AMENDED UNSECURED CREDIT NOTE


Date:             April 30, 1997            Maturity Date:  November 20, 1998

Amount:           $2,870,853.00

Lender:           Integrated Health Services, Inc.
                  10065 Red Run Boulevard
                  Owings Mills, MD  21117

Borrower:         Integrated Living Communities, Inc .
                  24850 Old 41 Road, Suite 10
                  Bonita Springs, FL  34135-7022

--------------------------------------------------------------------------------

FOR VALUE RECEIVED, the undersigned Borrower hereby unconditionally  promises to
pay in immediately  available  funds to the order of Lender,  its successors and
assigns,  at its offices  indicated at the  beginning  of this Note,  or at such
other  place as may be  designated  by Lender from time to time,  the  principal
amount of $2,870,853.00 (the "Principal"), together with interest computed daily
on the outstanding Principal balance hereunder, at the annual interest rate, and
in accordance with the payment schedule indicated below.

1. Rate.  This Note  shall bear  interest  from its date until  maturity  on the
Principal  outstanding  from time to time hereunder at a rate per annum equal to
twelve (12%) percent (the "Interest Rate").

Notwithstanding any provision of this Note, Lender does not intend to charge and
Borrower  shall not be required to pay, any amount of interest or other  charges
in  excess  of the  maximum  permitted  by the  applicable  law of the  State of
Florida.  Any payment in excess of such maximum shall be refunded to Borrower or
credited against principal, at the Lender's option.

2. Accrual Method. Unless otherwise indicated, the Interest Rate set forth above
will be calculated by the  actual/360  day method (a daily amount of interest is
computed for a hypothetical  year of 360 days;  that amount is multiplied by the
actual number of days for which any Principal is outstanding hereunder).

3. Payment Schedule. Repayment of the Principal on this Note shall begin six (6)
months following the date hereof,  in equal monthly  installments  together with
interest  thereon,  until  paid in  full  on the  Maturity  Date.  Interest  due
hereunder shall also be payable on each date that a payment of Principal is made
hereunder,  and monthly in arrears on the first  business  day of each  calendar
month during the term of this Note. Any payment to the Lender hereunder shall be
applied  first to the payment of all accrued  interest and the balance  shall be
applied to  Principal.  Borrower  may  prepay  all or any part of the  remaining
principal  balance of this Note,  including all interest accrued thereon through
the date of such  prepayment,  at any time prior to the  maturity  date  without
penalty or premium.



<PAGE>




4. Waivers, Consents and Covenants.  Borrower, any endorser or guarantor hereof,
or  any  other  party  hereto   (individually   an  "Obligor"  and  collectively
"Obligors")  and each of them  jointly  and  severally:  (a) waive  presentment,
demand,  protest,  notice of demand,  notice of intent to accelerate,  notice of
acceleration  of maturity,  notice of protest,  notice of nonpayment,  notice of
dishonor, and any other notice required to be given under the law to any Obligor
in connection with the delivery, acceptance, performance, default or enforcement
of this Note, any  endorsement or guaranty of this Note, or any other  documents
executed in connection with this Note, or any other note or other loan documents
now or  hereafter  executed in  connection  with any  obligation  to Borrower to
Lender including, without limitation, the Revolving Credit Note, dated as of the
date hereof,  issued by Borrower to the Lender in an aggregate  principal amount
not to exceed  $5,000,000  (the "Loan  Documents");  (b)  consent to all delays,
extensions,  renewals or other modifications of this Note or the Loan Documents,
or waivers of any term hereof or of the Loan Documents,  or release or discharge
by Lender of any Obligors, or release or discharge by Lender of any Obligors, or
release, substitution or exchange of any security for the payment hereof, or the
failure to act on the part of the Lender,  or any indulgence shown by the Lender
(without  notice to or further assent from any of the Obligors),  and agree that
no such action, failure to act or failure to exercise any right or remedy by the
Lender shall in any way affect or impair the  obligations  of any Obligors or be
construed as a waiver by the Lender, or otherwise affect, any of Lender's rights
under this Note,  under any endorsement or guaranty of this Note or under any of
the Loan Documents;  and (c) agree to pay, on demand,  all costs and expenses of
collection  or defense of this Note or of any  endorsement  or  guaranty  hereof
and/or the  enforcement  or defense of Lender's  rights with  respect to, or the
administration,  supervision,  preservation,  or protection  of, or  realization
upon,  any  property  securing  payment  hereof,   including,  with  limitation,
reasonable attorney's and paralegal's fees and expenses,  including fees related
to  any  suit,  mediation  or  arbitration  proceeding,  out  of  court  payment
agreement,  trial,  appeal,  bankruptcy  proceeds,  or other  proceeding in such
amount as may be determined reasonable by any arbitrator or court,  whichever is
applicable.

