortgagee, to make any claim for,
receive  payment  for,  and execute and endorse any  documents,  checks or other
instruments  in  payment  for  loss,  theft,  or damage  covered  under any such
insurance  policy;  however,  in no event will Lessor or Mortgagee be liable for
failure to collect any amounts payable under any insurance policy. Lessee agrees
and acknowledges that the application of insurance proceeds shall be governed by
Section  4.4 of that  certain  Loan  Agreement  of even  date  herewith  between
Mortgagee and Lessor.

      If Lessor shall in any manner resume  possession  of the Premises,  Lessor
shall thereupon become,  subject to the terms of the Mortgage, the sole owner of
all insurance  policies held by or required hereunder to be delivered to Lessor,
with the sole right to collect and retain all unearned  premiums  and  dividends
thereon, and Lessee shall only be entitled to a credit, in reduction of the then
outstanding  indebtedness  secured  hereby,  in the  amount of the  cancellation
refund.

10.  Other  Operating  Expenses.  Lessee  agrees  to pay all  other  operational
expenses of the Premises not heretofore mentioned.

11.  Surrender.  Lessee  agrees  that,  upon  termination  by  lapse  of time or
otherwise of the term hereby created,  or any extension thereto, it will deliver
and surrender up to the Lessor said Premises in  reasonably  good  condition and
repair;  any damage,  deterioration or destruction  resulting from ordinary wear
and  tear,  loss by fire,  casualty  and  causes  beyond  Lessee's  control  are


excepted.

12. Liens.  Lessee will not permit any mechanic's,  laborer's,  or materialmen's
liens to stand  against  the  Premises  for any labor or material  furnished  to
Lessee or claimed to have been  furnished to Lessee in  connection  with work of
any character  performed or claimed to have been performed on the Premises by or
at the direction or sufferance of Lessee,  but nothing herein contained shall in
any way  prejudice  the rights of Lessee to contest to final  judgment or decree
any such lien. In the event of failure of Lessee to procure the discharge of any
such lien or contest such lien as above  provided,  by bond or any other method,
Lessor may,  without further notice,  procure the discharge  thereof by bonding,
payment or otherwise, and all costs and expenses incurred by Lessor in obtaining
such  discharge  shall  become due as  additional  Rent upon the next payment of
Rent.  Lessor  shall not cause any  mortgage or lien other than the Mortgage and
security interests related thereto to stand against or attach to the Premises.

13. No  Abatement  of Rent.  The  partial  destruction  of any  building  on the
Premises by fire or natural  elements  shall not in any manner affect this Lease
or the rights and obligations of Lessee  hereunder and the Rent shall not abate,
diminish  or  cease  during  reconstruction.  The  Rent  shall  not  abate  upon
foreclosure under the Mortgage.  However, should the Lessor fail to undertake to
repair,  rebuild or replace any such damage or  destruction  within  thirty (30)
days after such fire or other  casualty,  or shall  fail to  complete  such work
within six (6) months,  then the terms of this Lease shall  expire at the option
of Lessee, after ten (10) days written notice to Lessor.

14. Damage or Destruction.  If the Premises covered hereby, or any part thereof,
shall be damaged by fire or other hazard  against which  insurance is held,  the
amounts paid by any insurance  company in pursuance of the contract of insurance
to the extent of the indebtedness then remaining unpaid,  shall be paid, subject
to the terms of the  Mortgage,  to Lessor and released only for the repairing or
rebuilding of the Premises.

