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Exhibit 10.9
                                     FORM OF
                           FIRST AMENDED AND RESTATED
                           SHORTFALL FUNDING AGREEMENT
                                    [Project]

                  THIS FIRST AMENDED AND RESTATED SHORTFALL FUNDING AGREEMENT
(this "Agreement") is made as of the 30th day of June, 1999 by and among [ ], a
Delaware limited liability company (the "Lessee"), ELDER CARE OPERATORS, LLC, a
Delaware limited liability company which is the sole member of the Lessee (the
"Member"), and BALANCED CARE CORPORATION, a Delaware corporation ("BCC").

                               W I T N E S S E T H

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

                  WHEREAS, the Lessee and [ ], a Delaware corporation (the
"Management Firm"), have entered into that certain Management Agreement dated as
of the Documentation Date (as such has been amended and restated on the date
hereof by and between the Lessee and the Management Firm, the "Management
Agreement"), whereby the Lessee has appointed the Management Firm as the
exclusive manager and operator of the Facility; and

                  WHEREAS, the Lessor and BCC Development and Management
Company, Inc., a Delaware corporation ("Developer"), have entered into a
Development Agreement dated as of the Documentation Date (the "Development
Agreement") for the purpose of developing the Facility; and

                  WHEREAS, the Developer and the Management Firm are
wholly-owned subsidiaries of BCC; and

                  WHEREAS, BCC, the Lessee, the Member, and Oakhaven Elder
Living, Inc., a California corporation ("Oakhaven") and the prior owner of 1% of
the equity interests of the Lessee (the "Oakhaven Interests"), entered into a
Shortfall Funding Agreement dated as of the Documentation Date (the "Original
Shortfall Agreement"), whereby the Lessee agreed to deposit immediately
available funds from time to time as specifically provided in the
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Original Shortfall Agreement to fund the Working Capital Reserve (to be used to
fund Shortfalls); and

                  WHEREAS, as of June 30, 1999, Kevin Sherry (the "Guarantor")
acquired 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
Lessee), pursuant to an Equity Interests Purchase Agreement (the "Purchase
Agreement") of even date herewith; and

                  WHEREAS, the Guarantor transferred the Oakhaven Interests to
the Member, such that the Member is now the sole owner of 100% of the equity
interests in the Lessee; and

                  WHEREAS, the Lessee, the Member and BCC desire to enter into
this Agreement to amend and restate the Original Shortfall Agreement in its
entirety, and to provide, in part, that such funds to be deposited by the Lessee
in the Working Capital Reserve from and after the date hereof will come from the
equity contributions made by the Member to the Lessee from the proceeds of the
Senior Note issued by the Member to the Senior Lender pursuant to the Senior
Credit Documents; and

                  WHEREAS, upon the advance of the 100% of the total principal
amount of the Senior Note and upon depletion of the Working Capital Reserve, BCC
intends to make Advances to the Lessee, on the terms and conditions herein
stated, to fund continuing Shortfalls; and

                  WHEREAS, BCC is willing to fund Advances to the Lessee
covering Shortfalls after 100% of the total amount of the Senior Note has been
advanced and upon depletion of the Working Capital Reserve, only on the terms
and conditions provided in this Agreement.

                  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:

                                    ARTICLE I
                               FUNDING SHORTFALLS

                  SECTION 1.01 Funding; Capitalization of the Lessee;

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Working Capital Reserve. (a) At such time as BCC or the Management Firm
requests, and upon receipt of equity contributions from the Member (made from
advances to the Member from the Senior Lender under and in accordance with the
Senior Note), the Lessee shall deposit into the Collateral Account so much of
such funds so advanced under the Senior Note and contributed as equity to the
Lessee, up to the maximum amount of no less than of [ ], representing 100% of
the total principal amount of the Senior Note and 100% of the total capital
needed to fully fund the Working Capital Reserve; provided, however, that the
Guarantor may utilize up to $89,665 advanced under the Senior Note towards the
acquisition, pursuant to the Purchase Agreement, of the Oakhaven Interests and
the equity ownership interests of the Member. Time is of the essence with
respect to such contributions described in this Section 1.01(a).

                  (b) Except for sums utilized by the Guarantor towards the
acquisition of the Oakhaven Interests and all of the equity interests in the
Member in accordance with the Purchase Agreement, the contributions described in
Section 1.01(a) shall be made directly into the Collateral Account. The
contribution of funds into the Collateral Account as provided in this Section
1.01 is referred to herein as a "Funding," and the aggregate of all Fundings to
be made into the Collateral Account as provided in Section 1.01(a) above,
together with any Fundings made pursuant to Section 1.01 of the Original
Shortfall Agreement, is referred to as the "Working Capital Reserve." As
contemplated pursuant to the Senior Note, BCC or the Management Firm will from
time to time request that Fundings be made under the Senior Note into the
Collateral Account to fund the Working Capital Reserve. Under the Working
Capital Assurance Agreement, the Lessor may also request Fundings. No Fundings
may be made into the Collateral Account until such time as BCC or the Management
Firm (or the Lessor, as appropriate) so requests; provided, however, if BCC or
the Management Firm has failed to make a request for Fundings as provided under
the Senior Note (and if the Lessor has failed to make a request for Fundings
pursuant to the Working Capital Assurance Agreement), and a Shortfall exists,
BCC shall be obligated to make Advances pursuant to the provisions of Section
1.02 below if all other conditions to making such Advances have been satisfied
or waived in writing by BCC.

                  (c) BCC, the Member and the Lessee recognize that Senior
Lender has not committed to fund sums into the Working

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Capital Reserve in excess of the principal amount of the Senior Note.

                  (d) The Guarantor and the Lessee acknowledge and agree that
(i) Fundings under the Senior Note and any other borrowings of the Member or the
Lessee to fund the Working Capital Reserve shall be recourse to the Guarantor to
the extent that the Guarantor will be liable for no less than 15% of the total
amount to be funded into the Working Capital Reserve as provided in Section
1.01(a) above (such maximum guarantied liability of the Guarantor, as adjusted
from time to time to reflect the advances actually made pursuant to the Senior
Note, is referred to herein as the "Guarantied Portion" of the Working Capital
Reserve), (ii) the Guarantor has sufficient funds in personal accounts such that
the guaranty of Indebtedness in connection with sums borrowed for the Working
Capital Reserve is meaningful and has a likelihood of being repaid and (iii) the
Lessor and the Management Firm may (without notice to the Lessee or the Member,
and whether acting alone or together) withdraw funds from the Working Capital
Reserve to fund Shortfalls with respect to the Facility as provided in the
Transaction Documents and the Lease Documents.

