CONTRACTS

 

Exhibit 10.44

                            COLLATERAL ASSIGNMENT OF
                             CONTRACTS AND LICENSES

         THIS COLLATERAL ASSIGNMENT OF CONTRACTS AND LICENSES ("Assignment"), is
made and entered into as of March 31, 2002, by and among OCWEN FINANCIAL
CORPORATION, a Florida corporation ("Ocwen"), BALANCED CARE REALTY (OFC), INC.,
a Delaware corporation ("Realty"), BALANCED CARE CORPORATION, a Delaware
corporation ("Balanced Care"), BALANCED CARE AT MEDINA, INC., a Delaware
corporation ("BCM"), BALANCED CARE AT CENTERVILLE, INC., a Delaware corporation
("BCC"), BALANCED CARE AT SHIPPENSBURG, INC., a Delaware corporation ("BCS"),
and SENIOR CARE OPERATORS OF SHIPPENSBURG, LLC, a Delaware limited liability
company ("SCS"). Hereinafter, Realty, Balanced Care, BCM, BCC, BCS, and SCS
shall be collectively referred to as the "Obligors," and individually, as an
"Obligor."

                                   WITNESSETH:

         WHEREAS, Ocwen and the Obligors have entered into the Term Loan
Agreement, as of the date hereof ("Term Loan Agreement"), pursuant to which
Ocwen has agreed to loan Realty, and Realty has accepted from Ocwen, the
principal sum of Nine Million One Hundred Fifty-Three Thousand Three Hundred
Fifty-Six Dollars ($9,153,356.00) plus interest thereon ("Loan"). Realty's
obligations under the Term Loan Agreement are evidenced by a promissory note of
even date herewith ("Term Note").

         WHEREAS, Ocwen is willing to enter into the Term Loan Agreement upon
the condition that the Obligors enter into this Assignment in favor of Ocwen.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the premises, mutual promises,
covenants, and agreements set forth herein, in order to induce Ocwen to enter
into the Term Loan Agreement, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Obligors do hereby
covenant, agree, warrant, represent, assign, set over and transfer to Ocwen all
of the Obligors' rights, title, privileges, and interests in the items set forth
herein and described below.

         1. Additional Collateral. The items which shall be the subject of this
Assignment, to the extent assignable under law, and consistent with the
Obligors' obligations set forth in Sections 4.10 and 6.2 of the Term Loan
Agreement, and which are

sometimes collectively referred to as "Additional Collateral," are as follows:

                  (a) All licenses, permits, approvals, certificates (including
but not limited to certificates of need), and agreements (including but not
limited to provider agreements), with or from all boards, agencies, departments
(governmental or otherwise) relating directly or indirectly to the ownership,
use, operation, or maintenance of, or construction of improvements on, the
Property and/or the Project Properties (including but not limited to the use of
the Project Properties as assisted living facilities or other long-term care
facilities), whether heretofore or hereafter issued or executed, and any
document, instrument or agreement related thereto or referenced therein
(collectively, the "Licenses"), said boards, agencies, departments, governmental
or otherwise, being hereinafter collectively referred to as the "Governmental
Authorities". As used herein, "Property" shall mean the real property, and
improvements located thereon, described on the attached Exhibit A.

                  (b) All contracts, subcontracts, agreements (including but not
limited to resident or occupancy agreements), other income-producing or
income-generating contracts, provider agreements and other agreements with
Governmental Authorities, vendor contracts, service agreements, warranties,
purchase orders, any other contracts and agreements of any nature or type, and
any document, instrument or agreement related thereto or referenced therein,
that have heretofore been or will hereinafter be executed by or on behalf of an
Obligor, or that have been assigned to an Obligor, in connection with the
ownership, leasing, management, development, use, operation, or maintenance of
the Property and/or the Project Properties (including but not limited to the use
of the Project Properties as assisted living facilities or other long-term care
facilities), or the construction of improvements on the Property or at the
Project Properties, including but not limited to any contracts permitting an
Obligor to cross or use the real property of others in order to gain access to
or provide easements for utilities to the Property and/or the Project Properties
(collectively, the "Contracts," and the parties with whom or to whom such
Contracts have been or are given are hereinafter referred to collectively as the
"Contractors"), and including any and all rights which any Obligor, as a
developer, may now or hereafter reserve to themselves or have in connection with
the ownership, use and/or management of the improvements located on the
Property.

