Exhibit 10.132



SUBORDINATED PROMISSORY NOTE

$
			
			December 31, 2001



FOR VALUE RECEIVED, the undersigned,
			Alterra Healthcare
				Corporation
			, a Delaware Corporation (the
			"Company"
			 or
			"
			Maker
			"), hereby promises and agrees to pay to the order of
			____________________________________________ (hereinafter referred to as
			"Payee," 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 Subordinated Promissory Notes (collectively, the "Subordinated
			Notes")
			dated the date hereof and issued by Maker pursuant to Section 5 of that certain
			Settlement Agreement, Mutual Release and Assignment dated as of December 31,
			2001, between Maker, Manor Care, Inc., Health Care and Retirement Corporation of
			America, HCR/Alterra Development, LLC, Margolick Financial Group LP, certain
			Delaware limited partnerships and the limited partners thereof, including the
			original Payee hereof (the "Settlement Agreement").
			THIS NOTE AND THE OTHER
				SUBORDINATED NOTES ARE SUBORDINATED AND JUNIOR IN RANKING TO CERTAIN OTHER
				INDEBTEDNESS OF THE COMPANY IN THE MANNER SET FORTH HEREIN.



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 two years after the date hereof ("First Two Years
			Accrued Interest") shall not be payable until the Maturity Date.
			Commencing on
			the date which is thirty (30) months after the date hereof, and thereafter on
			each June 30, and December 31, until the Maturity Date, Maker shall pay to Payee
			all accrued but unpaid interest hereunder (other than the First Two Years
			Accrued Interest). On December 31, 2008 (the "Maturity Date"),
			Maker shall
			pay to Payee all principal and accrued and unpaid interest hereunder (including
			the First Two Years 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 Payee, 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 Payee for its use.



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All payments hereunder shall be payable to the order of Payee
			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 Payee. All
			payments shall be applied first to expenses and fees, then to interest and then
			to principal.



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 Payee shall otherwise agree in writing.



If any payment of principal and/or interest is not paid within
			five (5) days after its due date, Maker agrees to pay to Payee 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.



Maker promises to pay all costs incurred by Payee 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 Payee, the cost (as reasonably
			determined by the Payee) 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 Maker
			shall not pay and Payee shall not receive, directly or indirectly, interest in
			excess of what may lawfully be paid by Maker under applicable law.



Maker 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 Maker, or of any agreement, judgment, decree, or
			other instrument to which Maker is a party, by which Maker is bound, or which
			binds any of Maker's assets.



Any of the following shall constitute an "Event of Default"
			hereunder: (a) Maker'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 Maker; (c) if any representation and warranty
			of Maker contained herein shall have been untrue when made; (d) the occurrence
			of any of the following events: (i) Maker 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
			Maker, (iii) a petition for adjudication of bankruptcy or for
			reorganization or rearrangement is filed against Maker and is not dismissed
			within 90 days, (iv) a trustee or receiver is appointed to take possession
			of substantially all of Maker's assets and possession is not restored to Maker
			within 60 days, or (v) substantially all of Maker's assets are subjected to
			attachment, execution or other judicial seizure which is not discharged within
			60 days or (e) default by Maker in payment of amounts due Payee under any other
			notes held by Payee and originally issued by Maker pursuant to or in connection
			with the Settlement Agreement. 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 Payee, 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 Payee 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 Payee or any direct or indirect subsidiary
			of the Payee to or for the credit of the account of the Maker against any and
			all of the obligations of the Maker now or hereafter existing under this Note or
			otherwise irrespective of whether the Payee shall have made any demand under
			this Note and although such obligations may be unmatured. The Payee agrees
			promptly to notify the Maker 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 Payee 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 Payee under this paragraph are in addition to other rights and
			remedies (including, without limitation, other rights of set-off), which the
			Payee may have.



Except as otherwise expressly set forth herein, the Maker 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 MAKER 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 Payee 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.



Subordination and Ranking
			. This Note shall rank (i)
			subordinate to the Company's Senior Indebtedness (hereinafter defined) to the
			extent and in the manner provided herein and (ii) 
			pari passu
			 to the
			other Subordinated Notes.



The Company agrees, and each holder of this Note by such
			holder's acceptance hereof likewise agrees, that the payment of the principal
			of, premium, if any, and interest on the Note (all of the foregoing, a
			"Payment
			or Distribution") is subordinated and junior in right of payment, to the
			extent
			and in the manner provided herein, to the prior payment in full in cash of all
			Senior Indebtedness whether outstanding on the date hereof or hereafter created,
			incurred, assumed or guaranteed. A Payment or Distribution shall include any
			asset of any kind or character, and may consist of cash, securities or other
			property, by set-off or otherwise, and shall include, without limitation, any
			purchase, redemption or other acquisition of the Note.



