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Exhibit 10.35

               ASSIGNMENT OF LESSOR'S INTEREST IN LEASES AND RENTS


ASSIGNOR:         BALANCED CARE REALTY (OFC), INC.
                  1215 Manor Drive
                  Mechanicsburg, PA  17055

ASSIGNEE:         OCWEN FINANCIAL CORPORATION
                  c/o Ocwen Federal Bank FSB
                  1675 Palm Beach Lakes Blvd.
                  West Palm Beach, FL  33401
                  Attn:  Secretary


         FOR VALUE RECEIVED, the undersigned, Balanced Care Realty (OFC), Inc.,
a Delaware corporation, with an address as set forth above, herein referred to
as "Assignor," does hereby assign to Ocwen Financial Corporation, a Florida
corporation ("Assignee"), with an address as set forth above, its entire
position as lessor or sublessor with respect to all leases or rental
arrangements, specifically including any guarantees of lease payments and other
lease obligations provided to Assignor in connection with any leases executed or
delivered, and also specifically including but not limited to all resident,
occupancy, or residency agreements between Assignor and any client or tenant
occupying the Premises, both oral and written, now existing or hereafter made or
existing, including, without limitation, any lease agreement, hereinafter
whether one or more collectively referred to as "leases" and all extensions or
renewals thereof and any guarantees of lessee obligations thereunder with
respect to the following premises (the "Premises"):

             SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN
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together with but not limited to all (a) rents (or payments in lieu of rents),
payments, royalties, income, receipts, revenues, issues and profits now, during,
or hereafter payable under said lease or any extensions or renewals thereof and
all benefits and advantages to be derived by Assignor from said leases or
guarantees of such leases (collectively, "rents"); (b) rights and claims for
damage against tenants arising out of defaults under the leases including rights
to compensation with respect to rejected leases pursuant to Section 365(a) of
the Federal Bankruptcy Code (or any replacement section thereto) and all
benefits and advantages to be derived therefrom; (c) all monies due or to become
due to Assignor under the leases for services, materials or installations
supplied, whether or not the same were supplied under the terms of the leases;
(d) all liquidated damages following default under the leases; (e) all proceeds
payable under any policy of insurance covering loss of rents resulting from
untenantability caused by damage to any part of the Premises; and (f) all rents
(or payments in lieu of rents), royalties, income, receipts, revenues, and the
like from any guarantee of any lease given in favor of Assignor.

         Subject to and only in compliance with all applicable laws, Assignor
does hereby empower Assignee, its agents or attorneys to collect, sue for,
settle, compromise, and forgive all of the rents and/or other payments that may
become due under said leases and avail itself of and pursue all remedies for the
enforcement of said leases and Assignor's rights in and under said leases.

         Assignor will deliver to Assignee, within thirty (30) business days of
Assignee's request therefore, copies of all executed leases, including any
guarantees of such leases. Assignor warrants that (a) the leases as delivered to
Assignee shall be true, correct and complete duplicates and unamended except for
amendments furnished to Assignee, (b) Assignor has not heretofore assigned or
pledged the leases or any interest therein, (c) except as set forth on Schedule
1, attached hereto and incorporated herein, no default exits on the part of the
non-residential lessees, or Assignor, as lessor or sublessor, in the performance
on the part of either, of the terms, covenants, provisions, or agreements in
said leases contained, (d) except as set forth on Schedule 2, attached hereto
and incorporated herein, no rent has been paid by any of the lessees for more
than one (1) month in advance, and (e) except as set forth on Schedule 3,
attached hereto and incorporated herein, without the written consent of
Assignee, no payment of rents to accrue under said non-residential leases will
be waived, released, setoff, reduced, discounted, or otherwise discharged or
compromised by Assignor,


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whether directly or indirectly, and whether by Assignor assuming any of lessee's
obligations with respect to other premises, or otherwise.

