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Exhibit 10.15
                                     FORM OF
                           FIRST AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT
                                    [Project]

                  THIS FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT (this
"Agreement") is made as of the 30th day of June, 1999 by and between [ ], a
Delaware corporation (the "Management Firm"), and [ ], a Delaware limited
liability company (the "Leasehold Tenant").

                               W I T N E S S E T H

                  WHEREAS, the Leasehold Tenant executed and delivered that
certain Lease and Security Agreement dated as of the Documentation Date (the
"Lease"), whereby the Leasehold Tenant leased from [ ], [ ] (the "Lessor"),
property, together with all improvements built or to be built thereon, located
in [ ] all as more fully described in the Lease (the "Property"); and

                  WHEREAS, Balanced Care Corporation, a Delaware corporation
("BCC"), the Leasehold Tenant, and Elder Care Operators, LLC, a Delaware
corporation which is the sole member of the Leasehold Tenant (the "Member"),
entered into that certain First Amended and Restated Shortfall Funding Agreement
of even date herewith (the "Shortfall Agreement"), whereby, among other matters,
the Leasehold Tenant agreed to deposit immediately available funds from time to
time to fund the Working Capital Reserve (to be used to fund Shortfalls) as more
fully provided in the Shortfall Agreement; and

                  WHEREAS, as of June 30, 1999, Kevin Sherry (the "Guarantor")
acquired 1% of the equity interests in the Leasehold Tenant from Oakhaven Elder
Living, Inc., a California corporation (the "Oakhaven Interests"), and all
equity ownership interests in the Member (which Member, prior to the date
hereof, held 99% of the equity interests in the Leasehold Tenant), pursuant to
an Equity Interests Purchase Agreement of even date herewith; and

                  WHEREAS, the Guarantor transferred the Oakhaven Interests to
Member, such that Member is now the owner of 100% of the equity interests in the
Lessee; and
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                  WHEREAS, the Management Firm and the Leasehold Tenant entered
into a Management Agreement dated as of the Documentation Date (the "Original
Management Agreement"), whereby the Leasehold Tenant appointed the Management
Firm as the exclusive manager and operator of the Facility on behalf of the
Leasehold Tenant, as an independent contractor pursuant to the terms and
conditions therein; and

                  WHEREAS, the Leasehold Tenant and the Management Firm desire
to enter into this Agreement to amend and restate the Original Management
Agreement in its entirety.

                  NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

1. Scope of Work. The Leasehold Tenant hereby appoints the Management Firm as
the exclusive operator and manager of the Facility during the term of this
Agreement. The Management Firm shall have full responsibility and authority in
the name and on behalf of the Leasehold Tenant to operate and manage the
Facility and hereby covenants and agrees to take all actions necessary or
desirable to operate and manage the Facility and to fulfill its duties
hereunder, including without limitation to: (i) operate and maintain the
Facility on behalf of the Leasehold Tenant as a personal care home/assisted
living facility providing personal care services; (ii) collect all room and
board revenue, as well as other revenue, and timely pay all debts and other
obligations relating to the Facility, including rent and other charges due under
the Lease Documents, payments of principal and interest under the Senior Note,
payments of interest on BCC advances of Shortfall operating expenses, fixed
expenses and taxes; (iii) request from BCC funds held as Collateral pursuant to
the Deposit Pledge Agreement to apply toward the payment of any obligation
incurred in connection with the operation of the Facility, the Lease Documents
and the Senior Note, (iv) ensure the Facility complies with applicable Federal,
state and local laws and regulations; (v) provide all necessary services to
ensure that the Facility provides quality care to its residents; (vi) recruit,
hire and train personnel as needed for the operation of all departments and
services of the Facility; (vii) maintain such bank accounts as may be necessary
or desirable for the operation of the Facility (the "Operating Accounts");
(viii) establish salary levels, performance

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standards, personnel policies and employee benefits for the Leasehold Tenant's
employees; (ix) comply with all terms of the Lease; and (x) to take all other
actions necessary or desirable to operate and manage the Facility in accordance
with prudent practice and industry standards.

