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                                                                   EXHIBIT 10.14

                  SECOND AMENDED AND RESTATED PLEDGE AGREEMENT
         (STOCK OF CEDAR CARE, INC. AND SHERWOOD HEALTHCARE CORPORATION)

         This Second Amended and Restated Pledge Agreement (this "AGREEMENT") is
made and entered into as of February 2, 1999, between BRITWILL INVESTMENTS-I,
INC., a Delaware corporation ("PLEDGOR"), and OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation ("PLEDGEE").

                                   BACKGROUND

         1. Pursuant to a Guaranty Secured By Pledge of Stock given to Pledgee
on November 25th, 1992 ("GARTH GUARANTY"), Tyrell L. Garth ("Garth"), the then
owner of 100% of the stock of Cedar Care, Inc., an Indiana corporation ("CEDAR
CARE"), and Sherwood Healthcare Corp., an Indiana corporation ("SHERWOOD"),
guaranteed the payment when due of all Rent and all other sums payable under a
lease between Pledgor and Pledgee of nine (9) licensed nursing facilities in the
state of Indiana (the "NOVEMBER 1992 MASTER LEASE"). The Garth Guaranty was
secured by a Pledge Agreement (Sublessee Stock), dated November 25, 1992,
wherein Garth pledged to Pledgee all his right, title and interest in and to the
stock of Cedar Care and Sherwood as collateral security for the due payment and
performance of all rent, charges, indebtedness and other liabilities and
obligations payable or due to Pledgee under the November 1992 Master Lease.

         2. An Amended and Restated Pledge Agreement (Sublessee Stock) was
entered into as of February 14, 1997, by and among Garth, Pledgor and Pledgee,
wherein Pledgor, which acquired all of Garth's right, title and interest in and
to the Pledged Stock pursuant to a certain Assignment and Assumption Agreement,
pledged to Pledgee all of Pledgee's right, title and interest in and to the
Pledged Stock as collateral security for the due payment and performance of all
rent, charges, indebtedness and other liabilities and obligations payable or due
to Pledgee under the November 1992 Master Lease.

         3. Pursuant to Debtors' First Amended Joint Plan of Reorganization
dated October 15, 1998 entered in the United States Bankruptcy Court for the
District of Arizona in the matters of In Re: Unison HealthCare Corporation (Case
Nos. B-98-06583-PHX-GBN through B-98-06612-PHX-GBN) and In Re: BritWill
Investments-I, Inc. (Case Nos. B-98-0173-PHX-GBN through
B-98-1075-PHX-GBN)("PLAN"), Pledgor and others have, as Lessees, entered into a
Master Lease with Pledgee as Lessor dated December 31, 1998 (such lease, as
amended by First Amendment to Master Lease dated as of February 1, 1999 and
Second Amendment to Master Lease of even date herewith and as the same may be
amended from time to time hereafter "OMEGA NEW MASTER LEASE"), and the 1992
Master Lease has been assumed, amended, supplemented, restated and superceded)
by the Omega New Master Lease.

         4. Pursuant to the Plan, BritWill Indiana Partnership, an Arizona
general partnership of which Pledgor is the General Partner, to which Pledgor
transferred its interest in the 1992 Master Lease, has executed and delivered to
Pledgee its promissory note dated as of January 31, 1999 in the principal amount
of Three Million Dollars ($3,000,000.00), payable to Pledgee (the "INDIANA
RETURNED FACILITY NOTE").
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         5. Under the Plan, Pledgor is required to pledge the Pledged Stock as
security for the Omega New Master Lease and the Indiana Returned Facility Note.

         The parties therefore agree as follows:

         1. Pledge; Grant of Security Interest. Pledgor hereby grants to Pledgee
a security interest, on the following terms and subject to the following
conditions, in:

         (a)      all Pledgor's right, title and interest in the issued and
                  outstanding shares of the capital stock or other securities
                  owned by Pledgor or voting trust certificates or other
                  documents of any kind evidencing any and all ownership or
                  other interest of Pledgor in Cedar Care and Sherwood, as
                  listed on Schedule I annexed hereto and any supplemental
                  schedule attached hereto or delivered to Pledgee from time to
                  time ("PLEDGED STOCK");

         (b)      any equity securities issued by either Cedar Care or Sherwood
                  or both, and any options, warrants or rights to acquire such
                  securities, owned or acquired by Pledgor, directly or
                  indirectly, now or at any time in the future;

         (c)      any securities or other property issued or distributed to
                  Pledgor with respect to any securities described in clauses
                  (a) or (b) above as a dividend or distribution or as a result
                  of any amendment of the certificate of incorporation or other
                  charter documents, merger, consolidation, redesignation,
                  reclassification, purchase or sale of assets, dissolution, or
                  plan of arrangement, compromise or reorganization of the
                  issuer thereof;

         (d)      any rights incidental to the ownership of any of the
                  securities described in clauses (a), (b) or (c) above such as
                  voting, conversion and registration rights and rights of
                  recovery for violations of applicable securities laws; and

         (e)      the proceeds of the exercise, redemption, sale or exchange of
                  any of the foregoing or any dividend, interest payment or
                  other distribution of cash or property in respect thereof.

         All of the foregoing may be referred to herein as the "PLEDGED
COLLATERAL".

         2. Secured Obligations. The security interest described in Section 1 of
this Agreement is granted for the purpose of securing (i) the prompt and full
payment when due (and not merely the ultimate collectibility) of all Rent and
any other amounts payable by the Lessees under the Omega New Master Lease and
the prompt and full performance of all material obligations of the Lessees under
the Omega New Master Lease, and (ii) the prompt and full payment when due (and
not merely the ultimate collectibility) of all principal, interest and any other
amounts payable under the Indiana Returned Facility Note (the "SECURED
OBLIGATIONS").

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         3. Delivery. (a) Before Pledgor has executed and delivered this
Agreement to the Pledgee, Pledgor has delivered to Pledgee all certificates
representing the Pledged Stock, duly endorsed in blank without restriction or
with a fully executed Assignment in Blank (substantially in the form of Exhibit
A-1 and Exhibit A-2 hereto) and with all necessary transfer tax stamps affixed.

