<PAGE>   1
                                                                    EXHIBIT 10.2


                    FIRST AMENDMENT TO OMEGA NEW MASTER LEASE


         THIS FIRST AMENDMENT TO OMEGA NEW MASTER LEASE ("First Amendment") is
dated as of February 1, 1999 and is entered into by OMEGA HEALTHCARE INVESTORS,
INC., a Maryland corporation, having its principal office at 900 Victors Way,
Suite 350, Ann Arbor, Michigan 48108 ("Lessor"), and the entities designated
Lessees on the signature page hereof (each a "Lessee" and collectively,
"Lessees").

                                    RECITALS
                                    --------

         This First Amendment is made and entered into with reference to the
     following recitals:

         A.    Capitalized terms used and not otherwise defined herein have the
               respective meanings given them in the Omega New Master Lease (as
               hereinafter defined).

         B.    Pursuant to the Orders under Bankruptcy Code Sections 363(f) and
               365 (i) Approving Sale Leaseback Transaction Regarding Signature
               Facilities entered by the United States Bankruptcy Court for the
               District of Arizona in the jointly-administered Chapter 11 cases
               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)("Cases"), effective December 31, 1998, Lessor
               acquired the Signature Facilities and Lessor and the Signature
               Subsidiaries entered into a lease of the Signature Facilities
               ("Omega New Master Lease").

         C.    In accordance with Debtors' First Amended Joint Plan of
               Reorganization dated October 15, 1998, as amended ("Plan"), which
               was confirmed with respect to the Cases effective January 31,
               1999, the Omega New Master Lease (as amended) shall encompass,
               assume, restate and supercede the Existing Leases of the Britwill
               Indiana Facilities, BritWill-II November 1993 Facilities and
               BritWill-II December 1994 Facilities.

         D.    Lessor and Lessees are entering into this First Amendment for the
               purpose of adding Brit Indiana and Brit-II as Lessees,
               accomplishing such assumption of the Existing Leases and amending
               certain provisions of the Omega New Master Lease.

     NOW, THEREFORE, in consideration of the foregoing, and of other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties to this First Amendment agree as follows:

         1.    The BritWill Indiana Facilities, BritWill-II November 1993
               Facilities and BritWill-1994 Facilities are hereby added to the
               Omega New Master Lease.

         2.    Each of the Existing Leases is hereby assumed, amended,
               supplemented, superseded and replaced by the Omega New Master
               Lease, subject only to the provisions of Section 4 hereof with
               respect to the Indiana Returned Facilities.

<PAGE>   2

         3.    Lessees acknowledge and agree that they are jointly and severally
               liable to Lessor for the payment of all amounts due Lessor from,
               and the performance of all obligations of, any one or more or all
               of the Lessees under the Omega New Master Lease, as set forth
               therein.

         4.    Upon the terms and conditions set forth in the Indiana Returned
               Facilities Agreement, BritWill Indiana has agreed to release and
               relinquish to Lessor any and all right, title and interest in and
               to the Indiana Returned Facilities, and Lessor has agreed to
               terminate the Omega New Master Lease with respect to the Indiana
               Returned Facilities, after the Indiana Returned Facilities
               License Transfer. Pending the Indiana Returned Facilities
               Transfer, notwithstanding anything to the contrary elsewhere in
               the Omega New Master Lease:

               a. All revenue and expenses in connection with the ownership and
               operation of the Indiana Returned Facilities which accrue during
               the Interim Operating Period shall be for the account and
               liability of Lessor. Lessees shall disburse Indiana Returned
               Facilities Gross Revenue in the following order of priority:

                          First, to pay the Indiana Returned Facilities Interim
                          Manager a management fee of five percent (5%) of
                          Indiana Returned Facilities Gross Revenue, which fee
                          shall accrue if not paid at any time during the
                          Interim Operating Period and shall be payable in the
                          first order of priority out of Indiana Returned
                          Facilities Gross Revenue in succeeding months, and if
                          not paid during the Interim Operating Period shall be
                          paid by Lessor as soon as the amount accrued and
                          unpaid shall be determined;

                          Next, to pay Indiana Returned Facilities Operating
                          Expenses that accrue and become due during the Interim
                          Operating Period, as and when the payment of the same
                          is due without penalty or interest (operating expenses
                          that accrue prior to the Interim Operating Period
                          being the responsibility of Brit Indiana, and not
                          Lessor, as set forth in the Indiana Returned
                          Facilities Agreement);

