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Exhibit 10.17
                                      NOTE


$1,000,000.00                                                   October 1, 2000
                                                    Mechanicsburg, Pennsylvania


         FOR VALUE RECEIVED, BALANCED CARE AT MERRILLVILLE, INC., a corporation
organized under the laws of the State of Delaware ("Borrower"), shall pay to the
order of HEALTH CARE REIT, INC., a corporation organized under the laws of the
State of Delaware ("Lender"), the principal sum of One Million and 00/100
Dollars ($1,000,000.00), or so much thereof as shall have been advanced to
Borrower, with interest on so much thereof as shall from time to time be
outstanding at the rate of interest set forth below, until fully paid. This note
is given pursuant to the Loan Agreement of even date between Borrower and
Lender, as amended from time to time (the "Loan Agreement") and is subject to
the provisions thereof. The definitions in the Loan Agreement shall be
applicable to any capitalized terms herein that are not otherwise defined. If
there is any conflict between the terms of the Loan Agreement and the terms of
this note, the provisions of the Loan Agreement shall control.

         1. Definitions.

                  "Amortization Date" means the fourth anniversary of the
Commencement Date.

                  "Business Day" means any day which is not a Saturday or Sunday
or a public holiday under the laws of the United States of America or the State
of Ohio.

                  "Closing Date" means the date of this note.

                  "Collateral Document" means any document providing security
for or guarantee of repayment of this note.

                  "Commencement Date" means [i] the Closing Date if the Closing
Date occurs on the first day of a month or [ii] the first day of the month after
the Closing Date if the Closing Date occurs on any day other than the first day
of the month.

                  "Default Rate" means 2.50% plus the then applicable interest
rate.

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                  "Event of Default" has the meaning set forth in Section 7.

                  "Facility" has the meaning set forth in the Lease.

                  "Initial Rate" has the meaning set forth in Section 2(a).

                  "Lease" means the Lease Agreement by which Lender leases the
Facility to Tenant.

                  "Loan" means the loan evidenced by this note.

                  "Loan Advance" means each advance of proceeds of the Loan.

                  "Maturity Date" means the earlier of [i] the date on which
Tenant acquires fee simple title to the Facility pursuant to the Option to
Purchase under the Lease; or [ii] the eighth anniversary of the Commencement
Date.

                  "State" means the Commonwealth of Pennsylvania.

         2. Interest Rate.

         (a) Initial Rate. Interest shall accrue on the principal amount
outstanding from and after the Closing Date until the Maturity Date at the rate
of 12% per annum ("Initial Rate").

         (b) Post-Maturity Rate. If the outstanding balance of this note has not
been paid in full by the Maturity Date, the interest rate on this note shall be
at the Default Rate.

         (c) Default Rate. After the occurrence and during the continuance of an
Event of Default, Borrower shall pay interest on this note, and on any judgment
on this note, at the Default Rate.

         (d) Computation Method. All interest rates shall be calculated based on
the actual number of days elapsed over a 360-day year (365/360 method).

         3. Payments. Borrower shall make payments in accordance with the
following:

         (a) On the Commencement Date, Borrower shall make a payment of interest
on the outstanding principal balance of this note at the Initial Rate for the
period commencing on the Closing Date and ending on the day before the
Commencement Date. If the


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Closing Date occurs on the first day of a month, this paragraph shall not
apply and no payment is due on the Commencement Date.

         (b) On the first day of the first month after the Commencement Date and
on the first day of each month thereafter to and including the Amortization
Date, Borrower shall pay accrued interest only on the outstanding principal
balance at the Initial Rate for the period commencing on the Commencement Date
and ending on the day before the Amortization Date.

         (c) Commencing on the first day of the first month after the
Amortization Date and on the first day of each month thereafter until the
Maturity Date, Borrower shall make monthly payments of principal and interest in
an amount sufficient to fully amortize the outstanding principal balance of this
note during the period commencing on the Amortization Date at the applicable
interest rate then in effect based upon a 4-year amortization period.

