EXHIBIT 10.1

Exhibit 10.1


SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED PROMISSORY NOTE

THIS SECOND AMENDMENT (THE "AMENDMENT") TO THE SECOND AMENDED AND RESTATED
PROMISSORY NOTE (THE "NOTE") IS MADE AS OF THE 19TH DAY OF OCTOBER 2003, BY CLC
HEALTHCARE, INC., A NEVADA CORPORATION (FORMERLY KNOWN AS LTC HEALTHCARE, INC.,
FORMERLY KNOWN AS LTC EQUITY HOLDING COMPANY, INC.), AS MAKER ("MAKER"), IN
FAVOR OF LTC PROPERTIES, INC., A MARYLAND CORPORATION, AS PAYEE ("PAYEE") WHICH
NOTE FOR $20,000,000.00 DATED JUNE 8, 2001 SUPERSEDED AND REPLACED THAT CERTAIN
AMENDED AND RESTATED PROMISSORY NOTE DATED MARCH 30, 1998 MADE BY MAKER IN FAVOR
OF PAYEE, WITH REFERENCE TO THE FOLLOWING FACTS:

RECITALS

A. As of the date hereof, Maker certifies, acknowledges and agrees the
outstanding principal balance of the Note is $8,867,082.74 as of September 30,
2003.

B. Payee and certain of its wholly-owned subsidiaries, as landlord, and
certain wholly owned subsidiaries of Maker (hereinafter "Subsidiaries"), as
lessee, are parties to certain leases. Maker's Subsidiaries have failed to make
rental payments as and when due up through September 30, 2003 under such leases
in the total amount of $2,400,000.00, and has requested, and Payee has agreed,
to forbear from exercising Payee's rights and remedies under such leases with
respect to such rental payments;

C. Payee and Healthcare Holdings, Inc. ("HHI"), its wholly-owned
subsidiary, have requested a waiver of Provision 5 "Change of Control" in the
Note and Provision 7 "Change of Control" in the Promissory Note, as amended,
between Payee and HHI only for the purpose of allowing Payee to satisfy certain
conditions to the Agreement and Plan of Merger among Payee, Center Healthcare,
Inc. and CHMS, Inc. dated October 6, 2003.

D. For good and valuable consideration, including without limitation,
Payee's agreement to reduce the interest rate and amend interest terms, extend
the due date and waive the provisions noted in C above, Maker is executing and
delivering this Amendment to Payee.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, Maker and Payee agree as follows:

1. Recitals and Definitions. The above recitals are incorporated herein by
reference. All capitalized terms not otherwise defined herein shall have the
same meaning as set forth in the Note and/or Security Documents.

2. Amount. The Note is hereby amended to a principal balance at September
30, 2003 of $8,867,082.74. Such amount includes Principal in the amount of
$6,069,310.00, accrued interest of $397,772.74 and unpaid rents of
$2,400,000.00. In installments as herein stated, for value received, Maker
hereby promises to pay to the order of Payee, at Payee's principal place of
business in Malibu, California, or such other place as Payee may from time to
time designate, the


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principal balance, with interest accruing on the principal amount from time to
time outstanding from the date hereof to and including the Maturity Date (as
defined below) at a rate equal to (i) Eight Percent (8%) per annum calculated in
the manner noted in 4(a) below. Principal shall be pre-payable at any time. All
principal and accrued but unpaid interest shall be due on or before October 1,
2008 (the "Maturity Date"). Principal, interest and all other sums due hereunder
shall be payable in lawful money of the United States.

3. This Amendment converts the Note from a secured line of credit to a
secured term note in the principal amount of $8,867,082.74 as of September 30,
2003.

4. Payments.

(a) Payments of Interest. Payments of interest only under the Note
shall be made in the following manner (i) for the period from October 1, 2003
through September 30, 2004 the Note will accrue to principal paid-in-kind
interest at the rate of 8% per annum, compounded monthly, therefore accruing to
a balance of $9,603,046.23 in principal at September 30, 2004 and (ii) beginning
October 1, 2004 interest shall be paid quarterly in arrears, at a rate of 8% per
annum, compounded monthly, thereby establishing January 1, 2005 as the first
cash interest payment date.

(b) Payments on Maturity Date. Assuming no acceleration by Payee and
no prepayment in full of the Loan by Maker, on the Maturity Date, Maker shall
pay to Payee the entire outstanding principal balance, accrued and unpaid
interest and any and all other outstanding charges, fees or amounts owing to
Payee by Maker under the Note.

Paragraph 5 of the First Amendment to the Note, entitled "Restrictive
Covenants," is hereby deleted and replaced by the language as set forth in this
Paragraph 5:

5. Restrictive Covenants. Maker hereby covenants and agrees with Payee
that, for so long as the obligations of Maker under the Note remain outstanding,
or Payee has any obligation to make advances under the Note, Maker will comply
with all of the following:

(a) Maker will not, and will not permit any subsidiary of Maker to,
create, assume, incur or suffer to exist any lien or encumbrance of any kind,
upon all or any portion of the Collateral (as defined in the Security
Documents).

(b) Maker will not, and will not permit any subsidiary to, directly
or indirectly, incur, create, issue, assume, purchase or suffer to exist any
debt, other than debt under the Note.

(c) Maker will not, and will not permit any subsidiary to (i) lease,
assign or sell all or substantially all of its property or business to any other
Person (as hereinafter defined), (ii) merge or consolidate with or into any
other Person, (iii) purchase or lease or otherwise acquire all or substantially
all of the assets of any other Person, (iv) sell, transfer, pledge or otherwise
dispose of capital stock in any of its subsidiaries, (v) liquidate, suspend or
dissolve its business operations, (vi) change its name, identity or corporate,
partnership or other structure, or (vii) change the current principal place of
business or chief executive office, in each case without the prior written
consent of Payee.


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6. No Further Changes. Except as expressly set forth in this Amendment,
the Note remains unchanged and in full force and effect and is hereby ratified
and affirmed. If there is any inconsistency between the provisions, terms and
conditions of this Amendment and the provisions, terms and conditions of the
Note, the provisions, terms and conditions of this Amendment shall prevail in
each and every instance.

7. Counterparts. This Amendment may be executed in counterparts, each of
which shall be an original, but such counterparts shall together constitute one
and the same instrument. Signatures on this Amendment conveyed via facsimile
transmission shall be binding upon the parties who signed the Amendment.

8. No Waiver of Default(s). To the extent any Event of Default exists
under the Note as of the date hereof (or any event has occurred, which with the
giving of notice or the passage of time would constitute an Event of Default),
the making and entering into this Amendment shall not be deemed to be a waiver
by Payee of any such Event of Default (or any event which, with the giving of
notice or the passage of time, would constitute an Event of Default). Payee
reserves all of its rights and remedies pertaining to any such Event(s) of
Default and/or default(s).

9. Governing Law. This Amendment shall be governed by the laws of the
state of California.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

MAKER:

CLC HEALTHCARE, INC.,
A NEVADA CORPORATION



By: /s/ Andrew Kerr
---------------------------------
Name: Andrew Kerr
Its: Chief Financial Officer

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