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The Senior Indebtedness of the Company shall continue to be
			Senior Indebtedness and entitled to the benefit of these subordination
			provisions irrespective of any amendment, modification or waiver of any term of
			any instrument relating to refinancing of the Senior Indebtedness. No right of
			any holder of any Senior Indebtedness to enforce subordination as herein
			provided shall at any time or in any way be affected or impaired by any failure
			to act on the part of the Company, the holders of the Subordinated Notes, or the
			holders of the Senior Indebtedness, or by any noncompliance by the Company, or
			the holders of the Subordinated Notes with any of the terms, provisions and
			covenants of the Subordinated Notes, regardless of any knowledge thereof that
			any such holder of Senior Indebtedness may have or be otherwise charged
			with.



No Payment or Distribution shall be made by the Company on
			account of principal of, premium, if any, or interest on the Note, whether upon
			stated maturity, upon redemption or acceleration, or otherwise, or on account of
			the purchase or other acquisition of the Note, whether upon stated maturity,
			upon redemption or acceleration, or otherwise, if there shall have occurred and
			be continuing a default with respect to any Senior Indebtedness permitting the
			acceleration thereof or with respect to the payment of any Senior Indebtedness
			and (a) such default is the subject of a judicial proceeding or (b) written
			notice of such default has been given to the Company by any holder or holders of
			any Senior Indebtedness, unless and until such default or event of default shall
			have been cured or waived or shall have ceased to exist. As of the date of
			issuance of the Subordinated Notes, such defaults are in existence and have not
			been cured or waived.



Upon any acceleration of the principal of any of the Note or
			any payment by the Company or distribution of assets of the Company of any kind
			or character, whether in cash, property or securities, to creditors upon any
			dissolution or winding up or liquidation or reorganization of the Company,
			whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or
			other proceedings, all amounts due or to become due upon all Senior Indebtedness
			shall first be paid in full in cash, or payment thereof provided for to the
			satisfaction of the holders thereof, before any Payment or Distribution is made
			on account of the principal of (and premium, if any) or interest on the Note;
			and (subject to the power of a court of competent jurisdiction to make other
			equitable provision, which shall have been determined by such court to give
			effect to the rights conferred in this Note upon the Senior Indebtedness and the
			holder hereof with respect to the Note, by a lawful plan of reorganization or
			readjustment under applicable law) upon any such dissolution or winding up or
			liquidation or reorganization, any Payment or Distribution by the Company or
			distribution of assets of the Company of any kind or character, whether in cash,
			property or securities (other than securities of the Company as reorganized or
			readjusted or securities of the Company or any other company, trust or
			corporation provided for by a plan of reorganization or readjustment, the
			payment of which is junior or otherwise subordinate, at least to the extent
			provided in this Note with respect to the Note to the payment of all Senior
			Indebtedness at the time outstanding and to the payment of all securities issued
			in exchange therefor to the holders of the Senior Indebtedness at the time
			outstanding, and the rights of the holders of Senior Indebtedness of the Company
			are not altered by such plan of reorganization or readjustment), to which the
			holder of the Note would be entitled except for the subordination provisions of
			this Note, shall be paid by the Company or by any receiver, trustee in
			bankruptcy, liquidating trustee, agent or other person making such Payment or
			Distribution directly to the holders of Senior Indebtedness of the Company or
			their representative or representatives, or to the trustee or trustees under any
			indenture pursuant to which any instruments evidencing any Senior Indebtedness
			may have been issued, as their respective interests may appear, to the extent
			necessary to pay all Senior Indebtedness in full in cash, after giving effect to
			any concurrent payment or distribution to or for the holders of Senior
			Indebtedness, before any Payment or Distribution is made to the holder of the
			Note.



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In the event that, notwithstanding the foregoing, any Payment
			or Distribution by the Company of any kind or character, (whether such payment
			shall be in cash, property or securities) which is prohibited by the foregoing,
			shall have been made to the holder of the Note before all Senior Indebtedness is
			paid in full in cash, or provision is made for such payment to the satisfaction
			of the holders thereof, and if such fact shall have been made known to such
			holder, then and in such event such Payment or Distribution shall be paid over
			by such holder or delivered to the holders of Senior Indebtedness or their
			representative or representatives, or to the trustee or trustees under any
			indenture pursuant to which any instruments evidencing any Senior Indebtedness
			may have been issued, as their respective interests may appear, for application
			to the payment of all Senior Indebtedness remaining unpaid to the extent
			necessary to pay all Senior Indebtedness in full in cash, after giving effect to
			any concurrent Payment or Distribution to or for the holders of such Senior
			Indebtedness, and, until so delivered, the same shall be held in trust by any
			holder of the Note as the property of the holders of Senior Indebtedness.