             Without limiting the generality of the foregoing, the Management
Firm shall, as part of its management duties hereunder and on behalf of (and at
the sole cost of) the Leasehold Tenant, perform each and every obligation of the
Leasehold Tenant under the Lease and the Lease Documents (exclusive of the
Development Agreement) through out the term thereof, including all
representations and warranties of the Leasehold Tenant contained therein, to the
extent applicable. Additionally, the Management Firm shall collect all revenues
of any kind or nature from the Facility, and so long as any amounts are owing to
Lessor under the Lease and the other Lease Documents make payments of rent and
other sums due and owing to Lessor under the Lease from revenues of Facility or
as otherwise provided in the Transaction Documents.

             Further, the Management Firm shall distribute to the Leasehold
Tenant (for further distribution to the Member, if applicable) from the
Operating Accounts any Federal, state or local income or sales tax due by the
Leasehold Tenant in connection with revenue derived exclusively from the
Facility or due by Member as a result of earnings of the Leasehold Tenant in
connection with the Facility (other than income tax relating to Option Payment,
or the exercise of the Asset Purchase Option or the Option).

             In performing its duties, the Management Firm (through its in-house
corporate staff or independent contractors) shall perform the following with
respect to the Facility, as well as any other matters reasonably related thereto
commencing upon the date of this Agreement:

             (a)   Management Information Systems (MIS)

                   Support centralized Facility information system which
             provides systems management for the following areas:

                         --    Accounts Payable
                         --    Payroll
                         --    Financial Reporting

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                         --    Marketing
                         --    General Ledger

             The Management Firm shall be responsible for billing and collection
of accounts receivable generated in connection with the Facility.

             (b)   Legal Counsel

                   (i) Prepare or coordinate with outside legal counsel for
             preparation of documents for operation of the Facility, including
             resident agreements, supplier/vendor contracts, service contracts,
             equipment leases and other ancillary contracts; (ii) prepare or
             coordinate licensure and other regulatory applications; (iii)
             coordinate all litigation involving the Facility with local counsel
             or the insurance companies; (iv) coordinate with local counsel on
             local law issues affecting the Facility; (v) process working
             capital requests from the Working Capital Reserve or otherwise, and
             apply for, negotiate and obtain letters of credit or other credit
             enhancements from lending institutions; and (vi) provide legal
             counsel or coordinate with local counsel to provide counsel to the
             Facility's Human Resources Department.

             Without limiting the generality of Section 2 and Section 10 below,
the parties acknowledge that all outside counsel expenses under the foregoing
paragraph shall be an expense allocable to the Facility.

             (c)   Accounting/Tax

                   (i) Provide an accountant to supervise all accounting
             activities; (ii) implement accounting policies and guidelines;
             (iii) provide a centralized cash management system; (iv) deposit in
             Operating Accounts established in the Facility's name all funds
             received from the operations of the Facility, satisfy obligations
             of the Facility from such Operating Accounts, and not commingle
             funds in the Operating Accounts with any other funds; (v) negotiate
             and administer working capital lines of credit available to the
             Facility; (vi) supervise

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             the Facility's internal control structure; (vii) provide payroll,
             income and real estate tax support as follows: prepare or supervise
             preparation of all tax returns, assist the Facility in the event of
             a tax audit, assist the Facility with technical issues relating to
             payroll, excise and other taxes, prepare all tax returns of the
             Leasehold Tenant in connection with the Facility and monitor
             pending and final Federal, State and local tax Law changes; (viii)
             perform periodic site visits to review the Facility's accounting
             and tax records; (ix) provide operations expertise through site
             visits and strategies to maximize fiscal performance; and (x)
             develop and implement a budget for operations, capital outlay and
             cash requirements. All checks or other documents for withdrawal of
             funds shall be signed by the appropriate officer of the Management
             Firm or its designee. Deposits may be made by the appropriate
             officer of the Management Firm or its designee.

