<PAGE>

                THIRD AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS


      THIS THIRD AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS (this "Amendment")
dated as of May 28, 1999 is by and among CENTENNIAL HEALTHCARE CORPORATION, a
Georgia corporation (the "Lessee" or the "Construction Agent"); the various
parties listed on the signature pages hereto as guarantors (subject to the
definition of Guarantors in Appendix A to the Participation Agreement referenced
below, individually, a "Guarantor" and collectively, the "Guarantors"); 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 (the "Owner Trustee" or the "Lessor"); the various banks and other
lending institutions listed on the signature pages hereto as holders of
certificates issued with respect to the Centennial Real Estate Trust 1998-1
(subject to the definition of Holders in Appendix A to the Participation
Agreement referenced below, individually, a "Holder" and collectively, the
"Holders"); the various banks and other lending institutions listed on the
signature pages hereto as lenders with respect to the Centennial Real Estate
Trust 1998-1 (subject to the definition of Lenders in Appendix A to the
Participation Agreement referenced below, individually, a "Lender" and
collectively, the "Lenders"); FIRST UNION CAPITAL MARKETS, A DIVISION OF WHEAT
FIRST SECURITIES, INC., a Virginia corporation, as syndication agent (the
"Syndication Agent"); and NATIONSBANK, N.A., a national banking association, as
the agent for the Lenders and respecting the Security Documents, as the agent
for the Lenders and the Holders, to the extent of their interests

                                     Page 1
<PAGE>

(in such capacity, the "Agent"). Capitalized terms used in this Amendment but
not otherwise defined herein shall have the meanings set forth in Appendix A to
the Participation Agreement (hereinafter defined).

                              W I T N E S S E T H

      WHEREAS, the parties to this Amendment are parties to that certain
Participation Agreement dated as of July 29, 1998 (as amended, modified,
supplemented, restated and/or replaced from time to time, the "Participation
Agreement"), certain of the parties to this Amendment are parties to that
certain Credit Agreement dated as of July 29, 1998 (as amended, modified,
supplemented, restated and/or replaced from time to time, the "Credit
Agreement"), certain of the parties to this Amendment are parties to that
certain Trust Agreement dated as of July 29, 1998 (as amended, modified,
supplemented, restated and/or replaced from time to time, the "Trust
Agreement"), certain of the parties to this Amendment are parties to that
certain Security Agreement dated as of July 29, 1998 (as amended, modified,
supplemented, restated and/or replaced from time to time, the "Security
Agreement"), certain of the parties to this Amendment are parties to that
certain First Amendment to Certain Operative Agreements dated as of October 23,
1998 (as amended, modified, supplemented, restated and/or replaced from time to
time, the "First Amendment"), certain of the parties to this Amendment are
parties to that certain Second Amendment to Certain Operative Agreements dated
as of December 30, 1998 (as amended, modified, supplemented, restated and/or
replaced from time to time, the "Second Amendment"), and certain of the parties
to this Amendment are parties to the other Operative Agreements relating to a
$135,000,000.00 synthetic lease facility (the "Facility") that has been
established in favor of the Lessee;

                                     Page 2
<PAGE>

      WHEREAS, the Lessee has requested certain modifications to the
Participation Agreement, the Credit Agreement, the Lease Agreement, the Security
Agreement, the Trust Agreement and the other Operative Agreements in connection
with the Facility;

      WHEREAS, the Financing Parties which are signatories hereto have agreed to
the requested modifications on the terms and conditions set forth herein;

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

      1. Participation Agreement. The Participation Agreement is amended as
follows.

           (a)  Section 8.7(a) is deleted in its entirety and replaced with the
                following:

