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Exhibit 10.36

                           CHANGE IN CONTROL AGREEMENT

         THIS AGREEMENT, made as of the 29th day of July, 1999, by and between
Balanced Care Corporation, a Delaware corporation with a principal office at
1215 Manor Drive, Mechanicsburg, PA, 17055 (the "Company") and Gary W. Anderson,
an individual health care executive (the "Executive").

                                   WITNESSETH:

         WHEREAS, the Company presently employs the Executive, on an employee at
will basis, as Executive Vice President of Operations;

         WHEREAS, the Company and the Executive mutually desire to provide
certain severance payment rights to the Executive under specified circumstances;

         WHEREAS, in consideration of providing such severance payment rights to
the Executive, the Company desires that the Executive agree to certain
non-compete and non-solicitation restrictions; and

         WHEREAS, the Executive is willing to be employed by the Company in the
foregoing capacity and to be subject to the non-compete and non-solicitation
restrictions upon the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and intending to be legally bound, the parties hereto agree as
follows:

1.   Employment. The Company employs the Executive as an employee at will and
     the Executive's employment by the Company is subject to all of the terms
     and conditions set forth herein.

2.   Termination Following a Change in Control. The Executive shall be entitled
     to receive a Severance Payment if, within one (1) year following a Change
     in Control, there occurs any of the following events

          (A)  any termination of the Executive except for Cause;

          (B)  any material reduction in the Executive's responsibilities
               (including reporting responsibilities) or authority, including as
               such responsibilities or authority may be increased from time to
               time;


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          (C)  the assignment to the Executive of duties inconsistent with the
               Executive's office on the date of a Change in Control or as the
               same may be increased from time to time after a Change in
               Control;

          (D)  any material reduction (including, after a Change in Control,
               proportional reductions affecting all employees or executive
               employees) in the Executive's annual base salary in effect on the
               date of a Change in Control or as the same may be increased from
               time to time after a Change in Control;

          (E)  any failure (including, after a Change in Control, proportional
               failures affecting all executive employees) to continue the
               Executive's participation on substantially similar terms in the
               Plan or any bonus plan in which the Executive participated at the
               time of the Change in Control or any change or amendment to any
               substantive provisions of any such plan which would materially
               decrease the potential benefits to the Executive under any of
               such plans;

          (F)  any failure (including, after a Change in Control, a proportional
               failure affecting all executive employees) to provide the
               Executive with benefits at least as favorable as those enjoyed by
               the Executive under any of the Company's pension, life insurance,
               medical, health and accident or other employee plans in which the
               Executive participated at the time of the Change in Control,
               unless such reduction relates to a reduction in benefits
               applicable to all employees generally;

          (G)  the reassignment of the Executive to a location greater than
               sixty (60) miles from the principal executive offices of the
               Company before the Change in Control; and

          (H)  in the event of any of the events described in (B) through (G)
               above, the Executive voluntarily terminates his employment under
               this Agreement as a result of such event(s).

3.   Definitions: As used in this Agreement, the following terms shall have the
     meanings set forth below:

          (A)  "Cause" shall mean willful misconduct, intentional and material
               failure to perform duties under this Agreement by the Executive
               or the Executive's conviction of a felony. No

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               termination for cause shall be effective unless and until the
               Executive is given written notice that the act or omission
               constitutes "Cause" under this Agreement and the Executive is
               given an opportunity to correct or cure the particular act or
               omission within thirty (30) days after receipt by the Executive
               of such written notice from the Company.

          (B)  A "Change in Control" shall be deemed to have taken place if: (i)
               any person, including a group but not excluding the Company or
               any current stockholder of the Company who beneficially owns five
               percent (5%) or more of the Company's outstanding shares, becomes
               the beneficial owner of shares of the Company having fifty-one
               percent (51%) or more of the total number of votes that may be
               cast for the election of directors or (ii) there occurs any cash
               tender or exchange offer for shares of the Company, merger or
               other business combination, sale of assets or contested election,
               or any combination of the foregoing transactions, and as a result
               of or in connection with any such event persons who were
               directors of the Company before the event shall cease to
               constitute a majority of the Board of Directors of the Company or
               any successor to the Company. As used herein, the terms "person"
               and "beneficial owner" have the same meaning as under Section
               13(d) of the Securities Exchange Act of 1934, as amended, and the
               rules and regulations thereunder.