                  SECTION 1.02 Advances. Upon the advance of 100% of all sums
under the Senior Note as equity contributions to the Lessee and the deposit of
100% of such sums into the Working Capital Reserve and the complete depletion of
the Working Capital Reserve, and to the extent thereafter of any Shortfall, BCC
hereby agrees to advance (each, an "Advance," and collectively, the "Advances")
from time to time funds to the Lessee upon no less than five (5) days' prior
written notice, upon the terms and conditions provided herein. Advances shall be
evidenced by one or more promissory notes issued by the Lessee in the form
attached hereto as Exhibit A (collectively, the "Notes"). The Notes shall mature
on the anniversary of the fifth year after issuance of the first Note issued
under this Agreement. Interest shall accrue on the Notes at the rate of 2% over
the Prime Rate as announced from time to time in the Eastern Edition of the Wall
Street Journal (or, in the event of the discontinuance of the publishing of the
Prime Rate in such Eastern Edition of the Wall Street Journal, such other source
as the parties may agree), and shall be payable in arrears on the first day of
each calendar quarter. All sums owed under the Notes and hereunder to BCC, and
all other obligations and covenants under the Transaction Documents applicable
to the Lessee and the Member (including the

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obligations of the Member under the Option Agreement, as defined in Section 1.04
below), together with all interest payable under the Transaction Documents and
all other costs and expenses payable by the Lessee or the Member to or for the
benefit of BCC or any BCC Affiliate (including indemnification and defense
obligations) are referred to herein as the "Obligations." Notwithstanding any
provision to the contrary contained in the Transaction Documents, the provisions
of this Section 1.02, and any Notes issued hereunder, shall be subject in all
respects to the terms and conditions of Section 7(c) of the Option Agreement.

                  SECTION 1.03 Asset Purchase Option. (a) The Lessee and the
Member hereby grant to BCC an option (the "Asset Purchase Option") to purchase
all of the assets of the Lessee (including the option to take an assignment of
the Lease) for the Asset Purchase Price. The Asset Purchase Option may be
exercised by BCC by providing written notice to the Lessee at any time during
the term of the Lease. The closing of the purchase of the assets of the Lessee
shall take place within 30 days after BCC exercises the Asset Purchase Option at
such location in Pennsylvania as BCC may designate. At the closing of the asset
purchase, the Lessee shall transfer, assign and convey to BCC (or its designee)
all assets of the Lessee, free and clear of all Liens and restrictions of any
kind or nature, except for Liens or restrictions in favor of the Lessor pursuant
to the Lease Documents or in favor of BCC pursuant to the Transaction Documents
(provided, however, Liens in favor of BCC securing Advances or other Obligations
shall be paid in full by the Lessee and the Member at the closing of the asset
purchase). The Lessee (and the Member if requested by BCC) shall execute and
deliver at the closing of the asset purchase an assignment of lease (assigning
the Lease to the purchaser), a bill of sale conveying all other assets of the
Lessee and such other documents and instruments as BCC may reasonably request,
all in form and substance reasonably satisfactory to BCC. The "Asset Purchase
Price" as used herein shall mean (i) all amounts actually funded into the
Working Capital Reserve pursuant to the Senior Note (together with any accrued
and unpaid interest and other charges then due as of the date of determination),
plus (ii) an amount (calculated as a yearly return) equal to 27.5% of the
Guarantied Portion of the Working Capital Reserve, calculated as though the
Working Capital Reserve were fully funded as of the date hereof, compounded on
an annual basis through the closing date, plus (iii) the aggregate amount of all
Advances and all other

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Obligations due and payable by the Lessee or the Member to BCC or a BCC
Affiliate through the closing date (exclusive of the Management Fee), minus (iv)
any payments made to the Member under the Option Agreement (but subject to the
following provisions regarding credit for option payments paid as Current Yield
(as defined in the Option Agreement) in advance and exclusive of the option
payments made to the Member or Oakhaven pursuant to the terms of the Original
Option Agreement (as defined in Section 1.04 below)). To avoid any doubt, BCC
shall receive, according to the following schedule, a credit against the Asset
Purchase Price for any payments made to the Member under the Option Agreement
paid as Current Yield in advance, to the extent that such advanced option
payments are attributable to Current Yield accruing from and after the closing
date:


                 Number of months      Credit received by BCC for
                   between June 30,     option payments paid as
                       1999             Current Yield in advance
                 and the closing      (as % of Current Yield paid
                       date                   in advance)
                        0-6                       none
                        7-8                        25%
                       9-10                        50%
                       11-12                       75%
                   more than 12                   100%

All Advances and all other Obligations due and payable by the Lessee or the
Member to BCC or a BCC Affiliate through the closing date of the asset purchase
shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as
appropriate. Notwithstanding any provision to the contrary contained in the
Transaction Documents, the provisions of this Section 1.03 shall be subject in
all respects to the terms and conditions of Section 7(c) of the Option Agreement
and Section 6.04 of this Agreement.

                  (b) Notwithstanding any provision to the contrary contained
herein or in any other Transaction Document, BCC agrees that the Asset Purchase
Option shall not be exercised unless (i) BCC or its designee is prohibited (by
operation of law, or any other reason other than the acts or omissions of BCC or
any BCC Affiliate) from exercising the Option to acquire the Equity Interests
pursuant to the Option Agreement, or (ii) the Lessee or the Member is in Default
of any covenant, agreement, representation or warranty contained in this
Agreement (except

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for a Default in the payment of interest under the Notes) or the Option
Agreement, which Default was not caused by BCC or any BCC Affiliate.

