<PAGE>
NUMBER                                                          AMOUNT
       ---------                                                       ---------

                                                        CUSIP NUMBER  56845X AA6


                            MARINER HEALTH CARE, INC.

                     SECOND PRIORITY SECURED NOTES DUE 2009

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN PART OR IN WHOLE PRIOR TO
MATURITY AS SET FORTH BELOW. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF
THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         Mariner Health Care, Inc., a Delaware corporation (the "Company," which
term includes any successor corporation), for value received promises to pay to

___________________________________________________________________________ or

registered assigns, the principal sum of

_______________________________________________________________________ Dollars

($_________), on Interest Payment Dates: August 13, November 13, February 13 and
May 13, commencing August 13, 2002.

         Record Dates: August 1, November 1, February 1, May 1.

         Issue Date:  May 13, 2002.

         Reference is made to the further provisions of this Senior Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.

                            [SIGNATURE PAGE ATTACHED]



<PAGE>




         IN WITNESS WHEREOF, the Company has caused this Second Priority Secured
Note due 2009 to be signed manually or by facsimile by its duly authorized
officers.

                                            MARINER HEALTH CARE, INC.


                                            By:
                                               ---------------------------------
                                                 Name:
                                                 Title:


                                            By:
                                               ---------------------------------
                                                 Name:
                                                 Title:


                                      B-2
<PAGE>




                         Certificate of Authentication:

         This is one of the Second Priority Secured Notes due 2009 referred to
in the within-mentioned Indenture.

Dated:
         -----------------------------------


THE BANK OF NEW YORK, as Trustee



By:
         -----------------------------------
         Authorized Signatory


                                      B-3
<PAGE>

                            MARINER HEALTH CARE, INC.

                     SECOND PRIORITY SECURED NOTES DUE 2009

1.       INTEREST.

         (a)      Mariner Health Care, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of the Senior Notes
at a floating rate per annum, reset quarterly, equal to 3-month LIBOR (as
defined below), plus 5.50%, from the most recent date to which interest has been
paid or duly provided for or, if no interest has been paid or duly provided for,
from the Issue Date, until the principal thereof becomes due and payable, and on
any overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same interest rate per annum, compounded quarterly, payable
quarterly in arrears on August 13, November 13, February 13, and May 13 of each
year, commencing August 13, 2002 (each, an "Interest Payment Date"), to the
person in whose name the Senior Notes are registered at the close of business on
the regular record date for such interest installment, which shall be the first
day of the month in which the relevant Interest Payment Date falls.

         (b)      The interest rate on the Senior Notes for each quarter (or
other period for which interest is payable) will be determined on the
Determination Date (as defined below) for such quarter (or other period for
which interest is payable) and will be a per annum rate reset quarterly equal to
3-month LIBOR (determined as set forth below) plus 5.50%, and will be effective
as of the first day of such quarter (or other period for which interest is
payable).

         (c)      On each Determination Date, the Calculation Agent will
calculate the interest rate, based on 3-month LIBOR, for each interest period
commencing on the second London Banking Day immediately following such
Determination Date.

         "3-month LIBOR" means, with respect to an interest period relating to a
Distribution Date, the London interbank offered rate for three-month, Eurodollar
deposits determined in the following order of priority:

                           (i)      the rate (expressed as a percentage per
annum) for Eurodollar deposits having a three-month maturity that appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination
Date);

                           (ii)     if such rate does not appear on Telerate
Page 3750 as of 11:00 a.m. (London time) on the related Determination Date,
3-month LIBOR will be the arithmetic mean of the rates (expressed as percentages
per annum) for Eurodollar deposits having a three-month maturity that appear on
Reuters Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of 11:00 a.m.
(London time) on such Determination Date;

                           (iii)    if such rate does not appear on Reuters Page
LIBO as of 11:00 a.m. (London time) on the related Determination Date, the
Calculation Agent will request the principal London offices of four leading
banks in the London interbank market to provide such banks' offered quotations
(expressed as percentages per annum) to prime banks in the London interbank
market for Eurodollar deposits having a three-month maturity as of 11:00 a.m.