           "(a) Each Credit Party has agreed pursuant to Section 5.8 and
      otherwise in accordance with the terms of this Agreement to pay to (i) the
      Agent any and all Rent and any and all other amounts of any kind or type
      under any of the Operative Agreements due and owing or payable to any
      Person (excluding Excepted Payments) and (ii) each Person as appropriate
      the Excepted Payments. Promptly after receipt, the Agent shall apply and
      allocate, in accordance with the terms of this Section 8.7, such amounts
      received from any Credit Party and all other payments, receipts and other
      consideration of any kind whatsoever received by the Agent pursuant to the
      Security Agreement or otherwise received by the Agent, the Holders or any
      of the Lenders in connection with the Collateral, the Security Documents
      or any of the other Operative Agreements. Ratable distributions among the
      Lenders and the Holders under this Section 8.7 shall be made based

                                     Page 3
<PAGE>

      on (in the case of the Lenders) the ratio of the outstanding Loans to the
      aggregate Property Cost and (in the case of the Holders) the ratio of the
      outstanding Holder Advances to the aggregate Property Cost. Ratable
      distributions among the Tranche A Lenders under this Section 8.7 shall be
      made based on the ratio of the individual Tranche A Lender's outstanding
      Tranche A Loans to the aggregate of all the outstanding Tranche A Loans.
      Ratable distributions among the Tranche B Lenders under this Section 8.7
      shall be made based on the ratio of the individual Tranche B Lender's
      outstanding Tranche B Loans to the aggregate of all the Tranche B Loans.
      Ratable distributions among the Lenders (in situations where the Tranche A
      Lenders are not differentiated from the Tranche B Lenders) shall be made
      based on the ratio of the individual Lender's outstanding Loans to the
      aggregate of all the Lenders' outstanding Loans. Ratable distributions
      among the Holders under this Section 8.7 shall be based on the ratio of
      the individual Holder's Holder Amount to the aggregate of all the Holder
      Amounts."

           (b) Section 8.7(b)(iv) is deleted in its entirety and replaced with
               the following:

           "(iv)Subject to Section 8.7(c), an amount equal to (A) any such
           payment identified as a payment pursuant to Section 22.1(b) of the
           Lease (or otherwise) of the Maximum Residual Guarantee Amount (and
           any such lesser amount as may be required by Section 22.1(b) of the
           Lease) in respect of the Properties, (B) any other amount payable
           upon any exercise of remedies after the occurrence of an Event of
           Default not covered by Sections 8.7(b)(i) or 8.7(b)(iii) above
           (including without limitation any amount received in connection

                                     Page 4
<PAGE>

           with an Acceleration which does not represent proceeds from the sale
           or liquidation of the Properties), (C) any other amount payable by
           any Guarantor pursuant to Section 6B and (D) any other amount that is
           a Cash Collateral Payment shall be applied and allocated by the Agent
           first, ratably, to the payment of the principal and interest balance
           of Tranche A Loans then outstanding, second, ratably to the payment
           of the principal and interest balance of the Tranche B Loans then
           outstanding, third, ratably to the payment of the principal balance
           of all Holder Advances plus all outstanding Holder Yield with respect
           to such outstanding Holder Advances, fourth, to the payment of any
           other amounts owing to the Lenders hereunder or under any of the
           other Operative Agreement, and fifth, to the extent moneys remain
           after application and allocation pursuant to clauses first through
           fourth above, to the Owner Trustee for application and allocation to
           Holder Advances and Holder Yield and any other amounts owing to the
           Holders or the Owner Trustee as the Holders shall determine."

           (c) Section 8.9 is added to the Participation Agreement as follows:

                "8.9.Collateralized Principal Payment Account.

                The Lessee shall as of each date listed below make a deposit
                into a cash collateral account (a "Cash Collateral Account") (to
                be created on terms and conditions reasonably satisfactory to
                the Agent). All deposits shall be immediately available funds in
                United States Dollars. The Agent shall be entitled to draw on
                any and all amounts in the Cash Collateral Account and apply
                such amounts in accordance with the terms of the

                                     Page 5
<PAGE>

                Operative Agreements upon the occurrence and during the
                continuation of any Event of Default and upon any election of
                the Sale Option by the Lessee with respect to which (a) there is
                any Deficiency Balance and/or (b) Lessor has retained any
                Property in accordance with the second sentence of the second
                paragraph of Section 22.1(a) of the Lease.