15.  Condemnation.  If the Premises  shall be condemned or taken in its entirety
for a public or quasi-public  use, all  compensation  therefore shall be paid to
Mortgagee  to be used to pay the  Mortgage as provided in the  Mortgage  and any
remaining  funds will be divided  between Lessor and Lessee,  and this Lease and
all obligations  hereunder  shall terminate as of the date of taking.  If only a
portion of the Premises shall be condemned or taken for a public or quasi-public
use, any and all awards or compensation arising from such condemnation or taking
shall be paid to Mortgagee subject to the terms of the Mortgage,  and this Lease
shall continue without  modification,  unless and except that if so much or such
portion of the Premises be taken that the taking shall materially interfere with
the efficient operation of its business by Lessee on the Premises,  the judgment
of Lessee as to the materiality of such interference  being conclusive,  then at
any time  within  sixty  (60) days  after  the  taking  of such  portion  of the
Premises,  Lessee may terminate this Lease by serving upon Lessor written notice
of its  intention to do so. In the event this Lease is so  terminated,  then any
and all awards or compensation arising from such condemnation or taking shall be
paid jointly to Lessor and Lessee subject to the terms of the Mortgage,  and all
obligations  hereunder  shall cease as of the date of such  termination  and any
funds  remaining  after the payment of the Mortgage shall be divided between the
Lessor and Lessee.  Nothing  contained  herein  shall be  construed  to preclude
Lessee from prosecuting any claim directly  against the condemning  authority in
such condemnation  proceedings for loss of business,  or depreciation to, damage
to, or cost of removal of, or for the value of its  leasehold  interest,  stock,
trade fixtures, furniture and other personal property belonging to Lessee.

16.  Assignment and Subletting.  Lessee may not assign or encumber this Lease or
its rights  hereunder  except to Mortgagee  without first  obtaining the written
consent of Lessor which will not be unreasonably  withheld;  provided,  however,
that Lessee's  assignment of this Lease to an affiliate of Lessee shall be valid
and binding on Lessor  without  Lessor's prior written  consent.  In such event,
Lessee  shall  remain  liable for the  payment of all Rent  required  to be paid
hereunder and for the performance of all terms,  covenants and conditions herein
undertaken by Lessee.  Lessee shall have the right to enter into  subleases with
respect to the  operation  of the Premises or any portion  thereof,  at any time
during the term of this Lease  without  the consent of Lessor,  which  subleases
shall not be deemed to create a tenancy in the Premises; provided, however, that
Lessee  shall  remain  liable for the  payment of all Rent  required  to be paid
hereunder and for the performance of all terms, covenants, and conditions herein
undertaken  by Lessee.  Lessor  shall not assign or  encumber  this Lease or its
rights  hereunder  without  first  obtaining  the written  consent of Lessee and
providing  Lessee with a written  agreement from the assignee that it will abide
by all of the terms of this Lease.

17. Holding Over. In the event Lessee continues to occupy the Premises after the
last day of the term hereby  created,  or after the last day of any extension of
said term, and Lessor elects to accept rent thereafter,  a tenancy from month to
month only shall be created  and not for any longer  period  without the written
concurrence of Lessor.

18.  Abandonment and Reletting.  If Lessee shall abandon or vacate the Premises,
except as permitted  hereunder,  the same may be re-let by Lessor for such rent,
and  upon  such  terms as to it may seem  fit and in  accordance  with  Lessor's
Partnership  Agreement and the Mortgage.  If a sufficient  sum shall not be thus
realized monthly after paying the expense of such re-letting and collecting,  to
satisfy the Rent, Lessee agrees to satisfy and pay all deficiencies  during each
month of the remaining period of this Lease.

19.  Subrogation  and Waiver.  Lessor hereby  waives any and all claims  against
Lessee,   its  assignees  or  sub-lessee   for  damage  or  destruction  of  any
improvements  on the  Premises  (whether  or not  resulting  from  the  fault or
negligence of Lessee,  its assignees or sub-lessee or their agents or employees)
which  improvements are covered by insurance  obtained by Lessee and the parties
agree that any  policies of  insurance  obtained by Lessor will  recognize  this
waiver of  Lessor by a good and  sufficient  waiver  of  subrogation  provision;
provided,  however,  that nothing herein shall be construed as waiving  Lessor's
right to any insurance  proceeds under policies obtained by Lessee, but paid for
by Lessor.

20.   Default, Termination and Damages.

A. Lessee's Default For Nonpayment of Rent. Except as otherwise provided in this
Lease,  Lessee shall be in default  under this Lease if it fails to pay the Rent
owed to Lessor hereunder for a period of sixty (60) days (a "Monetary Default").