         (b) If, at any time, Pledgor obtains possession of any certificate or
instrument constituting or representing any of the Pledged Collateral (other
than interest and cash dividends), Pledgor shall deliver such certificate or
instrument to Pledgee forthwith duly endorsed in blank without restriction or
with a fully executed Assignment in Blank (substantially in the form of Exhibit
A-1 and Exhibit A-2 hereto) and with all necessary transfer tax stamps affixed.

         (c) If no Event of Default (as defined in Section 10 below) has
occurred and is continuing, Pledgor may retain for its own use and shall not be
required to deliver to Pledgee any interest payments on or any cash dividends or
other cash distributions; if an Event of Default has occurred and is continuing,
then all such interest, dividends and cash distributions shall be delivered to
the Pledgee as provided in paragraph (b) of this Section 3.

         (d) If any of the Pledged Collateral is uncertificated securities,
Pledgor shall deliver a fully executed Assignment in Blank (substantially in the
form of Exhibit A-1 and Exhibit A-2 hereto) and within twenty-one days of the
date new value is given by Pledgee with respect to such uncertificated
securities either:

         (i)      procure the issuance of security certificates to represent
                  such Pledged Collateral and endorse and deliver such
                  certificates as required by paragraph (b) of this Section 3;
                  or

         (ii)     file with the Issuer (as that term is defined in Article 8 of
                  the Uniform Commercial Code) thereof Instructions to Issuer to
                  Register Pledge (substantially in the form of Exhibit B-1 or
                  Exhibit B-2) and do such other acts as is necessary to cause
                  the Issuer to register Pledgee as the holder of a first
                  priority security interest in the Pledged Collateral; or

         (iii)    cause the issuer thereof to enter into an agreement, in form
                  and substance satisfactory to Pledgee, among Pledgee, the
                  registered owner of such security, and the issuer to the
                  effect that the issuer will comply with instructions
                  originated by Pledgee without further consent by the
                  registered owner.

         (e) In addition to the foregoing, Pledgor shall deliver to Pledgee such
financing statements or other instruments as are deemed necessary by Pledgee to
enable it to perfect its security interest in the Pledged Collateral under
applicable law.

         4. Voting Rights. If no Event of Default has occurred or is continuing,
the Pledged Collateral will be registered in the name of Pledgor, and Pledgor
may exercise any voting or consensual rights that Pledgor may have as the owner
of the Pledged Collateral for any purpose which is not inconsistent with this
Agreement. Pledgor shall deliver to Pledgee copies of all notices, proxy
statements, proxies and other information or instruments in its possession
concerning such exercise and advise Pledgee of how Pledgor will exercise such
rights at least five (5) days before any meeting

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or mailing any ballot or consent and shall not exercise any such right if, in
the judgment of Pledgee, such exercise would have a material adverse effect on
the value of the Pledged Collateral or would result in a violation of any of the
terms of the Omega New Master Lease or the Indiana Returned Facility Note. If an
Event of Default has occurred and is continuing, Pledgee may exercise all voting
or consensual rights of the owners of any of the Pledged Collateral and Pledgor
shall deliver to Pledgee all notices, proxy statements, proxies and other
information and instruments relating to the exercise of such rights received by
Pledgor from the issuers of any of the Pledged Collateral promptly upon receipt
thereof and shall at the request of Pledgee execute and deliver to Pledgee any
proxies or other instruments which are, in the reasonable judgment of Pledgee,
necessary for Pledgee to validly exercise such voting and consensual rights.

         5. Duty of Pledgee. The duty of the Pledgee with respect to the Pledged
Collateral shall be solely to use reasonable care in the physical custody
thereof, and the Pledgee shall not be under any obligation to take any action
with respect to any of the Pledged Collateral or to preserve rights against
prior parties. The powers conferred on Pledgee hereunder are solely to protect
its interest in the Pledged Collateral and do not impose any duty upon it to
exercise any such powers. Pledgor is not looking to the Pledgee to provide it
with investment advice. Pledgee shall have no duty to ascertain or take any
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters concerning any Pledged Collateral, whether or not Pledgee has or
is deemed to have knowledge of such matters, or as to the taking of any
necessary steps to preserve any rights pertaining to any Pledged Collateral.

         6. Subsequent Changes Affecting Pledged Collateral. Pledgor
acknowledges that it has made its own arrangements for keeping informed of
changes or potential changes affecting the Pledged Collateral (including, but
not limited to, conversions, subscriptions, exchanges, reorganizations,
dividends, tender offers, mergers, consolidations and shareholder or other
meetings) and Pledgor agrees that Pledgee has no responsibility to inform
Pledgor of such matters or to take any action with respect thereto even if any
of the Pledged Collateral has been registered in the name of Pledgee or its
agent or nominee.

         7. Return of Pledged Collateral. The security interest granted to
Pledgee hereunder shall not terminate and Pledgee shall not be required to
return the Pledged Collateral to Pledgor unless and until (a) the Secured
Obligations have been fully paid or performed, (b) all of Pledgor's obligations
hereunder have been fully paid or performed, and (c) Pledgor has reimbursed
Pledgee for any expenses of returning the Pledged Collateral and filing such
termination statements and other instruments as are required to be filed in
public offices under applicable laws.

         8. Representations and Warranties. Pledgor hereby represents and
warrants to Pledgee as follows:

         (a)      Enforceability. This Agreement has been duly executed and
                  delivered by Pledgor, constitutes its valid and legally
                  binding obligation and is enforceable against Pledgor in
                  accordance with its terms. Pledgor has the authority to enter
                  into and perform all of its obligations and agreements under
                  this Agreement. No consent or approval for

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                  the entry into and performance by Pledgor of its obligations
                  and agreements under this Agreement is necessary.