             (d)   Human Resources

                   (i) Implement all personnel policies and guidelines; (ii)
             recruit management personnel of the Facility, including the
             community director of the Facility, which recruitment and the
             salaries related thereto shall be an expense of the Leasehold
             Tenant; (iii) provide on-going training for the Facility's Human
             Resources Director; (iv) negotiate and administer all employee
             benefit plans including health insurance, dental insurance, life
             insurance, long-term disability insurance, and retirement/401K; (v)
             negotiate and administer general and professional liability,
             workers' compensation, property, and vehicular insurance plans;
             (vi) monitor the Facility's compliance with Federal, State and
             local employment Laws; (vii) respond to all government compliance
             agencies and legal proceedings as necessary; (viii) implement and
             monitor safety/loss control programs; (ix) develop and implement
             career planning and manpower development strategies; (x) recruit,
             employ and train personnel as needed for the operation of all
             departments and services

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             of the Facility; and (xi) establish salary levels, performance
             standards, personnel policies and employee benefits for all
             employees within applicable budgetary and regulatory limits. The
             Leasehold Tenant acknowledges and agrees that all personnel
             employed at the Facility shall be deemed the employees of the
             Management Firm, but shall be paid salaries and wages (including
             employment taxes and the like) by the Leasehold Tenant as part of
             the expenses of the Facility.

             (e)   Program Development

                   (i) Provide ongoing program development and management
             consultation; (ii) supply select program manuals for local
             modification and implementation; and (iii) provide program
             development/management training. A community director shall be
             engaged by the Management Firm for the Facility. Such community
             director shall be an employee of the Management Firm, but his/her
             salary and employee benefits shall be paid by the Leasehold Tenant
             as an expense incurred in connection with the operations of the
             Facility.

             (f)   Quality Management

                   (i) Provide model quality management systems and implement
             such including risk management, resident/family satisfaction,
             licensing and accreditation, and program evaluation; and (ii)
             provide ongoing monitoring of the Facility resident outcomes,
             compare with regional and national norms, and make program
             modifications.

             (g)   Marketing/Communication

                   (i) Hire, direct and supervise marketing department staff;
             (ii) train staff (program managers, rehabilitation liaisons,
             marketing representatives, etc.) in marketing skills; (iii)
             organize strong sales efforts within the target area, develop
             program mix strategies, and develop marketing plans for the
             Facility; (iv) establish an intake/admission system and

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             continuously review the admission process; (v) develop image
             building advertising strategies for the Facility; and (vi) develop
             and produce Facility selected promotional literature. The director
             of marketing shall be an employee of the Management Firm, but such
             person's employee benefits and salary (including employment tax and
             the like) shall be paid by the Leasehold Tenant as an expense
             incurred in connection with the operations of the Facility.

             (h)   Contracting

                   Negotiate and execute contracts and agreements related to the
             Facility with third parties and parties affiliated with the
             Management Firm; provided that all contracts and agreements with
             parties affiliated with the Management Firm shall be on terms no
             less favorable than terms for comparable contracts and agreements
             with unaffiliated parties.

             (i)   Miscellaneous

                   (1)   Obtain and maintain in accordance with all applicable
                         laws and regulations all licenses, approvals and
                         certifications required for operation of the Facility
                         and use reasonable efforts to procure eligibility for
                         participation in other applicable referral or payor
                         programs. Comply with all notification and reporting
                         requirements imposed under laws and regulations in
                         connection with the operation of the Facility.

                   (2)   Purchase supplies, using procurement practices in
                         accordance with industry standards, and purchase or
                         lease equipment under national and regional agreements
                         or purchase contracts of the Management Firm or its
                         affiliated companies and provide to the Leasehold
                         Tenant all benefits resulting therefrom to the extent
                         permitted by their terms and by Law. All such supplies
                         so purchased shall become property of the

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                         Leasehold Tenant. Once leases are completed, equipment
                         shall become property of the Leasehold Tenant.

                   (3)   Review and analyze the performance of ancillary
                         services under contract and negotiate contractual
                         arrangements therefor.