                  (c) All contracts and agreements that have heretofore been or
will hereafter be executed by or on behalf of an Obligor

                                      -2-

in connection with or relating to the design, construction, development,
management, operation, sale, purchase, or lease of all or any portion of the
Property and/or the Project Properties or any improvements made thereto or
located thereon, and any document, instrument or agreement related thereto or
referenced therein (collectively, the "Agreements"), and the parties with whom
or to whom the Agreements have been or are given are hereinafter collectively
referred to as the "Purchasers and Lessees."

                  (d) All plans and specifications, working drawings, soil tests
and studies, engineering and architectural plans, specifications, and drawings,
other similar and related matters now or hereafter provided to or on behalf of
any Obligor with respect to the Property and/or the Project Properties or any
portion thereof, or the construction of improvements thereon, and any document,
instrument or agreement related thereto or referenced therein (collectively, the
"Plans and Specifications").

         Notwithstanding anything to the contrary set forth above, Obligors
shall not be deemed to have assigned any Additional Collateral if such
Additional Collateral is not assignable in accordance with its terms or in
accordance with applicable law; provided, however, Obligors shall take all
actions required under the Term Loan Agreement to obtain appropriate consents or
to take any and all other reasonable action required to effectuate the
assignment or other transfer of such Additional Collateral (even if assignment
or transfer is not permitted) as provided in the Term Loan Agreement, and after
such consents have been obtained or other reasonable actions have been taken
such that assignment or transfer is possible, such Additional Collateral shall
be deemed to have been assigned pursuant to this Assignment.

         2. Assignment. Each Obligor hereby assigns, transfers and sets over
unto Ocwen all of its rights, title, privileges, claims, remedies, payments, and
any and all other interests in and to the Additional Collateral and all of the
rights and benefits therefrom as security for the full, timely and faithful
repayment by Realty of all and any amounts due and owing under the Term Loan
Agreement and Term Note, and the performance by the Obligors of all of their
respective obligations under the Term Loan Agreement, Security Documents,
Management Agreements, and Ancillary Documents (collectively, the Term Loan
Agreement, the Term Note, the Security Documents, the Management Agreements, and
the Ancillary Documents shall be referred to hereinafter as the "Loan
Documents"). For the purposes and subject to the terms set forth herein, the
above assignment of Additional Collateral is absolute,

                                      -3-

unconditional, and is a presently effective assignment from the Obligors to
Ocwen.

         3. Security Interest. The Obligors hereby grant to Ocwen a security
interest in all of the Obligor's respective rights, privileges, title and
interests in and to the Additional Collateral and all of the rights and benefits
therefrom, and the Obligors agree that they shall execute appropriate UCC
Financing Statements relating thereto, and Ocwen shall have the right to file
the same in order to secure its interests therein.

         4. Occurrence of Event of Default. Until the occurrence of an Event of
Default, as defined in any of the Loan Documents, which is continuing and which
shall not have been cured by any applicable cure period, the Obligors may
retain, use and enjoy the benefits of the Additional Collateral. After the
occurrence of an Event of Default as aforesaid, Ocwen may, at its option,
enforce this Assignment by notifying the Obligors by registered or certified
mail or by personal delivery sent or delivered to the address hereinafter
prescribed for sending notices. The affidavit or written statement of an
officer, agent or attorney of Ocwen stating that there has been an Event of
Default as aforesaid, which is continuing beyond any applicable cure period,
shall constitute conclusive evidence thereof, and any of the Governmental
Authorities, Contractors, or Purchasers and Lessees or any other Person is
authorized and directed to rely thereon.

