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Exhibit 10.10

                          FORM OF MANAGEMENT AGREEMENT

         THIS AGREEMENT ("Agreement") is made as of January 1, 2002 between
Balanced Care at [      ], Inc., a Delaware corporation, and Financial Care
Investors of [      ], LLC, a Delaware limited liability company (collectively,
the "Management Firm") and Balanced Care Tenant (HCN), Inc., a Delaware
corporation (the "Tenant").

                               W I T N E S S E T H

         WHEREAS, the Tenant executed and delivered that certain Master Lease
Agreement dated as of January 1, 2002 (the "Lease") whereby the Tenant leased
from HCN BCC Holdings, Inc., a Delaware corporation, and Pennsylvania BCC
Properties, Inc., a Pennsylvania corporation (collectively, the "Lessor") the
real property, improvements thereon and appurtenances thereto commonly known as
Outlook Pointe at [     ], located in [     ] County, [     ], as more fully
described in the Lease (the "Facility"); and

         WHEREAS, the Management Firm is experienced in operating such
facilities and is willing to be the exclusive manager and operator of the
Facility on behalf of the Tenant, as an independent contractor pursuant to the
terms and conditions set forth herein; and

         WHEREAS, Tenant wishes to engage Management Firm as the sole and
exclusive operator and manager of the Facility; and

         WHEREAS, during the term of this Agreement, the Management Firm shall
be the exclusive manager and operator of the Facility on behalf of and in the
name of the Tenant.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:

         1. Scope of Work. Tenant hereby appoints Management Firm as the
exclusive operator and manager of the Facility during the
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term of this Agreement. The Management Firm shall have full responsibility and
authority in the name and on behalf of Tenant to operate and manage the Facility
and hereby covenants and agrees to take all actions necessary or desirable to
operate and manage the Facility and to fulfill its duties hereunder, including
without limitation to: (i) operate and maintain the Facility on behalf of the
Tenant as a comprehensive residential care facility providing personal care
services; (ii) collect all room and board revenue, as well as other revenue, and
timely pay all debts and other obligations relating to the Facility, including
operating expenses, fixed expenses and taxes; (iii) ensure the Facility complies
with applicable Federal, state and local laws and regulations; (iv) provide all
necessary services to ensure that the Facility provides quality care to its
residents; (v) recruit, hire and train personnel as needed for the operation of
all departments and services of the Facility; (vi) maintain such bank accounts
as may be necessary or desirable for the operation of the Facility (the
"Operating Accounts"); (vii) establish salary levels, performance standards,
personnel policies and employee benefits for the Manager's employees; (viii)
comply with all terms of the Lease and the other Lease Documents; and (ix) to
take all other actions necessary or desirable to operate and manage the Facility
in accordance with prudent practice and industry standards.

         Without limiting the generality of the foregoing, Management Firm
shall, as part of its management duties hereunder and on behalf of Tenant (as an
expense allocable to the Facility), perform each and every obligation of Tenant
under the Lease and the other Lease Documents through out the term thereof,
including all representations and warranties of Tenant contained therein, to the
extent applicable to the Facility. Additionally, the Management Firm shall
collect all revenues of any kind or nature from the Facility, and so long as any
amounts are owing to Lessor under the Lease and the other Lease Documents, make
payments of rent, and other sums due and owing to Lessor under the Lease from
revenues of Facility or as otherwise provided in the Lease Documents.

         In performing its duties, the Management Firm (through its in-house
corporate staff or independent contractors) shall perform the following with
respect to the Facility, as well as any other matters reasonably related thereto
commencing upon the date of this Agreement:

         (a)      Management Information Systems (MIS)


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         Support centralized Facility information system which provides systems
management for the following areas:

            --    Accounts Payable
            --    Payroll
            --    Financial Reporting
            --    Marketing
            --    General Ledger

         The Management Firm shall be responsible for billing and collection of
accounts receivable generated in connection with the Facility.

