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                                                                         EX-10.2

                       MANAGEMENT AND MARKETING AGREEMENT

      This agreement (the "Agreement") is made and entered into as of the 1st
day of January 1996, by and between Winter Haven Homes, Inc. ("Owner"), which
owns a retirement community known as Renaissance of Sanford, located at 300 West
Airport Road, Sanford, Florida (the "Facility"), and Capitol Care Management
Company, Inc., a Georgia corporation ("CCMC"). This Agreement shall take effect
on January 1, 1996, or on such other date as the parties agree in writing (the
"Effective Date@).

      In consideration of the mutual covenants, promises and conditions
contained herein, the parties hereby agree as follows:

      I. APPOINTMENT

      Owner hereby appoints CCMC as its exclusive agent and manager for the
marketing and management of the Facility during the term of this Agreement and
any extensions or renewals thereof.

      II. TERM; TERMINATION

            1. The term of this Agreement shall commence as of the Effective
Date and shall continue for a period of five (5) years. In addition, the Owner
shall have the option to renew this Agreement for additional terms of One (1)
year each. Such renewals shall be automatic unless Owner gives Manager written
notice of cancellation at least sixty (60) days prior to the expiration of the
then current contract term.

            2. Owner may terminate this Agreement upon giving CCMC sixty (60)
days written notice after the end of the third year of this Agreement. CCMC may
terminate this Agreement at any time by giving the Owner, sixty (60) days
written notice.

      III. COMPENSATION

            1. As compensation for the services to be performed by CCMC under
this Agreement CCMC shall receive a monthly marketing fee (the AMarketing Fee@)
of: $.00 and receive a monthly management fee (the "Management Fee") of:
$14,000.00, and receive a monthly accounting fee (the "Accounting Fee") of:
$1,000.00.

            2. In addition to the Marketing and Management Fee, the Manager
shall be entitled to reimbursement of all reasonable out-of-pocket expenses
incurred in connection with management of the Facility and documented in a
reasonable manner; provided, however, that any such expenses in excess of $250
shall require the Owner's prior approval. Expense reimbursements shall be due
and payable within 30 days of Management's submission of an invoice therefore.

            3. If any time during the term of this agreement Owner terminates as
Owner of facility this agreement shall terminate upon receipt of notice of
Owner's termination. 
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      IV. RESPONSIBILITIES OF CCMC

      As Exclusive Agent and Manager of the Facility, CCMC shall have the
authority to and shall operate, market and manage the Facility on behalf of and
as agent for the Owner, including, but not limited to the following:

            1. General Authority and Policies

                  a. Subject to Owner's prior approval, CCMC shall have the
authority to establish and change all resident rents, fees and other charges
with respect to the Facility.

                  b. CCMC is authorized to and shall establish and enforce
operating policies and procedures for the Facility with a view of promoting a
safe and comfortable residential environment consistent with maximizing the net
cash flow to Owner from the Facility. Such policies shall cover all aspects of
management including leasing, tenant relations, food service, public relations,
advertising, maintenance, social activities, accounting and regulatory
compliance.

                  c. CCMC is authorized to and shall, on the Owner's behalf,
take all action necessary in order to assure that such policies and procedures
are correctly followed.

                  d. CCMC is hereby granted exclusive authority by Owner to
advertise the availability of units in the Facility or any room, space, or
apartment thereon for rental and to display same; to execute, renew, mollify
and/or cancel leases for the Owner for any part of the Facility on such terms
and conditions as CCMC reasonably deems best and to collect on Owner's behalf,
rents and other income clue or to become due and given written acknowledgment of
payment. Subject to prior written approval of Owner, given at the direction of
the Owner, the Manager shall have the authority to terminate tenancies as
Owner's agent and to sign and serve in the name of Owner such direction and
shall have authority to institute and prosecute legal actions, evict tenants,
and settle, compromise and release such actions or suits or reinstate such
tenancies.

                  e. CCMC shall establish procedures for collection of rentals
and other income from the Facility and shall deposit all such amounts in the
operating account maintained by Manager for the benefit of Owner.

            2. Marketing

                  Manager's marketing responsibilities shall include:
identifying target markets; developing appropriate marketing strategies and
procedures; hiring, training and supervising qualified leasing counselors as
employees of Owner, and budgeting and cost control Subject to Owner's prior
approval, Manager shall have the authority as agent for Owner to retain the
services of marketing professionals to assist in the marketing of the 


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Facility. The costs incurred in retaining such professionals shall be included
in the proposed operational budget to be approved by Owner.