                          Next, to pay Additional Charges with respect to the
                          Indiana Returned Facilities which accrue and become
                          payable during the Interim Operating Period
                          (Additional Charges with respect to the Indiana
                          Returned Facilities that accrue prior to the Interim
                          Operating Period being the responsibility of Brit
                          Indiana, and not Lessor, as set forth in the Indiana
                          Returned Facilities Agreement);

                          Next, to pay to Lessor the Indiana Returned Facilities
                          Net Cash Flow, if any. Indiana Returned Facilities Net
                          Cash Flow for a calendar month, if any, shall be paid
                          to Lessor within fifteen (15) business days after the
                          same has been determined, subject to reasonable and
                          appropriate reserves approved by Lessor for the
                          payment of future Indiana Returned Facilities
                          Operating Expenses that are reasonably expected to
                          accrue and become due and payable during the Interim
                          Operating Period, provided, however, that any and all
                          Indiana Returned Facilities Net Cash Flow that has not
                          been previously paid to Lessor on or before the
                          Indiana Returned Facilities Lease Termination Date
                          shall be paid to Lessor within fifteen (15) business
                          days

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<PAGE>   3
                          after such date, except that any such Indiana Returned
                          Facilities Net Cash Flow received by Lessees after the
                          Indiana Returned Facilities Lease Termination Date
                          shall be paid to Lessor within fifteen (15) Business
                          Days after receipt thereof.

                          If Gross Revenues are insufficient to pay any Indiana
                          Returned Facilities Operating Expense or Additional
                          Charge which accrues and is payable during the Interim
                          Operating Period as and when such Indiana Returned
                          Facilities Expense or Additional Charge becomes due,
                          upon Notice Lessor shall supply Lessees with such
                          additional funds as are necessary for such payment.

                  b.      Except for the payment thereof in the order of
                          priority set forth in the preceding subparagraph out
                          of, and only to the extent of, available Indiana
                          Returned Facilities Gross Revenue, Lessees shall not
                          be responsible for the payment of Additional Charges
                          that are payable and accrue with respect to the
                          Indiana Returned Facilities during the Interim
                          Operating Period, provided, however, that Lessees
                          shall give Lessor such Notice as is feasible of the
                          due date and the amount of any Additional Charges
                          which accrue and are due during such period and which
                          exceed the Indiana Returned Facilities Gross Revenues
                          available to Lessees for the payment thereof on or
                          before the date on which such Additional Charges are
                          due and payable without penalty. Lessees shall have no
                          obligation to pay with respect to the Indiana Returned
                          Facilities the site inspection fee required under
                          Section 3.2 of the Omega New Master Lease or any other
                          fee, charge or expense except as otherwise set forth
                          in this First Amendment.

                  c.      The failure of Lessees to pay with respect to the
                          Indiana Returned Facilities any amount due, other than
                          Indiana Returned Facilities Net Cash Flow payable to
                          Lessor, or to perform any act required under the
                          Lease, during the Interim Operating Period, shall not
                          constitute an Event of Default if at the time such
                          amount is due or such act is required to be performed
                          sufficient Indiana Returned Facilities Gross Revenues
                          are not available to Lessees to enable Lessees to pay
                          such amount or to pay for the performance of such act
                          and Lessor, after receipt of timely Notice from
                          Lessees, fails to provide Lessees with such additional
                          funds as may be necessary at the time to pay such
                          amount or pay for the performance of such act,
                          provided, however, that a violation by Lessees during
                          such period of any Legal Requirement or Insurance
                          Requirement applicable to the Indiana Returned
                          Facilities, resulting from willful misconduct or gross
                          negligence on the part of Lessees, beyond any
                          applicable grace or cure period provided in the Omega
                          New Master Lease shall constitute an Event of Default
                          as provided in Section 16.1.17.

                  d.      No Obligation or Right to Make Capital Improvements
                          Lessees shall have neither the right nor the
                          obligation to make any capital improvements to the
                          Indiana Returned Facilities without the express
                          written approval of Lessor, whether or not made
                          necessary as a result of a Legal Requirement