                    Date                              Amount

                December 31, 2000              $5,000,000.00
                December 31, 2001              $10,000,000.00
                December 31, 2002              $10,000,000.00

                The Agent shall invest all such amounts held in the Cash
                Collateral Account in Permitted Investments at the direction of
                the Lessee. Any and all gains from such amounts in Permitted
                Investments shall remain in the Cash Collateral Account as
                additional amounts, but such gains shall not affect the amounts
                to be deposited by the Lessee as set forth above. In the event
                there is a loss regarding such amounts in Permitted Investments
                that causes the total amount in the Cash Collateral Account to
                be less than the aggregate of the deposits paid or scheduled to
                be paid on or prior to such date, then the Lessee shall, upon
                notice from the Agent, promptly deposit an amount equal to the
                deficit of the funds in the Cash Collateral Amount minus the
                aggregate of the deposits paid or scheduled to be paid on or
                prior to such date."

           (d) Section 10.1 of the Participation  Agreement is amended by adding
      the following after the first sentence of Section 10.1:

                "(As an example, if a Lender holds under the Lessee

                                     Page 6
<PAGE>

           Credit Agreement, a commitment percentage of 12.5% of each facility
           thereunder and under the Credit Agreement a commitment percentage of
           12.0% regarding each of the Tranche A Commitments and the Tranche B
           Commitments and if such Lender desires to sell an assignment of 20.0%
           of its interests under the Lessee Credit Agreement and the Credit
           Agreement, then such Lender shall sell under the Lessee Credit
           Agreement an interest of 2.5% of all available commitments and of all
           outstandings thereunder, assuming all other requirements are met
           thereunder, and under the Credit Agreement an interest of 2.4% of all
           of the Available Commitments for Tranche A Loans and all outstanding
           Tranche A Loans and an interest of 2.4% of all of the Available
           Commitments for Tranche B Loans and all outstanding Tranche B
           Loans.)"

           (e) Appendix A to the Participation Agreement shall be amended in the
      following respects:

                (i) The following definitions shall be added in the appropriate
           alphabetical order:

                ""Cash Collateral Account" shall have the meaning set forth
                therefore in Section 8.9 of the Participation Agreement.";

                ""Cash Collateral Payment" shall mean any payment to the Agent
                made from the deposits or proceeds of such deposits in the Cash
                Collateral Account." and

                ""Permitted Investments" shall mean any one or more of the
                following types of investments:

                     (a) marketable obligations of the United States, the full
                and timely payment of which are backed by the full faith and

                                     Page 7
<PAGE>

                credit of the United States of America and that have a maturity
                of not more than 270 days from the date of acquisition;

                     (b) marketable obligations, the full and timely payment of
                which are directly and fully guaranteed by the full faith and
                credit of the United States and that have a maturity of not more
                than 270 days from the date of acquisition;

                     (c) bankers' acceptances and certificates of deposit and
                other interest-bearing obligations (in each case having a
                maturity of not more than 270 days from the date of acquisition)
                denominated in dollars and issued by any bank with capital,
                surplus and undivided profits aggregating at least $100,000,000,
                the short-term obligations of which are rated of least A-1 by
                S&P and P-1 by Moody's;

                     (d) repurchase obligations with a term of not more than ten
                days for underlying securities of the types described in clauses
                (a), (b) and (c) above entered into with any bank of the type
                described in clause (c) above;

                     (e) commercial paper rated at least A-1 by S&P and P-1 by
                Moody's; and,

                     (f) demand deposits, time deposits or certificates of
                deposit (having original maturities of no more than 365 days) of
                depository institutions or trust companies incorporated under
                the laws of the United States of America or any state thereof
                (or domestic branches of any foreign bank) and subject to
                supervision and examination by federal or state banking or
                depository institution authorities; provided, however that at

                                     Page 8
<PAGE>

                the time such investment, or the commitment to make such
                investment, is entered into, the short-term debt rating of such
                depository institution or trust company shall be at least A-1 by
                S&P and P-1 by Moody's."