                  SECTION 1.04 Transaction Documents. In addition to the Notes,
and to better secure the performance of the Lessee hereunder and under the other
Transaction Documents, the Lessee or the Member or both (as applicable) have
executed and delivered to Lessor or BCC (as applicable) the following:

                           (i) the Lease, the other Lease Documents and the
                  Senior Credit Documents to which it is a party;

                           (ii) the [ ] in the form attached hereto as Exhibit B
                  encumbering the Property in favor of BCC (the "Leasehold
                  Mortgage");

                           (iii) the Deposit Pledge Agreement and the Pledge
                  Agreement; and

                           (iv) such other documents, certificates, powers,
                  affidavits and instrument as BCC may reasonably request.

                  In addition to the foregoing documents, the Member has
                  executed and delivered to BCC a First Amended and Restated
                  Option Agreement (the "Option Agreement") substantially in the
                  form attached hereto as Exhibit C, whereby the Member has
                  agreed that BCC shall have an option to purchase the equity
                  interests of the Member in the Lessee, on the terms and
                  conditions provided therein. The Option Agreement amended and
                  restated that certain Option Agreement dated as of the
                  Documentation Date by and among the Member, Oakhaven and BCC
                  (the "Original Option Agreement").

                  SECTION 1.05 Interest Payments. In no event shall the amount
of interest due or payable pursuant to any Transaction Document (exclusive of
payment made under the Option Agreement and sums paid in connection with the
Asset Purchase Option) exceed the maximum rate of interest allowed by Law and,
in the event any such payment is inadvertently paid by the Lessee or the Member
or inadvertently received by BCC or any BCC Affiliate,

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then such excess sum shall be credited as a payment of principal due to BCC or
any BCC Affiliate. It is the express intention of the parties hereto that
neither the Lessee nor the Member pay to BCC, directly or indirectly, in any
manner whatsoever, interest in excess of that which may be lawfully paid by the
Lessee.

                  SECTION 1.06 Intention. It is the intention of BCC, the Member
and the Lessee that (i) the Management Firm operate the Facility pursuant to the
Management Agreement and that the Lessee act as a passive investor with respect
to the Facility, (ii) the Lessee include on its financial statements all revenue
and losses with respect to the Facility during the term of this Agreement for
accounting purposes, and (iii) Advances made hereunder and all other obligations
of the Lessee and the Member under the Transaction Documents be secured by and
pursuant to the Leasehold Mortgage and the Pledge Agreement, but subject to the
rights of Lessor under the Lease, regardless of any bankruptcy, insolvency,
receivership or similar proceedings instituted by or against the Lessee. BCC,
the Member and the Lessee agree to take no position inconsistent with the
intention of the parties as herein stated.

                                   ARTICLE II
                             CONDITIONS TO ADVANCES

                  SECTION 2.01 Conditions Precedent to Advances. The obligations
of BCC to accept delivery of the Transaction Documents and make Advances are
subject to the condition precedent that BCC receives the following five (5) days
prior to the making of any Advance:

                  (a) the Note(s);

                  (b) the Working Capital Assurance Agreement;

                  (c) the Leasehold Mortgage;

                  (d) the Option Agreement;

                  (e) the Management Agreement;

                  (f) a certificate of the Secretary of State of the State of
Delaware stating that the Lessee is duly organized, validly existing and in good
standing in such state;

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                  (g) a certified copy of the Operating Agreement of the Lessee
and the Member, together with certified resolutions or authorizations of the
Lessee and the Member granting the power to the Lessee and the Member to enter
into and perform the Transaction Documents;

                  (h) all other Transaction Documents; and

                  (i) the Lease and all other Lease Documents.

                  SECTION 2.02 Additional Conditions Precedent to Advances. The
obligation of BCC to accept delivery of the Transaction Documents and consummate
this transaction, and to make any Advance, shall be further subject to the
condition precedent that the following statements shall be true and correct (and
the delivery by the Lessee and the Member of the Notes and the other Transaction
Documents shall be deemed to constitute a representation and warranty by the
Lessee and the Member that such statements are true on such date):

                           (i) The representations and warranties contained in
                  Article III of this Agreement and the other Transaction
                  Documents are true and correct in all material respects on and
                  as of date of the execution and delivery of this Agreement, at
                  the time of each Advance, and as of each date until the
                  Obligations are satisfied in full; and

                           (ii) No event has occurred and is continuing which
                  constitutes a Default or an Event of Default on the part of
                  the Lessee or the Member under any of the Transaction
                  Documents.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

                  SECTION 3.01 Representations and Warranties of the Lessee. The
Lessee and the Member represent and warrant, as of the date hereof and not as to
any period of time prior to the date hereof, as follows:

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                  (a) Organization; Qualification. The Lessee is a limited
liability company duly formed, validly existing and in good standing under the
laws of State of Delaware, has qualified to do business in the State in which
the Facility is located, and has the power and authority to own its properties
and to carry on its business as now being and hereafter proposed to be
conducted; provided, however, notwithstanding any provision to the contrary
contained herein or in the other Transaction Documents, if the foregoing is
false or misleading (and so long as such representation or warranty was not made
false or misleading as a result of the acts or omissions of the Lessee or the
Member), in no event shall BCC fail to fund Advances if required to do so
hereunder or raise as a defense to the consequences of BCC's failure to make
Option Payments the failure of the foregoing from being true and correct, but
neither the Lessee nor the Member shall raise as a defense to the obligations of
the Lessee or the Member hereunder or under any other Transaction Document the
failure of the foregoing from being true and correct in all material respects.

                  (b) Power; Authority. The execution, delivery and performance
by the Lessee of this Agreement and the other Transaction Documents to which it
is a party are within the Lessee's power and have been duly authorized by all
necessary action, and this Agreement and the other Transaction Documents to
which the Lessee is a party have been duly executed and delivered by the duly
authorized representative of the Lessee.

                  (c) Approval or Consents. No approval or consent of any
foreign, domestic, federal, state or local authority is required for the due
execution, delivery and performance by the Lessee of this Agreement or any other
Transaction Document to which it is a party and the execution, delivery and
performance by the Lessee of this Agreement and the other Transaction Documents
to which it is a party do not conflict with, and will not result in the breach
of or default under, any contract, agreement or other document or instrument to
which the Lessee is a party or by which its properties are bound.

