<PAGE>
 
                                                                    EXHIBIT 10.3



NationsBank, N.A.
                                Promissory Note

Date: January 6, 1999                      
New Amount: $5,000,000.00                          Maturity Date: March 31, 1999

------------------------------------------======================================
Bank:                                         Borrower:
NationsBank, N.A.                             Centennial Healthcare Corporation
Banking Center:  High Tech/Healthcare         400 Perimeter Center Terr. #650
600 Peachtree Street N.E.                     Atlanta, Georgia  30346
Atlanta, GA 30308

County:  Fulton                               County:  Fulton
------------------------------------------======================================

FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and
severally, if more than one) promises to pay to the order of Bank, its
successors and assigns, without setoff, at its offices indicated at the
beginning of this Note, or at such other place as may be designated by Bank, the
principal amount of Five Million and No/100 Dollars ($5,000,000.00), or so much
thereof as may be advanced in immediately available funds, together with
interest computed daily on the outstanding principal balance hereunder, at an
annual interest rate, and in accordance with the payment schedule, indicated
below.

[This Note contains some provisions preceded by boxes. If a box is marked, the
provision applies to this transaction; if it is not marked, the provision does
not apply to this transaction.]

1.   Rate.

See "Exhibit A" Interest Rate Option Provisions

Notwithstanding any provision of this Note, Bank does not intend to charge and
Borrower shall not be required to pay any amount of interest or other charges in
excess of the maximum permitted by the applicable law of the State of Georgia;
if any higher rate ceiling is lawful, then that higher rate ceiling shall apply.
Any payment in excess of such maximum shall be refunded to Borrower or credited
against principal, at the option of Bank.

2.   Accrual Method. Unless otherwise indicated, interest at the Rate set forth
above will be calculated by the actual/360 day method (a daily amount of
interest is computed for a hypothetical year of 360 days; that amount is
multiplied by the actual number of days for which any principal is outstanding
hereunder). If interest is not to be computed using this method, the method
shall be: _______________________.

3.   Rate Change Date, Any Rate based on a fluctuating index or base rate will
change, unless otherwise provided, each time and as of the date that the index
or base rate changes. If the Rate is to change on any other date or at any other
interval, the change shall be: In the event any index is discontinued, Bank
shall substitute an index determined by Bank to be comparable, in its sole
discretion.
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4.   Payment Schedule. All payments received hereunder shall be applied first to
the payment of any expense or charges payable hereunder or under any other loan
documents executed in connection with this Note, then to interest due and
payable, with the balance applied to principal, or in such other order as Bank
shall determine at its option.

Single Principal Payment. Principal shall be paid in full in a single payment on
March 31, 1999. Interest thereon shall be paid monthly, commencing on January
31, 1999, and continuing on the last day of each successive month, quarter or
other period (as applicable) thereafter, with a final payment of all unpaid
interest at the stated maturity of this Note.

5.   Revolving: Feature.

[XI] Borrower may borrow, repay and reborrow hereunder at any time, up to a
maximum aggregate amount outstanding at any one time equal to the principal
amount of this Note, provided, that Borrower is not in default under any
provision of this Note, any other documents executed in connection with this
Note, or any other note or other loan documents now or hereafter executed in
connection with any other obligation of Borrower to Bank, and provided that the
borrowings hereunder do not exceed any borrowing base or other limitation on
borrowings by Borrower. Bank shall incur no liability for its refusal to advance
funds based upon its determination that any conditions of such further advances
have not been met. Bank records of the amounts borrowed from time to time shall
be conclusive proof thereof.

   Uncommitted Facility. Borrower acknowledges and agrees that, notwithstanding
any provisions of this Note or any other documents executed in connection with
this Note, Bank has no obligation to make any advance, and that all advances are
at the sole discretion of Bank.

   Out-Of-Debt Period. For a period of at least ________ consecutive days during
each fiscal year, any consecutive 12-month period, Borrower shall fully pay down
the balance of this Note, so that no amount of principal or interest and no
other obligation under this Note remains outstanding.