                (ii) The definition of "Holder Commitments" is amended by
                deleting it in its entirety and replacing it with the following:

                     ""Holder Commitments" shall mean the aggregate committed
                     amount set forth in Schedule I to the Trust Agreement as
                     such Schedule I may be amended and replaced from time to
                     time in accordance with the provisions of the Operative
                     Agreements; the Holder Commitment of each Holder shall be
                     as set forth in Schedule I to the Trust Agreement as such
                     amount may be increased or reduced from time to time in
                     accordance with the provisions of the Operative
                     Agreements."

                (iii) The definition of "Lender Commitments" is amended by
           deleting it in its entirety and replacing it with the following:

                     ""Lender Commitments" shall mean the aggregate committed
                     amount set forth in Schedule 1.1 to the Credit Agreement as
                     such Schedule 1.1 may be amended and replaced from time to
                     time in accordance with the provisions of the Operative
                     Agreements; the Lender Commitment of each Lender shall be
                     as set forth in Schedule 1.1 to the Credit Agreement as
                     such amount may be increased or reduced from time to time
                     in accordance with the provisions of the Operative
                     Agreements."

                                     Page 9
<PAGE>

                (iv) The definition of "Maximum Residual Guarantee Amount" is
           amended by deleting it in its entirety and replacing it with the
           following"

                     ""Maximum Residual Guarantee Amount" shall mean an amount
                     equal to the product of the aggregate Property Cost for all
                     Properties multiplied by eighty-six (86%)."

      2.   Credit Agreement.

           Pursuant to Section 9.1(b) of the Participation Agreement and Section
      2.5(a) of the Credit Agreement (except as noted below), the Lessee (on
      behalf of the Owner Trustee) hereby elects to reduce the Tranche A
      Commitments by $5,720,000 and to reduce the Tranche B Commitments by
      $585,000. With regard to such election by the Lessee, Schedule 1.1 to the
      Credit Agreement is deleted in its entirety and replaced by the following
      and the parties to the Amendment agree to the terms of this Section 2
      notwithstanding the provisions of Section 2.5(a) of the Credit Agreement
      which require reductions in Lender Commitments to be in even multiples of
      $1,000,000:


                                 Schedule 1.1

                        A. LENDER COMMITMENTS EXCLUDING
                  THE FLATLEY COMMITMENT AVAILABLE FOR LOANS

                                  Tranche A              Tranche B
                                 Commitment             Commitment

Name and Address of             Amount  Percentage    Amount  Percentage
Lenders

First Union National Bank   $9,779,000  17.500000% $1,000,125 17.500000%
301 South College Street
Charlotte,  North Carolina
28288
Attn.:  Matt MacIver
Telephone: (704) 374-4187
Facsimile: (704) 383-9144

                                    Page 10
<PAGE>

NationsBank, N.A.           $9,779,000  17.500000% $1,000,125 17.500000%
Atlanta Plaza Building
600 Peachtree Street,  NE,
19th Floor
Atlanta, Georgia 30308
Attn.:  J. Walter Bland
Telephone: (404) 607-5861
Facsimile: (404) 607-6338

AmSouth Bank                $6,985,000  12.500000%  $714,375  12.500000%
SONAT - 7th Floor
1900 Fifth Avenue, North
Birmingham, Alabama 35203
Attn.:  Ken DiFatta
Telephone: (205) 801-0103
Facsimile: (205) 326-4790

