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Exhibit 10.2

                                                                 Loan No. 99-407

                              SENIOR HOUSING RIDER


            THIS SENIOR HOUSING RIDER is attached to and made a part of that
certain Loan Agreement dated as of the 30th day of December, 1999, among
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, "Borrower"), the undersigned operators and HELLER HEALTHCARE
FINANCE, INC., a Delaware corporation (Heller Healthcare Finance, Inc. and its
successors and assigns are hereinafter referred to as "Lender"). To the extent
of any conflict between the terms and provisions of this Rider and the terms and
provisions of the Loan Agreement, the terms and provisions of this Rider shall
govern and control the rights and obligations of the parties.

            R-1. All terms not defined in this Rider shall have the meanings
ascribed to such terms as set forth in the Loan Agreement.

            R-2. The following representations, warranties and covenants are
hereby added to the representations, warranties and covenants contained in the
Loan Agreement.

            Each Borrower represents, covenants, and warrants, as of the date
hereof and through the term of Loan, as follows:

            (a) Each Borrower, together with the Balanced Care Corporation
      Affiliate which is the Manager of each of the Properties and the
      Improvements thereon, and if applicable, the Master Lessee of each
      Property in whose name the Licenses are issued (collectively, the
      "Operator"), are using and operating their respective the Properties and
      Improvements (collectively, the "Facilities") as assisted and/or
      independent senior housing and/or Alzheimer's facilities, together with
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      outpatient rehabilitation services, each Facility having the number of
      beds/units set forth on Exhibit A to the Loan Agreement (as modified from
      time to time with Lender's consent, which consent shall not be
      unreasonably withheld, the "Licensed Use"). Operator and each Borrower
      complies, and throughout the term of the Loan will comply in all material
      respects, with all federal, state and local laws, regulations, quality and
      safety standards, accreditation standards and requirements of the
      applicable state department of health or other applicable state regulatory
      agency (each a "DOH") and all other federal, state or local governmental
      authorities including those relating to the quality and adequacy of
      medical care, distribution of pharmaceuticals, rate setting, equipment,
      personnel, operating policies, additions to facilities and services and
      fee splitting. Each Facility which is owned, leased or operated by a
      Borrower or Operator shall be operated at all times in compliance in all
      material respects with such laws and requirements.

            (b) All governmental licenses, permits, regulatory agreements or
      other approvals or agreements necessary or desirable for the Licensed Use
      of each Facility are held by a Borrower or Operator in the name of the
      Borrower or Operator as required under applicable law and are in full
      force and effect, including, if required, a valid certificate of need
      ("CON") or similar certificate, license, or approval issued by the DOH for
      the requisite number of beds and units in each Facility, and a provider
      agreement or other required documentation of approved provider status for
      each provider payment or reimbursement program listed in Exhibit R-1
      hereto, if applicable; provided, however, rehabilitation services are
      provided at some or all of the Facilities by third parties, each of whom
      has the necessary licenses to perform such services at a Facility. All
      required permits, certificates, licenses and governmental approvals
      necessary for operation of each Facility for the Licensed Use are listed
      on Exhibit R-1 hereto (collectively, the "Licenses"). So long as the Loan
      remains outstanding, each Borrower (and Operator) shall operate its
      Facility or cause its Facility to be operated in a manner such that the
      Licenses shall remain in full force and effect. True and complete copies
      of the Licenses have been delivered to Lender.

            (c) The Licenses for each Facility, including without limitation, if
      applicable, the CON:
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                  (i) May not be, and have not been, and will not be transferred
            to any location other than that Facility; provided, however, the
            CON's for the Arkansas Facilities were acquired from other
            facilities;

                  (ii) Are not now and will not be pledged as collateral
            security for any other loan or indebtedness; and

                  (iii) Are held free and will remain free from restrictions or
            known conflicts which would materially impair the use or operation
            of the Facility for the Licensed Use, and shall not be provisional,
            probationary or restricted in any way.

            (d) Neither any Borrower nor Operator shall:

                  (i) Rescind, withdraw, revoke, amend, modify, supplement, or
            otherwise alter the nature, tenor or scope of the Licenses for any
            Facility;

                  (ii) Amend or otherwise change any Facility's authorized
            units/beds capacity and/or the number of units/beds approved by the
            DOH; except that, subject to Lender's consent, which consent shall
            not be unreasonably withheld or delayed, a Borrower may change the
            allocation of beds/units between assisted living and independent
            living;

                  (iii) Replace or transfer all or any part of a Facility's
            units or beds to another site or location; or

                  (iv) Voluntarily transfer or encourage the transfer of any
            resident of a Facility to any other facility not subject to a
            Mortgage, unless such transfer is at the request of the resident or
            is for reasons relating to the health, required level of medical
            care or safety of the resident to be transferred.

