<PAGE>   1
Exhibit 10.112.2

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE
CONVERSION RIGHTS PURSUANT TO THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. THEY MAY NOT BE SOLD, PLEDGED OR HYPOTHECATED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAKER TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED.

                          UNISON HEALTHCARE CORPORATION
                                 PROMISSORY NOTE


$                                                        Date: March 17, 1997
 -----------------

         For value received, Unison HealthCare Corporation, a Delaware
corporation ("Maker"), promises to pay to the order of              ("Lender"),
c/o David A. Kremser, 784 Yankee Creek Road, Evergreen, Colorado 80439 or at
such other place as Lender may direct, the principal sum of $           , with
interest on unpaid principal at the rate of 12% per annum.

         The indebtedness evidenced by this Note will be subject to the
following terms and conditions:

         1. Payments. The entire unpaid principal amount of this Note, together
with accrued and unpaid interest thereon, will be due and payable in full on
December 31, 1997 (the "Maturity Date").

         2. Acceleration. Upon the occurrence of an Event of Default (as defined
in Section 3 below) or an Acquisition Event (as defined below), Lender may
without notice to Maker declare the entire unpaid principal amount of this Note
to be (or in the case of an Event of Default specified in Section 3(d), such
amounts will automatically be) immediately due and payable. Notwithstanding
anything to the contrary in this Note, after maturity, whether by acceleration
or otherwise, amounts outstanding under this Note will bear interest until paid
at an annual rate that is equal to the sum of 5% plus the greater of (i) 12% or
(ii) the rate announced by Wells Fargo Bank in Denver, Colorado as its prime
rate (the "Prime Rate"), adjusted as and when changes in the Prime Rate are
made.

         As used in this Note, "Acquisition Event" means (i) a merger or
consolidation of the Company with one or more other entities, whether or not the
Company is the surviving corporation, (ii) a sale or other disposition of all or
substantially all of the assets of the Company pursuant to a plan that provides
for the liquidation of the Company, (iii) an exchange by the holders of all of
the outstanding shares of Common Stock for securities issued by another entity,
or in whole or in part for cash or other property, pursuant to a plan of
exchange
<PAGE>   2
approved by the holders of a majority of such outstanding shares or (iv) a
change in control of the Company, with "control" defined as the power to direct
or cause the direction of the management and policies of the Company, whether
through the ownership of voting securities, by contract or otherwise.

         3. Events of Default. The following events will be Events of Default:

         (a) Maker fails to make any payment under this Note when due;

         (b) Maker fails to make any payment due by it on any indebtedness which
in the aggregate exceeds $50,000 for or with respect to borrowed money or the
deferred purchase price of property or any such indebtedness is accelerated or
is required to be paid prior to the stated maturity thereof or prior to any
regularly scheduled dates of payment, or Maker defaults in the performance of
any term contained in, or any event or condition exists under, any agreement or
instrument pursuant to which it has outstanding indebtedness for borrowed money
or for the deferred purchase price of property pursuant to which, in each such
case, there is payable more than $50,000 if the effect of such default, event or
condition is to cause, or permit a holder of such indebtedness (or a trustee or
agent on behalf of such holder) to cause, such indebtedness to become due and
payable prior to its stated maturity or regularly scheduled dates of payment; or

         (c) Maker is insolvent or generally ceases to pay, or is unable to pay,
its debts as they become due or makes any admission in writing to the foregoing
effect; or a substantial part of the operations or business of Maker (taken as a
whole) is suspended; or Maker makes an assignment for the benefit of creditors;
or Maker commences (as debtor) a case under the United States Bankruptcy Code,
or commences any proceeding with respect to itself, or a substantial portion of
its property, under any other insolvency, bankruptcy, arrangement,
reorganization, liquidation, dissolution or similar law of the United States or
any other jurisdiction, or applies for a trustee, receiver or custodian (however
named) for all or a substantial portion of its property for the purpose of
general administration of such property for the benefit of creditors or for any
other purpose or takes any action to authorize any of the foregoing actions; or
a court of competent jurisdiction in the premises enters an order for relief
against Maker as a debtor in a case under the United States Bankruptcy Code; or
a case under the United States Bankruptcy Code is commenced against Maker or any
proceeding under any other insolvency, bankruptcy, reorganization, arrangement,
liquidation, dissolution or similar law of the United States or any other
jurisdiction is commenced against Maker and such case or proceeding remains
undismissed for 60 days or Maker consents to or admits the material allegations
against it in any such case or proceeding; or any trustee, receiver or similar
officer, however named, is appointed for all or a substantial part of the
property of Maker and Maker consents thereto or such trusteeship or receivership
continues for a period of 60 days.