            3. Accounting

                  CCMC, on the effective date of this Agreement, shall have
implemented a system of accounting controls and procedures for timely monthly
reporting of all accounts, including an analysis versus budget. CCMC shall make
its accounting system available for review by Trustee. All costs associated with
the accounting for the Facility shall be at Owner's sole cost and expense.
Manager shall make all accounting records available to Owner's auditors upon
reasonable notice.

            4. Standard of Care

                  In performing its obligations under this Agreement, CCMC shall
act in good faith and with the prudence and care required of health
professionals situated in similar circumstances in this industry.
Notwithstanding any other provision contained herein, whether express or
implied, neither the Owner nor the Bondholders shall be responsible for any
claims, liabilities, or expenses arising from CCMC's negligence or willful
misconduct.
        
            5. Employees

                  Manager shall hire as employees of Owner and discharge,
maintain and supervise, to the extent the same are available in the community,
an adequate staff of employees at competitive wage and salary rates for the
various job classifications approved from time to time by Owner. Release of
employees shall be at the discretion of Manager. Manager shall recommend and
institute, subject to approval of Owner, appropriate employee benefits. Employee
benefits may include pension plans (where applicable), insurance benefits,
incentive plans for key employees and vacation policies.

      V. RESPONSIBILITIES OF OWNER

            Owner shall make itself or its designated representative available
to meet with Manager on a monthly basis to review the progress of the Facility
and approve or otherwise direct Manager's plans and strategies. Owner agrees
that it will review and evaluate all proposals within a reasonable time to
assure the uninterrupted operation of the property. Owner also agrees as
follows:

            1. Employment

                  Owner agrees and acknowledges that all Facility employees
shall be employees of Owner. Owner accepts hill responsibility for all costs and
expenses associated with employment of such employees. Owner agrees to pay, and
to indemnity and hold Manager harmless with respect to, all salary, benefits,
taxes and regulatory costs with respect to such employees, including, but not
limited to, payroll taxes, wages, worker's compensation


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insurance, unemployment insurance, health and benefit plan costs, salaries, any
extended benefits, and other charges or insurance provided to such employees or
levied or required by federal, state or local statutes related to the employment
of the Facility's employees.

            2. Indemnification

                  Owner agrees to indemnify and hold Manager harmless from and
against any and all liabilities, claims, laws, damages or actions arising out of
or relating to the Facility or the operation thereof, including without
limitation any liabilities arising out of violations of any antipollution or
environmental protection or remediation laws, the Occupational Safety and Health
Act of 1970, the Fair Labor Standards Act, as amended, Title VI of the Civil
Rights Act of 1964, as amended, the Age Discrimination in Employment Act of
1967, as amended, and any rules and regulations thereunder, except for any
liabilities, claims, laws, damages or actions arising directly out of (a) any
actions taken by Manager contrary to the express written instructions or
specific written policy of Owner relating to the operation of the Facility, or

            3. Designated Representatives of Owner

                  The name of the officer, agent or employee of Owner designated
by the Owner as Owner's representative for purposes of this Agreement are as
follows:

                  Christopher F. Brogdon, President
                  Retirement Care Associates, Inc.
                  6000 Lake Forrest Drive, Suite 200
                  Atlanta, Georgia 30328
                  (404) 255-7500 fax (404) 843-9677

                  Owner may change its designated representative(s) from time to
time by giving written notice to Manager. In any situation in which Owner is
required or permitted under the terms of this Agreement to take any action,
or to give any consent or approval, Manager shall be entitled to rely
conclusively upon the statement of any of such designated representative(s). In
the event Owner, through its designated representative(s) does not respond to a
request by Manager for approval or consent under this Agreement within 15
business days after receipt of such request, the request shall be deemed
approved. If any action is required in a shorter period of time in order to
comply with legal requirements or other emergency circumstances, Owner shall be
so notified and shall be required to respond within such shorter period of time.
Owner agrees that it will not unreasonably withhold or delay any approvals or
consents requested by Manager hereunder.

      VI. PROPRIETARY MATERIALS

            The Owner acknowledges that in managing the Facility under this
Agreement, the Manager will use certain proprietary materials which are the
exclusive property of the Manager, including computer software used for
accounting, marketing and food service functions, as well as marketing,


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accounting and food services operations manuals. The Owner understands that
these materials will remain the sole and exclusive property of the Manager and
that the Owner will not acquire any rights or license in such materials. Upon
expiration or termination of this Agreement for any reason, all such materials
in tangible form, including all copies, shall be returned to Manager, and all
such materials or copies stored by electronic means shall be purged or erased.

      VII. MISCELLANEOUS PROVISIONS

            The following provisions are an integral part of this Agreement.

            1. The Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the respective parties hereto. Either
party may assign this contract after obtaining the prior written consent of the
other party, which consent shall not be unreasonably withheld or delayed.

