Exhibit 10.54

March 1, 2002

PRIVATE AND CONFIDENTIAL

Dick Richardson
1215 Manor Drive
Mechanicsburg, PA 17055

Dear Mr. Richardson:

Re:   Balanced Care Corporation(the "Company")

Further to our recent discussions, the Company is pleased to offer employment to
you with the effective commencement date of February 1, 2002, on the following
terms. The salary paid between November 20, 2001 and February 1, 2002 was
acceptable and is not covered by this agreement.

Position

         1.       Your position of employment with the Company will be Interim
                  CEO and Principal Financial Officer. You agree to devote
                  substantially all your time and attention to such position and
                  always act in the best interest of the Company.

Duties and Responsibilities

         2.       In addition to any other duties, responsibilities and
                  functions that may be assigned to you by the Company,
                  your duties, responsibilities and functions as Interim
                  CEO and Principal Financial Officer will include those
                  typically associated with such a position.  You will
                  perform your duties at our Mechanicsburg office,
                  presently located at 1215 Manor Drive, or such other
                  office in the Mechanicsburg area as the Company may
                  designate.

         3.       Your gross salary before deductions will be $180,000
                  (US) per year payable bimonthly.

                  As additional compensation, you will be paid a bonus of
                  $225,000, if you remain employed one year (November 20, 2001
                  to November 19, 2002). Also, if we agree that you will
                  continue to be employed for an additional year (November 20,
                  2002 to November 19, 2003) you will be paid on additional
                  bonus of $225,000.

                  You will be entitled to participate in the Company's benefit
                  plan, the particulars of which have been made known to you,
                  and a copy of which is attached for your reference.

Termination

         4.       This agreement and your employment with the Company may
                  be terminated at any time without cause by the company
                  on 12 months prior written notice or upon payment of 12
                  months regular salary, in lieu of such notice, if such
                  termination occurs prior to the first anniversary of
                  the date of this letter.  Thereafter, this agreement
                  and your employment with the Company may be terminated
                  at anytime without cause by the company on 6 months
                  prior written notice or upon payment of 6 months
                  regular salary, in lieu of such notice.  Aside this,
                  the Company may end your employment at anytime for
                  cause without notice or payment instead of notice.  In
                  addition, your employment will terminate automatically
                  without notice or payment in lieu of notice if you
                  become disabled and unable to work for a period of 4
                  consecutive months, if you die, or if you resign or
                  otherwise leave your employment with the Company.

Confidentiality

         5.       You will keep all information concerning the business and
                  affairs of the Company and all of its affiliates and
                  subsidiaries strictly confidential and not disclose any such
                  information to any other person, firm, or corporation during
                  and after your employment with the

                  Company.

Survival

         6.       Your obligations set forth in paragraph 5 above survive after
                  your employment with the Company, and any change in your
                  duties, salary, compensation or terms of employment will not
                  affect the validity of this agreement.

         7.       Any notice that is required to be given by one of us to the
                  other under this letter shall be given in writing by personal
                  delivery and shall be deemed received when delivered.

We would ask that you signify your consent to the above terms and conditions of
your employment by signing this letter below and returning a copy to us.

We encourage personal growth and look forward to having you join our team.

Yours very truly,

BCC Compensation Committee

By:/s/Barry Reichmann
      Name: Barry Reichmann
      Title: Director


Agreed and accepted as of the 1st day of March 2002.



/s/Richard D. Richardson
Richard D. Richardson