5.  Indemnification.  Obligors agree to promptly pay,  indemnify and hold Lender
harmless from all State and Federal taxes of any kind and other liabilities with
respect to or resulting from the execution  and/or  delivery of this Note or any
advances made pursuant to this Note.

6. Delinquency  Charge. To the extent permitted by law, a delinquency charge may
be imposed in an amount not to exceed four (4%)  percent of any payment  that is
more than fifteeen days late.

7. Events of Default:  Upon the occurrence of any of the  following,  Lender may
declare an "Event of  Default"  to exist:  (a) the failure to pay or perform any
obligation,  liability  or  indebtedness  of any  Obligor to  Lender,  or to any
affiliate or subsidiary of Integrated Health Services,  Inc., whether under this
Note or any Loan Documents, as and when due (whether upon demand, at maturity or
by  acceleration);  (b) the  failure  to pay or  perform  any other  obligation,
liability  or  indebtedness  of any Obligor to any other party when due (whether
upon  demand,  at  maturity  or by  acceleration);  (c)  the  commencement  of a
proceeding  against any Obligor for dissolution or liquidation,  the voluntarily
or  involuntary  termination  or  dissolution  of any  Obligor  or the merger or
consolidation of any Obligor with or into another entity; (d) the insolvency of,
the business failure of, the appointment


<PAGE>



of a  custodian,  trustee,  or receiver  for or for any of the  property of, the
assignment  for the benefit of creditors  by, or the filing of a petition  under
bankruptcy,  insolvency  or debtor's  relief law or the filing of a petition for
any  adjustment  of  indebtedness,  composition  or  extension by or against any
Obligor  ; (e) the  determination  by the  Lender  that  any  representation  or
warranty made to the Lender by any Obligor in any Loan Documents or otherwise is
or was, when it was made,  untrue or materially  misleading;  (f) the failure of
any Obligor to timely deliver such financial statements,  including tax returns,
other statements of condition or other information, as Lender shall request from
time to time; (g) the entry of a judgment against any Obligor which Lender deems
to be a  material  nature,  in  Lender's  sole  discretion;  (h) the  seizure or
forfeiture  of,  or the  issuance  of any  writ of  possession,  garnishment  or
attachment,  or any  turnover  order for any  property of any  Obligor;  (i) the
determination  by Lender  that a material  adverse  change has  occurred  in the
financial  condition of any Obligor;  (j) the failure of Borrower's  business to
comply with any law or regulation controlling its operation;  or (k) a Change in
Control of the Borrower shall occur.  For purposes hereof, a "Change in Control"
of the Borrower  shall mean the occurrence of any of the following  events:  (i)
any  party  or two or  more  parties  acting  in  concert  shall  have  acquired
beneficial  ownership,  directly or  indirectly,  of, or shall have  acquired by
contract or  otherwise,  or shall have  entered  into a contract or  arrangement
that,  upon  consummation,  will result in its or their  acquisition of, control
over, Voting Stock of Borrower (or other securities convertible into such Voting
Stock) representing 25% or more of the combined voting power of all Voting Stock
of  Borrower,  (ii) Lender shall fail to own and have the right to vote at least
25% of the  outstanding  Voting Stock of Borrower  determined on a fully diluted
basis after giving  effect to the  conversion  and  exercise of all  outstanding
warrants,  options and other securities of Borrower that are convertible into or
exercisable  for Voting Stock of Borrower  (whether or not such  securities  are
then currently convertible or exercisable),  (iii) during any period of up to 24
consecutive  months,  commencing after the Closing Date,  individuals who at the
beginning of such 24-month period were directors of Borrower  (together with any
new director whose election by Borrower's Board of Directors or whose nomination
for  election  by  Borrower's  shareholders  was  approved by a vote of at least
two-thirds  of the directors  then still in office who either were  directors at
the beginning of such period or whose  election or  nomination  for election was
previously  so  approved)  cease for any reason to  constitute a majority of the
directors of Borrower then in office or (iv) Borrower shall fail to own and have
the  right  to vote  100%  of the  outstanding  Voting  Stock  of the  Borrower,
determined on a fully diluted  basis after giving effect to the  conversion  and
exercise  of all  outstanding  warrants,  options  and other  securities  of the
Borrower  that are  convertible  into or  exercisable  for  Voting  Stock of the
Borrower. As used herein, "beneficial ownership" shall have the meaning provided
in Rule 13d-3 of the  Securities  and Exchange  Commission  under the Securities
Exchange Act of 1934.