6.   Automatic Payment.

[X] Borrower has elected to authorize Bank to affect payment of sums due under
this Note by means of debiting Borrower's account number ____________. This
authorization shall not affect the obligation of Borrower to pay such sums when
due, without notice, if there are insufficient funds in such account to make
such payment in full on the due date thereof, or if Bank fails to debit the
account.

7.   Loan Fee.

[X] Upon the maturity of this Note, whether by demand, acceleration, or
otherwise, an administrative fee in the amount of $______ shall be due and 
payable.

8.   Waivers, Consents and Covenants. Borrower, any endorser or guarantor
hereof, or any other party hereto (individually an "Obligor" and collectively
"Obligors") and each of them jointly and severally: (a) waive presentment,
demand, protest, notice of demand, notice of intent to accelerate, notice of
acceleration of maturity, notice of protest, notice of nonpayment, notice of
<PAGE>
 
dishonor, and any other notice required to be given under the law to any Obligor
in connection with the delivery, acceptance, performance, default or enforcement
of this Note, any endorsement or guaranty of this Note, or any other documents
executed in connection with this Note or any other note or other loan documents
now hereafter executed in connection with any obligation of Borrower to Bank
(the "Loan Documents"); (b) consent to all delays, extensions, renewals or other
modifications of this Note or the Loan Documents, or waivers of any term hereof
or of the Loan Documents, or release or discharge by Bank of any of Obligors, or
release, substitution or exchange of any security for the payment hereof, or the
failure to act on the part of Bank, or any indulgence shown by Bank (without
notice to or further assent from any of Obligors), and agree that no such
action, failure to act or failure to exercise any right or remedy by Bank shall
in any way affect or impair the obligations of any Obligors or be construed as a
waiver by Bank of, or otherwise affect, any of Bank's rights under this Note,
under any endorsement or guaranty of this Note or under any of the Loan
Documents; and (c) agree to pay, on demand, all costs and expenses of collection
or defense of this Note or of any endorsement or guaranty hereof and/or the
enforcement or defense of Bank's rights with respect to, or the administration,
supervision, preservation, or protection of, or realization upon, any property
securing payment hereof, including, without limitation, reasonable attorney's
fees, including fees related to any suit, mediation or arbitration proceeding,
out of court payment agreement, trial, appeal, bankruptcy proceedings or other
proceeding, in such amount as may be determined reasonable by any arbitrator or
court, whichever is applicable.

9.   "Interest" Limited. As used in this Note and for the purposes of Section 
7-4-2 of the Official Code of Georgia Annotated, or any successor thereto, the
term "interest" does not include any fees (including, but not limited to, the
Loan Fee) or other charges imposed on Borrower in connection with the
indebtedness evidenced by this Note, other than the interest described above.

10.  Prepayments. Prepayments may be made in whole or in part at any time on any
loan for which the Rate is based on the Prime Rate or any other fluctuating Rate
or index which may change daily.

11.  Delinquency Charge. To the extent permitted by law, a delinquency charge
may be imposed in an amount not to exceed two percent (2%) over otherwise
applicable rate of any payment that is more than fifteen days late.

12.  Events of Default. The following are events of default hereunder: (a) the
failure to pay or perform any obligation, liability or indebtedness of any
Obligor to Bank, or to any affiliate or subsidiary of NationsBank Corporation,
whether under this Note or any Loan Documents, as and when due (whether upon
demand, at maturity or by acceleration); (b) an Event of Default exists under
that Credit Agreement dated as of July 31, 1998, as amended, the "Credit
Agreement".