            (e) If and when a Borrower or Operator participates in any Medicare
      or Medicaid or other third party payor program with respect to a Facility,
      that Facility will remain in compliance in all material respects with all
      requirements for participation in Medicare and Medicaid, including the
      Medicare and Medicaid Patient Protection Act of 1987. Each Facility is and
      will remain in conformance in all material
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      respects with all insurance, reimbursement and cost reporting
      requirements, and, if applicable, has a current provider agreement which
      is in full force and effect under Medicare and Medicaid.

            (f) There is no, and during the term of the Loan there shall be no,
      threatened, existing or pending revocation, suspension, termination,
      probation, material restriction, material limitation, or nonrenewal
      affecting any Borrower, Operator or any Facility or any participation or
      provider agreement with any third-party payor, including Medicare,
      Medicaid, Blue Cross and/or Blue Shield, and any other private commercial
      insurance managed care and employee assistance program (such programs, the
      "Third-Party Payors' Programs") to which a Borrower or Operator may
      presently be subject with respect to a Facility, or at any time hereafter
      is subject. All Medicaid, Medicare, and private insurance cost reports and
      financial reports submitted by a Borrower or Operator, if any, are and
      will be materially accurate and complete and have not been and will not be
      misleading in any material respects. No cost reports for any Facility
      remain open or unsettled.

            (g) None of the Borrowers, Operator, or any Facility is or will be
      the subject of any proceeding by any governmental agency, and no notice of
      any violation has been or will be issued by a governmental agency that
      would, directly or indirectly, or with the passage of time:

                  (i) Have a material adverse impact on a Borrower's or
            Operator's ability to accept and/or retain patients or operate any
            Facility for its Licensed Use or result in the imposition of a
            material fine, a sanction having a material impact on a Borrower, a
            lower rate certification or a lower reimbursement rate for services
            rendered to eligible patients;

                  (ii) Modify, limit or annul or result in the transfer,
            suspension, revocation or imposition of probationary use of any of
            the Licenses; or

                  (iii) If applicable, affect a Borrower's or Operator's
            continued participation in the Medicaid or Medicare programs or any
            other of the Third-Party Payors' Programs, or any successor programs
            thereto, at current rate certifications.
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            (h) Each Facility and the use thereof complies and will continue to
      comply in all material respects with all applicable local, state and
      federal building codes, fire codes, health care, senior housing and other
      regulatory requirements (the "Physical Plant Standards") and no waivers of
      Physical Plant Standards exist at any Facility, except those that are
      described on Exhibit R-2 attached hereto.

            (i) No Facility has received a "Level A" (or equivalent) violation,
      and no statement of charges or deficiencies has been made or penalty
      enforcement action has been undertaken against any Facility, Operator or a
      Borrower, or against any officer, director, partner, member or stockholder
      of Operator or a Borrower by any governmental agency during the last three
      calendar years, and there have been no violations over the past three
      years which have threatened any Facility's, any Operator's or a Borrower's
      certification for participation in Medicare or Medicaid or the other
      Third-Party Payors' Programs.

            (j) There are no current, pending or outstanding Medicaid, Medicare
      or Third-Party Payors' Programs reimbursement audits or appeals pending at
      any Facility, and there are no years that are subject to audit.

            (k) There are no current or pending Medicaid or Medicare or
      Third-Party Payors' Programs recoupment efforts at any Facility. No
      Borrower is a participant in any federal program whereby any governmental
      agency may have the right to recover funds by reason of the advance of
      federal funds, including those authorized under the Hill-Burton Act (42
      U.S.C. 291, et seq.).

            (l) No Borrower will pledge its receivables as collateral security
      for any other loan or indebtedness.

            (m) There are no and there will remain no patient or resident care
      agreements with patients or residents which deviate in any material
      adverse respect from the form agreements which have been delivered to and
      approved by Lender pursuant to Section 3.7 of the Loan Agreement.

            (n) All patient or resident records at each Facility, including
      patient or resident trust fund accounts, are true and correct in all
      material respects, and will remain true and correct in all material
      respects.
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            (o) Any agreement relating to the general management, and operation
      of any Facility (each a "Management and Operating Agreement") and the
      manager or operator thereunder shall be subject to Lender's reasonable
      approval and no Management and Operating Agreement shall be modified,
      amended or terminated without Lender's prior consent, which consent shall
      not be unreasonably withheld. In the event any Management and Operating
      Agreement is terminated or in the event of foreclosure or other
      acquisition of a Facility by Lender or its designee or any purchaser at a
      foreclosure sale, Borrower, Lender, any subsequent operator or any
      subsequent purchaser need not obtain a CON prior to applying for and
      receiving Medicare or Medicaid payments.