                                      D-1
<PAGE>

(London time) on such Determination Date. If at least two quotations are
provided, 3-month LIBOR will be the arithmetic mean of such quotations;

                           (iv)     if fewer than two such quotations are
provided as requested in clause (iii) above, the Calculation Agent will request
four major New York City banks to provide such banks' offered quotations
(expressed as percentages per annum) to leading European banks for loans in
Eurodollars as of 11:00 a.m. (London time) on such Determination Date. If at
least two such quotations are provided, 3-month LIBOR will be the arithmetic
mean of such quotations; and

                           (v)      if fewer than two such quotations are
provided as requested in clause (iv) above, 3-month LIBOR will be 3-month LIBOR
determined with respect to the interest period immediately preceding such
current interest period.

         If the rate for Eurodollar deposits having a three-month maturity that
initially appears on Telerate Page 3750 or Reuters Page LIBO, as the case may
be, as of 11:00 a.m. (London time) on the related Determination Date is
superceded on Telerate Page 3750 or Reuters Page LIBO, as the case may be, by a
corrected rate before 12:00 noon (London time) on such Determination Date, the
corrected rate as so substituted on the applicable page will be the applicable
3-month LIBOR for such Determination Date.

         As used herein:

         "Calculation Agent" means The Bank of New York.

         "Determination Date" means the date that is two London Banking Days
preceding the first day of any quarter or other period for which an interest
payment will be payable.

         "London Banking Day" means a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

         "Telerate Page 3750" means the display designated as "Page 3750" on the
Dow Jones Telerate Service (or such other page as may replace Page 3750 on that
service or such other service or services as may be nominated by the British
Bankers' Association as the information vendor for the purpose of displaying
London interbank offered rates for U.S. dollar deposits).

                  (d)      All percentages resulting from any calculations on
the Senior Notes will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to
9.87655% (or .09876555)), and all dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent (with one-half cent being
rounded upward).

                  (e)      On the Determination Date, the Calculation Agent
shall notify the Company and the Paying Agent of the applicable interest rate in
effect for the related interest rate period. The Calculation Agent shall, upon
the request of a holder of Senior Notes, provide the interest rate then in
effect. All calculations made by the Calculation Agent in the absence of
manifest error shall be conclusive for all purposes and binding on the Company
and the holders of the Senior Notes.



<PAGE>

                  (f)      The amount of interest payable on any Interest
Payment Date shall be computed on the basis of the actual number of days elapsed
and a 360-day year.

2.       METHOD OF PAYMENT.

         The Company will pay interest on this Senior Note provided for in
Paragraph I above (except defaulted interest) to the person who is the
registered Holder of this Note at the close of business on the first day of the
month in which the relevant Interest Payment Date falls (whether or not such day
is a Business Day). The Holder must surrender this Note to a Paying Agent to
collect principal payments due on the Maturity Date. The Company will pay
principal, premium, if any, and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts;
provided, however, that the Company may pay principal, premium, if any, and
interest by check payable in such money. It may mail an interest check to the
Holder's registered address. Notwithstanding the foregoing, all payments with
respect to the Senior Notes, the Holders of which have given wire transfer
instructions to the Paying Agent on or before the relevant record date pursuant
to the Indenture (as hereinafter defined), shall be made by wire transfer of
immediately available funds to the accounts specified by such Holders.

3.       PAYING AGENT AND REGISTRAR.

         Initially, The Bank of New York (the "Trustee"), will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to the Holders of the Senior Notes. Neither the Company nor any
of its Subsidiaries or Affiliates may act as Paying Agent but may act as
Registrar or co-Registrar.

