REVOLVING CREDIT NOTE


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

Amount:           $5,000,000

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  $5,000,000.00  or so much thereof as may be outstanding  from time to
time (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 to 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. All Principal and other amounts outstanding under this Note
shall be due and payable on the first  anniversary of the date of this Note. Six
(6) months following the date hereof,  the maximum aggregate amount of Principal
permitted to be outstanding at any time shall be reduced to $4,500,000; and nine
months following the date hereof, the maximum


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aggregate  amount of Principal  permitted to be outstanding at any time shall be
further reduced to $4,000,000. Borrower shall make such payments of Principal as
shall be  necessary  to  comply  with the  foregoing  limits  on the  amount  of
Principal outstanding. Interest due hereunder shall 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.  The Lender is authorized  but
not  required  to record  the date and  amount of each loan  made,  the date and
amount of any payment,  and the balance  hereof on the Grid attached  hereto and
made a part hereof,  and any such recordation  shall, in the absence of manifest
error,  constitute  prima facie  evidence of the accuracy of the  information so
recorded;  provided  however,  that the Lender'  failure to so record  shall not
limit the  obligations of the Borrower  hereunder to pay the amount of all loans
hereunder.

4. Revolving Feature.  Until the day preceding the first anniversary of the date
hereof,  Borrower may borrow and reborrow hereunder at any time, up to a maximum
aggregate amount  outstanding not to exceed at any time the amounts as set forth
in  Paragraph 3, above,  provided,  that all of the  conditions  set forth below
shall have been satisfied as of the date of borrowing.

     (i) Borrower  shall have given Lender at least five (5) days prior  written
notice (the "Notice") of Borrower's intent to borrow under this Note;

     (ii) the Notice shall include the stated purpose for the proceeds  borrowed
under this Note and shall include a certification that no Event of Default shall
have occurred and be continuing;

     (iii)  Borrower shall only be permitted to use the proceeds under this Note
(a) to assist  Borrower in its working  capital needs,  or (b) to provide bridge
financing  for  acquisitions  by  Borrower  approved  by Lender,  or (c) to make
payments due under the Unsecured Credit Note issued by Borrower to Lender, dated
as of November 20, 1996, in the original  principal amount of $3,445,024.00,  as
amended as of the date hereof (the "Initial Note");

     (iv) no Event of Default shall have occurred and be continuing; and

     (v) the minimum amount that may be borrowed at any one time under this Note
shall be $250,000  (the  "Minimum  Draw").  The Minimum Draw may be increased in
$50,000 increments only.

     Lender shall incur no liability for its refusal to advance funds based upon
its  determination  that any  conditions of such further  advances have not been
met.




<PAGE>



5. Waivers, Consents and Covenants.  Borrower, any endorser or guarantor hereof,
or  any  other  party  hereto   (individually   an  "Obligor"  and  collectively
"Olbigors")  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 (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,  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 proceedings or other proceeding, in
such  amount  as may  be  determined  reasonable  by any  arbitrator  or  court,
whichever is applicable.

6.  Idemnifaction.  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. If this Note has a revolving feature and is
secured  by a  mortgage,  Obligors  expressly  consent to the  deduction  of any
applicable taxes from each taxable advance extended by Lender.

7. 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 fifteen days late.

8. 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 or the Initial  Note,  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


<PAGE>



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 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  or  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 an Obligor in any Loan  Documents  or otherwise is or was,
when it was made,  untrue  or  materially  misleading;  (f) the  failure  of any
Obligor 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 or 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 uch 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.

9. 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  immediately  due and  payable  and any  obligation  of  Lender to permit
further borrowing under this Note shall immediately cease and


<PAGE>



terminate,  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  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.

10.  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 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 of 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.

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

12. 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  o validity of such provision as it may apply to other persons or
circumstances.





<PAGE>



13. 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.

14. Controlling  Document.  To the extent that this Note conflicts with or is in
any way incomparable  wit any other document  related  specifically to the loans
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.

15.  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 these loans
are to be used for business  purposes only and are therefore  commercial  loans.
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: ____________________________