            (p) No Borrower shall, nor shall any Facility or Operator, other
      than in the normal course of business, change the terms of any of the
      Third-Party Payors' Programs now or hereinafter in effect or their normal
      billing payment or reimbursement policies and procedures with respect
      thereto (including the amount and timing of finance charges, fees and
      write-offs).

            (q) From time to time, upon the request of Lender, regardless of
      whether or not an Event of Default has occurred hereunder or under the
      other Loan Documents, each Borrower shall, and shall cause Operator to
      complete, execute and deliver to Lender any applications, notices,
      documentation, and other information necessary or desirable, in Lender's
      judgment, to permit Lender or its designee (including a receiver) to
      obtain, maintain or renew any one or more of the Licenses for a Facility
      (or to become the owner of the existing Licenses for a Facility) and to
      the extent permitted by applicable law to obtain any other provider
      agreements, licenses or governmental authorizations then necessary or
      desirable for the operation of a Facility by Lender or its designee for
      its Licensed Use (including, without limitation, any applications for
      change of ownership of the existing Licenses or change of control of the
      owner of the existing Licenses). Upon an occurrence of an Event of
      Default, to the extent permitted by applicable law, (i) Lender is hereby
      authorized (without the consent of any Borrower or Operator) to submit any
      such applications, notices, documentation or other information which a
      Borrower caused to be delivered to Lender in accordance with the above
      provisions to the applicable governmental authorities, or to take such
      other steps
<PAGE>   7
      as Lender may deem advisable to obtain, maintain or renew any License or
      other license or governmental authorization in connection with the
      operation of any Facility for its Licensed Use, and each Borrower agrees
      to cooperate and to cause Operator to cooperate with Lender in connection
      with the same and (ii) each Borrower, upon demand by Lender, shall take
      any action and cause Operator to take any action necessary or desirable,
      in Lender's sole judgment, to permit Lender or its designee (including a
      receiver) to use, operate and maintain each Facility for its Licensed Use.
      If any Borrower fails to comply with the provisions of this subsection (q)
      for any reason whatsoever, such Borrower hereby irrevocably appoints
      Lender and its designee as such Borrower's attorney-in-fact, with full
      power of substitution, to take any action and execute any documents and
      instruments necessary or desirable in Lender's sole judgment to permit
      Lender or its designee to undertake Borrower's obligations under this
      subsection (q), including without limitation, obtaining any licenses or
      governmental authorizations then required for the operation of a Facility
      by Lender or its designee for its Licensed Use. The foregoing power of
      attorney is coupled with an interest and is irrevocable and Lender may
      exercise its rights thereunder in addition to any other remedies which
      Lender may have against any Borrower or Guarantor as a result of a
      Borrower's breach of the obligations contained in this subsection (q).

            (r) Each Borrower and Operator shall at all times comply in all
      material respects with all obligations under the contracts and leases with
      residents of each Facility, and no Borrower shall commit or permit any
      default by a Borrower or Operator thereunder. Each Borrower hereby
      indemnifies and holds harmless Lender and agrees to defend Lender (with
      counsel reasonably acceptable to Lender) from and against (collectively,
      the "Indemnified Claims") any (i) claims, proceedings or causes of action
      brought by any resident of a Facility, and (ii) loss, damage, cost or
      expense, including reasonable attorneys' fees, incurred or suffered by
      Lender as a result of any (x) breach by a Borrower or Operator of any
      contract or lease with a resident of a Facility or (y) violation of any
      license or any federal, state or local law governing a Facility or the
      use, operation or maintenance thereof for its Licensed Use.
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            (s) Notwithstanding the foregoing or any other provision of this
      Senior Housing Rider to the contrary, if through the exercise of Lender's
      rights under the Loan Documents or otherwise, Lender or an affiliate of
      Lender shall take permanent possession and control of any Facility,
      Borrower shall not be liable to Lender for any Indemnified Claims which
      first arose after the date ("Transfer Date") Lender or an affiliate of
      Lender took permanent possession and control of that Facility if (but only
      if) the following conditions are fully satisfied:

                  (i) None of any Borrower, Guarantor, any Affiliate of Borrower
            or Guarantor or any agent, employee or contractor of any of the
            foregoing contributed, by act or omission, to the cause, existence,
            or occurrence of such Indemnified Claims; and

                  (ii) The events or state of facts resulting (or with the
            passage of time eventually permanently resulting) in any such
            Indemnified Claims did not exist prior to the Transfer Date.