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<PAGE>   3
         4. Prepayments. This Note may be prepaid at any time and from time to
time, in whole or in part, without premium or penalty, upon at least 10 days'
prior notice to Lender.

         5. Certain Waivers. Maker and all persons or entities now or at any
time liable, whether primarily or secondarily, for the payment of the
indebtedness evidenced by this Note, expressly waive presentment for payment,
notice of dishonor, protest, notice of protest and diligence in collection, and
consent that the time of payment or any part thereof may be extended by Lender
and that Lender may release, fail to perfect or enforce its rights against, or
otherwise deal with any other person or entity liable on this Note without in
any way modifying, altering, releasing or limiting their respective liabilities.
In the event any amount owing under this Note is not paid when due, Maker agrees
to pay all costs of collection, including reasonable attorneys' fees.

         6. Conversion. Lender will have the right, at any time after June 30,
1997 and from time to time after June 30, 1997, to convert the principal of this
Note, in whole or in part, into fully paid and nonassessable shares ("Shares")
of Maker's common stock ("Common Stock"), at a price (in dollars of principal
amount of this Note so converted) of $2.875 per Share, subject to adjustment as
provided in Section 13 (the "Conversion Price").

         7. Conversion Notice. To convert all or any portion of the principal of
this Note as provided in Section 6, Lender will give Maker written notice of
Lender's election to convert, which notice will specify the amount of principal
converted and will fix a date on or after which Lender will present this Note at
Maker's offices. Maker may within 10 days after receipt of any such notice, pay
to Lender the full unpaid principal of this Note, together with accrued
interest, in which case Lender will forfeit the right to convert any portion of
this Note into Shares.

         8. Issuance of Shares. Upon presentation and surrender of this Note at
Maker's offices on or after the date fixed in the notice from Lender under
Section 7 or during normal business hours, Maker will cause its Transfer Agent
(as defined below) to deliver to Lender certificates representing the number of
Shares into which this Note has been converted, together with any cash payable
in respect of any adjustment for fractional shares under Section 16, any accrued
interest payable under Section 11, and a new Note for any unconverted portion of
the principal of this Note surrendered. Upon the giving of notice of conversion
by Lender under Section 7 with respect to the portion of the principal of this
Note so converted, this Note will cease to represent any obligation of Maker
other than the obligation to deliver to Lender, upon presentation and surrender
of this Note as provided herein, the Shares into which the principal of this
Note was converted, any cash payable in respect of any adjustment for fractional
shares under Section 16, and any accrued interest payable under Section 11. So
long as any amounts remain outstanding under this Note, Maker will promptly
notify Lender in the event Maker determines to register any Common Stock or
Convertible Securities, whether in connection with a public offering of
securities by the Company or by stockholders, and all Shares issued upon
conversion of this Note will be "Registrable Securities" within the meaning

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<PAGE>   4
of the Registration Rights Agreement dated as of October 31, 1996, among Maker,
David A. Kremser and John D. Filkoski.

         9. Legends. Each certificate representing the number of shares of
Common Stock into which this Note has been converted will bear a legend
substantially to the effect of the following:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES
FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE
SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION
OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL AND STATE
SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH
COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF
COUNSEL, IN FORM REASONABLY ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF
SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR
ASSIGNMENT.

         10. Registered Holder. Upon surrender of this Note as provided above,
Lender will be deemed for all purposes the registered holder of the shares of
Common Stock into which this Note has been converted.

         11. Interest at Conversion. Upon conversion of this Note, Maker will
pay interest on this Note accrued through the date notice of conversion is given
to Maker. At Lender's election, accrued but unpaid interest may be paid by the
issuance to Lender of Shares in an amount equal to the amount of such interest
divided by the Conversion Price.