4.       INDENTURE AND COLLATERAL DOCUMENTS.

         The Company issued this Senior Note under an Indenture dated as of May
13, 2002 (as such may be amended, supplemented, waived and modified from time to
time, the "Indenture") by and among the Company, the Guarantors party thereto
and the Trustee. The terms of this Senior Note include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 as in effect on the date of the Indenture. This Senior
Note is subject to all such terms, and the Holder of this Senior Note is
referred to the Indenture and said Trust Indenture Act for a statement of them.
The terms of the Indenture shall govern any inconsistencies between the
Indenture and the Senior Notes or the Guarantee. The Senior Notes are secured by
the Collateral (as defined in the Indenture) pursuant to the Collateral
Documents and may be released pursuant to the terms thereof, subject to the
terms of this Indenture. The Collateral Documents govern the rights in and to
the Collateral of the holders from time to time of Senior Indebtedness and of
the Trustee and the Holders. All capitalized terms in this Senior Note, unless
otherwise defined, have the meanings assigned to them by the Indenture. Without
limiting the foregoing, each Holder, by accepting this Senior Note, authorizes
the Trustee on behalf of and for the benefit of each Holder, to be the agent for
and representative of each Holder with respect to the Collateral and the
Collateral Documents and authorizes the Trustee to appoint and direct the
Collateral Agent (as defined in the Indenture) to be the agent for and
representative of each Holder with respect to the Collateral and the Collateral
Documents in accordance with the provisions of the Intercreditor Agreement.



<PAGE>

         The Senior Notes are secured obligations of the Company of up to
$150,000,000 in aggregate principal amount, subject to adjustment as provided in
the Indenture. The Indenture imposes certain restrictions on, among other
things, the Company's ability to consolidate or merge with or into, or to
transfer all or substantially all of its assets to, another person.

5.       OPTIONAL REDEMPTION.

         Subject to the terms of Section 3.7 of the Indenture, the Company may
at any time redeem the Senior Notes, in whole or in part, at a redemption price
equal to 100% of the principal amount thereof, together with accrued and unpaid
interest to the Redemption Date.

6.       NOTICE OF REDEMPTION.

         Notice of redemption will be mailed via first class mail at least 15
days but not more than 30 days prior to the Redemption Date to each Holder of
Senior Notes to be redeemed at its registered address as it shall appear on the
register of the Senior Notes maintained by the Registrar. On and after any
Redemption Date, interest will cease to accrue on the Senior Notes or portions
thereof called for redemption unless the Company shall default in making the
redemption payment thereon.

7.       GUARANTEE.

         Payment of principal of, premium, if any, and interest (including
interest on overdue principal and overdue interest (if lawful)) on the Senior
Notes and all other obligations of the Company to the Holders will be
unconditionally guaranteed by the Guarantors pursuant to, and subject to the
terms of, Article 11 of the Indenture.

8.       INTERCREDITOR AGREEMENT.

         The Intercreditor Agreement sets forth the relative rights of the
Trustee and the Holders, on the one hand, and the holders of the Senior
Indebtedness, on the other hand, as to the priority of payment of the Senior
Indebtedness over the Senior Notes and related obligations in certain
circumstances. The terms of the Senior Notes are subject to the terms of the
Intercreditor Agreement and each Holder, by accepting this Senior Note, agrees
to all of the terms and provisions of the Intercreditor Agreement which may be
amended from time to time pursuant to the provisions thereof and this Indenture.
Without limiting the foregoing, each Holder, by accepting this Senior Note,
acknowledges and agrees that its rights to payment of the obligations evidenced
by the Senior Notes and the Guarantees are subject to the terms of the
Intercreditor Agreement, and authorizes the Trustee to give effect thereto and
appoints the Trustee as attorney in fact for such purpose and, without
limitation, expressly authorizes the Trustee to appoint the Joint Collateral
Agent, referred to in the Indenture as the Collateral Agent, pursuant to the
Intercreditor Agreement and upon the terms thereof.

