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                                                                   EXHIBIT 10.65

                     AMENDED AND RESTATED PROMISSORY NOTE

Costa Mesa, California                           Original Date:  August 29, 1997
                                  Amended and Restated Date:  September __, 1997


     For value received, the undersigned, HEARTHSIDE SKILLED NURSING FACILITY,
LLC, a Delaware limited liability company ("BORROWER"), promises to pay to the
order of G&L REALTY PARTNERSHIP, L.P., a Delaware limited partnership
("LENDER"), at 439 North Bedford Drive, Beverly Hills, California 90210 or at
any other place that may be designated in writing by Lender, the principal sum
of One Million Nine Hundred Thirty-Four Thousand, Three Hundred Twenty-Five
Dollars and No/Cents ($1,934,325.00) ("LOAN AMOUNT"), with interest as set forth
herein (calculated on the basis of a 360-day year). All sums due are payable in
lawful money of the United States of America. The principal sum will bear
interest at the London Interbank Offered Rate fixed for 30-day maturities
("LIBOR") (as defined below) plus 650 basis points.

     This Amended and Restated Promissory Note ("Note") amends and completely
restates that certain Promissory Note dated August 29, 1997, ("ORIGINAL NOTE")
in the original principal sum of $1,934,325.00 by Borrower (erroneously referred
to therein as Hearthside Skilled Nursing Center, LLC) in favor of Lender,
pursuant to the terms of an agreement dated August 29, 1997 between Lender and
Borrower concerning modification of loan documents.  All interest accrued but
unpaid on the Original Note shall hereafter be deemed for all purposes to be due
and payable hereunder and with respect hereto.  All principal disbursed under
the Original Note shall be deemed for all purposes to have been disbursed to the
undersigned hereunder.

     LIBOR shall mean for 30-day maturities an interest rate per annum which is
the arithmetic mean (rounded upward to the nearest whole multiple of one-
sixteenth of one percent) of the respective London Interbank Offered Rates
offered to the principal office of Bank of America in London, England, by prime
banks in the London interbank market at 11:00 a.m. (London time), two business
days (defined as a day of the year on which dealings are carried on in the
London interbank market and banks are open for business in London and not
required or authorized to close in New York City) before the first day of such
30-day maturity period, for a period equal to such 30-day maturity period.

     This Note is secured by, among other things, a certain Amended and Restated
Deed of Trust, Security Agreement, and Fixture Filing, with Assignment of Rents
and Agreements dated as of the same date as this Note, executed by Borrower, as
trustor, in favor of Lender, as beneficiary ("DEED OF TRUST"), and encumbering
the real property described in the Deed of Trust ("PROPERTY").  The holder of
this Note will be entitled to the benefits of the security provided by the Deed
of Trust and will have the right to enforce the covenants and agreements of
Borrower contained in the Deed of Trust.

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     Borrower will pay to Lender the principal amount of this Note, and accrued
interest, as follows:

     Borrower will make an initial payment of interest only at the LIBOR rate
plus 650 basis points as determined by Lender, in accordance with the LIBOR
definition herein, and communicated in writing to Borrower prior to the initial
interest payment date, on the first day of the first month after the date of
disbursement of the Loan Amount, covering interest accrued on this Note from the
date of disbursement of the Loan Amount to the end of the month in which the
disbursement of the Loan Amount will occur.  After that, Borrower will make
monthly payments of interest only (at the LIBOR rate communicated in writing to
Borrower prior to the interest payment date, plus 650 basis points), on the
first day of the second month after the date of disbursement of the Loan Amount
and the first day of each succeeding month after that.

     The entire unpaid principal balance of this Note, together with all accrued
and unpaid interest, will be due on February 1, 1998 ("MATURITY DATE").  The
Maturity Date may be extended to March 1, 1998, by the payment to Lender of the
sum of $9,671.63 on or before February 1, 1998.  If the due date is so extended,
it may be further extended to April 1, 1998, by the payment to Lender of an
additional sum of $9,671.63 on or before March 1, 1998.  If the due date is so
extended, it may be further extended to May 1, 1998, by the payment to Lender of
an additional sum of $9,671.63 on or before April 1, 1998.  If the due date is
so extended, it may be further extended to June 1, 1998, by the payment to
Lender of an additional sum of $9,671.63 on or before May 1, 1998.  If the due
date is so extended, it may be further extended to July 1, 1998, by the payment
to the Lender of an additional sum of $9,671.63 on or before June 1, 1998.  If
the due date is so extended, it may be further extended to August 1, 1998, by
the payment to the Lender of an additional sum of $9,671.63 on or before July 1,
1998.  The aforementioned extension payments shall not be applied to principal
and interest otherwise owing under the terms of this Note.

     In the event Lender fails to notify Borrower of the applicable LIBOR rate
before a date when interest is payable, the LIBOR rate previously determined by
Lender and communicated in writing to Borrower shall apply, and, if necessary,
for the next following interest payment date an adjustment will be made in the
interest payment amount payable by Borrower hereunder based upon the difference,
if any, in the LIBOR rate actually in effect during such period in question and
the LIBOR rate paid.

     If the LIBOR rate is unavailable for a date when interest on any portion of
the loan outstanding is to be determined and paid, the Lender and Borrower shall
negotiate in good faith with a view to adopting a substitute rate or rates of
interest for loan amounts outstanding.