         (b)      No Conflict. The execution, delivery and performance of this
                  Agreement, the grant of the security interest in the Pledged
                  Collateral hereunder and the consummation of the transactions
                  contemplated hereby will not, with or without the giving of
                  notice or the lapse of time, (a) violate any material law
                  applicable to Pledgor; (b) violate any judgment, writ,
                  injunction or order of any court or governmental body or
                  officer applicable to Pledgor; (c) violate or result in the
                  breach of any material agreement to which Pledgor is a party
                  or by which any of its properties, including the Pledged
                  Collateral, is bound; (d) violate Pledgor's articles of
                  incorporation or organization, bylaws, partnership,
                  shareholder or operating agreement; nor (e) violate any
                  restriction on the transfer of any of the Pledged Collateral.
                  Pledgor has the full and unrestricted right to pledge, assign
                  and create a security interest in the Pledged Collateral as
                  described in and contemplated by this Agreement. The
                  execution, delivery and performance of this Agreement by
                  Pledgor will not affect or in any way impair the Pledged
                  Collateral or Pledgor's or Pledgee's rights or interests
                  therein.

         (c)      No Consents. No consent, approval, license, permit or other
                  authorization of any third party or any governmental body or
                  officer is required for the valid and lawful execution and
                  delivery of this Agreement, the valid and lawful creation and
                  perfection of the Pledgee's security interest in the Pledged
                  Collateral or the valid and lawful exercise by Pledgee of
                  remedies available to it under this Agreement or applicable
                  law or of the voting and other rights granted to it in this
                  Agreement except as may be required for the offer or sale of
                  those items of Pledged Collateral which are securities under
                  applicable securities laws.

         (d)      Organization. Pledgor is duly organized, validly existing and
                  in good standing under the laws of the State of Delaware. The
                  Pledged Stock have been duly authorized and validly issued and
                  are fully paid and non-assessable. The certificates which
                  represent the Pledged Stock are valid and genuine and have not
                  been altered and Pledgor is the appropriate person to endorse
                  them. Except for this Agreement, Pledgor is not bound by any
                  certificate of incorporation or organization, bylaw, agreement
                  or instrument (including options, warrants, and convertible
                  securities) which relates to the voting of; restricts the
                  transfer of; requires Pledgor to issue or sell; or creates
                  rights in any person (other than the record owner) with
                  respect to; any securities issued by Pledgor.

         (e)      Security Interest. Pledgor is the sole record and beneficial
                  owner of the Pledged Stock free and clear of all liens,
                  encumbrances and adverse claims and Pledgor has the
                  unrestricted right to grant the security interest provided for
                  herein to the Pledgee. Pledgor has duly endorsed and delivered
                  to Pledgee all of the certificates representing the Pledged
                  Stock and has granted to Pledgee a valid and perfected first
                  priority security interest in the Pledged Stock, free of all
                  liens, encumbrances, transfer restrictions and adverse claims.
                  The certificates, instruments and other writings delivered by
                  Pledgor to Pledgee pursuant to this Agreement are all of the


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                  certificates, instruments and other writings representing the
                  Pledged Collateral and all rights and interests with respect
                  thereto. The security interest granted hereby to Pledgee does
                  now and shall at all times during the term of this Agreement
                  continue to constitute a first and prior lien on the Pledged
                  Collateral, subject only to such matters as may be
                  specifically agreed to in writing by Pledgee. This
                  representation shall be deemed made with respect to each item
                  of property that becomes Pledged Collateral after the date
                  hereof.

         (f)      Information. None of the information, documents, or financial
                  statements which has been furnished by Pledgor or its
                  representatives to Pledgee or any of its representatives in
                  connection with the transactions contemplated by this
                  Agreement, the Omega New Master Lease or the Indiana Returned
                  Facility Note contains any untrue statement of material fact
                  or omits to state any material fact required to be stated
                  hereby or thereby to make such statements not misleading.

         (g)      Name and Address. Pledgor's principal place of business is
                  correctly set forth under its signature at the end of this
                  Agreement.

         9.       Agreements. So long as this Agreement is in effect, Pledgor
                  shall:

         (a)      Maintain the Pledged Collateral free from all pledges, liens,
                  encumbrances and security interests or other claims in favor
                  of others, other than the security interest in favor of
                  Pledgee, and Pledgor will defend the Pledged Collateral
                  against all claims and demands of all persons.

         (b)      Comply with the requirements of all applicable state, local
                  and federal laws necessary to grant to Pledgee a valid lien
                  upon, and a duly perfected security interest in, the Pledged
                  Collateral in compliance with the requirements of this
                  Agreement.

         (c)      Pay all reasonable costs and expenses of whatever kind and
                  nature that Pledgee may incur, including reasonable attorneys'
                  fees, in protecting, maintaining, preserving, enforcing or
                  foreclosing the Pledged Collateral or the security interest
                  granted to Pledgee hereunder, whether through judicial
                  proceedings or otherwise, or in defending or prosecuting any
                  actions or proceedings arising out of or relating to any of
                  the Secured Obligations.

         (d)      Appear in and defend any action or proceeding arising out of
                  or connected with this Agreement, and pay all reasonable costs
                  and expenses of Pledgee (including, without limitation,
                  reasonable attorneys' fees) in any such action or proceeding
                  in which Pledgee appears or determines to become involved.

         (e)      Not, without the prior written consent of Pledgee, sell,
                  assign, encumber, pledge, hypothecate, transfer or otherwise
                  dispose of the Pledged Collateral or any part thereof or any
                  interest therein.

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         (f)      Provide Pledgee, and Pledgee's agents and attorneys,
                  reasonable access to the books and records of Pledgor for
                  inspection purposes and permit Pledgee and Pledgee's agents
                  and attorneys to make copies hereof.

         (g)      Notify the Pledgee at least ninety (90) days before Pledgor
                  changes its name or the address of its principal place of
                  business.

         (h)      At Pledgor's expense, do such further acts and execute and
                  deliver such additional financing statements, continuations,
                  conveyances, certificates, instruments, legal opinions and
                  other assurances as Pledgee may at any time reasonably request
                  or require to protect, assure or enforce its interests, rights
                  and remedies under this Agreement.

