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Exhibit 10.13

                       AMENDMENT TO MASTER LEASE AGREEMENT


                  THIS AMENDMENT TO MASTER LEASE AGREEMENT ("Amendment") is
dated as of October 1, 2000 between HEALTH CARE REIT, INC., a corporation
organized under the laws of the State of Delaware "HCRI" and "Landlord"), having
its principal office located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo,
Ohio 43603, and BALANCED CARE AT MERRILLVILLE, INC., a corporation organized
under the laws of the State of Delaware ("Tenant") having its chief executive
office located at 1215 Manor Drive, Mechanicsburg, Pennsylvania 17055.

                                 R E C I T A L S

                  A. Landlord and Tenant entered into a Master Lease Agreement
of even date ("Lease") of the Leased Property (as defined in the Lease).

                  B. In the case of the Merrillville Facility (as defined in the
Lease), Landlord originally leased the Merrillville Facility to Summerville
Assisted Living, Inc. ("Prior Tenant"). Landlord and Tenant are entering into
the Lease following Landlord's termination of the Leasehold Interest of Prior
Tenant. To avoid interruption of the operation of the Merrillville Facility,
Tenant agreed to enter into the Lease without the opportunity to do a full and
complete due diligence investigation of the Merrillville Facility. As a result
of these circumstances, Landlord and Tenant have agreed to make certain
modifications to the Lease.

                  C. Landlord and Tenant desire to amend the Lease as set forth
herein.

                     NOW, THEREFORE, in consideration of the foregoing recitals
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows.

                  1. Definitions. Any capitalized terms not defined in this
Amendment shall have the meaning set forth in the Lease.

                  2. Tenant's Obligations. The definition of "Tenant's
Obligations" in Section 1.4 of the Lease is hereby amended to read in its
entirety as follows:



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                     "Tenant's Obligations" means all payment and performance
                     obligations of Tenant under this Lease, the Working Capital
                     Loan, and all documents executed by Tenant in connection
                     with this Lease or the Working Capital Loan.

                  3. Working Capital Loan. Section 1.4 of the Lease is hereby
amended to add the following:

                     "Working Capital Loan" means the loan extended by HCRI to
                     Tenant for working capital purposes.

                  4. Rent. Section 2.1 of the Lease is hereby amended to add the
following subsections (a) and (b):

                     (a) During Lease Years 1-3 inclusive, Tenant shall pay the
                     Base Rent in an amount calculated as if the Lease Rate
                     equaled five percent (5%) per annum, computed using the
                     365/360 method and the balance of the Base Rent shall be
                     deemed to be a Lease Advance.

                     (b) On or before the 15th day of each month commencing with
                     the month following the Commencement Date and continuing
                     through the end of Lease Year 3, Tenant shall [i] pay all
                     its Net Cash Flow to Landlord; and [ii] deliver to Landlord
                     a reconciliation statement of the gross revenues, operating
                     expenses, management fee, and Working Capital Loan debt
                     service, including calculation of the aggregate Net Cash
                     Flow. As used herein, "Net Cash Flow" means the gross
                     revenue of Tenant arising from the Facility as reflected on
                     the income statement of Tenant minus [i] the operating
                     expenses for the Facilities (including payroll taxes); [ii]
                     the management fees actually paid by Tenant as provided
                     herein; [iii] amounts paid to Landlord under the Working
                     Capital Loan; and [iv] amounts paid to Landlord pursuant to
                     Section 2.1(a) above. Landlord



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                     shall apply the Net Cash Flow payments first to reduce the
                     Lease Amount to the extent Lease Advances have been made
                     pursuant to Section 2.1(a), second to the outstanding
                     balance of the Loan in the manner provided in the Loan
                     Agreement, and third to Tenant.

                  5. Impositions. Article 3 of the Lease is hereby amended to
provide that Tenant shall only be responsible for payment of Impositions and
utilities on or after the Contract Date.

                  6. Tenant's Indemnification. Section 5.1 of the Lease is
hereby amended to exclude claims [i] arising from Landlord's negligence and
willful misconduct from the matters subject to Tenant's indemnity obligation;
and [ii] acts of any prior tenant. Landlord acknowledges and agrees that for
purposes of this section, prior tenants of the Facility will not be deemed to be
parties claiming through Tenant.

                  7. Environmental Indemnification. Clause [i] of Section 5.2.1
of the Lease is hereby amended to read as follows:

                     Hazardous Materials first introduced to the Leased Property
                     prior to the Occupancy Date or subsequent to the date that
                     Tenant's occupancy of the Leased Property shall have fully
                     terminated;

                  8. Acceptance of Leased Premises. Section 6.2 of the Lease is
hereby amended to delete clauses [i], [ii], and [v].

                  9. Default. Section 8.1 of the Lease is hereby amended to add
the following subsection (l):

                     (l) Tenant fails to perform any obligations under the note
                     evidencing the Working Capital Loan or the loan agreement
                     executed in connection with the Working Capital Loan.

