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                                                                   EXHIBIT 10.23

              FORM OF ANGELES PRE-DEVELOPMENT AGREEMENT, TYPE II

      THIS PRE-DEVELOPMENT AGREEMENT dated as of September 30, 1998 (the
"Agreement"), executed by and between BCC Development and Management Co., a
Delaware corporation (the "Developer"), and Angeles BCC Company, LLC, a Delaware
limited liability company (the "Owner").

                                    RECITALS:

      WHEREAS, Developer has a certain real estate option to acquire real
property located in [____________] (the "Land"); and

      WHEREAS, an affiliate of Owner (the "Affiliate") and Developer have
entered into that certain Letter Agreement dated as of September 30, 1998 (the
"Letter Agreement"), under which Affiliate has agreed, among other things, to
develop, construct and finance a [__]-unit senior living facility and related
site improvements (collectively, the "Improvements") on the Land (hereinafter,
the acquisition of the Land, together with the planning, development,
construction, licensing and financing arising in connection with the
Improvements to be erected thereon, may hereinafter be referred to as the
"Project"); and

      WHEREAS, Developer is experienced in the acquisition, planning, and
pre-development of residential care facilities; and

      WHEREAS, Owner has requested, and Developer has agreed, to assist Owner
with the pre-development of the Project detailed in Section 1.1 below, which
includes certain services that have already been provided by Developer prior to
the date of this Agreement; and

      WHEREAS, Owner and Developer intend by this Agreement to confirm the terms
and conditions upon which Developer has assisted Owner in connection with the
pre-development of the Project.

      NOW THEREFORE, in consideration of the mutual covenants contained herein,
and for other valuable consideration the receipt and adequacy of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:

                              ARTICLE 1 - SERVICES

      1.1 Services. Prior to the date of this Agreement, Developer has performed
the following services in connection with the pre-development of the Project on
behalf of Owner:

            (a) Market Analysis. Developer has provided a preliminary analysis
      of the demand for "residential care" in the area where the Land is
      located, an investigation of local labor supplies and of suitable
      locations for a residential care facility and consultation regarding a
      feasibility study.


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            (b) Architectural Consultation. Developer has worked in conjunction
      with architectural firms in developing architectural plans and
      specifications (the "Plans and Specifications") for the Project, and has
      acquired all of the rights thereto.

            (c) Plans and Specifications. Developer will permit the use of the
      Plans and Specifications to permit the construction of the Improvements
      but this use shall be solely with respect to the Project.

            (d) Construction Consultation. Developer has provided assistance in
      preparing a construction schedule, cost estimate, construction budget,
      bidding information and bidding forms for the Project.

            (e) Civil Engineering Consultation. Developer has provided
      assistance in (i) evaluating civil engineering and site work and (ii)
      reviewing, negotiating and/or awarding civil engineering contracts for the
      Project.

            (f) Site Selection. Developer has worked in conjunction with Owner
      to locate the Land that either permits the construction and development of
      the Project as a matter of right for an unlimited time period and not
      merely as a non-conforming use or that permits the Land to be subdivided
      and rezoned, if necessary, in order to permit the foregoing.

            ARTICLE 2 - DEVELOPER'S REPRESENTATIONS AND WARRANTIES

      Developer represents and warrants to Owner that:

      2.1 It is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.

      2.2 It has the requisite power and authority to carry on its business as
now being conducted and as contemplated by this Agreement.

      2.3 It has the power to execute, deliver and perform this Agreement, and
the execution, delivery and performance of the terms and provisions of this
Agreement on its part to be observed or performed have been duly authorized by
all requisite corporate action on the part of Developer and will not (i) violate
any provision of law, any order of any court or governmental instrumentality or
other agency, or any indenture, agreement or other instrument to which it is a
party or by which it is bound, (ii) be in conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default under any
such indenture, agreement or other instrument or (iii) result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the assets of Developer.

              ARTICLE 3 - OWNER'S REPRESENTATIONS AND WARRANTIES

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      Owner represents and warrants to Developer that:

      3.1 It is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Delaware.

      3.2 It has the requisite power and authority to carry on its business as
now being conducted and as contemplated by this Agreement.

      3.3 It has the power to execute, deliver and perform this Agreement, and
the execution, delivery and performance of the terms and provisions of this
Agreement on its part to be observed or performed have been duly authorized by
all requisite corporate action on the part of Owner and will not (i) violate any
provision of law, any order of any court or governmental instrumentality or
other agency, or any indenture, agreement or other instrument to which it is a
party or by which it is bound, (ii) be in conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default under any
such indenture, agreement or other instrument or (iii) result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the assets of Owner.

                      ARTICLE 4 - COMPENSATION OF DEVELOPER

      As compensation for the services hereunder, Owner agrees to pay Developer
a fee in the amount of $[_________], which fee shall be paid as follows: (i) 50%
due and payable upon the earlier to occur of (a) [_____________] or (b) closing
on the financing for the Project and (ii) 10% due and payable on the last
business day of each of the five successive calendar months commencing on
[______________] and ending on [______________].

