(FORTUNE Small Business) – We almost called this story "The Ten Best Places Not to Retire." Why? Retirement just isn't the word for what most entrepreneurs in this country are doing after their biggest moneymaking years are over. Healthier and richer than they used to be, this group is far more likely than wage slaves to retire younger than age 65, usually because they've sold a business. And being independent self-starters, they're less inclined to disconnect from business opportunities than most people. Instead, they often end up getting involved in a new startup, backing a new venture, or influencing corporate culture. "Many also try to do something significant for their community," explains Ray Smilor, president of the Foundation for Enterprise Development, a group in La Jolla, Calif., that counsels entrepreneurs.

Business owners' unique profile prompted us to make our retirement-city candidates jump a few extra hurdles. Of course we wanted what everyone desires: natural beauty, a broad array of cultural and recreational activities, and good medical facilities nearby. But we also demanded age diversity in our towns on the theory that a village of gray hairs would not offer a large number of stimulating new business ventures or philanthropic roles for our retirees. Additionally, we looked for a lively level of commerce in, or near, our retirement spots. And though it's tricky to quantify, we tried to find places containing retirees who had been particularly successful, either as managers or entrepreneurs.

Unfortunately, we can't tell you that 2001 is a bargain hunter's paradise. Despite the economy's woes, housing prices in most regions are going gangbusters. In the second-home market (a good proxy for the towns on our list), "prices are rising faster than in the primary-home market, which will increase an estimated 4.7% this year," says Walt Mohony, a spokesperson for the National Association of Realtors. In 1999 second-home sales hit a record 377,000, only to be surpassed by sales of 415,000 last year, estimates the NAR. That's because of demand from aging baby-boomers. Many have been encouraged to buy second homes because the capital gains tax penalty on residences was eliminated in 1997.

If you're a baby-boomer, you may want to start house hunting. In another five to ten years the mad rush for retirement homes will begin as baby-boomers enter their 60s. Wouldn't it be more fun to shop now, before you feel the sharp elbows of your demographic peers? You can start your perusal right here.

NORTHEAST

CAMDEN MAINE

AVERAGE HOUSE PRICE: $165,000 TEMPERATURE RANGE: 14[degrees]-75[degrees] POPULATION: 5,060 WEBSITE: camdenme.org

Camden has not one but two of those hokey mottoes created for tourists' literature: "The jewel of the Maine coast" and "Where the mountains meet the sea." We decided it's a sign of how much there is to say about that classic New England town. In fact, Camden manages to combine a spectacular harbor, mountains, lakes, farms, parks, and charming old architecture in an 18.5-square-mile area. It is one of only two places on the Maine coast where the mountains really do meet the sea (the other is in Acadia National Park). You can walk from town to 900-foot Mount Battie in Camden Hills State Park for panoramic vistas.

Apart from a large menu of outdoor mountain and water activities, Camden offers a vibrant cultural scene. Next door to the town library is an amphitheater that hosts entertainers and art shows. The Camden Opera House features musical and film events all year. The Farnsworth Art Museum and Wyeth Center is an anchor for a wide array of artists and artisans who live nearby.

Though tourists choke the streets and galleries in the summer, Camden doesn't just simulate a real town with a permanent community--it is one. It has a working harbor, where boats are built and serviced. MBNA, a credit card purveyor, employs more than 5,000 people in Camden and surrounding towns, creating a diverse, year-round population. Despite its small size, Camden seems well able to support retired entrepreneurs. Richard Anderson, now in his early 60s, shut down a Chicago-based textbook development business in 1996, moved to Camden, and started K2BH.com, a subscriber-based community Internet station. If you crave a livelier business scene, Camden is only two hours from Portland. Greg Dugal, executive director of the Camden-Rockport-Lincolnville Chamber of Commerce, says that Camden transplants are just as common as natives on town committees.

EAST

CHARLOTTESVILLE VIRGINIA

AVERAGE HOUSE PRICE: $137,000 TEMPERATURE RANGE: 27[degrees]-87[degrees] POPULATION: 41,000 WEBSITE: cvillechamber.org

Yes, this is a college town. But it's a college town the way that Tiffany's is a jewelry store. The University of Virginia and the Jeffersonian sensibility that pervades so much of Albemarle County mark Charlottesville with an indelible graciousness. The city's architecture is aesthetically pleasing, but more important, your mind can have a full life here. Jefferson's notion that education is everyone's privilege persists. The university's continuing-education department enrolls 30,000 citizens a year, many of them so-called Citizen Scholars, who earn credit, but no degree, in regular courses.

The city's intellectual vigor has fueled a surge in technology, medical, and pharmaceuticals startups during the past three years. About $150 million of $200 million in research funding at the university goes toward medical research. And because the university recently lifted some barriers preventing professors from becoming entrepreneurs, the intellectual capital amassed around such research is far more likely to stay local. That, in turn, has attracted four good-sized venture capital firms to Charlottesville.