         12. Dividends Prior to Conversion. There will be no payment or
adjustment on account of any dividends on the Common Stock issued prior to
conversion.

         13. Antidilution. The Conversion Price in effect at any time will be
subject to adjustment from time to time as provided in this Section. For
purposes hereof, the term "Common Stock" or "Common Shares" will include any
stock of Maker (whether voting or nonvoting) of any class or series which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of Maker and
which is not subject to redemption by Maker.

         (a) Stock Dividends. If at any time Maker declares a dividend in shares
of its Common Stock, the Conversion Price in effect immediately prior to such
issue or sale will thereupon be reduced to a price determined by multiplying the
Conversion Price in effect immediately prior to the time of such issue or sale
by a fraction, the numerator of which will be the number of shares of Common
Stock outstanding immediately prior to such issue or sale

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and the denominator of which will be the total number of shares of Common Stock
outstanding immediately after such issue or sale.

         (b) Adjustment for Certain Special Dividends. In case Maker, by
dividend or otherwise, distributes to the holders of its Common Stock cash or
assets in the form of non-cash consideration (including, without limitation,
evidences of its or its affiliates' indebtedness or securities and excluding
distributions for which adjustments to the Conversion Price are required to be
made pursuant to other provisions of this Section), Lender will, upon the
conversion of this Note after the record date for such distribution or, in the
absence of a record date, after the date of such distribution, receive, in
addition to shares of Common Stock issuable in respect thereof, the amount of
such assets (or, at the option of Maker, a sum in cash equal to the Fair Market
Value thereof) which would have been distributed to Lender if Lender had
converted this Note immediately prior to the record date for such distribution
or, in the absence of a record date, immediately prior to the date fixed for
such distribution.

         (c) Adjustment of Conversion Price upon Issuance of Common Stock. If at
any time the Company issues any shares of Common Stock for a consideration per
share (i) less than the Conversion Price in effect immediately prior to the time
of such issuance or (ii) less than the Market Price of Common Stock at the time
of such issuance, except for issuances of the Shares pursuant to conversion of
this Note, then the Conversion Price will be adjusted in accordance with the
following formula:

               N P
               ---
        C'=  CO +  M
             -------
              O +  N

where:  C'   =  the adjusted Conversion Price
        C    =  the current Conversion Price
        O    =  the number of shares of Common Stock outstanding on the date
                of such issuance
        N    =  the number of additional shares of Common Stock issued
        P    =  the issue price per share of the additional shares of Common 
                Stock
        M    =  the Market Price per share of Common Stock on the date of such
                issuance

                  (d) Issuance of Securities.

                           (i) Issuance of Rights or Options. In the event the
Company grants (whether directly or by assumption in a merger or otherwise) any
rights to subscribe for or to purchase, or any options for the purchase of,
Common Stock or any evidences of indebtedness, shares of stock or other
securities which are convertible into or exchangeable for, with or without
payment of additional consideration in cash or property, additional shares of
Common Stock, either immediately or upon the occurrence of a specified date or a
specified event ("Convertible Securities") whether or not such rights or options
or the right to convert or exchange any such Convertible Securities are
immediately exercisable, and the price per share

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for which Common Stock is issuable upon the exercise of such rights or options
or upon conversion or exchange of such Convertible Securities (determined as
provided below) is less than the Conversion Price in effect immediately prior to
the time of the granting of such rights or options (or less than the Market
Price determined as of the date of granting such rights or options, as the case
may be), then the total maximum number of shares of Common Stock issuable upon
the exercise of such rights or options or upon conversion or exchange of the
total maximum amount of such Convertible Securities issuable upon the exercise
of such rights or options will (as of the date of granting of such rights or
options) be deemed to be outstanding and to have been issued for such price per
share. Except as provided in clause (iii) of this subsection (d), no further
adjustments of any Conversion Price will be made upon the actual issue of such
Common Stock or of such Convertible Securities upon exercise of such rights or
options or upon the actual issue of such Common Stock upon conversion or
exchange of such Convertible Securities. For the purposes of this clause (i),
the price per share for which Common Stock is issuable upon the exercise of any
such rights or options or upon conversion or exchange of any such Convertible
Securities will be determined by dividing (A) the total amount, if any, received
or receivable by the Company as consideration for the granting of such rights or
options, plus the minimum aggregate amount of additional consideration payable
to the Company upon the exercise of all such rights or options, plus, in the
case of such rights or options which relate to Convertible Securities, the
minimum aggregate amount of additional consideration, if any, payable upon the
issue or sale of such Convertible Securities and upon the conversion or exchange
thereof, by (B) the total maximum number of shares of Common Stock issuable upon
the exercise of such rights or options or upon the conversion or exchange of all
such Convertible Securities issuable upon the exercise of such rights or
options.

