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                                                                   EXHIBIT 10.48

                      AMENDED AND RESTATED PROMISSORY NOTE

$9,750,000.00                                                      July 10, 1997


         FOR VALUE RECEIVED, RETIREMENT CARE ASSOCIATES, INC., a Colorado
corporation ("RCA"), RETIREMENT MANAGEMENT CORPORATION, a Georgia corporation
("RMC"), and CAPITOL CARE MANAGEMENT COMPANY, INC., a Georgia corporation
("CCMC") (hereinafter, whether one or more, referred to as "Maker"), does hereby
promise to pay to SUN HEALTHCARE GROUP, INC., a Delaware corporation
(hereinafter referred to as "Payee"), at its principal offices located at 101
Sun Lane, Albuquerque, New Mexico 87109, or at such other address as Payee may
from time to time designate, the principal sum of NINE MILLION SEVEN HUNDRED
FIFTY THOUSAND AND NO/100 DOLLARS ($9,750,000.00), together with interest
thereon as hereinafter set forth.

         Maker acknowledges and agrees that RCA is currently indebted to Payee
in respect of the loan (the "Existing Loan") evidenced by that certain
Promissory Note dated January 10, 1997, executed by RCA in the principal amount
of $9,750,000 (the "Original Note"). This Note is executed to amend and restate
the Original Note in connection with the extension by Payee of the original
maturity date of the Existing Loan, the inclusion of RMC and CCMC as Makers
hereof, and the amendment of certain other terms of the Original Note, and not
as a novation of the Existing Loan. This Note shall evidence RCA's continuing
obligations with respect to the Existing Loan. RMC and CCMC acknowledge that
they are wholly-owned subsidiaries of RCA and will derive substantial direct and
indirect benefit from the transactions contemplated hereby.

         From and after the date hereof, interest shall accrue on the
outstanding principal balance hereof at the rate of eleven percent (11%) per
annum; provided that, during any period of default hereunder which is not cured
within any grace period provided for herein, interest shall accrue at the rate
of fifteen percent (15%) per annum; and provided further that, notwithstanding
any provision hereof, it is not intended by this Note to impose upon Maker any
obligation to pay interest in excess of the maximum rate of interest permitted
by law.

         The entire principal balance hereof, together with all accrued and
unpaid interest hereunder and all accrued and unpaid interest on the Existing
Loan under the Original Note, and all other amounts outstanding hereunder and
thereunder, shall be due and payable in full on or before the close of business
on the 120th day following the termination of the Agreement and Plan or Merger
and Reorganization among Payee, Peach Acquisition Corporation and RCA, dated as
of February 17, 1997 (the "Maturity Date"). Accrued interest on the Existing
Loan under the Original Note is equal to four hundred thirty six thousand four
hundred seventy nine dollars ($436,479).


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         All payments received hereunder shall be applied first to unpaid
interest and then to the principal balance outstanding hereunder. Maker shall be
entitled to prepay all or any portion of the principal balance hereof prior to
maturity without premium or penalty.

         This Note is secured by a lien on the accounts receivable and certain
related assets of Maker, which have been pledged by Maker pursuant to the terms
and conditions of that certain Amended and Restated Pledge Agreement dated as of
even date herewith executed and delivered by RCA to Payee (the "Restated Pledge
Agreement") and by those certain Pledge Agreements dated as of even date
herewith executed by each of RMC and CCMC to Payee (the "Additional Pledge
Agreements" and, together with the Restated Pledge Agreement, the "Pledge
Agreements"), and by a lien on the accounts receivable and certain related
assets of West Tennessee, Inc., Lake Forest Healthcare Center, Inc., Statesboro
HealthCare, Inc., Lake Health Care Center, Inc., Roberta Health Care Center,
Inc., Gardendale Health Care Center, Inc., Southside Health Care Center, Inc.,
Gainesville Health Care Center, Inc., Charlton City Healthcare, Inc., Jeff Davis
Healthcare, Inc., Seaside Retirement, Inc., Mid-Florida, Inc., Bibb Health &
Rehabilitation, Inc., Brent-Lox Hall Nursing Home, Inc., Libbie Rehabilitation
Center, Inc., Phoenix Associates, Inc., Summer's Landing, Inc., Riveria
Retirement, Inc., Pine Manor Healthcare, Inc., Suncoast Retirement, Inc., Atrium
of Jacksonville and The Atrium Nursing Home, Inc. (collectively referred to
herein as the "Subsidiary Guarantors") which have been pledged by the Subsidiary
Guarantors pursuant to the terms and conditions of that certain Subsidiary
Pledge Agreement dated as of even date herewith executed and delivered by the
Subsidiary Guarantors to Payee (the "Subsidiary Pledge Agreement").

