Exhibit 10.37

                              REVOLVING CREDIT NOTE

$7,000,000                                                          May 11, 1999


     FOR VALUE RECEIVED,  the undersigned,  RAINTREE HEALTHCARE  CORPORATION,  a
Delaware corporation (f/k/a Unison Healthcare Corporation),  BRITWILL HEALTHCARE
COMPANY,  a  Delaware  corporation,  BRITWILL  FUNDING  CORPORATION,  a Delaware
corporation,  CEDAR CARE,  INC.,  an Indiana  corporation,  SHERWOOD  HEALTHCARE
CORP.,  an  Indiana  corporation,  BRITWILL  INVESTMENTS-I,   INC.,  a  Delaware
corporation,  BRITWILL  INVESTMENTS-II,  INC., a Delaware  corporation  BRITWILL
INDIANA PARTNERSHIP,  an Arizona general partnership,  BROOKSHIRE HOUSE, INC., a
Colorado  corporation (f/k/a Asbury Circle,  Inc.),  CHRISTOPHER NURSING CENTER,
INC., a Colorado  corporation,  AMBERWOOD  COURT,  INC., a Colorado  corporation
(f/k/a  Valley  Hi,  Inc.),  THE  ARBORS  HEALTH  CARE  CORPORATION,  an Arizona
corporation,  LOS ARCOS,  INC., a Colorado  corporation,  PUEBLO NORTE,  INC., a
Colorado  corporation  (f/k/a Signature Health Care of California  Corporation),
RIO VERDE NURSING CENTER,  INC., a Colorado  corporation,  SIGNATURE HEALTH CARE
CORPORATION,  a Delaware  corporation,  and SIGNATURE  MANAGEMENT GROUP, INC., a
Colorado corporation (collectively,  "Borrower"), jointly and severally, promise
to pay,  in lawful  money of the United  States,  to the order of HCFP  FUNDING,
INC.,  a  Delaware  corporation  (together  with  its  successors  and  assigns,
"Lender"),   the   principal   sum  of  Seven   Million   and   No/100   Dollars
($7,000,000.00),  or so much of such  principal  sum as  shall  be  advanced  or
readvanced and shall remain unpaid under the Loan  established  pursuant to that
certain  "LOAN AND  SECURITY  AGREEMENT"  dated May 11,  1999,  by and among the
undersigned and Lender (as amended, modified,  restated or replaced from time to
time,  the "Loan  Agreement"),  plus  interest  on the unpaid  balance  thereof,
computed on a 360-day basis, at the rate per annum that is set forth in the Loan
Agreement.

     1. All  capitalized  terms used and not otherwise  specifically  defined in
this Revolving Credit Note (as amended, modified, restated or replaced from time
to  time,  the  "Note")  shall  have  the  meanings  given  to them in the  Loan
Agreement.

     2. This Note shall evidence the undersigned's  obligation to repay all sums
advanced by Lender from time to time under the Loan Agreement and as part of the
Loan, and all other amounts due under the Loan Agreement.  The actual amount due
and owing  from time to time  under this Note  shall be  evidenced  by  Lender's
records of receipts and  disbursements  with respect to the Loan, which shall be
conclusive evidence of that amount, absent manifest error.

     3. Interest due pursuant to this Note shall be payable monthly, in arrears,
on the first  Business  Day of each  month  after the date of this Note (for the
previous month).  For purposes of this Note, a "Business Day" shall mean any day
on which  banks are open for  business  in  Maryland,  excluding  Saturdays  and
Sundays.