         5. Performance; Amendments. The Obligors agree to faithfully observe
and perform all of the material obligations and agreements imposed upon the
Obligors under the Licenses, Contracts, Agreements, and Plans and
Specifications, and agree that the Additional Collateral shall not be
encumbered, terminated, cancelled, or materially amended or modified without the
prior written consent of Ocwen, which consent shall not be unreasonably
withheld. For purposes hereof, "material" amendments or modifications of
Licenses, Contracts, Agreements, and Plans and Specifications shall include,
without limitation, amendments or modifications which adversely affect Ocwen's
security as determined by Ocwen in its reasonable discretion.

         6. No Assumption. Until the exercise by Ocwen of its rights hereunder
as a consequence of an Event of Default, as described above, which is continuing
beyond any applicable cure period, Ocwen will not be deemed in any manner to
have assumed any of the Additional Collateral, be obligated to perform any
obligation of any Obligor under the Additional Collateral, or be liable to
Governmental Authorities, Contractors, or Purchasers and Lessees by reason of
any default or breach (which continues beyond

                                      -4-

any applicable cure period) by any party under the Licenses, Contracts,
Agreements, or Plans and Specifications. The Obligors agree to indemnify,
defend, and to hold Ocwen harmless of and from any and all liability, loss or
damage that it may or might incur by reason of any claims or demands against it
based on or arising out of (i) an alleged assumption of the Obligors' duties and
obligations to perform and discharge the terms, covenants and agreements in the
Licenses, Contracts, Agreements or Plans and Specifications, or (ii) the
Additional Collateral or this Assignment; such indemnification of Ocwen by
Obligors shall not be required to the extent any claim or demand results from
Ocwen's gross negligence or willful misconduct.

         7. Remedies. After the occurrence of an Event of Default, as described
above, which is continuing beyond any applicable cure period, Ocwen shall have
all rights under applicable law, and as a secured party under the Uniform
Commercial Code, to enforce this Assignment, and in addition, shall have the
right, at its option, to (i) enforce its rights, remedies, powers and privileges
to and under the Additional Collateral as described in this Assignment, without
interference from any Obligor, and/or (ii) if and to the extent permitted by law
and the terms of the Additional Collateral, Ocwen or any agent or nominee of
Ocwen, in lieu of any Obligor, may, with or without entry upon the Property
and/or the Project Properties, take over and enjoy the benefits of the Licenses,
exercise the Obligors' rights under the Additional Collateral, and perform all
acts in the same manner and to the same extent as any Obligor might do. In the
event Ocwen elects to do either or both of the foregoing, the Obligors shall
cooperate in causing the Governmental Authorities, Contractors, and/or
Purchasers and Lessees to materially comply with all the terms and conditions of
the Licenses, Contracts and Agreements in favor of Ocwen and otherwise to allow
Ocwen to exercise its rights as set forth herein, and Obligors shall also
perform the obligations of Obligors set forth in Sections 4.10 and 6.2 of the
Term Loan Agreement.

         Upon an Event of Default, which is continuing beyond any applicable
cure period, the Obligors hereby irrevocably constitute and appoint Ocwen as
their attorney-in-fact, coupled with an interest, to demand, receive and enforce
the Obligors' rights with respect to the items covered hereby, to give
appropriate receipts, releases and satisfactions for and on behalf of the
Obligors and to do any and all acts in the name of Ocwen with the same force and
effect as the Obligors could do if this Assignment had not been made, including,
at Ocwen's option, to enforce and enjoy the benefits of the Additional
Collateral and to require performance thereunder by the other contracting party.
Upon an Event of

                                      -5-

Default, which is continuing beyond any applicable cure period, in connection
with any and all of the foregoing powers, and without limiting the same, Ocwen
may effect new Contracts, Licenses, Agreements, or Plans and Specifications,
cancel or surrender existing Contracts, Licenses, Agreements, or Plans and
Specifications, alter and/or amend the terms of and renew existing Contracts,
Licenses, Agreements, or Plans and Specifications and make concessions to
Governmental Authorities, Contractors, and Purchasers and Lessees. Except for
the gross negligence or willful misconduct of Ocwen, the Obligors hereby release
any and all claims that it has or might have against Ocwen arising out of such
performance by Ocwen.