B. Lessee Default For Other Than Nonpayment of Rent.  Lessee shall be in default
under this Lease if it defaults on any of the covenants  herein  contained to be
kept by Lessee,  except the payment of Rent,  and such  default  shall  continue
after  written  notice  for a  period  of  ninety  (90)  days  (a  "Non-monetary
Default").

C. Right to Re-enter  Facility.  If a Monetary  Default or Non-monetary  Default
shall occur and continue,  Lessor shall have the immediate right, whether or not
the term of this Lease shall have been  terminated to re-enter and repossess the
Premises by summary  proceedings,  ejectment,  any other legal  action or in any
lawful manner Lessor  determines to be necessary or desirable.  No such re-entry
or  repossession  of the Premises shall be construed as an election by Lessor to
terminate the term of this Lease.

D. Duty to  Mitigate.  At any time or from time to time  after the  re-entry  or
repossession of the Premises  pursuant to Section 20.C.  hereof,  whether or not
the term of this Lease shall have been terminated, Lessor, in the name of Lessee
or Lessor or otherwise and upon notice to Lessee,  shall, to the extent required
by applicable  state law pertaining to the duty to mitigate  damages upon breach
of a lease or other  contract,  use such  efforts  to relet the  Premises  as is
required by such law, Lessor may collect and receive any rents payable by reason
of such reletting consistent with Section 18 hereof.

E. Continuing  Duty of Lessee.  No expiration or termination of the term of this
Lease  pursuant to this  Section or and no  expiration  of the term  pursuant to
Section  18  hereof,  by  operation  of  law  or  otherwise,  and  no  re-entry,
repossession  or  reletting  of the  Premises  pursuant  to Section 18 hereof or
otherwise,  shall relieve Lessee of its liabilities  and obligations  hereunder,
all of which shall survive such expiration,  termination, re-entry, repossession
or reletting.

21. Remedies  Cumulative.  The remedies  conferred by this Lease upon Lessor and
Lessee are not intended to be exclusive,  but are  cumulative and in addition to
all remedies otherwise afforded by law.

22.  Successors.  This Lease and all covenants and agreements  herein  contained
shall be binding upon, apply and inure to the respective  successors and assigns
of all parties to this Lease.

23. Lessor's Title.  Subject to the terms of this Lease,  Lessor's title is, and
always  shall be,  paramount  to the title and  interest of Lessee,  and nothing
herein  contained shall empower Lessee to do any act which can or shall encumber
the title of the Lessor.  Provided  the holder of any  mortgage now or hereafter
encumbering the Premises shall provide Lessee with a  non-disturbance  agreement
reasonably  satisfactory to Lessee, Lessee agrees to subordinate its interest in
this Lease to the Mortgage that encumbers the Premises. Nothing contained herein
shall relieve the Lessor of any obligations under the Mortgage.

24. Books and Financial Statements. Lessee shall deliver to Lessor at the end of
each fiscal year, or more often as reasonably  requested by Lessor, the books of
its  operations  of the  Facility.  Lessee shall provide to Lessor the financial
statements required by the Mortgage.

25.  License.  Lessee at all times shall  maintain in force and effect a license
from the state in which the Facility is located to operate a nursing  home,  and
shall  at all  times  employ  a duly  qualified  administrator  to  operate  the
Facility.

26. Employees.  Lessee shall have direct responsibility for recruiting,  hiring,
training,  promoting,  assigning  and  discharging  all  operating  and  service
personnel  necessary for the proper operation and maintenance of the Premises or
shall have direct  responsibility  for leasing  employees for the Premises.  All
employees  shall be  employees  of the Lessee and the  Premises or leased by the
Lessee and shall not be employees of the Lessor.

27. Notice of Action Against  License.  Notwithstanding  any other  provision of
this Lease to the  contrary,  Lessee shall  inform  Lessor  immediately  by hand
delivery,  telephone,  telecopy  (receipt  confirmed) or telegraph of any action
taken,  commenced  or  instituted  by any  state  or  federal  authority  having
jurisdiction  over the Premises as a health care facility to terminate or revoke
any license certification of Lessee. Such notice shall be given to Lessor at the
address set forth in Paragraph 30.A. below.