13.  Remedies upon Default. Whenever there is a default under this Note (a) the
entire balance outstanding hereunder and all other obligations of any Obligor to
Bank (however acquired or evidenced) shall, at the option of Bank, become
immediately due and payable and any obligation of Bank to permit further
borrowing under this Note shall immediately cease and terminate, and/or (b) to
the extent permitted by law, the Rate of interest on the unpaid principal shall
be increased at Bank's discretion up to two percent (2%) over otherwise
applicable rate (the "Default Rate"). The provisions herein for a Default Rate
shall not be deemed to extend the time for any payment hereunder or to
constitute a "grace period" giving Obligors a right to cure any default. At
<PAGE>
 
Bank's option, any accrued and unpaid interest, fees or charges may, for
purposes of computing and accruing interest on a daily basis after the due date
of the Note or any installment thereof, be deemed to be a part of the principal
balance, and interest shall accrue on a daily compounded basis after such date
at the Default Rate provided in this Note until the entire outstanding balance
of principal and interest is paid in full. Upon a default under this Note, Bank
is hereby authorized at any time, at its option and without notice or demand, to
set off and charge against any deposit accounts of any Obligor (as well as any
money, instruments, securities, documents, chattel paper, credits, claims,
demands, income and any other property, rights and interests of any Obligor),
which at any time shall come into the possession or custody or under the control
of Bank or any of its agents, affiliates or correspondents, any and all
obligations due hereunder. Additionally, Bank shall have all rights and remedies
available under each of the Loan Documents, as well as all rights and remedies
available at law or in equity.

14.  Non-Waiver. The failure at any time of Bank to exercise any of its options
or any other rights hereunder shall not constitute a waiver thereof, nor shall
it be a bar to the exercise of any of its options or rights at a later date. All
rights and remedies of Bank shall be cumulative and may be pursued singly,
successively or together, at the option of Bank. The acceptance by Bank of any
partial payment shall not constitute a waiver of any default or of any of Bank's
rights under this Note. No waiver of any of its rights hereunder, and no
modification or amendment of this Note, shall be deemed to be made by Bank
unless the same shall be in writing, duly signed on behalf of Bank; each such
waiver shall apply only with respect to the specific instance involved, and
shall in no way impair the rights of Bank or the obligations of Obligors to Bank
in any other respect at any other time.

15.  Applicable Law, Venue and Jurisdiction. This Note and the rights and
obligations of Borrower and Bank shall be governed by and interpreted in
accordance with the law of the State of Georgia. In any litigation in connection
with or to enforce this Note or any endorsement or guaranty of this Note or any
Loan Documents, Obligors, and each of them, irrevocably consent to and confer
personal jurisdiction on the courts of the State of Georgia or the United States
located within the State of Georgia and expressly waive any objections as to
venue in any such courts. Nothing contained herein shall, however, prevent Bank
from bringing any action or exercising any rights within any other state or
jurisdiction or from obtaining personal jurisdiction by any other means
available under applicable law.

16.  Partial Invalidity. The unenforceability or invalidity of any provision of
this Note shall not affect the enforceability or invalidity of any other
provision herein and the invalidity or unenforceability of any provision of this
Note or of the Loan Documents to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

17.  Binding Effect. This Note shall be binding upon and inure to the benefit of
Borrower, Obligors and Bank and their respective successors, assigns, heirs and
personal representatives, provided, however, that no obligations of Borrower or
Obligors hereunder can be assigned without prior written consent of Bank.

18.  Controlling Document. To the extent that this Note conflicts with or is in
any way incompatible with any other document related specifically to the loan
evidenced by this Note, this Note shall control over any other such document,
<PAGE>
 
and if this Note does not address an issue, then each other such document shall
control to the extent that it deals most specifically with an issue.

19.  ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATEI) INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
HE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.

     A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY
BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT
OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR: IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

     B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE
DEEMED TO 11) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT: OR (11) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (111) LIMIT THE
RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPCIN SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

Borrower represents to Bank that the proceeds of this loan are to be used
primarily for business, commercial or agricultural purposes. Borrower
acknowledges having read and understood, and agrees to be bound by, all terms
and conditions of this Note and hereby executes this Note under seal as of the
date here above written.

NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES, THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Centennial Healthcare Corporation

By: /s/ Alan Dahl                       (Seal)
Name: Alan Dahl
Title: Executive Vice President

By: /s/ Daryl Griswold                  (Seal)
Name: Daryl Griswold
Title: Assistant Secretary

<PAGE>
 
                                   EXHIBIT A

                       INTEREST RATE OPTION PROVISIONS

     THIS EXHIBIT A is attached to and forms a part of that certain PROMISSORY
NOTE (the "Note"), dated January 6, 1999, executed by Centennial Healthcare
Corporation, a Corporation ("Borrower"), and made payable to the order of
NationsBanks, N.A. ("Bank").

     1. Borrower's Rates. On the terms and subject to the conditions set forth
below, Borrower will be able to select, from one of the following Rate Options,
an interest rate which will be applicable to a particular dollar increment of
amounts outstanding, or to be disbursed, under the Note: [check the available
options]

        [X]  The Prime Rate plus (the "Prime Rate Option");

        [ ]  The Treasury Securities Rate plus (the "Treasury Securities
        Rate Option"); or

        [X]  The Eurodollar Daily Floating Rate, plus 2.75 (the
        "Eurodollar Daily Floating Rate Option");

        [ ]  The Eurodollar Fixed Period Rate, plus (the "Eurodollar Fixed
        Period Rate Option");

        [ ]  The CD Rate plus (the "CD Rate Option"); or

        [ ]  The Quoted Rate, plus (the "Quoted Rate Option");

        [ ]  The Transaction Rate of (the "Transaction Rate Option").

Interest based on the Prime Rate Option is a floating rate and will change on
and as of the date of a change in the Prime Rate. The period of time during
which the Prime Rate shall be applicable shall be a Prime Rate Interest Period.
Interest based on the Eurodollar Daily Floating Rate Option is a floating rate
and will change on and as of the date of a change in the Eurodollar Daily
Floating Rate. The period of time during which the
<PAGE>
 
Eurodollar Daily Floating Rate shall be applicable shall be a Eurodollar Daily
Floating Rate Interest Period. Interest based on the Treasury Securities Rate
Option will be fixed for periods of _ year(s) (each a "Treasury Securities
Interest Period"). Interest based on the Eurodollar Fixed Period Rate Option
will be fixed for periods of (each a "Eurodollar Fixed Interest Period").
Interest based on the CD Rate Option will be fixed for periods of (each a "CD
Interest Period"). Interest based on the Quoted Rate Option will be fixed for
periods of (each a "Quoted Interest Period"). Interest based on the Transaction
Rate Option will be fixed for periods of (each a "Transaction Interest Period").
The Treasury Securities Rate, the Eurodollar Fixed Period Rate, the CD Rate, the
Quoted Rate, and the Transaction Rate each being hereafter from time to time
referred to as a "Fixed Rate Option"). [See note below]

     2. Selection of Applicable Interest Rate.

     (a) Request. Borrower may request (a "Rate Request") that a $1.00
increment or any amount in excess thereof (an "Increment") of the outstanding
principal of, or amounts to be disbursed under, the Note bear interest at the
Prime Rate Option, the Eurodollar Daily Floating Rate Option, the Treasury
Securities Rate Option, the Eurodollar Fixed Period Rate Option, the CD Rate
Option, the Quoted Rate Option or the Transaction Rate Option, as applicable, by
telephonic notice no later than 10:00 a.m. (Eastern time) a sufficient (in
Bank's sole discretion) number of Business Days prior to the effective date of
the Rate Request to permit Bank to quote the rate requested.

     (b) Applicable Interest Rates. Borrower's Rate Request will become
effective, and interest on the Increment designated will be calculated at the
rate (the "Effective Rate") requested by Borrower for the applicable Interest
Period, subject to the following:

         (i) Notwithstanding any Rate Request, interest shall be calculated on
the basis of the Prime Rate Option if (a) Bank, in good faith, is unable to
ascertain the requested Fixed Rate Option by reason of circumstances then
affecting the applicable money market or otherwise, (b) it becomes unlawful or
impracticable for the Bank to maintain loans based upon the requested Fixed Rate
Option, or (c) Bank, in good faith, determines that it is impracticable to
maintain loans based on the requested Fixed Rate Option because of increased
taxes, regulatory costs, reserve requirements, expenses or any other costs or
charges that affect such Interest Rate Options. Upon the occurrence of an of the
above events, any Increment to which a requested Fixed Rate Option applies,
shall be ________________________________.

