OMEGA WORLDWIDE, INC.
                           CHANGE IN CONTROL AGREEMENT


         THIS CHANGE IN CONTROL  AGREEMENT (the  "Agreement") is made as of
March 24, 2000 (the  "Effective  Date") by and between ESSEL W. BAILEY, JR.
(the "Officer"), and OMEGA WORLDWIDE, INC., a Maryland corporation.

         WHEREAS,  the Officer  presently serves at the pleasure of the Board of
Directors of the Company as President and Chief Executive Officer of the Company
and performs significant strategic and management  responsibilities necessary to
the continued conduct of the Company's business and operations.

         WHEREAS,  the Board of Directors of the Company has determined  that it
is in the best interests of the Company and its  stockholders to assure that the
Company  will have the  continued  dedication  and  objectivity  of the Officer,
notwithstanding the possibility or occurrence of a Change in Control (as defined
below) of the Company.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and in consideration of the continuing  employment of Officer by the
Company, the parties agree as follows:

         1.   Definitions.  For purposes of this  Agreement, the following terms
 shall have the meanings set forth in this Section 1:

                  (a)      "Board" means the Board of Directors of the Company.

                  (b)  "Cause"  means  (i)  willful  refusal  to follow a lawful
         written  order  of the  Board;  (ii)  willful  misconduct  or  reckless
         disregard of his or her duties by the Officer;  (iii) any act of fraud,
         misappropriation, dishonesty or moral turpitude; or (iv) the conviction
         of the Officer of any felony.

                  (c) "Change in  Control"  means the  occurrence  of any of the
         following events:

                           (i)      A change  in  control  of the  Company  of a
                                    nature that would be required to be reported
                                    in response  to Item 6(e) of  Schedule  14A,
                                    Regulation 240,  14a-101,  promulgated under
                                    the  Securities  Exchange  Act of 1934 as in
                                    effect  on the date  hereof  (the  "Exchange
                                    Act"),  or,  if Item  6(e) is no  longer  in
                                    effect,   any   regulation   issued  by  the
                                    Securities and Exchange  Commission pursuant
                                    to the  Exchange  Act which  serves  similar
                                    purposes.



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                           (ii)     any "Person" (as defined in Section  3(a)(9)
                                    of the Exchange Act, as modified and used in
                                    Sections  13(d)  and  14(d) of the  Exchange
                                    Act) is or becomes  the  "beneficial  owner"
                                    (as  defined in Rule  13d-3 of the  Exchange
                                    Act),  directly  or  indirectly,  of  equity
                                    securities of the Company  representing more
                                    than  fifty  percent  (50%) of the  combined
                                    voting  power  or  value  of  the  surviving
                                    entity's  then  outstanding   voting  equity
                                    securities.

                           (iii)    during any period of not more than two (2)
                                    consecutive  years, not including any period
                                    prior to the Effective Date, individuals who
                                    at the  beginning of such period  constitute
                                    the Board (the "Incumbent  Directors"),cease
                                    for  any reason  to constitute  at  least  a
                                    majority  thereof;  provided,  however, that
                                    any  director  who  was not a director as of
                                    the  Effective  Date  shall  be deemed to be
                                    an Incumbent  Director if that  director was
                                    elected  to  such board  of directors on the
                                    recommendation,  or with the approval, of at
                                    least two-thirds (2/3) of  the directors who
                                    then  qualified as Incumbent Directors;  and
                                    provided further,  that  no  director  whose
                                    initial   assumption   of   office   is   in
                                    connection  with  an  actual  or  threatened
                                    election  contest  relating  to the election
                                    of  directors  shall  be  deemed  to  be  an
                                    Incumbent Director;

                           (iv)     the  approval  by  the  shareholders  of the
                                    Company  of a merger,  consolidation,  share
                                    exchange  or other  reorganization  in which
                                    the shareholders of the Company  immediately
                                    prior to the  transaction  do not own equity
                                    securities   of   the    surviving    entity
                                    representing at least fifty percent (50%) of
                                    the  combined  voting  power or value of the
                                    surviving  entity's then outstanding  voting
                                    securities     immediately     after     the
                                    transaction;

                           (v)      the  sale or  transfer  of more  than  fifty
                                    percent  (50%) of the value of the assets of
                                    the Company, in a single  transaction,  in a
                                    series  of  related  transactions,  or  in a
                                    series  of  transactions  over  any one year
                                    period; or

                           (vi)     a dissolution or liquidation of the Company.