Credit Lyonnais New York    $6,985,000  12.500000%  $714,375  12.500000%
Branch
1301 Avenue of the Americas
New York, New York
10019-6022
Attn.:  Henry Reukauf
Telephone: (212) 261-7791
Facsimile: (212) 261-3440

RaboBank Nederland New      $5,588,000   10.00000%  $571,500   10.00000%
York Branch
245 Park Avenue, 37th
Floor
New York, New York 10167
Attn.:  Corporate Services
Telephone: (212) 916-7800
Facsimile: (212) 888-0233

Comerica Bank               $4,191,000   7.500000%  $428,625   7.500000%
500 Woodward Avenue, 9th
Floor
Detroit, Michigan 48226
Attn.:  Manager, Health
Education Group
Telephone: (313) 222-7542
Facsimile: (313) 222-3420

                                    Page 11
<PAGE>

National City Bank of       $4,191,000   7.500000%  $428,625   7.500000%
Kentucky
101 South 5th Street, 8th
Floor
Louisville, Kentucky 40202
Attn.:  Roderic Brown
Telephone: (502) 581-4369
Facsimile: (502) 581-4424

Wachovia, N.A.              $4,191,000   7.500000%  $428,625   7.500000%
191 Peachtree Street,
30th Floor
Atlanta, Georgia 30303
Attn.: Gary Gaskill
Telephone: (404) 332-6519
Facsimile: (404) 332-6920)

Scotiabanc, Inc.            $4,191,000   7.500000%  $428,625   7.500000%
600 Peachtree Street,
Suite 2700
Atlanta, Georgia 30308
Attn.: Carolyn Calloway
Telephone: (404) 877-1507
Facsimile: (404) 888-0998

TOTAL                     *$55,880,000 100.000000% *5,715,000 100.000000%

--------------
* As such amounts and percentages may be reduced from time to time in accordance
with the provisions of the Operative Agreements.


                       B. LENDER COMMITMENTS CONSTITUTING
                   THE FLATLEY COMMITMENT AVAILABLE FOR LOANS

                               Tranche A              Tranche B
                               Commitment            Commitment


Name and Address of        Amount    Percentage   Amount   Percentage
Lenders

First Union National     $27,950,000 50.000000% $3,575,000 50.000000%
Bank
301 South College Street
Charlotte,  North
Carolina 28288
Attn.:  Matt MacIver
Telephone: (704) 374-4187
Facsimile: (704) 383-9144

                                    Page 12
<PAGE>

NationsBank, N.A.        $27,950,000 50.000000% $3,575,000 50.000000%
Atlanta Plaza Building
600 Peachtree Street,
NE, 19th Floor
Atlanta, Georgia 30308
Attn.:  J. Walter Bland
Telephone:(404)-607-5861
Facsimile:(404)-607-6338

TOTAL                   $55,900,000  100.000000% $7,150,000 100.000000%

        [The aggregate Lender Commitment (including without limitation
       the Flatley Commitment available for Loans) equals $124,645,000.]

      3. Lease Agreement. Section 17.1 of the Lease Agreement is amended by
     adding subsection 17.1(w) as follows:

           "(w)  Lessee  shall fail to make a deposit  into the Cash  Collateral
      Account in  accordance  with  Section 8.9 of the  Participation  Agreement
      within three (3) days after the same has become due;".

      4. Security Agreement. The Security Agreement is amended as follows.

           (a) The first paragraph of the Preliminary Statement in the Security
      Agreement is amended in the following respects:

                (i) The reference to "$130,950,000" is amended by deleting such
           reference and replacing it with a reference to "the aggregate Lender
           Commitments from time to time" and

                (ii) The reference to "$4,050,000" is amended by deleting such
           reference and replacing it with a reference to "the aggregate Holder
           Commitments from time to time".

                                    Page 13
<PAGE>

           (b) Section 2 of the Security Agreement is amended by (i) deleting
      the subsection heading "(p)" and replacing it with a subsection heading
      "(q)", (ii) deleting the "; and" from subsection "(o)" and replacing it
      with ";" and (iii) adding the following as subsection (p):

                "(p) all right, title and interest of the Borrower in and to the
           Cash Collateral Account; and".