         8. Advances. All of the foregoing powers herein granted Ocwen shall be
liberally construed. Ocwen need not expend its own funds in the exercise of such
power. However, Ocwen may, after the occurrence of an Event of Default, which is
continuing beyond any applicable cure period, after giving notice to the
respective Obligor as provided in Section 4 above, at its option, and without
releasing any Obligor from any obligation hereunder, discharge any obligation
which any Obligor fails to discharge under or with respect to said Additional
Collateral, including without limitation, defending any legal action. All such
amounts expended by Ocwen shall be deemed reasonable and considered as advances
secured by this Assignment and also evidenced and secured by the other Loan
Documents, and the Obligors, jointly and severally, agree to pay promptly upon
demand all sums expended by Ocwen in connection herewith, including attorneys'
fees, together with interest thereon at the Default Rate of interest set forth
in the Term Loan Agreement.

         9. Copies. The Obligors shall, upon the written request of Ocwen,
furnish it a list of all material Contracts, Licenses, Agreements, and Plans and
Specifications. Further, if requested, the Obligors shall deliver to Ocwen
executed copies of all Contracts, Licenses, Agreements, Plans and
Specifications, and other written agreements between or among any respective
Obligor(s) (and its/their predecessors in title) and Contractors, Governmental
Authorities, and Purchasers and Lessees, setting forth the contractual and other
arrangements between them.

         10. No Waiver. This Assignment may be enforced from time to time by
Ocwen at its discretion, with or without order of any court and with or without
appointment of a receiver, as Ocwen shall determine. Ocwen may also at any time
cease to enforce this Assignment. Any failure on the part of Ocwen promptly to
exercise any option hereby given or reserved shall not prevent the exercise of
any such option at any time thereafter. The waiver by Ocwen of

                                      -6-

any breach of any term, covenant, or condition contained in this Assignment or
any default in the performance of any obligations under this Assignment, shall
not be deemed to be a waiver of any other breach or default of the same or any
other term, covenant, condition or obligation, nor shall any waiver of any
incident of breach or default constitute a continuing waiver of same. Ocwen may
pursue and enforce any remedy or remedies accorded it hereunder independently
or, in conjunction or concurrently with, or subsequent to its pursuing
enforcement of any remedy or remedies that it may have under the other Loan
Documents.

         11. Capitalized Terms. Capitalized terms that are used in this
Assignment but that are not defined herein shall have the meanings ascribed to
such terms in the Term Loan Agreement, unless the context hereof clearly
requires otherwise.

         12. Miscellaneous. When the context so requires, the singular shall
include the plural and conversely, and use of any gender shall include all
genders.

         13. Conformity with Term Loan Agreement. The provisions set forth in
Sections 8.1, 8.2, 8.3, 8.4, 8.5, 8.9, 8.10, 8.11, 8.12, 8.13, 8.15, 8.16, 8.19,
8.20, and 8.23 of the Term Loan Agreement shall be applicable to this Assignment
as though set forth herein in full.

         14. Survivability. Upon the payment in full of the Term Note, and the
payment in full of any other sums or monies due Ocwen pursuant to the terms of
the Term Loan Agreement (except for any Additional Payments due pursuant to
Section 1.6 of the Term Loan Agreement), this Assignment shall terminate and be
of no further force and effect, and in such event, Ocwen will, at the expense of
the members of the Obligated Group, redeliver and reassign the Additional
Collateral to the members of the Obligated Group and take all action necessary
to terminate the security interests of Ocwen in the Additional Collateral.
Notwithstanding anything set forth herein or in any other Loan Document to the
contrary, the following sections of this Assignment shall survive the payment in
full of the Term Note, or any other termination or expiration of this Assignment
or the Loan Documents until the expiration of any and all applicable statutes of
limitation relating to claims that may arise under and pursuant to or as a
result of the terms of the following sections: 6, 13, 17, and 18.