                           (ii) Issuance of Convertible Securities. In the event
the Company issues (whether directly or by assumption in a merger or otherwise)
any Convertible Securities, whether or not the rights to exchange or convert
thereunder are immediately exercisable, and the price per share for which Common
Stock is issuable upon conversion or exchange of such Convertible Securities
(determined as provided below) is less than the Conversion Price in effect
immediately prior to the time of such issue or sale (or less than the Market
Price, determined as of the date of such issue or sale of such Convertible
Securities, as the case may be), then the total maximum number of shares of
Common Stock issuable upon conversion or exchange of all such Convertible
Securities will (as of the date of the issue or sale of such Convertible
Securities) be deemed to be outstanding and to have been issued for such price
per share, provided that (1) except as provided in clause (iii) of this
subsection (d), no further adjustments of any Conversion Price will be made upon
the actual issue of such Common Stock upon conversion or exchange of such
Convertible Securities, and (2) if any such issue or sale of such Convertible
Securities is made upon exercise of any rights to subscribe for or to purchase
or any option to purchase any such Convertible Securities for which adjustments
of any Conversion Price have been or are to be made pursuant to other provisions
of this Section, no further adjustment of any Conversion Price will be made by
reason of such issue or sale. For the purposes of this clause (ii), the price
per share for which Common Stock is issuable upon conversion or exchange of
Convertible Securities will be determined by dividing (A) the total amount
received or receivable by the Company as consideration for the issue or

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sale of such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the conversion or
exchange thereof, by (B) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities.

                           (iii) Change in Option Price or Conversion Rate. If
the purchase price provided for in any rights or options referred to in clause
(i) above, or the additional consideration, if any, payable upon the conversion
or exchange of Convertible Securities referred to in clause (i) or (ii) above,
or the rate at which any Convertible Securities referred to in clause (i) or
(ii) above are convertible into or exchangeable for Common Stock, changes (other
than under or by reason of provisions designed to protect against dilution),
then the Conversion Price in effect at the time of such event will be readjusted
to the Conversion Price that would have been in effect at such time had such
rights, options or Convertible Securities still outstanding provided for such
changed purchase price, additional consideration or conversion rate, as the case
may be, at the time initially granted, issued or sold; and on the expiration of
any such option or right or the termination of any such right to convert of
exchange such Convertible Securities, the Conversion Price then in effect will
be increased to the Conversion Price that would have been in effect at the time
of such expiration or termination had such right, option or Convertible
Security, to the extent outstanding immediately prior to such expiration or
termination, never been issued, and the Common Stock issuable thereunder will no
longer be deemed to be outstanding. If the purchase price provided for in any
such right or option referred to in clause (i) above or the rate at which any
Convertible Securities referred to in clause (i) or (ii) above are convertible
into or exchangeable for Common Stock, decreases at any time under or by reason
of provisions with respect thereto designed to protect against dilution, then in
case of the delivery of Common Stock upon the exercise of any such right or
option or upon conversion or exchange of any such Convertible Security, the
Conversion Price then in effect will be adjusted to such amount as would have
resulted had such right, option or Convertible Security never been issued as to
such Common Stock and had adjustments been made upon such issuance of Common
Stock, but only if as a result of such adjustment the Conversion Price then in
effect is decreased.

