**EXHIBIT 10.15.2**

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

          This SECOND AMENDMENT TO AMENDED ANDRESTATED MASTER LEASE AGREEMENT, AMENDED AND RESTATED SECURITY AGREEMENT ANDAMENDED AND RESTATED GUARANTY (this "Amendment") is executed and delivered as ofthis 16th day of March, 2005, among the lessorentities 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.     The partieshereto entered into a certain Amended and Restated Master Lease Agreement,dated as of March 1, 2004 but effective as of December 1, 2003 (the "MasterLease"), pursuant to which (i) four (4) former master leases betweenLessor (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.     Theparties hereto amended the Master Lease, Security Agreement, and Guarantypursuant to the terms of that certain First Amendment To Amended And RestatedMaster Lease Agreement, Amended And Restated Security Agreement And Amended AndRestated Guaranty dated as of December 1, 2004, whereby the parties, amongother things, completed the outstanding exhibits to the Master Lease and theSecurity Agreement.

     E.     The partieshereto hereby desire to amend the Master Lease to provide the parameters bywhich Lessee will complete certain repairs and renovations to the Facilitylocated at 1760 West 16th Street, Seattle, WA and commonly known asWhittier Care & Rehab (the "Whittier Facility") as originally setforth in one of the leases described in Recital A above which was combined intothe Master Lease.

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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.     CertainRepairs and Replacements.

                   (a)     Inconnection with the original leasing of the Whittier Facility from Lessor toLessee on March 1, 2003 (the "Original Lease Date"), Lessee agreed tocomplete, or cause to be completed, the repairs and/or replacements describedon attached Exhibit A to the Lease for the Whittier Facility (the "WorkExhibit"), in each case in good and workmanlike manner and free of anymechanic's or materialman's lien. 

                   (b)     Lessoracknowledges and agrees that subsequent to the Original Lease Date Lessee hasobtained a bid from RBI Construction, Inc. (the "Contractor") for thework required with respect to the Pump System and the HVAC System described onthe Work Exhibit (the "Pump/HVAC Systems Work"), a true and correctcopy of which bid has been provided to, and approved by, Lessor. Lessee agreesto enter into a contract, on terms acceptable to Omega, with the Contractorwith respect to the Pump/HVAC Systems Work on or before March 31, 2005 (the "Pump/HVACSystems Contract") and thereafter to cause the Contactor to proceed withall due diligence to complete the Pump/HVAC Systems Work in accordance with theschedule set forth in the Pump/HVAC Systems Contract and for the price setforth in the Pump/HVAC Systems Contract (subject to approved change orders asdescribed more fully below).   

                   (c)     Lessorfurther acknowledges and agrees that, except as otherwise provided herein,Lessee does not intend to commence the work required with respect to the Roof(the "Roof Work" and together with the Pump/HVAC Systems Work, the "Work")until such time as the Pump/HVAC Systems Work has been completed and Lesseeacknowledges and agrees that in no event shall the Roof Work be commenced until(A) Lessee shall have submitted to Lessor bids for such work from at leastthree (3) qualified, licensed contractors (unless Lessor agrees to accept alesser number of bids), (B) Lessor shall have approved the bid (the "ApprovedRoofing Bid") and the winning bidder selected by Lessee to undertake theRoof Work (the "Approved Roofing Contractor"), and (C) Lessee shallhave entered into a contract, on terms acceptable to Omega, with the ApprovedRoofing Contractor for performance of the Roof Work at a cost not to exceed theApproved Roofing Bid (subject to approved changes orders as described morefully below) (the "Roofing Contract"). Notwithstanding the foregoing,Lessee shall have the right prior to the completion of the Pump/HVAC SystemsWork and subject to complying the requirements of this Section 1(c), to replacethe shingles on the mansard of the Whittier Facility and that such replacementwork, once approved by Lessor, shall, for purposes of this Section 1, be deemedto be a part of the Roof Work.