<PAGE>

     4. This Note shall  become due and payable upon the earlier to occur of (i)
the Termination Date, or (ii) the termination of the Loan Agreement  pursuant to
its  terms,  or any other  event  under  the Loan  Agreement  or any other  Loan
Documents which would result in the indebtedness evidenced by this Note becoming
due and payable. At such time, the entire principal balance of this Note and all
other interest,  fees,  costs and expenses,  if any, shall be due and payable in
full.  Lender  shall  then have the  option at any time and from time to time to
exercise  all of the  rights  and  remedies  set  forth in this  Note,  the Loan
Agreement  and in the other Loan  Documents,  as well as all rights and remedies
otherwise  available  to Lender  at law or in  equity,  to  collect  the  unpaid
indebtedness  under this Note, the Loan Agreement and the other Loan  Documents.
This Note is secured by the Collateral,  as defined in and described in the Loan
Agreement.

     5. Whenever any principal  and/or interest and/or fee under this Note shall
not be paid  when  due,  whether  at the  stated  maturity  or by  acceleration,
interest on such unpaid amounts shall  thereafter be payable at a rate per annum
equal to the Default Rate stated in the Loan Agreement.

     6. The undersigned and Lender intend to conform  strictly to the applicable
usury laws in effect from time to time during the term of the Loan. Accordingly,
if any  transaction  contemplated  by the Loan  Agreement  or this Note would be
usurious under such laws, then  notwithstanding  any other provision hereof: (i)
the aggregate of all interest that is contracted for, charged, or received under
this Note or under any other Loan Document  shall not exceed the maximum  amount
of interest allowed by applicable law, and any excess shall be promptly credited
to the  undersigned by Lender (or, to the extent that such  consideration  shall
have been paid,  such excess shall be promptly  refunded to the  undersigned  by
Lender);  (ii) neither the  undersigned  nor any other Person (as defined in the
Loan Agreement) now or hereafter  liable hereunder shall be obligated to pay the
amount of such  interest  to the  extent  that it is in  excess  of the  maximum
interest  permitted by applicable  law; and (iii) the effective rate of interest
shall be reduced to the Highest Lawful Rate (as defined in the Loan  Agreement).
All sums paid,  or agreed to be paid,  to Lender for the use,  forbearance,  and
detention of the debt of Borrower to Lender  shall,  to the extent  permitted by
applicable law, be allocated throughout the full term of this Note until payment
is made in full so that the actual rate of interest  does not exceed the Highest
Lawful Rate in effect at any particular time during the full term thereof. If at
any time the rate of interest  under this Note exceeds the Highest  Lawful Rate,
the  rate of  interest  to  accrue  pursuant  to this  Note  shall  be  limited,
notwithstanding  anything to the  contrary in this Note,  to the Highest  Lawful
Rate,  but any  subsequent  reductions  in the Base Rate  shall not  reduce  the
interest to accrue pursuant to this Note below the Highest Lawful Rate until the
total amount of interest  accrued  equals the amount of interest that would have
accrued if a varying  rate per annum equal to the  interest  rate under the Note
had at all times been in effect. If the total amount of interest paid or accrued
pursuant  to this Note  under the  foregoing  provisions  is less than the total
amount of interest  that would have accrued if a varying rate per annum equal to
the  interest  rate  under this Note had been in  effect,  then the  undersigned
agrees to pay to Lender an amount equal to the difference between (x) the lesser
of (A) the amount of interest that would have accrued if the Highest Lawful Rate
had at all times been in effect,  or (B) the amount of interest  that would have
accrued if a varying  rate per annum equal to the  interest  rate under the Note
had at all times  been in  effect,  and (y) the  amount of  interest  accrued in
accordance with the other provisions of this Note and the Loan Agreement.



                                       2
<PAGE>

     7. This Note is the "Note" referred to in the Loan Agreement, and is issued
pursuant to the Loan  Agreement.  Reference is made to the Loan  Agreement for a
statement  of the  additional  rights and  obligations  of the  undersigned  and
Lender.  In the  event of any  conflict  between  the terms of this Note and the
terms of the Loan Agreement,  the terms of the Loan Agreement shall prevail. All
of the terms,  covenants,  provisions,  conditions,  stipulations,  promises and
agreements contained in the Loan Documents to be kept, observed and/or performed
by the undersigned are made a part of this Note and are  incorporated  into this
Note by this  reference to the same extent and with the same force and effect as
if they were fully set forth in this Note; the  undersigned  promises and agrees
to keep,  observe  and  perform  them or cause  them to be  kept,  observed  and
performed, strictly in accordance with the terms and provisions thereof.