         10.      Events of Default. The occurrence of any of the following
shall constitute an "EVENT OF DEFAULT" under this Agreement:

         (a)      If the Pledgor fails to pay or perform, as the case may be,
                  any of the Secured Obligations when the same become due and
                  payable or performable, as the case may be, after the
                  expiration of any applicable cure or grace periods; or

         (b)      If an uncured event of default occurs under a loan document or
                  any promissory note, security agreement, loan agreement or
                  other agreement between Pledgee and Pledgor; or

         (c)      If any representation or warranty made by Pledgor in this
                  Agreement contains any untrue statement of a material fact or
                  omits to state a material fact necessary to make the
                  statements therein not misleading in light of the
                  circumstances in which they were made; or

         (d)      If Pledgor:

                  (i)      makes an assignment for the benefit of, or enters
                           into any composition or arrangement with, Pledgee; or

                  (ii)     conceals, removes, or permits to be concealed or
                           removed, any part of its property, with intent to
                           hinder, delay or defraud its Pledgee or any of them,
                           or makes or suffers a transfer of any of its property
                           which may be fraudulent under any bankruptcy,
                           fraudulent conveyance or similar law, or makes any
                           transfer of its property to or for the benefit of a
                           Pledgee at a time when other Pledgee similarly
                           situated have not been paid; or

         (e)      The filing of a petition by or against Pledgor seeking relief
                  under the Federal Bankruptcy Code, 11 U.S.C. Section 101, et
                  seq., and any amendments thereto, or any similar law or
                  regulation, whether federal, state or local, not dismissed
                  within 30 days.

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         (f)      The commencement of a proceeding by or against Pledgor under
                  any statute or other law providing for an assignment for the
                  benefit of Pledgee, the appointment of a receiver, or any
                  other similar law or regulation, whether federal, state or
                  local, not dismissed within 30 days.

         (g)      The garnishment, attachment, levy or other similar action
                  taken by or on behalf of any Pledgee of the Pledgor, or any of
                  its properties which could have an adverse effect on the
                  Pledgor.

         11. Remedies. (a) Upon and at any time after an Event of Default under
this Agreement, Pledgee shall, at its option and without further notice to
Pledgor (except for such further notices, if any, that may be required by law)
be entitled to exercise any or all rights and remedies provided hereunder or by
law, including without limitation the rights and remedies of a secured party
under the Michigan Uniform Commercial Code. Any requirement under the Michigan
Uniform Commercial Code or otherwise of reasonable notice shall be met if
Pledgee sends Pledgor notice of sale and other notices required by law at least
ten (10) days prior to the date of sale, disposition or other event giving rise
to the required notice. Any sale held pursuant to the exercise of Pledgee's
rights hereunder may be public or private, and at such sale Pledgee shall have
the right, at any time and from time to time, to the extent permitted by law, to
sell, assign and deliver all or any part of the Pledged Collateral, at Pledgee's
office or elsewhere, without demand of performance, advertisement of notice of
intention to sell or of the time or place of sale or adjournment thereof or any
other notice (all of which are hereby waived by Pledgor to the extent permitted
by law), except such notice as is required by applicable law and cannot be
waived, for cash, on credit or for other property, for immediate or future
delivery, without any assumption or credit risk, and, provided that such is not
in violation of applicable law, for such terms as Pledgee in its absolute and
uncontrolled discretion may determine. In furtherance of Pledgee's rights
hereunder, Pledgee shall have the right, for and in the name, place and stead of
Pledgor, to execute endorsements, assignments or other instruments of conveyance
or transfer with respect to all or any of the Pledged Collateral. All amounts
collected by Pledgee as the result of any action taken pursuant to this
Section 11, and the liquidation value of any other property received as a result
of such action, shall be applied by Pledgee as follows:

         (i)      First, to the payment of all fees and costs including, without
                  limitation, reasonable attorneys' fees, incurred in connection
                  with the collection of the Secured Obligations or in
                  connection with the exercise or enforcement of Pledgee's
                  rights, powers or remedies under this Agreement.

         (ii)     Second, to the payment and satisfaction of all of the Secured
                  Obligations.

         (b) Pledgee shall not be obligated to make any sale of Pledged
Collateral regardless of notice of sale having been given. Pledgee may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. If, under the Michigan Uniform
Commercial Code, the Pledgee may purchase any part of the Pledged Collateral, it
may, in payment of any part of the purchase price thereof cancel any part of the
Secured Obligations. If any of the Pledged Collateral is sold on credit or for
future delivery, it need not be retained by Pledgee until

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the purchase price is paid and Pledgee shall incur no liability if the purchaser
fails to take up or pay for such collateral. In case of any such failure, such
collateral may be sold again.

         (c) Pledgor shall execute and deliver to the purchasers of the Pledged
Collateral all instruments and other documents necessary or proper to sell,
convey, and transfer title to such Pledged Collateral and, if approval of any
sale of Pledged Collateral by any governmental body or officer is required,
Pledgor shall prepare or cooperate fully in the preparation of and cause to be
filed with such governmental body or officer all necessary or proper
applications, reports, and forms and do all other things necessary or proper to
expeditiously obtain such approval.

         (d) The remedies provided in this Agreement in favor of Pledgee shall
not be deemed exclusive, but shall be cumulative, and shall be in addition to
all other remedies in favor of Pledgee existing at law or in equity.

         12. Appointment of Pledgee as Agent. Pledgor hereby appoints and
constitutes Pledgee, its successors and assigns, as its agent and
attorney-in-fact for the purpose of carrying out the provisions of this
Agreement and taking any action or executing any instrument that Pledgee
considers necessary or convenient for such purpose, including the power to
endorse and deliver checks, notes and other instruments for the payment of money
in the name of and on behalf of Pledgor, to endorse and deliver in the name of
and on behalf of Pledgor securities certificates and execute and deliver in the
name of and on behalf of Pledgor instructions to the issuers of uncertificated
securities, and to execute and file in the name of and on behalf of Pledgor
financing statements (which may be photocopies of this Agreement) and
continuations and amendments to financing statements in the relevant
jurisdictions and Forms 144 with the United States Securities and Exchange
Commission. This appointment is coupled with an interest and is irrevocable and
will not be affected by the dissolution or bankruptcy of Pledgor nor by the
lapse of time. If Pledgor fails to perform any act required by this Agreement,
Pledgee may perform such act in the name of and on behalf of Pledgor and at its
expense which shall be chargeable to Pledgor under this Agreement. Pledgor
hereby consents and agrees that the issuers of or obligors of the Pledged
Collateral or any registrar or transfer agent or trustee for any of the Pledged
Collateral shall be entitled to accept the provisions hereof as conclusive
evidence of the rights of Pledgee to effect any transfer pursuant to this
Agreement and the authority granted to Pledgee herein, notwithstanding any other
notice or direction to the contrary heretofore or hereafter given by Pledgor, or
any other person, to any of such issuers, obligors, registrars, transfer agents,
or trustees.