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<PAGE>   4

                          or an Insurance Requirement, damage from a casualty, a
                          Taking or deterioration, and without Lessor's prior
                          written approval Lessees shall only be obligated to
                          make such capital repairs and restoration as may
                          reasonably be required in an emergency in which time
                          does not permit Lessees to obtain such written
                          approval, and Lessor shall promptly reimburse Lessees
                          for the reasonable cost of any such emergency repairs.
                          Lessor alone shall in its discretion decide whether or
                          not to repair, restore and rebuild an Indiana Returned
                          Facility following a casualty. In the event of a
                          casualty that prevents carrying on the normal
                          operation of an Indiana Returned Facility for any
                          period in excess of five (5) business days, and if,
                          upon Notice from Lessees, Lessor does not make
                          arrangements reasonably satisfactory to Lessees to
                          cause the damaged property within thirty (30) days of
                          the date of the casualty to be restored to the extent
                          that the interference with the normal operation of
                          such Facility is eliminated, Lessees shall have the
                          right to terminate this Lease as to the damaged
                          Indiana Returned Facility upon at least fifteen (15)
                          days prior written notice to Lessor. Notwithstanding
                          the foregoing, Lessees may take any action reasonably
                          required of Lessees to maintain the licenses to
                          operate the Indiana Returned Facilities as healthcare
                          providers until such time as Lessees are relieved of
                          any and all obligations thereunder with respect to the
                          Indiana Returned Facilities, and Lessees shall not be
                          liable to Lessor for any such reasonable actions
                          taken.

                  e.      No Right to Proceeds of Insurance and Condemnation
                          Awards. Except for the purpose of paying any Accrued
                          Fees, Lessees shall have no right to retain any Net
                          Proceeds received or receivable with respect to the
                          Indiana Returned Facilities.

                  f.      No Right or Obligation to Contest. Lessees shall
                          neither be required nor permitted to engage in any
                          contest of any Legal Requirement or Insurance
                          Requirement applicable to the Indiana Returned
                          Facilities without prior Notice to, and the approval
                          of, Lessor.

                  g.      Management Agreement Approved. Lessor hereby approves
                          the Indiana Returned Facilities Interim Management
                          Agreement between Lessees and Indiana Returned
                          Facilities Interim Manager dated February 1, 1999. Any
                          amendment of the Indiana Returned Facilities
                          Management Agreement shall be ineffective without the
                          prior, written approval of the parties hereto.

                  h.      Authority and Responsibility of Lessees. The current
                          licensee of the Indiana Returned Facilities shall
                          remain the responsible licensee thereof and as such
                          shall retain complete responsibility and legal
                          liability for all the patient care and for the overall
                          supervision and control of the business, assets and
                          properties which are part of the Indiana Returned
                          Facilities.

                  i.     Interpretation of Omega New Master Lease with Respect
                          to Indiana Returned Facilities. Lessor and Lessees
                          originally intended the Indiana Returned Facilities
                          Lease Termination Date to be January 31, 1999.

                                       4
<PAGE>   5

                          Because processing of required licensure applications
                          is not complete, Lessor and Lessees are agreeing to
                          include the Indiana Returned Facilities among the
                          Facilities covered by the Omega New Master Lease. The
                          intent of Lessor and Lessees with respect to the
                          Indiana Returned Facilities is to give Lessor from and
                          after February 1, 1999 the same economic benefit, and
                          to impose upon Lessor the same economic burdens, as if
                          the Indiana Returned Facilities were not included in
                          the Omega New Master Lease, and Lessor and Lessees
                          intend that the Omega New Master Lease be interpreted
                          and construed consistent with the foregoing intent and
                          with the provisions of the Indiana Returned Facilities
                          Agreement.

                  j.      Indemnification of Lessees. Lessor shall protect,
                          indemnify, save harmless and defend Lessees, their
                          principals, officers, directors and agents and
                          employees for, from and against all liabilities,
                          obligations, claims, damages, penalties, causes of
                          action, costs and expenses (including, without
                          limitation, reasonable attorneys' fees and expenses),
                          to the extent permitted by law, imposed upon or
                          incurred by or asserted against Lessees or any of them
                          by reason of the inclusion of the Indiana Returned
                          Facilities as Facilities leased under the Omega New
                          Master Lease during the Interim Operating Period,
                          excluding any such liabilities, obligations, claims,
                          damages, penalties, causes of action, costs and
                          expenses (including, without limitation, reasonable
                          attorneys' fees and expenses) arising out of the gross
                          negligence or willful misconduct of Lessees or Manager
                          or the agents or employees of Lessees or Manager.

                  k.      Termination of Lease with Respect to Indiana Returned
                          Facilities. The Omega New Master Lease shall terminate
                          with respect to the Indiana Returned Facilities on the
                          Indiana Returned Facilities Lease Termination Date.
                          Lessees shall have the right to terminate this Lease
                          as to the Indiana Returned Facilities on the Indiana
                          Returned Facilities Termination Date by Notice to
                          Lessor if Lessor fails to provide funds to Lessees for
                          the payment of Accrued Management Fees, Indiana
                          Returned Facilities Operating Expenses and Additional
                          Charges as required under Section 4.a., above or any
                          other sums due from Lessor with respect to the Indiana
                          Returned Facilities, within five (5) Business Days
                          after a Notice from Lessees' as to the amount and
                          purpose of such funds.

