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Exhibit 10.48

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$20,000,000.00                                                     July 29, 1999

         FOR VALUE RECEIVED, each of the undersigned, BALANCED CARE CORPORATION,
a Delaware corporation, BALANCED CARE CORPORATION, a Delaware corporation, BCC
AT HERMITAGE PARK CARE CENTER, INC., a Delaware corporation, BCC AT LEBANON CARE
CENTER, INC., a Delaware corporation, BCC at LEBANON PARK MANOR, INC., a
Delaware corporation, BCC AT MT. VERNON PARK CARE CENTER, INC., a Delaware
corporation, BCC AT MT. VERNON PARK CARE CENTER WEST, a Delaware corporation,
BCC AT NEVADA PARK CARE CENTER, INC., a Delaware corporation, BCC AT NIXA PARK
CARE CENTER, INC., a Delaware corporation, BCC AT REPUBLIC PARK CARE CENTER,
INC., a Delaware corporation, BCC AT SPRINGFIELD CARE CENTER, INC., a Delaware
corporation, DIXON MANAGEMENT, INC., a Missouri corporation, BCC AT DARLINGTON,
INC., a Delaware corporation, BALANCED CARE AT EYERS GROVE, INC., a Delaware
corporation, BALANCED CARE AT BUTLER, INC., a Delaware corporation, BALANCED
CARE AT SARVER, INC., a Delaware corporation, BALANCED CARE AT NORTH RIDGE,
INC., a Delaware corporation (collectively and individually, the "Borrower")
jointly and severally, promises to pay, in lawful money of United States, to the
order of HCFP FUNDING, INC., a Delaware corporation (together with its
successors and assigns, "Lender"), the principal sum of Twenty Million and
No/100 Dollars ($20,000,000.00), or so much thereof as shall be advanced or
readvanced and shall remain unpaid under the Loan established pursuant to that
certain Loan and Security Agreement by and among the undersigned and Lender (as
amended from time to time, the "Loan Agreement"), plus interest on the unpaid
balance thereof, computed on a 360-day basis, at the rate per annum that is set
forth in the Loan Agreement. All capitalized terms used, and not otherwise
specifically defined, in this Revolving Credit Note ("Note") shall have the
meanings ascribed to them in the Loan Agreement. This Note amends, restates and
replaces in its entirety that certain Revolving Credit Note dated April 22, 1999
made by Borrower payable to Lender in the principal amount of $15,000,000.

         This Note shall evidence the Borrower obligation to repay all sums
advanced by Lender from time to time under and as part of the Loan. The actual
amount due and owing
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from time to time under this Note shall be evidenced by Lender's records of
receipts and disbursements with respect to the Loan, which shall, subject to the
provisions of Section 2.2 of the Loan Agreement be conclusive evidence of that
amount, absent manifest error.

         Interest hereon shall be payable monthly, in arrears, on the first
Business Day of each month hereafter (for the previous month). For purposes of
this Note, a "Business Day" shall mean any day on which banks are open for
business in Maryland, excluding Saturdays and Sundays.

         This Note shall become due and payable upon the earlier to occur of (i)
the expiration of the Term, or (ii) any Event of Default under the Loan
Agreement. At such time, the entire principal balance of this Note and all other
fees, costs and expenses, if any, shall be due and payable in full. Lender shall
then have the option at any time and from time to time to exercise all of the
rights and remedies set forth in this Note and in the other Loan Documents, as
well as all rights and remedies otherwise available to Lender at law or in
equity, to collect the unpaid indebtedness under this Note and the other Loan
Documents. This Note is secured by the Collateral, as defined in and described
in the Loan Agreement. This Note is secured by the Mortgage (as defined in the
Loan Agreement).

         Whenever any principal and/or interest fee under this Note shall not be
paid when due, whether at the stated maturity or by acceleration, interest on
such unpaid amounts shall thereafter be payable at a rate per annum equal to
five percentage points above the stated rate of interest on this Note until such
amounts shall be paid.

