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Exhibit 10.3                                                   Loan No. 99-407

                           SECOND AMENDED AND RESTATED
                         SUBORDINATED PROMISSORY NOTE B


$6,400,000.00                                                September 20, 2000


1.       Promise to Pay.

         FOR VALUE RECEIVED, BALANCED CARE REALTY AT STATE COLLEGE, INC., a
Delaware corporation, BALANCED CARE REALTY AT ALTOONA, INC., a Delaware
corporation, BALANCED CARE REALTY AT LEWISTOWN, INC., a Delaware corporation,
BALANCED CARE REALTY AT READING, INC., a Delaware corporation, BALANCED CARE
REALTY AT BERWICK, INC., a Delaware corporation, BALANCED CARE REALTY AT
PECKVILLE, INC., a Delaware corporation, BALANCED CARE REALTY AT SCRANTON, INC.,
a Delaware corporation, BALANCED CARE REALTY AT MARTINSBURG, INC., a Delaware
corporation, BALANCED CARE REALTY AT MAUMELLE, INC., a Delaware corporation,
BALANCED CARE REALTY AT SHERWOOD, INC., a Delaware corporation, BALANCED CARE
REALTY AT MOUNTAIN HOME, INC., a Delaware corporation and BALANCED CARE REALTY
AT MANSFIELD, INC., a Delaware corporation (collectively "Maker"), each of which
has its address c/o Balanced Care Corporation, 1215 Manor Drive, Mechanicsburg,
Pennsylvania 17055, Attention: Clint Fegan, Chief Financial Officer, jointly and
severally promises to pay to the order of HELLER HEALTHCARE FINANCE, INC., a
Delaware corporation, and its successors and assigns ("Holder") the sum of Six
Million Four Hundred Thousand and No/100 Dollars ($6,400,000.00), together with
all other amounts added thereto pursuant to this Second Amended and Restated
Subordinated Promissory Note B ("this Note") or otherwise payable to Holder
under the Loan Documents (as hereinafter defined), including, but not limited
to, the "Exit Fee" as defined and set forth in the Loan Agreement (as
hereinafter defined) (or so much thereof as may from time to time be
outstanding), together with interest thereon as hereinafter set forth, all
payable in lawful money of the United States of America (collectively, the
"Loan"). Payments shall be made to Holder at 500 West Monroe Street, Attention:
Real Estate Financial Services, Chicago, Illinois 60661 (or such other address
as Holder may hereafter designate in writing to Maker).

         This Note is secured by, among other things, the Mortgages encumbering
the Project. This Note, the Second Amended and Restated Promissory Note A made
by Maker in favor of Holder dated the date hereof in the original principal
amount of Thirty Million Six Hundred Thousand and No/100 Dollars
($30,600,000.00) ("Note A"), the Promissory Note C made by Maker in favor of
Holder


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dated the date hereof in the original principal amount of Five Million and
No/100 Dollars ($5,000,000.00) ("Note C"), the Mortgages, the Loan Agreement
dated December 30, 1999, among Maker and Holder, as amended by the Amendment to
Loan Documents dated April 27, 2000 among Maker and Holder and the Second
Amendment to Loan Documents of even date herewith between Maker and Holder (as
so amended, the "Loan Agreement") and any other documents evidencing or securing
the Loan or executed in connection therewith, and any modification, renewal or
extension of any of the foregoing are collectively called the "Loan Documents."
Except as otherwise provided herein, capitalized terms used in this Note shall
have the same meanings as are assigned to such terms in the Loan Agreement.

         This Note amends, restates and replaces in its entirety that certain
Amended and Restated Subordinated Promissory Note B dated April 27, 2000 in the
principal amount of Six Million Four Hundred Thousand and No/100 Dollars
($6,400,000.00) made by Maker in favor of Holder (the "Original Note"). The
execution and delivery of this Note shall not be deemed to be a novation of the
indebtedness outstanding under the Original Note, but instead such indebtedness
shall remain outstanding and shall now be evidenced by and repaid in accordance
with this Note.