         (ii) Borrower may have no more than a total of One (1) Effective Rates
applicable to amounts outstanding under the Note at any given time.

         (iii) A Rate Request shall be effective as to amounts to be disbursed
under the Note only if, on the effective date of the Rate Requests, such amounts
are in fact disbursed to or for the account of the Borrower in accordance with
the provisions of the Note and any related loan documents.

         (iv) Any amounts of outstanding principal for which a Rate Request has
not been made, or is otherwise not effective, shall bear interest until paid in
full at the Prime Rate Option.

         (v) Any amounts of outstanding principal bearing interest based upon a
Fixed Rate Option shall bear interest at such rate until the end of the Interest
Period therefor, and thereafter shall bear interest based upon the Prime Rate
Option unless a new Rate Request for a Fixed Rate Option complying with the
terms hereof has been made and has become effective.
<PAGE>
 
         (vi)  If Borrower shall be in default under the Note ("Default"), then
Bank shall no longer be obligated to honor any Rate Requests.

         (vii) No Fixed Rate Interest Period shall extend beyond the maturity
date of the Note.

(c)  Repayment. Principal and Interest shall be payable according to the terms
of the Promissory Note dated January 6, 1999 in the Principal amount of
$5,000,000.00.

[ ]  For any Interest Period during which the Prime Rate is applicable to any of
the outstanding principal, interest thereon shall be payable and continuing on
the day of each successive month, quarter or other period (as applicable)
thereafter, with a final payment of all accrued and unpaid interest on the last
day of such Interest Period.

[ ]  For any Interest Period during which the Quoted Rate is applicable to any
of the outstanding principal, interest thereon shall be payable and continuing
on the day of each successive month, quarter or other period (as applicable)
thereafter, with a final payment of all accrued and unpaid interest on the last
day of such Interest Period.

[ ]  For any Interest Period during which the Transaction Rate is applicable to
any of the outstanding principal, interest thereon shall be payable and
continuing on the day of each successive month, quarter or other period (as
applicable) thereafter, with a final payment of all accrued and unpaid interest
on the last day of such Interest Period.

[ ]  For any Interest Period during which the Eurodollar Daily Floating Rate is
applicable to any of the outstanding principal, interest thereon shall be
payable and continuing on the day of each successive month, quarter, or other
period (as applicable) thereafter, with a final payment of all accrued and
unpaid interest on the last day of such Interest Period.

[ ]  For any Interest Period during which the Eurodollar Fixed Period Rate is
applicable to any of the outstanding principal, all accrued and unpaid interest
thereon shall be payable on the last day of each applicable Interest Period and,
in the case of an Interest Period greater than three months, at three month
intervals after the first day of such Interest Period.

[ ]  For any Interest Period during which the CD Rate is applicable to any of
the outstanding principal, all accrued and unpaid interest thereon shall be
payable on the last day of each applicable Interest Period and, in the case of
an Interest Period greater than 90 days, at 90 day intervals after the first day
of such Interest Period.

[ ]  For any Interest Period during which the Treasuries Securities Rate is
applicable to any outstanding principal, interest thereon shall be payable and
continuing on the day of each successive month, quarter or other period (as
applicable) thereafter, with a final payment of all accrued and unpaid interest
on the last day of such Interest Period.


     3. Defined Terms. The following terms as used in this Exhibit A shall have
the following meanings:

     "Business Day" shall mean a day on which Bank is open for business and
dealing in deposits in Atlanta, Georgia.
<PAGE>
 
     "Treasury Securities Rate" shall mean the rate of interest per annum
determined by Bank, in accordance with its customary general practice from time
to time, to be the weekly average yield on all United States Treasury Securities
adjusted to a constant maturity for a term comparable to such Interest Period,
as most recently reported by the Federal Reserve System in the weekly Federal
Reserve Statistical Release No. H-15(519), entitled "Selected Interest Rates"
(or any succeeding publication)(the "Treasury Securities Rate") adjusted from
time to time in Bank's sole discretion for then applicable reserve requirements,
deposit insurance assessment rates and other regulatory costs.

     "CD Rate" shall mean the rate of interest per annum (rounded upwards, if
necessary, to the next higher 1/16 of 1%) determined by Bank, in accordance
with its customary general practice from time to time, paid from time to time by
major banks on negotiable certificates of deposit (secondary market) in amounts
of $100,000.00 or more for a term comparable to such Interest Period, as most
recently reported by the Federal Reserve System in the weekly Federal Reserve
Statistical Release No. H-15(519), entitled "Selected Interest Rates" (or an
succeeding publication (rounded upwards, if necessary to the nearest 1/100 of
1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate
for deposits in Dollars at approximately one 1:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, as adjusted from
time to time in Bank's sole discretion for then applicable reserve requirements,
deposit insurance assessment rates and other regulatory costs; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates.

     "Eurodollar Daily Floating Rate" shall mean the fluctuating rate of
interest equal to the One, Two, or Three Month rate of interest (rounded
upwards, if necessary to the nearest 1/100 of 1%) appearing on Telerate Page
3750 (or any successor page) as the One, Two, or Three month London interbank
offered rate for deposits in Dollars at approximately one 1:00 a.m. (London
time) on the second preceding Business Day, as adjusted from time to time in
Bank's sole discretion for then applicable reserve requirements, deposit
insurance assessment rates and other regulatory costs. If for any reason such
rate is not available, the term "Eurodollar Daily Floating Rate" shall mean the
fluctuating rate of interest equal to the One, Two, or Three month rate of
interest (rounded upwards, if necessary to the nearest 1/100 of 1%) appearing
on Reuters Screen LIBO Page as the One, Two, or Three month London interbank
offered rate for deposits in Dollars at approximately one 1:00 a.m. (London
time) on the second preceding Business Day, as adjusted from time to time in
Bank's sole discretion for then applicable reserve requirements, deposit
insurance assessment rates and other regulatory costs; provided, however, if
more than one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates.

     "Prime Rate" is the fluctuating rate of interest established by Bank from
time to time, at its discretion, whether or not such rate shall be otherwise
published. The Prime Rate is established by Bank as an index and may or may not
at any time be the best or lowest rate charged by Bank on any loan.
<PAGE>
 
     "Quoted Rate" shall mean a fixed rate of interest per annum agreed upon by
the Bank and Borrower on or prior to the first day of the Interest Period for
which such rate shall be in effect.

     "Transaction Rate" shall mean the fixed rate of __% per annum.

     4. Notices; Authority to Act. Borrower acknowledges and agrees that the
agreement of Bank herein to receive certain notices by telephone is solely for
the convenience of Borrower. Bank shall be entitled to rely on the authority of
the person purporting to be a person authorized by Borrower to give such notice,
and Bank shall have no liability to Borrower on account of any action taken by
Bank in reliance upon such telephonic notice. The obligation of Borrower to
repay all sums owing under the Note shall not be affected in any way or to any
extent by any failure by Bank to receive written confirmation of any telephonic
notice or the receipt by Bank of a confirmation which is at variance with the
terms understood by Bank to be contained in the telephonic notice.

IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A to Note as
of the ___ day of, 19__.

Borrower:  Centennial Healthcare Corporation
By: /s/ Alan C. Dahl
By: Alan C. Dahl

Bank:  NationsBanks, N.A.
By: /s/ Walter Bland
By: Walter Bland

Note: LIBOR and Eurodollar should be quoted in terms of months (i.e. one, two,
three or six months) and not days (i.e. 30, 60, 90 or 1 80 days). There is no
automatic way to accrue interest on Quoted rate or Transaction Rate,
calculations must be done manually.