                           (iv) Consideration for Common Stock or Convertible
Securities. In case any shares of Common Stock or Convertible Securities or any
rights or options to purchase any Common Stock or Convertible Securities are
issued or sold for cash, the consideration received therefor will be deemed to
be the amount received by the Company therefor, without deduction therefrom of
any expenses incurred. In case any shares of Common Stock or Convertible
Securities or any rights or options to purchase any such Common Stock or
Convertible Securities are issued or sold for a consideration other than cash or
securities, the amount of the consideration other than cash received by the
Company will be deemed to be the Fair Market Value of such consideration without
deduction of any expenses incurred or any underwriting commissions or
concessions paid or allowed by the Company in connection therewith. In case any
shares of Common Stock or Convertible Securities or any rights or options to
purchase such shares of Common Stock or Convertible Securities are issued in
connection with any merger or consolidation in which the Company is the
surviving

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<PAGE>   8
corporation (other than any consolidation or merger in which the previously
outstanding shares of Common Stock are changed into or exchanged for the stock
or other securities of another corporation), the amount of consideration
therefor will be deemed to be the Fair Market Value of such portion of the
assets and business of the non-surviving corporation as the board of directors
of Maker (the "Board") may determine to be attributable to such shares of Common
Stock, Convertible Securities, rights or options, as the case may be. In the
event of any consolidation or merger of the Company in which the Company is not
the surviving corporation or in which the previously outstanding shares of
Common Stock are changed into or exchanged for the stock or other securities of
another corporation or in the event of any sale of all or substantially all of
the assets of the Company for stock or other securities of any corporation, the
Company will be deemed to have issued a number of shares of its Common Stock for
stock or securities or other property of the other corporation computed on the
basis of the actual exchange ratio on which the transaction was predicated and
for a consideration equal to the Fair Market Value on the date of such
transaction of all such stock or securities or other property of the other
corporation, and if any such calculation results in adjustment of the Conversion
Price, the determination of the number of shares of Common Stock issuable upon
conversion of this Note immediately prior to such merger, consolidation or sale
will be made after giving effect to such adjustment of the Conversion Price.

                  (e) Definition of Market Price.

                           (i) "Market Price," as to any security on any date,
means the average of the Closing Prices for 10 consecutive Trading Days ending
on the Trading Day immediately preceding the date in question. As used herein,
"Closing Price" means the last reported sale price regular way or, in case no
such sale takes place on such day, the average of the reported closing bid and
asked prices regular way, in either case as reported on the New York Stock
Exchange Composite Tape or, if such sale or sales, as applicable, are not so
reported, the reported last sales price regular way or, if no, such sale takes
place on such day, the average of the reported closing bid and asked prices
regular way, in either case on the principal national securities exchange on
which such security is listed or admitted to trading, or if not listed or
admitted to trading on any national securities exchange, on the National
Association of Securities Dealers Automated Quotations National Market System
(the "NMS") or, if not listed or admitted to trading on any national securities
exchange or quoted on the NMS, the average of the closing bid and asked prices
in the over-the-counter market as furnished by any New York Stock Exchange
member firm selected by Lender for that purpose. "Trading Day" means each
Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which
securities are not traded on such exchange or in such market.

                           (ii) If the security is not listed or admitted to
trading on any national securities exchange, quoted on the NMS or traded in the
over-the-counter market, the "Market Price" per share of such security on any
date will be deemed to be the Fair Market Value thereof.

                                        8
<PAGE>   9
                  (f) Equitable Adjustments. In case Maker (i) subdivides its
outstanding Common Stock; (ii) combines its outstanding Common Stock into a
smaller number of shares; or (iii) issues any shares of its capital stock by
reclassification of its Common Stock, the Conversion Price in effect at the time
of the effective date of such subdivision, combination or reclassification will
be proportionately adjusted so that Lender, upon conversion of this Note after
such date, will be entitled to receive the aggregate number and kind of shares
which, if this Note had been converted immediately prior to such time, it would
have owned upon such conversion and been entitled to receive upon such
subdivision, combination or reclassification.

                  (g) Other Adjustments to Conversion Price. Maker may make such
reductions in the Conversion Price, in addition to those otherwise required by
this Section, as it considers to be advisable in order that any event treated
for federal income tax purposes as a dividend of stock or stock rights will not
be taxable to the recipients.

