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                                                                   EXHIBIT 10.35
 
                                 AMENDMENT TO

                     MASTER AGREEMENT FOR PHARMACY SERVICES


     AGREEMENT made and entered into as of the 19th day of September 1997 by and
between Vitalink Pharmacy Services, Inc. ("Vitalink") and ManorCare Health
Services, Inc. ("MCHS").

     WHEREAS, Vitalink and MCHS have previously entered into that certain Master
Agreement for Pharmacy Services dated June 1, 1991 (the "Agreement"); and

     WHEREAS, Vitalink and MCHS desire to amend the Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants herein, and other
good and sufficient consideration, receipt of which is acknowledged, the parties
agree as follows:

     1.   Section 1 of the Agreement is replaced in its entirety by the
          following new Section 1:

          1.  TERM.    The term of this Agreement shall be from June 1, 1991 to
          September 30, 2002.  At each October 1 during the remaining period of
          this Agreement, the term shall automatically renew for an additional
          one (1) year period unless either party notifies the other party of
          its intent not to renew no later than ninety (90) days prior to each
          such October 1.

     2.   Section 5 of the Agreement is replaced in its entirety by the
          following new Section 5:

          5.   DRUG CHARGES:
               ------------

               A.  Vitalink's charges for pharmaceuticals under each separate
          Pharmacy Services Agreement shall be based upon prevailing market
          rates for each Facility. "Market rates" shall be defined as those
          within the fiftieth percentile (50%) of charges paid by similar
          licensed non-MCHS facilities that receive similar services from
          Vitalink. MCHS shall be allowed to audit Vitalink's books and records
          to verify market rates.

               B. Effective January 1, 1998, Vitalink's charges for
          pharmaceuticals under each separate Pharmacy Services Agreement for
          residents who charges are paid by a third party payor such as an
          insurance company, HMO, or Medicare risk contract payor shall be as
          stated in Exhibit A, attached hereto.

     3.   Section 6 of the Agreement is replaced in its entirety by the
          following new Section 6:

          6.   BILLING FOR PHARMACY SERVICES:
               ----------------------------- 

               A. At the discretion of MCHS, the billings for pharmacy services
          to residents at each Facility who are private pay or whose care is
          otherwise paid for by non-governmental third party payors shall be
          handled in either of the following ways:

                    i) MCHS will perform all billing and collection activity,
                    and incur any and all bad debt, for residents at each
                    Facility who are private pay or
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                    whose care is otherwise paid for by non-governmental
                    insurance programs. Thus, for such residents, Vitalink shall
                    bill Facility for such private pay or insurance residents
                    and in consideration of the above services to be provided
                    by, and the assumption of the risk of bad debts, the
                    Facility will receive a 3% administrative fee off the amount
                    of such invoice for private pay or non-governmental
                    insurance residents; or

                    ii) Vitalink shall bill and collect each resident directly
                    and shall be responsible for any resulting non-payment or
                    bad debt. There shall be no administrative fee paid.

               B. Vitalink shall bill MCHS for all pharmaceuticals provided to
          Medicare residents and MCHS shall then bill the Medicare program for
          all Medicare residents.

               C. Vitalink shall directly bill the appropriate governmental
          entity for all Medicaid residents.

               D. In the event either the Medicare program or any state Medicaid
          program requires that billings be handled in a specific manner, the
          parties agree that this Agreement shall automatically be amended to
          comply with such requirements(s).

     4.   Section 15 of the Agreement is replaced in its entirety by the
          following new Section 15:

          15.  RELATED PARTY DOCTRINE.  The parties acknowledge the existence of
          the Medicare principal commonly known as the related party doctrine
          (hereinafter "Related Party Doctrine").  While the parties believe
          that the Related Party Doctrine does not apply because the parties
          and/or the transactions herein are covered by an exception or
          exceptions thereto, the parties desire to make provisions in the event
          that there is a ruling otherwise.  Therefore, as of January 1, 1998,
          in the event that the Medicare program (including any fiscal
          intermediary or other agent of the Medicare program) applies to the
          Related Party Doctrine, in whole or in part, to any Facility cost
          report or other claim for reimbursement, then the Facility shall be
          solely responsible for any economic impact in which such application
          results.  The parties hereto further acknowledge Vitalink shall in no
          way be responsible for the difference between the amount Vitalink
          billed the Facility for Medicare residents and the amount actually
          reimbursed or proposed to be reimbursed by the Medicare program to the
          Facility.  This section shall survive termination of this Agreement.