28. Surrender of Possession. Lessee shall, on or before the last day of the term
of this Lease, surrender possession of the Premises to Lessor, free and clear of
sub-tenancies  not specifically  agreed upon by Lessor,  reasonably clean and in
reasonably good condition and repair, ordinary wear and tear excepted.

29.  Quiet  Enjoyment.  If and so long as  Lessee is not in  default  hereunder,
Lessor agrees that it will not interfere with the peaceful and quiet  occupation
and enjoyment of the Premises by Lessee.

30. Inspection of Books and Records.  Lessor and Mortgagee shall have the right,
upon reasonable notice and at reasonable times, to inspect the books and records
and accounts relating to the Facility.

31.   Miscellaneous Provisions.

A. Notices. Any notice or other communication by either party to the other shall
be in  writing  and shall be given,  and be deemed to have been duly  given,  if
either  delivered  personally  or mailed,  postage  prepaid,  by  registered  or
certified mail, or reputable overnight delivery service addressed as follows:

            TO LESSOR:

            EBT Healthcare Properties, L.P.
            3005 Mountain Ash Ct.
            Garland, Texas  75044
            Attention:  Roland A. Belanger

            WITH A COPY TO:

            Cashin, Morton & Mullins
            Two Midtown Plaza, Suite 1900
            1360 Peachtree Street, N.E.
            Atlanta, Georgia 30309
            Attention:  James D. Spratt, Jr.

            TO LESSEE:

            Centennial HealthCare Properties Corporation
            400 Perimeter Center Terrace
            Suite 650
            Atlanta, Georgia  30346
            Attention:  Alan C. Dahl

            WITH A COPY TO:

            Nelson Mullins Riley & Scarborough, L.L.P.
            First Union Plaza - Suite 1400
            999 Peachtree Street, N.E.
            Atlanta, Georgia  30309
            Attention:  Jeffrey N. Plowman

or to such other address and to the attention of such other person or officer as
either party may from time to time designate.

B. Change of Address. Lessor and Lessee may change their address for purposes of
this Lease by giving notice thereof in accordance  with the provisions set forth
for notices above.

C.   Understanding   and   Agreements.   This  Lease   constitutes  all  of  the
understandings  and agreements of whatever  nature or kind existing  between the
parties with respect to the subject matter hereof.

D.    Headings.  The paragraph  headings  contained herein are for convenience
of reference only and are not intended to define,  limit or describe the scope
or intent of any provisions of this Lease.

E.  Approval or  Consent.  Whenever,  under any  provision  of this  Lease,  the
approval or consent of either party is required,  the decision  thereon shall be
promptly given, and such approval or consent shall not be unreasonably withheld.

F.  Severability.  Should any part of this  Lease be  declared  invalid  for any
reason,  such decision  shall not affect or impair the validity of the remaining
part or parts hereof, and this Lease shall remain in full force and effect as to
all parts not declared invalid or unenforceable as if the same had been executed
with the invalid or unenforceable portion(s) thereof eliminated.

G.    Applicable  Law.  This Lease shall be  governed  by, and  construed  and
enforced in accordance  with, the laws of Idaho  (without  regard to its rules
of conflicts of laws).

H. Further  Assurances.  Lessee shall,  upon the request of Lessor,  execute and
deliver any and all further  documents  which may be required,  contemplated  or
desired by Lessor in furtherance of the transactions contemplated by this Lease.

I.    Amendment  or  Modifications.   This  Lease  shall  not  be  amended  or
modified without the prior written consent of the parties hereto.

J.    Time.  Time is of the essence of this Lease.

K.    Binding.  This Lease  shall be binding  upon,  and inure to the  benefit
of, the  parties  hereto,  their  estates,  heirs,  personal  representatives,
successors in interest and assigns.

L. Counterparts. This Lease may be executed in one of more counterparts, each of
which shall constitute one and the same instrument.

32.  Lease  Memorandum.  The  Original  Lease is  evidenced  in the  Records  of
Clearwater  County,  State of Idaho, by the filing of that certain Memorandum of
Lease recorded on October 22, 1993, as Instrument  Number 163900.  The aforesaid
Memorandum of Lease shall continue in full force and effect (as modified hereby)
and shall memorialize and provide  constructive  notice of the right,  title and
interest of Lessee in the Premises.