                  (d) Binding Obligations. This Agreement and the other
Transaction Documents to which the Lessee is a party are legal, valid and
binding obligations of the Lessee enforceable against the Lessee in accordance
with their respective terms, except as the same may be limited by bankruptcy,
insolvency,

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reorganization, moratorium or other laws affecting generally the enforcement of
creditors' rights; provided, however, notwithstanding any provision to the
contrary contained herein or in the other Transaction Documents, if the
foregoing is false or misleading (and so long as such representation or warranty
was not made false or misleading as a result of the acts or omissions of the
Lessee or the Member), in no event shall BCC fail to fund Advances if required
to do so hereunder or raise as a defense to the consequences of BCC's failure to
make Option Payments the failure of the foregoing from being true and correct,
but neither the Lessee nor the Member shall raise as a defense to the
obligations of the Lessee or the Member hereunder or under any other Transaction
Document the failure of the foregoing from being true and correct in all
material respects.

                  (e) Litigation. There is no pending or, to the best of the
Lessee's knowledge, threatened action, suit or proceeding against or affecting
the Lessee before any court, governmental agency or arbitrator.

                  (f) Applicable Law. The execution, delivery and performance of
this Agreement and the other Transaction Documents to which the Lessee is a
party, and the borrowings hereunder, do not and will not, by the passage of
time, the giving of notice or otherwise, violate any Law applicable to the
Lessee; provided, however, notwithstanding any provision to the contrary
contained herein or in the other Transaction Documents, if the foregoing is
false or misleading (and so long as such representation or warranty was not made
false or misleading as a result of the acts or omissions of the Lessee or the
Member), in no event shall BCC fail to fund Advances if required to do so
hereunder or raise as a defense to the consequences of BCC's failure to make
Option Payments the failure of the foregoing from being true and correct, but
neither the Lessee nor the Member shall raise as a defense to the obligations of
the Lessee or the Member hereunder or under any other Transaction Document the
failure of the foregoing from being true and correct in all material respects.

                  (g) Title and Condition of Assets. Except for the Lessee's
leasehold interest in the Lease, the Lessee has good, marketable and legal title
to its properties and assets. The Lessee has a good and valid leasehold interest
in the Lease.

                  (h) Liens. None of the properties and assets of the

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Lessee are subject to any Lien or other charge other than Liens in favor of
Lessor pursuant to the Lease or the Senior Credit Documents, BCC as provided
herein, or a BCC Affiliate ("Permitted Liens"), and the execution, delivery and
performance by the Lessee of this Agreement and the other Transaction Documents
to which it is a party will neither result in the creation of any Lien or other
charge upon any of the Lessee's properties or assets, nor cause a default under
any agreements to which the Lessee is a party.

                  (i) {intentionally omitted}.

                  (j) Tax Returns and Payments. All federal, state and other tax
returns of the Lessee required by Law to be filed have been duly filed, and all
federal, state and other taxes, assessments and other governmental charges or
levies upon the Lessee and its properties, income, profits and assets which are
due and payable have been paid; provided, however, if the failure to file such
tax returns was due to the acts or omissions of BCC or a BCC Affiliate, the
foregoing shall not constitute an Event of Default.

                  (k) No Employees. The Lessee has no employees for which it is
required to comply with the Employment Retirement Income Security Act of 1974.

                  (l) Absence of Defaults. To the Lessee's and the Member's
knowledge, no event has occurred, which has not been remedied, cured or waived,
which constitutes, or with the passage of time or giving of notice or both would
constitute, a Default or an Event of Default under any Transaction Document or
Lease Document or which constitutes or which with the passage of time or giving
of notice or both would constitute a default or event of default by the Lessee
under any agreement or judgment, decree or order, to which the Lessee is a party
or by which the Lessee or any of its properties may be bound.

                  (m) Accuracy and Completeness of Information. No document
furnished or written statement made to BCC by the Lessee or the Member in
connection with the execution of this Agreement or any of the other Transaction
Documents (or in connection with the organization or capitalization of the
Lessee by the Members) contains or will contain any untrue statement of a
material fact or fails to state a material fact necessary in order to make the

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statements contained therein not materially misleading.

                  (n) Subsidiaries. The Lessee does not own, directly or
indirectly, of record or beneficially, any of the voting stock of any class or
classes of, or any other voting interests of, any Entity.

                  (o) Investment Company. The Lessee is not an "investment
company" or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

                  (p) Public Utility Company. The Lessee is not a "holding
company" or a "subsidiary company", or an "affiliate" of a "holding company",
within the meaning of the Public Holding Company Act of 1935, as amended.

                  (q) Sole Member. The Member is the sole member of the Lessee,
and no other person or Entity holds any equity interest or other security in the
Lessee.

                  (r) Capital Contributions. The Guarantor has the financial
resources and ability to pay the Guarantied Portion.

                                   ARTICLE IV
                             COVENANTS OF THE LESSEE

                  SECTION 4.01 Affirmative Covenants. So long as BCC or any BCC
Affiliate shall have any commitment or Obligation hereunder or under the other
Transaction Documents owed to it, the Lessee will and the Member shall cause the
Lessee to:

                  (a) Compliance with Laws. Comply, in all material respects
with all applicable Laws, such compliance to include paying before the same
become delinquent all taxes, assessments and governmental charges imposed upon
it or upon its properties.

                  (b) {intentionally omitted}

                  (c) Notice of Litigation and Other Matters. Promptly give
notice to BCC of the following: (i) any actions, suits or proceedings instituted
against the Lessee; (ii) any change in the chief executive office, principal
place of business or location of the books and records of the Lessee and (iii)
the occurrence

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of a Default or an Event of Default.

                  (d) {intentionally omitted}

                  (e) Preservation of Existence and Similar Matters. Preserve
and maintain its existence under the Laws of the state of its formation, and
preserve and maintain its rights, franchises, licenses and privileges in such
state as a limited liability company, and qualify and remain qualified and
authorized to do business in such state.

                  (f) Business. At all times endeavor to carry on its business
in the most efficient manner possible under the circumstances and engage only in
the business presently carried on by the Lessee.

                  (g) Further Assurances. At BCC's request, from time to time,
execute, acknowledge or take such further action as BCC may reasonably require
(i) to effectuate the purposes of this Agreement and the purposes of the other
Transaction Documents or (ii) to comply or consent to such actions as BCC may
wish to comply or consent to on behalf of the Lessee under the Lease Documents.

