**EXHIBIT 10.15.1**

**FIRST AMENDMENTTO AMENDED AND RESTATED MASTER LEASE AGREEMENT, AMENDED AND RESTATED SECURITY AGREEMENTANDAMENDED AND RESTATED GUARANTY**

     ThisFIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT, AMENDED ANDRESTATED SECURITY AGREEMENT AND AMENDED AND RESTATED GUARANTY (this "Amendment")is executed and delivered as of this 1st day of December, 2004, among thelessor entities identified on the signature page hereof (collectively, "Lessor"),the lessee entities identified on the signature page hereof (collectively, "Lessee"),OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("Omega"),and SUN HEALTHCARE GROUP, INC., a Delaware corporation, as guarantor ("Guarantor"). Capitalized terms used but not otherwise defined herein shall have therespective meanings ascribed thereto in the Master Lease (as defined below).

RECITALS:

     A.     Theparties hereto entered into a certain Amended and Restated Master LeaseAgreement, dated as of March 1, 2004 but effective as of December 1, 2003 (theMaster Lease"), pursuant to which (i) four (4) former master leasesbetween Lessor (and certain of its affiliates) and Lessee (and certain of itsaffiliates) were combined, amended and restated and (ii) among other things,Lessor continued to lease to Lessee thirty-five (35) licensed nursing homes,rehabilitation hospitals and other healthcare facilities, all as described inthe Master Lease.

     B.     Simultaneouslywith the execution and delivery of the Master Lease, Lessee and Lessor alsoentered into a certain Amended and Restated Security Agreement, dated as ofMarch 1, 2004 but effective as of December 1, 2003 (the "SecurityAgreement"), pursuant to which Lessee granted to Lessor certain collateralas security for Lessee's obligations under the Master Lease.

     C.     Simultaneouslywith the execution and delivery of the Master Lease, Guarantor executed anddelivered to Lessor and Omega a certain Amended and Restated Guaranty, dated asof March 1, 2004 but effective as of December 1, 2003 (the "Guaranty"),guarantying all obligations of Lessee under the Master Lease.

     D.     Sincethe date of the Master Lease, (i) three of the five Remaining TransitionFacilities, SunBridge Care & Rehab for Coalinga ("Coalinga"),SunBridge Care & Rehab for Escondido East ("Escondido"), andSunBridge Care & Rehab for Fullerton ("Fullerton"), have beentransitioned to various New Operators in accordance with the terms of theTransition Agreement and (ii) Lessor had transferred title to the other twoRemaining Transition Facilities to an affiliate of Lessor, OHI Asset (II), LLC,a Delaware limited liability company ("OHI II").

     E.     Sincethe original execution of the Master Lease and the Security Agreement, theparties have finalized various exhibits to both the Master Lease and theSecurity Agreement, which the parties intend to incorporate into thosedocuments as set forth below.

     F.     Theparties hereto hereby desire to amend the Master Lease, the Security Agreementand 

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the Guaranty (collectively, the "Documents") to provide that (i)the Master Lease has been terminated with respect to Coalinga and itsrespective lessee, Coalinga Rehabilitation Center, Fullerton and its respectivelessee, Fullerton Rehab Center, and Escondido, (ii) OHI II shall be added as a "lessor"under each of the Documents, and (iii) various exhibits to the Master Lease andthe Security Agreement have been finalized and updated through the date of thisAmendment and are to be included within the Master Lease and the Security Agreementas set forth below.

AGREEMENT:

     **NOWTHEREFORE**, in consideration of the premises and mutual covenants hereincontained, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto hereby agreeas follows:

     1.     Amendmentto Master Lease.  The Master Lease shall be amended as follows:

          (a)     Effectiveas of March 1, 2004, (i) the Master Lease is terminated with respect toCoalinga, which shall no longer be a "Facility" under the MasterLease, and (ii) its respective lessee, Coalinga Rehabilitation Center, aCalifornia corporation, is no longer a "Lessee" under the MasterLease.

          (b)     Effectiveas of November 1, 2004, (i) the Master Lease is terminated with respect toEscondido and Fullerton, which shall no longer be "Facilities" underthe Master Lease, and (ii) Fullerton's respective lessee, Fullerton RehabCenter, a California corporation, is no longer a "Lessee" under theMaster Lease.

          (c)     Effectiveas of March 1, 2004, the Master Lease is hereby amended to include OHI II tothe list of "Lessor" identified on the signature pages thereof, andall references to the term "Lessor" in the Master Lease shall bedeemed to include OHI II.