         13. Impact of Regulations. Pledgor acknowledges that compliance with
the Securities Act of 1933 and the rules and regulations thereunder and any
relevant state securities laws and other applicable laws may impose limitations
on the right of Pledgee to sell or otherwise dispose of securities included in
the Pledged Collateral. For this reason, Pledgor hereby authorizes Pledgee to
sell any securities included in the Pledged Collateral in such manner and to
such persons as would, in the judgment of Pledgee, help to ensure that the
transfer of such securities will be given prompt and effective approval by any
relevant regulatory authorities and will not require any of the securities to be
registered or qualified under any applicable securities laws. Pledgor
understands that a sale under the foregoing circumstances may yield a
substantially lower price for such Pledged Collateral than would otherwise be
obtainable if the same were registered and sold in the open market, and

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Pledgor shall not attempt to hold Pledgee responsible for selling any of the
Pledged Collateral at an inadequate price even if Pledgee accepts the first
offer received or if only one possible purchaser appears or bids at any such
sale. If Pledgee shall sell any securities included in the Pledged Collateral at
such sale, Pledgee shall have the right to rely upon the advice and opinion of
any qualified appraiser or investment banker as to the commercially reasonable
price obtainable on the sale thereof but shall not be obligated to obtain such
advice or opinion. Pledgor hereby assigns to Pledgee any registration rights or
similar rights Pledgor may have from time to time with respect to any of the
Pledged Collateral.

         14. Expenses. Pledgor will forthwith upon demand pay to Pledgee:

                  (i) the amount of any taxes which Pledgee may have been
         required to pay by reason of holding the Pledged Collateral or to free
         any of the Pledged Collateral from any lien, encumbrance or adverse
         claim thereon, and

                  (ii) the amount of any and all out-of-pocket expenses,
         including the reasonable fees and disbursements of counsel and of any
         brokers, investment brokers, appraisers or other experts, that Pledgee
         may incur in connection with (A) the administration or enforcement of
         this Agreement, including such expenses as are incurred to preserve the
         value of the Pledged Collateral and the validity, perfection, rank and
         value of Pledgee's security interest therein, (B) the collection, sale
         or other disposition of any of the Pledged Collateral, (C) the exercise
         by Pledgee of any of the rights conferred upon it hereunder, or (D) any
         action or proceeding to enforce its rights under this Agreement or in
         pursuit of any non-judicial remedy hereunder including the sale of the
         Pledged Collateral.

         15. Indemnity. The Pledgor shall indemnify the Pledgee and its
directors, officers, employees, agents and attorneys against, and hold them
harmless from, any liability, cost or expense, including the reasonable fees and
disbursements of their legal counsel, incurred by any of them under the
corporate or securities laws applicable to holding or selling any of the Pledged
Collateral, except for liability, cost or expense arising out of the
recklessness or willful misconduct of the indemnified parties.

         16. Performance by Pledgee. If Pledgor fails to duly and punctually
perform, observe or comply with any condition, term or covenant contained in
this Agreement, Pledgee, without notice to or demand upon Pledgor and without
waiving or releasing any of the Secured Obligations, may at any time thereafter
perform such condition, term or covenant for the account and at the expense of
Pledgor. All sums paid or advanced in connection with the foregoing and all
costs and expenses (including, without limitation, reasonable attorneys' fees)
incurred in connection therewith shall be paid by Pledgor to Pledgee on demand,
and shall constitute and become a part of the Secured Obligations and Pledgor
agrees to reimburse Pledgee for any payment made or any expense incurred
(including reasonable attorneys' fees to the extent permitted by law) by Pledgee
pursuant to this Agreement.

         17. Registration Rights. In the event either Cedar Care or Sherwood or
both propose to register any securities under the Securities Act of 1933,
Pledgor will give the Pledgee notice of that

                                       10
<PAGE>   11
fact. In addition, and at no cost to Pledgee, Pledgor will register the
Securities so that they may be disposed of by public sale or other public
disposition. Upon the completion of the registration, Pledgor will deliver
certificates without any restrictive legend in exchange for the unregistered
Securities. Pledgor shall indemnify and hold Pledgee harmless against any loss,
claim, damage, or liability arising out of the registration process, and will
reimburse Pledgee for any legal or other expenses incurred by Pledgee as a
result.

         18. Waivers. Pledgor hereby waives presentment, demand, protest, notice
of any default under the Omega New Master Lease. Neither the failure of nor any
delay by any party to this Agreement to enforce any right hereunder or to demand
compliance with its terms is a waiver of any right hereunder. No action taken
pursuant to this Agreement on one or more occasions is a waiver of any right
hereunder or constitutes a course of dealing that modifies this Agreement. No
waiver of any right or remedy under this Agreement shall be binding on any party
unless it is in writing and is signed by the party to be charged. No such waiver
of any right or remedy under any term of this Agreement shall in any event be
deemed to apply to any subsequent default under the same or any other term
contained herein.

         19. Entire Agreement. This Agreement, the schedules and exhibits hereto
and the agreements and instruments required to be executed and delivered
hereunder set forth the entire agreement of the parties with respect to the
subject matter hereof and supersede and discharge all prior agreements (written
or oral) and negotiations and all contemporaneous oral agreements concerning
such subject matter and negotiations. There are no oral conditions precedent to
the effectiveness of this Agreement.

         20. Amendments. No amendment, modification or termination of this
Agreement shall be binding on any party hereto unless it is in writing and is
signed by the party to be charged.

