Exhibit 10.131

PROMISSORY NOTE

$

December 31, 2001



FOR VALUE RECEIVED, the undersigned,
			Alterra Healthcare
				Corporation
			, a Delaware Corporation ("
			Borrower
			"), hereby promises and
			agrees to pay to the order of Manor Care, Inc., a Delaware corporation
			(hereinafter referred to as "Lender," which term shall mean the
			holder at any
			particular time of this Note), the original principal sum of
			_________ Dollars ($__________), or so much
			thereof as may be outstanding from time to time, together with interest as
			hereinafter provided. This Note is one of several Promissory Notes
			(collectively, the "Senior Notes") dated the date hereof and
			originally issued
			by Borrower pursuant to Section 4 of that certain Settlement Agreement and
			Mutual Release dated as of December 31, 2001, between Borrower, Manor Care,
			Inc., and certain of their respective affiliates.



From the date hereof until this Note is paid
			in full, all
			principal and all accrued and unpaid interest hereunder, compounded
			semi-annually as of each July 1 and January 1, shall bear interest at the rate
			of nine percent (9.0%) per annum (the "Interest Rate"), except that
			upon the
			occurrence and during the continuance of an Event of Default (as hereinafter
			defined), such amounts shall bear interest at the rate of eleven percent (11.0%)
			per annum, compounded semi-annually as of each July 1 and January 1 (the
			"Default Rate").



Subject to any earlier acceleration of this Note, interest
			accrued during the first year after the date hereof ("First Year Accrued
			Interest") shall not be payable until the Maturity Date. Commencing on the
			date
			which is eighteen (18) months after the date hereof, and thereafter on each June
			30, and December 31, until the Maturity Date, Borrower shall pay to Lender all
			accrued but unpaid interest hereunder (other than the First Year Accrued
			Interest). On December 31, 2006 (the "Maturity Date"), Borrower shall
			pay to
			Lender all principal and accrued and unpaid interest hereunder (including the
			First Year Accrued Interest).



Interest shall be computed based on the premise that a year
			contains twelve (12) thirty (30) day months and 360 days. Interest for a
			partial month shall be charged on the actual number of days elapsed.



The principal and interest on this Note shall be payable in
			immediately available funds in lawful money of the United States which shall be
			legal tender for public and private debts at the time of payment. Any payment by
			other than immediately available funds, which Lender, at its option, elects to
			accept, shall be subject to collection, and interest shall continue to accrue
			until the funds by which payment is made are available to Lender for its
			use.



All payments hereunder shall be payable to the order of
			original Lender in accordance with the Wiring Instructions on
			Exhibit A attached hereto and incorporated herein, or at such place, in
			such manner, and to such person as shall be designated in writing from time to
			time by Lender or, with respect to any subsequent holder of this Note, at such
			place as is designated in the instrument of assignment of this Note to such
			holder or as otherwise designated by such holder in writing to this Borrower.
			All payments shall be applied first to expenses and fees, then to interest and
			then to principal.



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This Note may be prepaid in whole or in part at any time
			without penalty upon no less than five (5) days prior written notice. Partial
			prepayments shall be applied to principal and shall not postpone the due date of
			any subsequent payments unless Lender shall otherwise agree in writing.



If any payment of principal and/or interest is not paid within
			five (5) days after its due date, Borrower agrees to pay to Lender as a
			late charge, and in addition to the amount of such payment, a sum equal to five
			percent (5%) of the amount of such delinquent payment.



Borrower promises to pay all costs incurred by Lender in
			connection with the enforcement of any provision of this Note or any amendment,
			waiver, modification or supplement hereto, or in the protection of, realization
			upon, or collection of this Note, or for the enforcement of any guaranty hereof,
			regardless of whether suit is filed hereon. Such costs shall include, but not be
			limited to, the reasonable fees and expenses of its outside counsel and, in the
			case of salaried counsel employed by the Lender, the cost (as reasonably
			determined by the Lender) of the services of such counsel calculated on an
			hourly basis.



In no event shall the amount of interest due or payable
			hereunder exceed the maximum amount of interest allowed by applicable law or
			otherwise violate applicable law, and in the event any payment is made which
			exceeds such maximum lawful amount, then the amount of such excess sum shall be
			credited as a payment of principal. It is the express intent hereof that
			Borrower shall not pay and Lender shall not receive, directly or indirectly,
			interest in excess of what may lawfully be paid by Borrower under applicable
			law.



Borrower hereby represents and warrants that the execution and
			delivery of this Note does not violate any of the terms and provisions of the
			organizational documents of Borrower, or of any agreement, judgment, decree, or
			other instrument to which Borrower is a party, by which Borrower is bound, or
			which binds any of Borrower's assets.



This Note shall be unsecured, but Lender's priority under this
			Note shall be not less than
			pari passu
			with the priority of any other
			unsecured creditor of Borrower, including, without limitation, any holder of
			partially secured debt of Borrower as to the portion of such debt which is
			unsecured (i.e., said portion thereof as would remain unpaid after the security
			therefor has been fully applied and exhausted (such as a deficiency
			judgment)).