                  (h) Certain Events. If any event occurs as to which in the
reasonable opinion of Maker, in good faith, the provisions of this Section are
not strictly applicable but the lack of any adjustment would not fairly protect
the rights of Lender in accordance with the basic intent and principles of such
provisions, then the board of directors of Maker (with the consent of Lender)
will in good faith make an adjustment to the application of such provisions in
accordance with the basic intent and principles established in the other
provisions of this Section, so as to preserve the rights of Lender.

                  (i) Successive Adjustments. Any adjustments required by this
Section will be made, to the extent applicable, successively whenever any event
described in this Section occurs.

                  (j) Notice of Adjustment. Whenever the Conversion Price is
adjusted as provided in this Agreement, Maker will promptly (but in no event
later than 10 calendar days thereafter) compute the adjusted Conversion Price
and cause a notice setting forth such adjusted Conversion Price to be mailed to
Lender and will cause a certified copy thereof to be mailed to the transfer
agent for the Common Stock (the "Transfer Agent"), if such Transfer Agent is
other than Maker. Maker will, upon the request in writing of Lender, retain a
nationally recognized firm of independent public accountants selected by the
Board to make any computation required by this Section, and a certificate signed
by such firm will be conclusive evidence of the correctness of such adjustment,
which will be binding on Lender and Maker. The failure to give the notice
required in this Section or any defect therein will not affect the legality or
validity of the event causing the adjustment of the Conversion Price or the vote
thereon or any other action taken in connection therewith.

                  (k) Definition of Fair Market Value. As used in this
Agreement, "Fair Market Value" means, as to any securities, the Market Price of
such securities, and, as to other property (including securities that are not
listed or admitted to trading on any national securities exchange, quoted on the
NMS or traded in the over-the-counter market), the price at which a willing
seller would sell and a willing buyer would buy such property having full
knowledge

                                        9
<PAGE>   10
of the facts, in an arm's-length transaction without time constraints, and
without being under any compulsion to buy or sell. For purposes of this Note,
the Fair Market Value of any item will be determined by agreement between Maker
and Lender or, if they cannot agree on such Fair Market Value within 20 days
after the need for such determination arises, by an independent investment
banking firm of nationally recognized standing selected by Lender in good faith
and approved by Maker, which approval will not be unreasonably withheld. The
fees and expenses of any such investment banking firm will be paid one-half by
Lender and one-half by Maker.

                  14. Mergers. In the case of any merger, consolidation or other
reorganization or combination to which Maker is a party and which affects the
outstanding shares of Common Stock, from and after the effective date of the
transaction, Lender shall be entitled to receive upon conversion of this Note
the number and kind of shares or other units of stock or other securities or
property it would have received in the transaction if this Note had been
converted immediately prior to such effective date. Maker shall take such steps
in connection with such consolidation or merger as may be necessary to ensure
that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or property (including any
cash) thereafter deliverable upon the conversion of this Note; provided,
however, that if upon such consolidation or merger different holders of Common
Stock shall be entitled to receive different forms of consideration for their
Common Stock, the form of such consideration thereafter deliverable upon the
conversion of this Note shall be as determined in good faith by the board of
directors of Maker, whose determination shall be conclusive. Maker shall not
effect any such consolidation or merger unless prior to or simultaneously with
the consummation thereof, the successor or surviving corporation or entity (if
other than Maker) resulting from such consolidation or merger shall assume, by
written agreement duly executed and mailed to Lender or delivered in accordance
with Section 18 hereof, the obligation to deliver to Lender the shares of stock,
securities or assets which Lender is entitled to purchase in accordance with the
foregoing provisions. The provisions of this Section shall also apply to
successive mergers or consolidations.