          (d)     **ScheduleIII** to the Master Lease is hereby completed by the incorporation of theFuture Transition Facilities and Allocated Rent Amounts set forth on **ExhibitA** attached hereto.

          (e)     **ExhibitA** to the Master Lease is hereby completed by the incorporation of the listingof Facilities set forth on **Exhibit B** attached hereto.

          (f)     **ExhibitB** to the Master Lease is hereby completed by the incorporation of thelegal descriptions for the Leased Properties set forth on **Exhibit C**attached hereto.  The parties specifically acknowledge that the Leased Propertyfor the Facility located in Marion, Ohio and known as SunBridge Care &Rehab for Marion has been reduced to exclude approximately fifty (50) acres ofvacant land.

          (g)     **ExhibitC** to the Master Lease is hereby completed by the incorporation of theMinimum Purchase Prices set forth on **Exhibit D** attached hereto.

          (h)     **ExhibitD** to the Master Lease is hereby completed by incorporation of thefollowing definition of Permitted Encumbrances:

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"Allcovenants, easements, restrictions, conditions and other matters of record withrespect to the Leased Properties as of December 1, 2003, except the following: (a) liens for past due real estate taxes and assessments; (b) mechanic's liens(other than resulting from the actions of Omega and its Affiliates); (c)judgment liens (other than against Omega and its Affiliates); and (d) monetaryliens, mortgages or financing statements for the benefit of any third-partycreditor of Lessee, other than Omega and its Affiliates."

          (i)     **ExhibitE** to the Master Lease is hereby completed by the incorporation of theOperations Transfer Agreement attached hereto as **Exhibit E**.

     2.     Amendmentto Security Agreement.  The Security Agreement shall be amended as follows:

          (a)     Effectiveas of March 1, 2004, (i) the Security Agreement is terminated with respect toCoalinga, which shall no longer be "Facilities" under the SecurityAgreement, and (ii) Coalinga's respective lessee, Coalinga RehabilitationCenter, a California corporation, is no longer a "Lessee" under theSecurity Agreement.

          (b)     Effectiveas of November 1, 2004, (i) the Security Agreement is terminated with respectto Escondido and Fullerton, which shall no longer be "Facilities"under the Security Agreement, and (ii) Fullerton's respective lessee, FullertonRehab Center, a California corporation, is no longer a "Lessee" underthe Security Agreement.

          (c)     TheSecurity Agreement is hereby amended to include OHI II to the list of "Lessor"identified on the signature page thereof, and all references to the term "Lessor"in the Security Agreement shall be deemed to include OHI II.

          (d)     **ExhibitsA-1** through **A-32** of the Security Agreement are herebycompleted by incorporation of the legal descriptions set forth on **Exhibit C**attached hereto.

          (e)     **ExhibitB** of the Security Agreement is hereby completed by incorporation of thesecurity interests identified on **Exhibit F** attached hereto.

          (f)     **ExhibitE** of the Security Agreement is hereby completed by incorporation of theUCC Information set forth on **Exhibit G** attached hereto.

          (g)     Thelast paragraph of Section 2 shall provide that the description of theCollateral to be included on any financing statements executed in connectionwith the Security Agreement shall be as follows:  "All personal propertyof Lessee, as described in that certain Amended and Restated Security Agreementdated as of March 1, 2004 and effective as of December 1, 2003, between Lesseeand Lessor (the "Security Agreement") as specifically set forth on **Schedule1** [which shall be the description of Collateral set forth above], and thatis located at, arises in connection with and/or is related to the real propertydescribed on Exhibits "A-1 through A-33" attached hereto andincorporated herein, provided, however, that Accounts, Cash, the ExcludedLessee's Personal Property (as those terms are defined in the SecurityAgreement) and the names "Sun", "SunBridge" and anyvariation thereof shall be excluded."

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     3.     Amendmentto Guaranty.  Effective as of March 1, 2004, OHI II is hereby added to thefirst paragraph on the first page of the Guaranty and is included in thedefinition of "Omega and Affiliates."

     4.     Miscellaneous.

          (a)     Ratification. Except as herein specifically amended or otherwise provided, each of theDocuments shall remain in full force and effect, and all of the terms andconditions thereof, as herein modified, are hereby ratified and reaffirmed.  Inthe event of any inconsistency between the provisions of this Amendment and anyof the Documents, the terms of this Amendment shall control and govern and suchDocument is deemed amended to conform hereto.