         Assignor represents, warrants or covenants, as the case may be:

                  (a) to maintain six (6) months' rent loss insurance;

                  (b) except as set forth on Schedule 2, not to collect any of
                  the rents, income and profits arising or accruing under said
                  leases more than one (1) month in advance of the time when the
                  same become due under the terms thereof;

                  (c) except as set forth on Schedule 3, without Assignee's
                  written consent, not to discount or waive any future accruing
                  rents under non-residential leases;

                  (d) not to execute any other assignments or pledges, or
                  transfer of said leases, lease guarantees, or any interest
                  therein or any of the rents thereunder;

                  (e) to perform in all material respects all of Assignor's
                  covenants and agreements as lessor or sublessor under said
                  leases and not to suffer or permit to occur any release of
                  liability of the non-residential lessees, or any rights to the
                  non-residential lessees to withhold payment of rent; to give
                  prompt notices to Assignee of any notice of default on the
                  part of Assignor with respect to non-residential leases
                  received from the lessees thereunder; and to furnish Assignee
                  with complete copies of said notices;

                  (f) in case of default under said non-residential leases by
                  the lessees, to give prompt written notice to Assignee and, if
                  so requested by Assignee, to enforce said non-residential
                  leases and lease guarantees and all remedies available to
                  Assignor against the lessees and lease guarantors; it shall be
                  sufficient notice of monetary defaults by lessees pursuant to
                  this subsection (f) if Assignor provides Assignee with a
                  statement of receivables for rents that remain past due for
                  the prior month by the tenth (10th) day of the current month;


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                  (g) that none of the rights or remedies of Assignee under the
                  Mortgage (as hereinafter defined) shall be delayed or in any
                  way prejudiced by this Assignment;

                  (h) that notwithstanding any variation of the terms of the
                  Mortgage or any extension of time for payment thereunder or
                  any release of part or parts of the lands conveyed thereunder,
                  the leases and benefits hereby assigned shall continue as
                  additional security in accordance with the terms hereof;

                  (i) not to request, consent to, agree to or accept a
                  subordination of said leases to any mortgage or other
                  encumbrance now or hereafter affecting the Premises other than
                  the Mortgage; and

                  (j) it has good title to the leases and lease guarantees
                  hereby assigned and will have good title to leases and lease
                  guarantees entered into subsequent to the date hereof, and has
                  the right, power and capacity to make this Assignment, and has
                  materially complied with all applicable law that may be
                  implicated by the terms of this Assignment and Assignor's
                  entering into this Assignment, and that no person or entity
                  other than Assignor has or will have any right, title or
                  interest in or to the leases and rents or monies derived
                  therefrom.

         That further, except with the prior written consent of Assignee, which
consent may be subject to and conditioned upon such terms as Assignee deems
reasonably necessary to protect its interest, Assignor agrees that Assignor will
not:

                  (a) terminate, modify or amend said non-residential leases or
                  any of the terms thereof, or grant any concessions in
                  connection with therewith, either orally or in writing, or
                  accept a surrender thereof and that any attempted termination,
                  modification or amendment of said non-residential leases
                  without such written consent shall be null and void; provided,
                  however, that Assignor may modify or amend said leases or any
                  of the terms thereof if the result of such modification or
                  amendment is to enhance the position of the lessor or
                  sublessor under such leases, and provided further that
                  Assignor shall be permitted to modify or amend any resident or
                  occupancy agreement with any client or tenant inhabiting the
                  Premises in the ordinary course of the business


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                  operated on the Premises (the operation of an assisted living
                  facility);

                  (b) alter, modify or change the terms of any guarantees, or
                  consent to the assignment of any guarantees, of any of said
                  leases or cancel or terminate such guarantees;

                  (c) consent to any assignments of said non-residential leases
                  or to any subletting of the leased space thereunder, whether
                  or not in accordance with their terms;

                  (d) exercise any right of election, whether specifically set
                  forth in any such lease or otherwise, which would in any way
                  diminish the tenant's liability or have the effect of
                  shortening the stated term of the lease; provided however that
                  Assignor shall be permitted to exercise any such right of
                  election having the aforementioned effects, but only if such
                  exercise occurs in the ordinary course of the business
                  operated on the Premises (the operation of an assisted living
                  facility) with respect to a particular resident or occupancy
                  agreement of a tenant inhabiting the Premises; or,

                  (e) except in compliance with the terms of the Loan Agreements
                  (as defined in the Mortgage, hereinafter defined), sell,
                  transfer, assign, or remove any personal property now or
                  hereafter located on the Premises, unless such action results
                  in substitution or replacement with similar property owned by
                  Assignor and not otherwise encumbered, of equal value;
                  provided, however, that Assignor shall be permitted to remove
                  personal property of a tenant or client inhabiting the
                  Premises under a resident or occupancy agreement in the
                  ordinary course of the business operated on the Premises.