The holders of Senior Indebtedness may, at any time and from
			time to time, without the consent of or notice to the holders of the
			Subordinated Notes, without incurring responsibility to the holders of the
			Subordinated Notes and without impairing or releasing the obligations of the
			holders of the Subordinated Notes to the holders of Senior Indebtedness: (i)
			change the manner, place or terms of payment or change or extend the time of
			payment of, or renew or alter, Senior Indebtedness, or otherwise amend in any
			manner Senior Indebtedness or any instrument evidencing the same or any
			agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange,
			release or otherwise deal with any property pledged, mortgaged or otherwise
			securing Senior Indebtedness; (iii) release any person liable in any manner for
			the collection of Senior Indebtedness; (iv) apply any amounts received to any
			liability of the Company owing to holders of Senior Indebtedness; and/or (v)
			exercise or refrain from exercising any rights against the Company and any other
			person.



Subrogation of Notes
			. Subject to the payment in full in
			cash of all amounts then due (whether by acceleration of the maturity thereof or
			otherwise) on account of all Senior Indebtedness at the time outstanding, the
			holders of the Subordinated Notes shall be subrogated to the rights of the
			holders of Senior Indebtedness to receive Payments or Distributions of cash,
			property or securities of the Company applicable to the Senior Indebtedness
			until the principal of, premium, if any, and interest on the Subordinated Notes
			shall be paid in full; and, for the purposes of such subrogation, no Payments or
			Distributions to the holders of Senior Indebtedness to which the holders of the
			Subordinated Notes would be entitled except for the subordination provisions of
			the Subordinated Notes, and no payments over pursuant to the subordination
			provisions of the Subordinated Notes to the holders of Senior Indebtedness by
			holders of the Subordinated Notes, shall, as between the Company, the Company's
			creditors other than holders of Senior Indebtedness, and the holders of the
			Subordinated Notes, be deemed to be a payment by the Company to or on account of
			the Senior Indebtedness. It is understood that the subordination provisions of
			this Note are and are intended solely for the purpose of defining the relative
			rights of the holder of the Note, on the one hand, and the holders of Senior
			Indebtedness, on the other hand.



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Nothing contained in this Note is intended to or shall impair,
			as among the Company, its creditors other than the holders of Senior
			Indebtedness, and the holder of the Note, the obligation of the Company, which
			is absolute and unconditional, to pay to the holder of the Note the principal
			of, premium, if any, and interest on the Note as and when the same shall become
			due and payable in accordance with its terms, or is intended to or shall affect
			the relative rights of the holder of the Note and creditors of the Company other
			than the holders of Senior Indebtedness, nor shall anything herein or therein
			prevent the holder of the Note from exercising all remedies otherwise permitted
			by applicable law upon default under this Note, subject to the rights, if any,
			pursuant to this Note of the holders of Senior Indebtedness in respect of cash,
			property or securities of the Company received upon the exercise of any such
			remedy.



For purposes of the provisions of this Note, the following
			terms shall have the meaning set forth below:



"
			Convertible Indebtedness
			" means the principal, premium,
			if any, and interest on the Company's Series A, Series B and Series C 9.75%
			Convertible Pay-In-Kind Debentures due 2007, the Company's 5.25% Convertible
			Subordinated Debentures due 2002, the Company's 7% Convertible Subordinated
			Debentures due 2004, and the Company's 6.75% Convertible Subordinated Debentures
			due 2006.

"Indebtedness"
			
			as applied to any person, means, without
			duplication: (i) all indebtedness for borrowed money whether or not evidenced by
			a promissory note, draft or similar instrument; (ii) that portion of obligations
			with respect to any lease that is properly classified as a liability on a
			balance sheet in accordance with generally accepted accounting principles; (iii)
			notes payable and drafts accepted representing extensions of credit; (iv) any
			balance owed for all or any part of the deferred purchase price of property or
			services, which purchase price is due more than six months from the date of
			incurrence of the obligation in respect thereof (except any such balance that
			constitutes (a) a trade payable or an accrued liability arising in the ordinary
			course of business or (b) a trade draft or note payable issued in the ordinary
			course of business in connection with the purchase of goods or services), if and
			to the extent such debt would appear as a liability upon a balance sheet of such
			person prepared in accordance with generally accepted accounting principles; (v)
			any debt of others described in the preceding clauses (i) through (iv) which
			such person has guaranteed or for which it is otherwise liable; and (vi) any
			deferral, amendment, renewal, extension, supplement or refunding of any of the
			foregoing indebtedness;
			provided
			,
			however
			, that, in computing the
			"Indebtedness" of any person, there shall be excluded any particular
			indebtedness if, upon or prior to the maturity thereof and at the time of
			determination of such indebtedness, there shall have been deposited with a
			depository in trust money (or evidences of indebtedness if permitted by the
			instrument creating such indebtedness) in the necessary amount to pay, redeem or
			satisfy such indebtedness as it becomes due, and the amount so deposited shall
			not be included in any computation of the assets of such person.