          15. Assignment. This Assignment shall bind and shall inure to the
benefit of the successors and assigns of Ocwen. Ocwen does not consent to any
assignment of this Assignment by any Obligor. Subject to Section 8.16 of the
Term Loan

                                      -7-

Agreement, Ocwen may assign its rights and interests under this Assignment
freely. If an assignment is made, the Obligors shall render performance under
this Assignment to and with the assignee. The Obligors waive and will not assert
against any assignee any claims, defenses, or set-offs that the Obligors could
assert against Ocwen except defenses which cannot be waived.

          16. Consent of Obligor. In the event the consent of any Obligor is
required in order to effectuate the assignments of the Contracts, Licenses,
Agreements, and/or Plans and Specifications, as described in this Assignment, or
otherwise in connection with any other term or provision of this Assignment,
such consent shall be deemed obtained upon such Obligor's execution of this
Agreement.

         17. Representations and Warranties. Each Obligor, jointly and
severally, hereby warrants and represents to Ocwen as follows:

                  (i) It has made no prior assignments of or granted any
security interest in any of its rights under the Additional Collateral, except
those in favor of Ocwen;

                  (ii) That, to the best of its knowledge, all Additional
Collateral are in full force and effect on the date hereof, subject to no
defenses, set-offs, or counterclaims whatsoever;

                  (iii) That to the best of its knowledge, there exists no
event, condition, or occurrence that constitutes or which with notice and/or
passage of time would constitute, a breach of or default under any term or
condition of any of the Additional Collateral. The Obligors also hereby covenant
and agree not to do any act that would destroy or impair the security to Ocwen
of this Assignment; and,

                  (iv) The Obligors will not waive or give any consent with
respect to any material default or material variation in the performance under
the Additional Collateral, will at all times take proper steps to enforce all of
the material provisions and conditions thereof, and will forthwith notify Ocwen
of any material default or event of default thereunder.

         18. JURY WAIVER. OCWEN AND THE OBLIGORS HEREBY VOLUNTARILY, IRREVOCABLY
AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG OR BETWEEN
OCWEN AND ANY OF

                                      -8-

THE OBLIGORS ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN OR AMONG 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 OCWEN TO ENTER INTO THE TERM LOAN AGREEMENT. IT SHALL NOT
IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY OCWEN'S ABILITY TO PURSUE ANY
REMEDY, EITHER IN LAW OR IN EQUITY, AVAILABLE TO IT.

                                      -9-

         IN WITNESS WHEREOF, the Obligors and Ocwen have caused this COLLATERAL
ASSIGNMENT OF CONTRACTS AND LICENSES to be duly executed on the date first above
written.

Signed and acknowledged                OBLIGORS:
in the presence of:
                                       BALANCED CARE REALTY (OFC), INC.
/s/Theresa M. Haddad
Witness
Printed Name:Theresa M. Haddad         By:/s/Robin L. Barber
                                       Print Name: Robin L. Barber
/s/Diane M. Borger                     Title:Vice President and Secretary
Witness
Printed Name: Diane M. Borger

/s/Theresa M. Haddad                   BALANCED CARE CORPORATION
Witness
Printed Name:Theresa M. Haddad

                                       By: Robin L. Barber
/s/Diane M. Borger                     Print Name:Robin L. Barber
Witness                                Title: Senior Vice President,
Printed Name: Diane M. Borger                 Legal Counsel and
                                              and Assistant Secretary

                                       BALANCED CARE AT MEDINA, INC.
/s/Theresa M. Haddad
Witness
Printed Name:Theresa M. Haddad         By:/s/Robin L. Barber
                                       Print Name: Robin L. Barber
/s/Diane M. Borger                     Title:Vice President and Secretary
Witness
Printed Name: Diane M. Borger

                                       BALANCED CARE AT CENTERVILLE, INC.