                   (d)     Onthe Original Lease Date, Lessor deposited into escrow ("Escrow") withDykema Gossett PLLC ("Escrow Agent") pursuant to escrow instructionsdated as of March 1, 2003, a  copy of which  is attached  hereto as Exhibit B  (the "Escrow Instructions"), the 

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Estimated Cost to complete theitems set forth on Exhibit A (as the same may be modified pursuant toparagraphs (i) and (ii) above).  To date, Escrow Agent has disbursed fund inthe amount of $133,064.38 from the Escrow, and $1,141,235.62 remain in theEscrow.  Lessee may deliver from time to time to Lessor and the Escrow Agent anapplication for payment (the "Draw Request") pursuant to which Lessee(i) certifies that Lessee either (A) has completed or has caused to becompleted all or any portion of the Work or (B) is required to deposit with theapplicable contractor or supplier amounts to ensure payment for the Work  tothe applicable contractor or supplier and (ii) delivers to Escrow Agent (A)invoices with respect to the portion of the Work to be paid or secured with theproceeds of such Draw Request and (B) as applicable, partial or fullunconditional lien waivers with respect to any completed work or furnishedmaterials to be paid for with the proceeds of such Draw Request (collectively,the "Completion Certification").  If Escrow Agent has not received,within five (5) business days after receipt of the Draw Request and CompletionCertification, written notice from Lessor objecting thereto, Escrow Agent shallrelease from escrow and disburse as directed by Lessee to the Contractor orapplicable supplier the amount set forth in Lessee's Draw Request.  

                   (e)     Notwithstandingthe foregoing, Lessor acknowledges and agrees that the cost of the Work mayexceed the amount set forth in the Pump/HVAC Systems Contract and/or theRoofing Contract as a result of, among other things, conditions which cannot beidentified by the applicable contractor until after commencement of the Work. Lessee shall submit any change orders to the Work for Lessor's review andapproval.  Once approved by Lessor, Lessor agrees that if the amount depositedinto the Escrow by Lessor is insufficient to pay the aggregate actual,out-of-pocket costs incurred by Lessee in completing the Work, Lessor shall,within ten (10) days after demand by Lessee, deposit into the Escrow or pay toLessee the amount of the insufficiency.

                   (f)     Whenever Lessor's approval is required pursuant to this Section 1, Lessor agrees that itwill not unreasonably withhold or delay the giving of its approval; provided,however, that all approvals must be given and received in writing.  If Lessorhas not replied to a request for approval from Lessee within ten (10) daysfollowing Lessor's receipt of such request for approval, then Lessor shall bedeemed to have approved such request.  Further, Lessor agrees that it shall bea party to the contract(s) with respect to the Pump/HVAC Systems Work and/orthe Roof Work, if and to the extent either the Contractor or the ApprovedRoofing Contractor requires Lessor to join such contract as a condition toundertaking such work

                   (g)     Duringthe Term, Lessee shall have the benefit of any and all warranties given bythird parties in connection with the Work.

                   (h)     Lesseeacknowledges that, subject to the obligations of Lessor pursuant to thisSection 1 or as otherwise provided in the Master Lease, Lessor made norepresentation or warranty concerning the Whittier Facility at or prior to thetime of the Original Lease Date or its operations or profitability, and thatLessee has been leasing the Whittier Facility since the Original Lease Date andwill continue to lease the Whittier Facility for the balance of the term of theMaster Lease on an "as is, where is" basis, with all faults (subjectto this Section 1) then existing.

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           2.     Miscellaneous.

                   (a)     Ratification. Except as herein specifically amended or otherwise provided, each of theDocuments and the Escrow Instructions shall remain in full force and effect,and all of the terms and conditions thereof, as herein modified, are herebyratified and reaffirmed.  In the event of any inconsistency between theprovisions of this Amendment and any of the Documents (as defined in the MaserLease), the terms of this Amendment shall control and govern and such Documentis 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                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|         Steven A.  Roseman          Vice President                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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

 

(Exhibits available upon request) 

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