         (d) On the Maturity Date or upon prepayment of this note, Borrower
shall pay the outstanding principal balance of this note, all accrued and unpaid
interest, and all charges, expenses and other amounts payable by Borrower to
Lender.

         4. Method and Place of Payment. Borrower shall make all payments on
this note at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603, or at
such other place as the holder hereof may designate in writing. Borrower shall
make all payments in lawful money of the United States of America in immediately
available funds.

         5. Prepayment. Borrower may prepay all or any portion of the
outstanding principal balance of this note, all accrued and unpaid interest, and
all charges, expenses and other amounts payable by Borrower to Lender at any
time without payment of any prepayment fee.

         6. Application of Payments. Unless Lender elects otherwise, in its sole
discretion, all payments and other amounts received by Lender shall be credited
as follows: [i] first, to any charges, costs, expenses and fees payable by
Borrower under this note, or incurred by Lender for the protection of any
collateral securing the payment of this note, if not paid by Borrower by the due
date; [ii] second, to interest on the foregoing amounts at the Default Rate from
the due date or date of payment by Lender, as the case may be; [iii] third, to
accrued but unpaid interest on this note; [iv] fourth, to the principal amount
outstanding; and [v] the balance, if any, to Borrower.


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         7. Default. Any Event of Default under the Loan Agreement shall
constitute an "Event of Default" hereunder without advance notice to Borrower,
such notice being expressly waived by Borrower.

                  (a) Condition of Event of Default. Lender and Borrower
acknowledge that any monetary obligation of Borrower under the terms of this
note, which cannot be satisfied from revenues from operation of the Facility,
are subject to and conditioned upon Lender advancing funds pursuant to the
Working Capital Loan (subject to Borrower's obligation to advance working
capital under Section 2.1.2 of the Loan Agreement). Lender's failure to advance
such funds shall not entitle Lender to declare an Event of Default due to
Borrower's failure to comply with a monetary obligation that cannot be satisfied
from revenues from operation of the Facility, however, Lender shall not be
prohibited from declaring an Event of Default as a result of a non-monetary
caused Event of Default or a monetary Event of Default that occurs when Lender
does not have an obligation to advance pursuant to Section 2.1.2 of the Loan
Agreement.

         8. Acceleration. Upon the occurrence of any Event of Default, in
addition to all other remedies available to Lender, any security for or
guarantee of this note, and at law or in equity, at the option of Lender [i] the
outstanding principal balance of this note, all accrued and unpaid interest
thereon, and all other amounts payable by Borrower to Lender shall be
immediately due and payable, and [ii] all such amounts shall bear interest at
the Default Rate from the date of the Event of Default until paid. Lender may
exercise either or both options without notice or demand of any kind.

         9. Governing Law. This note shall be governed by and construed in
accordance with the internal laws of the State, without giving effect to the
conflict of laws rules thereof.

         10. Time is of the Essence. Time is of the essence in the payment of
this note. All grace periods in the Lease and any Collateral Document that apply
to a default shall run concurrently.

         11. Holidays. If any installment of this note becomes due on a day
which is not a Business Day, Borrower may pay the installment on the next
succeeding day on which banking institutions are open.

         12. Waivers. None of the following shall be a course of dealing,
estoppel, waiver or the like on which any party to



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this note or any Collateral Document may rely: [i] Lender's acceptance of one or
more late or partial payments; [ii] Lender's forbearance from exercising any
right or remedy under this note or any Collateral Document; or [iii] Lender's
forbearance from exercising any right or remedy under this note or any
Collateral Document on any one or more occasions. Lender's exercise of any
rights or remedies or a part of a right or remedy on one or more occasions shall
not preclude Lender from exercising the right or remedy at any other time.
Lender's rights and remedies under this note, the Collateral Documents, and the
law and equity are cumulative to, but independent of, each other.