         This Assignment is given as additional security for the (i) obligations
of Assignor to Assignee under that certain Term Loan Agreement among Assignor,
Assignee, Balanced Care Corporation, a Delaware corporation, Balanced Care at
Medina, Inc., Balanced Care at Centerville, Inc., Balanced Care at Shippensburg,
Inc., and Senior Care Operators of Shippensburg, LLC, dated of even date
herewith ("Term Loan Agreement"), and (ii) other sums secured by that certain
Open-End Mortgage, Security Agreement and Assignment of Leases and Rents
delivered by Assignor to Assignee, dated of


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even date herewith, with respect to the Premises (the "Mortgage"), said secured
sums being hereinafter referred to as the "Indebtedness." The security of this
Assignment is and shall be primary and on a parity with said Mortgage and not
secondary.

         All amounts collected hereunder, after deducting reasonable expenses of
collection, shall be applied on account of the Indebtedness, including, but not
limited to, Assignee's expenses for the management, repair, leasing and
operation of the Premises, the payment of taxes, assessments and insurance
premiums, or for such other expenses as may be provided for in the Mortgage.
Nothing herein contained shall be construed as constituting Assignee as a
mortgagee in possession. In the event said Mortgage is satisfied, canceled and
released, then the releasing of said Mortgage shall constitute a satisfaction,
cancellation and release hereof.

         To the extent permitted by applicable law, upon issuance of a deed or
deeds pursuant to foreclosure of the Mortgage, all right, title and interest of
Assignor in and to said leases and rents shall, by virtue of this instrument,
thereupon vest in and become the absolute property of the grantee or grantees in
such deed or deeds without any further act or assignment of Assignor. Assignor
hereby irrevocably appoints Assignee and its successors and assigns, as its
agent and attorney in fact, coupled with an interest, to execute all instruments
of Assignment or further assurance in favor of such grantee or grantees in such
deed or deeds, as may be necessary or desirable for such purpose. Nothing
contained herein shall prevent Assignee from terminating any subordinate(d)
lease through such foreclosure.

         In the exercise of the powers herein granted Assignee, no liability
shall be asserted or enforced against Assignee, all such liability being hereby
expressly waived and released by Assignor, except for Assignee's gross
negligence or willful misconduct. Assignee shall be accountable only for such
cash as it actually receives under the terms hereof. Assignee shall not be
obligated to perform or discharge any obligation, duty or liability under said
leases, or under or by reason of this Assignment, and Assignor shall indemnify
Assignee for and hold it harmless of and from any and all liability, loss or
damage which it may or might incur under said leases or under or by reason of
this Assignment (unless expressly assumed by Assignee in writing) and of and
from any and all claims and demands whatsoever which may be asserted against it
by reason of any alleged obligations or undertakings on its part to perform or
discharge any of the terms, covenants or agreements contained in said leases,
except to the extent any such


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liability, loss, damage, claims, or demands arise out of the gross negligence or
willful misconduct of Assignee. Should Assignee incur any such liability, loss
or damage under said leases or under or by reason of this Assignment, or in the
defense of any such claims or demands, the amount thereof, including costs,
expenses and reasonable attorneys' fees, shall be secured hereby and by the
Mortgage, and Assignor shall reimburse Assignee therefor immediately upon demand
and any such amounts shall bear interest at the Default Rate, as defined in the
Term Loan Agreement. Such attorneys' fees and costs shall include, but not be
limited to, fees and costs incurred in any phase of litigation, including, but
not limited to, all trials, proceedings and appeals, and all appearances in and
connected with any bankruptcy proceedings or creditors' reorganization
proceedings.