2.       Interest.

         So long as no Event of Default (as hereinafter defined) exists,
interest shall accrue on the principal balance hereof from time to time
outstanding and Maker shall pay interest thereon at a rate equal to a floating
rate per annum equal to three and seventy-five hundredths percent (3.75%) plus
the Base Rate (the aggregate rate referred to as the "Interest Rate"). "Base
Rate" shall mean the rate published each business day in the Wall Street Journal
for notes maturing three (3) months after issuance under the caption "Money
Rates, London Interbank Offered Rates (LIBOR)". The Interest Rate for each
calendar month shall be fixed based upon the Base Rate published prior to and in
effect on the first (1st) business day of such month; provided, however, the
Interest Rate from and including the date hereof through December 31, 1999 shall
be fixed based upon the Base Rate in effect on December 30, 1999. Interest shall
be calculated based on a 360 day year and charged for the actual number of days
elapsed.

3.       Payment.

                  (a) Commencing on February 1, 2000, Maker shall pay interest
         computed at the Interest Rate monthly in



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         arrears on the first (1st) day of each month; provided, however,
         interest for the period from and after the date hereof through December
         31, 1999, shall be paid in advance on the date hereof.

                  (b) In addition to monthly payments of interest, commencing
         November 20, 2000, and on the twentieth (20th) day after the end of
         each calendar month thereafter until the Repayment Date, Maker shall
         pay Holder an amount equal to (i) one hundred percent (100%) of the
         Excess Cash Flow (as defined in the Loan Agreement) corresponding to
         such calendar month then ended, less (ii) the amount of Excess Cash
         Flow paid by Maker pursuant to Section 3(b) of Note A, said amount to
         be applied as provided in Section 11 below.

                  (c) This Note shall be due and payable on or before December
         31, 2001, or any earlier date on which this Note shall be required to
         be paid in full, whether by acceleration or otherwise (the "Maturity
         Date").

4.       Intentionally Omitted.

5.       Prepayment.

         Maker may prepay this Note in full or in part at any time; provided
Maker gives Holder at least thirty (30) days prior written notice thereof, Maker
also prepays Note A in full and pays the Exit Fee (as defined in the Loan
Agreement) then due Lender.

6.       Exit Fee.

         As additional consideration for entering into the Loan Agreement and
making the Loan pursuant thereto, Borrower shall pay to Holder the Final Exit
Fee and, if applicable, the Proportionate Exit Fees, as provided in the Loan
Agreement.

7.       Default.

         7.1. Events of Default.

         Any of the following shall constitute an "Event of Default" under this
Note: (a) failure to pay any amounts owed pursuant to this Note, Note A or Note
C within ten (10) calendar days after such payment is due; or (b) the occurrence
of any default under any of the other Loan Documents, which default continues
uncured beyond any applicable grace or cure period.



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         7.2. Remedies.

         So long as an Event of Default remains outstanding: (a) interest shall
accrue at a rate equal to the Interest Rate plus four percent (4%) per annum
(the "Default Rate"); (b) Holder may, at its option and without notice (such
notice being expressly waived), declare this Note immediately due and payable;
and (c) Holder may pursue all rights and remedies available under the Mortgages
or any other Loan Documents. Holder's rights, remedies and powers, as provided
in this Note and the other Loan Documents, are cumulative and concurrent, and
may be pursued singly, successively or together against Maker, any guarantor of
the Loan, the security described in the Loan Documents, and any other security
given at any time to secure the payment hereof, all at the sole discretion of
Holder. Additionally, Holder may resort to every other right or remedy available
at law or in equity without first exhausting the rights and remedies contained
herein, all in Holder's sole discretion. Failure of Holder, for any period of
time or on more than one occasion, to exercise its option to accelerate the
Maturity Date shall not constitute a waiver of the right to exercise the same at
any time during the continued existence of any Event of Default or any
subsequent Event of Default.