         The undersigned and Lender intend to conform strictly to the applicable
usury laws in effect from time to time during the term of the Loan. Accordingly,
if any transaction contemplated hereby would be usurious under such laws, then
notwithstanding any other provision hereof: (a) the aggregate of all interest
that is contracted for, charged, or received under this Note or under any other
Loan Document shall not exceed the maximum amount of interest allowed by
applicable law, and any excess shall be promptly credited to the undersigned by
Lender (or, to the extent that such consideration shall have been paid, such
excess shall be promptly refunded to the undersigned by
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Lender); (b) neither the undersigned nor any other Person (as defined in the
Loan Agreement) now or hereafter liable hereunder shall be obligated to pay the
amount of such interest to the extent that it is in excess of the maximum
interest permitted by applicable law; and (c) the effective rate of interest
shall be reduced to the Highest Lawful Rate (as defined in the Loan Agreement).
All sums paid, or agreed to be paid, to Lender for the use, forbearance, and
detention of the debt of Borrower to Lender shall, to the extent permitted by
applicable law, be allocated throughout the full term of this Note until payment
is made in full so that the actual rate of interest does not exceed the Highest
Lawful Rate in effect at any particular time during the full term thereof. If at
any time the rate of interest under the Note exceeds the Highest Lawful Rate,
the rate of interest to accrue pursuant to this Note shall be limited,
notwithstanding anything to the contrary herein, to the Highest Lawful Rate, buy
any subsequent reductions in the Base Rate shall not reduce the interest to
accrue pursuant to this Note below the Highest Lawful Rate until the total
amount of interest accrued equals the amount of interest that would have accrued
if a varying rate per annum equal to the interest rate under the Note had at all
times been in effect. If the total amount of interest paid or accrued pursuant
to this Note had at all times been in effect. If the total amount of interest
paid or accrued pursuant to this Note under the foregoing provisions is less
than the total amount of interest that would have accrued if a varying rate per
annum equal to the interest rate under this Note had been in effect, then the
undersigned agrees to pay to Lender an amount equal to the difference between
(a) the lesser of (i) the amount of interest that would have accrued if the
Highest Lawful Rate had at all times been in effect, or (ii) the amount of
interest that would have accrued if a varying rate per annum equal to the
interest rate under the Note had at all times been in effect, and (b) the amount
of interest accrued in accordance with the other provisions of this Note and the
Loan Agreement.

         This Note is the "Note" referred to in the Loan Agreement and the
Mortgage, and is issued pursuant to the Loan Agreement. Reference is made to the
Loan Agreement for a statement of the additional rights and obligations of the
undersigned and Lender. In the event of any conflict between the terms hereof
and the terms of the Loan Agreement, the terms of the Loan Agreement shall
prevail.
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All of the terms, covenants, provisions, conditions, stipulations, promises and
agreements contained in the Loan Documents to be kept, observed and/or performed
by the undersigned are made a part of this Note and are incorporated herein by
this reference to the same extent and with the same force and effect as if they
were fully set forth herein, and the undersigned promises and agrees to keep,
observe and perform them or cause them to be kept, observed and performed,
strictly in accordance with the terms and provisions thereof.

         Each party liable hereon in any capacity, whether as maker, endorser,
surety, guarantor or otherwise, (i) waives presentment for payment, demand,
protest and notice of presentment, notice of protest, notice of non-payment and
notice of dishonor of this debt and each and every other notice of any kind
respecting this Note and all lack of diligence or delays in collection or
enforcement hereof, except such notices as are contemplated in the Loan
Agreement, (ii) agrees that Lender and any subsequent holder of this Note, at
any time or times, without notice to the undersigned or its consent, may grant
extensions of time, without limit as to the number of the aggregate period of
such extensions, for the payment of any principal, interest or other sums due
hereunder, (iii) to the extent permitted by law, waives all exemptions under the
laws of the State of Maryland and/or any state or territory of the United
States, (iv) to the extent permitted by law, waives the benefit of any law or
rule of law intended for its advantage or protection as an obligor hereunder or
providing for its release or discharge from liability hereon, in whole or in
part, on account of any facts or circumstances other than full and complete
payment of all amounts due hereunder, and (v) agrees to pay, in addition to all
other sums of money due, all costs of collection and reasonable attorney's fees,
whether suit be brought or not, if this Note is not paid in full when due,
whether at the stated maturity or by acceleration.

         No waiver by Lender or any subsequent holder of this Note of any one or
more defaults by the undersigned in the performance of any of its obligations
hereunder shall operate or be construed as a waiver of any future default or
defaults, whether of a like or different nature. No failure or delay on the part
of Lender in exercising any right, power or remedy under this Note (including,
without limitation, the right to declare this Note due and payable)
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shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.

         If any term, covenant or condition of this Note, or the application of
such term, covenant or condition to any party or circumstance shall be found by
a court of competent jurisdiction to be, to any extent, invalid or
unenforceable, the remainder of this Note and the application of such term,
covenant, or condition to parties or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term, covenant or condition shall be valid and enforced to the fullest extent
permitted by law. Upon determination that any such term is invalid, illegal or
unenforceable, the undersigned shall cooperate with Lender to amend this Note so
as to effect the original intent of the parties as closely as possible in an
acceptable manner.