      5.  Trust  Agreement.  The amended Schedule I to the Trust Agreement
referenced below evidences a reduction of $195,000 in the Holder Commitments
(excluding the Flatley Commitment available for Holder Advances). Schedule I to
the Trust Agreement is amended by deleting it in its entirety and replacing it
with the following and the Holders executing this Amendment agree to the terms
of this Section 5:

                                  SCHEDULE I

                              HOLDER COMMITMENTS

          A. HOLDER COMMITMENTS EXCLUDING THE FLATLEY COMMITMENT
                       AVAILABLE FOR HOLDER ADVANCES

                                             Holder Commitment

       Name of Holder                       Amount      Percentage

       FIRST UNION NATIONAL BANK          $690,562.50   36.250000%
       301 South College Street
       Charlotte, North Carolina 28288
       Attn.: Matt MacIver
       Telephone: (704) 374-4187
       Facsimile: (704) 383-9144

       NATIONSBANK, N.A.                  $690,562.50   36.250000%
       Atlanta Plaza Building
       600 Peachtree Street, NE,
       17th Floor
       Atlanta, Georgia 30308
       Attn.:J. Walter Bland
       Telephone: (404) 607-5861
       Facsimile: (404) 607-6338

       AMSOUTH BANK                       $238,125.00   12.500000%
       SONAT - 7th Floor
       1900 Fifth Avenue, North
       Birmingham, Alabama 35203
       Attn.:  Ken DiFatta
       Telephone: (205) 801-0103
       Facsimile: (205) 326-4790

                                    Page 14
<PAGE>

       WACHOVIA BANK, N.A.                $142,875.00    7.500000%
       191 Peachtree Street, 30th Floor
       Atlanta, Georgia 30303
       Attn.:  Gary Gaskill
       Telephone: (404) 332-6519
       Facsimile: (404) 332-6920

       SCOTIABANC INC.                    $142,875.00    7.500000%
       600 Peachtree Street, Suite 2700
       Atlanta, Georgia 30308
       Attn.:  Carolyn Calloway
       Telephone: (404) 877-1507
       Facsimile: (404) 888-0998

       TOTAL                              $1,905,000. *100.000000%


----------------
*As such amounts and percentages may be reduced from time to time
 in accordance with the provisions of the Operative Agreements."


                B. HOLDER COMMITMENTS CONSTITUTING
       THE FLATLEY COMMITMENT AVAILABLE FOR HOLDER ADVANCES

                                           Holder Commitment

       Name of Holder                       Amount   Percentage

       First Union National Bank           $975,000  50.000000%
       301 South College Street
       Charlotte, North Carolina 28288
       Attn.:  Matt MacIver
       Telephone: (704) 374-4187
       Facsimile: (704) 383-9144

       NationsBank, N.A.                   $975,000  50.000000%
       Atlanta Plaza Building
       600 Peachtree  Street, NE,
       19th Floor
       Atlanta, Georgia 30308
       Attn.: J. Walter Bland
       Telephone: (404) 607-5861
       Facsimile: (404) 607-6338

       TOTAL                             $1,950,000 100.000000%

                                    Page 15
<PAGE>

  [The aggregate Holder Commitment (including without limitation the Flatley
   Commitment available for Holder Advances) equals $3,855,000.]