Provided, however, notwithstanding anything to the contrary contained in this
Section 4.01, the Lessee shall not be in default hereunder to the extent that
the obligations described in this Section 4.01 are required to be performed by
the Management Firm under the Management Agreement.

                  SECTION 4.02 Negative Covenants. Except as expressly permitted
under the Transaction Documents or the Lease Documents, so long as BCC shall
have any commitment or Obligation hereunder or under the other Transaction
Documents owed to it, the Lessee will not, and Member will not cause the Lessee
to, without the prior written consent of BCC:

                  (a) Liens Created by the Lessee. Create or suffer to exist any
Lien or any other type of preferential arrangement, upon or with respect to any
of its properties, whether now owned or hereafter acquired, or assign any right
to receive income, other than Permitted Liens.

                  (b) Distributions. Make any distribution of cash or

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other property to the Member (other than payments to the Member to satisfy
Federal, state or local income tax consequences resulting exclusively from the
operations of the Facility) or declare or pay any dividend or distribution on
any securities of the Lessee.

                  (c) Other Business. Engage in any business venture or enter
into any agreement with respect to any business venture, except as expressly
provided in the Transaction Documents with respect to the Facility.

                  (d) Transfer of Assets. Except as expressly contemplated in
the Transaction Documents to BCC or an Entity designated by BCC or otherwise as
expressly permitted in the Lease with respect to Subleases of a portion of the
Facility, convey, transfer, lease, sublease, assign or otherwise dispose of
(whether in one transaction or in a series of transactions) any of its assets
(whether now owned or hereafter acquired) to, or acquire all or substantially
all of the assets of, any person or Entity. The restrictions of this Subsection
shall include a prohibition on any assignment, pledge, hypothecation or other
transfer of the Lease or sublease or license of the Facility, except to BCC or a
BCC Affiliate in accordance with the terms and conditions of the Lease or
otherwise as expressly permitted in the Lease with respect to Subleases of a
portion of the Facility.

                  (e) Indebtedness for Borrowed Money. Create, assume, guaranty
or otherwise become or remain obligated in respect of, or permit or suffer to
exist or to be created, assumed or incurred or to be outstanding, any
Indebtedness, except Indebtedness incurred to BCC or a BCC Affiliate under the
Transaction Documents or Indebtedness incurred to Lessor as expressly provided
in the Lease Documents.

                  (f) Creation of Affiliates. Form, organize or participate in
the formation or organization of any Entity, or make any investment in any newly
formed or existing Entity.

                  (g) Loans. Extend credit to or make any advance, loan or
contribution to any person or Entity.

                  (h) Governance Documents. Amend, supplement or otherwise
modify the terms of the Articles of Formation or the Limited Liability Company
Agreement of the Lessee in any way.

                                       15
<PAGE>   16
                  (i) Other Transactions with Lessor. Enter into any transaction
with Lessor or any affiliate or related party to or with Lessor, other than
pursuant to the Transaction Documents.

                  (j) Transfers of Equity Interests. Permit the Member to
transfer all or any portion of the Member's Equity Interest in the Lessee.

                  (k) Amend Transaction Documents. (i) Amend, terminate,
supplement or otherwise modify any Transaction Document, (ii) waive any default
or potential event of default by Lessor under, or consent to any action
requested by Lessor pursuant to, any Lease Document, (iii) declare a default or
event of default under any Lease Document, (iv) exercise any right to extend the
term of the Lease, (v) exercise any right to purchase the Facility or exercise a
right of refusal with respect thereto, or (vi) exercise any right to cancel the
Lease as a result of a casualty or condemnation with respect to the Facility, or
otherwise.

                  (l) Mergers and Consolidations. Merge or consolidate with,
purchase all or any substantial part of the assets of, or otherwise acquire any
Entity.

                  (m) Issuance of Securities. Except for the equity interests of
the Lessee that have been issued to the Member and are outstanding as of the
date hereof, issue any equity interests or options, warrants or other rights to
purchase any equity interests or any securities convertible or exchangeable for
equity interests, or commit to do any of the foregoing.

                                    ARTICLE V
                                EVENTS OF DEFAULT

                  SECTION 5.01 Events of Default. Each of the following events
shall constitute an event of default hereunder ("Shortfall Event of Default"),
whatever the reason for such event and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment or
order of any court or any order, rule or regulation of any governmental or
nongovernmental body; provided, however, notwithstanding anything to the
contrary contained in this Section 5.01, no Shortfall Event of Default may be
declared hereunder in the event that the

                                       16
<PAGE>   17
Shortfall Event of Default resulted from a default on the part of BCC or a BCC
Affiliate under any of the Transaction Documents:

                  (a) The Lessee shall fail to make any payment of principal or
interest, as stated in the Notes, when due (a "Monetary Default"); or

                  (b) Any material representation or warranty made by the Lessee
or the Member under or in connection with any Transaction Document shall prove
to have been incorrect or misleading in any material respect when made; or

                  (c) The Lessee or the Member shall fail to perform or observe
any term, covenant or agreement contained in this Agreement, or in any other
Transaction Document, on its or their part to be performed or observed beyond
the applicable cure period; or

                  (d) The Lessee or the Member shall generally not pay its debts
when due; or

                  (e) The Lessee or the Member shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or against the
Lessee or the Member seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of the Lessee or the Member of any of its
debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee or other similar official for the Lessee or
the Member or for any substantial part of its property; or the Lessee or the
Member shall take any action to authorize any of the actions set forth above in
this subsection; or

                  (f) Any nonappealable judgment or order for the payment of
money in excess of $50,000 shall be rendered against the Lessee and the same
shall not be discharged within 30 days after entry; or

                  (g) A warrant or writ of attachment or execution or similar
process shall be issued against any property of the Lessee which exceeds $50,000
in value and such warrant or process

                                       17
<PAGE>   18
shall continue undischarged or unstayed for 30 consecutive days; or

                  (h) Any material provision of any Transaction Document to
which the Lessee or the Member is a party shall for any reason cease to be valid
and binding on the Lessee or the Member, or the Lessee or the Member shall so
state in writing; or

                  (i) The Leasehold Mortgage shall for any reason cease to
create a valid and perfected security interest in any of the collateral covered
thereby, subject in priority only to the Permitted Liens; or

                  (j) an Option Agreement Event of Default, a Mortgage Event of
Default, a Lease Event of Default, a Deposit Pledge Event of Default, an Other
Transaction Default or a Management Agreement Event of Default on the part of
the Lessee or the Member shall occur and be continuing.