9.       DENOMINATIONS, TRANSFER, EXCHANGE.

         The Senior Notes are in registered form without coupons in
denominations of whole dollar integrals. A Holder may register the transfer or
exchange of Senior Notes in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish



<PAGE>

appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Senior Note selected for redemption or register
the transfer of or exchange any Senior Note for a period of 15 days before a
selection of Senior Notes to be redeemed or any Senior Note after it is called
for redemption in whole or in part, except the unredeemed portion of any Senior
Note being redeemed in part.

10.      PERSONS DEEMED OWNERS.

         The registered Holder of this Senior Note may be treated as the owner
of it for all purposes.

11.      UNCLAIMED MONEY.

         If money for the payment of principal, premium or interest on any
Senior Note remains unclaimed for two years, the Trustee or Paying Agent will
pay the money back to the Company at its request. After that, Holders entitled
to money must look to the Company for payment as general creditors unless an
"abandoned property" law designates another person.

12.      AMENDMENT, SUPPLEMENT AND WAIVER.

         Subject to certain exceptions, the Indenture, the Senior Notes, the
Guarantees or the Collateral Documents (subject to any amendment provisions
contained therein) may be modified, amended or supplemented by the Company, the
Guarantors and the Trustee with the consent of the Holders of at least a
majority in principal amount of the Senior Notes then outstanding and any
existing default or compliance with any provision may be waived in a particular
instance with the consent of the Holders of at least a majority in principal
amount of the Senior Notes then outstanding. Without the consent of Holders, the
Company, the Guarantors and the Trustee may modify, amend the Indenture, the
Senior Notes, the Guarantees or the Collateral Documents or supplement the
Indenture for certain specified purposes, including providing for uncertificated
Senior Notes in addition to certificated Senior Notes, and curing any ambiguity,
defect or inconsistency, or making any other change that does not adversely
affect the rights of any Holder, or to comply with the requirements of the SEC
in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act to enter into additional or supplemental Collateral
Documents, to adjust the principal amount of the Senior Notes issued pursuant to
the Indenture and to otherwise comply with the terms of the Plan of
Reorganization (as defined in the Indenture).

13.      SUCCESSOR ENTITY.

         When a successor corporation assumes all the obligations of its
predecessor under the Senior Notes and the Indenture and immediately before and
thereafter no Default exists and certain other conditions are satisfied, the
predecessor corporation will be released from those obligations.



<PAGE>

14.      DEFAULTS AND REMEDIES.

         Events of Default are set forth in the Indenture. If an Event of
Default (other than an Event of Default pursuant to Section 6.1(7) or (8) of the
Indenture) occurs and is continuing, the Trustee by notice to the Company, or
the Holders of not less than 25% in aggregate principal amount of the Senior
Notes then outstanding by written notice to the Company and the Trustee, may
declare to be immediately due and payable the entire principal amount of all the
Senior Notes then outstanding plus premium, if any, and accrued but unpaid
interest to the date of acceleration and such amounts shall become immediately
due and payable. In case an Event of Default specified in Section 6.1(7) or (8)
of the Indenture occurs, such principal amount, together with premium, if any,
and interest with respect to all of the Senior Notes, shall be due and payable
immediately without any declaration or other act on the part of the Trustee or
the Holders of the Notes. The Trustee may withhold from Holders notice of any
continuing default (except a default in payment of principal, premium, if any,
or interest) if it determines that withholding notice is in their interests.

15.      TRUSTEE DEALINGS WITH THE COMPANY.

         The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Senior Notes, make loans to, accept
deposits from, and perform services for the Company, any Guarantor or their
Affiliates, and may otherwise deal with the Company, any Guarantor or their
Affiliates, as if it were not Trustee.

16.      NO RECOURSE AGAINST OTHERS.

         As more fully described in the Indenture, no past, present or future
director, officer, employee, partner, affiliate, beneficiary or stockholder, as
such, of the Company or any Guarantor shall have any liability for any
obligations of the Company or any Guarantor under the Senior Notes or the
Indenture or for any claim based on, in respect or by reason of, such
obligations or their creation. The Holder of this Senior Note by accepting this
Senior Note waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Senior Note. Such waiver may
not be effective to waive liabilities under federal securities laws and it is
the view of the SEC that such waiver is against public policy.