                          ARTICLE 5 - EVENTS OF DEFAULT

      5.1 Events of Default. The occurrence of one or more of the following
events shall, at the option of the non-defaulting party, constitute an "Event of
Default" hereunder:

            (a) Developer or Owner fails to observe or perform any of their
      respective obligations in accordance with the terms and provisions of this
      Agreement or breaches any of their respective representations or
      warranties and such failure or breach continues uncured for a period of 30
      days after the giving of notice by the non-defaulting party to the
      defaulting party specifying the nature of such failure or breach;

            (b) A court of competent jurisdiction enters a decree or order for
      relief with respect to Developer or Owner in any involuntary case under
      the Federal Bankruptcy Code or any other applicable bankruptcy, insolvency
      or similar law now or hereafter in effect, or for the appointment of a
      receiver, liquidator, trustee or similar official of such party or for any
      substantial part of such party's property, or for the winding up or
      liquidation of such party's affairs and such decree or order remains in
      effect for a period of 90 days from the date of entry thereof; or

            (c) Developer or Owner commences a voluntary case under the Federal

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      Bankruptcy Code or any applicable bankruptcy, insolvency or similar law
      now or hereafter in effect, or shall consent to the entry of an order of
      relief in an involuntary case under such law, or shall consent to the
      appointment of or taking possession by a receiver, liquidator, trustee or
      similar official of such party or for any substantial part of such party's
      property.

      5.2 Remedies. Upon the occurrence of any Event of Default, the
non-defaulting party will be entitled to terminate this Agreement by written
notice to such effect given to the defaulting party. The non-defaulting party
shall have all rights available at law or in equity as a result of any Event of
Default, including, without limitation, an action for damages and/or specific
performance.

                           ARTICLE 6 - INDEMNIFICATION

      6.1 By Developer. Developer will indemnify and save Owner harmless from
and against any and all loss, cost or expense (including, without limitation,
reasonable attorneys' fees and court costs) arising out of any breach of any of
the representations, warranties, covenants and agreements of Developer under
this Agreement.

      6.2 By Owner. Owner will indemnify and save Developer harmless from and
against any and all loss, cost or expense (including, without limitation,
reasonable attorneys' fees and court costs) arising out of any breach of any of
the representations, warranties, covenants and agreements of Owner under this
Agreement.

                            ARTICLE 7 - MISCELLANEOUS

      7.1 Termination Date. The obligations of Developer under this Agreement
shall terminate as of the date (herein referred to as the "Termination Date")
when the Project has been substantially completed.

      7.2 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties relating to the subject matter hereof and
supersedes all prior agreements and understandings relating to such subject
matter, and it is agreed that there are no terms, understandings,
representations or warranties, express or implied, other than those set forth
herein.

      7.3. Binding Effect. This Agreement will be binding upon the parties
hereto and their respective successors and permitted assigns. This Agreement may
not be assigned by either of the parties hereto without the written consent of
the other party (which consent shall not be unreasonably withheld).

      7.4 Captions. The descriptive headings of the articles and sections of
this Agreement are inserted for convenience only, and are not intended and will
not be construed, to limit, enlarge or affect the scope or intent of this
Agreement or the meaning of any provision hereof.

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      7.5 Notices. All notices, consents, waivers, directions, requests or other
instruments or communications provided for in this Agreement will be in writing,
signed by the party giving the same or such party's attorney, and shall be
deemed properly given if sent by reputable overnight service or 5 days after
being sent by registered or certified United States mail, return receipt
requested, postage prepaid, and addressed as follows:

      If to Developer:

            BCC Development and Management Co.
            5021 Louise Drive
            Suite 200
            Mechanicsburg, PA 17055
            Attention: Brian L. Barth

      With a copy to:

            Balanced Care Corporation
            5021 Louise Drive
            Suite 200
            Mechanicsburg, PA 17055
            Attention: Robin L. Barber

      If to Owner:

            Angeles BCC Company, LLC
            12700 Park Central Drive, Suite 1606
            Dallas, TX 75251
            Attention: John Lanier

      With a copy to:

            Winston Walp, Esq.
            Jenkens & Gilchrist
            Fountain Place
            1445 Ross Avenue, Suite 3200
            Dallas, TX 75202

or to such other address as a party may from time to time designate in the
manner set forth above.

      7.6 No Oral Modification. This Agreement may not be changed or modified
except by an agreement in writing executed by each of the parties hereto.

      7.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute one and the same instrument.

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      7.8   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE BUT WITHOUT
REGARD TO ITS CONFLICTS OF LAW PROVISIONS.

      7.9 Severability. If any provision of this Agreement is held invalid, it
will not affect in any respect whatsoever the validity of the remainder of this
Agreement.

       WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto
have caused this Agreement to be duly executed by its duly authorized officers
empowered so to act as of the day and year first above written.

                              BCC DEVELOPMENT AND MANAGEMENT CO.


                              By: ________________________________________
                                  Name:
                                  Title:


                              ANGELES BCC COMPANY, LLC


                              By: _________________________________________
                                  Name:
                                  Title:


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