                   (4)   Maintain books and records for the Facility at the
                         Management Firm's address herein for the purpose of
                         providing services under this Agreement. The Management
                         Firm shall make available to the Leasehold Tenant and
                         any lessor leasing the Facility to the Leasehold
                         Tenant, and their respective agents, accountants, and
                         attorneys during normal business hours all books and
                         records pertaining to the Facility, and the Management
                         Firm shall promptly respond to any questions of the
                         Leasehold Tenant or any such lessor with respect to
                         such books and records and shall confer with the
                         Leasehold Tenant and any such lessor at all reasonable
                         times, upon request, concerning the operation of the
                         Facility.

                   (5)   Order, supervise and conduct a program of regular
                         maintenance and repair of the Facility at the Leasehold
                         Tenant's cost and expense. So long as the Lease is in
                         full force and effect, such maintenance and repair
                         program shall comply with the requirements of the Lease
                         related thereto.

                   (6)   Supervise and provide for the operation of food service
                         facilities for the Facility.

                   (7)   Make periodic evaluations of the performance of all
                         departments of the Facility and investigate and report,
                         upon request, any inconsistency between expenditures
                         and budget.

                   (8)   Implement all policies and procedures reasonably
                         necessary for the operation of

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                         the Facility consistent with applicable regulations.

                   (9)   Foster a working relationship between the Management
                         Firm and any authorized volunteer or auxiliary groups
                         interested in providing support to the Facility and
                         residents of the Facility.

2. Additional Services. It is the intention of the parties that the Management
Firm be responsible for providing all service necessary or desirable for the
efficient and orderly management and operations of the Facility; provided, the
cost and expense of operating the Facility is to be paid by the Leasehold
Tenant. The Management Firm shall actively utilize staff specialists in its
employ or that of its affiliates in such areas as accounting, budgeting,
marketing, reimbursement, dietary, housekeeping, clinical, pharmaceutical,
purchasing and third party payments in the management of the Facility when
considered desirable by the Management Firm. The expense of such personnel shall
be the responsibility of the Leasehold Tenant, allocable to the Facility.

3. Financial Statement. The Management Firm shall prepare and deliver to the
Leasehold Tenant an unaudited balance sheet within forty-five (45) days after
the close of each fiscal quarter of the Leasehold Tenant. The Management Firm
shall also cause an unaudited annual statement to be made of the financial
records of the Facility and a copy of such report shall be provided to the
Leasehold Tenant as soon as it is available after the end of the fiscal year.
The cost of the reports shall be an expense of the Facility and shall be paid
for by the Leasehold Tenant as an expense allocable to the operation of the
Facility. The fiscal year for the Facility shall coincide with the Leasehold
Tenant's fiscal year. All financial statements are to be prepared in accordance
with GAAP. The Management Firm shall cause to be prepared all financial
statements required of the Leasehold Tenant pursuant to the Lease and other
Lease Documents; provided, however, the Leasehold Tenant shall provide all
information reasonably requested by the Management Firm in connection with the
preparation of such financial statements, and shall certify to the Management
Firm, BCC and Lessor that such statements are, to the best knowledge of the
Leasehold Tenant, true and correct in all material respects.

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4. Property Interests/Confidentiality. (a) The technical systems, methods,
policies, procedures and controls, copyrights, "know-how", tradenames,
trademarks, servicemarks, other registered names or marks and all other
intellectual property rights related thereto employed by the Management Firm
(the "Intangible Rights") are to remain the property of the Management Firm and
are not, at any time, to be utilized, distributed, copied or otherwise employed
or acquired by the Leasehold Tenant except as authorized in writing by the
Management Firm or except as may be required by Law.

             (b) The Leasehold Tenant understands and acknowledges that the
Management Firm has devoted substantial time, energy and expense to developing a
process and procedure to manage and operate facilities such as the Facility, and
that such processes, procedures, Intangible Rights and the information and
materials compiled or prepared in connection therewith, including without
limitation marketing plans, business plans, pricing information , information on
competition, demographics, suppliers and providers of services and financing
arrangements (collectively "Confidential Information") are proprietary to the
Management Firm and the confidential information of the Management Firm. The
Leasehold Tenant shall not disclose to any party any Confidential Information,
without the prior written consent of the Management Firm, except as may be
required by Law.

