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Exhibit 10.140
                              COMPLETION AGREEMENT


         This Completion Agreement ("Agreement") is made and entered into this
3rd day of August, 2000, by and between BCC Development and Management Company,
Inc. ("Owner") and United States Fidelity & Guaranty Company ("Surety").

                                    RECITALS

         WHEREAS, on or about February 23, 1998, Owner entered into a
construction contract with CCI Construction Company, Inc. ("Principal") for the
construction of an assisted living community known as Outlook Pointe at
Hilliard, located in Hillard, Ohio (the "Project"). The construction contract
between Principal and Owner, together with all agreed upon Change Orders thereto
are collectively referred to as the "Contract."

         WHEREAS, on or about February 23, 1998, Surety executed a Performance
Bond for the Project in the penal sum of $5,235,000.00 (the "Performance Bond
Penal Sum"). On or about February 23, 1998, Surety executed a separate Payment
Bond for the Project in the penal sum of $5,235,000.00 (the "Payment Bond Penal
Sum"). The Performance Bond and the Payment Bond are collectively referred to as
the "Bonds."

         WHEREAS, on or about February 22, 2000, Principal voluntarily abandoned
the Project.

         WHEREAS, on or about March 3, 2000, Owner made a formal written demand
upon Surety to cure all defaults and satisfy all obligations of Principal under
the Contract pursuant to Surety's obligations under the Bonds.

         WHEREAS, in order to provide for orderly completion of the Project,
Surety and Owner wish to enter into this Agreement.

                                    AGREEMENT

         NOW THEREFORE, in consideration of the mutual covenants and obligations
set forth herein, and for other good and valuable consideration and intending to
be legally bound hereby, Surety and Owner hereby agree as follows:

         1. The parties agree that the Owner will employ forces to complete all
remaining work on the Project through Final
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Completion. Owner shall backcharge against the Contract Balance (as defined
herein) all amounts reasonably expended to complete all of the Work under the
Contract. Surety shall have the right to review and verify all costs incurred in
the completion of the Work and the reasonableness thereof and Surety expressly
reserves the right to contest the validity of any backcharge. Owner expressly
agrees that upon achievement of Final Completion as per the Contract and
identification and assessment of all appropriate backcharges as provided for
herein, Surety's obligation under the Performance Bond to complete the
construction work required under the Contract shall be deemed to have been
satisfied. Surety hereby expressly agrees and acknowledges that, notwithstanding
achievement of Final Completion and satisfaction of certain obligations under
the Performance Bond, and provided that Owner completes the construction work in
full compliance with the requirements set forth in the Contract, Surety shall
(i) remain liable for all warranty obligations for the Project and (ii) remain
responsible to satisfy its obligations under this Agreement and the Payment
Bond. Moreover, Owner expressly reserves the right to assert damage claims
against Principal and Surety under the Bonds and the Contract resulting from
defaults of Principal under the Contract.

         2. The parties understand that as of the date of this Agreement:

                  (a)      The current Contract Sum under the Contract,
                           including all approved Change Orders is
                           $5,607,899.87.

                  (b)      To date, the Owner has paid to the Principal amounts
                           totaling $5,318,812.50.

                  (c)      The difference between the amount in subsection (a)
                           and subsection (b) shall be referred to as the
                           "Contract Balance," which as of the date of this
                           Agreement is $289,087.37. The Contract Balance shall
                           be increased or decreased as provided for under the
                           terms of the Contract as a result of any pending
                           Change Orders, claims or other disputed items of work
                           or requests for additional compensation under the
                           Contract. For purposes of this Agreement, any
                           liquidated damages assessed or to be assessed by the
                           Owner under the Contract shall not be applied so as
                           to reduce the Contract Balance.
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                  (d)      The parties now estimate that the cost to complete
                           the construction work under the Contract is
                           approximately $100,000. This amount is an estimate of
                           the parties based upon available information. This
                           estimate does not constitute a limit on the amount of
                           backcharges that Owner may assess against the
                           Contract Balance nor may it be construed as an
                           acceptance by the Surety of the scope or cost of all
                           work remaining under the Contract. The amount of
                           appropriate backcharges are governed by Paragraph 1
                           above.

                  (e)      The parties reserve the right to verify the accuracy
                           of the Contract Balance. The sole remedy of the
                           parties in the event it is determined that the
                           Contract Balance is inaccurate, is reformation of the
                           Contract Balance set forth in this Agreement.

         3. After completion of the Work and achievement of Final Completion as
provided for herein, Owner shall pay to Surety the lesser of the following:

                  (a)      The Contract Balance as reduced by all appropriate
                           backcharges for costs incurred by Owner to Complete
                           the Work less a fixed sum of $8,000 (hereinafter, the
                           "Offset"); or

                  (b)      All Payment Bond losses incurred by Surety in
                           satisfaction of claims or liens pursuant to its
                           obligations under the Payment Bond.