17.      DEFEASANCE AND COVENANT DEFEASANCE.

         The Indenture contains provisions for defeasance of the entire
indebtedness on this Senior Note and for defeasance of certain covenants in the
Indenture upon compliance by the Company with certain conditions set forth in
the Indenture.

18.      ABBREVIATIONS.

         Customary abbreviations may be used in the name of a Holder of a Note
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

<PAGE>

19.      CUSIP NUMBERS.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Senior Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of the Senior Notes. No
representation is made as to the accuracy of such numbers either as printed on
the Senior Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

20.      GOVERNING LAW.

         THE INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE OR THE SENIOR NOTES.

         THE COMPANY WILL FURNISH TO ANY HOLDER OF A SENIOR NOTE UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:
MARINER HEALTH CARE, INC., ONE RAVINIA DRIVE, SUITE 1500, ATLANTA, GEORGIA
30346, ATTENTION: GENERAL COUNSEL (OR SUCH OTHER ADDRESS AS THE COMPANY MAY
DESIGNATE FROM TIME TO TIME FOR SUCH PURPOSE IN WRITTEN NOTICE TO THE HOLDERS OF
SENIOR NOTES.

21.      AUTHENTICATION.

         This Senior Note shall not be valid until the Trustee manually signs
the Certificate of Authentication on the other side of this Senior Note.



<PAGE>


                                 ASSIGNMENT FORM

         I or we assign and transfer this Senior Note to:

         (Insert assignee's social security or tax I.D. number)


------------------------------------------------


------------------------------------------------


------------------------------------------------



         (Print or type name, address and zip code of assignee) and irrevocably
appoint:


------------------------------------------------


------------------------------------------------



         Agent to transfer this Senior Note on the books of the Company. The
Agent may substitute another to act for him.

         Date:
              ---------------------------------------------------------

         Your Signature:
                        -----------------------------------------------

         (Sign exactly as your name appears on the other side of this Note)

         Signature Guarantee:
                             ------------------------------------------








<PAGE>


         OPTION OF HOLDER TO ELECT PURCHASE

         [ ]

         If you want to elect to have all or any part of this Senior Note
purchased by the Company pursuant to Section 4.9 or Section 4.24 of the
Indenture, check the box:



         If you want to have only part of the Senior Note purchased by the
Company pursuant to Section 4.8 of the Indenture, state the amount you elect to
have purchased:

$                  (multiple of $1.00)
 -------------------

Date:                                       .
         ------------------------------------

Your Signature:
               --------------------------------------------------------
(Sign exactly as your name appears on the face of this Note)

Signature Guaranteed

-----------------------------------------------------------------------



<PAGE>




                                    GUARANTEE

         Each guarantor (each a "Guarantor" and collectively the "Guarantors"
including any successor Person under the Indenture) has unconditionally
guaranteed, jointly and severally, to the extent set forth in the Indenture and
subject to the provisions of the Indenture, (a) the due and punctual payment of
the principal of, premium, if any and interest on the Senior Notes, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on overdue principal, and, to the extent permitted by law, interest, and the due
and punctual performance of all other obligations of the Company to the
Noteholders or the Trustee all in accordance with the terms set forth in Article
11 of the Indenture, and (b) in case of any extension of time of payment or
renewal of any Senior Notes or any of such other obligations, that the same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise.

         The obligations of the Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
11 of the Indenture and reference is hereby made to the Indenture for the
precise terms and limitations of this Guarantee. Capitalized terms used herein
shall have the meanings assigned to them in the Indenture unless otherwise
indicated.

                                      On behalf of each entity named below





                                      -------------------------------
                                      By:
                                      Title:

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]









<PAGE>




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<PAGE>

Living Centers-Southeast, Inc.
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<PAGE>

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