                                   ARTICLE VI
                                    REMEDIES

                  SECTION 6.01 Applicable Provisions Upon Occurrence of an Event
of Default. Upon the occurrence of a Shortfall Event of Default, the following
provisions shall apply:

                  (a)      Acceleration and Termination:

                           (i) Automatic. Upon the occurrence of a Shortfall
                  Event of Default specified in Section 5.01(e), the principal
                  of, and the interest on, the Notes at the time outstanding,
                  and all other amounts owed to BCC under this Agreement and any
                  of the other Transaction Documents, shall become automatically
                  due and payable without presentment, demand, protest, or other
                  notice of any kind all of which are expressly waived, anything
                  in this Agreement or the other Transaction Documents to the
                  contrary notwithstanding.

                           (ii) Optional. If any other Shortfall Event of
                  Default shall have occurred, and in every such event, BCC may
                  do the following: declare the principal of, and interest on,
                  the Notes at the time outstanding, and all other amounts owed
                  to BCC under this Agreement and the

                                       18
<PAGE>   19
                  other Transaction Documents, to be forthwith due and payable,
                  whereupon the same shall immediately become due and payable
                  without presentment, demand, protest or other notice of any
                  kind, all of which are expressly waived, anything in this
                  Agreement or the other Transaction Documents to the contrary
                  notwithstanding.

                  (b) BCC's Right to Enter Property. Subject to the terms of the
Lease Documents and the Transaction Documents, BCC may enter upon the Property
and any premises on which collateral may be located and, without resistance or
interference by the Lessee, take physical possession of any or all thereof and
maintain such possession on such premises or move the same or any part thereof
to such other place or places as BCC shall choose, without being liable to the
Lessee on account of any loss, damage or depreciation that may occur as a result
thereof.

                  (c) Use of Premises. BCC may, without payment of any rent or
any other charge, enter the Property and, without breach of peace, take
possession of the Property or place custodians in exclusive control thereof,
remain on such premises and use the same and any of the Lessee's equipment, for
the purpose of (i) operating the Facility and (ii) collecting any accounts
receivable.

                  (d) Other Rights. BCC may exercise any and all of its rights
and remedies available under the other Transaction Documents, as well as those
available in Law or in equity.

                  (e) Right to Foreclose. Subject to the rights of the Lessor
under the Lease Documents and the Senior Credit Documents, BCC may foreclose
upon the Lease, take immediate possession of the Facility and Property and
operate the Property, all in accordance with the terms and conditions of the
Leasehold Mortgage.

                  SECTION 6.02 Application of Proceeds. All proceeds from each
sale of, or other realization upon, all or any part of the Collateral following
a Shortfall Event of Default shall be applied or paid over as follows:

                  (a) First: to the payment of all costs and expenses incurred
in connection with such sale or other realization, including, without
limitation, the expenses for indemnification

                                       19
<PAGE>   20
as provided herein;

                  (b) Second: to the payment of the interest due upon the Notes;

                  (c) Third: to the payment of the principal due upon the Notes
or any other payments owed to BCC under the Transaction Documents; and

                  (d) Fourth: the balance (if any) of such proceeds shall be
paid to the Lessee subject to any duty imposed by law or otherwise to the holder
of any subordinate lien in the Collateral known to BCC and subject to the
direction of a court of competent jurisdiction.

                  The Lessee shall remain liable and will pay, on demand, any
deficiency remaining in respect of the Obligations owing by the Lessee to BCC
after the application of proceeds set forth above together with interest thereon
at a rate per annum equal to the highest rate then payable hereunder.

                  SECTION 6.03  Miscellaneous Provisions Concerning Remedies.

                  (a) Rights Cumulative. The rights and remedies of BCC under
this Agreement and each of the other Transaction Documents shall be cumulative
and not exclusive of any rights or remedies which it would otherwise have. In
exercising its rights and remedies BCC may be selective and no failure or delay
by BCC in exercising any right shall operate as a waiver of it, nor shall any
single or partial exercise of any power or right preclude its other or further
exercise of any other power or right.

                  (b) Waiver of Marshaling. The Lessee hereby waives any right
to require any marshaling of assets and any similar right.

                  (c) Limitation of Liability. Nothing contained in this Article
VI or elsewhere in this Agreement or in any other Transaction Documents shall be
construed as requiring or obligating BCC or any agent or designee thereof to
make any demand, or to make any inquiry as to the nature or sufficiency of any
payment received by it, or to present or file any claim or notice or take any
action, with respect to any account or any

                                       20
<PAGE>   21
other Collateral or the moneys due or to become due under the Notes or any other
Transaction Documents or in connection therewith, or to take any steps necessary
to preserve any rights against prior parties and neither BCC nor any of its
agents or designees shall have any liability to the Lessee for actions taken
pursuant to this Article VI, any other provision of this Agreement or any other
Transaction Documents, except as otherwise provided by Law.

                  (d) Waiver of Defenses. The Lessee hereby waives any and all
defenses, either by way of set-off as to matters arising prior to the date
hereof or any other defenses, which the Lessee presently believes it has or
which the Lessee may have in the future relating to defaults by the Lessee or
the Member under this Agreement or any other Transaction Document.