      6. Conditions Precedent. This Amendment shall be effective as of May 28,
1999 upon satisfaction of the following conditions:

           (a) execution of this Amendment by the Credit Parties, the Agent and
      the Majority Secured Parties;

           (b) receipt by the Agent of legal opinions of counsel to the Credit
      Parties relating to this Amendment and resolutions from the board of
      directors of each of the Credit Parties authorizing the provisions of this
      Amendment, in each case in form and substance reasonably satisfactory to
      the Agent;

           (c) receipt by the Agent of a waiver fee of twelve and one-half basis
      points (0.125%) on the Commitments (as such have been adjusted pursuant to
      this Amendment) such waiver fee is payable pro rata to the Lenders and
      Holders providing the Commitments; and

           (d) receipt by the Agent of an amendment fee of thirty-seven and one-
      half basis points (0.375%) on the Commitments (as such have been adjusted
      pursuant to this Amendment) payable pro rata to the Lenders and Holders
      providing the Commitments to the extent, but only to the extent, such
      Lender and Holders have executed this Amendment.

      7. Amendment to UCC Financing Statements. The Lessee shall cause each and
every UCC Financing Statement filed to be amended to include the Cash Collateral
Account as Collateral set forth in the UCC Financing Statements (unless the
Agent determines that any one or more such UCC Financing Statements does not
require such an amendment) and Lessee shall cause the amended UCC Financing
Statements to be filed in the appropriate jurisdiction by June 15, 1999.

                                    Page 16
<PAGE>

      8. Costs and Expenses. The Lessee agrees to pay all reasonable costs and
expenses of the Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of Moore & Van Allen, PLLC.

      9. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.

      10. Continued Effectiveness of Operative Agreements. Except as modified
hereby, all of the terms and conditions of the Operative Agreements shall remain
in full force and effect.

      11. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of North Carolina.





        [The remainder of this page has been intentionally left blank.]






                                    Page 17
<PAGE>



      IN WITNESS  WHEREOF,  each of the parties hereto has caused this Amendment
to be duly executed and delivered as of the date first above written.

CONSTRUCTION AGENT
AND LESSEE:                    CENTENNIAL HEALTHCARE CORPORATION,
                               as the Construction Agent and as
                                   the Lessee


                               By: /s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP




GUARANTORS:                    CENTENNIAL/ASHTON PROPERTIES
                               CORPORATION, a Georgia corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               CENTENNIAL HEALTHCARE PROPERTIES
                               CORPORATION, a Georgia corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               CENTENNIAL HEALTHCARE MANAGEMENT
                               CORPORATION, a Georgia corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               CENTENNIAL ACQUISITION CORPORATION,
                               a Georgia corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP



                               CENTENNIAL PROFESSIONAL THERAPY
                               SERVICES CORPORATION, a Georgia
                                   corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP

                                    Page 18
<PAGE>

                               CENTENNIAL HEALTHCARE INVESTMENT
                               CORPORATION, a Georgia corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               CENTENNIAL HEALTHCARE HOSPITAL
                               CORPORATION, a Georgia corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               TRANSITIONAL HEALTH SERVICES, INC.,
                               a Delaware corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               TRANSITIONAL FINANCIAL SERVICES,
                               INC.,
                               a Delaware corporation

                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               PARAGON REHABILITATION, INC., a
                               Delaware corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               THS PARTNERS I, INC., a Delaware
                               corporation

                                    Page 19
<PAGE>

                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               THS PARTNERS II, INC., a Delaware
                               corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               TRANSITIONAL HEALTH PARTNERS d/b/a
                               TRANSITIONAL HEALTH SERVICES, a
                               Delaware general partnership

                               By:  THS PARTNERS I, INC., its
                               general partner

                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP

                               By:  THS PARTNERS II, INC., its
                               general partner

                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP



                               PARKVIEW PARTNERSHIP, a Delaware
                               general partnership

                               By:  THS PARTNERS I, INC., its
                               general partner

                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP

                               By:  THS PARTNERS II, INC., its
                               general partner

                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP

                                    Page 20
<PAGE>

                               TOTAL CARE CONSOLIDATED, INC., a
                               North Carolina corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               TOTAL CARE, INC., a North Carolina
                               corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               TOTAL HEALTH CARE SERVICES, INC., a
                               North Carolina corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP



                               TOTAL CARE OF THE CAROLINAS, INC.,
                               a North Carolina corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


                               HCC HOME HEALTH OF LOUISIANA, INC.,
                               a Louisiana corporation


                               By:/s/Alan Dahl
                                      Name:Alan Dahl
                                     Title:EVP


OWNER TRUSTEE AND
LESSOR:                        FIRST SECURITY BANK, NATIONAL
                               ASSOCIATION, not individually,
                               except as expressly stated herein,
                               but solely as the Owner Trustee

                                    Page 21
<PAGE>

                               under the Centennial Real Estate
                               Trust 1998-1


                               By:/s/ Val T. Orton
                                      Name:Val T. Orton
                                     Title:V.P.



SYNDICATION AGENT:             FIRST UNION CAPITAL MARKETS, A
                               DIVISION OF WHEAT FIRST SECURITIES,
                               INC.,  as the Syndication Agent


                               By:/s/ Matt McIver
                                      Name:Matt McIver Jr.
                                     Title:V.P.



AGENT AND LENDERS:             NATIONSBANK, N.A., as an Agent and
                                   as a Lender


                               By:/s/ J. Walter Bland
                                      Name:J. Walter Bland
                                     Title:SR. V.P.




                               FIRST UNION NATIONAL BANK, as a
                                     Lender


                               By:/s/ Matt McIver
                                      Name:J. Matt McIver Jr.
                                     Title:V.P.


                               AMSOUTH BANK, as a Lender


                               By:/s/ J/ Ken Diafata
                                      Name:Asst. V.P.
                                     Title:



                               CREDIT LYONNAIS NEW YORK BRANCH, as
                                    a Lender

                                    Page 22
<PAGE>

                               By:/s/Martin Golden
                                      Name:Martin Golden
                                     Title:V.P.


                               COOPERATIVE CENTRALE
                               RAIFFEISEN-BOERENLEENBANK, B.A.
                               "RABOBANK NEDERLAND", NEW YORK
                               BRANCH, as a Lender


                               By:


                               COMERICA BANK, as a Lender


                               By:/s/ Craig Durno
                                      Name:Craig Durno
                                     Title:Asst. V.P.



                               NATIONAL  CITY BANK OF KENTUCKY,  as
                                    a Lender


                               By:/s/Roderic M. Brown
                                      Name:Roderic M. Brown
                                     Title:V.P.



                               WACHOVIA BANK, N.A., as a Lender


                               By:/s/ Gary Gaskill
                                      Name:Gary Gaskill
                                     Title:V.P.



                               SCOTIABANC INC., as a Lender


                               By:/s/ Carolyn A. Calloway
                                      Name:Carolyn A. Calloway
                                     Title:Relationship Manager

                                    Page 23
<PAGE>

HOLDERS:                       FIRST UNION NATIONAL BANK, as a
Holder


                               By:/s/ J. Matt McIver
                                      Name:J. Matt McIver
                                     Title:V.P



                               NATIONSBANK, N.A., as a Holder


                               By:/s/ J. Walter Bland
                                      Name:J. Walter Bland
                                     Title:Sr. V.P.




                               AMSOUTH BANK, as a Holder


                               By:/s/ J. Ken Diafata
                                      Name:J. Ken Diafata
                                     Title:Asst. V.P.



                                WACHOVIA BANK, N.A., as a Holder


                               By:/s/ Gary C. Gaskill
                                      Name:Gary C. Gaskill
                                     Title:V.P.



                               SCOTIABANC INC., as a Holder


                               By:/s/ Carolyn A. Calloway
                                      Name:Carolyn A. Calloway
                                     Title:Relationship Manager

                                    Page 24
<PAGE>

Receipt of the original counterpart of the foregoing Amendment is hereby
acknowledged on this ___ day of _____, 1999. 1

NATIONSBANK, N.A., as Agent


By:
Name:
Title:

                                    Page 25