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Exhibit 10.165
                              CONSULTING AGREEMENT


THIS AGREEMENT dated as of the 16th day of July, 2001 between BALANCED CARE
CORPORATION, a corporation incorporated under the laws of the State of Delaware
("BCC") and RETIREMENT RESIDENCES ADVISOR INC., a corporation incorporated under
the laws of the Province of Ontario (the "Consultant").

WHEREAS the Consultant has certain expertise in the management and operation of
assisted living facilities;

AND WHEREAS BCC wishes to develop and implement a service model similar to that
utilized by the Consultant or its affiliates;

AND WHEREAS BCC has requested that the Consultant provide advice and assistance
to BCC pursuant to this Consulting Agreement;

NOW THEREFORE IN CONSIDERATION of the mutual covenants herein contained, the
parties agree as follows:


Article I - CONSULTING SERVICES

1.1      BCC hereby engages the Consultant to provide and the Consultant shall
         provide, during the term of this Consulting Agreement, the services set
         forth in Schedule "A" hereto.

1.2      For greater certainty, the parties acknowledge and agree that all
         decisions regarding strategic matters and operations of BCC shall be
         determined by BCC's board of directors in their sole discretion.


Article II - FEES and EXPENSES

2.1      BCC shall pay to the Consultant, as compensation for the services
         rendered to BCC pursuant to this Consulting Agreement, a monthly
         consulting fee of US$35,000 payable in arrears on the last business day
         of each month during the term of this Consulting Agreement.

2.2      In addition to the Consulting fee payable pursuant to Section 2.1, BCC
         hereby agrees to reimburse the Consultant for all reasonable
         out-of-pocket travel expenses incurred by the Consultant or its
         officers and employees in performing any services under this
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         Consulting Agreement. Such travel expenses shall be paid in accordance
         with BCC's reimbursement policy.


Article III - INFORMATION and indemnity

3.1      In order to enable the Consultant to perform its services pursuant to
         this Consulting Agreement, BCC shall provide such information as is
         reasonably requested from the Consultant from time to time during the
         term of this Consulting Agreement.

3.2      Provided that the Consultant acts in good faith, BCC shall indemnify
         and save the Consultant and its employees, agents, officers, directors
         and direct and indirect shareholders harmless from all liabilities,
         actions, causes of action, claims, demands, suits, proceedings, losses,
         costs and damages whatsoever arising out of or in connection with its
         services pursuant to the Consulting Agreement or otherwise on behalf of
         BCC.


Article IV - TERM AND TERMINATION

4.1      This Consulting Agreement shall become effective as of the date first
         written above and shall continue in effect for a period of 120 days
         therefrom. Unless the Consulting Agreement is terminated in accordance
         with Section 4.2, the term of this Consulting Agreement shall be
         automatically renewed for additional 120 day terms.

4.2      This Consulting Agreement may be terminated as follows:

    (a)  by BCC forthwith upon notice to the Consultant if proceedings are
         commenced and not diligently contested in good faith for the
         bankruptcy, receivership, dissolution, liquidation or winding up of the
         Consultant; or

    (b)  by either party, upon not less than 30 days' prior written notice to
         the other.


Article V - NOTICE

5.1      Any notice or other communication required or permitted to be given
         hereunder shall be in writing unless some
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         other method of giving such notice or other communication is expressly
         accepted by the party to whom it is given, and may be given in writing
         by personal delivery, electronic messaging or by telecopier addressed
         follows:

    (a)  To BCC:

                  1215 Manor Drive
                  Mechanicsburg, PA 17055
                  Attention:    Robin Barber
                  Telecopier:   717-796-6294
                  E-Mail:  rbarber@balcare.com

    (b)  To the Consultant:

                  South Tower, Suite 601
                  175 Bloor Street East
                  Toronto, Ontario
                  M5W 3R8
                  Attention:    President
                  Telecopier:   416-929-1340
                  E-Mail:  mfraser@cplodges.com

or at such other address as may be given by either of them to the other in
writing from time to time.