                  SECTION 6.04 Remedies of the Lessee and the Member. So long as
no Event of Default has occurred under any Transaction Document or Lease
Document which was caused by either the Member or the Lessee, in the event that
BCC fails to make Advances once required as provided herein, after ten (10) days
prior written notice of such failure sent by the Lessee to BCC, the Lessee and
the Member shall have the following remedies and rights: (i) BCC shall no longer
have any right to exercise the Option or the Asset Purchase Option, (ii) all
Notes issued by the Lessee pursuant to this Agreement shall automatically be
amended to provide that interest due under the Notes will accrue and not be due
and payable until the date which is the fifth (5th) anniversary of the date of
issuance of the first Note so issued by the Lessee pursuant to this Agreement
and (iii) the lien encumbering the Equity Interests and other assets in favor of
BCC arising hereunder and under the Pledge Agreement and the Leasehold Mortgage
shall automatically be released and terminated. BCC agrees, after the failure to
make Advances and an opportunity to cure as provided herein, to execute such
documents and instruments, and accept delivery of such replacement Notes
(returning the Notes to be replaced) as the Member may reasonably request to
effect the provisions of Subsections (i), (ii) and (iii) above.

                                   ARTICLE VII
                              ADDITIONAL AGREEMENTS

                                       21
<PAGE>   22
                  SECTION 7.01 Right to Cure Defaults Under Transaction
Documents. The Lessee shall give BCC immediate notice of an default or event of
default under any Transaction Document received from Lessor. BCC shall have the
right, but not the obligation, to cure such default or event of default. To the
extent that BCC shall expend sums to cure any such default or event of default,
such sums shall be deemed Advances hereunder, payable upon demand.

                  SECTION 7.02 Confidentiality.

                  (a) The Lessee and the Member hereby covenant and agree, on
behalf of the Lessee, the Member and all Lessee Affiliates, that all
Confidential Information (as hereinafter defined) will be held and treated by
the Lessee, the Member, Lessee Affiliates and the agents and employees of the
Lessee, the Member and Lessee Affiliates in confidence and will not, except as
explicitly consented to by BCC in its sole discretion, be disclosed by the
Lessee, the Member, Lessee Affiliates or the agents and employees of the Lessee,
the Member or Lessee Affiliates, in any manner whatsoever, in whole or in part,
and will not be used by the Member, the Lessee, Lessee Affiliates or the agents
and employees of the Lessee, the Member or Lessee Affiliates for any purpose
whatsoever. The Lessee and the Member further agree on behalf of the Lessee, the
Member and Lessee Affiliates (i) to disclose Confidential Information only to
the Lessee's employees who need to know the Confidential Information for
purposes related to the Facility, (ii) to employ all reasonable procedures to
ensure that neither the Lessee, the Member, or Lessee Affiliates, nor any of
their respective agents or employees use the Confidential Information in
connection with trading in the securities of BCC or communicate such information
to others who so trade in such securities and (iii) that any Confidential
Information not returned to BCC or the Management Firm, as applicable, will be
held by the Lessee and kept subject to the terms of this Section or destroyed.

                  (b) As used in this Section, "Confidential Information" means
all information and data containing or otherwise reflecting information
concerning BCC or any BCC Affiliate, or any Other Facility, which is not
available to the general public but is material to the business, financial
condition, or prospects of BCC and BCC Affiliates or otherwise would be material
to making an investment decision with respect to the publicly traded

                                       22
<PAGE>   23
securities of BCC, together with analyses, compilations, studies or other
documents, whether prepared by BCC or any other Entity, which contain or
otherwise reflect such information; provided, however, Confidential Information
shall in no event include information that has become public through no wrongful
action of the Lessee or the Member or matters for which the Lessee or the Member
are required to disclose pursuant to Laws.

                  SECTION 7.03 Cure Period For BCC. With respect to all
obligations of BCC or a BCC Affiliate under the Transaction Documents, in no
event shall be BCC or such BCC Affiliate be in default regarding any such
obligations unless and until the Lessee and/or the Member provides notice to BCC
of such default and a period of no less than ten (10) days (or such longer
period as may be provided in the Transaction Documents) to cure such default.

                                  ARTICLE VIII
                                  MISCELLANEOUS

                  SECTION 8.01 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 interpretation
and other provisions set forth in Appendix 1 hereto shall apply to this
Agreement.

                  SECTION 8.02 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 Lessee or the Member, to:

                             Sherry, Coleman & Holthouse LLP
                             610 Newport Center Drive
                             Suite 1200
                             Newport Beach, CA 92660
                             Attention: Kevin Sherry


                                       23
<PAGE>   24
                     (ii)    If to BCC, to:

                             c/o BCC Development and Management Co.
                             1215 Manor Drive
                             Mechanicsburg, PA 17055

or to such other address or facsimile number as a party may designate by notice
to the other parties hereto. Copies of all notices given hereunder shall be sent
simultaneously to the Lessor and its counsel at their respective addresses
stated in the Lease.

                  SECTION 8.03 Jurisdiction. THE LESSEE AND THE MEMBER HEREBY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY PENNSYLVANIA COURT OR
FEDERAL COURT SITTING IN PENNSYLVANIA IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS TO WHICH
THE LESSEE IS A PARTY, AND THE LESSEE AND THE MEMBER HEREBY IRREVOCABLY AGREE
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND
DETERMINED IN SUCH PENNSYLVANIA COURT OR IN SUCH FEDERAL COURT. THE LESSEE AND
THE MEMBER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING. THE LESSEE AND THE MEMBER IRREVOCABLY CONSENT TO THE SERVICE OF
COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE
LESSEE AT ITS ADDRESS SPECIFIED IN SECTION 8.02. THE LESSEE AND THE MEMBER AGREE
THAT A NONAPPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION SHALL AFFECT THE
RIGHT OF BCC TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
AFFECT THE RIGHT OF BCC TO BRING ANY ACTION OR PROCEEDING AGAINST THE LESSEE OR
ITS PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.

                  SECTION 8.04 Performance of the Lessee's Duties. The Lessee's
obligations, and the obligation of the Member, under this Agreement and the
other Transaction Documents shall be performed by the Lessee and the Member at
their sole cost and expense. If the Lessee or the Member shall fail to do any
act or thing which it or they have covenanted to do under this Agreement or any
of the other Transaction Documents, BCC may, but shall not be obligated to, do
the same or cause it to be done either in the

                                       24
<PAGE>   25
name of BCC or in the name and on behalf of the Lessee or the Member, and the
Lessee and the Member hereby irrevocably authorizes BCC so to act.