         (b)      Legal Counsel

                  (i) Prepare or coordinate with outside legal counsel for
         preparation of documents for operation of the Facility, including
         resident agreements, supplier/vendor contracts, service contracts,
         equipment leases and other ancillary contracts; (ii) prepare or
         coordinate licensure and other regulatory applications; (iii)
         coordinate all litigation involving the Facility with local counsel or
         the insurance companies; (iv) coordinate with local counsel on local
         law issues affecting the Facility; and (v) provide legal counsel or
         coordinate with local counsel to provide counsel to the Facility's
         Human Resources Department.

         Without limiting the generality of Section 2 and Section 10 below, the
parties acknowledge that all outside counsel expenses under the foregoing
paragraph shall be an expense allocable to the Facility.

         (c)      Accounting/Tax

                  (i) Provide an accountant to supervise all accounting
         activities; (ii) implement accounting policies and guidelines; (iii)
         provide a centralized cash management system; (iv) deposit in Operating
         Accounts all funds received from the operations of the Facility and
         satisfy obligations of the Facility from such Operating Accounts; (v)
         negotiate and administer working capital lines of credit available to
         the Facility; (vi) supervise


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         the Facility's internal control structure; (vii) provide payroll,
         income and real estate tax support as follows: prepare or supervise
         preparation of all tax returns, assist the Facility in the event of a
         tax audit, assist the Facility with technical issues relating to
         payroll, excise and other taxes, and monitor pending and final Federal,
         State and local tax Law changes; (viii) process working capital
         requests and apply for, negotiate and obtain letters of credit or other
         credit enhancements from lending institutions; (ix) provide operations
         expertise through site visits and strategies to maximize fiscal
         performance; and (x) develop and implement a budget for operations,
         capital outlay and cash requirements. All checks or other documents for
         withdrawal of funds shall be signed by the appropriate officer of the
         Management Firm or its designee. Deposits may be made by the
         appropriate officer of the Management Firm or its designee.

         (d)      Human Resources

                  (i) Implement all personnel policies and guidelines; (ii)
         recruit management personnel of the Facility, including the community
         director of the Facility, which recruitment and the salaries related
         thereto shall be an expense allocable to the Facility; (iii) negotiate
         and administer all employee benefit plans including health insurance,
         dental insurance, life insurance, long-term disability insurance, and
         retirement/401K; (iv) negotiate and administer general and professional
         liability, workers' compensation, property, and vehicular insurance
         plans; (v) monitor the Facility's compliance with Federal, State and
         local employment Laws; (vi) respond to all government compliance
         agencies and legal proceedings as necessary; (vii) implement and
         monitor safety/loss control programs; (viii develop and implement
         career planning and manpower development strategies; (ix) recruit,
         employ and train personnel as needed for the operation of all
         departments and services of the Facility; and (x) establish salary
         levels, performance standards, personnel policies and employee benefits
         for all


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         employees within applicable budgetary and regulatory limits. Tenant
         acknowledges and agrees that all personnel employed at the Facility
         shall be deemed the employees of the Management Firm, but shall be paid
         salaries and wages (including employment taxes and the like) as an
         expense allocable to the Facility.

         (e)      Program Development

                  (i) Provide ongoing program development and management
         consultation; (ii) supply select program manuals for local modification
         and implementation; and (iii) provide program development/management
         training. A community director shall be engaged by the Management Firm
         for the Facility. Such community director shall be an employee of the
         Management Firm, but his/her salary and employee benefits shall be paid
         as an expense incurred in connection with and allocable to the
         operations of the Facility.

         (f)      Quality Management

                  (i) Provide model quality management systems and implement
         such including risk management, resident/family satisfaction, licensing
         and accreditation, and program evaluation; and (ii) provide ongoing
         monitoring of the Facility resident outcomes, compare with regional and
         national norms, and make program modifications.

         (g)      Marketing/Communication

                  (i) Hire, direct and supervise marketing department staff;
         (ii) train staff (program managers, rehabilitation liaisons, marketing
         representatives, etc.) in marketing skills; (iii) organize strong sales
         efforts within the target area, develop program mix strategies, and
         develop marketing plans for the Facility; (iv) establish an
         intake/admission system and continuously review the admission process;
         (v) develop image building advertising strategies for the Facility; and
         (vi) develop and produce Facility selected promotional literature. The


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         marketing coordinator shall be an employee of the Management Firm, but
         such person's employee benefits and salary (including employment tax
         and the like) shall be paid as an expense incurred in connection with
         and allocable to the operations of the Facility.

