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                                                                   Exhibit 10.46

                                   ASSIGNMENT

        ARV ASSISTED LIVING, INC., a Delaware corporation, successor by merger
to ARV Management, Inc., a California corporation, of 245 Fischer Avenue, D-1,
Costa Mesa, California 92626 ("Assignor"), hereby assigns to EENHOORN
GP-FRANKLIN, LLC, a Michigan limited liability company, of 2620 Horizon Drive,
S.E., Suite C, Grand Rapids, Michigan 49546 all of its interest in a receivable
obligation for Management Fees, owed by FRANKLIN COMMONS L.P., an Indiana
limited partnership, in the amount of Eighty-Three Thousand Three Hundred
Eighty-Two and 95/100 Dollars ($83,382.95), together with any additional
Management Fees accrued from December 1, 2000 through the date of this
Assignment.

Dated January 16, 2001.

                                                   ASSIGNOR:
                                                   ARV Assisted Living, Inc.



                                                   By:
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                                                       Its:
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