                  (d)  "Code"  means  the  Internal  Revenue  Code of  1986,  as
                  amended.

                  (e) "Company" means Omega Worldwide, Inc.

                  (f) "Compensation  Committee" means the Compensation Committee
                  of the Board.



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                  (g)  "Confidential  Information"  means  data and  information
         relating to the  business  of the  Company  (which does not rise to the
         status of a Trade Secret) which is or has been disclosed to the Officer
         or of which the Officer became aware as a consequence of or through the
         Officer's  relationship  to the  Company  and  which  has  value to the
         Company and is not  generally  known to its  competitors.  Confidential
         Information  shall not  include any data or  information  that has been
         voluntarily  disclosed to the public by the Company  (except where such
         public  disclosure has been made by the Officer without  authorization)
         or that has been  independently  developed and disclosed by others,  or
         that otherwise enters the public domain through lawful means.

                  (h)  "Disability"  has the same  meaning  as  provided  in the
         long-term disability plan or policy maintained or, if applicable,  most
         recently  maintained,  by the Company for the Officer.  If no long-term
         disability plan or policy was ever maintained on behalf of the Officer,
         Disability means that condition described in Code Section 22(e)(3),  as
         amended from time to time. In the event of a dispute, the determination
         of  Disability  shall be made by the Board and  shall be  supported  by
         advice of a physician  competent  in the area to which such  Disability
         relates.

                  (i) "Fair Market Value" means an amount equal to:

                           (i) the closing price per share at which sales of the
                  common  stock of the Company  shall have been sold on the most
                  recent trading date immediately  prior to the date of grant of
                  the restricted  stock award,  as reported by any such exchange
                  or system  selected  by the  Company  on which  the  shares of
                  common stock are then traded;

                           (ii) if such market information is not published, the
                  price of one  share of  common  stock in the  over-the-counter
                  market on the most  recent  trading  date prior to the date of
                  grant of the  restricted  stock  award  that is  available  as
                  reported by the Nasdaq Stock Market or, if not so reported, by
                  a generally accepted reporting service; or

                           (iii) if no such information is available,  the value
                  of one  share of  common  stock as of the date of grant of the
                  restricted  stock award,  as  determined  in good faith by the
                  Company with due consideration  being given to the most recent
                  independent   appraisal  of  the  Company  and  the  valuation
                  methodology used in the appraisal.

                  (j) "Quit With Good  Reason"  mean the  Officer's  resignation
         within  ninety  (90)  days  following  the  occurrence  of  any  of the
         following events which (except as to Subsection (j)(vi)) occurs without
         the Officer's written consent:
                           (i) the  failure  of the  Board to  reelect  the
                  Officer  to his or her  then  existing office;



<PAGE>


                           (ii) a diminution in the Officer's  title,  position,
                  authority or  responsibility  or the assignment to the Officer
                  of duties or work responsibilities which are inconsistent with
                  his or her title, position, authority or responsibility;

                           (iii) any  reduction  in the  Officer's  base salary,
                  bonus  opportunity  or  other  compensation,   or  a  material
                  reduction in employee benefits;

                           (iv) a change in the  position  to which the  Officer
                  reports or the positions which report to the Officer;

                           (v) the relocation of the Company's  headquarters  or
                  the  primary  place at which the  Officer is to perform his or
                  her duties to a  location  more than fifty (50) miles from the
                  location at which the Officer previously  performed his or her
                  duties; or

                           (vi) the  expiration of one hundred eighty (180) days
                  after the  occurrence  of a Change in Control,  regardless  of
                  whether the Officer consented to the Change in Control.

                  Each separate event meeting the above  requirements will allow
         the Officer to terminate his or her  employment due to a Quit With Good
         Reason  and the  failure of the  Officer  to do so within  one  hundred
         eighty (180) days from the  occurrence  of such event in any given case
         will not prevent the Officer from terminating his or her employment due
         to a Quit With Good Reason if a later event occurs  which  entitles the
         Officer to do so.

                  (k) "Period of Employment" means the number of months that the
         Officer  has been an  employee  of the  Company.  Prior  service may be
         included  within  "Period  of  Employment"  at  the  discretion  of the
         Compensation   Committee.   "Period  of   Employment"   shall   include
         disability,  sick leave,  vacation and  military  leaves of absence but
         exclude  other leaves of absence  unless such leaves of absence are for
         the  convenience  of the Company and are  approved by the  Compensation
         Committee.