         The occurrence and continuation of any one of the following events
(each an "Event of Default") shall constitute a default hereunder: (i) Maker
shall fail to make due and punctual payment of all amounts of principal and
interest under this Note on the Maturity Date; (ii) Maker fails to perform any
other covenant or agreement in this Note or the Pledge Agreements (other than
payment when due of principal and interest under this Note or compliance with
the "Borrowing Base" restriction set forth in clause (iii) below), and Maker
fails to cure such violation within ten (10) days after written notice thereof
from Payee; (iii) the aggregate principal amount outstanding at any time
hereunder shall be in excess of the "Borrowing Base" as reflected in the most
recent "Borrowing Base Certificate" provided to Payee by RCA (such terms being
used herein with the respective meanings ascribed thereto in the Restated Pledge
Agreement), and Maker fails to cure such violation within twenty (20) days after
written notice thereof from Payee; (iv) any Subsidiary Guarantor fails to
perform any covenant or agreement contained in the Subsidiary Pledge Agreement
and such Subsidiary Guarantor fails to cure violation within ten (10) days after
written notice thereof from Payee; (v) Maker makes an assignment for the benefit
of creditors, is adjudicated insolvent or bankrupt, a petition for bankruptcy,
reorganization, dissolution, or liquidation is filed by or against Maker under
any arrangement or debt readjustment law or statute of any jurisdiction whether
now or hereafter in effect which remains undismissed for sixty (60) days, or
Maker applies for or permits the appointment of a receiver or trustee for any or
all of its property or any such receiver or trustee shall have been appointed
for any and all property or assets of Maker or Maker by any act indicates
consent to, approval of or acquiescence in any such proceeding; or (vi) a change
in control (of a nature that would

                                       2.


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be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended) shall have been announced or occurred with respect to Maker, or a
person (other than Payee) shall have announced its intention to make a tender
offer or exchange offer including 15% or more of Maker's outstanding voting
stock.

         If an Event of Default occurs and is continuing, then, at the option of
Payee, the entire principal amount outstanding hereunder, together with any
accrued and unpaid interest thereon, shall, upon written notice from Payee to
Maker, become immediately due and payable. The rights, remedies, powers and
privileges provided for herein are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

         Maker shall pay all expenses of Payee in the collection of this Note,
including all reasonable attorneys' fees and expenses.

         No waiver by Payee of any default shall be effective unless in writing,
nor shall it operate as a waiver of any other default or of the same default on
a future occasion. No delay or omission by Payee in exercising any of its
rights, remedies, powers and privileges hereunder or at law and no course of
dealing between Payee and Maker or any other person shall be deemed a waiver by
Payee of any of such rights, remedies, powers and privileges even if such delay
or omission is continuous or repeated, nor shall any single or partial exercise
of any right, remedy, power or privilege preclude any other or further exercise
thereof by Payee or the exercise of any other right, remedy, power or privilege
by Payee. Maker waives demand, presentment, protest, notice of protest and
notice of dishonor.

         All amendments to this Note, and any waiver or consent of Payee, must
be in writing and signed by Payee and Maker.

         Maker hereby waives presentment, demand, notice of dishonor, protests
and all other notices except as specifically provided herein.

         This Note shall be governed by, construed and enforced in accordance
with the laws of the State of New York, without regard to the conflicts of laws
principles thereof, other than such laws that direct the application of New York
law.

         It is expressly agreed that if, from any circumstances whatsoever,
fulfillment of any provision of this Note at the time performance of such
provision shall be due shall be invalid under presently applicable usury
statutes or any other applicable laws with regard to obligations of like
character and amount, then the obligation to be fulfilled shall be reduced to
the limit of such validity, so that in no event shall any exaction be possible
under this Note that is in excess of the current limit of such validity, but
such obligation shall be fulfilled to the limit of such validity. In no event
shall Maker be bound to pay for the use, forbearance or detention of the money
loaned pursuant hereto interest of more than the current legal limit. The right
to demand any such excess is hereby expressly waived by Payee.

                                       3.


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         This Note shall be binding upon the successors and assigns of Maker.
Neither Maker nor Payee may assign or transfer this Note to any person or entity
without the written consent of the other party.

         All notices and other communications hereunder shall be in writing and
shall be deemed given if (i) delivered by hand, (ii) mailed by registered or
certified mail (return receipt requested) or (iii) telecommunicated and
immediately confirmed both orally and in writing, to the parties at the
following addresses (or at such other addresses for a party as shall be
specified by like notice) and shall be deemed given on the date on which so
hand-delivered or so telecommunicated or on the second business day following
the date on which so mailed, if deposited in a regularly-maintained receptacle
for United States mail:

         If to Maker:                       6000 Lake Forrest Drive
                                            Suite 200, Atlanta, Georgia 30328

         If to Payee:                       101 Sun Lane
                                            Albuquerque, New Mexico 87109

         IN WITNESS WHEREOF, Maker has caused this Note to be executed, sealed
and delivered as of the date and year first written above.

                                                RETIREMENT CARE ASSOCIATES, INC.



                                                By:
                                                   -----------------------------

                                                  Its:
                                                      --------------------------

                                                RETIREMENT MANAGEMENT
                                                  CORPORATION




                                                By:
                                                   -----------------------------

                                                  Its:
                                                      -------------------------

                                       4.


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                                                     CAPITOL CARE MANAGEMENT
                                                       COMPANY, INC.

                                                     By:
                                                        ------------------------
                                                      Its:
                                                          ----------------------



                                       5.