     8.  Each  party  liable  on this Note in any  capacity,  whether  as maker,
endorser,  surety,  guarantor or otherwise,  (i) waives presentment for payment,
demand,  protest  and  notice  of  presentment,  notice  of  protest,  notice of
non-payment  and notice of dishonor of this debt and each and every other notice
of any kind  respecting  this  Note  and all  lack of  diligence  or  delays  in
collection or enforcement  hereof; (ii) agrees that Lender at any time or times,
without notice to the undersigned or its consent,  may grant extensions of time,
without limit as to the number of the aggregate period of such  extensions,  for
the payment of any principal, interest or other sums due hereunder; (iii) to the
extent  permitted by law,  waives all exemptions  under the laws of the State of
Maryland and/or any state or territory of the United States;  (iv) to the extent
permitted by law,  waives the benefit of any law or rule of law intended for its
advantage  or  protection  as an obligor  under this Note or  providing  for its
release  or  discharge  from  liability  on this Note,  in whole or in part,  on
account of any facts or  circumstances  other than full and complete  payment of
all amounts due under this Note; and (v) agrees to pay, in addition to all other
sums of money due, all cost of collection and attorney's  fees,  whether suit be
brought or not, if this Note is not paid in full when due, whether at the stated
maturity or by acceleration.

     9. No waiver by Lender of any one or more  defaults by the  undersigned  in
the  performance of any of its  obligations  under this Note shall operate or be
construed as a waiver of any future  default or  defaults,  whether of a like or
different  nature.  No failure or delay on the part of Lender in exercising  any
right, power or remedy under this Note (including, without limitation, the right
to declare this Note due and payable)  shall  operate as a waiver of such right,
power or remedy  nor shall any  single or partial  exercise  of any such  right,
power or remedy preclude any other or further  exercise of such right,  power or
remedy or the exercise of any other right, power or remedy.

     10. If any  term,  provision,  covenant  or  condition  of this Note or the
application  of any term,  provision,  covenant or condition of this Note to any
party or circumstance shall be found by a court of competent jurisdiction to be,
to any extent, invalid or unenforceable, then the remainder of this Note and the
application  of such  term,  provision,  covenant,  or  condition  to parties or
circumstances  other than those as to which it is held invalid or unenforceable,


                                       3
<PAGE>

shall not be affected thereby, and each term,  provision,  covenant or condition
shall be valid  and  enforced  to the  fullest  extent  permitted  by law.  Upon
determination that any such term,  provision,  covenant or condition is invalid,
illegal or unenforceable,  Lender may, but is not obligated to, advance funds to
Borrower  under this Note  until  Borrower  and Lender  amend this Note so as to
effect the original  intent of the parties as closely as possible in a valid and
enforceable manner.

     11. No amendment, supplement or modification of this Note nor any waiver of
any provision of this Note shall be made except in writing executed by the party
against whom enforcement is sought.

     12. This Note shall be binding upon the  undersigned and its successors and
assigns.  Notwithstanding  the foregoing,  the undersigned may not assign any of
its rights or delegate any of its obligations  under this Note without the prior
written consent of Lender, which may be withheld in its sole discretion.

     13. Each entity constituting Borrower shall be jointly and severally liable
for all of the  obligations  of  Borrower  under  this  Note and  under the Loan
Agreement.