/s/Theresa M. Haddad
Witness
Printed Name:Theresa M. Haddad         By:/s/Robin L. Barber
                                       Print Name: Robin L. Barber
/s/Diane M. Borger                     Title:Vice President and Secretary
Witness
Printed Name: Diane M. Borger

                                      -10-

/s/ Theresa M. Haddad                  BALANCED CARE AT SHIPPENSBURG, INC.
Witness
Printed Name:Theresa M. Haddad         By:/s/Robin L. Barber
                                       Print Name: Robin L. Barber
/s/Diane M. Borger                     Title:Vice President and Secretary
Witness
Printed Name: Diane M. Borger

/s/Theresa M. Haddad                   SENIOR CARE OPERATORS OF
Witness                                SHIPPENSBURG, LLC
Printed Name:Theresa M. Haddad
                                       By:  Balanced Care at Shippensburg,
/s/Diane M. Borger                          Inc., its Manager
Witness
Printed Name:Diane M. Borger

                                       By:/s/Robin L. Barber
                                       Print Name:Robin L. Barber
                                       Title:Vice President and Secretary

                                       OCWEN:
/s/John W. Halvorson                   OCWEN FINANCIAL CORPORATION
Witness
Printed Name:John W. Halvorson

                                       By:/s/William B. Shepro
/s/Michael L. Roy                      Print Name: William B. Shepro
Witness                                Title: Sr. Vice President
Printed Name: Michael L. Roy

                                      -11-

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, the Vice President and Secretary of
Balanced Care Realty (OFC), Inc., a Delaware corporation, who acknowledged the
signing of the foregoing instrument on behalf of Balanced Care Realty (OFC),
Inc., to be his/her free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal this 9th day of April, 2002.

                                                   /s/Barbara E. Davis
                                                   Notary Public

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, the Senior Vice President, Legal
Counsel and Assistant Secretary of Balanced Care Corporation, a Delaware
corporation, who acknowledged the signing of the foregoing instrument on behalf
of Balanced Care Corporation, to be his/her free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal this 9th day of April, 2002.

                                                   /s/Barbara E. Davis
                                                   Notary Public

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, the Vice President and Secretary of
Balanced Care at Medina, Inc., a Delaware corporation, who acknowledged the
signing of the
                                      -12-

foregoing instrument on behalf of Balanced Care at Medina, Inc.,
to be his/her free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal this 9th day of April, 2002.

                                                   /s/Barbara E. Davis
                                                   Notary Public

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, the Vice President and Secretary of
Balanced Care at Centerville, Inc., a Delaware corporation, who acknowledged the
signing of the foregoing instrument on behalf of Balanced Care at Centerville,
Inc., to be his/her free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal this 9th day of April, 2002.

                                                   /s/Barbara E. Davis
                                                   Notary Public

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, the Vice President and Secretary of
Balanced Care at Shippensburg, Inc., a Delaware corporation, who acknowledged
the signing of the foregoing instrument on behalf of Balanced Care at
Shippensburg, Inc., to be his/her free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal this 9th day of April, 2002.

                                                   /s/Barbara E. Davis
                                                   Notary Public

                                      -13-

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, the Vice President and Secretary of
Balanced Care at Shippensburg, Inc., the acting manager of Senior Care Operators
of Shippensburg, LLC, a Delaware limited liability company, who acknowledged the
signing of the foregoing instrument on behalf of Senior Care Operators of
Shippensburg, LLC, by and through its manager, Balanced Care at Shippensburg,
Inc., to be his/her free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal this ____ day of April, 2002.

                                               Notary Public

STATE OF _____________    )
                          )  SS
COUNTY OF ___________     )

         Before me, the subscriber, a Notary Public in and for said State and
County, personally appeared __________________, as _____________________ of
Ocwen Financial Corporation, a Florida corporation, who acknowledged the signing
of the foregoing instrument on behalf of Ocwen Financial Corporation, to be
his/her free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal this ____ day of April, 2002.

                                                   Notary Public

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

                                      -14- 

Basic Info X:

Name: CONTRACTS
Type: Contracts
Date: May 10, 2002
Company: BALANCED CARE CORP
State: Delaware

Other info: