LEASE SUPPLEMENT NO. 2 (Meridian, Mississippi)


      THIS LEASE SUPPLEMENT NO. 2 (this "Lease Supplement") dated as of July 31,
1998 between FIRST  SECURITY  BANK,  NATIONAL  ASSOCIATION,  a national  banking
association,  not  individually,  but  solely  as the  Owner  Trustee  under the
Centennial Real Estate Trust 1998-1,  as lessor (the  "Lessor"),  and CENTENNIAL
HEALTHCARE CORPORATION, a Georgia corporation, as lessee (the "Lessee").

      WHEREAS,  Lessor  is the  owner  or  will  be the  owner  of the  Property
described on Schedule 1 hereto (the "Leased  Property")  and wishes to lease the
same to Lessee;

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

      SECTION  1.  Definitions;  Rules of  Usage.  For  purposes  of this  Lease
Supplement, capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in Appendix A to the Participation Agreement,
dated as of July 29, 1998, among Lessee,  Lessor,  not  individually,  except as
expressly  stated therein,  but solely as the Owner Trustee under the Centennial
Real Estate Trust 1998-1, the various banks and other lending institutions which
are parties  thereto from time to time,  as the Holders,  the various  banks and
other lending  institutions  which are parties thereto from time to time, as the
Lenders,  First Union  Capital  Markets,  a division of Wheat First  Securities,
Inc., as Syndication Agent, and NationsBank,  N.A., as the Agent for the Lenders
and respecting the Security Documents, as the Agent for the Lenders and Holders,
to the extent of their interests,  as such may be amended,  modified,  extended,
supplemented, restated and/or replaced from time to time.

      SECTION  2.  The  Properties.   Attached  hereto  as  Schedule  1  is  the
description of the Leased Property,  with an Equipment  Schedule attached hereto
as Schedule 1-A, an Improvement  Schedule  attached hereto as Schedule 1-B and a
legal  description of the Land attached  hereto as Schedule 1-C.  Effective upon
the  execution and delivery of this Lease  Supplement by Lessor and Lessee,  the
Leased  Property  shall be  subject  to the terms and  provisions  of the Lease.
Without  further  action,  any and all  additional  Equipment  funded  under the
Operative  Agreements and any and all additional  Improvements  made to the Land
shall be  deemed  to be  titled  to the  Lessor  and  subject  to the  terms and
conditions of the Lease and this Lease Supplement.

      SECTION 3. Use of  Property.  At all times during the Term with respect to
each Property,  Lessee will comply with all obligations under and (to the extent
no Event of Default exists and provided,  that such exercise will not impair the
value of such  Property)  shall be permitted to exercise all rights and remedies
under, all operation and easement  agreements and related or similar  agreements
applicable to such Property.

      SECTION  4.   Ratification;   Incorporation   by   Reference.   Except  as
specifically  modified  hereby,  the terms and  provisions  of the Lease and the
Operative  Agreements are hereby ratified and confirmed and remain in full force
and  effect.  The Lease is hereby  incorporated  herein by  reference  as though
restated herein in its entirety.

      SECTION 5. Original Lease Supplement. The single executed original of this
Lease Supplement marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED  COUNTERPART"
on the signature  page thereof and  containing the receipt of the Agent therefor
on or  following  the  signature  page thereof  shall be the  original  executed
counterpart of this Lease Supplement (the "Original Executed  Counterpart").  To
the extent that this Lease Supplement constitutes chattel paper, as such term is
defined  in  the  Uniform  Commercial  Code  as  in  effect  in  any  applicable
jurisdiction,  no  security  interest  in this Lease  Supplement  may be created
through the transfer or  possession of any  counterpart  other than the Original
Executed Counterpart.

      SECTION 6. GOVERNING LAW. THIS LEASE  SUPPLEMENT  SHALL BE GOVERNED BY AND
CONSTRUED,  INTERPRETED  AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NORTH  CAROLINA,  EXCEPT TO THE EXTENT THE LAWS OF THE STATE WHERE A  PARTICULAR
PROPERTY IS LOCATED ARE REQUIRED TO APPLY.

      SECTION 7. Mortgage;  Power of Sale.  Without  limiting any other remedies
set forth in the  Lease,  in the event  that a court of  competent  jurisdiction
rules that the Lease  constitutes  a  mortgage,  deed of trust or other  secured
financing  as is the intent of the  parties,  then Lessor and Lessee  agree that
Lessee hereby grants a Lien against the Leased  Property WITH POWER OF SALE, and
that,  upon the occurrence of any Lease Event of Default,  Lessor shall have the
power and authority, to the extent provided by law, after prior notice and lapse
of such time as may be required by law, to foreclose its interest (or cause such
interest to be foreclosed) in all or any part of the Leased Property.

      SECTION 8. Counterpart Execution. This Lease Supplement may be executed in
any  number  of  counterparts  and by each of the  parties  hereto  in  separate
counterparts,  all such counterparts  together  constituting but one (1) and the
same instrument.


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      IN WITNESS  WHEREOF,  each of the  parties  hereto  has caused  this Lease
Supplement to be duly executed by an officer thereunto duly authorized as of the
date and year first above written.

                               FIRST SECURITY BANK,  NATIONAL  ASSOCIATION,  not
                               individually,  but  solely as the  Owner  Trustee
                               under the Centennial Real Estate Trust 1998-1, as
                               Lessor

                               By:     /s/ Val T. Orton
                               Name:  Val T. Orton
                               Title:                Vice President


                               CENTENNIAL HEALTHCARE CORPORATION,
                               as Lessee

                               By:     /s/ Alan C. Dahl
                               Name:  Alan C. Dahl
                                     Title:
                               Executive Vice President



Receipt of this original counterpart of the foregoing Lease Supplement is hereby
acknowledged as the date hereof.

NATIONSBANK, N.A., as the Agent

By:   /s/ J. Walter Bland
Name:          J. Walter Bland
Title:     Vice President



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                                   SCHEDULE 1
                            TO LEASE SUPPLEMENT NO. 2

               (Description of the Leased Property)


<PAGE>



                                  SCHEDULE 1-A
                            TO LEASE SUPPLEMENT NO. 2

                                   (Equipment)


<PAGE>



                                  SCHEDULE 1-B
                            TO LEASE SUPPLEMENT NO. 2

                                 (Improvements)


<PAGE>



                                  SCHEDULE 1-C
                            TO LEASE SUPPLEMENT NO. 2

                                     (Land)