Any of the following shall constitute an "Event of Default"
			hereunder: (a) Borrower's failure to pay any amount due as herein agreed
			within five (5) days after its due date; (b) the dissolution or
			termination of existence of Borrower; (c) if any representation and
			warranty of Borrower contained herein shall have been untrue when made; (d) the
			occurence of any of the following events: (i) Borrower makes a general
			assignment or general arrangement for the benefit of creditors, (ii) a
			petition for adjudication of bankruptcy or for reorganization or rearrangement
			is filed by Borrower, (iii) a petition for adjudication of bankruptcy or
			for reorganization or rearrangement is filed against Borrower and is not
			dismissed within 90 days, (iv) a trustee or receiver is appointed to take
			possession of substantially all of Borrower's assets and possession is not
			restored to Borrower within 60 days, or (v) substantially all of Borrower's
			assets are subjected to attachment, execution or other judicial seizure which is
			not discharged within 60 days; or (e) default by Borrower in payment of amounts
			due Lender under any other notes held by Lender and originally issued by
			Borrower pursuant to or in connection with that certain Settlement Agreement,
			Mutual Release and Assignment dated as of December 31, 2001, between Borrower,
			Manor Care, Inc., Health Care and Retirement Corporation of America, HCR/Alterra
			Development, LLC, Margolick Financial Group LP, certain Delaware limited
			partnerships and limited partners thereof. Upon the occurrence of any Event of
			Default, the entire unpaid balance of this Note or any extension or renewal
			thereof shall, at the option of the Lender, become immediately due and payable
			without notice or demand.



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Upon the occurrence and during the continuance of an Event of
			Default, the Lender is hereby authorized at any time and from time to time, to
			the fullest extent permitted by law, to set-off and apply any and all
			indebtedness at any time owing by the Lender or any direct or indirect
			subsidiary of the Lender to or for the credit of the account of the Borrower
			against any and all of the obligations of the Borrower now or hereafter existing
			under this Note or otherwise irrespective of whether the Lender shall have made
			any demand under this Note and although such obligations may be unmatured. The
			Lender agrees promptly to notify the Borrower after any such set-off and
			application,
			provided
			, that, the failure to give such notice shall not
			affect the validity of such set-off and application. Although the Lender may in
			its discretion take any act to confirm, indicate, or otherwise evidence a
			set-off, such act shall not be deemed to be necessary for an effective set-off.
			The rights of the Lender under this paragraph are in addition to other rights
			and remedies (including, without limitation, other rights of set-off), which the
			Lender may have.



Except as otherwise expressly set forth herein, the Borrower
			and all endorsers, guarantors, and sureties of this Note (collectively the
			"Obligors") severally (a) waive all applicable exemption rights,
			whether
			under the laws of Delaware or otherwise, and also waive demand, presentment for
			payment, notice of nonpayment, protest, notice of protest, notice of
			acceleration, and diligence in collecting this Note, (b) agree to the
			release of any party primarily or secondarily liable hereon and agree that it
			will not be necessary for any holder hereof, in order to enforce payment of this
			Note by any party, to first institute suit against any other Obligor, and
			(c) consent to any one or more extensions or postponements of time of
			payment of this Note on any terms or any other indulgences with respect thereto.
			THE PLEADING OF ANY STATUTE OF LIMITATIONS AS A DEFENSE TO ANY DEMAND AGAINST
			THE BORROWER OR THE OBLIGORS IS HEREBY EXPRESSLY WAIVED. Any acknowledgment,
			waiver, new promise, payment of principal or interest or otherwise by any
			Obligor, with respect to the Obligations hereunder, shall be deemed to be made
			as agent of each other Obligor for the purposes hereof, and shall, if the
			statute of limitations in favor of any Obligor against the Lender shall have
			commenced to run, toll the running of such statute of limitations, and if such
			statute of limitations shall have expired, prevent the operation of such
			statute.



This Note is deemed to be a contract under the laws of Delaware
			(except for the conflict of law provisions thereof) and shall be governed by,
			and construed in accordance with, the laws of such jurisdiction. Wherever
			possible each provision of this Note shall be interpreted in such manner as to
			be effective and valid under applicable law, but if any provision of this Note
			shall be prohibited by or invalid under such law, such provision shall be
			ineffective to the extent of such prohibition or invalidity, without
			invalidating the remainder of such provision or the remaining provisions of this
			Note. If any action arising out of this Note is commenced in state or Federal
			court located in Delaware, each Party signatory hereto hereby consents to the
			jurisdiction of any such court in any such action and to the laying of venue in
			Delaware. Any process in such action shall be duly served if mailed by
			registered mail, postage prepaid, to the Borrower at its address given herein or
			its last known business address, or if otherwise served in accordance with law.
			Any other notice or demand hereunder may be made by hand delivery or certified
			or registered mail, return receipt requested, to such address, with the same
			effect as if delivered in person.