          (b)     Executionand Counterparts.  This Amendment may be executed in any number ofcounterparts, each of which, when so executed and delivered, shall be deemed tobe an original, but when taken together shall constitute one and the sameAmendment.  To facilitate execution of this Amendment, the parties may executeand exchange by facsimile counterparts of the signature pages.

          (c)     Headings. Section headings used in this Amendment are for convenience of reference onlyand shall not affect the construction of the Amendment.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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     INWITNESS WHEREOF, the parties have executed this Amendment as of the day andyear first above written.
| **LESSOR:**                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **DELTA INVESTORS I, LLC,** a Maryland limited liability  company,                                                                                                                                                                                                                                                                                                                                                                                                  |
| **DELTA INVESTORS II, LLC**, a Maryland limited liability  company,                                                                                                                                                                                                                                                                                                                                                                                                 |
| **OHI ASSET, LLC**, a Delaware limited liability company,                                                                                                                                                                                                                                                                                                                                                                                                           |
| **OHI ASSET (CA), LLC**, a Delaware limited liability  company, and                                                                                                                                                                                                                                                                                                                                                                                                 |
| **OHI ASSET (II), LLC**, a Delaware limited liability  company                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| By:     OMEGA HEALTHCARE  INVESTORS, INC., a             Maryland  corporation, Its Member                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| By:       /s/ C. Taylor  Pickett                                                C. Taylor  Pickett             Chief  Executive Officer, |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **OMEGA:**                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **OMEGA HEALTHCARE  INVESTORS, INC.**, a Maryland corporation,                                                                                                                                                                                                                                                                                                                                                                                                      |
| By:        /s/ C. Taylor  Pickett                                                C. Taylor  Pickett             Chief  Executive Officer |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **LESSEE:**                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **CARE ENTERPRISES, INC.**, a Delaware corporation,                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **CIRCLEVILLE HEALTH CARE CORP.**, an Ohio corporation,                                                                                                                                                                                                                                                                                                                                                                                                             |
| **BECKLEY HEALTH CARE CORP.**, a West Virginia  corporation,                                                                                                                                                                                                                                                                                                                                                                                                        |
| **PUTNAM HEALTH CARE CORP.**, a West Virginia  corporation,                                                                                                                                                                                                                                                                                                                                                                                                         |
| **CARE ENTERPRISES WEST**, a Utah corporation,                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **BRASWELL ENTERPRISES, INC.**, a California corporation,                                                                                                                                                                                                                                                                                                                                                                                                           |
| **MEADOWBROOK REHABILITATION CENTER**, a California  corporation,                                                                                                                                                                                                                                                                                                                                                                                                   |
| **REGENCY REHAB HOSPITALS, INC.**, a California corporation,                                                                                                                                                                                                                                                                                                                                                                                                        |
| **DUNBAR HEALTH CARE CORP.**, a West Virginia  corporation,                                                                                                                                                                                                                                                                                                                                                                                                         |
| **MARION HEALTH CARE CORP.,**an Ohio corporation,                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **SALEM HEALTH CARE CORP.,** a West Virginia corporation                                                                                                                                                                                                                                                                                                                                                                                                            |
| **REGENCY-NORTH CAROLINA, INC.**, a North Carolina  corporation,                                                                                                                                                                                                                                                                                                                                                                                                    |
| **FULLERTON REHABILITATION CENTER,**a California  corporation,                                                                                                                                                                                                                                                                                                                                                                                                      |
| **SAN BERNARDINO REHABILITATION HOSPITAL, INC.,**a  California corporation,                                                                                                                                                                                                                                                                                                                                                                                         |
| **SHANDIN HILLS REHABILITATION CENTER,** a California  corporation,****                                                                                                                                                                                                                                                                                                                                                                                             |
| **SUNBRIDGE HEALTHCARE CORPORATION**, a New Mexico  corporation,                                                                                                                                                                                                                                                                                                                                                                                                    |
| **REGENCY-TENNESSEE, INC.**, a Tennessee corporation, and                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| By:        /s/ Steven A. Roseman                                                                                                                                                                                                                       |

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                     Steven  A. Roseman                       Vice  President

 
**GUARANTOR:**
   
**SUN HEALTHCARE  GROUP, INC.** a Delaware corporation
   
By:        /s/ Steven A. Roseman                                                 Steven  A. Roseman, Executive Vice President

 

(Exhibitsavailable upon request)

 

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