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Exhibit 10.130

           GUARANTY OF MASTER LEASE AND SECURITY AGREEMENT (MIGRATORY)
                   AND LETTER OF CREDIT AGREEMENT (MIGRATORY)


                  THIS GUARANTY OF MASTER LEASE AND SECURITY AGREEMENT
(MIGRATORY) AND LETTER OF CREDIT AGREEMENT (MIGRATORY) (this "Guaranty") is
executed as of July 1, 2000 by BALANCED CARE CORPORATION, a Delaware
corporation, and those entities listed as Guarantors on Schedule 1 hereto, which
by this reference is incorporated herein (collectively, "Guarantor"), in favor
of NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation, and MLD DELAWARE
TRUST, a Delaware business trust (collectively, "Landlord").

                                 R E C I T A L S

                  A. Landlord and those entities listed as Tenants on Schedule 1
(collectively, "Tenant"), have entered into that certain Master Lease and
Security Agreement (Migratory) of even date herewith (the "Lease") whereby
Landlord has agreed to lease to Tenant the Premises, as more specifically set
forth in the Lease. All capitalized terms used herein and not otherwise defined
herein shall have the meaning ascribed to such terms in the Lease.

                  B. Landlord and Tenant have entered into, or shortly after the
date hereof will enter into, that certain Letter of Credit Agreement (Migratory)
(the "Letter of Credit Agreement"), whereby Tenant shall post and maintain with
Landlord a letter of credit as partial security for Tenant's obligations under
the Lease, as more particularly set forth therein.

                  C. It is a condition to Landlord's obligations under the Lease
that the Guarantor execute and deliver to Landlord this Guaranty.

                               A G R E E M E N T S

                  NOW, THEREFORE, in consideration of Landlord entering into the
Lease with Tenant, and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Guarantor agrees as follows:

                  1. Guaranty.
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                  Guarantor hereby absolutely and unconditionally guarantees to
Landlord the following (collectively, the "Guaranteed Obligations"):

                        (a) payment in full by Tenant of all rent (including,
            without limitation, Minimum Rent and Additional Rent) and other
            amounts due under the Lease in the manner and at the time prescribed
            in the Lease;

                        (b) the full, complete and timely performance by Tenant
            of all covenants, indemnities and other obligations under the Lease
            including, without limitation, any indemnity or other obligations of
            Tenant which survives the expiration or earlier termination of the
            Lease;

                        (c) the full, complete and timely performance by Tenant
            of all covenants, agreements and other obligations under the Letter
            of Credit Agreement;

                        (d) the accuracy and truthfulness in all material
            respects of all of the representations and warranties made by Tenant
            under the Lease and under the Letter of Credit Agreement; and

                        (e) all costs of collection or enforcement incurred by
            Landlord in exercising any remedies provided for in the Lease or the
            Letter of Credit Agreement at law or in equity with respect to the
            matters set forth in clauses (a) through (d) inclusive, above,
            including, without limitation, legal fees.

                  2. Performance by Guarantor.

                  If any Minimum Rent, Additional Rent or other amount due under
the Lease shall not be paid, or any obligation not performed as required by the
Lease or the Letter of Credit Agreement, then upon demand by Landlord, Guarantor
shall pay within ten (10) days of demand by Landlord such sums and perform such
obligations as required by the Lease or the Letter of Credit Agreement, as
applicable, without regard to:

                        (a) any defense, set-off, or counterclaim which
            Guarantor or Tenant (whether under the Lease or Letter of Credit
            Agreement) may have or assert;

                        (b) whether or not Landlord shall have instituted any
            suit, action or proceeding or exhausted its remedies or taken any
            steps to enforce any rights against


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            Tenant (whether under the Lease or Letter of Credit Agreement) or
            any other person to collect all or any part of such sums, either
            pursuant to the provisions of the Lease, the Letter of Credit
            Agreement or at law or in equity (it being understood that this is a
            guaranty of payment and not collection, and Guarantor's liability
            for such payment shall be primary); or

                        (c) any other condition or contingency.