Except as set forth in this paragraph, Owner shall not offset or otherwise
reduce the payment to Surety for liquidated damages, delay damages and other
losses incurred as a result of Principal's default under the Contract. Owner
shall, however, be entitled to offset and reduce the payment to Surety for any
breach by Surety of its obligations under this Agreement and/or the Payment
Bond.

         4. Surety acknowledges that Owner has been served with Writs of
Execution and/or Attachment ("Writs") by Allfirst Bank which designate Owner as
a garnishee to satisfy Principal's debt to Allfirst Bank in the amount of
$1,600,691.81. Notwithstanding the Writs, Surety has demanded that Owner pay to
surety portions of the Contract Balance funds remaining after the Owner's
completion of the work. Owner has agreed to pay money directly to Surety
pursuant to the terms of this
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Agreement; provided, however, that Owner's agreement to make such payments to
Surety is conditioned upon Surety's agreement to provide full indemnification
for all claims and damages as provided for in this Agreement.

         5. The Surety shall defend, indemnify and hold harmless Owner and its
respective past, present, and future administrators, officers, directors,
shareholders, employees, predecessors, successors, representatives, agents,
attorneys, advisers, assigns, transferees, parents, subsidiaries, partners,
members, managers, affiliates and legal representatives (collectively
"Indemnitees") from and against any and all claims, liabilities, damages,
losses, costs and expenses (including without limitation attorneys' fees),
arising out of or related in any way to the Writs and/or payments by Owner to
Surety pursuant to the terms of this Agreement.

         6. After receiving notice of any claim by Allfirst for which
Indemnification would be available under this Agreement, the Indemnitee shall
within a reasonable time period, give notice thereof to Surety, provided that
the giving of such notice shall not be a condition of indemnification. After
receipt of notice of an Indemnified Claim, Surety agrees to bear all reasonable
costs and expenses (including attorneys' fees) incurred in connection with the
investigation, negotiation, settlement or defense of any Indemnified Claim, and
further agrees to pay all such costs and expenses as incurred on a monthly
basis. Surety shall have the right to review all legal costs and other expenses
for which indemnification is sought. Surety further agrees to indemnify the
Indemnitees from and against any liability, damages, losses or settlements which
may be incurred as a result of an Indemnified Claim. The Indemnitees agree to
cooperate with Surety and provide Surety information regarding the status of any
Indemnified Claims. Surety shall have the right to select counsel of its choice
for the defense of any Indemnified Claim, provided that such counsel is
reasonably acceptable to Owner, or to tender defense of such claims to the
Indemnitees.

         7. With the exception of its liability as set forth in Paragraphs 9 and
10, the total liability of the Surety under this Agreement and the Performance
Bond for completion of the Work under the Contract and payment of all damages
incurred by Owner as a result of the defaults of Principal in completing the
Work, shall not exceed the Penal Sum of the Performance Bond. Nothing in this
Agreement constitutes a waiver of such penal sum or an increase in the liability
of the Surety under the Performance Bond.
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         8. Owner agrees that it will give Surety prompt notification of any
problems, disputes, or claims that occur in respect to the remaining work for
the completion of the Contract.

         9. Surety hereby agrees to satisfy or bond off all currently known
liens on the Project by all Claimants that have standing to assert claims under
the Payment Bond within twenty-one (21) days of the execution of this Agreement.
A list of currently known liens is attached hereto as Exhibit A. Surety further
agrees to keep the Project totally free and clear of all liens and encumbrances
that have been or may be asserted by any contractor, subcontractor, supplier, or
worker that performed work on or supplied material to the Project on behalf of
the Principal prior to the Owner's commencement of its efforts to complete all
remaining work under the Contract.

         10. With the exception of its liability as set forth in Paragraphs 7
and 9, the total liability of the Surety under this Agreement and the Payment
Bond for satisfaction of Surety's obligations under the Payment Bond shall not
exceed the sum of (i) all amounts paid to Surety by Owner pursuant to the terms
of this Agreement, plus (ii) the Penal Sum of the Payment Bond. All amounts in
excess of amounts paid directly to Surety by Owner, properly and reasonably
expended by Surety to satisfy its obligations under the Payment Bond, shall be
credited to Surety against the Penal Sum of the Payment Bond. Nothing in this
Agreement constitutes a waiver of such penal sum or an increase in the liability
of Surety under the Payment Bond.

