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Exhibit 10.169

                           SECOND AMENDMENT AGREEMENT

            This SECOND AMENDMENT AGREEMENT (this "Amendment"), dated as of July
6, 2001, among Balanced Care Corporation, a Delaware corporation (the
"Company"), VXM Investments Limited, a Cayman Islands corporation ("VXM"), HR
Investments Limited, a Cayman Islands corporation, and RH Investments Limited, a
Cayman Islands corporation (each, a "Lender" and collectively, the "Lenders"),
and VXM, as agent for the Lenders (in such capacity, the "Agent"), amends the
Bridge Loan Agreement, dated as of April 4, 2001, among the parties hereto, as
previously amended pursuant to the Amendment Agreement, dated as of June 12,
2001, among the parties hereto (as so amended and as may be further amended,
modified or supplemented from time to time, the "Loan Agreement"). Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Loan Agreement.

            WHEREAS, the Company has informed the Agent of its desire to amend
the Loan Agreement to provide for additional funds to be loaned to it pursuant
thereto; and

            WHEREAS, the Company will execute and deliver such other documents
and instruments necessary to carry out the terms of the Loan Agreement.

            NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:

            SECTION 1.  AMENDMENTS TO LOAN AGREEMENT.

            1.1 The definition of "Loan Commitment" set forth in the Loan
Agreement is hereby amended and restated to read in its entirety as follows:

                  "'Loan Commitment' means an aggregate amount equal to
$29,703,524."

            1.2 The table set forth in Section 2.1 of the Loan Agreement is
hereby deleted and replaced in its entirety with the following:
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<TABLE>
<CAPTION>
                 Advance Date:                    Amount of Loan:
<S>                                               <C>
                 April 4, 2001                      $26,003,524

                 May 1, 2001                        $   750,000

                 May 30, 2001                       $ 1,100,000

                 June 12, 2001                      $ 1,250,000

                 July , 2001                        $   600,000
</TABLE>


            SECTION 2.  MISCELLANEOUS.

            2.1 The Company represents and warrants to the Agent that:

            (a) The Company has the corporate power and authority to execute,
deliver and carry out the terms and provisions of this Amendment and the
transactions contemplated hereby and has taken or caused to be taken all
necessary corporate action to authorize the execution, delivery and performance
of this Amendment and the transactions contemplated hereby;

            (b) No consent of any other person (including, without limitation,
shareholders or creditors of the Company), and no action of, or filing with, any
governmental or public body or authority is required to authorize, or is
otherwise required in connection with the execution, delivery and performance of
this Amendment;

            (c) This Amendment has been duly executed and delivered on behalf of
the Company by a duly authorized officer, and constitutes a legal, valid and
binding obligation of the Company enforceable in accordance with its terms,
subject to bankruptcy, reorganization, insolvency, moratorium and other similar
laws affecting the enforcement of creditors' rights generally and the exercise
of judicial discretion in accordance with general principles of equity; and

            (d) The execution, delivery and performance of this Amendment will
not violate any law, statute or regulation, or any order or decree of any court
or governmental instrumentality, or conflict with, or result in the breach of,
or constitute a default under any contractual obligation of the Company.


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            2.2 Except as herein expressly amended, the Loan Agreement is
ratified and confirmed in all respects and shall remain in full force and effect
in accordance with its terms.

            2.3 All references to the Loan Agreement in the Loan Agreement, the
Security Documents and the other documents and instruments delivered pursuant to
or in connection therewith shall mean such agreements as amended hereby and as
each may in the future be amended, restated, supplemented or modified from time
to time.

            2.4 The Company hereby irrevocably and unconditionally ratifies and
confirms in favor of the Agent and the Lenders the grant of a security interest
in the Collateral contained in the Security Documents, which security interest
shall continue in full force and effect without interruption and which shall
continue to be applicable to all of the Company's obligations under the Loan
Agreement as amended hereby.

            2.5 This Amendment may be executed by the parties hereto
individually or in combination, in one or more counterparts, each of which shall
be an original and all of which shall constitute one and the same agreement.

            2.6 Delivery of an executed counterpart of a signature page by
telecopier shall be effective as delivery of a manually executed counterpart.

            2.7 This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.

            2.8 The parties hereto shall, at any time and from time to time
following the execution of this Amendment, execute and deliver all such further
instruments and take all such further action as may be reasonably necessary or
appropriate in order to carry out the provisions of this Amendment.


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                                         THE COMPANY:

                                         BALANCED CARE CORPORATION

                                         By: /s/ Robin L. Barber
                                             Name: Robin L. Barber
                                             Title: Senior Vice
                                             President, Legal Counsel &
                                             Assistant Secretary

                                         THE LENDERS:

                                         VXM INVESTMENTS LIMITED, as Lender

                                         By: /s/ J.B. Unsworth
                                             Name: J.B. Unsworth
                                             Title: Director

                                         HR INVESTMENTS LIMITED

                                         By: /s/ J.B. Unsworth
                                             Name: J.B. Unsworth
                                             Title: Director

                                         RH INVESTMENTS LIMITED

                                         By: /s/ J.B. Unsworth
                                             Name: J.B. Unsworth
                                             Title: Director

                                         THE AGENT:

                                         VXM INVESTMENTS LIMITED, as Agent

                                         By: /s/ J.B. Unsworth
                                             Name: J.B. Unsworth
                                             Title: Director