                  10. Early Option Period. Article 13 of the Lease is hereby
amended to add the following Section 13.6:




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                     Notwithstanding any provision to the contrary contained in
                     this Article 13, Tenant may exercise the Option to Purchase
                     the Merrillville Facility during Lease Years 4-7, inclusive
                     ("Early Option Period") subject to the same terms and
                     conditions of this Article 13 except that [i] the required
                     Purchase Notice shall be given at any time during the Early
                     Option Period; and [ii] the Option Price shall be the
                     greater of [a] the applicable Base Amount increased by 50%
                     of the amount of any Lease Advance for capital expenditures
                     and 100% of the amount of any other Lease Advance
                     (excluding the Initial Lease Advance) ("Base Price"); or
                     [b] the sum of [1] the Base Price plus [2] the lesser of
                     [A] $400,000.00 and [B] the difference between the Fair
                     Market Value and the Base Price. For purposes of this
                     section, the Base Amount for Lease Year 4 shall be
                     $5,500,000.00; Lease Year 5 shall be $5,150,000.00. Lease
                     Year 6 shall be $4,750,000.00; and Lease Year 7 shall be
                     $4,360,000.00.

                     After the expiration of the Early Option Period, Tenant's
                     Option to Purchase shall be governed solely by Section
                     13.1-Section 13.5.

                  11. Management Agreement. Article 14 of the Lease is hereby
amended to add the following Section 14.11:

                     Any management agreement entered into by Tenant is subject
                     to the prior approval of Landlord, which approval will not
                     be unreasonably withheld. Landlord has approved the
                     Management Agreement to be entered into between Manager and
                     Tenant.

                  12. No Debt. Section 14.1 of the Lease is hereby amended to
add the following clause: "[iii] indebtedness in favor of Landlord under the
Working Capital Loan".



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                  13. Compliance With Lease Documents. Section 15.4 of the Lease
is hereby amended to add the following:

                     Notwithstanding any provisions to the contrary in the Lease
                     or any other Lease Documents, Landlord shall not hold
                     Tenant responsible for, or declare a default based on, the
                     Facility's noncompliance with any provisions relating to
                     the Facility contained under the Lease or any other Lease
                     Documents, caused by or arising from the actions or failure
                     to act of the Prior Tenant or existing on the Occupancy
                     Date provided that Tenant gives Landlord notice of the
                     noncompliance promptly following discovery of such
                     noncompliance. Upon each anniversary of the Occupancy Date,
                     Tenant shall notify Landlord in writing of the status of
                     any matters that have arisen under this section and
                     Landlord and Tenant shall endeavor in good faith to develop
                     a mutually acceptable plan to achieve compliance.

                  14. Cash Flow. Section 15.7.1(a)[iv] of the Lease is hereby
amended to read in its entirety as follows:

                     [iv] the amount of the provision for Rent payments, and
                     interest and lease payments, if any, and principal and
                     interest payments for the Working Capital Loan;

                  15. Coverage Ratio. Section 15.7.2 of the Lease is hereby
amended to read in its entirety as follows:

                     Tenant shall maintain a Coverage Ratio of not less than
                     1.25 to 1.00 commencing with the first fiscal quarter
                     following the third anniversary of the Commencement Date
                     and for each fiscal quarter thereafter.

                  16. Occupancy Census; Net Operating Income. The Lease is
hereby amended to add Exhibit J attached to this



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Amendment. In addition, Article 15 of the Lease is hereby amended to add a new
Section 15.7.6 as follows:

                     During Lease Years 1-3, inclusive, the Facility shall
                     maintain an occupancy census and net operating income equal
                     to or greater than the amounts contained on Exhibit J.

                  17. Licenses. Article 15 is hereby amended to add the
following Section 15.9:

                     15.9 Licenses. Tenant shall apply for the appropriate
                     license to operate the Facility within 30 days after the
                     Occupancy Date. Tenant shall also deliver all required
                     notices to the appropriate licensing authorities within the
                     time periods required by law. Tenant shall deliver copies
                     of the foregoing applications and notices to Landlord
                     promptly following submission and shall deliver to Landlord
                     copies of the licenses following issuance to Tenant.

                  18. Subleases. Section 18.1 is hereby amended to add the
following:

                     Notwithstanding the forgoing, Tenant may enter into a
                     Management Agreement for the Facility that will terminate
                     upon issuance of a license to Tenant to operate the
                     Facility.