                  SECTION 8.05 Indemnification. (a) The Lessee agrees to
reimburse BCC for all costs and expenses, including reasonable counsel fees and
disbursements, incurred, and to indemnify and hold BCC harmless from and against
all losses suffered by BCC in connection with: (i) any breach by the Lessee or
the Member of any covenant, agreement, representation or warranty under any
Transaction Document and (ii) any claim, debt, demand, loss, damage, action,
cause of action, liability, cost and expense or suit of any kind or nature
whatsoever, brought against or incurred by BCC, in any manner arising out of or,
directly or indirectly, related to or connected with the operation of the
Lessee's business, which claim, debt, demand, loss, damage, action , cause of
action, liability, cost or expense was not caused by the acts or omissions of
BCC or a BCC Affiliate. The Lessee shall indemnify BCC as provided herein upon
demand and in immediately available funds.

                  (b) BCC agrees to reimburse the Lessee for all costs and
expenses, including reasonable counsel fees and disbursements, incurred, and to
indemnify and hold the Lessee harmless from and against (i) all losses suffered
by the Lessee or the Member, as the case may be, in connection with any breach
by BCC or any BCC Affiliate of any covenant, agreement, representation or
warranty under any Transaction Document and (ii) any claim, debt, demand, loss,
damage, action, cause of action, liability, cost and expense or suit of any kind
or nature whatsoever, brought against or incurred by the Lessee, in any manner
arising out of or, directly or indirectly, related to or connected with the
operation of BCC's or a BCC Affiliates' business, which claim, debt, demand,
loss, damage, action, cause of action, liability, cost or expense was not
caused by the acts or omissions of the Lessee or the Member. BCC shall indemnify
the Lessee and/or the Member (as the case may be) as provided herein upon demand
and in immediately available funds.

                  SECTION 8.06 Injunctive Relief. The Lessee and the Member
recognize that, in the event the Lessee or the Member fails to perform, observe
or discharge any of its or their obligations or liabilities under this Agreement
or any of the other Transaction Documents, any remedy of Law may prove to be

                                       25
<PAGE>   26
inadequate relief to BCC; therefore, the Lessee and the Member agrees that BCC
shall be entitled to temporary and permanent equitable relief in any such case
without the necessity of proving actual damages.

                  SECTION 8.07 Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the Lessee, the Member and BCC and their
respective personal representatives, heirs, successors and assigns, except that
the Lessee shall have no right to assign its rights hereunder or any interest
herein. In the event of an assignment of BCC's obligations and rights hereunder,
BCC shall nonetheless remain primarily liable to the Lessee and the Member for
BCC's obligations hereunder.

                  SECTION 8.08  WAIVERS.

                  (a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR
CONTROVERSY BETWEEN THE LESSEE, THE MEMBER AND BCC WOULD BE BASED ON DIFFICULT
AND COMPLEX ISSUES OF LAW AND FACT. ACCORDINGLY THE LESSEE, THE MEMBER AND BCC,
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN
ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST THE
LESSEE AND/OR THE MEMBER ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT, AND WHETHER NOW EXISTING OR HEREAFTER ARISING, AND THE LESSEE AND THE
MEMBER HEREBY AGREE AND CONSENT THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
DECIDED BY A COURT TRIAL, IF BCC SO CHOOSES, WITHOUT JURY AND BCC MAY FILE AN
ORIGINAL COUNTERPART OR COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE
OF THE CONSENT OF THE LESSEE AND THE MEMBER TO THE WAIVER OF THE RIGHT TO TRIAL
BY JURY.

                  (b) FURTHER, THE LESSEE AND THE MEMBER WAIVE THE BENEFIT OF
ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS.

                  (c) THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF
COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF.

                  SECTION 8.09 Amendment of Original Shortfall Agreement;
Conflict with Lease Documents

                  The parties agree that this Agreement amends and restates the
Original Shortfall Agreement in its entirety (including Appendix 1 attached
hereto, which has also been

                                       26
<PAGE>   27
amended and restated). However, nothing contained herein shall be deemed to
amend or modify in any way the terms of the Original Shortfall Agreement
applicable to the period of time prior to the date hereof. BCC represents to the
Lessee and the Member that BCC has no actual knowledge (without making inquiry
of any third party or otherwise) of any default or event of default occurring
under the Original Shortfall Agreement. This Agreement is subject to the
covenants and agreements contained in the Lease and other Lease Documents. In
the event of any conflict between the provisions of this Agreement and the Lease
Documents, the provisions of the Lease Documents (except the Original Shortfall
Agreement) shall control.

                  SECTION 8.10 Third Party Beneficiary

                  BCC, the Member and the Lessee each acknowledge and agree that
this Agreement and the rights hereunder are intend to benefit, in addition to
the parties hereto, the Lessor, who shall be deemed to be a third party
beneficiary hereof. Without limiting the generality of the foregoing, (i) the
representations, warranties, affirmative covenants and negative covenants of the
Lessee and the Member contained herein shall inure to the benefit of Lessor
(together with BCC) and (ii) the Lessor may enforce any or all of the provisions
herein contained. BCC hereby acknowledges and agrees that any security interest
BCC acquires in personal, intangible and other property of the Lessee pursuant
to this Agreement shall be and is subordinate to the security interest of Lessor
created under the Lease and the Senior Lender under the Senior Credit Documents.

                  SECTION 8.11  No Amendment

                  BCC, the Lessee and the Member hereby agree that no
Transaction Document shall be amended, modified or altered in any manner without
the prior written consent of the Lessor.


                  {Remainder of page intentionally left blank.}



                                       27
<PAGE>   28
                  IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this First Amended and Restated Shortfall
Funding Agreement to be executed by their respective officers or authorized
agents as of the date first above written.


                                   [         ]
                                   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


                                   ELDER CARE OPERATORS, LLC,
                                   a Delaware limited liability
                                   company

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


ATTEST:                            BALANCED CARE CORPORATION,
                                   a Delaware corporation

/s/ Robert J. Sutton               By: /s/ Robin L. Barber
                                       Robin L. Barber,
                                       its Senior Vice President and
                                       Legal Counsel



<PAGE>   29
                            Joinder of the Guarantor

               By his signature below, the Guarantor agrees with and consents to
the provisions of this Agreement including Section 1.01(d) above.

                                /s/ Kevin Sherry
                                  Kevin Sherry