         11. Provided that Owner completes all remaining work on the Project in
full compliance with the requirements set forth in the Contract, Surety shall be
obligated to perform or cause to be performed all warranty work required under
the terms of the Contract, whether such work is required before or after
achievement of Final Completion. All such warranty obligations shall be
coextensive with the warranty obligations under the Contract.

         12. Surety expressly reserves all prior rights, equitable liens and
rights to subrogation that would be the Principal's, the laborers' or
materialmen's or the Contractor's under the Contract or at law or equity, as
well as its own rights dating back to the execution of the Bonds, including but
not limited to those rights and remedies that may accrue during the completion
of the Contract. No waiver of such rights is agreed to or implied or intended
regardless of any provisions of this Agreement to the contrary.
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         13. Owner expressly reserves all rights, claims and causes of action
that it may have against Principal and/or Surety under the Contract, this
Agreement and/or the Bonds to seek recovery of any and all damages incurred by
Owner as a result of defaults under and/or breaches of the Contract, the
Agreement and/or the Bonds. The rights, claims and causes of action reserved by
Owner shall include, without limitation, claims for delay damages incurred by
Owner as a result of Principal's and/or Surety's defaults. Notwithstanding any
language in the Contract to the contrary, the making of payments to Surety as
provided for herein shall not constitute a waiver of any rights or claims for
damages resulting from breaches of the Contract. By paying the Contract Balance
less the Offset to Surety as provided for herein, Owner is merely acknowledging
completion of the construction work as required by the Contract. Surety hereby
acknowledges that Owner has reserved its rights with respect to damages incurred
as a result of defaults of Principal and/or Surety and that Owner has the right
to and may assert claims against Surety and/or Principal to recover all such
damages.

         14. This Agreement is effective as of the date first written above.

         15. This Agreement shall inure to the benefit of and be binding upon
the parties hereto, their successors and assigns.

         16. This Agreement may not be amended or altered in any way except in
writing executed by both the parties hereto.

         17. This Agreement shall be governed and controlled by the laws of the
State of Ohio.

         18. This Agreement, together with the Contract and the Bonds,
constitutes the whole of the understanding, discussions and agreements by and
between Owner and Surety. The terms and provisions of this Agreement are
contractual and not mere recitals. Owner and Surety acknowledge that there have
been no oral, written or other agreements of any kind as a condition precedent
to or to induce the execution and delivery of this Agreement. Any written or
oral discussion conducted prior to the effective date of this Agreement shall
not in any way vary or alter the terms of this Agreement.

         19. Any notices which are required to be given by the terms of this
Agreement, the Contract or the Bonds shall be made in writing as follows:

          As to Owner:
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          Robin L. Barber, Esquire
          Balanced Care Corporation
          1215 Manor Drive
          Mechanicsburg, PA  17055

          and

          George B. Foster, Esquire
          Kirkpatrick and Lockhart LLP
          Henry W. Oliver Building
          535 Smithfield Street
          Pittsburgh, PA  15222-2312

          As to Surety:

          St. Paul Surety Claims
          Matthew L. Silverstein, Esquire
          P.O. Box 1138 (MC 41)
          Baltimore, MD  21203-1138

          and

          Fred A. Mendicino, Esquire
          Watt, Tieder, Hoffar & Fitzgerald, L.L.P.
          7929 Westpark Drive, Suite 200
          McLean, VA  22102

         20. It is understood and agreed by Owner and Surety that this Agreement
shall be construed without regard to any presumption or other rule requiring
construction against the party causing this Agreement to be drafted.

         21. All terms and conditions of the Contract shall be and remain the
same.

         22. Other than as set forth below in this paragraph, the parties hereto
do not intend by any provision of this Agreement to create any third-party
beneficiaries nor to confer any benefit upon or enforceable rights or otherwise
upon anyone other than the parties hereto. The parties do, however, acknowledge
and agree (i) Nationwide Health Properties, Inc. ("Nationwide") is a dual
Obligee under the Bonds, (ii) that the Contract and the Bonds were collaterally
assigned by Owner to Nationwide at the commencement of the Project, and (iii)
pursuant to the dual obligations of Surety under the Bonds and
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the Collateral assignment, Nationwide has certain rights under the Contract, the
Bonds and this Agreement.

         23. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
the same Agreement. Delivery of an executed copy of this Agreement via facsimile
or other electronic transmission shall be deemed effective delivery.



         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first written above, and each of the undersigned
personally represent and warrant that they have the full right, power and
authority to execute this Agreement on behalf of the respective parties.

                                      OWNER


                                      By: /s/Robin L. Barber
                                      Name: Robin L. Barber
                                      Title: Vice President and
                                                 Secretary



                                     SURETY


                                     By:/s/ Matthew L. Silverstein
                                     Name: Matthew L. Silverstein
                                     Title: Surety Claims Attorney