         Although this instrument is a present assignment, Assignee shall not
exercise any of the rights or powers herein conferred upon it until (i) an Event
of Default shall have occurred under any of the Loan Agreements (as defined in
the Mortgage), specifically including but not limited to the Term Loan Agreement
and specifically including but not limited to a default in the payment of
Indebtedness (as defined in the Term Loan Agreement) owed to Ocwen or a default
in performance by Assignor under any documents, agreements, or notes provided by
Assignor to Assignee in connection with such Indebtedness), or (ii) a default
occurs under this Assignment, the Mortgage, or any other instrument securing the
Assignor's obligations under the Loan Agreements (as defined in the Mortgage).
Upon the occurrence of any of the foregoing, Assignee shall be entitled, upon
notice to the lessees (and after providing notice to the Borrower under the Term
Loan Agreement, if applicable), to all rents and other amounts then due under
the leases and thereafter accruing, and this Assignment shall constitute a
direction to and full authority to the lessees to pay all such amounts to
Assignee without proof of the default relied upon by Assignee. The lessees are
hereby irrevocably authorized to rely upon and comply with (and shall be fully
protected in so doing) any notice or demand by Assignee for the payment to
Assignee of any rental or other sums which may be or thereafter become due under
the leases and shall have no right or duty to inquire as to whether any default
under the Mortgage, the Term Loan Agreement, the other Loan Agreements (as
defined in the Mortgage), or this Assignment has actually occurred or is then
existing.

         In addition, Assignor hereby acknowledges and understands that upon (i)
an Event of Default having occurred under any of the Loan Agreements (as defined
in the Mortgage), specifically


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including but not limited to the Term Loan Agreement and specifically including
but not limited to a default in the payment of Indebtedness (as defined in the
Term Loan Agreement) owed to Ocwen or a default in performance by Assignor under
any other documents, agreements or notes provided by Assignor to Assignee in
connection with such Indebtedness), or (ii) a default occurs under this
Assignment, the Mortgage, or any other instrument securing the Assignor's
obligations under the Loan Agreements (as defined in the Mortgage), and (iii)
the lessee's default under any lease assigned pursuant to this Assignment; then,
Assignee shall be entitled to all rents and other amounts then due pursuant to
any existing lease guaranty from any existing lease guarantor, and this
Assignment shall constitute a direction to and grant full authority to the lease
guarantor to pay all such amounts to Assignee without question or dispute by the
lease guarantor and without proof of default of the lessee presented to the
lease guarantor.

         This Assignment is intended to be supplementary to and not in
substitution for or in derogation of any assignment of leases or rents contained
in the Mortgage, or in any other document by and between Assignor and Assignee.
In the event of a default, and after any applicable cure period shall have
expired under the provisions of this Assignment, the Mortgage, the Term Loan
Agreement, the other Loan Agreements (as defined in the Mortgage), or under any
other instrument, document or agreement evidencing or securing Indebtedness (as
defined in the Term Loan Agreement) of Borrower, to the extent permitted by all
applicable law, Assignee shall, with respect to the Premises and the leases,
have the right to exercise any of the remedies provided for in the Mortgage,
including the right to enter and take possession of the Premises and to manage,
operate, lease, make repairs as Assignee deems proper and to perform such other
acts in connection with the management, operation, leasing or construction of
the Premises as Assignee deems proper, including the appointment of a receiver
for the benefit of Assignee. In the event that the rents or other monies
received by Assignee hereunder are not sufficient to meet the costs and expenses
incurred by Assignee in exercising its rights and remedies under this Assignment
or the Mortgage, any deficiency shall become part of the Indebtedness and shall
bear interest at the Default Rate, as defined in the Term Loan Agreement, and,
unless otherwise agreed in writing, shall become immediately due and payable.

         Failure of Assignee to do any of the things or exercise any of the
rights, interests, powers and/or authorities hereunder


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shall not be construed to be a waiver of any of the rights, powers and/or
authorities hereby assigned and granted to Assignee.