             (c) The provisions of this Section shall survive the expiration or
sooner termination of this Agreement.

5. Term of Agreement. The term of this Agreement shall commence upon the date
hereof, and continue for a period of nine (9) years thereafter. This Agreement
shall be automatically renewed for additional consecutive one (1) year terms
unless either party gives the other party notice of its intent not to renew,
which notice must be given at least ninety (90) days prior to the expiration of
the then current term.

6. Termination. (a) The Leasehold Tenant may terminate this Agreement upon
written notice if the Management Firm defaults in the performance of any
material covenant, agreement, term or provision of this Agreement to be
performed by it and such default continues for a period of forty-five (45) days
after written notice to the Management Firm from the Leasehold Tenant stating
the specific default or, if such default is not subject to cure within
forty-five (45) days, such longer period as may be

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required to effect a cure, provided the Management Firm initiates curative
action within forty-five (45) days and thereafter is diligently and in good
faith pursuing such cure.

             (b) The Management Firm may terminate this Agreement upon written
notice in the event any one or more of the following events shall occur, so long
as the following do not result from a failure of the Management Firm to perform
its obligations and duties hereunder:

                   (1)   If the Leasehold Tenant shall fail to timely pay to the
                         Management Firm any Management Fee required to be paid
                         in accordance with Paragraph 9 hereof and such failure
                         continues for ten (10) days after written notice to the
                         Leasehold Tenant; or

                   (2)   If the Leasehold Tenant defaults in the performance of
                         any other material covenant, agreement, term or
                         provision of this Agreement to be performed by the
                         Leasehold Tenant and such default continues for a
                         period of forty-five (45) days after written notice to
                         the Leasehold Tenant from the Management Firm stating
                         the specific default or, if such default is not subject
                         to cure within forty-five (45) days, such longer period
                         as may be required to effect a cure, provided the
                         defaulting party initiates curative action within
                         forty-five (45) days and thereafter is diligently and
                         in good faith pursuing such cure; or

                   (3)   If the Facility or a material portion thereof is
                         damaged or destroyed by fire or other casualty and the
                         Leasehold Tenant fails to commence to repair, restore,
                         rebuild or replace any such damage or destruction
                         within ninety (90) days of the occurrence of such
                         damage or destruction, and thereafter to complete such
                         work within a reasonable period of time.

             In the event of termination of this Agreement by either party
pursuant to Section 6(a) or 6(b) above, the Management Firm

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shall have the right to enter the Facility and remove all of its personal
property and Intangible Rights material.

7. Liability and Indemnification/Force Majuere. (a) By the Management Firm. The
Management Firm shall indemnify, defend, save and hold harmless the Leasehold
Tenant, its members, shareholders, officers, directors, employees, or agents
from and against all demands, claims, actions, losses, damages, deficiencies,
liabilities, costs and expenses (including, without limitation, attorney's fees,
interest, penalties and all amounts paid in investigation, defense or settlement
of any of the foregoing) asserted against or incurred by the Leasehold Tenant,
its members, shareholders, officers, directors, employees, or agents, in
connection with, or arising out of, or resulting from (i) a breach of any
covenant, agreement, representation or warranty of the Management Firm or (ii)
the negligent or willful acts or omissions of the Management Firm, its employees
or agents. The provisions of this Section shall survive the expiration or sooner
termination of this Agreement.

             (b) By the Leasehold Tenant. The Leasehold Tenant shall indemnify,
defend, save and hold harmless the Management Firm, its shareholders, officers,
directors, employees, or agents from and against all demands, claims, actions,
losses, damages, deficiencies, liabilities, costs and expenses (including,
without limitation, attorney's fees, interest, penalties and all amounts paid in
investigation, defense or settlement of any of the foregoing) asserted against
or incurred by the Management Firm, its officers, directors, employees, or
agents, in connection with, or arising out of, or resulting from (i) a breach of
any material covenant, agreement, representation or warranty of the Leasehold
Tenant or (ii) the negligent or willful acts or omissions of the Leasehold
Tenant, its employees or agents. The provisions of this Section shall survive
the expiration or sooner termination of this Agreement.