         If any attorney is engaged: (i) to collect the Loan or any sums due
under the Loan Documents, whether or not legal proceedings are thereafter
instituted by Holder; (ii) to represent Holder in any bankruptcy,
reorganization, receivership or other proceedings affecting creditors' rights
and involving a claim under this Note; (iii) to protect the liens of any
Mortgage or any of the Loan Documents; (iv) to represent Holder in any other
proceedings whatsoever in connection with any Mortgage or any of the Loan
Documents including post judgment proceedings to enforce any judgment related to
the Loan Documents; or (v) in connection with seeking an out-of-court workout or
settlement of any of the foregoing, then Maker shall pay to Holder all
reasonable costs, attorneys' fees and expenses in connection therewith, in
addition to all other amounts due hereunder.

8.       Late Charge.

         If payments of principal or interest due under this Note, or any other
amounts due under the other Loan Documents, are not timely made and remain
overdue for a period of ten (10) days, Maker, without notice or demand by
Holder, promptly shall pay an amount ("Late Charge") equal to four percent (4%)
of each delinquent payment.



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9.       Governing Law; Severability.

         This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois. The invalidity, illegality or
unenforceability of any provision of this Note shall not affect or impair the
validity, legality or enforceability of the remainder of this Note, and to this
end, the provisions of this Note are declared to be severable.

10.      Waiver.

         Maker, for itself and all endorsers, guarantors and sureties of this
Note, and their respective heirs, legal representatives, successors and assigns,
hereby waives presentment for payment, demand, notice of nonpayment, notice of
dishonor, protest of any dishonor, notice of protest and protest of this Note,
and all other notices in connection with the delivery, acceptance, performance,
default or enforcement of the payment of this Note, and agrees that their
respective liability shall be unconditional and without regard to the liability
of any other party and shall not be in any manner affected by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Holder. Maker, for itself and all endorsers, guarantors and sureties of this
Note and their respective heirs, legal representatives, successors and assigns,
hereby consents to every extension of time, renewal, waiver or modification that
may be granted by Holder with respect to the payment or other provisions of this
Note, and to the release of any makers, endorsers, guarantors or sureties, and
their heirs, legal representatives, successors and assigns, and of any
collateral given to secure the payment hereof, or any part hereof, with or
without substitution, and agrees that additional makers, endorsers, guarantors
or sureties and their heirs, legal representatives, successors and assigns, may
become parties hereto without notice to Maker or to any endorser, guarantor or
surety and without affecting the liability of any of them.

11.      Security, Application of Payments.

         This Note is secured by the liens, encumbrances and obligations created
hereby and by the other Loan Documents and the terms and provisions of the other
Loan Documents are hereby incorporated herein. Payments will be applied, at
Holder's option, first to any fees, expenses or other costs Maker is obligated
to pay under this Note or the other Loan Documents, second to current interest
due on Note A, third to any past due interest payable under Note A, fourth to
current interest due on this Note, fifth to any past due interest payable under
this Note,



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sixth to interest payable under Note C, seventh to the outstanding principal
balance of Note A, eighth to the outstanding principal balance of this Note,
ninth to the outstanding principal balance of Note C and tenth to the Exit Fee
and the Additional Exit Fee; provided, however, that all interest on and the
principal amount of Note C (and the Additional Exit Fee, if any) may be prepaid
in whole or in part at any time, and the foregoing application of payments shall
not apply, if Borrower designates in its notice required under Section 5 of Note
C in connection with the prepayment of sums due under Note C that such
prepayments should be applied solely to amounts due under Note C.

12.      Miscellaneous.

         12.1. Amendments.

         This Note may not be terminated or amended orally, but only by a
termination or amendment in writing signed by Holder and Maker.

