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  JAMES  P.  FLAHERTY  (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 Chief Operating  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                                    Act"),  or,  if Item  6(e) is no  longer  in
                                    effect,   any   regulation   issued  by  the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.

                              (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.

                  (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 of  Restricted  Stock  Awards" means an
         amount  equal to the value per  share of  common  stock of the  Company
         multiplied  by  the  number  of  shares  of  common  stock  subject  to
         restricted  stock awards  granted to the Officer during the twelve (12)
         full months (excluding any partial month in which the Change in Control
         occurs) immediately preceding termination of the Officer's employment.
         The value per share will be 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;

                           (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 two (2) times the Officer's Total Compensation less one dollar
         ($1.00).

                  (m) "Total Compensation" means that amount paid to the Officer
         by the Company  during the last twelve (12) full months  (excluding any
         partial  month in which  the  Change  in  Control  occurs)  immediately
         preceding  termination  of  Officer's  employment  equal  to  aggregate
         compensation (salary, inclusive of any elective salary reductions, such
         as  contributions  to a plan  described in Code Section  401(k) or to a
         nonqualified  deferred compensation plan, plus any cash bonus) plus the
         Fair  Market  Value of  Restricted  Stock  Awards  (whether or not such
         awards are vested).

                  (n) "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.

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.

 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/: Essel W. Bailey, Jr.
                                    ----------------------------
                                    Its: President and Chief Executive Officer



                                    OFFICER:

                                    /s/: James P. Flaherty
                                    ----------------------