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MASTER LEASE

(with Options to Purchase)

SINGLE LESSEE

MULTIPLE FACILITIES

OHI ASSET (PA) TRUST

AND

GUARDIAN LTC MANAGEMENT, INC.

DATED: OCTOBER 28, 2004

EFFECTIVE DATE: NOVEMBER 1, 2004

Facilities: Mulberry Square Elder Care and Rehabilitation Center

Curwensville Nursing Home

Meadow View Senior Living Center

Ivy Woods Manor / Rolling Acres Care Center

Lakeview Senior Care and Living Center

Beaver Elder Care / Guardian Elder Care at Aliquippa

Scenery Hill Manor / North American Medical Centers

Milford Valley Convalescent Home

Bradyview Manor

Jefferson Hills Manor

Scottdale Manor Rehabilitation Center

Minerva Convalescent Center

Carleton Senior Care and Rehabilitation Center

Highlands Care Center

Guardian Elder Care at Nanticoke

Peterson Rehabilitation Hospital and Geriatric Center

TABLE OF CONTENTS

Page

ARTICLE I - LEASE	1
1.1 LEASE.	1
1.2 TERM	2
1.3 OPTION TO RENEW	2
ARTICLE II - DEFINITIONS	2
2.1 DEFINITIONS	2
ARTICLE III - RENT	2
3.1 BASE RENT; MONTHLY INSTALLMENTS	21
3.2 ADDITIONAL CHARGES	21
3.3 LATE CHARGE; INTEREST	21
3.4 NET LEASE.	21
3.5 PAYMENTS IN THE EVENT OF A RENT ADJUSTMENT	22
ARTICLE IV - IMPOSITIONS	22
4.1 PAYMENT OF IMPOSITIONS	22
4.2 ADJUSTMENT OF IMPOSITIONS	23
4.3 UTILITY CHARGES	23
4.4 INSURANCE PREMIUMS	23
ARTICLE V - NO TERMINATION	23
5.1 NO TERMINATION, ABATEMENT, ETC	23
ARTICLE VI - LEASED PROPERTIES	24
6.1 OWNERSHIP OF THE LEASED PROPERTIES	24
6.2 LESSOR'S PERSONAL PROPERTY	24
6.3 LESSEE'S PERSONAL PROPERTY	24
6.4 GRANT OF SECURITY INTEREST IN LESSEE'S PERSONAL PROPERTY AND ACCOUNTS	24
ARTICLE VII - CONDITION OF LEASED PROPERTIES	25
7.1 CONDITION OF THE LEASED PROPERTIES	25
7.2 USE OF THE LEASED PROPERTIES	25
7.3 CERTAIN ENVIRONMENTAL MATTERS	25
ARTICLE VIII - COVENANTS	30
8.1 COMPLIANCE WITH LEGAL AND INSURANCE REQUIREMENTS	30
8.2 LICENSES	30
8.3 CERTAIN COVENANTS	30
8.4 MINIMUM QUALIFIED CAPITAL EXPENDITURES	32
8.5 MANAGEMENT AGREEMENTS	32
8.6 NO OTHER BUSINESS; NO INVESTMENTS	33
8.7 TAX RETURNS	33
8.8 BANK ACCOUNTS	33
ARTICLE IX - MAINTENANCE AND REPAIR	33
9.1 MAINTENANCE AND REPAIR	33
9.2 ENCROACHMENTS, RESTRICTIONS, ETC	34
ARTICLE X - ALTERATIONS AND ADDITIONS	35
10.1 CONSTRUCTION OF ALTERATIONS AND ADDITIONS TO THE LEASED PROPERTIES	35
ARTICLE XI - LIENS	36
11.1 LIENS	36
ARTICLE XII - PERMITTED CONTESTS AND DEPOSITS	36
12.1 PERMITTED CONTESTS	36
12.2 LESSOR'S REQUIREMENT FOR DEPOSITS	37
ARTICLE XIII - INSURANCE	37
13.1 GENERAL INSURANCE REQUIREMENTS	37
13.2 RISKS TO BE INSURED	38
13.3 PAYMENT OF PREMIUMS; COPIES OF POLICIES; CERTIFICATES	39
13.4 UMBRELLA POLICIES	39
13.5 ADDITIONAL INSURANCE	39
13.6 NO LIABILITY; WAIVER OF SUBROGATION	39
13.7 INCREASE IN LIMITS	40
13.8 BLANKET POLICY	40
13.9 NO SEPARATE INSURANCE	40
13.10 MINE SUBSIDENCE INSURANCE	40
ARTICLE XIV - CASUALTY	40
14.1 INSURANCE PROCEEDS	40
14.2 RESTORATION IN THE EVENT OF DAMAGE OR DESTRUCTION	41
14.3 RESTORATION OF LESSEE'S PROPERTY	41
14.4 NO ABATEMENT OF RENT	41
14.5 WAIVER	41
14.6 DISBURSEMENT OF INSURANCE PROCEEDS EQUAL TO OR GREATER THAN THE APPROVAL THRESHOLD	41
14.7 NET PROCEEDS PAID TO FACILITY MORTGAGEE	42
ARTICLE XV - TAKINGS	43
15.1 TOTAL TAKING OR OTHER TAKING WITH LEASED PROPERTY RENDERED UNSUITABLE FOR ITS PRIMARY INTENDED USE	43
15.2 ALLOCATION OF AWARD	44
15.3 PARTIAL TAKING	44
15.4 TEMPORARY TAKING	44
15.5 AWARDS PAID TO FACILITY MORTGAGEE	45
ARTICLE XVI - RIGHTS UPON AN EVENT OF DEFAULT	46
16.1 LESSOR'S RIGHTS UPON AN EVENT OF DEFAULT	46
