CAMELOT VILLAGE AT HUNTINGTON
                    AMENDED AND RESTATED MANAGEMENT AGREEMENT


         AGREEMENT  entered  into as of the 30th day of September  1996,  by and
between CAMELOT RETIREMENT HOMES, INC., a New York corporation  ("Sponsor") with
offices at 4 Cedar Swamp Road,  Glen Cove,  New York 11542;  and UVH  MANAGEMENT
CORP., a Florida  corporation  ("Manager"),  with offices at 4 Cedar Swamp Road,
Glen Cove, New York 11542.


                              W I T N E S S E T H:


         WHEREAS,  Manager is a firm providing advisory and management  services
to sponsors of senior retirement facilities; and

         WHEREAS, Sponsor wishes to employ the management services of Manager in
connection with the operation of a proposed 122-unit assisted living facility to
be located in  Huntington,  New York on the land  described  on Schedule  "A" of
First American Title Insurance  Company Report No. 151-S-1217  ("Project"),  and
Manager wishes to supply such services;

         NOW, THEREFORE, the parties do hereby agree as follows:

I.    RESPONSIBILITIES.

      A.   On behalf of Sponsor,  Manager  shall  supervise the operation of the
           Project.

           1.   As owner and  operator,  it is  understood  that  Sponsor  shall
                establish policies and objectives for the Project.

           2.   Manager  shall  provide  consultant  and  management   services,
                install  operating   procedures,   and  oversee  the  day-to-day
                operations,  all subject to and in accordance  with the budgets,
                policies,  and guidelines  established by Sponsor,  from time to
                time.

           3.   Manager shall recruit and train a Chief  Administrative  Officer
                (who shall serve at the pleasure of Manager) and key  department
                heads for the Project,  and, as needed, shall terminate them and
                recruit  and  train  their  replacements,  all of whom  shall be
                employees of Sponsor.

           4.   Manager shall  supervise the occupancy  development,  licensing,
                equipping,  staffing, and start-up of the Project. Manager shall
                develop,  install, and maintain operating  procedures,  systems,
                and  controls in the Project  for the  purpose of  providing  an
                efficient  operation,  on  a  fiscally  sound  basis,  providing
                quality  services  for  the  benefit  of  the  residents  of the
                Project.  Manager shall provide  recommendations  for the safety
                and insurance programs for Sponsor.


<PAGE>
           5.   Manager shall  prepare  annual  budgets for revenue  expense and
                cash  flow for the  Project.  The  first  such  budget  shall be
                prepared prior to the commencement of operations of the Project.
                A new budget  shall be  prepared at least one month prior to the
                commencement of each new fiscal year for the Project.

      B.   FINANCIAL  CONTROL.  Manager shall  establish and operate a system of
financial control for the Project as follows:

           1.   During the period immediately prior to commencement of operation
                of  the  Project,   Manager  shall  assist  in  setting  up  the
                bookkeeping system in the administrative offices of the Project,
                and in  training  the  Project  bookkeeper  employed by Sponsor.
                Subsequent  to  occupancy  of  the  Project,  the  receipts  and
                disbursements  for the  Project  shall be handled at the site of
                the Project by the Project's  bookkeeper.  Manager shall arrange
                for computational  services to prepare statements for Sponsor of
                revenues and expenses, assets and liabilities, and cash flow.

           2.   Each month Manager shall arrange for the preparation for Sponsor
                of operating  ratios and other  analytical  information  for the
                Project.

      C.   INDEMNITY.  Manager shall indemnify and hold harmless Sponsor and its
officers,  directors, agents and employees from and against all claims, damages,
losses,  liabilities and expenses,  including reasonable attorney's fees arising
out of or resulting from the  performance by Manager of its  undertakings  under
this Agreement, provided that any such claim, damage, loss, liability or expense
is caused in whole or in part by any  negligent  act or  omission  of Manager or
anyone for whose acts or omissions Manager may be liable.


II.   SPONSOR'S RESPONSIBILITIES.

      A.   LEGAL SERVICES.  Manager shall not perform or have the responsibility
           for  the  performance  of  legal  services  in  connection  with  the
           obligations arising hereunder.  Sponsor shall obtain legal counsel at
           its cost to perform such legal services.

      B.   AUDITORS.  Sponsor  shall  employ a certified  public  accountant  at
           Sponsor's cost to perform annual audits, to prepare tax returns,  and
           to  prepare  any  other   reports   required  for  federal  or  state
           bureaucracies which require certification.  While Sponsor's certified
           public accountant shall be directly  responsible to Sponsor, he shall
           be expected to cooperate with and assist  Manager in the  development
           and maintenance of the bookkeeping and financial control systems.

      C.   COORDINATION.  In order to assure proper coordination,  Sponsor shall
           issue orders concerning the Project through Manager.

      D.   OPERATING  COSTS.  Sponsor  shall be  responsible  for all  operating
           costs, wages, salaries, expenses, fees and losses of the Project.


                                        2

<PAGE>
      E.   INDEMNITY.  Sponsor shall indemnify and hold harmless Manager and its
           officers,  directors,  agents  and  employees  from and  against  all
           claims, damages, losses and expenses, including reasonable attorney's
           fees  arising  out of or  resulting  from  the  performance  of  this
           Agreement,  provided that any such claim,  damage, loss or expense is
           caused in whole or in part by any  negligent  act or  omission of the
           Sponsor,  or anyone for whose acts or  omissions  the  Sponsor may be
           liable.

III.  TERM.

      This Agreement shall commence on the 1st day of the 1st month of occupancy
of the Project and shall  continue  until the end of the  sixtieth  (60th) month
thereafter,  and from month to month thereafter  unless  terminated  pursuant to
paragraph A or B below.