                  Except as hereinabove provided, the terms and conditions of
the Omega New Master Lease shall be fully applicable to the Indiana Returned
Facilities until the Indiana Returned Facilities Lease Termination Date without
further modification or amendment.

         5. The definitions set forth in Article II of the Omega New Master
Lease are amended as follows:

                           Accrued Fees: Fees payable to the Indiana Returned
                  Facilities Interim Manager under the Indiana Returned
                  Facilities Interim Management Agreement and this First
                  Amendment which are due as provided herein but are unpaid.


                                       5
<PAGE>   6


                          Additional Texas Facilities Land: The real property
             described in Exhibit K-1, Exhibit K-2 and Exhibit K-3 attached to
             this Lease.

                          Effective Date: As to the Signature Facilities,
             December 31, 1998; as to the BritWill Indiana Facilities,
             BritWill-II November 1993 Facilities and BritWill-II December 1994
             Facilities, February 1, 1999.

                          Indiana Returned Facilities Agreement: The Indiana
             Returned Facilities Agreement between Lessor and BritWill Indiana
             dated as of the date of this First Amendment.

                          Indiana Returned Facilities Gross Revenue: The Gross
             Revenues received or receivable from or by reason of the operation
             of the Indiana Returned Facilities during the Interim Operating
             Period.

                          Indiana Returned Facilities Interim Management
             Agreement: The Indiana Returned Facilities Interim Management
             Agreement between Lessees and Indiana Returned Facilities Interim
             Manager of even date herewith.

                          Indiana Returned Facilities Interim Manager: RainTree
             Healthcare Corporation.

                          Indiana Returned Facilities Lease Termination Date:
             The earlier of (a) the last day of the month in which the operation
             of the Indiana Returned Facilities may lawfully be transferred to
             an entity of Lessor's choice which has been legally licensed to
             operate the Indiana Returned Facilities, (b) the date which is ten
             (10) Business Days after a Notice from Lessees to Lessor in which
             Lessees elect to terminate the Omega New Master Lease as to the
             Indiana Returned Facilities pursuant to Section 4.k., above and (c)
             September 1, 1999.

                          Indiana Returned Facilities License Transfer: The
             transfer to Lessor's designee, or issuance directly to Lessor's
             designee, as the case may be, of all licenses and permits required
             for the continuation of the operation of the Indiana Returned
             Facilities in the manner in which such Facilities are being
             operated on February 1, 1999, provided, however, that Lessees shall
             have no obligation to incur any costs in connection with any
             transfer or direct issuance to Lessor's designee of such licenses
             and permits.

                          Indiana Returned Facilities Net Cash Flow: For the
             Interim Operating Period, Indiana Returned Facilities Gross Revenue
             minus Indiana Returned Facilities Operating Expenses.

                          Indiana Returned Facilities Operating Expenses:
             Expenses which accrue and are payable in the ordinary course of
             business during the Interim Operating Period for the operation of
             the Indiana Returned Facilities.


                                       6
<PAGE>   7

                          Interim Operating Period: The period from February 1,
               1999 through the Indiana Returned Facilities Lease Termination
               Date.

                          Omega Master Lease Guarantee: The New Omega Master
               Lease Guarantee dated December 31, 1998.

          6.   Section 8.3.1.3 of the Omega New Master Lease is amended to read
               as follows:

               Lessees' Consolidated Current Ratio. At all times during the Term
               (including any Extended Term), Lessees shall maintain Lessees'
               Consolidated Current Ratio of at least 1.2.

          7.   Section 8.3.1.4 of the Omega New Master Lease is amended to read
               as follows:

               Lessees' Consolidated Fixed Charge Ratio. Lessees shall maintain
               a Lessees' Consolidated Fixed Charge Ratio for 1999 of at least
               1.4, for 2000 of at least 1.5 and at all times after January 1,
               2001 of at least 1.55.