          (C)  A "Severance Payment" shall include the following: (i) all
               outstanding stock options granted to the Executive, if any, under
               the Company's 1996 Stock Incentive Plan, as such plan may be
               amended from time to time (the "Plan"), shall immediately become
               vested and shall be exerciseable in accordance with the
               provisions of the Plan and (ii) a lump sum cash payment, shall be
               payable within 30 days of termination of employment, equal to the
               amount determined by multiplying by two (2) the Executive's
               annual base salary then in effect on the date of termination.

4.   Notice of Termination. Any notice of termination of employment of the
     Executive shall be given by the Company in writing and delivered by hand
     delivery or by registered or certified mail, return receipt requested,
     postage prepaid, at such address as the Executive shall have furnished to
     the Company in writing.

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 5.      Non-Competition and Non-Solicitation. As further consideration for the
         Company's execution and delivery of this Agreement to the Executive,
         the Executive agrees as follows:

          (A)  Restrictions on Competition. While employed by the Company and
               for a period of one (1) year following termination of the
               Executive's employment, the Executive agrees that he will not
               directly or indirectly own an interest in, manage or control, or
               provide consulting services or services as an employee or
               partner, to a business engaged in managing, leasing, owning or
               operating assisted living facilities, nursing homes or sub-acute
               operations (the "Business Activities") within a sixty (60) mile
               radius of any Company facility existing or under active
               development at the time of such termination.

          (B)  Restriction on Solicitation. While employed by the Company and
               for a period of one (1) year following termination of the
               Executive's employment, the Executive agrees that he will not
               directly or indirectly: (i) solicit or encourage any of the
               Company's customers to deal with the Executive or any other third
               party other than the Company or (ii) solicit for the Executive's
               benefit or for the benefit of any third party the employment or
               services of any then current employee of the Company.

          (C)  Listed Stock Ownership Exception. Nothing in this Section 5 shall
               prohibit the Executive from owning stock in a publicly traded
               company as a passive investor provided that the Executive shall
               not own more than 5% of the equity of a publicly traded competing
               enterprise of the Company's.

6.       Successors.

          (A)  This Agreement is personal to the Executive and shall not be
               assignable by the Executive otherwise than by his will or by the
               laws of descent and distribution. This Agreement shall inure to
               the benefit of and be enforceable by the Executive's legal heirs
               and representatives.

          (B)  This Agreement shall inure to the benefit of and be binding upon
               the Company and its successors and assigns.

          (C)  The Company will require any successor (whether direct or
               indirect, by purchase, merger, consolidation or otherwise) to all
               or substantially all of the business and/or assets of the Company
               to assume expressly and agree to perform this

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               Agreement in the same manner and to the same extent that the
               Company would be required to perform it if no such succession had
               taken place. As used in this Agreement, the Company shall mean
               the Company as hereinbefore defined and any successor to its
               business and/or assets as aforesaid which assumes and agrees to
               perform this Agreement by operation of law or otherwise.

7.       Entire Agreement. This writing represents the entire agreement and
         understanding between the parties with respect to the subject matter
         contained herein and may not be altered or amended except in a writing
         signed by both parties.

8.       Unenforceability. If any provision of this Agreement shall be adjudged
         by any court of competent jurisdiction to be invalid or unenforceable
         for any reason, such judgment shall not affect, impair or invalidate
         the remainder of this Agreement.

9.       Waiver. The failure of the parties to insist upon strict compliance
         with any provisionhereof or the failure to assert any right the parties
         may have hereunder shall not be deemed to be a waiver of such provision
         or right or any other provision or right thereof by the parties.

10.      Counterparts. This Agreement may be executed by the parties in two or
         more counterparts, each of which shall be deemed to be an original, but
         all such counterparts shall constitute one and the same instrument.

11.      Headings. The headings of the sections and subsections of this
         Agreement are for convenience only and shall not control or affect the
         meaning or construction or limit the scope or intent of any of the
         provisions of this Agreement.

12.      Governing Law. This Agreement has been negotiated and executed within
         the Commonwealth of Pennsylvania and shall be governed by and construed
         in accordance with the laws of the Commonwealth of Pennsylvania.

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IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have
executed this Agreement as of the date first above written.

ATTEST:                    BALANCED CARE CORPORATION


/s/ Robin L. Barber        By: /s/ Brad E. Hollinger
Asst. Secretary            Brad E. Hollinger
                           President and CEO


WITNESS:                   EXECUTIVE

/s/ Robin L. Barber        /s/ Gary W. Anderson
                           Gary W. Anderson


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