                  19. Representations and Warranties. Article 22 of the Lease is
hereby amended to [i] delete subsection 22.6 (Condition of Facility), 22.7
(Compliance with Laws), 22.8 (No Litigation) (Facility representations only),
22.15-19 (Parties in Possession, Access, Utilities, Condemnation and
Assessments, and Zoning), 22.21 (Environmental Matters), and 22.23 (No Default);
and [ii] make all representations and warranties effective as of the Occupancy
Date. The representations and warranties contained in Section 22.4 shall be
limited to Governmental Authorizations relating to licensure only.

                  20. Capital Expenditures. Article 25 of the Lease is hereby
amended to add the following Section 25.28:



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                     25.28 Capital Expenditures. Landlord shall provide funds in
                     the amount of up to $100,000.00 for Facility capital
                     expenditures ("Capital Expenditures Allocation").
                     Disbursement of the Capital Expenditures Allocation is
                     subject to Landlord's reasonable approval of the scope of
                     work, budget, construction and disbursement schedules,
                     contractor and construction agreements as submitted by
                     Tenant.

                             (a) Disbursement. Tenant shall provide a collateral
                     assignment of any construction contract to Landlord and the
                     contractor shall consent to the assignment. Landlord shall
                     make disbursement to Tenant from time to time up to the
                     amount of the Capital Expenditures Allocation, provided,
                     for each disbursement, no Event of Default has occurred and
                     is continuing. Disbursements will be made at least eight
                     business days but not more than 12 business days following
                     Tenant's request and delivery to Landlord of such
                     documentation as Landlord shall reasonably request
                     concerning the disbursement, including but not limited to a
                     description of the work and an estimate of the cost of the
                     work to be performed. Each disbursement of the Capital
                     Expenditures Allocation shall be a Lease Advance.

                  21. Prior Tenant Obligations. Article 25 of the Lease is
hereby amended to add the following Section 25.29:

                     25.29 Landlord's Indemnification.

                     25.29.1 Provided Tenant complies with Section 25.29.2 and
                     subject to terms of Section 25.29.2, Landlord shall
                     indemnify and hold harmless Tenant, and any successor or
                     assignee of Tenant, from and against any and all demands,
                     claims causes of action, fines,




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                     penalties, damages (including consequential damages),
                     losses, liabilities (including strict liability),
                     judgments, and expenses (including, without limitation,
                     reasonable attorney's fees, court costs, and the costs set
                     forth in Section 8.7) that Tenant may incur, or become
                     responsible for, as a result of a claim by any person or
                     entity, based upon, or arising out of [i] obligations of
                     Prior Tenant to pay amounts owed to an equipment lessor or
                     lender for equipment at the Facility ("Equipment Claims");
                     [ii] obligations of Prior Tenant to pay amounts owed to a
                     vendor providing goods and services to the Facility,
                     including but not limited to utility providers ("Vendor's
                     Claims"); [iii] a resident's occupancy of the Facility
                     prior to the date that Tenant took occupancy of the
                     Facility, including but not limited to attorneys fees, in
                     connection with litigation filed against Tenant or
                     Guarantor or any of their respective representatives,
                     employees or agents in connection with any litigation or
                     claim filed in connection with Virginia Kennedy, a resident
                     at the Facility; [iv] the use, maintenance, operation and
                     occupancy of the Facility prior to the Occupancy Date; or
                     [v] any claim or lien by any governmental or
                     quasi-governmental unit, body or agency or any third party
                     for [a] clean-up costs or other costs pursuant to any
                     violation of Environmental Laws arising from a release that
                     occurred prior to the Occupancy Date, or [b] costs pursuant
                     to a violation of any Legal Requirement that occurred prior
                     to the Occupancy Date or the condition of the Facility
                     existing prior to the Occupancy Date ("Facility Claim").



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                     25.29.2 Landlord's obligation to indemnify Tenant under
                     Section 25.29.2 is subject to and conditioned upon [i] with
                     respect to an Equipment Claim and a Vendor Claim, Tenant's
                     entering into new equipment contracts/leases and new vendor
                     contracts and not assuming the existing equipment
                     contract/lease or vendor contract giving rise to the
                     Equipment or Vendor Claim; [ii] with respect to any claim
                     hereunder, Tenant's maintaining insurance coverage as
                     required under the terms of this Lease; [iii] with respect
                     to any claim hereunder, Tenant's pursuing any and all
                     available insurance coverage; [iv] with respect to any
                     claim hereunder, Tenant's diligently pursuing a defense of
                     any claim; and [v] with respect to a Facility Claim,
                     Tenant's diligently investigating the condition of the
                     Facility after the Occupancy Date and promptly notifying
                     Landlord of any potential problems.