          8.   Section 8.3.1.5 of the Omega New Master Lease is amended to read
               as follows:

               Limitation of Distributions. In or with respect to Lease Year
               1999 and any subsequent Lease Year, excluding the distribution of
               the proceeds of Omega's Signature Facilities Investment, Lessees
               shall not pay or distribute to their shareholders or any
               Affiliate in the form of dividends, fees for management in excess
               of those fees Lessees are required by the terms of the Management
               Agreement to pay, or for any other services or reimbursements for
               shareholder expenditures or overhead on behalf of Lessees unless
               (A) after any and all such payments and distributions (i)
               Lessees' Consolidated Tangible Net Worth equals or exceeds the
               amount required by Section 8.3.1.2 above, and (ii) Lessees'
               Consolidated Current Ratio is at least 1.2, and (B) Lessees have
               maintained, for the four (4) calendar quarters immediately
               preceding any such payments and distributions, a Lessees'
               Consolidated Fixed Charge Ratio as required by Section 8.3.1.4.

          9.   Section 13 of the Omega New Master Lease is amended by the
               addition of the following Subsection 13.9:

                    "13.9. The insurance provided by Lessees pursuant to Section
               13.1.4 shall be written on an 'occurrence' and not a 'claims made
               basis. In the event that the insurance provided by Lessees
               pursuant to Section 13.1.5 is written on a 'claims made' basis,
               Lessees shall also provide continuous coverage for claims arising
               during the Term either by obtaining an endorsement providing for
               an extended reporting period reasonably acceptable to Lessor in
               the event such policy is canceled or not renewed for any reason
               whatsoever, or by obtaining 'tail' insurance coverage converting
               such policy to an 'occurrence' basis policy providing coverage
               for a period of at least three (3) years beyond the expiration of
               the Term."



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<PAGE>   8

          10.  Exhibit H "Minimum Rent" is amended to read in its entirety as
               set forth on attached EXHIBIT A.

          11.  The Minimum Rent for the BritWill Indiana Group of Facilities,
               the BritWill-II November 1993 Group of Facilities and the
               BritWill-II December 1994 Group of Facilities for the Stub
               Period, the monthly installments thereof payable on or before the
               twelfth (12th) day of each calendar month during the Stub Period
               and the Minimum Rent for the Stub Period annualized for each such
               Group of Facilities shall be:





<TABLE>
<CAPTION>

GROUP OF FACILITIES                     MINIMUM RENT FOR        MONTHLY INSTALLMENT     MINIMUM RENT FOR STUB
                                        STUB PERIOD             PAYABLE DURING          PERIOD ANNUALIZED
                                                                STUB PERIOD

<S>                                     <C>                     <C>                     <C>
BritWill Indiana Facilities             $1,061,675.23           $96,515.93              $1,158,191.16

BritWill-II November 1993 Facilities    $1,092,693.58           $99,335.78              $1,192,029.36

BritWill-II December 1994 Facilities    $569,024.72             $51,729.52              $620,754.24
</TABLE>


          11.  Except as expressly amended hereby, the Omega New Master Lease is
               in full force and effect without amendment or modification.


                             SIGNATURE PAGES FOLLOW




                                       8
<PAGE>   9







         IN WITNESS WHEREOF, the parties have executed this Lease by their duly
authorized officers as of the date first above written.

                                     LESSOR:

                                               Omega Healthcare Investors, Inc.,
                                               a Maryland corporation

                                               By:
                                                  ------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                     ---------------------------

LESSEES:

                                               BritWill Indiana Partnership,
                                               an Arizona general partnership

                                               By: BritWill Investments-I, Inc.,
                                               a Delaware corporation, its
                                               General Partner

                                               By:
                                               Name:
                                               Title:


                                               BritWill Investments-II, Inc.,
                                               a Delaware corporation

                                               By:
                                                  ------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                               Amberwood Court, Inc., a
                                               Colorado corporation

                                               By:
                                                  ------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                     ---------------------------

                                       9
<PAGE>   10

                                               The Arbors Health Care
                                               Center, Inc.,
                                               an Arizona corporation

                                               By:
                                                  ------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                     ---------------------------

                                               Brookshire House, Inc., a
                                               Colorado corporation

                                               By:
                                                  ------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                     ---------------------------


                                               Christopher Nursing Center, Inc.,
                                               a Colorado corporation

                                               By:
                                                  ------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------


                                               Los Arcos, Inc., a Colorado
                                               corporation

                                               By:
                                                  ------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

                                               Pueblo Norte, Inc., a Colorado
                                               corporation


                                       10
<PAGE>   11


                                               By:
                                                  ------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------


                                               Rio Verde Nursing Center, Inc.,
                                               a Colorado corporation

                                               By:
                                                  ------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------



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