         (h)      Contracting

                  Negotiate and execute contracts and agreements related to the
         Facility with third parties and parties affiliated with the Management
         Firm; provided that all contracts and agreements with parties
         affiliated with the Management Firm shall be on terms no less favorable
         than terms for comparable contracts and agreements with unaffiliated
         parties.

         (i)      Miscellaneous

                  (1)      Obtain and maintain in accordance with all applicable
                           laws and regulations all licenses, approvals and
                           certifications required for operation of the Facility
                           and use reasonable efforts to procure eligibility for
                           participation in other applicable referral or payor
                           programs. Comply with all notification and reporting
                           requirements imposed under laws and regulations in
                           connection with the operation of the Facility.

                  (2)      Purchase supplies, using procurement practices in
                           accordance with industry standards, and purchase or
                           lease equipment under national and regional
                           agreements or purchase contracts of the Management
                           Firm or its affiliated companies and provide to the
                           Tenant all benefits resulting therefrom to the extent
                           permitted by their terms and by Law. All such
                           supplies so purchased shall become property of the
                           Tenant. Once leases are completed, equipment shall
                           become property of the Tenant.

                  (3)      Review and analyze the performance of ancillary
                           services under contract and


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                           negotiate contractual arrangements therefor.

                  (4)      Maintain books and records for the Facility at the
                           Management Firm's address herein for the purpose of
                           providing services under this Agreement. The
                           Management Firm shall make available to the Tenant
                           and any lessor leasing the Facility to Tenant, and
                           their respective agents, accountants, and attorneys
                           during normal business hours all books and records
                           pertaining to the Facility, and the Management Firm
                           shall promptly respond to any questions of the Tenant
                           or any such lessor with respect to such books and
                           records and shall confer with the Tenant and any such
                           lessor at all reasonable times, upon request,
                           concerning the operation of the Facility.

                  (5)      Order, supervise and conduct a program of regular
                           maintenance and repair of the Facility at the
                           Tenant's cost and expense. So long as the Lease is in
                           full force and effect, such maintenance and repair
                           program shall comply with the requirements of the
                           Lease related thereto.

                  (6)      Supervise and provide for the operation of food
                           service facilities for the Facility.

                  (7)      Make periodic evaluations of the performance of all
                           departments of the Facility and investigate and
                           report, upon request, any inconsistency between
                           expenditures and budget.

                  (8)      Implement all policies and procedures reasonably
                           necessary for the operation of the Facility
                           consistent with applicable regulations.

                  (9)      Foster a working relationship between Management Firm
                           and any authorized volunteer or auxiliary groups
                           interested in providing support to the Facility and
                           residents of the Facility.


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2. Additional Services. It is the intention of the parties that the Management
Firm be responsible for providing all service necessary or desirable for the
efficient and orderly management and operations of the Facility; provided, the
cost and expense of operating the Facility is to be paid by Tenant to the extent
of revenues derived from the Facility. The Management Firm shall actively
utilize staff specialists in its employ or that of its affiliates in such areas
as accounting, budgeting, marketing, reimbursement, dietary, housekeeping,
clinical, pharmaceutical, purchasing and third party payments in the management
of the Facility when considered desirable by the Management Firm. The expense of
such personnel shall be the responsibility of Tenant, allocable to the Facility.

3. Financial Statement. The Management Firm shall prepare and deliver to the
Tenant an unaudited balance sheet within forty-five (45) days after the close of
each fiscal quarter of the Tenant. The Management Firm shall also cause an
unaudited annual statement to be made of the financial records of the Facility
and a copy of such report shall be provided to the Tenant as soon as it is
available after the end of the fiscal year. The cost of the reports shall be an
expense allocable to the Facility. The fiscal year for the Facility shall
coincide with the Management Firm's fiscal year. All financial statements are to
be prepared in accordance with GAAP. Management Firm shall cause to be prepared
all financial statements required of Tenant pursuant to the Lease and other
Lease Documents; provided, however, Tenant shall provide all information
reasonably requested by Management Firm in connection with the preparation of
such financial statements that is not otherwise reasonably available to the
Management Firm, and shall certify to Management Firm, and Lessor that such
statements are, to the best knowledge of Tenant, true and correct in all
material respects.