             Nothing contained herein shall preclude either party from asserting
any claims or suits against the other party which may arise out of the terms and
provisions of this Agreement.

             (c) The Management Firm shall not be deemed to be in violation of
this Agreement, and its performance shall be excused, if it is prevented from
performing any of its obligations hereunder for any reason beyond its control,
including shortages in labor or supplies, war, acts of God,

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failure of the Leasehold Tenant to advance funds, or changes in any Law of
Federal, State or local government, or any agency thereof.

8. Relationship Between Parties. The relationship of the Management Firm to the
Leasehold Tenant shall be that of independent contractor.

9. Management Fee. The Management Firm for the services rendered hereunder shall
be entitled to six percent (6%) of all gross revenues of the Facility as its
sole compensation for management of the Facility (the "Management Fee"). The
Management Fee shall be paid monthly, and shall be based on the financial
operations of the Facility as of the end of each calendar month. To the extent
that the year-end audited financial statements for the Facility disclose that
the Management Fee actually received during the year than ended was greater or
less than what should have been received, the Leasehold Tenant shall (in case of
underpayment) pay upon demand the shortfall and (in the case of overpayment)
shall be credited against the Management Fee due in the next succeeding quarter
such overpayment. In additional to the Management Fee, the Management Firm shall
be paid on a monthly basis beginning on that date which is six months prior to
substantial completion of the Facility the sum of $3,000 per month.
Notwithstanding the foregoing, the employee benefits and salary of the community
director and director of marketing for the Facility shall be an expense
allocable to the Facility, but such community director and director of marketing
shall at all times remain the employee of the Management Firm.

10. Funding of Costs and Expenses by the Leasehold Tenant. The Leasehold Tenant,
and not the Management Firm, shall be responsible for the costs and expenses of
all operations of the Facility. Subject to Senior Lender making advances under
the Senior Note and BCC making Advances as and when required under the Shortfall
Agreement, the Leasehold Tenant shall at all times provide sufficient working
capital for operation of the Facility and shall deposit such capital from time
to time into the Operating Accounts of the Facility in advance of the time
required to be disbursed by the Management Firm.

11. Approval by the Leasehold Tenant. The Management Firm shall, not less
frequently than annually, adopt a plan of operation for the Facility which shall
set forth proposed staffing, budgets,

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program and related matters; which plan of operation shall be subject to
approval of the Leasehold Tenant, which approval shall not be unreasonably
withheld, conditioned or delayed. The Leasehold Tenant shall not participate in
the day-to-day operation of the Facility during the term of this Agreement.

12. Other Facilities. The Leasehold Tenant understands and acknowledges that the
Management Firm is in the business of operating facilities such as the Facility,
and that the Management Firm intends to continue to manage and operate such
other facilities, which may or may not be in competition with the Facility.
Nothing contained herein shall be deemed to be construed as a restriction on the
Management Firm's right to so operate and manage such other existing facilities
or facilities that may be opened in the future, even if such facilities are in
competition with the Facility.

13. Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if delivered in person, Federal
Express or other recognized overnight courier or sent by registered or certified
U.S. mail, return receipt requested or sent by facsimile or telecopy
transmission and addressed:

                         (i)      If to the Management Firm, to:

                                    c/o BCC Development and Management Co.
                                    1215 Manor Drive
                                    Mechanicsburg, Pennsylvania 17055
                                    Attention:  Legal Department

                         (ii)     If to the Leasehold Tenant, to:

                                    610 Newport Center Drive
                                    Suite 1200
                                    Newport Beach, California 92660

or to such other address or facsimile number as a party may designate by notice
to the other parties hereto.

14. Arbitration. Any controversy or dispute between the Management Firm and the
Leasehold Tenant with respect to the application or interpretation of the terms
of this Agreement, except failure of the Leasehold Tenant to pay compensation to
the Management Firm as required herein, will be submitted to

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mediation under the National Health Lawyer's Association ("NHLA") Alternative
Dispute Resolution Service Rules of Procedure for Mediation. If any dispute is
not resolved by mediation no later than thirty (30) days after its submission to
mediation, the dispute shall be submitted to arbitration in accordance with the
NHLA Alternative Dispute Resolution Service Rules for Arbitration. The same
person may serve as both mediator and arbitrator. Any such arbitration shall be
final and binding upon the parties to the fullest extent permitted by Law. The
cost of mediation and/or arbitration shall be shared equally by the Leasehold
Tenant and the Management Firm; however, each party shall bear the expense of
its own attorneys, representatives and witnesses, and the cost of any
transcripts or related matters.

15. Compliance with Federal Records Requirements. To the extent required under
applicable Law, the Management Firm shall, (and if the Management Firm carries
out any of the duties under this Agreement through a subcontract with a related
organization and such subcontract has a value or cost of $10,000 or more during
any 12-month period, the Management Firm shall cause such subcontract to contain
a clause to the effect that the subcontractor shall), until the expiration of
four (4) years after the furnishing of services hereunder, make available upon
written request by the Secretary of Health and Human Service or the Comptroller
General of the United States or any of their duly authorized representatives,
this Agreement and the books, documents and records of the Management Firm (or
such subcontractor) that are necessary to verify the nature and extent of the
costs furnished under this Agreement.

16. Successors and Assigns. The Leasehold Tenant may not assign this Agreement,
expressly, by operation of law, or otherwise, without the prior written consent
of the Management Firm, which consent may be withheld in the sole discretion of
the Management Firm. The Management Firm may not assign this Agreement,
expressly, by operation of law, or otherwise, without the prior written consent
of the Leasehold Tenant; provided, however, the Management Firm may assign its
rights and obligations hereunder without consent to (i) any BCC Affiliate, (ii)
collaterally to any lender to the Management Firm or any entity affiliated with
the Management Firm and (iii) to the Lessor.

17. Definitions; Interpretation; Miscellaneous. Capitalized terms used but not
otherwise defined in this Agreement have the respective meanings specified in
Appendix 1 hereto; the rules of

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interpretation and other provisions set forth in Appendix 1 hereto shall apply
to this Agreement. All exhibits, schedules, appendices and other attachments to
this Agreement are incorporated by reference herein.

18. Compliance With Lease and Working Capital Assurance Agreement. The
Management Firm acknowledges and hereby agrees to be bound by the provisions of
Section 22 of the Lease. Further, the Management Firm acknowledges and hereby
agrees to be bound by the provisions of Section 12(o) of that certain First
Amended and Restated Working Capital Assurance Agreement of even date herewith
between BCC and Lessor.

19. Amendment of Original Management Agreement. The parties agree that this
Agreement amends and restates the Original Management Agreement in its entirety
(including Appendix 1 attached hereto, which has also been amended and
restated). However, nothing contained herein shall be deemed to amend or modify
in any way the terms of the Original Management Agreement applicable to the
period of time prior to the date hereof.


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             IN WITNESS WHEREOF, intending to be legally bound hereby, the
parties hereto have affixed their names by their proper officers or duly
authorized representatives the day and year first above written.

MANAGEMENT FIRM:                        [     ]
                                        a Delaware corporation


                                        By: /s/ Robin L. Barber
                                            Robin L. Barber,
                                            its Vice President and Secretary


LEASEHOLD TENANT:                       [     ]
                                        a Delaware limited liability company

                                        By: ELDER CARE OPERATORS, LLC,
                                            a Delaware limited liability
                                            company, its Sole Member


                                        By: /s/ Kevin Sherry
                                            Kevin Sherry,
                                            its Sole Member and President

                                      S - 1

                             [Management Agreement]