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                                                                    EXHIBIT 10.3
 
                              SECOND AMENDMENT OF
                             AMENDED AND RESTATED
                                OPERATING LEASE

STATE OF FLORIDA

COUNTY OF CHARLOTTE

     THIS SECOND AMENDMENT OF AMENDED AND RESTATED OPERATING LEASE (this "Second
Amendment") entered into this 19th day of June, 1998, but made effective as of
the Effective Time as defined in that certain Agreement and Plan of Merger dated
as of April 13, 1998, among Paragon Health Network, Inc.,  Paragon Acquisition
Sub, Inc. and Mariner Health Group, Inc. (the "Effective Time"), by and between
PORT CHARLOTTE HEALTHCARE ASSOCIATES, LTD. (L.P.), a Georgia limited partnership
(hereinafter called "Landlord"), and MARINER HEALTH CARE OF NASHVILLE, INC., a
Delaware corporation, successor by merger to Convalescent Services, Inc., a
Georgia corporation (hereinafter called "Tenant").

                                 W I T N E S S E T H :

     WHEREAS, Landlord owns a nursing center located in Port Charlotte, Florida,
formerly known as Palmview but now known as Mariner Health of Port Charlotte
(the "Facility"); and

     WHEREAS, Landlord and Tenant entered into that certain Amended and Restated
Operating Lease dated May 24, 1995, but made effective the 2nd day of January,
1996 (the "Amended and Restated Operating Lease"), pursuant to which the parties
amended and restated the original lease between the parties dated July 1, 1994,
wherein the Landlord leased the Facility to the Tenant; and

     WHEREAS, Landlord and Tenant entered into a First Amendment of the Amended
and Restated Operating Lease, made effective January 2, 1996, making certain
amendments thereto; and

     WHEREAS, Landlord and Tenant desire to further amend the Amended and
Restated Operating Lease as set forth hereinafter, with such amendment to become
effective at the Effective Time.

     THEREFORE, for and in consideration of the mutual benefits to be gained by
the performance hereof, Landlord and Tenant do hereby amend the Amended and
Restated Operating Lease as follows:

     1.  The first sentence of Section 2 of the Amended and Restated Operating
Lease is hereby amended to read as follows: "The Term of this Lease shall begin
at 12 o'clock A.M. on January 2, 1996, and shall continue for a period of
thirteen (13) years and four (4) months from January 2, 1996, unless sooner
terminated as provided hereinafter."

     2.  The first sentence of Subsection 37b.(1) of the Amended and Restated
Operating Lease is hereby amended to read as follows: "Tenant may exercise its
Option granted in this Section 
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37(b)(1) at any time during the 365-day period commencing on the anniversary of
the Lease Date in the year 2006 (the "Purchase Option Date").

     3.  Subject to the amendments set forth herein, the remaining terms and
conditions of the Amended and Restated Operating Lease (as previously amended)
shall remain in full force and effect and are hereby reaffirmed and ratified.

     4.  This Second Amendment shall become effective at, and shall only be
effective from and after, the Effective Time. Prior to the Effective Time, this
Second Amendment shall be of no force or effect. In the event the Effective Time
(as defined above) has not occurred by June 30, 1999, this Second Amendment
shall be null and void.

     IN WITNESS WHEREOF, the parties have duly executed this First Amendment as
of the date hereinabove set forth.

                                    LANDLORD:

                                    PORT CHARLOTTE HEALTHCARE
                                    ASSOCIATES, LTD. (L.P.)



                                    By:___________________________________

                                       General Partner

                                    TENANT:

                                    MARINER HEALTH CARE OF
                                    NASHVILLE, INC.



                                    By:___________________________________
 
                                     Title:_____________________________

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                                 ACKNOWLEDGMENTS

STATE OF GEORGIA
COUNTY OF __________________

     On this the _____ day of ____________, 1998, before me, the undersigned
officer, personally appeared ______________________________, known to me to be
the general partner of the aforesaid limited partnership and the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same as general partner of said partnership for the purposes therein
contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                    _______________________________________

                                    Notary Public


                                              [NOTARIAL SEAL]

                                    My Commission expires:_______________

STATE/COMMONWEALTH OF _____________________
COUNTY OF _____________________

     On this the _____ day of ___________, 1998, before me, the undersigned
officer, personally appeared _______________________________________________,
known to me to be the  _________________________________________ of the
aforesaid corporation and the person whose name is subscribed to the within
instrument as such officer of the aforesaid corporation, and acknowledged that
he executed the same in such capacity on behalf of the corporation for the
purposes therein contained.


                                    _______________________________________

                                    Notary Public


                                              [NOTARIAL SEAL]

                                    My Commission expires:_______________

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