4. Property Interests/Confidentiality. (a) The technical systems, methods,
policies, procedures and controls, copyrights, "know-how", tradenames,
trademarks, servicemarks, other registered names or marks and all other
intellectual property rights related thereto employed by the Management Firm
(the "Intangible Rights") are to remain the property of the Management Firm and
are not, at any time, to be utilized, distributed, copied or otherwise employed
or acquired by the Tenant except as authorized in writing by the Management Firm
or except as may be required by Law.


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         (b) Tenant understands and acknowledges that Management Firm has
devoted substantial time, energy and expense to developing a process and
procedure to manage and operate facilities such as the Facility, and that such
processes, procedures, Intangible Rights and the information and materials
compiled or prepared in connection therewith, including without limitation
marketing plans, business plans, pricing information , information on
competition, demographics, suppliers and providers of services and financing
arrangements (collectively "Confidential Information") are proprietary to
Management Firm and the confidential information of the Management Firm. Tenant
shall not disclose to any party any Confidential Information, without the prior
written consent of Management Firm, except as may be required by Law.

         (c) The provisions of this Section shall survive the expiration or
sooner termination of this Agreement.

5. Term of Agreement. The term of this Agreement shall commence upon the date
hereof, and continue for a period of nine (9) years thereafter. This Agreement
shall be automatically renewed for additional consecutive one (1) year terms
unless either party gives the other party notice of its intent not to renew,
which notice must be given at least ninety (90) days prior to the expiration of
the then current term.

6. Termination. (a) The Tenant may terminate this Agreement upon written notice
if the Management Firm defaults in the performance of any material covenant,
agreement, term or provision of this Agreement to be performed by it and such
default continues for a period of forty-five (45) days after written notice to
the Management Firm from the Tenant stating the specific default or, if such
default is not subject to cure within forty-five (45) days, such longer period
as may be required to effect a cure, provided Firm initiates curative action
within forty-five (45) days and thereafter is diligently and in good faith
pursuing such cure.

         (b) The Management Firm may terminate this Agreement upon written
notice in the event any one or more of the following events shall occur:

                  (1)      If the Tenant shall fail to timely pay to the
                           Management Firm any Management Fee required to be
                           paid in accordance with Paragraph 9 hereof and such
                           failure


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                           continues for ten (10) days after written notice to
                           the Tenant; or

                  (2)      If the Tenant defaults in the performance of any
                           other material covenant, agreement, term or provision
                           of this Agreement to be performed by the Tenant and
                           such default continues for a period of forty-five
                           (45) days after written notice to the Tenant from the
                           Management Firm stating the specific default or, if
                           such default is not subject to cure within forty-five
                           (45) days, such longer period as may be required to
                           effect a cure, provided the defaulting party
                           initiates curative action within forty-five (45) days
                           and thereafter is diligently and in good faith
                           pursuing such cure; or

                  (3)      If the Facility or a material portion thereof is
                           damaged or destroyed by fire or other casualty and
                           the Tenant fails to commence to repair, restore,
                           rebuild or replace any such damage or destruction
                           within ninety (90) days of the occurrence of such
                           damage or destruction, and thereafter to complete
                           such work within a reasonable period of time.

         In the event of termination of this Agreement by either party pursuant
to Section 6(a) or 6(b) above, the Management Firm shall have the right to enter
the Facility and remove all of its personal property and Intangible Rights
material.