         No amendment, supplement or modification of this Note nor any waiver of
any provision hereof shall be made except in writing executed by the party
against whom enforcement is sought.

         This Note shall be binding upon the undersigned and its successors and
assigns. Notwithstanding the foregoing, the undersigned may not assign any of
its rights or delegate any of its obligations hereunder without the prior
written consent of the Lender, which may be withheld in its sole discretion.

         THIS NOTE IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF MARYLAND WITHOUT RESPECT TO ANY OTHERWISE APPLICABLE
CONFLICTS-OF-LAWS PRINCIPLES, BOTH AS TO INTERPRETATION AND PERFORMANCE, AND THE
PARTIES EXPRESSLY CONSENT AND AGREE TO THE NON-EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF MARYLAND AND THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF MARYLAND AND TO THE LAYING OF VENUE IN THE STATE OF MARYLAND,
WAIVING ALL CLAIMS OR DEFENSES BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE, INCONVENIENT FORUM OR THE LIKE. BORROWER HEREBY CONSENTS TO SERVICE OF
PROCESS BY MAILING A COPY OF THE SUMMONS TO BORROWER, BY CERTIFIED OR REGISTERED
MAIL, POSTAGE PREPAID, TO BORROWER'S ADDRESS SET FORTH IN SECTION 9.4 OF THE
LOAN AGREEMENT. BORROWER FURTHER WAIVES ANY CLAIM FOR
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CONSEQUENTIAL DAMAGES IN RESPECT OF ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY
LENDER IN GOOD FAITH.

         THE UNDERSIGNED HEREBY (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (B) WAIVES ANY RIGHT TO TRIAL
BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST.
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE
UNDERSIGNED, AND THIS WAIVER IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE
AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE.
LENDER IS HEREBY AUTHORIZED AND REQUESTED TO SUBMIT THIS NOTE TO ANY COURT
HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES HERETO, SO AS TO
SERVE AS CONCLUSIVE EVIDENCE OF THE UNDERSIGNED'S WAIVER OF THE RIGHT TO JURY
TRIAL. FURTHER, THE UNDERSIGNED HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT
OF LENDER (INCLUDING LENDER'S COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
TO ANY BORROWER THAT LENDER WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO
JURY TRIAL PROVISION.

         IN WITNESS WHEREOF, the undersigned have executed this Note as of the
date first above written.

                                    BORROWER:

ATTEST:                             BALANCED CARE CORPORATION
                                    a Delaware corporation



By: /s/ Robin L. Barber             By: /s/ Robert J. Sutton [SEAL]
   Name: Robin L. Barber               Name: Robert J. Sutton
   Title: Senior Vice                  Title: Vice President-
          President and Legal                 Corporate Secretary
          Counsel

ATTEST:                             BCC AT HERMITAGE PARK CARE CENTER, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistant Secretary                 Secretary
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ATTEST:                             BCC AT LEBANON CARE CENTER, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary


ATTEST:                             BALANCED CARE AT EYERS GROVE, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary


ATTEST:                             BALANCED CARE AT BUTLER, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary


ATTEST:                             BALANCED CARE AT SARVER, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary
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ATTEST:                             BALANCED CARE AT NORTH RIDGE, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary


ATTEST:                             BCC AT NIXA PARK CENTER, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary


ATTEST:                             BCC AT REPUBLIC PARK CENTER, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary

ATTEST:                             BCC AT SPRINGFIELD CARE CENTER, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary
<PAGE>   9
ATTEST:                             DIXON MANAGEMENT, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary


ATTEST:                             BCC AT DARLINGTON, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary


ATTEST:                             BCC AT LEBANON PARK MANOR, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary


ATTEST:                             BCC AT MT. VERNON PARK CARE CENTER, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary


ATTEST:                             BCC AT MT. VERNON PARK CARE
                                    CENTER WEST, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary
<PAGE>   10
ATTEST:                             BCC AT NEVADA PARK CARE CENTER, INC.
                                    a Delaware corporation


By: /s/ Robert J. Sutton            By: /s/ Robin L. Barber [SEAL]
   Name: Robert J. Sutton              Name: Robin L. Barber
   Title: Vice President-              Title: Vice President and
          Assistance Secretary                Secretary