[Signature(s) on next page.]

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IN WITNESS WHEREOF, the undersigned, with
			full power and
			authority to do so, intending that this Note shall constitute an instrument
			under seal, has caused these presents to be executed, delivered, and sealed on
			the day and year first above written.

|WITNESS:             | BORROWER:                                                                                                                                                                                                              
|-------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|/s/ Kristin A. Ferge | Alterra Healthcare Corporation
							
							,
							
							a Delaware Corporation
							By:
							/s/ Mark W. Ohlendorf
													Name:
							Mark W. Ohlendorf
													Title:
							Sr. Vice President







ALLONGE



To PROMISSORY NOTE of Alterra Healthcare Corporation, a Delaware corporation,
			dated December 31, 2001, issued under that certain Settlement Agreement and
			Mutual Release, dated as of December 31, 2001, between Alterra Healthcare
			Corporation, a Delaware corporation, Manor Care, Inc., a Delaware corporation,
			and certain of their respective affiliates, from Manor Care, Inc.

PAY TO THE ORDER OF _________________________________, c/o The Margolick
			Financial Group, 32255 Northwestern Hwy., Suite 290, Farmington Hills MI 48334,
			without representation, warranty or recourse.

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MANOR CARE, INC.





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SCHEDULE OF NOTEHOLDERS



|NOTEHOLDER                             | AMOUNT    
|-------------------------------------- | ----------
|Arbor Investments Property Trust       | 524,915.98
|Alice Berlin Revocable Trust           | 174,971.99
|Ann Berman-Feld                        | 44,219.01 
|Jonathon S. Berman                     | 65,810.54 
|Madeleine H. Berman Property Trust     | 42,287.36 
|Mandell L. Berman L. Property Trust    | 59,784.56 
|Jerome S. Bookstein Trust              | 43,743.00 
|Miles E. Brasch                        | 87,486.00 
|Harold Brode Revocable Trust           | 143,225.00
|Mark Brode                             | 34,994.40 
|Seymour Brode Trust                    | 87,486.00 
|Harry Burnett and Sallie Charles       | 34,994.40 
|Delray Investors, LLC                  | 34,994.40 
|Dorrell Group, LLC                     | 244,960.79
|Irwin and Judith Elson JTWROS          | 174,971.99
|GFC Profit Sharing Plan & Trust        | 87,486.00 
|Herbert N. Glass Trust                 | 17,497.20 
|Ed Goldberg Family Trust               | 384,938.39
|Louis Gordon Trust                     | 87,486.00 
|Stephen Grand Property Trust           | 87,486.00 
|Gregory R. and Susan G. Greenfield     | 34,994.40 
|Michael Gutt                           | 34,994.40 
|David Guz Trust                        | 34,994.40 
|David Handleman                        | 43,743.00 
|Paul Harris                            | 52,652.66 
|Stuart Harris                          | 52,113.51 
|Robert Herdoiza                        | 87,486.00 
|Mark Hutton Trust                      | 89,704.62 
|Stephen B. Hutton                      | 17,497.20 
|Simon S. Indianer Trust                | 34,994.40 
|Wayne Jones                            | 87,486.00 
|Gerald Katz                            | 69,988.80 
|Klein Properties                       | 52,491.60 
|Harley Kripke                          | 174,971.99
|Howard J. Leshman Revocable Trust      | 34,994.40 
|H. Barry Levine Trust                  | 85,673.44 
|Michael Maddin Revocable Living Trust  | 87,486.00 
|New Wellington Investors, LLC          | 87,486.00 
|Arthur S. Nusbaum Revocable Trust      | 34,994.40 
|Irving Nusbaum Trust                   | 104,983.20
|Robert S. Nusbaum Trust                | 34,994.40 
|Ronald S. Plaine Trust                 | 15,999.59 
|Jack Jay Pomeroy Revocable Trust       | 34,994.40 
|Keith Pomeroy Revocable Trust          | 192,469.19
|Emanuel Ravet Revocable Trust          | 87,486.00 
|Jay Richman Revocable Living Trust     | 34,994.40 
|Pamela Rider                           | 34,994.40 
|Joseph C. and Susan A. Roebuck         | 104,983.20
|Marvin Rubin Trust                     | 31,173.05 
|Sandra Rubin Trust                     | 31,173.05 
|Brenda Saperstein                      | 12,380.90 
|Merton and Beverly Segal JTWROS        | 69,988.80 
|Joel H. Shapiro                        | 198,936.03
|Robert S. Sher Trust                   | 43,743.00 
|Irving S. Stahl Revocable Living Trust | 34,994.40 
|Daniel Stewart Trust                   | 87,486.00 
|Richard P. Sutkin Trust                | 17,497.20 
|Terry and Darlene Taylor               | 34,994.40 
|Alexander Topelson                     | 26,245.80 
|Jorge F. Topelson                      | 26,245.80 
|Robert Vidal Trust                     | 59,259.39 
|Eliot M. and Ilene Wolf                | 17,497.20