         12.2. Lawful Rate of Interest.

         In no event whatsoever shall the amount of interest paid or agreed to
be paid to Holder pursuant to this Note or any of the Loan Documents exceed the
highest lawful rate of interest permissible under applicable law. If, from any
circumstances whatsoever, fulfillment of any provision of this Note and the
other Loan Documents shall involve exceeding the lawful rate of interest which a
court of competent jurisdiction may deem applicable hereto ("Excess Interest"),
then ipso facto, the obligation to be fulfilled shall be reduced to the highest
lawful rate of interest permissible under such law and if, for any reason
whatsoever, Holder shall receive, as interest, an amount which would be deemed
unlawful under such applicable law, such interest shall be applied to the Loan
(whether or not due and payable), and not to the payment of interest, or
refunded to Maker if such Loan has been paid in full. Neither Maker nor any
guarantor, endorser or surety nor their heirs, legal representatives, successors
or assigns shall have any action against Holder for any damages whatsoever
arising out of the payment or collection of any such Excess Interest.

         12.3. Captions.

         The captions of the Paragraphs of this Note are for convenience of
reference only and shall not be deemed to modify, explain, enlarge or restrict
any of the provisions hereof.



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         12.4. Notices.

         Notices shall be given under this Note in conformity with the terms and
conditions of the Loan Agreement.

         12.5. Intentionally Omitted.

         12.6. Time of Essence.

         Time is of the essence of this Note and the performance of each of the
covenants and agreements contained herein.

13.      Intentionally Omitted.

14.      Sale of Loan.

         Holder, at any time and without the consent of Maker, may grant
participations in or sell, transfer, assign and convey all or any portion of its
right, title and interest in and to the Loan, this Note, the Mortgages and the
other Loan Documents, any guaranties given in connection with the Loan and any
collateral given to secure the Loan.

15.      Consent to Jurisdiction.

         MAKER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLY AGREES
THAT, SUBJECT TO HOLDER'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS NOTE OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH
COURTS. MAKER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. MAKER HEREBY
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE
OF PROCESS MAY BE MADE UPON MAKER BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, ADDRESSED TO MAKER, AT THE ADDRESS SET FORTH IN THIS NOTE AND
SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

16.      Jury Trial Waiver.

         MAKER, AND HOLDER BY ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS NOTE AND THE BUSINESS RELATIONSHIP THAT
IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
MADE BY MAKER AND BY HOLDER, AND MAKER ACKNOWLEDGES THAT NEITHER HOLDER NOR ANY
PERSON ACTING ON BEHALF OF HOLDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE
THIS WAIVER OF TRIAL BY



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JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.
MAKER AND HOLDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO A BUSINESS RELATIONSHIP, THAT MAKER AND HOLDER HAVE ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS NOTE AND THAT EACH OF THEM WILL CONTINUE TO RELY ON
THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. MAKER AND HOLDER FURTHER
ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE
REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL.

                         [signatures on following pages]




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         IN WITNESS WHEREOF, Maker has executed this Note or has caused the same
to be executed by its duly authorized representatives as of the date first set
forth above.


                                 MAKER:

                                 BALANCED CARE REALTY AT STATE
                                 COLLEGE, INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary

                                 BALANCED CARE REALTY AT ALTOONA,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary

                                 BALANCED CARE REALTY AT LEWISTOWN,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary

                                 BALANCED CARE REALTY AT READING,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary

                                 BALANCED CARE REALTY AT BERWICK,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary

                                 BALANCED CARE REALTY AT PECKVILLE,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary



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                                 BALANCED CARE REALTY AT SCRANTON,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary

                                 BALANCED CARE REALTY AT MARTINSBURG,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary

                                 BALANCED CARE REALTY AT MAUMELLE,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary

                                 BALANCED CARE REALTY AT SHERWOOD,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary

                                 BALANCED CARE REALTY AT MOUNTAIN HOME,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary

                                 BALANCED CARE REALTY AT MANSFIELD,
                                 INC., a Delaware corporation

                                 By/s/Robin L. Barber
                                 Printed Name Robin L. Barber
                                 Its Vice President and Secretary




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