            2. The headings used in the Agreement are inserted for reference
purposes only and shall not be deemed to limit or affect the meaning or
interpretation of any of the terms or provisions of this Agreement.

            3. This Agreement constitutes the entire understanding and agreement
between the patties with respect to the subject matter hereof and supersedes all
prior agreements, representations or understandings between the parties relating
to such subject matter.

            4. The provisions of this Agreement are severable and should any
provision hereof be void, unenforceable, or invalid, such void, unenforceable or
invalid provision shall not affect any other portion or provision of this
Agreement.

            5. Any waiver by either party hereto or any breach of this Agreement
of any kind or character whatsoever by the other party, whether such waiver be
direct or implied, shall not be construed as a continuing waiver or as a consent
to any subsequent breach or waiver of this Agreement on the part of the other
party. 6. The several tights and remedies herein expressly reserved to each of
the parties shall be construed as cumulative; none of them shall be exclusive or
in lieu or Dictation of any other right, remedy, or priority allowed by law.

            7. This Agreement shall be interpreted, construed and enforced
according to the laws of the State of Georgia.

            8. This Agreement may not be modified except by an instrument in
writing signed by the party against whom enforcement is sought.

            9. In the event arty action or proceeding is brought by either party
against the other under this Agreement, the prevailing party shall be entitled
to recover reasonable attorney's fees such amounts as the courts may deem just.


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            10. Unless otherwise specified, all notices, demands and requests
required or permitted to be given hereunder shall be deemed duly given at the
time of delivery if delivered in person on the date of delivery if sent and
receipted for by Federal Express or other nationally recognized overnight
service, or three (3) business day=s following mailing if mailed by registered
or certified mail, return receipt requested, addressed to the following:

                  If to Owner, to:

                  Christopher F. Brogdon, President
                  Retirement Care Associates, Inc.
                  6000 Lake Forrest Drive, Suite 200
                  Atlanta, Georgia 30328

                  If to Manager, to:

                  Jeff Andrews, President
                  Retirement Management Company, Inc.
                  6000 Lake Forrest Drive, Suite 525
                  Atlanta, Georgia 30328

                  Either party shall have the right to specify in writing, in
the manner above provided other address to which subsequent notices to such
parties be given. Any notice given hereunder shall be deemed to have been given
as of the date delivered or mailed

            11. Nothing contained in this Agreement shall constitute or be
construed to be or to create a joint venture, partnership or lease between Owner
and Manager with respect to the Facility or any equity interest in the Facility
on the part of Manager. The relationship of Manager to Owner under this
Agreement is that of an independent contractor.

            12. Manager shall not, by entering into and performing this
Agreement or by managing the Facility, assume or become liable for any of the
existing or future obligations, liabilities or debts of the Facility or Owner.
Manager's sole liability to Owner hereunder will be for actual damages incurred
by Owner due to Manager's breach of the standard of care described in paragraph
V.9. Under no circumstances shall Manager be liable for any incidental,
consequential or special damages suffered by Owner for any reason whatsoever,
whether arising out of breach of contract, negligence, tort or otherwise.

            13. Neither party shall be deemed to be in violation of this
Agreement if it is prevented from performing any of its obligations hereunder
for any reason beyond its reasonable control, including without limitation, acts
of God or of the public enemy, flood or stone, fire or explosion, labor trouble
or statutes, regulations or rules of any federal, state or local government, or
any agency thereof.



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      IN WITNESS WHEREOF, the parties hereto have signed this agreement as of
the date first stated above.

CAPITOL CARE MANAGEMENT             WINTER HAVEN HOMES, INC.
 COMPANY, INC.

By: /s/ Darrell Tucker              By: /s/ Edward E. Lane
Its:    President                   Its:    President


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              ADDITIONAL MANAGEMENT & MARKETING AGREEMENTS OMITTED

      The Registrant has additional Management and Marketing Agreements with
affiliates substantially identical to the foregoing. The material details of
such agreements which differ are as follows:
<TABLE>
<CAPTION>

                                                          Monthly Fees
                                                  ----------------------------
   Name of                              Date of   Manage-
   Facility         Location   Owner*  Agreement   ment   Marketing Accounting
---------------    ----------- ------  ---------  ------- --------- ----------
<S>                <C>         <C>     <C>        <C>     <C>       <C>

Summer=s Landing   Lynn Haven,   NAB   12/10/96   $ 1,000    -0-      $1,000
- Lynn Haven       FL

Summer=s Landing   Vidalia, GA   SCI   12/10/93   $ 1,000    -0-      $1,000
- Vidalia

---------------
</TABLE>

*     The names of the owners are abbreviated as follows: National Assistance
Bureau, Inc. - NAB; Southeastern Collages, Inc. - SCI


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