                  (l) "Termination Payment" means a payment under this Agreement
         equal to the product  derived by multiplying  10,000 by the Fair Market
         Value.



<PAGE>


                  (m) "Trade Secrets" means Employer information including,  but
         not limited to,  technical or nontechnical  data,  formulas,  patterns,
         compilations,   programs,  devices,  methods,   techniques,   drawings,
         processes,  financial data,  financial plans, product plans or lists of
         actual or potential  customers or suppliers which: (i) derives economic
         value, actual or potential,  from not being generally known to, and not
         being readily  ascertainable  by proper means by, other persons who can
         obtain  economic  value  from its  disclosure  or use;  and (ii) is the
         subject of  efforts  that are  reasonable  under the  circumstances  to
         maintain its secrecy.

         2.  Eligibility.   Unless  otherwise  determined  by  the  Compensation
Committee,  no Termination  Payment shall be paid to the Officer unless,  at the
time that the Change in Control  occurs,  his or her Period of  Employment is at
least one (1) year.

         3. Severance Benefits Upon Termination Of Employment.  If, within three
(3) years after a Change in Control,  the Officer's  employment is terminated by
the Company without Cause or by the Officer due to a Quit With Good Reason,  the
Company  shall pay to the  Officer,  a  Termination  Payment  in a lump sum cash
payment within thirty (30) days following the later of the Officer's termination
of employment or the  occurrence of the Change in Control.  Payments made to the
Officer  hereunder  as a  Termination  Payment  shall be subject  to  applicable
federal,  state  and  local  tax  withholding  requirements.  If  the  Officer's
employment is terminated due to his death or Disability, that will not be deemed
a termination of employment by the Company  without Cause or by a Quit With Good
Reason.

         4.  Death  Of  Officer.  If  the  Officer  is  entitled  to  receive  a
Termination  Payment and dies before  receiving  the  Termination  Payment,  the
Company will pay the Termination Payment to his or her beneficiary as designated
in writing by the Officer or, in the absence of such written designation, his or
her  estate.   The  Officer  shall   designate  in  writing  a  beneficiary   or
beneficiaries  to receive the  Termination  Payment  hereunder.  The Officer may
revoke or change his or her  designation of a beneficiary at any time by written
notice to the Company.

         5. Other  Company  Employment  Benefits.  If the Officer is entitled to
receive a Termination  Payment,  the Officer shall be entitled to participate in
certain  employee  insurance  plans  (as  described  below)  for three (3) years
following the date of termination (the "Termination  Coverage  Period").  During
the Termination  Coverage  Period,  the officer shall be treated as a continuing
employee  for  purposes of  participation  in and accrual of rights and benefits
under all of the Company's life,  accident,  medical and dental  insurance plans
for Officer and his or her spouse. If such  participation in one or more of such
plans is not possible,  Company  shall arrange to provide  Officer with benefits
substantially  similar to those  which the Officer  would have been  entitled to
receive if he or she had  continued  as an  employee  at the Total  Compensation
level. Benefits of continued  participation in the Company deferred compensation
plan and any  retirement  plans  hereafter  adopted  in which  the  Officer  was
entitled  to  participate  prior  to the  date of  termination  shall  continue;
provided,  however,  that if Officer's  continued  participation is not possible
under the general terms and provisions of the foregoing plans, the Company shall
arrange to provide  Officer with benefits  substantially  similar to those which
the Officer would have been entitled to receive under the foregoing  plans if he
or she had  continued  as an  employee  of the  Company  during the  Termination
Coverage Period.