     14. THIS NOTE IS TO BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE
LAWS OF THE  STATE OF  MARYLAND  WITHOUT  RESPECT  TO ANY  OTHERWISE  APPLICABLE
CONFLICTS-OF-LAWS PRINCIPLES, BOTH AS TO INTERPRETATION AND PERFORMANCE, AND THE
PARTIES  EXPRESSLY  CONSENT AND AGREE TO THE  NON-EXCLUSIVE  JURISDICTION OF THE
COURTS OF THE STATE OF MARYLAND  AND THE UNITED  STATES  DISTRICT  COURT FOR THE
DISTRICT  OF  MARYLAND  AND TO THE  LAYING  OF VENUE IN THE  STATE OF  MARYLAND,
WAIVING ALL CLAIMS OR DEFENSES BASED ON LACK OF PERSONAL JURISDICTION,  IMPROPER
VENUE,  INCONVENIENT  FORUM OR THE LIKE.  BORROWER HEREBY CONSENTS TO SERVICE OF
PROCESS BY MAILING A COPY OF THE SUMMONS TO BORROWER, BY CERTIFIED OR REGISTERED
MAIL,  POSTAGE  PREPAID,  TO BORROWER'S  ADDRESS SET FORTH IN SECTION 9.4 OF THE
LOAN AGREEMENT.  BORROWER FURTHER WAIVES ANY CLAIM FOR CONSEQUENTIAL  DAMAGES IN
RESPECT OF ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY LENDER IN GOOD FAITH.

     15. THE UNDERSIGNED HEREBY (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY,  AND (B) WAIVES ANY RIGHT TO TRIAL
BY JURY FULLY TO THE EXTENT  THAT ANY SUCH RIGHT SHALL NOW OR  HEREAFTER  EXIST.
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN  KNOWINGLY AND VOLUNTARILY BY THE
UNDERSIGNED, AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE
AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY  TRIAL  WOULD  OTHERWISE  ACCRUE.
LENDER IS  HEREBY  AUTHORIZED  AND  REQUESTED  TO SUBMIT  THIS NOTE TO ANY COURT
HAVING  JURISDICTION  OVER THE SUBJECT MATTER AND THE PARTIES  HERETO,  SO AS TO
SERVE AS CONCLUSIVE  EVIDENCE OF THE  UNDERSIGNED'S  WAIVER OF THE RIGHT TO JURY
TRIAL. FURTHER, THE UNDERSIGNED HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT


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<PAGE>

OF LENDER (INCLUDING LENDER'S COUNSEL) HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,
TO ANY  BORROWER  THAT LENDER  WILL NOT SEEK TO ENFORCE  THIS WAIVER OF RIGHT TO
JURY TRIAL PROVISION.