         21. Severability. If any term or provision set forth in this Agreement
shall be invalid or unenforceable, the remainder of this Agreement, or the
application of such terms or provisions to persons or circumstances, other than
those to which it is held invalid or unenforceable, shall be construed in all
respects as if such invalid or unenforceable term or provision were omitted.

         22. Successors. The terms of this Agreement shall be binding upon the
Pledgor and its corporate successors and shall inure to the benefit of Pledgee,
its corporate successors and any holder, owner or assignee of any rights in the
Pledged Stock and will be enforceable by them as their interest may appear.

         23. Third Parties. Nothing herein expressed or implied is intended or
shall be construed to give any person other than the parties hereto any rights
or remedies under this Agreement.

         24. Saturdays, Sundays and Holidays. Where this Agreement authorizes or
requires a payment or performance on a Saturday, Sunday or public holiday, such
payment or performance shall be deemed to be timely if made on the next
succeeding business day.

                                       11
<PAGE>   12
         25. Joint Preparation. This Agreement shall be deemed to have been
prepared jointly by the parties hereto. Any ambiguity herein shall not be
interpreted against any party hereto and shall be interpreted as if each of the
parties hereto had prepared this Agreement.

         26. Rules of Construction. In this Agreement, words in the singular
number include the plural, and in the plural include the singular; words of the
masculine gender include the feminine and the neuter, and when the sense so
indicates words of the neuter gender may refer to any gender and the word "or"
is disjunctive but not exclusive. The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience. They do not define,
limit or describe the scope or intent of the provisions of this Agreement.

         27. Notices. All notices, demands or requests required or permitted to
be given to either party hereto shall be in writing and shall be deemed given if
delivered personally, sent by reputable overnight courier, with acknowledgment
of receipt requested, or mailed by registered, overnight or certified mail ,
with full postage paid thereon, return receipt requested (such notice to be
effective on the date such receipt is acknowledged), as follows:

                  Pledgor:
                  BritWill Investments-I, Inc.
                  15300 North 90th Street
                  Suite 100
                  Scottsdale, Arizona  85260
                  Attn:  Michael A. Jeffries
                         Nir E. Margalit

                  Pledgee:
                  Omega Healthcare Investors, Inc.
                  900 Victors Way, Suite 350
                  Ann Arbor, Michigan 48106
                  Attn:  Essel W. Bailey, Jr.

or to such place and with such other copies as Pledgor or Pledgee may designate
for itself by written notice to the other.

         28. Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing and delivering one or more
counterparts.

         29. Choice of Law; Jurisdiction, Venue, Service of Process. The parties
hereto agree that certain material events, occurrences and transactions relating
to this Agreement bear a reasonable relationship to the State of Michigan. The
validity, terms, performance and enforcement of this Agreement shall be governed
by those laws of the State of Michigan which are applicable to agreements which
are negotiated, executed, delivered and performed solely in the State of
Michigan. The State and Federal District Courts located in the State of Michigan
shall have exclusive jurisdiction and venue of any action or proceeding arising
out of or related to the negotiation, execu-


                                       12
<PAGE>   13
tion, delivery, performance, breach or enforcement of this Agreement or any
other agreement, document or instrument negotiated, executed, delivered, entered
into or performed in connection with this Agreement or any of the transactions
contemplated hereby or thereby; any waiver, modification, amendment or
termination hereof or thereof or any action taken or omission made by the
Pledgor or the Pledgee or any of their respective directors, officers,
employees, agents or attorneys in connection with the payment, performance,
exercise or enforcement of any right, duty or obligation created or implied
hereby or thereby or arising hereunder or thereunder; regardless of whether any
claim, counterclaim or defense in any such action, suit or proceeding is
characterized as arising out of fraud, negligence, recklessness, intentional
misconduct, a breach of contract or fiduciary duty, or violation of a statute,
law, ordinance, rule or regulation. The parties hereto hereby irrevocably
consent to the personal jurisdiction of such courts, to such venue and to the
service of process in the manner provided for the giving of notices in this
Agreement. The parties hereto hereby waive all objections to such jurisdiction
and venue including those which might be based upon inconvenience or the nature
of the forum.

         30. Waiver of Jury Trial. The Pledgor hereby voluntarily, knowingly,
irrevocably and unconditionally waives and relinquishes its Right to Trial by
Jury under the Constitution of the United States of America or of the State of
Michigan or any other constitution, statute or law in any civil legal action,
suit or proceeding arising out of or related to the negotiation, execution,
delivery, performance, breach or enforcement of this Agreement or any other
agreement, document or instrument negotiated, executed, delivered, entered into
or performed in connection with this Agreement or any of the transactions
contemplated hereby or thereby; any waiver, modification, amendment or
termination hereof or thereof or any action taken or omission made by the
Pledgor or the Pledgee or any of their respective directors, officers,
employees, agents or attorneys in connection with the payment, performance,
exercise or enforcement of any right, duty or obligation created or implied
hereby or thereby or arising hereunder or thereunder; regardless of whether any
claim, counterclaim or defense in any such action, suit or proceeding is
characterized as arising out of fraud, negligence, recklessness, intentional
misconduct, a breach of contract or fiduciary duty, or violation of a statute,
law, ordinance, rule or regulation.

                         [SIGNATURES ON FOLLOWING PAGES]

                                       13
<PAGE>   14
         IN WITNESS WHEREOF, the parties have executed this Pledge Agreement as
of the date first above stated.

                                        PLEDGOR:

                                        BRITWILL INVESTMENTS-I, INC.,
                                        a Delaware corporation


                                        By:

                                        Its:


                                        PLEDGEE:

                                        OMEGA HEALTHCARE INVESTORS, INC.,
                                        a Maryland corporation


                                        By:

                                        Its:

                                       14
<PAGE>   15
                                   EXHIBIT A-1

                               ASSIGNMENT IN BLANK
                                 (Certificated)


         For value received, BRITWILL INVESTMENTS-I, INC., a Delaware
corporation ("ASSIGNOR"), sells, assigns and transfers to
______________________________________ ("ASSIGNEE"), a ___% of the Stock in
Cedar Care, Inc., an Indiana corporation (the "COMPANY"), represented by
certificate no. ___________ dated ________________ (the "INTEREST"), and further
irrevocably appoints OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation,
as attorney in fact to transfer the Interest on the books of the Company, with
full power of substitution and resubstitution (which power shall survive the
dissolution of Assignor).