Two other attributes make the city a standout for active retirees: a broad array of recreational activities--such as golf courses and horse farms--and excellent university medical facilities.

SOUTHWEST

TUBAC ARIZONA

AVERAGE HOUSE PRICE: $238,000 TEMPERATURE RANGE: 31[degrees]-98[degrees] POPULATION: 1,200 WEBSITE: tubacaz.com

Ask most folks in Tucson about Tubac, a high-desert town just 40 miles to the south, and they'll say, "Never heard of it." This tiny town is the perfect spot for a former muckety-muck who craves solitude--but who will be able to find stimulating company when he needs to. An artists' haven, with more than 80 galleries, shops, and studios, Tubac looks like Santa Fe did 30 years ago. The town's proximity to Nogales, 20 miles south and across the Mexican border, has made it a bedroom community for middle- and upper-level executives whose companies have established plants there. Thanks to the stimulating mix of people, business ideas and angel opportunities for retirees permeate.

The second-oldest European settlement west of the Mississippi, the village is steeped in Indian and Spanish-missionary history. Centuries-old mud adobe houses dot the village's central streets. The state's first park, school house, and newspaper all originated in Tubac. Bordered by the Coronado National Forest on one side and by state land on another, the Santa Cruz Valley, in which Tubac sits, is a pristine four-mile strip with access to hiking and birding. Because of its altitude of 4,000 feet and the cooling effect of the Santa Cruz River, Tubac is cooler than Phoenix. At night its sky is jammed with stars.

WEST

SANTA ROSA CALIFORNIA

AVERAGE HOUSE PRICE: $320,000 TEMPERATURE RANGE: 37[degrees]-84[degrees] POPULATION: 141,989 WEBSITE: ci.santa-rosa.ca.us

This city has mastered the delicate balance between peaceful beauty and economic vitality required by not-so-retiring former business owners. Some 50 miles north of San Francisco's Golden Gate Bridge, Santa Rosa is in Sonoma County, the fertile habitat for some 250 wineries. Yet the county is also home to 800 manufacturers, including high-tech outfits like Agilent Technologies, a semiconductor and measurement technology company, and Medtronic AVE, a maker of medical devices.

Though this high-energy business world is within ready reach, Santa Rosa has a small-town feel. The Sonoma County Fair, one of the town's biggest events, is still delightfully filled with 4-H livestock, pie, cake, and quilt competitions. Once a week, Fourth Street is closed to make way for local farmers' produce stands.

Cooled by its proximity to the ocean (just 30 miles away), Santa Rosa's mild climate allows for year-round outdoor activity at dozens of golf courses and city parks--which encompass 445 acres and include swimming pools, weight rooms, tennis courts, trail-bike paths, and equestrian facilities.

Though Santa Rosa is one of the most expensive of our ten unretirement spots, the median house price of $320,000 is a bargain for many Californians who migrate up from the Bay Area. And despite its rural roots, the town offers a broad menu of medical services. In addition to five general hospitals and seven convalescent hospitals, there are several senior-housing and senior-care facilities in the city, the newest of which was opened by Marriott earlier this year.

The town also has a lively cultural scene. At its heart is the Luther Burbank Center for the Performing Arts. It is named for the horticulturist, who spent much of his career in Santa Rosa, and regularly draws a steady stream of top-tier entertainers and performers.

NORTHWEST

SEQUIM WASHINGTON

AVERAGE HOUSE PRICE: $128,873 TEMPERATURE RANGE: 30[degrees]-70[degrees] POPULATION: 23,000 WEBSITE: cityofsequim.com

The secret of Sequim (pronounced skwim) is in the sky. Perched at the north end of the Olympic Peninsula, Sequim is in a charmed spot--a "rainshadow" of the Olympic Mountains. That means Pacific storms dump most of their moisture on the western side of the mountains, leaving this laid-back town with a scant 16 inches of annual rainfall, some of the cleanest air on the planet, and lots of sunny days.

All that sun supports more than 40,000 acres of cultivated farmland, giving the Sequim-Dungeness Valley an uncrowded, unhurried quality. But retirees like Don Gillogly, 59, who owns and runs an Internet-based business for growing avocados, enjoy having Seattle, Tacoma, and Olympia within two hours' driving time.

Sequim is the place for nature lovers, who can enjoy the nearly one million acres in Olympic National Park, the gorgeous San Juan Islands, or the dense fishing waters of the Strait of Juan de Fuca.

Sequim is financially inviting to retirees too. Washington has no state income tax, and prescription drugs, medical services, and groceries are all exempt from the 7.9% sales tax. That's why 40% of its population is over 60.