         13. Representations. Each party to this note and each Collateral
Document: [i] acknowledges that Lender would not have extended the credit
evidenced by this note and will not continue to extend the credit but for the
obligations of each; [ii] warrants that each has executed this note or
Collateral Documents to induce Lender to extend and to continue to extend the
credit; [iii] warrants that each has received good and valuable consideration
for executing this note or any Collateral Document; and [iv] warrants that none
have executed this note or any Collateral Document in reliance upon the
existence of the security for or guaranty or promise of the payment of this
note.

         14. Indulgences. Without notice, Lender may do or refrain from doing
anything affecting this note or any Collateral Document, as many times as Lender
desires, including the following [i] granting or not granting any indulgences to
anyone liable for payment of this note or to anyone liable under any Collateral
Document; [ii] releasing any security or anyone or any property from liability
on this note or any Collateral Document; [iii] amending this note or any
Collateral Document, including extending the time for payment of this note, in
accordance the terms of such Collateral Documents.

         15. No Release of Liability. No obligations of any party to this note
shall be affected by [i] any default in this note or any Collateral Document
when accepted by Lender or arising any time thereafter; [ii] the
unenforceability of or defect in this note or in any Collateral Document or any
interest conveyed by any Collateral Document; [iii] any decline in the value of
any interest in any property conveyed by any Collateral Document; or, [iv] the
death, incompetence, insolvency, dissolution, liquidation or winding up of
affairs of any party to this note or any Collateral Document or the start of
insolvency proceedings by or against any such party. EACH PARTY TO ANY
COLLATERAL DOCUMENT WAIVES ALL SURETYSHIP DEFENSES. No party to this note or any
Collateral Document may enforce any right of subrogation or



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contribution unless and until this note is paid in full and waives all rights
of subrogation against any party that is subject to insolvency proceedings
unless and until this note is paid in full.

         16. Notices. All notices, demands, requests and consents (hereinafter
"notices") given pursuant to this note shall be in writing, and shall be served
by [i] personal delivery, [ii] United States Mail, postage prepaid; or [iii]
nationally recognized overnight courier to the following addresses:

                  To Borrower:      Balanced Care at Merrillville, Inc.
                                    1215 Manor Drive
                                    Mechanicsburg, Pennsylvania 17055

                  To Lender:        Health Care REIT, Inc.
                                    One SeaGate, Suite 1500
                                    P.O. Box 1475
                                    Toledo, Ohio  43603

All notices shall be deemed to be given upon the earlier of actual receipt or
three days after deposit in the United States mail or one business day after
deposit with the overnight courier. Lender and Borrower may change their notice
address at any time by giving the other party written notice of such change.

         17. Representation and Warranty Regarding Business Purpose. Borrower
represents and warrants that the loan evidenced by this note is for business
purposes only and not for personal, family, household, or agricultural purposes.

         18. Security. This note is secured by the Mortgage, a security interest
in certain property of Borrower granted pursuant to the provisions of Article 24
of the Lease and by a pledge of all of the issued and outstanding securities of
Borrower granted pursuant to the provisions of Section 25.19 of the Lease. This
note is guaranteed by the Unconditional and Continuing Guaranty of Balanced Care
Corporation.

         19. Protest. Each party to this note jointly and severally waives
protest, notice of protest, demand, dishonor or default, presentment for
payment, notice of intent to declare this note immediately due and payable,
notice of declaration that this note is immediately due and payable in full, all
other notices, and all demands.

         20. Savings Clause. The intention of Lender and Borrower is to comply
with the laws of the State concerning the rate of interest on this note.
Notwithstanding any other


