BALANCED CARE CORP
PROMISSORY NOTE MADE BY BCC IN FAVOR OF VXM
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>25
<FILENAME>w44671ex10-24.txt
<DESCRIPTION>PROMISSORY NOTE MADE BY BCC IN FAVOR OF VXM
<TEXT>

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EXHIBIT 10.24


                                 PROMISSORY NOTE


$500,000.00                                                     December 7, 2000


1.       Promise to Pay.

                  FOR VALUE RECEIVED, BALANCED CARE CORPORATION, a Delaware
corporation ("Maker"), which has its address at 1215 Manor Drive, Mechanicsburg,
Pennsylvania 17055, Attention: Clint Fegan, Chief Financial Officer, promises to
pay to the order of VXM INVESTMENTS LIMITED, a Cayman Islands corporation, and
its successors and assigns ("Holder") the sum of Five Hundred Thousand Dollars
($500,000.00) ("this Note"), together with interest thereon as hereinafter set
forth, all payable in lawful money of the United States of America
(collectively, the "Loan"). Payments shall be made to Holder at Herengracht 483,
1017 BT, Amsterdam, Netherlands.

2.       Interest.

                  So long as no Event of Default (as hereinafter defined)
exists, interest shall accrue on the principal balance hereof from time to time
outstanding and Maker shall pay interest thereon at a rate equal to twelve
percent (12%) per annum (the "Interest Rate"). Interest shall be calculated
based on a 360 day year and charged for the actual number of days elapsed.

3.       Payment.

(a)      Provided that Holder has not advised Maker in writing that it wishes
         Maker to pay interest in cash on an Interest Payment Date (as defined
         below), accrued interest due under this Note shall be compounded on
         each Interest Payment Date and such compounded interest shall
         thereafter be added to and become part of, the principal amount due
         under this Note. For the purposes of this Note the "Interest Payment
         Date" shall mean the last day of each month commencing December 31,
         2000 and ending on the date all amounts payable under this Note are
         paid in full; and

(b)      This Note shall be due and payable on or before January 31, 2001, or
         any earlier date on which this Note

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         shall be required to be paid in full, whether by acceleration or
         otherwise (the "Maturity Date").

4.       Prepayment.

         Maker may prepay this Note in full or in part at any time Maker gives
Holder at least five (5) days prior written notice thereof.

5.       Default.

         5.1.     Events of Default.

Any of the following constitute an "event of default" under this Note (each an
"Event of Default"): (a) the failure to pay any amounts owed pursuant to this
Note when due (other than the failure to pay interest when due, which will
become an Event of Default if not paid within ten (10) calendar days after such
payment is due); (b) the occurrence of an "Event of Default" as that term is
defined by that certain loan agreement dated as of December 30, 1999 by and
among Heller Healthcare Finance, Inc. ("Heller") and Maker, together with the
other parties identified therein, whether or not any such event of default has
been waived by Heller, and, for greater certainty, such definition of "Events of
Default" contained in such agreement is hereby incorporated by reference in and
made a part of this Note, regardless of whether such agreement is modified,
amended or terminated.

         5.2.     Remedies.

                  So long as an Event of Default remains outstanding: (a)
interest shall accrue at a rate equal to the Interest Rate plus four percent
(4%) per annum (the "Default Rate"), compounded monthly on the last day of each
month until all amounts payable under this Note are paid in full; (b) Holder
may, at its option and without notice (such notice being expressly waived),
declare this Note immediately due and payable; and (c) Holder may pursue all
rights and remedies available under any security held by Holder, including,
without limitation, the stock pledge agreement dated April 18, 2000 as amended
by agreements dated November 6, 2000 and December 7, 2000 (the "Stock Pledge").
Holder's rights, remedies and powers, as provided in this Note and in the Stock
Pledge are cumulative and concurrent, and may be pursued singly, successively or
together against Maker, any guarantor of the Loan, the security described in the
Stock Pledge and any other security given at any time to secure the payment
hereof, all at the sole


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discretion of Holder. Additionally, Holder may resort to every other right or
remedy available at law or in equity without first exhausting the rights and
remedies contained herein, all in Holder's sole discretion. Failure of Holder,
for any period of time or on more than one occasion, to exercise its option to
accelerate the Maturity Date shall not constitute a waiver of the right to
exercise the same at any time during the continued existence of any Event of
Default or any subsequent Event of Default.

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

6.       Governing Law; Severability.

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

7.       Waiver.

                  Maker, for itself and all endorsers, guarantors and sureties
of this Note, and their respective heirs, legal representatives, successors and
assigns, hereby waives presentment for payment, demand, notice of nonpayment,
notice of dishonor, protest of any dishonor, notice of protest and protest of
this Note, and all other notices in connection with the delivery, acceptance,
performance, default or enforcement of the payment of this Note, and agrees that
their respective liability shall be unconditional and shall not be in any manner
affected by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Holder. Maker, for itself and all endorsers,
guarantors and sureties of this Note and their respective heirs, legal
representatives, successors and assigns, hereby consents to every extension of
time, renewal, waiver or modification that may be granted by Holder with respect
to the


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payment or other provisions of this Note, and to the release of any makers,
endorsers, guarantors or sureties, and their heirs, legal representatives,
successors and assigns, and of any collateral given to secure the payment
hereof, or any part hereof, with or without substitution, and agrees that
additional makers, endorsers, guarantors or sureties and their heirs, legal
representatives, successors and assigns, may become parties hereto without
notice to Maker or to any endorser, guarantor or surety and without affecting
the liability of any of them.