                                             BRITWILL INVESTMENTS-I, INC.,
                                             a Delaware corporation


Dated:   __________, _____                   By:      __________________________

                                             Its:     __________________________


                                             Signature Guaranteed:



                                             By:      __________________________
<PAGE>   16
                                   EXHIBIT A-2

                               ASSIGNMENT IN BLANK
                                (Uncertificated)


         For value received, BRITWILL INVESTMENTS-I, INC., a Delaware
corporation ("ASSIGNOR"), sells, assigns and transfers to
______________________________________ ("ASSIGNEE"), a ___% of the Stock in
Sherwood Healthcare Corp., an Indiana corporation (the "COMPANY"), represented
by certificate no. ___________ dated ________________ (the "INTEREST"), and
further irrevocably appoints OMEGA HEALTHCARE INVESTORS, INC., a Maryland
corporation, as attorney in fact to transfer the Interest on the books of the
Company, with full power of substitution and resubstitution (which power shall
survive the dissolution of Assignor).


                                            BRITWILL INVESTMENTS-I, INC.,
                                            a Delaware corporation


Dated:   __________, _____                  By:      ___________________________

                                            Its:     ___________________________


                                            Signature Guaranteed:



                                            By:      ___________________________
<PAGE>   17
                                   EXHIBIT B-1

                    INSTRUCTION TO ISSUER TO REGISTER PLEDGE

TO:               CEDAR CARE, INC.
                  ("ISSUER")

FROM:    BRITWILL INVESTMENTS-I, INC.
                  ("PLEDGOR")

                  Re:      Security Interest granted in  ___% of the outstanding
                           Stock in the Issuer

Ladies & Gentlemen:

         BritWill Investments-I, Inc. ("PLEDGOR") has entered into a Pledge
Agreement dated as of ______________, 199_, as amended (the "PLEDGE AGREEMENT")
in favor of OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation
("PLEDGEE"). Pursuant to the Pledge Agreement, Pledgor has granted a security
interest (the "PLEDGE") in the following uncertificated securities of the
Issuer:

         ____% of the outstanding Stock

(the "PLEDGED STOCK"). Pledgor hereby instructs the Issuer to register this
grant of security interest in the Pledged Stock on its books and records.
Pledgor hereby warrants to Issuer that its tax payer identification number is
_____________________.

                  Until the due presentment by Pledgee to the Issuer of an
instruction releasing the Pledge, Pledgor hereby irrevocably instructs, directs
and authorizes the Issuer to:

         1.       Register subject to the Pledge any uncertificated securities
                  issued in exchange for or distributed with respect to the
                  Pledged Stock;

         2.       Delivered to the Pledgee at the address set forth below any
                  certificated securities issued in exchange for or distributed
                  with respect to the Pledged Stock;

         3.       Pay to the Pledgee any monies paid in exchange for or in
                  redemption of part or all of the Pledged Stock;

         4.       Upon the due presentment of a transfer instruction from the
                  Pledgee:

                  (i)      Register the transfer of the Pledged Stock to the new
                           owner free of the Pledge, if the instruction
                           specifies a new owner, who may be the Pledgee, and
                           does not specify a pledgee;
<PAGE>   18
                  (ii)     Register the transfer of the Pledged Stock to the new
                           owner subject to the interest of the Pledgee, if the
                           instruction specifies a new owner and the Pledgee; or

                  (iii)    Register the release of the security from the Pledge
                           and register the pledge of the Pledged Stock to a new
                           pledgee, if the instruction specifies the existing
                           owner and a new pledgee.

         5.       Not allow Pledgor to sell, assign, pledge, exercise any
                  conversion right or otherwise transfer the Pledged Stock
                  without the Issuer receiving the prior written or telecopied
                  signed consent of Pledgee.

         If Pledgee informs the Issuer in writing or by telecopy that an Event
of Default has occurred under the Pledge Agreement, the Issuer shall deliver or
transfer, upon the written or telecopy request therefor of Pledgee, any or all
of the Pledged Stock as directed by Pledgee. Any delivery or transfer so made
shall be deemed authorized by the Pledgor and Pledgor shall not assert any claim
or liability against you for so transferring the Pledged Stock or any portion of
it.

         Until the Issuer receives written or telecopy notice of the occurrence
of an Event of Default, Pledgor shall be permitted to receive interest, cash
dividends or other cash distributions on the Pledged Stock. If Pledgee informs
the Issuer in writing or by telecopy that an Event of Default has occurred under
the Pledge Agreement, then all interest, cash dividends or other cash
distributions shall be delivered to the Pledgee.

         Please acknowledge your registration of the Pledge by delivering a copy
of the accompanying "Acknowledgment of Receipt of Instruction to Issuer to
Register Pledge" to the Pledgee. Please send all notices or deliveries to
Pledgee, to the following address:

                  Omega Healthcare Investors, Inc.
                  900 Victors Way, Suite 350
                  Ann Arbor, Michigan 48108
                  Telephone: (734) 887-0200

or to such place as Pledgee may designate for itself by written notice to the
Issuer.

         Until you have received the Pledgee's signed written statement that the
security interest of the Pledge Agreement has been released, the terms of this
Instruction may not be amended without the Pledgee's written or telecopied
consent.
<PAGE>   19
Dated:   ______________, ____                PLEDGOR:

                                             BRITWILL INVESTMENTS-I, INC.