      IN WITNESS  WHEREOF,  Lessor and Lessee have executed this Lease as of the
date first set forth above.

                                     LESSOR:

                                    EBT HEALTHCARE PROPERTIES, L.P.,
                                    a Delaware limited partnership

                                    By:   EBT Healthcare, Inc.,
                                          Its General Partner



                                    By:  /S/ Roland A. Belanger
                                         -----------------------------
                                         Roland A. Belanger, President


                                     LESSEE:

                                    CENTENNIAL HEALTHCARE PROPERTIES
                                    CORPORATION, a Georgia corporation



                              By: /S/ Alan C. Dahl
                                         ----------------------------
                                         Alan C. Dahl, Vice President



<PAGE>





                                    Exhibit B

Annual Lease Payments                           Monthly Lease Payments

Year 1      $182,178.00                         $15,182.00
Year 2      $182,178.00                         $15,182.00
Year 3      $182,178.00                         $15,182.00
Year 4      $182,178.00                         $15,182.00
Year 5      $182,178.00                         $15,182.00
Year 6      $103,968.00                         $8,664.00
Year 7      $103,968.00                         $8,664.00
Year 8      $103,968.00                         $8,664.00
Year 9      $103,968.00                         $8,664.00
Year 10     $103,968.00                         $8,664.00
Year 11     $103,968.00                         $8,664.00
Year 12     $103,968.00                         $8,664.00
Year 13     $103,968.00                         $8,664.00

<PAGE>
SCHEDULE 10.13

      CHPC has entered into lease agreements substantially identical to
Exhibit
10.13 as follows:

      1. Second Amended and Restated Lease  Agreement dated October 1, 1998 with
EBT Healthcare Properties,  L.P. ("EBT") for Ft. Worth, Texas facility. Material
details in which this  agreement  differs from  Exhibit  10.13 are that the base
rent per year is $247,365  for the  remaining  term of this  agreement,  and the
"Additional  Rent" payment is $317 for each 1/8% that the LIBOR Rate established
by Bloomberg  exceeds 7.475% (the "Percentage  Amount").  Furthermore,  the Base
Rent shall be reduced  $137 for each 1/8% that the LIBOR  Rate  decreases  below
7.475%.

      2. Second Amended and Restated Lease  Agreement dated October 1, 1998 with
EBT for Libby,  Montana  facility.  Material  details  in which  this  agreement
differs from  Exhibit  10.13 are that the base rent per year is $108,525 for the
remaining term of this agreement,  and the "Additional Rent" payment is $137 for
each 1/8% that the LIBOR Rate  established  by  Bloomberg  exceeds  5.625%  (the
"Percentage Amount").  Furthermore, the Base Rent shall be reduced $137 for each
1/8% that the LIBOR Rate decreases below 5.625%.

      3. Amended and Restated Lease Agreement dated October 1, 1998 with EBT for
Pinewood, Idaho facility.  Material details in which this agreement differs from
Exhibit 10.13 are that the base rent per year is $279,032 for the remaining term
of this agreement,  and the "Additional Rent" payment is $359 for each 1/8% that
the  LIBOR  Rate  established  by  Bloomberg  exceeds  5.625%  (the  "Percentage
Amount").  Furthermore,  the Base Rent shall be reduced  $359 for each 1/8% that
the LIBOR Rate decreases below 5.625%.

      4. Amended and Restated Lease Agreement dated October 1, 1998 with EBT for
Union,  Mississippi  facility.  Material details in which this agreement differs
from Exhibit 10.13 are that the base rent per year is $285,259 for the remaining
term of this agreement,  and the "Additional Rent" payment is $370 for each 1/8%
that the LIBOR Rate  established by Bloomberg  exceeds  5.625% (the  "Percentage
Amount").  Furthermore,  the Base Rent shall be reduced  $370 for each 1/8% that
the LIBOR Rate decreases below 5.625%.