8.       Security, Application of Payments.

                  This Note is secured by the liens, encumbrances and
obligations created hereby and by the security interest created in the Stock
Pledge. As further security for its obligations under this Note, Maker agrees to
pledge all of the issued and outstanding shares in the capital of each of the
owners of properties owned directly or indirectly by Maker to the extent same
have not already been pledged pursuant to the Stock Pledge in a form
satisfactory to Holder. Payments will be applied, at Holder's option, first to
interest due on this Note, and second to the outstanding principal balance of
this Note provided, that all interest on and the entire principal amount of this
Note may be prepaid at any time subject to Section 4 of this Note.

9.       Miscellaneous.

         9.1.     Amendments.

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

         9.2.     Lawful Rate of Interest.

                  In no event whatsoever shall the amount of interest paid or
agreed to be paid to Holder pursuant to this Note or any of the Loan Documents
exceed the highest lawful rate of interest permissible under applicable law. If,
from any circumstances whatsoever, fulfillment of any provision of this Note and
the other Loan Documents shall involve exceeding the lawful rate of interest
which a court of competent jurisdiction may deem applicable hereto ("Excess
Interest"), then ipso facto, the obligation to be fulfilled shall be reduced to
the highest lawful rate of interest permissible under such law and if, for any
reason whatsoever, Holder shall receive, as interest, an amount which would be
deemed unlawful under such applicable law, such interest shall be applied to the
Loan (whether or not due and payable), and not to the payment of interest, or
refunded to Maker if such Loan


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has been paid in full. Neither Maker nor any guarantor, endorser or surety nor
their heirs, legal representatives, successors or assigns shall have any action
against Holder for any damages whatsoever arising out of the payment or
collection of any such Excess Interest.

         9.3.     Captions.

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

         9.4.     Notices.

                  Any notice, request, demand, statement or consent made
hereunder shall be in writing and shall be deemed duly given if personally
delivered, sent by certified mail, return receipt requested, sent by a
nationally recognized commercial overnight delivery service with provision for a
receipt, postage or delivery charges prepaid or by facsimile transmission and
shall be deemed given when postmarked or placed in the possession of such mail
or delivery service the day following or, if sent by facsimile transmission,
upon receipt, and addressed as follows:

                  If to Holder      VXM Investments Limited
                                    c/o Unsworth & Associates
                                    Herengracht 483
                                    1017 BT
                                    Amsterdam, Netherlands
                                    Facsimile No.  011-31-20-623-2285


                  with a copy to:   Goodman Phillips & Vineberg LLP
                                    250 Yonge Street, Suite 2400
                                    Toronto, Ontario
                                    M5B 2M6
                                    Facsimile No.  (416) 979-1234
                                    Attn: Stephen N. Pincus

                  with a copy to:   Manfred J. Walt
                                    c/o Central Park Lodges Ltd.
                                    175 Bloor Street East
                                    South Tower
                                    Toronto, Ontario
                                    M4W 3R8
                                    Facsimile No.  (416) 323-3818


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                  If to Maker:      Balanced Care Corporation
                                    1215 Manor Drive
                                    Mechanicsburg, Pennsylvania 17055
                                    Attn: Clint Fegan, Chief Financial Officer
                                    Facsimile No. (717) 796-6150

                  with a copy to:   Balance Care Corporation
                                    1215 Manor Drive
                                    Mechanicsburg, Pennsylvania 17055
                                    Attn:  Robin L. Barber, Esq.
                                    Facsimile No. (717) 796-6294

                  with a copy to:   Kirkpatrick & Lockhart LLP
                                    1500 Oliver Building
                                    Pittsburgh, Pennsylvania 15222
                                    Attn:  Steven J. Adelkoff, Esq.
                                    Facsimile No.  (412) 355-6501

or addressed as such party may from time to time designate by written notice to
the other parties.

                 Either party by notice to the other may designate additional or
different addresses for subsequent notices or communications.

         9.5.     Time of Essence.

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

         9.6.     Execution by Facsimile.

                  This Note may be executed by facsimile or otherwise and such
facsimile or other copy shall be deemed to be an original.

10.      Sale of Loan.

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

11.      Consent to Jurisdiction.

                  MAKER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR
FEDERAL COURT LOCATED WITHIN THE STATE OF PENNSYLVANIA AND


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

12.      Jury Trial Waiver.

                  MAKER, AND HOLDER BY ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS NOTE AND THE BUSINESS
RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY
AND VOLUNTARILY MADE BY MAKER AND BY HOLDER, AND MAKER ACKNOWLEDGES THAT NEITHER
HOLDER NOR ANY PERSON ACTING ON BEHALF OF HOLDER HAS MADE ANY REPRESENTATIONS OF
FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN
ANY WAY MODIFY OR NULLIFY ITS EFFECT. MAKER AND HOLDER ACKNOWLEDGE THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
MAKER AND HOLDER HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE
AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED
FUTURE DEALINGS. MAKER AND HOLDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN
REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF
THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

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


                                        MAKER:

                                        BALANCED CARE CORPORATION.,
                                        a Delaware corporation

                                        By/s/Robin L. Barber
                                        Printed Name Robin L. Barber
                                        Its Senior Vice President,
                                        Legal Counsel & Assistant Secretary

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