                                             By:   _____________________________

                                             Its:  _____________________________

                                             Signature Guaranteed:



                                             By:   _____________________________
<PAGE>   20
                                   EXHIBIT B-2

                    INSTRUCTION TO ISSUER TO REGISTER PLEDGE

TO:      SHERWOOD HEALTHCARE CORP.
         ("ISSUER")

FROM:    BRITWILL INVESTMENTS-I, INC.
         ("PLEDGOR")

                  Re:      Security Interest granted in  ___% of the outstanding
                           Stock in the Issuer

Ladies & Gentlemen:

         BritWill Investments-I, Inc. ("PLEDGOR") has entered into a Pledge
Agreement dated as of ______________, 199_, as amended (the "PLEDGE AGREEMENT")
in favor of OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation
("PLEDGEE"). Pursuant to the Pledge Agreement, Pledgor has granted a security
interest (the "PLEDGE") in the following uncertificated securities of the
Issuer:

         ____% of the outstanding Stock

(the "PLEDGED STOCK"). Pledgor hereby instructs the Issuer to register this
grant of security interest in the Pledged Stock on its books and records.
Pledgor hereby warrants to Issuer that its tax payer identification number is
_____________________.

                  Until the due presentment by Pledgee to the Issuer of an
instruction releasing the Pledge, Pledgor hereby irrevocably instructs, directs
and authorizes the Issuer to:

         1.       Register subject to the Pledge any uncertificated securities
                  issued in exchange for or distributed with respect to the
                  Pledged Stock;

         2.       Delivered to the Pledgee at the address set forth below any
                  certificated securities issued in exchange for or distributed
                  with respect to the Pledged Stock;

         3.       Pay to the Pledgee any monies paid in exchange for or in
                  redemption of part or all of the Pledged Stock;

         4. Upon the due presentment of a transfer instruction from the Pledgee:

                  (i)      Register the transfer of the Pledged Stock to the new
                           owner free of the Pledge, if the instruction
                           specifies a new owner, who may be the Pledgee, and
                           does not specify a pledgee;
<PAGE>   21
                  (ii)     Register the transfer of the Pledged Stock to the new
                           owner subject to the interest of the Pledgee, if the
                           instruction specifies a new owner and the Pledgee; or

                  (iii)    Register the release of the security from the Pledge
                           and register the pledge of the Pledged Stock to a new
                           pledgee, if the instruction specifies the existing
                           owner and a new pledgee.

         5.       Not allow Pledgor to sell, assign, pledge, exercise any
                  conversion right or otherwise transfer the Pledged Stock
                  without the Issuer receiving the prior written or telecopied
                  signed consent of Pledgee.

         If Pledgee informs the Issuer in writing or by telecopy that an Event
of Default has occurred under the Pledge Agreement, the Issuer shall deliver or
transfer, upon the written or telecopy request therefor of Pledgee, any or all
of the Pledged Stock as directed by Pledgee. Any delivery or transfer so made
shall be deemed authorized by the Pledgor and Pledgor shall not assert any claim
or liability against you for so transferring the Pledged Stock or any portion of
it.

         Until the Issuer receives written or telecopy notice of the occurrence
of an Event of Default, Pledgor shall be permitted to receive interest, cash
dividends or other cash distributions on the Pledged Stock. If Pledgee informs
the Issuer in writing or by telecopy that an Event of Default has occurred under
the Pledge Agreement, then all interest, cash dividends or other cash
distributions shall be delivered to the Pledgee.

         Please acknowledge your registration of the Pledge by delivering a copy
of the accompanying "Acknowledgment of Receipt of Instruction to Issuer to
Register Pledge" to the Pledgee. Please send all notices or deliveries to
Pledgee, to the following address:

                  Omega Healthcare Investors, Inc.
                  900 Victors Way, Suite 350
                  Ann Arbor, Michigan 48108
                  Telephone: (734) 887-0200

or to such place as Pledgee may designate for itself by written notice to the
Issuer.

         Until you have received the Pledgee's signed written statement that the
security interest of the Pledge Agreement has been released, the terms of this
Instruction may not be amended without the Pledgee's written or telecopied
consent.
<PAGE>   22
Dated:   ______________, _____               PLEDGOR:

                                             BRITWILL INVESTMENTS-I, INC.


                                             By:   _____________________________

                                             Its:  _____________________________

                                             Signature Guaranteed:



                                             By:   _____________________________
<PAGE>   23
                            ACKNOWLEDGMENT OF RECEIPT
                   OF INSTRUCTION TO ISSUER TO REGISTER PLEDGE

To:      Omega Healthcare Investors, Inc.
         900 Victors Way, Suite 350
         Ann Arbor, Michigan 48108


         Cedar Care, Inc., an Indiana corporation (the "ISSUER") hereby
acknowledges the receipt of the Instructions to Issuer to Register Pledge dated
___________ __, 1999 (the "INSTRUCTIONS"), and that the pledge of the following
securities of the Issuer (the "PLEDGED STOCK"):

         ___% of the outstanding Stock

to OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("OMEGA"), pursuant
to the Pledge Agreement dated ____________ __, 1999, as amended, between Omega
and BRITWILL INVESTMENTS-I, INC., a Delaware corporation, has been registered on
the books and records of the Issuer. The Issuer has no knowledge of any adverse
claims with respect to the Pledged Stock and agrees to abide the Instructions.

Dated:   ___________, _____
                                        CEDAR CARE, INC., an Indiana corporation


                                        By:   _______________________________

                                        Its:  _______________________________
<PAGE>   24
                            ACKNOWLEDGMENT OF RECEIPT
                   OF INSTRUCTION TO ISSUER TO REGISTER PLEDGE

To:      Omega Healthcare Investors, Inc.
         900 Victors Way, Suite 350
         Ann Arbor, Michigan 48108


         Sherwood Healthcare Corp., an Indiana corporation (the "ISSUER") hereby
acknowledges the receipt of the Instructions to Issuer to Register Pledge dated
___________ __, 1999 (the "INSTRUCTIONS"), and that the pledge of the following
securities of the Issuer (the "PLEDGED STOCK"):

         ___% of the outstanding Stock

to OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("OMEGA"), pursuant
to the Pledge Agreement dated ____________ __, 1999, as amended, between Omega
and BRITWILL INVESTMENTS-I, INC., a Delaware corporation, has been registered on
the books and records of the Issuer. The Issuer has no knowledge of any adverse
claims with respect to the Pledged Stock and agrees to abide the Instructions.

Dated:   ___________, 199_

                                            SHERWOOD HEALTHCARE CORP.,
                                            an Indiana corporation


                                            By:   ______________________________

                                            Its:  ______________________________