            (t) Notwithstanding any of the foregoing provisions of this Senior
      Housing Rider to the contrary, Lender, Borrower and Operator agree that
      with respect to each of the seven Facilities located in Pennsylvania (the
      "Pennsylvania Facilities"),

                  (i) at the Closing, the Licenses for such Facility will be in
            the name of the Master Lessee thereof, not in the name of the
            Manager thereof or the Borrower which owns such Facility (an
            "Owner");

                  (ii) promptly after Closing, each Owner and Master Lessee of
            such Facility will seek a determination from the DOH that the
            Licenses for each Facility do not need to be transferred to the
            Owner as a result of (A) the termination of the Master Lease of such
            Facility and the existing Management Agreement with respect to such
            Facility, concurrently with (B) the execution of a new Management
            Agreement in substantially the same form as has been approved by
            Lender and exists as of the date hereof at the Facilities which are
            not Pennsylvania Facilities (a "New Management Agreement"), whereby
            the Master Lessee will be the Manager of such Facility and will
            continue as the holder of the Licenses for such Facility;
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                  (iii) if the DOH indicates that it will not provide the
            requested determination (or fails to provide it in a timely manner),
            then such Owner will use diligent efforts to have the Licenses for
            such Facility reissued in the name of such Owner, at which time the
            Master Lease and existing Management Agreement with respect to such
            Facility shall be terminated, and a New Management Agreement entered
            into between the Owner and either the former Master Lessee or the
            prior Manager;

                  (iv) simultaneously with an Owner entering into a New
            Management Agreement, it (and the Manager thereunder) shall enter
            into an Agreement Regarding Management Agreement and Waiver of
            Property Management and Broker's Liens in favor of Lender in
            substantially the form entered into by the Borrowers and Managers
            which own or manage the Facilities which are not Pennsylvania
            Facilities on the date hereof (each, an "ARM Agreement");

                  (v) if by March 15, 2000,

                        (A) all seven of the Master Leases have not been
                  terminated, or

                        (B) there have not been seven New Management Agreements
                  and seven new ARM Agreements entered into as contemplated
                  above, or

                        (C) the DOH has not either issued a new License in the
                  Owner's name or issued the determination described in clause
                  (ii) above, for each of the seven Pennsylvania facilities,

            then, such circumstances shall constitute an Event of Default under
            the Loan Agreement.


                                 BORROWER:

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


                                 By/s/Clint T. Fegan
                                 Its VP-CFO
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                                 BALANCED CARE REALTY AT ALTOONA, INC., a
                                 Delaware corporation


                                 By/s/Clint T. Fegan
                                 Name Clint T. Fegan
                                 Its VP-CFO

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


                                 By/s/Clint T. Fegan
                                 Its

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


                                 By/s/Clint T. Fegan
                                 Its

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


                                 By/s/Clint T. Fegan
                                 Its

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


                                 By/s/Clint T. Fegan
                                 Its

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


                                 By/s/Clint T. Fegan
                                 Its
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                                 BALANCED CARE REALTY AT MARTINSBURG, INC., a
                                 Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its

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


                                 By/s/Clint T. Fegan
                                 Its

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


                                 By/s/Clint T. Fegan
                                 Its

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


                                 By/s/Clint T. Fegan
                                 Its

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


                                 By/s/Clint T. Fegan
                                 Its

                                 OPERATORS:

                                 BCC AT STATE COLLEGE, INC.,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its
<PAGE>   12
                                 TC REALTY OF ALTOONA, INC.,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 TC REALTY OF LEWISTOWN, INC.,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 TC REALTY OF READING, INC.,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 TC REALTY OF BERWICK, INC.,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 BLACK BOX OF PECKVILLE, INC.,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 TC REALTY CORPORATION III,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its
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                                 BALANCED CARE AT MARTINSBURG, INC.,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 BALANCED CARE AT MAUMELLE, INC.,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 BALANCED CARE AT SHERWOOD, INC.,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its

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


                                 By/s/Clint T. Fegan
                                 Its

                                 TC REALTY CORPORATION II,
                                 a Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 BCC DEVELOPMENT AND MANAGEMENT CO., a
                                 Delaware corporation


                                 By/s/Clint T. Fegan
                                 Its
<PAGE>   14
                                 BCC AT ALTOONA, INC., a Delaware
                                 corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 BALANCED CARE AT LEWISTOWN, INC., a Delaware
                                 corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 BCC AT READING, INC., a Delaware
                                 corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 BALANCED CARE AT BERWICK, INC., a Delaware
                                 corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 BALANCED CARE AT PECKVILLE, INC., a Delaware
                                 corporation


                                 By/s/Clint T. Fegan
                                 Its

                                 BCC AT SCRANTON, INC., a Delaware
                                 corporation


                                 By/s/Clint T. Fegan
                                 Its