16.2 CERTAIN REMEDIES	46
16.3 DAMAGES	46
16.4 WAIVER	47
16.5 APPLICATION OF FUNDS	47
16.6 BANKRUPTCY	47
ARTICLE XVII - CURE BY LESSOR	48
17.1 LESSOR'S RIGHT TO CURE LESSEE'S DEFAULT	48
ARTICLE XVIII - HOLDING OVER	48
18.1 HOLDING OVER	48
18.2 INDEMNITY	49
ARTICLE XIX - SUBORDINATION	49
19.1 SUBORDINATION	49
19.2 ATTORNMENT	49
19.3 LESSEE'S CERTIFICATE	49
19.4 NOTICE AND CURE	50
ARTICLE XX - RISK OF LOSS	50
20.1 RISK OF LOSS	50
ARTICLE XXI - INDEMNIFICATION	50
21.1 INDEMNIFICATION	50
21.2 SURVIVAL OF INDEMNIFICATION	51
ARTICLE XXII - PROHIBITION AGAINST TRANSFERS	51
22.1 GENERAL PROHIBITION AGAINST TRANSFERS	51
22.2 SUBORDINATION AND ATTORNMENT	52
22.3 SUBLEASE LIMITATION	53
ARTICLE XXIII - REPORTING REQUIREMENTS	53
23.1 FINANCIAL STATEMENTS AND OTHER REPORTS AND MATERIALS REQUIRED BY LESSOR	53
23.2 PUBLIC OFFERING INFORMATION	55
ARTICLE XXIV - QUIET ENJOYMENT	55
24.1 QUIET ENJOYMENT	55
ARTICLE XXV - NOTICES	56
25.1 NOTICES	56
ARTICLE XXVI - APPRAISAL	56
26.1 APPRAISERS	56
ARTICLE XXVII - TRANSFER OF FACILITIES	58
27.1 FACILITY TRADE NAMES	58
27.2 TRANSFER OF OPERATIONAL CONTROL OF THE FACILITIES	58
27.3I NTANGIBLES AND PERSONAL PROPERTY	58
ARTICLE XXVIII - ARBITRATION	59
28.1 ARBITRATION	59
ARTICLE XXIX - OPTION TO PURCHASE ALL FACILITIES	59
29.1 OPTION TO PURCHASE ALL FACILITIES	59
29.2 OPTION PROPERTY	59
29.3 EXERCISE OF OPTION	60
29.4 OPTION PRICE	60
29.5 CLOSING	60
29.7 LESSEE ACKNOWLEDGMENT	61
29.8 DEFAULT; REMEDIES	63
29.9 ASSIGNMENTS	63
ARTICLE XXX - OPTION TO PURCHASE PETERSON FACILITY	63
30.1 OPTION TO PURCHASE PETERSON FACILITY	63
30.2 PETERSON PROPERTY	64
30.3 EXERCISE OF PETERSON OPTION	64
30.4 PETERSON OPTION PRICE	64
30.5 PETERSON CLOSING	65
30.6 CONVEYANCE(S); STATE OF TITLE; TITLE INSURANCE	65
30.7 LESSEE ACKNOWLEDGMENT	66
30.8 AMENDMENT TO THIS LEASE	67
30.9 DEFAULT; REMEDIES	67
30.10 ASSIGNMENTS	68
ARTICLE XXXI - SECURITY DEPOSIT	68
31.1 SECURITY DEPOSIT	68
31.2 APPLICATION OF SECURITY DEPOSIT	68
31.3 TRANSFER OF SECURITY DEPOSIT	69
ARTICLE XXXII - MISCELLANEOUS	69
32.1 SURVIVAL, CHOICE OF LAW	69
32.2 MUTUAL WAIVER OF RIGHT TO JURY TRIAL	70
32.3 MEMORANDUM OR SHORT FORM OF LEASE	70
32.4 LIMITATION ON RECOVERY	70
32.5 COMMISSIONS	70
32.6 WAIVERS	70
32.7 CONSENTS	70
32.8 LESSEE TO PAY REASONABLE EXPENSES	71
32.9 COUNTERPARTS	71
32.10 OPTIONS PERSONAL	71
32.11 LESSOR'S RIGHT TO INSPECT	71
32.12 NO WAIVER	71
32.13 REMEDIES CUMULATIVE	71
32.14 ACCEPTANCE OF SURRENDER	71
32.15 NO MERGER OF TITLE	72
32.16 NO PARTNERSHIP	72
32.17 CONVEYANCE BY LESSOR	72
32.18 RIGHTS CUMULATIVE	72
32.19 ENTIRE AGREEMENT	72
32.20 AMENDMENTS IN WRITING	72
32.21 SEVERABILITY	72
32.22 TIME OF THE ESSENCE	72

MASTER LEASE

Multiple Facilities

THIS MASTER LEASE ("Lease") is executed and delivered as of this 28th day of October, 2004 to be effective as of November 1, 2004, and is entered into by OHI ASSET (PA) TRUST, a Maryland business trust ("Lessor"), the address of which is 9690 Deereco Road, Suite 100, Timonium, MD 21093, and GUARDIAN LTC MANAGEMENT, INC., a Pennsylvania corporation ("Lessee"), the address of which is Rte. 219, Brockway-DuBois Road, P.O. Box 219, Brockway, PA 15824.

RECITALS

The circumstances underlying the execution and delivery of this Lease are as follows:

A. Capitalized terms used and not otherwise defined in this Lease have the respective meanings given them in Article II below.

B. Lessor has acquired the Leased Properties from Lessee and the Sublessees pursuant to the Purchase Agreement and other Purchase Documents.