                  Guarantor waives any right of exoneration and any right to
require Landlord to make an election of remedies. Guarantor covenants and agrees
that it shall not cause any default under the Lease or the Letter of Credit
Agreement.

                  3. Guarantor's Representations and Warranties.

                  Guarantor hereby represents and warrants unto Landlord that:

                        (a) This Guaranty constitutes a legal, valid, and
            binding obligation of Guarantor and is fully enforceable against
            Guarantor in accordance with its terms;

                        (b) One hundred percent (100%) of the equity interests
            of Tenant are owned beneficially and of record by Manager, and all
            of the issued and outstanding capital stock of Manager is owned
            beneficially and of record by BCC;

                        (c) Each entity comprising Guarantor is a corporation
            duly organized, validly existing and in good standing under the laws
            of the State of Delaware and is duly authorized and qualified to do
            all things required of it under this Guaranty; and

                        (d) This Guaranty is duly authorized, executed and
            delivered by and binding upon each entity comprising Guarantor.

                  Any material breach by Guarantor of the representations and
warranties set forth herein shall be a default under this Guaranty.

                  4. Waiver.

                  Guarantor hereby knowingly, voluntarily and unequivocally
waives:


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                        (a) all notice of acceptance hereof, protest, demand and
            dishonor, presentment and demands of any kind now or hereafter
            provided for by any statute or rule of law;

                        (b) any and all requirements that Landlord institute any
            action or proceeding, or exhaust any or all of Landlord's rights,
            remedies or recourses, against Tenant (whether under the Lease or
            Letter of Credit Agreement) or anyone else or any collateral as a
            condition precedent to bringing an action against Guarantor under
            this Guaranty, it being expressly agreed that the liability of
            Guarantor hereunder shall be primary and not secondary;

                        (c) any defense arising by reason of any disability,
            insolvency, bankruptcy, lack of authority or power, death, insanity,
            minority, dissolution or any other defense of Tenant, its successors
            and assigns, Guarantor or, if applicable, any other guarantor of the
            Guaranteed Obligations (even though rendering same void,
            unenforceable or otherwise uncollectible), it being agreed that
            Guarantor shall remain liable hereon regardless of whether Tenant or
            any other such person be found not liable thereon for any reason;

                        (d) the benefits of:

                              (1) all statutes of limitations as a defense to
                    any action or proceeding brought against Guarantor by
                    Landlord, to the fullest extent permitted by law;

                              (2) any defense based on any claim that
                    Guarantor's obligations exceed or are more burdensome than
                    those of Tenant (whether under the Lease or Letter of Credit
                    Agreement);

                              (3) any defense based on or arising out of any
                    defense that Tenant may have (whether under the Lease or
                    Letter of Credit Agreement) to the payment or performance of
                    the Guaranteed Obligations or any part of them; and

                              (4) the benefits of any and all express or implied
                    waivers that may otherwise be available to or claimed by
                    Guarantor under the laws of the State of California or any
                    Situs State;


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                        (e) any claim Guarantor might otherwise have against
            Landlord by virtue of Landlord's invocation of any right, remedy or
            recourse permitted it hereunder, under the Letter of Credit
            Agreement or under the Lease or otherwise available at law or
            equity;

                        (f) any failure, omission, delay or lack on the part of
            Landlord or Tenant (whether under the Lease or Letter of Credit
            Agreement) to enforce, assert or exercise any right, power or remedy
            conferred on Landlord or Tenant in the Lease, the Letter of Credit
            Agreement or this Guaranty or any action on the part of Landlord
            granting a waiver, indulgence or extension to Tenant or any
            Guarantor;

                        (g) the voluntary or involuntary liquidation,
            dissolution, sale or other disposition of all or substantially all
            the assets of Tenant or any Affiliate, marshalling of assets or
            liabilities, receiverships, insolvency, bankruptcy, assignment for
            the benefit of creditors, reorganization, arrangement, composition
            or readjustment of, or other similar proceeding affecting Tenant or
            any Affiliate or any of their respective assets, or the
            disaffirmance of all or any part of the Lease or the Letter of
            Credit Agreement in any such proceeding;

                        (h) any release or other reduction of the Guaranteed
            Obligations arising as a result of the expansion, release,
            substitution or replacement (whether or not in accordance with terms
            of the Lease) of the Premises or any portion thereof;

                        (i) any release or other reduction of the Guaranteed
            Obligations arising as a result of the release, substitution or
            replacement (whether or not in accordance with the terms of the
            Letter of Credit Agreement) of any letter of credit issued and
            outstanding pursuant to the Letter of Credit Agreement.

                  This Guaranty shall apply notwithstanding any extension or
renewal of the Lease, or any holdover following the expiration or termination of
the Term or any renewal or extension of the Term.

                  5. Financial Statements and Legal Proceedings.

                  The financial statements heretofore given to Landlord by or on
behalf of Guarantor (pursuant to this Guaranty, the Lease or otherwise):


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                        (a) have been prepared in accordance with generally
            accepted accounting principles consistently applied throughout the
            periods covered thereby;

                        (b) are true and correct in all material respects;

                        (c) present fairly the results of operations of the
            parties described therein for the respective periods covered
            thereby; and

                        (d) reflect accurately, in all material respects, the
            books and records of account of the parties described therein as of
            such dates and for such periods.

                  Subject to the foregoing, Guarantor hereby warrants and
represents unto Landlord that any and all balance sheets and other financial
statements and data which have heretofore been given to Landlord with respect to
Guarantor fairly and accurately present the financial condition of Guarantor.

                  6. Subsequent Acts.

                  Without notice to, consideration to, or the consent of,
Guarantor:

                        (a) the Lease, and Tenant's rights thereunder, may be
            modified, amended, renewed, assigned or sublet;

                        (b) the Letter of Credit Agreement, and Tenant's rights
            and obligations thereunder, may be modified, amended, renewed or
            assigned;

                        (c) any additional parties who are or may become liable
            for the Guaranteed Obligations may hereafter be released from their
            liability hereunder and thereon; and/or

                        (d) Landlord may take, or delay in taking or refuse to
            take, any and all action with reference to the Lease or the Letter
            of Credit Agreement (regardless of whether same might vary the risk
            or alter the rights, remedies or recourses of any Guarantor),
            including specifically the settlement or compromise of any amount
            allegedly due thereunder.

                  No such acts shall in any way release, diminish, or affect the
absolute nature of Guarantor's obligations and liabilities hereunder.
Guarantor's obligations and liabilities


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under this Agreement are primary, absolute and unconditional under any and all
circumstances and until the Guaranteed Obligations are fully and finally
satisfied, such obligations and liabilities shall not be discharged or released,
in whole or in part, by any act or occurrence which might, but for this Section
6, be deemed a legal or equitable discharge or release of a Guarantor.

                  7. Successors and Assigns.

                  This Guaranty may be enforced as to any one or more breaches
either separately or cumulatively, shall inure to the benefit of Landlord (and
its successors and assigns) and shall be binding upon Guarantor (and its
successors and assigns). All references herein to "Landlord" shall mean the
above-named Landlord and any subsequent owner of Landlord's interest in the
Lease or assignee of Landlord's rights under the Letter of Credit Agreement. No
transfer by any Guarantor of its obligations hereunder shall operate to release
any Guarantor from such obligations.

                  8. Remedies Cumulative.

                  All rights, remedies and recourses afforded to Landlord by
reason of this Guaranty, or otherwise, are separate and cumulative and may be
pursued separately, successively or concurrently, as occasion therefor shall
arise and are non-exclusive and shall in no way limit or prejudice any other
legal or equitable right, remedy or recourse which Landlord may have.

                  9. Subordination; Limitation on Rights of Subrogation.

                  If for any reason whatsoever Tenant now or hereafter becomes
indebted to Guarantor or any Affiliate of Guarantor (including, without
limitation, under the Management Agreement), such indebtedness and all interest
thereon shall at all times be subordinate in all respects to the Guaranteed
Obligations. Until the Guaranteed Obligations shall have been paid in full, each
Guarantor shall withhold exercise of (a) any claim, right or remedy, direct or
indirect, that such Guarantor now has or may hereafter have against Tenant or
any of its assets in connection with this Guaranty or the performance by such
Guarantor of its obligations hereunder, in each case whether such claim, right
or remedy arises in equity, under contract, by statute, under common law or
otherwise and including without limitation any right of subrogation,
reimbursement or indemnification that such Guarantor now has or may hereafter


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have against Tenant, and (b) any right of contribution such Guarantor may have
against any other guarantor (including any other Guarantor) of any of the
Guaranteed Obligations (including without limitation any such right of
contribution under Section 15(b)). Each Guarantor further agrees that, to the
extent the agreement to withhold the exercise of its rights of subrogation,
reimbursement, indemnification and contribution as set forth in this Section 9
is found by a court of competent jurisdiction to be void or voidable for any
reason, any rights of subrogation, reimbursement or indemnification such
Guarantor may have against Tenant, and any rights of contribution such Guarantor
may have against any such other guarantor, shall be junior and subordinate to
any rights Landlord may have against Tenant and to any right Landlord may have
against such other guarantor. If any amount shall be paid to any Guarantor on
account of any such subrogation, reimbursement or indemnification rights at any
time when all Guaranteed Obligations shall not have been paid in full, such
amount shall be held in trust for Landlord and shall forthwith be paid over to
Landlord to be credited and applied against the Guaranteed Obligations.

                  10. Governing Law.

                  This Guaranty and all rights and duties of Guarantor and
Landlord arising from this Guaranty shall be governed by, construed and enforced
in accordance with the laws of the State of California, without regard to the
conflict of law rules of such State, except to the extent as may be provided
expressly to the contrary in the Lease.

                  11. Severability.

                  If any provision of this Guaranty or the application thereof
to any person or circumstance shall, for any reason and to any extent, be
invalid or unenforceable, neither the remainder of this Guaranty nor the
application of such provision to any other persons or circumstances shall be
affected thereby, but rather the same shall be enforced to the greatest extent
permitted by law.

                  12. Attorneys' Fees.

                  If Landlord or Guarantor brings any action to interpret or
enforce this Guaranty, or for damages for any alleged breach thereof, the
prevailing party in any such action shall be entitled to reasonable attorneys'
fees and costs as awarded by the court in addition to all other recovery,
damages and costs.


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                  13. Confirmation.

                  At any time, and at the request of Landlord, Guarantor shall
execute and deliver to Landlord a certificate ratifying and confirming all of
Guarantor's obligations and liabilities under this Guaranty.

                  14. Benefit to Guarantor.

                  Guarantor acknowledges that it will derive substantial benefit
and value from the execution and continued existence of the Lease, and Guarantor
further acknowledges that Landlord will be relying upon Guarantor's guarantee,
representations, warranties and covenants contained herein.

                  15. Limitation on Amount Guaranteed; Contribution by
Guarantors.

                  (a) Anything contained in this Guaranty to the contrary
notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is
determined by a court of competent jurisdiction to be applicable to the
obligations of any Guarantor under this Guaranty, such obligations of such
Guarantor hereunder shall be limited to a maximum aggregate amount equal to the
largest amount that would not render its obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11
of the United States Code or any applicable provisions of comparable state law
(collectively, the "Fraudulent Transfer Laws"), in each case after giving effect
to all other liabilities of such Guarantor, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of such Guarantor (x) in respect of intercompany indebtedness to
Tenant or any Affiliates to the extent that such indebtedness would be
discharged in an amount equal to the amount paid by such Guarantor hereunder and
(y) under any guaranty of other indebtedness or obligations which guaranty
contains a limitation as to maximum amount similar to that set forth in this
Section 15(a), pursuant to which the liability of such Guarantor hereunder is
included in the liabilities taken into account in determining such maximum
amount) and after giving effect as assets to the value (as determined under the
applicable provisions of the Fraudulent Transfer Laws) of any rights to
subrogation, reimbursement, indemnification or contribution of such Guarantor
pursuant to applicable law or pursuant to the terms of any agreement (including
any such right of contribution under Section 15(b)).


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                  (b) Guarantors under this Guaranty together desire to allocate
among themselves (collectively, the "Contributing Guarantors"), in a fair and
equitable manner, their obligations arising under this Guaranty. Accordingly, in
the event any payment or distribution is made on any date by any Guarantor under
this Guaranty (a "Funding Guarantor") that exceeds its Fair Share (as defined
below) as of such date, that Funding Guarantor shall be entitled to a
contribution from each of the other Contributing Guarantors in the amount of
such other Contributing Guarantor's Fair Share Shortfall (as defined below) as
of such date, with the result that all such contributions will cause each
Contributing Guarantor's Aggregate Payments (as defined below) to equal its Fair
Share as of such date. "Fair Share" means, with respect to a Contributing
Guarantor as of any date of determination, an amount equal to (i) the ratio of
(x) the Adjusted Maximum Amount (as defined below) with respect to such
Contributing Guarantor to (y) the aggregate of the Adjusted Maximum Amounts with
respect to all Contributing Guarantors multiplied by (ii) the aggregate amount
paid or distributed on or before such date by all Funding Guarantors under this
Guaranty in respect of the obligations guaranteed. "Fair Share Shortfall" means,
with respect to a Contributing Guarantor as of any date of determination, the
excess, if any, of the Fair Share of such Contributing Guarantor over the
Aggregate Payments of such Contributing Guarantor. "Adjusted Maximum Amount"
means, with respect to a Contributing Guarantor as of any date of determination,
the maximum aggregate amount of the obligations of such Contributing Guarantor
under this Guaranty determined as of such date, in the case of any Guarantor, in
accordance with Section 15(a); provided that, solely for purposes of calculating
the Adjusted Maximum Amount with respect to any Contributing Guarantor for
purposes of this Section 15(b), any assets or liabilities of such Contributing
Guarantor arising by virtue of any rights to subrogation, reimbursement or
indemnification or any rights to or obligations of contribution hereunder shall
not be considered as assets or liabilities of such Contributing Guarantor.
"Aggregate Payments" means, with respect to a Contributing Guarantor as of any
date of determination, an amount equal to (i) the aggregate amount of all
payments and distributions made on or before such date by such Contributing
Guarantor in respect of this Guaranty (including in respect of this Section
15(b)) minus (ii) the aggregate amount of all payments received on or before
such date by such Contributing Guarantor from the other Contributing Guarantors
as contributions under this Section 15(b). The amounts payable as contributions
hereunder shall be determined as of the date on which the related payment or
distribution is made by the


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applicable Funding Guarantor. The allocation among Contributing Guarantors of
their obligations as set forth in this Section 15(b) shall not be construed in
any way to limit the liability of any Contributing Guarantor hereunder.

                  16. Counterparts.

                  This Guaranty may be executed in multiple counterparts, each
of which shall be an original, but all of which shall constitute but one
instrument. The signature page of any counterpart may be detached therefrom and
reattached to any other counterpart to physically form a single document.

                  17. Notices.

                  All notices, requests and demands to be made hereunder to the
parties hereto shall be made in writing to the addresses set forth below and
shall be given by any of the following means: (a) personal service; (b)
electronic communication, whether by telex, telegram or telecopying; (c)
certified or registered mail, postage prepaid, return receipt requested; or (d)
nationally recognized courier or delivery service. Such addresses may be changed
by notice to the other parties given in the same manner as provided above. Any
notice, demand or request sent pursuant to either subsection (a), (b) or (d)
hereof shall be deemed received upon the actual delivery thereof, and, if sent
pursuant to subsection (c) shall be deemed received five (5) days following
deposit in the mail. Refusal to accept delivery of any notice, request or demand
shall be deemed to be delivery thereof. If Guarantor is not an individual,
notice may be made on any officer, general partner or principal thereof. Notice
to any one co-Guarantor shall be deemed notice to all co-Guarantors. In the
event Landlord notifies Guarantor of the name and address of Landlord's lender,
Guarantor shall cause a copy of all notices delivered to Landlord by Guarantor
to be concurrently therewith delivered to such lender.

If to Guarantor:      c/o Balanced Care Corporation
                      1215 Manor Drive
                      Mechanicsburg, Pennsylvania 17055
                      Attention: Robin Barber, General Counsel
                      Facsimile No.: (717) 796-6294

with a copy to:       Kirkpatrick & Lockhart, LLP
                      Henry W. Oliver Building
                      535 Smithfield Street
                      Pittsburgh, Pennsylvania 15222


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                      Attention: Steven Adelkoff
                      Facsimile:  (412) 355-6501

If to Landlord:       Nationwide Health Properties, Inc.
                      610 Newport Center Drive, Suite 1150
                      Newport Beach, California  92660
                      Attention: Gary E. Stark, General Counsel
                      Facsimile No.: (949) 759-6876

with a copy to:       O'Melveny & Myers LLP
                      610 Newport Center Drive, Suite 1700
                      Newport Beach, California  92660
                      Attention: Steven L. Edwards
                      Facsimile No.:  (949) 823-6994

                  18. Incorporation of Recitals. The Recitals set forth above
are hereby incorporated by this reference and made a part of this Guaranty.
Guarantor hereby represents and warrants that the Recitals are true and correct.

                  19. Preservation of Gross Revenues.

                        (a) Guarantor acknowledges that a fair return to
            Landlord on its investment in the Premises is dependent, in part, on
            the concentration on the Premises during the Term of the ALF
            business of Tenant and its Affiliates in the geographical areas in
            which the Facilities located. Guarantor further acknowledges that
            the diversion of patient care activities from the Facilities to
            other facilities owned or operated by Guarantor or Tenant or their
            respective Affiliates at or near the end of the Term will have a
            material adverse impact on the value and utility of the Premises.
            Therefore, Guarantor agrees that during the Term, and for a period
            of one (1) year thereafter, neither Tenant nor Guarantor nor any
            Affiliate of Tenant or Guarantor shall, without the prior written
            consent of Landlord, operate, own, participate in or otherwise
            receive revenues from any other facility or institution providing
            services or similar goods to those provided on or in connection with
            the Premises and the permitted use thereof as contemplated under the
            Lease, within a five (5) mile radius of each of the Facilities;
            provided, however, that the provisions of this Section 19(a) shall
            not apply to the operation or ownership of any licensed skilled
            nursing facility or licensed acute care hospital facility.


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                        (b) In addition, Guarantor hereby covenants and agrees
            that for a period of one (1) year following the expiration or
            earlier termination of the Lease, neither Tenant nor Guarantor nor
            any Affiliate of Tenant or Guarantor shall, without prior written
            consent of Landlord, hire, engage or otherwise employ any management
            or supervisory personnel working on or in connection with any of the
            Facilities and not also working at any other facility owned or
            operated by Tenant or Guarantor or any Affiliate of Tenant or
            Guarantor.

                        (c) Except as required for medically appropriate
            reasons, prior to and for a period of one (1) year after Lease
            termination, neither Tenant nor Guarantor will recommend or solicit
            the removal or transfer of any patient from any Facility to any
            other nursing or healthcare facility, or to any senior housing or
            retirement housing facility; provided, however, that the provisions
            of this Section 19(c) shall not apply to the operation or ownership
            of any licensed skilled nursing facility or licensed acute care
            hospital facility.

                        (d) The terms of this Section 19 shall survive the
            termination or expiration of the Lease.

                        (e) Guarantor hereby specifically acknowledges and
            agrees that the temporal, geographical and other restrictions
            contained in this Section 19 are reasonable and necessary to protect
            the business and prospects of Landlord, and that the enforcement of
            the provisions of this Section 19 will not work an undue hardship on
            Guarantor or Tenant. Guarantor further agrees that in the event
            either the length of time, geographical or any other restrictions,
            or portion thereof, set forth in this Section 19 is overly
            restrictive and unenforceable in any court proceeding, the court may
            reduce or modify such restrictions, but only to the extent
            necessary, to those which it deems reasonable and enforceable under
            the circumstances, and the parties agree that the restrictions of
            this Section 19 will remain in full force and effect as reduced or
            modified. Guarantor further agrees and acknowledges that Landlord
            does not have an adequate remedy at law for the breach or threatened
            breach by Guarantor or Tenant of the covenants contained in this
            Section 19, and Guarantor therefore specifically agrees that
            Landlord may, in addition to other remedies which may be available
            to Landlord hereunder, file a suit in equity to enjoin Guarantor or
            Tenant from such breach or threatened breach,


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            without the necessity of posting any bond. Guarantor further agrees,
            in the event that any provisions of this Section 19 is held to be
            invalid or against public policy, the remaining provisions of this
            Section 19 and the remainder of this Guaranty and the Lease shall
            not be affected thereby.

                  20. License. Guarantor acknowledges and agrees that:

                        (a) the ALF licenses and all other licenses and
            certifications on or affecting the Facilities must be in the name of
            Tenant or Guarantor, one of their respective Affiliates, or another
            operator (the "Operator") approved in writing by Landlord whose
            consent may not be unreasonably withheld;

                        (b) neither Tenant, or Guarantor nor any other Operator
            may sell, transfer, assign, encumber, sublet, permit to lapse,
            expire, become suspended, or terminate any such licenses or
            certifications, operating rights associated with the Facilities and
            certification without the prior written consent of Landlord which
            may be not unreasonably withheld, except for transfers between
            Tenant, or Guarantor or their respective Affiliates (of which
            Landlord must receive written notice prior to such transfer);

                        (c) all such licenses are an integral part of each
            Facility and must remain at the applicable Facility unless approved
            in writing by Landlord, which approval may be unreasonably withheld
            (and agrees to so direct any other Operator);

                        (d) Tenant, Guarantor, or such Operator must provide
            photocopies of all such certifications and licenses, and any and all
            notices and reports requested by Landlord, within five days of
            receipt of such request.

                  21. Attempted Assignment of License. If (i) Tenant commits a
default under the Lease which remains uncured, (ii) Tenant, Guarantor or other
Operator attempt to transfer the Facility license or certification during the
term of the Lease without the prior written consent of Landlord (except for
transfers between Tenant or Guarantor, or their respective Affiliates, of which
Landlord has received written notice) (iii) at the end of the term of the Lease
or any lease termination, Tenant does not renew this Lease and the Premises are
not acquired by Guarantor or an Affiliate of Guarantor


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pursuant to the option to purchase the Premises set forth in Section 44 of the
Lease, or (iv) any governmental agency or department terminates or fails to
renew any ALF or other license and certification, then, in any such event,
Guarantor irrevocably appoints Landlord as its true and lawful ATTORNEY-IN-FACT
for the sole purpose of transferring such licenses and certifications to
Landlord. Guarantor hereby authorizes Landlord to execute on its behalf all
documents necessary for the outright transfer of such licenses and
certifications hereunder to Landlord and such documents may be process by
Landlord with the appropriate department of the applicable State government
without hindrance or delay on the part of Tenant, Manager, or Guarantor. This
power of attorney shall be irrevocable and uncontestable by Guarantor and
implement the intention of the Parties, protect against transfers of Tenant
Personal Property, licenses, certifications, and Intangible Property by and
between Guarantor and Tenant, and for the purpose of securing and guaranteeing
the payment and performance of Tenant's obligations under the Lease, Guarantor,
as debtor, hereby grants to Landlord, as secured party, a secured interest in
and an express contractual lien upon, all of Guarantor's right, title and
interest in and to the Tenant Personal Property and in and to the Intangible
Property and any and all products and proceeds thereof (including all licenses,
certifications, and permits, to the extent legally transferable), in which
Guarantor now owns or hereafter acquires an interest or right, including any
leased Tenant Personal Property, all as otherwise provided under the Lease with
respect to the Tenant and to the same extent as if Guarantor had signed the
Lease as Tenant. This Guaranty constitutes a security agreement covering all
such Tenant Personal Property, certifications, licenses, permits, and Intangible
Property.

                  22. Management Agreement. BCC acknowledges that BCC is the
sole shareholder of Manager. As the sole shareholder of Manager, BCC agrees and
shall cause the Manager to agree, that in the case of an Event of Default under
the Lease (after applicable cure periods): (i) Landlord shall have the right to
terminate the Management Agreement and the Manager's rights to manage the
Facility, (ii) Landlord shall have the right to require Manager to cooperate and
assist in all reasonable ways during any transition of management of the
Facility after such termination, (iii) during any such interim management,
Landlord shall have the right to approve or veto all operational budgets and
(iv) during such period, Manager shall otherwise take such actions or refrain
from taking such actions as Landlord may reasonably request.


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<PAGE>   16
                  23. Joint and Several Obligations. Except to the extent
expressly provided to the contrary herein, the liability and obligations of each
entity comprising Guarantor under this Guaranty shall be joint and several
including, without limitation, the provisions of Section 19.

                         [Signatures Begin on Next Page]


                                       16
<PAGE>   17
                 Executed as of the date first set forth above.

                                         "GUARANTOR"

                                         BALANCED CARE CORPORATION,
                                         a Delaware corporation


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

                                         BALANCED CARE AT TALLAHASSEE, INC.,
                                         a Delaware corporation


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

                                         BALANCED CARE AT PENSACOLA, INC.,
                                         a Delaware corporation


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

                                         BALANCED CARE AT YORK, INC.,
                                         a Delaware corporation


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


                                      S-1
<PAGE>   18
                                         BALANCED CARE AT LAKEMONT FARMS, INC.,
                                         a Delaware corporation


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

                                         BALANCED CARE AT HILLIARD, INC.,
                                         a Delaware corporation


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

                                         BALANCED CARE AT AKRON, INC.,
                                         a Delaware corporation


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


                                      S-2
<PAGE>   19
                                   SCHEDULE 1

                       Guarantors and Tenants (Migratory)

Guarantors:

1.       Balanced Care Corporation, a Delaware corporation

2.       Balanced Care at Tallahassee, Inc., a Delaware corporation

3.       Balanced Care at Pensacola, Inc., a Delaware corporation

4.       Balanced Care at York, Inc., a Delaware corporation

5.       Balanced Care at Lakemont Farms, Inc., a Delaware corporation

6.       Balanced Care at Hilliard, Inc., a Delaware corporation

7.       Balanced Care at Akron, Inc., a Delaware corporation

Tenants:

1.       C&G Healthcare at Tallahassee, L.L.C., a Delaware limited liability
company

2.       C&G Healthcare at Pensacola, L.L.C., a Delaware limited liability
company

3.       Elder Care Operators of York, LLC, a Delaware limited liability company

4.       Elder Care Operators of Lakemont Farms, LLC, a Delaware limited
liability company

5.       Elder Care Operators of Hilliard, LLC, a Delaware limited liability
company

6.       Elder Care Operators of Akron, LLC, a Delaware limited liability
company


                                   Schedule 1