"
			Senior Indebtedness
			" means the principal, premium, if
			any, and unpaid interest (including interest accruing on or after the filing of
			any petition in bankruptcy or for reorganization relating to the Company whether
			or not a claim for post-filing interest is allowed in such proceeding), fees,
			charges, expenses, reimbursement and indemnification obligations, and all other
			amounts payable under or in respect of Indebtedness of the Company, whether any
			such Indebtedness exists as of the date of this Note or shall hereafter be
			created, incurred, assumed or guaranteed, as may be amended from time to time
			and any renewals, extensions, refundings, amendments and modifications of any
			such indebtedness or obligations or of the instruments creating or evidencing
			such indebtedness or obligations or guarantees, including, without limitation,
			the Convertible Indebtedness;
			provided
			,
			however
			, that Senior
			Indebtedness shall not include (A) Indebtedness owed to a Subsidiary, or, (B)
			Indebtedness of the Company which is expressly
			pari passu
			 (such as other
			Subordinated Notes) or expressly subordinated to this Note.

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"
			Subsidiary
			" means with respect to any person, (i) any
			corporation, association or other business entity of which more than 50% of the
			total voting power of shares of capital stock entitled (without regard to the
			occurrence of any contingency) to vote in the election of directors, managers or
			trustees thereof is at the time owned or controlled, directly or indirectly, by
			such person or one or more Subsidiaries of such person (or a combination
			thereof) and (ii) any partnership (a) the sole general partner or managing
			general partner of which is such person or a Subsidiary of such person or (b)
			the only general partners of which are such person or one or more Subsidiaries
			of such person (or any combination thereof).

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 Maker 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:



/s/ Mark W. Ohlendorf | MAKER:
Alterra Healthcare Corporation ,
A Delaware Corporation

By: /s/ Steven VickName: Steven VickTitle: President and COO
|--------------------------------- | ----------------------------------------------------------------------------------------------------------------------------

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SCHEDULE OF NOTEHOLDERS



|AMOUNT                                
|--------------------------------------
|Arbor Investments Property Trust      
|Alice Berlin Revocable Trust          
|Ann Berman-Feld                       
|Jonathon S. Berman                    
|Madeleine H. Berman Property Trust    
|Mandell L. Berman L. Property Trust   
|Jerome S. Bookstein Trust             
|Miles E. Brasch                       
|Harold Brode Revocable Trust          
|Mark Brode                            
|Seymour Brode Trust                   
|Harry Burnett and Sallie Charles      
|Delray Investors, LLC                 
|Dorrell Group, LLC                    
|Irwin and Judith Elson JTWROS         
|GFC Profit Sharing Plan & Trust       
|Herbert N. Glass Trust                
|Ed Goldberg Family Trust              
|Louis Gordon Trust                    
|Stephen Grand Property Trust          
|Gregory R. and Susan G. Greenfield    
|Michael Gutt                          
|David Guz Trust                       
|David Handleman                       
|Paul Harris                           
|Stuart Harris                         
|Robert Herdoiza                       
|Mark Hutton Trust                     
|Stephen B. Hutton                     
|Simon S. Indianer Trust               
|Wayne Jones                           
|Gerald Katz                           
|Klein Properties                      
|Harley Kripke                         
|Howard J. Leshman Revocable Trust     
|H. Barry Levine Trust                 
|Michael Maddin Revocable Living Trust 
|New Wellington Investors, LLC         
|Arthur S. Nusbaum Revocable Trust     
|Irving Nusbaum Trust                  
|Robert S. Nusbaum Trust               
|Ronald S. Plaine Trust                
|Jack Jay Pomeroy Revocable Trust      
|Keith Pomeroy Revocable Trust         
|Emanuel Ravet Revocable Trust         
|Jay Richman Revocable Living Trust    
|Pamela Rider                          
|Joseph C. and Susan A. Roebuck        
|Marvin Rubin Trust                    
|Sandra Rubin Trust                    
|Brenda Saperstein                     
|Merton and Beverly Segal JTWROS       
|Joel H. Shapiro                       
|Robert S. Sher Trust                  
|Irving S. Stahl Revocable Living Trust
|Daniel Stewart Trust                  
|Richard P. Sutkin Trust               
|Terry and Darlene Taylor              
|Alexander Topelson                    
|Jorge F. Topelson                     
|Robert Vidal Trust                    
|Eliot M. and Ilene Wolf