         This Assignment shall include any extensions and renewals of the leases
or lease guarantees.

         This Assignment shall be binding upon and inure to the benefit of the
respective successors and assigns of the parties hereto. The words "Assignor",
"Assignee", "lessor", and "sublessor", and "lessees", wherever used herein,
shall include the persons named herein and designated as such and their
respective successors and assigns, and all words and phrases shall be taken to
include the singular or plural and masculine, feminine or neuter gender, as may
fit the case.

         This Assignment shall cover all leases and rental arrangements
including any lease guarantees of Assignor with respect to the Premises, and all
subsequent owners of the Premises. Provided, however, that notwithstanding
anything to the contrary set forth herein, none of the terms, provisions or
conditions set forth herein are intended or shall be construed to limit,
abrogate, mitigate or terminate the rights of any of the tenants or residents
inhabiting the Premises pursuant to resident or occupancy agreements, and both
Assignor and Assignee agree to perform this Assignment in compliance with all
applicable law governing (i) the licensure of the Premises as an assisted living
facility by the State in which the Premises is located, and (ii) the rights of
residents or occupants of the Premises under valid and enforceable residency or
occupancy agreements.

         ASSIGNEE AND THE ASSIGNOR HEREBY VOLUNTARILY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN ASSIGNEE AND
ASSIGNOR ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS ASSIGNMENT OR ANY
OTHER AGREEMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS RELATED HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO ASSIGNEE
TO ENTER INTO THE TERM LOAN AGREEMENT DATED THE DATE HEREOF BETWEEN ASSIGNOR AND
ASSIGNEE. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY
ASSIGNEE'S ABILITY TO PURSUE ITS REMEDIES CONTAINED IN THIS ASSIGNMENT OR ANY
OTHER AGREEMENT OR DOCUMENT RELATED HERETO.


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         IN WITNESS WHEREOF, the Assignor and Assignee have executed this
Assignment of Lessor's Interest in Leases and Rents to be effective as of March
31, 2002.

Signed and acknowledged                       ASSIGNOR:
in the presence of:
                                              BALANCED CARE REALTY (OFC), INC.

/s/ Theresa M. Haddad
Printed Name: Theresa M. Haddad               By: /s/ Robin L. Barber
                                              Robin L. Barber
/s/ Barbara E. Davis                          Its: Vice President and Secretary
Printed Name: Barbara E. Davis

COMMONWEALTH OF PENNSYLVANIA        )
                                    )SS
COUNTY OF CUMBERLAND                )

         Before me, the subscriber, a Notary Public in and for said State and
County, personally appeared Robin L. Barber as Vice President and Secretary of
Balanced Care Realty (OFC), Inc., a Delaware corporation, who executed the
foregoing instrument as his/her free and voluntary act and deed on behalf of
said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
4th day of April, 2002.


                                                  /s/ Jaynelle D. Covert
                                                  Notary Public
                                                  My Commission Expires:
                                                  June 21, 2004


Signed and acknowledged                           ASSIGNEE:
in the presence of:
                                                  OCWEN FINANCIAL CORPORATION

/s/John W. Halvorson
Printed Name: John W. Halvorson                   By: /s/ William B. Shepro
                                                  William B. Shepro
/s/Michael L. Roy                                 Its: Sr. Vice President
Printed Name: Michael L. Roy


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STATE OF FLORIDA        :
                        : SS
COUNTY OF PALM BEACH    :

         Before me, the subscriber, a Notary Public in and for said State and
County, personally appeared William B. Shepro as Senior Vice President of Ocwen
Financial Corporation, a Florida corporation, who executed the foregoing
instrument as his/her free and voluntary act and deed on behalf of said Ocwen
Financial Corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
4th day of April, 2002.


                                                /s/ Jerry Daniel Payton
                                                Notary Public
                                                My Commission Expires:11/16/03


This instrument was prepared by:
Jill E. Aebker, Esq.
Squire, Sanders & Dempsey
1300 Huntington Center
41 South High Street
Columbus, Ohio  43215


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