                  22. Exhibits. Tenant and Landlord acknowledge that Exhibits D
and I of the Lease are preliminary or incomplete based on information provided
by Prior Tenant. Consequently, Tenant shall provide updated exhibits to Landlord
within 120 days after the Occupancy Date. Upon Landlord's approval of the
exhibits, the Lease shall be deemed amended to include the updated exhibits.

                  23. Records. Landlord has delivered to Tenant certain
documents and reports in the possession of Landlord, its professionals or
agents, in connection with the operation of the Facility ("Records"). Tenant
acknowledges that Landlord does not verify the accuracy of the Records and the
Records were delivered pursuant to a confidentiality letter agreement between
Landlord and Tenant.

                  24. Cooperation. Landlord does hereby covenant to reasonably
cooperate with Tenant in effectuating a re-licensure of the Facility and a
smooth and orderly transition of the operations thereof from the Prior Tenant to
Tenant.

                  25. Scope of Amendment. The terms of this Amendment applicable
to the "Facility" or the "Leased Property" apply only




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to the Merrillville Facility. To the extent that the Lease is amended to include
additional properties, this Amendment shall not apply to such properties unless
specifically provided in such amendment.

                  26. Affirmation. Except as specifically modified by this
amendment, the terms and provisions of the Lease are hereby affirmed and shall
remain in full force and effect.

                  27. Binding Effect. This Amendment will be binding upon and
inure to the benefit of the successors and permitted assigns of Landlord and
Tenant.

                  28. Further Modification. The Lease may be further modified
only by writing signed by Landlord and Tenant.

                  29. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original hereof, but all of which
will constitute one and the same document.

                  30. Consent of Guarantor. This Amendment shall have no force
or effect unless and until each Guarantor has executed the Consent of Guarantor
set forth below.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



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                  IN WITNESS WHEREOF, Landlord and Tenant have executed this
Amendment as of the date first set forth above.

Signed and acknowledged
in the presence of                           HEALTH CARE REIT, INC.

Signature /s/ Rita J. Rogge                  By: /s/ Erin C. Ibele
Print Name Rita J. Rogge
                                             Title: Vice President and
Signature /s/ Kathleen A. Sullivan                  Corporate Secretary
Print Name Kathleen A. Sullivan


                                             BALANCED CARE AT MERRILLVILLE, INC.

Signature /s/ Lorie A. Taylor                By: /s/ Robin L. Barber
Print Name Lorie A. Taylor                           Robin L. Barber
                                             Title: Vice President and
Signature /s/ Robyn Cronin                          Secretary
Print Name Robyn Cronin

STATE OF OHIO                  )
                               ) SS:
COUNTY OF LUCAS                )

                  The foregoing instrument was acknowledged before me this 7th
day of November, 2000 by Erin C. Ibele, the Vice President and Corporate
Secretary of Health Care REIT, Inc., a Delaware corporation, on behalf of the
corporation.

                                             /s/ Rita J. Rogge
                                             Notary Public


My Commission Expires:_____________________                   [SEAL]




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COMMONWEALTH OF PENNSYLVANIA        )
                                    ) SS:
COUNTY OF CUMBERLAND                )

                  The foregoing instrument was acknowledged before me this 1st
day of November, 2000 by Robin L. Barber, the Vice President and Secretary of
Balanced Care at Merrillville, Inc., a Delaware corporation, on behalf of the
corporation.

                                                /s/ Jaynelle D. Covert
                                                Notary Public

My Commission Expires: June 21, 2004                             [SEAL]


THIS INSTRUMENT PREPARED BY:

Cynthia L. Rerucha, Esq.
Shumaker, Loop & Kendrick, LLP
1000 Jackson Street
Toledo, Ohio 43624


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                              CONSENT OF GUARANTOR

                  In connection with the Unconditional and Continuing Guaranty
("Guaranty") made by the undersigned Guarantor in favor of Landlord dated as of
October 1, 2000, the undersigned Guarantor hereby [i] consents to the foregoing
Amendment to Master Lease Agreement ("Amendment"), [ii] agrees to be bound by
the terms and provisions of the Amendment to the extent applicable to the
undersigned pursuant to its Guaranty, [iii] affirms the Guaranty which shall
remain in full force and effect, and [iv] waive any suretyship defenses arising
in connection with the Amendment. All capitalized terms not defined herein shall
have the meaning set forth in the foregoing Amendment.


                                              BALANCED CARE CORPORATION

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