     If Borrower fails to make any required payment on or before five (5) days
following the date on which it becomes due, Borrower will pay, at Lender's
option, a late charge equal to five percent (5%) of the amount of the unpaid
payment.

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     From and after the Maturity Date, or an earlier date on which all sums
owing under this Note become due by acceleration or otherwise, all sums owing
under this Note will bear interest until paid in full at a rate equal to five
percent (5%) per annum in excess of the rate of interest specified above
("DEFAULT RATE").

     All payments on this Note will be applied first to the payment of any
costs, fees, late charges, or other charges incurred in connection with the
indebtedness evidenced by this Note; next, to the payment of accrued interest;
then to the reduction of the principal balance; or in any other order that
Lender requires.

     If:

           (a) Borrower fails to pay when due any sums payable under this Note;
     provided that such failure continues for five (5) business days after
     written notice of such default;

           (b) an Event of Default (defined in the Deed of Trust) occurs; or

           (c) any other event or condition occurs that, under the terms of the
     Deed of Trust, gives rise to a right of acceleration of sums owing under
     this Note,

then Lender, at its sole option, will have the right to declare all sums owing
under the Note immediately due. However, if any document related to this Note
provides for the automatic acceleration of payment of sums owing under this
Note, all sums owing will be automatically due in accordance with the terms of
that document.

     Borrower will have the right to pay, without penalty or premium, on any
monthly payment date, all or any portion of the outstanding principal amount of
this Note prior to the Maturity Date on not less than five (5) days' prior
written notice to Lender.  Lender will apply all prepayments first to the
payment of any costs, fees, late charges, or other charges incurred in
connection with the indebtedness evidenced by this Note; next, to the payment of
accrued interest; then to the outstanding principal amount of this Note in
inverse order of maturity, or, at the option of Lender, in the regular order of
maturity; or in any other order that Lender requires.

     Borrower will pay to Lender all sums owing under this Note without
deduction, offset, or counterclaim of any kind. The relationship of Borrower and
Lender under this Note is solely that of borrower and lender, and the loan
evidenced by this Note and secured by the Deed of Trust will in no manner make
Lender the partner or joint venturer of Borrower.

     If any attorney is engaged by Lender to enforce or construe any provision
of this Note, the Deed of Trust or the other Loan Documents (defined in the Deed
of Trust) or as a consequence of any Event of Default, with or without the
filing of any legal action or proceeding, then Borrower will immediately pay to
Lender on demand all attorney fees and other costs incurred by Lender, including
attorneys' fees and costs at trial, upon appeal or

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any petition for review, together with interest from the date of the demand
until paid at the Default Rate.

     No previous waiver or failure or delay by Lender in acting with respect to
the terms of this Note, the Deed of Trust, or the other Loan Documents will
constitute a waiver of any breach, default, or failure of condition under this
Note, the Deed of Trust, or the other Loan Documents. A waiver of any term of
this Note, the Deed of Trust, or the other Loan Documents must be made in
writing and will be limited to the express written terms of the waiver. If there
are any inconsistencies between the terms of this Note and the terms of any of
the other Loan Documents, the terms of this Note will prevail.

     All notices required or permitted in connection with this Note will be in
writing and will be given at the place and in the manner provided in the Deed of
Trust for the giving of notices.

     If this Note is executed by more than one person or entity as Borrower, the
obligations of each person or entity will be joint and several. No person or
entity will be a mere accommodation maker, but each will be primarily and
directly liable. Borrower waives presentment; demand; notice of dishonor; notice
of default or delinquency; notice of acceleration; notice of protest and
nonpayment; notice of costs, expenses, or losses and interest; notice of
interest on interest and late charges; and diligence in taking any action to
collect any sums owing under this Note or in proceeding against any of the
rights or interests to properties securing payment of this Note. Time is of the
essence with respect to every provision of this Note. This Note will be
construed and enforced in accordance with the laws of the state in which the
Property is located, except to the extent that federal laws pre-empt state law,
and all persons and entities in any manner obligated under this Note consent to
the jurisdiction of any federal or state court where the Property is located
having proper venue and also consent to service of process by any means
authorized by the state court where the Property is located or federal law.

     Borrower (and the undersigned representative of Borrower, if any)
represents that Borrower has full power, authority and legal right to execute,
deliver and perform its obligations pursuant to this Note and the other Loan
Documents and that this Note and the other Loan Documents constitute valid and
binding obligations of Borrower.

     BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF
RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT
ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS,
OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY
BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE
AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  LENDER IS
HEREBY

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AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE
EVIDENCE OF THIS WAIVER BY BORROWER.

     In the event any one or more of the provisions of this Note shall for any
reason be held to be invalid, illegal or unenforceable, the same shall not
affect any other provision of this Note and the remaining provisions of this
Note shall remain in full force and effect.

     No waiver or modification of any of the terms or provisions of this Note
shall be valid or binding unless set forth in a writing signed by a duly
authorized officer of Lender, and then only to the extent therein specifically
set forth. Whenever used, the singular number shall include the plural, the
plural the singular, and the words "Borrower" and "Lender" shall include their
respective successions, assigns, heirs, executors and administrators.

     UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDER TO
BE ENFORCEABLE.



                              BORROWER:

                              HEARTHSIDE SKILLED NURSING FACILITY, LLC,
                              a Delaware limited liability company



                              By: /s/ Johann Keil
                                 ----------------------------------------------

                              Name: JOHANN KEIL
                                   --------------------------------------------

                              Title: Member
                                    -------------------------------------------

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