Article VI - ADDITIONAL COVENANTS

6.1      During the term of this Consulting Agreement, the Consultant agrees to
         provide BCC with such information as is necessary to enable BCC to
         comply with the securities laws of the United States, including without
         limitation, the requirements under the Securities Exchange Act of 1934,
         as amended. The Consultant further acknowledges and agrees that under
         certain circumstances, this Consulting Agreement and the terms and
         conditions thereof, may need to be disclosed.

6.2      In connection with the Consultant's agreement to provide services under
         this Consulting Agreement, BCC will be furnishing certain confidential
         and/or proprietary information about BCC to the Consultant
         (collectively, the "Information"). The Consultant agrees that it will
         keep the information confidential and that the information shall not,
         without the prior written consent of BCC, be disclosed by the
         Consultant or any of its affiliates, subsidiaries, partners, agents or
         employees (collectively, the
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         "Representatives") and shall not be used by the Consultant or any of
         its Representatives other than in connection with rendering the
         services to be provided under the Agreement. Notwithstanding anything
         herein to the contrary, no obligation or liability shall accrue under
         this Section 6.2 with respect to any of the information contained in
         the information to the extent that such information (1) is or becomes
         publicly available other than as a result of acts by the Consultant or
         its Representatives in violation of this Agreement, (2) is in the
         possession of the Consultant or its Representatives prior to disclosure
         by BCC or (3) is, on the advice of counsel, required to be disclosed by
         law.

6.3      The Consultant acknowledges and agrees that United States securities
         laws prohibit any person or entity that has material non-public
         information ("Material Information") about a company from trading in
         the securities of such company or from communicating such Material
         Information to any other third party under circumstances in which it is
         reasonably foreseeable that such third party is likely to trade in the
         securities of such company. The Consultant agrees not to use such
         Material Information in the trading of securities of BCC or to
         communicate such Material Information to others who so trade in
         securities of BCC.

6.4      THE PARTIES HEREBY IRREVOCABLY SUBMIT AND CONSENT TO THE NON-EXCLUSIVE
         JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING
         JURISDICTION OVER CUMBERLAND COUNTY, PENNSYLVANIA FOR ANY ACTION OR
         PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO
         THIS AGREEMENT.


Article VII - MISCELLANEOUS

7.1      The provisions of this Consulting Agreement shall be construed and
         interpreted in accordance with the laws of the Province of Ontario as
         at the time in effect.

7.2      This Consulting Agreement shall not: (I) be changed or modified in
         whole or in part, except by instrument in writing signed by the parties
         hereto or their respective successors or permitted assigns otherwise as
         provided herein; and (II) be assignable by either party hereto without
         the consent in writing of the other
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         party being first had and obtained. Notwithstanding the foregoing, the
         Consultant may assign this Consulting Agreement to an affiliate (within
         the meaning of the Securities Act (Ontario)) of the Consultant,
         provided such affiliate enters into a similar agreement with BCC.

7.3      The Consultant shall perform its duties hereunder as an independent
         contractor and not as an agent of BCC or of the directors thereof. BCC
         and the Consultant are not partners or joint venturers with each other
         and nothing herein shall be construed so as to make them partners or
         joint venturers or impose any liability as such on either of them.

         IN WITNESS WHEREOF the parties hereto have executed this Consulting
Agreement as of the day and year first above written.



                                         BALANCED CARE CORPORATION

                                         Per: /s/ Brad E. Hollinger




                                         RETIREMENT RESIDENCES ADVISOR INC.

                                         Per: /s/ Barry Reichmann
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                                  SCHEDULE "A"
                               Consulting Services

    -    Assist BCC's Chief Executive Officer and management in reviewing the
         lease-up and operations of BCC's facilities

    -    Advise BCC's Chief Executive Officer and management regarding the
         development and implementation of a service model similar to that
         utilized by the Consultant or its affiliates

    -    Provide recommendations to BCC regarding methods to reduce costs and
         otherwise increase profitability