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provision in this note or in any other document given in connection with this
note, Borrower shall not be required to pay interest in excess of the maximum
lawful rate. To the extent the amount of interest provided in this note ever
exceeds the maximum lawful rate (the "Excess Interest"), [i] the provisions of
this paragraph shall govern and control; [ii] Borrower shall not be obligated to
pay any Excess Interest; [iii] any Excess Interest that Lender may have received
shall be credited against the then outstanding balance due under this note and,
if the Excess Interest exceeds the outstanding balance, the excess amount shall
be refunded to Borrower; [iv] the rate of interest under this note shall be
automatically reduced to the maximum lawful rate and this note and any other
documents given in connection therewith shall be deemed reformed and modified to
reflect such reduction; and [v] subject to the foregoing provisions of this
paragraph, Borrower shall have no action or remedy against Lender for any
damages whatsoever or any defense to enforcement of the note or any other
documents given in connection therewith arising out of the payment or collection
of any Excess Interest. In determining whether interest paid or payable on this
note exceeds the maximum lawful rate, Borrower agrees to exclude voluntary
prepayment fees from the calculation of interest and to spread the total amount
of interest throughout the entire contemplated term of this note.

         21. Attorney's Fees and Expenses. Borrower shall pay to Lender all
reasonable costs and expenses incurred by Lender in enforcing or preserving
Lender's rights under this note, any Collateral Document, and in all matters of
collection, provided an Event of Default has actually occurred or has been
declared and thereafter cured, including but not limited to, [i] attorney's and
paralegal's fees and disbursements; [ii] the fees and expenses of any
litigation, administrative, bankruptcy, insolvency, receivership and any other
similar proceeding; [iii] court costs; [iv] the expenses of Lender, its
employees, agents, attorneys and witnesses in preparing for litigation,
administrative, bankruptcy, insolvency and other proceedings and for lodging,
travel, and attendance at meetings, hearings, depositions, and trials; and [v]
consulting and witness fees incurred by Lender in connection with any litigation
or other proceeding, but excluding Lender's internal bookkeeping and routine
loan servicing costs.

         22. Severability. If any clause, provision, section or article of this
note is ruled invalid by any court of competent jurisdiction, the invalidity of
such clause, provision, section, or article shall not affect any of the
remaining provisions hereof.



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         23. Assignment. Borrower shall not assign its rights nor delegate its
obligations under this note.

         24. Amendment. This note may not be amended except in writing signed by
Borrower and Lender. All references to this note, whether in this note or in any
other document or instrument, shall be deemed to incorporate all amendments,
modifications, and renewals of this note and all substitutions made therefor
after the date hereof.

         25. CONSENT TO JURISDICTION. BORROWER HEREBY IRREVOCABLY SUBMITS AND
CONSENTS TO THE NON-EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL
COURT HAVING JURISDICTION OVER LUCAS COUNTY, OHIO OR CUMBERLAND COUNTY,
PENNSYLVANIA FOR ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER
ARISING FROM OR RELATED TO [I] THE TERM SHEET FOR THE LOAN EVIDENCED BY THIS
NOTE; [II] THIS NOTE; OR [III] ANY LOAN DOCUMENT EXECUTED IN CONNECTION WITH
THIS NOTE. BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT BORROWER
MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF ANY SUCH ACTION OR PROCEEDING. BORROWER AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

         BORROWER AND ANY GUARANTOR AGREE NOT TO INSTITUTE ANY LEGAL ACTION OR
PROCEEDING AGAINST LENDER OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT OR PROPERTY
OF LENDER, CONCERNING ANY MATTER ARISING OUT OF OR RELATING TO THE TERM SHEET,
THIS NOTE OR ANY LOAN DOCUMENT IN ANY COURT OTHER THAN A STATE OR FEDERAL COURT
HAVING JURISDICTION OVER LUCAS COUNTY, OHIO.

         BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS BY LENDER IN ANY MANNER
AND IN ANY JURISDICTION PERMITTED BY LAW. NOTHING HEREIN SHALL AFFECT OR IMPAIR
LENDER'S RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW, OR
LENDER'S RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR THE
PROPERTY OF BORROWER OR ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION.

         26. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW,
BORROWER AND ANY GUARANTOR HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A
JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIMS ARISING OUT OF OR RELATING
TO THIS NOTE.

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                  IN WITNESS WHEREOF, the undersigned has executed this note
effective as of the date first set forth above.

                              BALANCED CARE AT MERRILLVILLE,
                              INC.

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





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