      5. Amended and Restated Lease Agreement dated October 1, 1998 with EBT for
Natchez,  Mississippi facility. Material details in which this agreement differs
from Exhibit 10.13 are that the base rent per year is $348,310 for the remaining
term of this agreement,  and the "Additional Rent" payment is $444 for each 1/8%
that the LIBOR Rate  established by Bloomberg  exceeds  5.625% (the  "Percentage
Amount").  Furthermore,  the Base Rent shall be reduced  $444 for each 1/8% that
the LIBOR Rate decreases below 5.625%.

      6. Amended and Restated Lease Agreement dated October 1, 1998 with EBT for
Winona,  Mississippi facility.  Material details in which this agreement differs
from Exhibit 10.13 are that the base rent per year is $441,677 for the remaining
term of this agreement,  and the "Additional Rent" payment is $560 for each 1/8%
that the LIBOR Rate  established by Bloomberg  exceeds  5.625% (the  "Percentage
Amount").  Furthermore,  the Base Rent shall be reduced  $560 for each 1/8% that
the LIBOR Rate decreases below 5.625%.

      7. Amended and Restated Lease Agreement dated October 1, 1998 with EBT for
Franklinton,  Louisiana  facility.  Material  details  in which  this  agreement
differs from Exhibit  10.13 are that the term of this  agreement  terminates  on
September  30, 2004,  base rent per year is $420,234 for the  remaining  term of
this agreement, and the "Additional Rent" payment is $522 for each 1/8% that the
LIBOR Rate established by Bloomberg  exceeds 5.625% (the  "Percentage  Amount").
Furthermore,  the Base Rent shall be  reduced  $522 for each 1/8% that the LIBOR
Rate decreases below 5.625%.

      8. Amended and Restated Lease Agreement dated October 1, 1998 with EBT for
Bossier  City,  Louisiana  facility.  Material  details in which this  agreement
differs from Exhibit  10.13 are that the term of this  agreement  terminates  on
September  30, 2004,  base rent per year is $100,946 for the  remaining  term of
this agreement, and the "Additional Rent" payment is $127 for each 1/8% that the
LIBOR Rate established by Bloomberg  exceeds 5.625% (the  "Percentage  Amount").
Furthermore,  the Base Rent shall be  reduced  $127 for each 1/8% that the LIBOR
Rate decreases below 5.625%.


                                       14
<PAGE>

      9. Amended and Restated Lease Agreement dated October 1, 1998 with EBT for
Ferriday,  Louisiana facility.  Material details in which this agreement differs
from Exhibit 10.13 are that the term of this  agreement  terminates on September
30,  2004,  base  rent  per  year is  $250,648  for the  remaining  term of this
agreement,  and the  "Additional  Rent"  payment  is $317 for each 1/8% that the
LIBOR Rate established by Bloomberg  exceeds 5.625% (the  "Percentage  Amount").
Furthermore,  the Base Rent shall be  reduced  $317 for each 1/8% that the LIBOR
Rate decreases below 5.625%.

      10.  Amended and Restated Lease  Agreement  dated October 1, 1998 with EBT
for  McComb,  Mississippi  facility.  Material  details in which this  agreement
differs from Exhibit  10.13 are that the term of this  agreement  terminates  on
March 31, 2004,  base rent per year is $479,572 for the  remaining  term of this
agreement,  and the  "Additional  Rent"  payment  is $613 for each 1/8% that the
LIBOR Rate established by Bloomberg  exceeds 5.625% (the  "Percentage  Amount").
Furthermore,  the Base Rent shall be  reduced  $613 for each 1/8% that the LIBOR
Rate decreases below 5.625%.

      11.  Amended and Restated Lease  Agreement  dated October 1, 1998 with EBT
for Starkville,  Mississippi facility.  Material details in which this agreement
differs from Exhibit  10.13 are that the term of this  agreement  terminates  on
September  30, 2004,  base rent per year is $431,067 for the  remaining  term of
this agreement, and the "Additional Rent" payment is $545 for each 1/8% that the
LIBOR Rate established by Bloomberg  exceeds 5.625% (the  "Percentage  Amount").
Furthermore,  the Base Rent shall be  reduced  $545 for each 1/8% that the LIBOR
Rate decreases below 5.625%.