8. Remedies Upon Default. Whenever there is Event of Default under this Note (a)
the  entire  balance  outstanding  hereunder  and all other  obligations  of any
Obligor to Lender  (however  acquired or evidenced)  shall, at the option of the
Lender become  immediately due and payable and/or (b) to the extent permitted by
law, the Interest  Rate on the unpaid  Principal  shall be increased at Lender's
discretion  up to the  Interest  Rate plus five (5%)  percent per annum,  or the
maximum  rate  allowed by law,  whichever  is lower (the  "Default  Rate").  The
provisions  herein for a Default  Rate shall not be deemed to extend the time of
any payment hereunder or to constitute a "grace period" giving


<PAGE>



Obligors a right to cure any default. At Lender's option, any accrued and unpaid
interest,  fees or charges may, for purposes of computing and accruing  interest
on a daily basis after the due date of the Note or any installment  thereof,  be
deemed to be a part of the  Principal  balance,  and Interest  shall accrue on a
daily compounded basis after such date at the Default Rate provided in this Note
until the entire outstanding  balance of Principal and interest is paid in full,
and all such interest thereon shall  thereafter be due on demand.  Upon an Event
of Default  under this Note,  Lender is hereby  authorized  at any time,  at its
option and without  notice of demand,  to set off and charge against any deposit
accounts  of any  Obligor  (as  well  as  any  money,  instruments,  securities,
documents,  chattel  paper,  credits,  claims,  demands,  income  and any  other
property,  rights and  interests of any  Obligor),  which at any time shall come
into the  possession  or  custody  or under the  control of Lender or any of its
agents,  affiliates or  correspondents,  any and all  obligations due hereunder.
Additionally,  Lender shall have all rights and remedies available under each of
the Loan  Documents,  as well as all rights  and  remedies  available  law or in
equity.  Any judgment  rendered on this Note shall bear  interest at the highest
rate of interest permitted pursuant to Chapter 687, Florida Statutes.

9.  Non-Waiver.  The  failure at any time of the Lender to  exercise  any of its
options or any other rights hereunder shall not constitute a waiver thereof, nor
shall it be a bar to the  exercise  of any of its  options  or rights at a later
date.  All rights and  remedies  of the Lender  shall be  cumulative  and may be
pursued  singly,  successively  or  together  at the option of the  Lender.  The
acceptance by Lender of any partial payment shall not constitute a waiver of any
default or of any of  Lender's  rights  under  this  Note.  No waiver of any its
rights hereunder,  and no modification or amendment of this Note shall be deemed
to be made by Lender unless the same shall be in writing,  duly signed on behalf
of  Lender;  each such  waiver  shall  apply only with  respect to the  specific
instance  involved,  and shall in no way  impair the rights of the Lender or the
obligations of Obligors to Lender in any respect at any other time.

10.  Applicable  Law,  Venue  and  Jurisdiction.  This Note and the  rights  and
obligations  of Borrower  and Lender  shall be governed  by and  interpreted  in
accordance with the law of the State of Florida.

11. Partial  Invalidity.  The  enforceability  or invalidity of any provision of
this Note shall not affect the enforceability or validity of any other provision
herein and the invalidity or  unenforceability  of any provision of this Note or
of the Loan  Documents  to any  person or  circumstances  shall not  affect  the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

12. Binding Effect.  This Note shall be binding upon and inure to the benefit of
Borrower, Obligors and Lender and the respective successors,  assigns, heirs and
personal representatives,  provided, however, that no obligations of Borrower or
Obligors hereunder can be assigned without the prior written consent of Lender.


<PAGE>





13. Controlling  Document.  To the extent that this Note conflicts with or is in
any way incomparable  with any other document  related  specifically to the loan
evidenced by this Note,  this Note shall  control over any other such  document,
and if the Note does not address an issue,  then each other such document  shall
control to the extent that it deals most  specifically  with an issue. This Note
replaces,  amends and supersedes the Unsecured  Credit Note,  dated November 20,
1996,  issued  by  Borrower  to  Lender  in the  original  principal  amount  of
$3,445,024.00.

14.  Notwithstanding  any provisions to the contrary contained herein, this Note
and all renewals,  extensions  and  modifications  hereof,  are and shall remain
subject to the terms of that certain Subordination Agreement,  dated as of April
9, 1997 ( the "Subordination Agreement") among NationsBank, N.A. (South), Lender
and Borrower,  as amended.  Each transferee of this Note, by acceptance of same,
absolutely  agrees  to be bound by all of the  provisions  of the  Subordination
Agreement.

Borrower  represents  and  warrants to the Lender that the proceeds of this loan
are to be used for business  purposes  only and is therefore a commercial  loan.
Borrower acknowledges having read and understood, and agrees to be bound by, all
terms and  conditions of this Note and hereby  executes this Note as of the date
here above-written.

This  written  promissory  note may not be  contradicted  by  evidence of prior,
contemporaneous,  or subsequent  oral  agreements  of the parties.  There are no
unwritten oral agreements between the parties with respect to the subject matter
of this Note.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this Note on the date
first above written.

                                   INTEGRATED LIVING
                                   COMMUNITIES, INC.



                                   By: ________________________________

                                   Title: ______________________________