      A.   TERMINATION ON NOTICE. During the period after the aforesaid sixtieth
           (60th) month, either party may terminate this Agreement by giving the
           other party written  notice of its desire to terminate.  In the event
           of such notice, termination shall take effect at the end of the sixth
           month  following  the month  during  which the notice to terminate is
           received by the party to whom it is addressed.

           (Example:  If the  termination  notice is received on December 2, the
           termination will take effect on June 30 of the following year.)

      B.   TERMINATION  FOR CAUSE.  This  Agreement  may be terminated by either
           party in the event that the other  party  files or has a petition  or
           complaint in  receivership  or bankruptcy  filed against it which has
           not been  dismissed  sixty (60) days of such filing,  or in the event
           that the other party fails to perform the obligations imposed upon it
           under  this  Agreement.  In the event  that  either  party  elects to
           terminate  this  Agreement as a result of the occurrence of any event
           specified in the  preceding  sentence,  it shall give the other party
           written notice,  and such termination shall be effective fifteen (15)
           days after the mailing  thereof  unless the  grounds for  termination
           have been remedied by the other party prior to that date.

IV.   COMPENSATION.

      A.   AMOUNT.  In  consideration  of the management  services  contemplated
           hereunder, Sponsor shall pay to Manager a fee equal to the greater of
           five  percent  (5%) of the gross  operating  income of the Project or
           Three  Thousand  Dollars  ($3,000),  payable  on the last day of each
           month,  commencing with the first month during which residents occupy
           the Project and ending on the last day of the month during which this
           Agreement is terminated pursuant to Article III.

      B.   CERTAIN  EXPENSES.   Sponsor  shall  pay  Manager  the  net  cost  of
           reasonable  transportation  and living  expense  for  principals  and
           employees  of Manager or its outside  consultants  when  traveling in
           connection  with the  performance  of the  services  being  performed
           pursuant   to  this   Agreement,   together   with   any   reasonable
           long-distance  telephone  expense,  cost  of  express  shipments,  or
           similar communication costs.


                                        3

<PAGE>

V.    GENERAL.

      A.   INSURANCE  SUBROGATION.  Each party shall  secure at its expense such
           liability   insurance  coverages  as  are  generally  available  from
           responsible insurers covering the operations and the employees of the
           Project.  No  indemnity  shall be paid to the other  party under this
           Agreement  where  the  claim,  damage,  liability,  loss  or  expense
           incurred  was or was  required  to be insured  against;  and any such
           insurance  policies obtained by the parties shall contain  provisions
           waiving any right of  subrogation by the insurer of one party against
           the other party or its insurer.

      B.   PROPERTY  OF  MANAGER.  The  names  "Camelot  Retirement  Homes"  and
           "Camelot Village" are owned by Sponsor or its parent company, Phoenix
           Lifecare Corp.  Ideas and  documents,  forms,  occupancy  development
           material,  computer  programs,  actuarial  statistics,  and  resident
           profile information are to be considered  proprietary and will remain
           the  property  of  Manager.   Sponsor  may  use  such  materials  and
           information  in the operation  and  management of the Project but may
           not use such  materials  or  information  after  termination  of this
           Agreement  for the  development  of new projects for itself or others
           without the written consent of Manager.

      C.   STATUS OF PARTIES.  Manager and Sponsor  shall not be  considered  as
           joint venturers or partners of each other, and neither shall have the
           power to bind or  obligate  the  other  except  as set  forth in this
           Agreement.

      D.   ADDITIONAL  ACTIONS.  In order to carry out the  intent and spirit of
           this  Agreement,  Sponsor  and  Manager  will do all acts and  things
           necessary, including the execution of other agreements.

      E.   ENTIRE  AGREEMENT.  This  Agreement  sets forth the entire  agreement
           between  Manager  and  Sponsor.  Any change or  modification  of this
           Agreement must be in writing and signed by both parties hereto.

      F.   BINDING EFFECT.  This Agreement shall be binding upon and shall inure
           to the benefit of the parties hereto, their successors, and assigns.

      G.   CHOICE OF LAW.  This  Agreement,  its  interpretations,  validity and
           performance  shall be  governed  by the laws of the State of New York
           applicable to contracts made in and to be performed in such State.

      H.   NO PERSONAL LIABILITY.  This Agreement has been executed on behalf of
           Sponsor  and  UVH/DC  by  their  respective  officers  solely  in the
           representative  capacities, and no officer, director, agent, employee
           or attorney of Sponsor or UVH/DC  shall have any  personal  liability
           hereunder  to the other or any  person  claiming  by or  through  the
           other, under any circumstances.

      I.   CONSENT  TO  JURISDICTION.   The  parties  consent  to  the  personal
           jurisdiction  of the Federal  Courts located in the State of New York
           and of the New York  State  Supreme  Court,  and to  venue in  Nassau
           County, New York.


                                        4

<PAGE>
      J.   ASSIGNMENT.  Manager may not assign this Agreement  without the prior
           written consent of Sponsor.

      K.   ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement of
the  parties  with  respect  to the  management  of the  Project  and amends and
supersedes the Camelot  Village at West Hills  Management  Agreement dated March
18, 1996  between  Sponsor and Manager  (K/N/A  Vanguard  Realty and  Management
Company, Inc.).

      IN WITNESS  WHEREOF,  the parties have executed this Agreement on the date
first written above.

                                               CAMELOT RETIREMENT HOMES, INC.



                                          by   /s/ Carl G. Paffendorf
                                               -------------------------------
                                               Carl G. Paffendorf, Chairman


                                               UVH MANAGEMENT CORP.




                                          by   /s/ Larry L. Laird
                                               -------------------------------
                                               Larry L. Laird, President





                                        5