                  15. Notice of Certain Events. If any of the following occurs
on or before the Maturity Date:

                  (a) Maker declares any cash dividend on its Common Stock;

                  (b) Maker declares a dividend payable in stock upon its Common
Stock or makes any distribution (other than cash dividends and rights, warrants
or options governed by clause (c) below) to the holders of its Common Stock;

                  (c) Maker issues any share of Common Stock or securities
convertible into Common Stock or authorizes the granting to the holders of its
Common Stock of rights, warrants or options to subscribe for or purchase any
additional shares of stock of any class or any other rights;

                                       10
<PAGE>   11
                  (d) there occurs any reorganization or reclassification of the
capital stock of Maker, or a consolidation or merger of Maker with or into
another entity (other than any merger as to which Maker is the surviving
corporation and there is no change in the Common Stock in connection therewith)
or any sale or transfer of all or substantially all of the assets of Maker;

                  (e) Maker, any subsidiary of Maker or any other person or
entity makes a tender offer for Maker's Common Stock;

                  (f) there occurs an Acquisition Event;

                  (g) there occurs a voluntary or involuntary dissolution,
liquidation or winding up of Maker; or

                  (h) Maker proposes to take any other action or an event occurs
which would require an adjustment of the Conversion Price pursuant to Section
13(f);

then, in each of such cases, Maker will give to Lender, at least 20 days prior
to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights, warrants or options, or, if a record is not to
be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution, rights, warrants or options are to be
determined, (y) the date on which such reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation, winding up or other action is expected
to become effective, and the date as of which it is expected that holders of
Common Stock of record will be entitled to exchange their shares of Common Stock
for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up or
other action or (z) the date on which the right to tender shares of Common Stock
in such tender offer is expected to terminate and the Conversion Price in effect
until the termination of such right. The failure to give the notice required in
this Section or any defect therein will not affect the legality or validity of
any dividend, distribution, right, warrant, reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation, winding up or tender offer or
other action or the vote thereon or any other action taken in connection
therewith.

                  16. Fractional Shares. No fractional share of Common Stock
will be issued upon the conversion of this Note. If such conversion results in a
fraction, Maker will make a cash payment in lieu of such fraction in an amount
in cash equal to such fraction multiplied by the Conversion Price.

                  17. Warranty. Upon conversion of this Note and payment by
Lender of the Conversion Price, shares of Common Stock issued in respect of such
conversion will be validly issued, fully paid and nonassessable outstanding
shares of Common Stock of Maker. Maker has reserved and will maintain as
authorized and unissued shares of Common Stock, free from

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any preemptive or similar rights, the maximum number of shares of Common Stock
issuable upon conversion of this Note.

                  18. Notices. Any notice required or permitted to be given
under this Note will be in writing and will be given by personal delivery,
telecopy or by certified mail, postage prepaid, to the intended recipient at the
following addresses:

         If to Maker:               Unison HealthCare Corporation
                                    8800 North Gainey Center Drive
                                    Suite 245
                                    Scottsdale, Arizona 85258
                                    Attn:  President
                                    Telecopy:  (602) 481-6479

         If to Lender:              Stanley A. Kremser
                                    c/o David A. Kremser
                                    784 Yankee Creek Road
                                    Evergreen, Colorado  80439
                                    Telecopy:  (303) 670-5207

Any party may change its address for notice purposes by notice to the other
parties in the manner provided above.

                  19. Security. This Note is secured by collateral pursuant to
the Loan and Security Agreement by and among Maker, Elk Meadows Investments,
L.L.C. and Britwill Investments Company, Ltd. dated as of April 21, 1997.

                  20. Maximum Legal Rate. Notwithstanding anything to the
contrary contained in this Note, the rate or rates of interest (including any
charges required to be characterized as interest under applicable law)
prescribed in this Note will in no event exceed the maximum legal rate under
applicable law and, in the event such rate is found to exceed such maximum legal
rate, Maker will be required to pay interest only at such maximum legal rate.

                  21. Business Days. If any payment of principal of, or interest
on, this Note is due on, or if the last day for the giving of any notice or the
taking of any other action is, a Saturday, Sunday or other day which is a day on
which banking institutions in New York, New York, Phoenix, Arizona or Denver,
Colorado are authorized by law to be closed for business, then such due date
will be extended to the next following business day, and interest will accrue
and be payable for the period of such extension.

                  22. Governing Law. This Note will be governed by the laws of
Colorado, without regard to such jurisdiction's rules regarding conflicts of
laws.