     16. THE  UNDERSIGNED  HEREBY  AUTHORIZES ANY ATTORNEY  ADMITTED TO PRACTICE
BEFORE  ANY COURT OF RECORD IN THE  UNITED  STATES OR THE CLERK OF SUCH COURT TO
APPEAR ON BEHALF OF THE UNDERSIGNED IN ANY COURT IN ONE OR MORE PROCEEDINGS,  OR
BEFORE ANY CLERK THEREOF OF PROTHONOTARY OR OTHER COURT OFFICIAL, AND TO CONFESS
JUDGMENT  AGAINST THE  UNDERSIGNED  IN FAVOR OF LENDER IN THE FULL AMOUNT DUE ON
THIS NOTE (INCLUDING  PRINCIPAL,  ACCRUED INTEREST AND ANY AND ALL CHARGES, FEES
AND COSTS) PLUS  ATTORNEYS'  FEES EQUAL TO FIFTEEN  PERCENT  (15%) OF THE AMOUNT
DUE, PLUS COURT COSTS,  ALL WITHOUT PRIOR NOTICE OR  OPPORTUNITY OF BORROWER FOR
PRIOR HEARING.  THE UNDERSIGNED  AGREES AND CONSENTS THAT VENUE AND JURISDICTION
SHALL BE PROPER IN THE  CIRCUIT  COURT OF ANY COUNTY OF THE STATE OF MARYLAND OR
OF BALTIMORE  CITY,  MARYLAND,  OR IN THE UNITED STATES  DISTRICT  COURT FOR THE
DISTRICT  OF  MARYLAND.  THE  UNDERSIGNED  WAIVES  THE  BENEFIT OF ANY AND EVERY
STATUTE,  ORDINANCE,  OR RULE OF COURT WHICH MAY BE LAWFULLY  WAIVED  CONFERRING
UPON BORROWER ANY RIGHT OR PRIVILEGE OF  EXEMPTION,  HOMESTEAD  RIGHTS,  STAY OF
EXECUTION, OR SUPPLEMENTARY PROCEEDINGS, OR OTHER RELIEF FROM THE ENFORCEMENT OR
IMMEDIATE  ENFORCEMENT OF A JUDGMENT OR RELATED  PROCEEDINGS ON A JUDGMENT.  THE
AUTHORITY  AND POWER TO APPEAR FOR AND ENTER  JUDGMENT  AGAINST THE  UNDERSIGNED
SHALL NOT BE EXHAUSTED BY ONE OR MORE  EXERCISES  THEREOF,  OR BY ANY  IMPERFECT
EXERCISE THEREOF, AND SHALL NOT BE EXTINGUISHED BY ANY JUDGMENT ENTERED PURSUANT
THERETO; SUCH AUTHORITY AND POWER MAY BE EXERCISED ON ONE OR MORE OCCASIONS FROM
TIME TO TIME, IN THE SAME OR DIFFERENT  JURISDICTIONS,  AS OFTEN AS LENDER SHALL
DEEM NECESSARY, CONVENIENT, OR PROPER.


                                       5
<PAGE>

     IN WITNESS WHEREOF,  the undersigned have executed this Note as of the date
first above written.

                                        BORROWER:

ATTEST:                                 RAINTREE HEALTHCARE CORPORATION,
                                        a Delaware corporation


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

ATTEST:                                 BRITWILL HEALTHCARE COMPANY, 
                                        a Delaware corporation


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


ATTEST:                                 BRITWILL FUNDING CORPORATION,
                                        a Delaware corporation


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


ATTEST:                                 CEDAR CARE, INC., an Indiana corporation


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


                                       6
<PAGE>

ATTEST:                                 SHERWOOD HEALTHCARE CORP., an
                                        Indiana corporation


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


ATTEST:                                 BRITWILL INVESTMENTS-I, INC.,
                                        a Delaware corporation


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


ATTEST:                                 BRITWILL INVESTMENTS-II, INC.,
                                        a Delaware corporation


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


ATTEST:                                 BRITWILL INDIANA PARTNERSHIP.,
                                        an Arizona general partnership


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


ATTEST:                                 BROOKSHIRE HOUSE, INC., a Colorado 
                                        corporation (f/k/a Asbury Circle, Inc.)


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


                                       7
<PAGE>

ATTEST:                                 CHRISTOPHER NURSING CENTER, INC., a 
                                        Colorado corporation


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


ATTEST:                                 AMBERWOOD COURT, INC., a Colorado 
                                        corporation (f/k/a Valley Hi, Inc.)


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


ATTEST:                                 THE ARBORS HEALTH CARE 
                                        CORPORATION, an Arizona corporation


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


ATTEST:                                 LOS ARCOS, INC., a Colorado corporation


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


ATTEST:                                 PUEBLO NORTE, INC., a Colorado 
                                        corporation (f/k/a Signature Health Care
                                        of California Corporation)


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




                                       8
<PAGE>

ATTEST:                                 RIO VERDE NURSING CENTER, INC., a 
                                        Colorado corporation


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


ATTEST:                                 SIGNATURE HEALTH CARE 
                                        CORPORATION, a Delaware
                                        corporation


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


ATTEST:                                 SIGNATURE MANAGEMENT GROUP, INC., 
                                        a Colorado corporation


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

                                       9