7. Liability and Indemnification/Force Majuere. (a)By the Management Firm. The
Management Firm shall indemnify, defend, save and hold harmless the Tenant, its
members, shareholders, officers, directors, employees, or agents from and
against all demands, claims, actions, losses, damages, deficiencies,
liabilities, costs and expenses (including, without limitation, attorney's fees,
interest, penalties and all amounts paid in investigation, defense or settlement
of any of the foregoing) asserted against or incurred by the Tenant, its
members, shareholders, officers, directors, employees, or agents, in connection
with, or arising out of, or resulting from (i) a breach of any covenant,
agreement, representation or warranty of the Management Firm or (ii) the
negligent or willful acts or


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omissions of Management Firm, its employees or agents. The provisions of this
Section shall survive the expiration or sooner termination of this Agreement.

         (b) By the Tenant. The Tenant shall indemnify, defend, save and hold
harmless the Management Firm, its shareholders, officers, directors, employees,
or agents from and against all demands, claims, actions, losses, damages,
deficiencies, liabilities, costs and expenses (including, without limitation,
attorney's fees, interest, penalties and all amounts paid in investigation,
defense or settlement of any of the foregoing) asserted against or incurred by
the Management Firm, its officers, directors, employees, or agents, in
connection with, or arising out of, or resulting from (i) a breach of any
covenant, agreement, representation or warranty of the Tenant or (ii) the
negligent or willful acts or omissions of Tenant, its employees or agents. The
provisions of this Section shall survive the expiration or sooner termination of
this Agreement.

         Nothing contained herein shall preclude either party from asserting any
claims or suits against the other party which may arise out of the terms and
provisions of this Agreement.

         (c) The Management Firm shall not be deemed to be in violation of this
Agreement, and its performance shall be excused, if it is prevented from
performing any of its obligations hereunder for any reason beyond its control,
including shortages in labor or supplies, war, acts of God, failure of the
Tenant to advance funds, or changes in any Law of Federal, State or local
government, or any agency thereof.

8. Relationship Between Parties. The relationship of the Management Firm to the
Tenant shall be that of independent contractor.

9. Management Fee. The Management Firm for the services rendered hereunder shall
be entitled to six percent (6%) of all gross revenues of the Facility as its
sole compensation for management of the Facility (the "Management Fee"). The
Management Fee shall be paid monthly, and shall be based on the financial
operations of the Facility as of the end of each calendar month. To the extent
that the year-end audited financial statements for the Facility disclose that
the Management Fee actually received during the year than ended was greater or
less than what should have been received, Tenant shall (in case of underpayment)
pay upon demand the shortfall and (in


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the case of overpayment) shall be credited against the Management Fee due in the
next succeeding quarter such overpayment. Notwithstanding the foregoing, the
employee benefits and salary of the community director and marketing coordinator
for the Facility shall be an expense allocable to the Facility, but such
community director and marketing coordinator shall at all times remain the
employee of the Management Firm. Management Firm acknowledges and agrees that
the Management Fees payable hereunder are expressly subordinated to all sums
owed to Lessor under the Lease and other Lease Documents; provided, however, so
long as no Event of Default exists under the Lease or the Lease Documents, the
Management Firm shall be entitled to receive and use the Management Fee as its
property free of all claims of the Lessor.

10. Funding of Costs and Expenses by the Tenant. Management Firm shall be
responsible for the costs and expenses of all operations of the Facility. The
Tenant shall at all times provide sufficient working capital for operation of
the Facility and shall deposit such capital from time to time into the Operating
Accounts of the Facility in advance of the time required to be disbursed by the
Management Firm.

11. No Approval by the Tenant. The Management Firm shall, not less frequently
than annually, adopt a plan of operation for the Facility which shall set forth
proposed staffing, budgets, program and related matters; such shall be subject
to approval of the Tenant or its designee (which approval shall not be
unreasonably withheld, conditioned or delayed). The Tenant shall not participate
in the day-to-day operation of the Facility.

12. Other Facilities. Tenant understands and acknowledges that Management Firm
is in the business of operating facilities such as the Facility, and that
Management Firm intends to continue to manage and operate such other facilities,
which may or may not be in competition with the Facility. Nothing contained
herein shall be deemed to be construed as a restriction on the Management Firm's
right to so operate and manage such other existing facilities or facilities that
may be opened in the future, even if such facilities are in competition with the
Facility.

13. Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if delivered in person, Federal
Express or other recognized overnight courier or sent by registered or certified
U.S. mail, return


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receipt requested or sent by facsimile or telecopy transmission and addressed:

                           (i)      If to the Management Firm, at:

                               BALANCED CARE AT [            ], INC.
                               1215 Manor Drive
                               Mechanicsburg, Pennsylvania 17055
                               Attention: Legal Department

                               FINANCIAL CARE INVESTORS OF [           ], LLC
                               c/o Balanced Care Corporation
                               1215 Manor Drive
                               Mechanicsburg, PA  17055
                               Attention: Legal Department

                           (ii)     If to the Tenant, at:

                               BALANCED CARE TENANT (HCN), INC.
                               1215 Manor Drive
                               Mechanicsburg, PA  17055
                               Attention:  Legal Department

or to such other address or facsimile number as a party may designate by notice
to the other parties hereto.

14. Arbitration. Any controversy or dispute between the Management Firm and the
Tenant with respect to the application or interpretation of the terms of this
Agreement, except failure of the Tenant to pay compensation to the Management
Firm as required herein, will be submitted to mediation under the National
Health Lawyer's Association ("NHLA") Alternative Dispute Resolution Service
Rules of Procedure for Mediation. If any dispute is not resolved by mediation no
later than thirty (30) days after its submission to mediation, the dispute shall
be submitted to arbitration in accordance with the NHLA Alternative Dispute
Resolution Service Rules for Arbitration. The same person may serve as both
mediator and arbitrator. Any such arbitration shall be final and binding upon
the parties to the fullest extent permitted by Law. The cost of mediation and/or
arbitration shall be shared equally by the Tenant and the Management Firm;
however, each party shall bear the expense of its own attorneys, representatives
and witnesses, and the cost of any transcripts or related matters.

15. Compliance with Federal Records Requirements. To the extent


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required under applicable Law, the Management Firm shall, (and if Management
Firm carries out any of the duties under this Agreement through a subcontract
with a related organization and such subcontract has a value or cost of $10,000
or more during any 12-month period, Management Firm shall cause such subcontract
to contain a clause to the effect that the subcontractor shall), until the
expiration of four (4) years after the furnishing of services hereunder, make
available upon written request by the Secretary of Health and Human Service or
the Comptroller General of the United States or any of their duly authorized
representatives, this Agreement and the books, documents and records of the
Management Firm (or such subcontractor) that are necessary to verify the nature
and extent of the costs furnished under this Agreement.

16. Successors and Assigns. Tenant may not assign this Agreement, expressly, by
operation of law, or otherwise, without the prior written consent of the
Management Firm, which consent may be withheld in the sole discretion of the
Management Firm. Management Firm may not assign this Agreement, expressly, by
operation of law, or otherwise, without the prior written consent of the Tenant;
provided, however, Management Firm may assign its rights and obligations
hereunder without consent to (i) any Affiliate, (ii) collaterally to any lender
to the Management Firm or any entity affiliated with the Management Firm and
(iii) to the Lessor.

17. Definitions; Interpretation; Miscellaneous. Capitalized terms used but not
otherwise defined in this Agreement have the respective meanings specified in
the Lease; the rules of interpretation and other provisions set forth in the
Lease hereto shall apply to this Agreement.

         IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have affixed their names by their proper officers or duly authorized
representatives the day and year first above written.

MANAGEMENT FIRM:               BALANCED CARE AT [           ], INC.,
                               a Delaware corporation



                               By:/s/Robin L. Barber
                                     Robin L. Barber
                                     Vice President and Secretary


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                               FINANCIAL CARE INVESTORS OF [         ],
                               LLC, a Delaware limited liability
                               company

                               By:/s/Robin L. Barber
                                     Robin L. Barber
                                     Vice President and Secretary

TENANT:                        BALANCED CARE TENANT (HCN), INC., a
                               Delaware corporation

                               By: /s/Robin L. Barber
                                      Robin L. Barber
                                      Vice President and Secretary


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