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<PAGE>   13
                  23. Waiver and Amendments. This Note may not be modified,
amended or waived except in a writing executed by Maker and Lender or, in the
case of a waiver, by the party having the right proposed to be waived. No
failure or delay in exercising any right or privilege hereunder will operate as
a waiver thereof, nor will any single or partial exercise of any such right or
privilege preclude any other or further exercise thereof. No waiver of any
right, privilege or default hereunder will constitute a waiver of any other
right, privilege or default on that or any other occasion. All rights and
remedies provided in this Note are cumulative and not exclusive of any rights or
remedies otherwise provided hereunder, at law or in equity.

                  24. Hart-Scott-Rodino Compliance. If in the reasonable
judgment of Lender or Maker, Lender's holding of Common Stock or other
securities of Maker or its acquisition of Common Stock or other securities of
Maker upon conversion or exercise of this Note or any other security convertible
into, or any warrant, option or other right to acquire, Common Stock or other
securities of Maker (this Note and such other convertible securities, warrants,
options and rights being referred to individually as a "Derivative Security" and
collectively as "Derivative Securities") would require a filing under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), Maker and Lender each will take such actions as may be required promptly
to comply with the requirements of the HSR Act relating to the filing and
furnishing of information (an "HSR Report") to the Federal Trade Commission (the
"FTC") and the Antitrust Division of the Department of Justice (the "DOJ"), such
actions to include (i) preparing and cooperating with each other in preparing
the HSR Report to be filed by or on behalf of each of them so as to avoid errors
or inconsistencies between their HSR Reports in the description of the reported
transaction and to permit the filing of their HSR Reports in a timely fashion,
(ii) complying with any request for additional documents or information made by
the FTC or the DOJ or by any court and assisting the other in so complying and
(iii) causing all persons or entities which are part of the same "person" (as
defined for purposes of the HSR Act) as such party to cooperate and assist in
such compliance. Maker and Lender each will pay any costs that it incurs in
complying with the obligations set forth in this Section, except that each will
bear one-half of any fee payable in connection with the filing of an HSR Report.
It will be a condition precedent to the effectiveness of the conversion or
exercise of any Derivative Security held by Lender or any of its successors or
assigns that either (i) no filing under the HSR Act by the holder of such
Derivative Security would be required in connection with its acquisition of
Common Stock or other voting securities upon such conversion or exercise or (ii)
any applicable waiting period under the HSR Act has expired or been terminated.
If an acquisition of securities of Maker by Lender upon conversion or exercise
of a Derivative Security requires the filing of an HSR Report, then any time
period within which Lender is required to convert or exercise such Derivative
Security will be deemed extended, up to a maximum of 90 days, to permit
compliance with the HSR Act, including filing of the requisite HSR Reports and
expiration or termination of the applicable waiting period; provided, that if
such extension relates to this Note following notice from Maker of payment in
accordance with Section 4 above, interest will not accrue during the period of
such extension on the portion of this Note for which notice of payment was
given. If the waiting period has not so expired or been terminated prior to the

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<PAGE>   14
end of such period of extension and of the period within which Lender is
required to convert or exercise such Derivative Security or if Lender determines
to withdraw his HSR Report, then Maker will use its best efforts to afford to
Lender the benefits intended to be provided by the Derivative Security by (i)
granting to Lender the right to acquire other securities of Maker having the
same rights, privileges and preferences as the securities originally to be
acquired, except that such other securities will not possess voting rights, on
the same terms as the securities originally to be acquired or (ii) if such
replacement right cannot be granted, providing to Lender such other right as may
reasonably represent the value of the conversion or exercise right required to
be foregone.

                  If Lender, in his sole opinion, considers a request from a
governmental agency for additional data and information in connection with the
HSR Act to be unduly burdensome, Lender may withdraw his HSR Report and rescind
his conversion or exercise of the affected Derivative Security, in which case
his rights will be the same as existed immediately before such attempted
conversion or exercise and, in addition, Lender will have the rights described
in the last sentence of the preceding paragraph.

                  The provisions of this Section will (i) survive the payment or
conversion of this Note, (ii) apply to any Derivative Security now held by
Lender and, absent any provision expressly to the contrary set forth therein, to
each Derivative Security hereafter acquired by Lender and (iii) inure to the
benefit of, and be binding on, Lender, Maker and their respective successors and
assigns, including, in the case of Lender, any transferee of a Derivative
Security.

                                            UNISON HEALTHCARE CORPORATION



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

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