<PAGE>


         6. Tax Indemnity  Payment.  Should any of the payments or benefits that
are  provided  for  hereunder  to be paid to or for the  benefit  of  Officer or
payments or benefits  under any other plan,  agreement  or  arrangement  between
Officer and the Company,  be determined or alleged to be subject to an excise or
similar  purpose tax  pursuant to Code  Section  4999 or any  successor or other
comparable  federal,  state or local  tax  laws,  the  Company  shall pay to the
Officer such additional  compensation as is necessary (after taking into account
all federal,  state and local income taxes payable by the Officer as a result of
the receipt of such  additional  compensation)  to place the Officer in the same
after-tax position (including federal,  state and local taxes) the Officer would
have been in had no such  excise or  similar  purpose  tax (or any  interest  or
penalties thereon) been paid or incurred.  The Company hereby agrees to pay such
additional compensation within ten (10) business days after the Officer notifies
the  Company  that the  Officer  intends  to file a tax return  which  takes the
position that such excise or similar  purpose tax is due and payable in reliance
upon a written  opinion of the  Officer's  tax  counsel  (such tax counsel to be
chosen solely by the Officer), that is more likely than not that such excise tax
is due and payable.  The costs of obtaining such tax counsel's  opinion shall be
borne by the Company,  and as long as such tax counsel was chosen by the Officer
in good faith,  the conclusions  reached in such opinion shall not be challenged
or disputed by the  Company.  If the  Officer  intends to make any payment  with
respect to any such excise or similar  purpose tax as a result of an  adjustment
to the Officer's tax liability by any federal, state or local tax authority, the
Company will pay such additional  compensation by delivering its cashier's check
payable in such amount to the Officer  within ten (10)  business  days after the
Officer  notifies  the Company of his  intention to make such  payment.  Without
limiting the obligation of the Company  hereunder,  the Officer  agrees,  in the
event the Officer  makes any  payment  pursuant to the  preceding  sentence,  to
negotiate  with the Company in good faith with respect to procedures  reasonably
requested  by the Company  which would afford the Officer the ability to contest
the imposition of such excise tax; provided,  however, that the Officer will not
be required to afford the Company any right to contest the  applicability of any
such excise tax to the extent that the Officer reasonably determines (based upon
the  opinion of his tax  counsel)  that such  contest is  inconsistent  with the
overall tax interests of the Officer.

         7. No  Mitigation.  No  amounts  or  benefits  payable  to the  Officer
hereunder  shall be subject to mitigation or reduction by income or benefits the
Officer receives from other sources.

         8. Nondisclosure Of Confidential Information. The Officer agrees not to
disclose,   directly  or  indirectly  to  any  third  person  any   Confidential
Information,  Trade  Secrets or customer  list  relating to  Company's  business
within three (3) years following payment of the Termination Payment.

         9.  Continued  Employment.  Nothing  herein  shall  entitle  Officer to
continued  employment  with the Company or to  continued  tenure in any specific
office or position.



<PAGE>


         10. Sole Remedy. The Termination Payment provided hereby supersedes and
replaces any and all other termination compensation to which Officer is or might
become  entitled,  except  termination  compensation  covered by an agreement in
effect  on  the  Effective  Date  that  has  separately  been  approved  by  the
Compensation Committee or by the Board.

         11.  Assignment.  The rights and  obligations of the Company under this
Agreement  shall inure to the benefit of the Company's  successors  and assigns.
This  Agreement  may be assigned by the  Company to any legal  successor  to the
Company or to an entity which purchases all or  substantially  all of the assets
of the Company.  In the event the Company assigns this Agreement as permitted by
this Agreement and the Officer remains  employed by the assignee,  the "Company"
as defined  herein will refer to the assignee and the Officer will not be deemed
to have terminated  employment hereunder until the Officer terminates employment
from the assignee.

         12.  Attorneys'  Fees. If the Officer (or the  Officer's  estate in the
event of his or her death)  brings any action at law or in equity to enforce any
of the provisions or rights hereunder, the Company shall pay all costs, expenses
and reasonable attorneys' fees incurred by the Officer.

         13.  Headings.  Sections  or other  headings  contained  herein are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

         14. Entire Agreement.  This Agreement contains the entire understanding
of the parties with respect to the subject matter hereof.

         15.      Intentionally Omitted.

         16.  Severability.  In the event that one or more of the  provisions of
this  Agreement  shall be or become  invalid,  illegal or  unenforceable  in any
respect,  the validity,  legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.

         17.  Governing Law. To the full extent  controllable  by stipulation of
the parties,  this Agreement  shall be  interpreted  and enforced under Michigan
law.

         18.   Amendment.   This   Agreement  may  not  be  modified,   amended,
supplemented or terminated except by a written agreement between the Company and
the Officer.

         IN WITNESS WHEREOF,  each of the parties has executed this Agreement as
of the date and year first above written.


                                           COMPANY:

                                           OMEGA WORLDWIDE, INC.,
                                           a Maryland corporation

                                           By:/s/: Susan Allene Kovach
                                           ---------------------------
                                           Its: Vice President, General Counsel
                                                and Secretary

                                           OFFICER:

                                           /s/: Essel W. Bailey, Jr.
                                           -------------------------