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December 22, 1999

ET Capital Corp
101 East State Street, Suite 100
Kennett Square, Pennsylvania  19348
Attn: D. Lee McCreary, Jr., President

Re: Intercreditor Agreement between ET Capital Corp, ("Creditor"), AGE Institute
    of Florida, Inc. ("Borrower") and Bank of America, N.A. ("formerly
    NationsBank, N.A., the "Lender") dated as of September 30, 1998 (the
    "Agreement") (All capitalized terms used herein but not defined herein shall
    have the meanings attributed to such in the Agreement)

Dear Mr. McCreary:

On September 23, 1999, the Lender delivered a Default Notice to you identifying
the events of defaults of Borrower under the NationsBank Loan Agreements.
Pursuant to Sections 3.1 and 5.3(b) of the Agreement, the delivery of the
Default Notice to you terminated the subordination of the Lender's Lien in the
Accounts and initiated the period for creation of "Post-Default Accounts."

The Lender has agreed at the Borrower's request to waive the events of default
and to extend the maturity date of the NationsBank Loan Obligations until March
28, 2000 (the "Extension Period") upon the satisfaction of certain conditions
precedent, including, but not limited to your agreement to the recitations set
forth below.

By executing this letter, you acknowledge and agree that (1) from and after
September 23, 1999, all Accounts generated by Borrower constitute "Post-Default
Accounts," (b) the Lender's security interest in the Post-Default Accounts is
senior to the interest of the Creditor's security interest in such Accounts and
(c) the waiver by the Lender of the events of default under the NationsBank Loan
Agreements, the extension of the due date of the NationsBank Loan Obligations
and various other modifications as set forth in the Limited Waiver and First
Amendment Agreement entered into between Lender and Borrower of even date
herewith (the "First Amendment") do not constitute a revocation, nullification
or waiver of the Default Notice by Lender, (d) Creditor shall have no right to
accelerate the obligations of Borrower to Creditor during the Extension Period
nor to receive payments of principal during the Extension Period (provided,
Creditor may receive payments of interest during the Extension Period pursuant
to Section 3.1 of the Agreement as if no Event of Default had occurred), and (e)
all other terms and conditions of the Agreement remain in effect.


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Creditor hereby unconditionally waives and releases any claim or defense that it
may have that the Lender's security interest in the Post-Default Accounts is
subordinate to the Creditor's security interest by virtue of the waiver of the
events of default and the execution of the First Amendment or the terms and
conditions contained therein.

Please execute a copy of this letter in the space provided below and return the
original to us.

Very truly yours,

Bank of America, N.A.
By: /s/ F. A. Zagar
    ---------------------
Title:  Managing Director

Read and agreed:
AGE Institute of Florida, Inc.
By: /s/ Carol A. Tschop
    -------------------------
Building Title: President

ET Capital Corp:
By: /s/ D. Lee McCreary, Jr.
    ------------------------
Title: President


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