     5.   The following new Section 20 shall be added to the Agreement:

          20.  SERVICES.  During the term of this Agreement, Vitalink shall
          provide such ancillary services such as computer-prepared patient
          medical records, disease management services, drug contra-indications
          and the like, at the highest levels that are available within the
          institutional pharmacy industry.

     6.   The following new Section 21 shall be added to the Agreement:

          21.  ARBITRATION.  Any dispute between the parties shall be subject to
          arbitration before a single arbitrator pursuant to the commercial
          arbitration rules of the 
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          American Arbitration Association. Such arbitration shall be held in
          Montgomery County, Maryland. Each party shall pay their own expenses
          and the parties shall be equally responsible for the expenses of the
          Arbitrator.

     7. Each Pharmacy Agreement for the Facilities shall be deemed to have been
     amended consistently with the terms, conditions and obligations contained
     herein.

     8. Except as specifically provided herein, the Agreement remains in full
     force and effect.

     IN WITNESS WHEREOF, the parties enter into this Agreement on the date first
above written.

                                    VITALINK PHARMACY SERVICES, INC.



ATTEST: /s/ Robert W. Horner III    By: /s/ Donna L. DeNardo
       -------------------------        -----------------------------------
          Secretary                 
                                    Title: President
                                          -------------------------------

                                    MANORCARE HEALTH SERVICES, INC.




ATTEST: /s/ K. Peter Kemezys        By: /s/ James H. Rempe
       -----------------------         ----------------------------------
          Assistant Secretary                 
                                    Title: Senior V.P.
                                          -------------------------------
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                                   EXHIBIT A
                                   ---------


1.   MCHS will pay Vitalink a percentage of the per diem rate received by MCHS
     for each managed care patient whether such patient receives medication or
     not, as set forth below.

2.   If a managed care patient in a MCHS facility receives no medications,
     Vitalink will be paid 7.2% of the per diem rate received by MCHS for such
     patient.

3.   If the contracted per diem rate received by MCHS includes routine
     medications only (i.e., oral, topical medications and all insulin),
     Vitalink will be paid 7.2% of the per diem rate for each day of service.

4.   If the contracted per diem rate received by MCHS includes routine (i.e.,
     oral, topical medications and all insulin) and extraordinary (i.e.,
     injectible (excluding insulin) and infusion medications) Vitalink will be
     paid 13% of the per diem rate for each day of service.

5.   If the managed care contract with MCHS excludes all medications, MCHS will
     so advise Vitalink in writing in advance of accepting any such patient.
     Vitalink and the managed care organization will thereafter negotiate drug
     prices separately. Vitalink will be solely responsible for the billing and
     collection of any services provided in such circumstances.

6.   The percentages described above will be paid for all MCHS patients covered
     by managed care contracts and referred through the MCHS Coordinated Care
     Center. MCHS will notify the pharmacy at the time of admission that a
     patient is covered under a managed care contract. If such patients are not
     identified at such time, then usual and customary pricing will be utilized
     by Vitalink and paid by MCHS.

7.   All managed care patients will be subject to a formulary as agreed upon by
     Vitalink and the managed care organization which identifies those drugs
     which may be therapeutically substituted. In addition, drugs with extremely
     high cost (i.e., AWP per dose greater than $35.00) will be carved out of
     any such contract between the managed care organization and MCHS and be
     treated separately. In the event that Vitalink and the managed care
     organization cannot agree to such formulary, Vitalink has the right to
     refuse to provide services to the patients of such managed care
     organization. In the event that Vitalink so refuses, Manor Care shall have
     the right to identify an alternative provider for such services.

8.   The percentages set forth above will be reviewed periodically (i.e., every
     six months). The review will compare the current actual percentages (based
     on actual utilization at usual and customary charges divided by the
     applicable per diem rates) to those percentages set forth above. The
     percentage of the per diem rate to be billed thereafter will be the
     percentages set forth above plus or minus 50% of the difference between
     those percentages and the current actual percentages depending on whether
     the current actual percentages are higher (plus) or lower (minus) than the
     percentages set forth above.

9.   At the time of discharge, any drugs not administered to managed care
     patients, are to be returned to the pharmacy or disposed of in compliance
     with government regulations. Unused medications may not be sent home with
     patients.