**EXHIBIT 10.15.3**

**THIRD AMENDMENTTOAMENDED AND RESTATED MASTER LEASE AGREEMENT, AMENDED AND RESTATED SECURITY AGREEMENTANDAMENDED AND RESTATED GUARANTY**

          ThisTHIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT, AMENDED ANDRESTATED SECURITY AGREEMENT AND AMENDED AND RESTATED GUARANTY (this "ThirdAmendment") is executed and delivered as of this __ day of December,2005, among the lessor entities identified on the signature page hereof(collectively, "Lessor"), the lessee entities identified on the signaturepage 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 (the "OriginalMaster 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 Original Master Lease, Lessee and Lessoralso entered into a certain Amended and Restated Security Agreement, dated asof March 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 Original Master Lease.

     C.     Simultaneouslywith the execution and delivery of the Original Master Lease, Guarantorexecuted and delivered to Lessor and Omega a certain Amended and RestatedGuaranty, dated as of March 1, 2004 but effective as of December 1, 2003 (the "Guaranty"),guarantying all obligations of Lessee under the Original Master Lease.

     D.     The parties heretoamended the Original Master Lease, the Security Agreement and the 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 (the "First Amendment to MasterLease"), whereby the parties, among other things, completed the outstandingexhibits to the Master Lease and the Security Agreement and further amended theMaster Lease, Security Agreement and Guaranty by that certain Second AmendmentTo Amended And Restated Master Lease Agreement, Amended And Restated SecurityAgreement And Amended And Restated Guaranty dated as of March ___, 2005 (the"Second Amendment to Master Lease"), whereby the parties amended the MasterLease to provide the parameters by which Lessee will complete certain repairsand renovations to the 

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Whittier Facility as originally set forth in one of the leases described inRecital A above which was combined into the Original Master Lease.  TheOriginal Master Lease as amended by the First Amendment to Master Lease and bythe Second Amendment to Master Lease will hereinafter be referred to as the "MasterLease."

     E.     PeakMedical Corporation ("Peak") and Guarantor have now requested thatLessor consent to the merger of Peak into a wholly owned subsidiary ofGuarantor and Lessor has agreed to consent thereto subject to the furtheramendment of the Master Lease, Security Agreement and Guaranty to includethereunder the two facilities currently leased by a subsidiary of Peak fromLessor under the terms of that Master Lease dated as of March 26, 1999 betweenOmega, as Lessor, and Peak Medical of Idaho, Inc., a Delaware corporation, asLessee (the "Peak Lease") and commonly known as Idaho Falls CareCenter in Idaho Falls, Idaho (the "Idaho Falls Facility") and TwinFalls Care Center in Twin Falls, Idaho (the "Twin Falls Facility" andtogether with the Idaho Falls Facility, the "Peak Idaho Facilities").

     F.     Theparties are interested in documenting the terms and conditions on which theMaster Lease, Security Agreement and Guaranty will be so amended.

     G.     Capitalizedterms used herein and not otherwise defined shall have the meaning ascribed tothem in the Master Lease.

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.     GlobalAmendments. From and after the Effective Date (as defined below), theMaster Lease, the Security Agreement and the Guaranty are amended as follows:

               (a)     Anyand all references to the Lessee in the Master Lease, the Security Agreementand the Guaranty shall be deemed to include Peak Medical of Idaho, Inc., aDelaware corporation (the "Peak Lessee").

               (b)     **ExhibitA** (Facility List) to the Master Lease and **Exhibit D** (Trade Names) tothe Security Agreement are hereby deleted in their entirety and **Exhibit A**attached to this Third Amendment is inserted in lieu thereof and accordinglyany and all references in the Master Lease to the Facilities or to the LeasedProperties and any and all references in the Security Agreement to theFacilities shall be deemed to be references to the thirty three (33) facilitieslisted on **Exhibit A** attached to this Third Amendment. 

               (c)     **ExhibitB** (Legal Descriptions) to the Master Lease and **Exhibits A-1** through **A-35**("Legal Descriptions") to the Security Agreement are hereby deletedin their entirety and **Exhibit B** attached to this Third Amendment isinserted in lieu thereof and accordingly any and all references in the MasterLease to **Exhibit B** or in the Security Agreement to **Exhibits A-1through A-35** shall be deemed to be references to Exhibit B hereto.

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     2.     Amendmentsto Master Lease.  From and after the Effective Date, the Master Lease ishereby amended as follows:

               (a)     **ScheduleII** to the Master Lease, which was inadvertently not included in the FirstAmendment to the Master Lease, is attached as **Schedule II** hereto.

               (b)     **ExhibitC** (Minimum Purchase Price) to the Master Lease is hereby deleted in itsentirety and **Exhibit C** attached to this Third Amendment is inserted inlieu thereof.

               (c)     **ExhibitD** (Permitted Encumbrances) to the Master Lease is hereby deleted in itsentirety and **Exhibit D** attached to this Third Amendment is inserted inlieu thereof.

               (d)     Thedefinition of Base Rent is amended by inserting the following as new subsection(C):

   (C)     Solelyas to the Peak Idaho Facilities, the Base Rent during the remainder of theInitial Continued Term shall be:

     (1)     Forthe period from the Effective Date through December, 2005, $1,237,319.76multiplied by a fraction, the numerator of which is the number of days in theperiod from the Effective Date through December 31, 2005 and the denominator ofwhich is 365; provided, however, in the event the Effective Date is subsequentto December 31, 2005, then the Base Rent for the Peak Idaho Facilities as ofthe Effective Date shall be determined in accordance with clause (2) below; and

     (2)     Foreach Lease Year following 2005, the Base Rent for theprevious Lease Year, increased by the *lesser* of (x) 235 basis pointsover the ten year treasury securities constant maturity rate in effect for themonth of December immediately prior to each such increase and (y) two andone-half percent (2.5%), it being understood and agreed that such increaseshall be calculated in the same manner and using the same formula as applies tothe balance of the Facilities which are subject to the Master Lease. 

     (e)     Thefollowing definitions are added to the Master Lease in the appropriatealphabetical order:

Letter of Credit Agreement: An agreement between Lessor, Lesseeand Guarantor, as the same may be amended, modified, replaced or restated fromtime to time, providing for a letter of credit to be delivered to Lessor as theSecurity Deposit.

Security Deposit: Two Hundred Sixty Two Thousand Five Hundred andno/100 Dollars ($262,500.00), delivered and held in accordance with Article XLhereof.

     (f)     Thefollowing is added to the Master Lease as a new Article XL:

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               40.1     SecurityDeposit.  The Peak Lessee previously delivered the Security Deposit to Lessorin the form of a Letter of Credit, which Lessor had been holding as securityfor the full and faithful performance by the Peak Lessee of each and everyterm, provision, covenant and condition of the Peak Lease (the "PeakLessee L/C").  Lessor and Lessee acknowledge and agree that Lessorreturned the Peak Lessee L/C to the Peak Lessee on the Effective Date inconsideration for the delivery to Lessor by Guarantor on the Effective Date ofa replacement Letter of Credit in the amount of the Security Deposit whichshall be subject to the terms and conditions of the Letter of Credit Agreement,and which shall be held by Lessor as security for the full and faithfulperformance by the Lessee of each and every term, provision, covenant andcondition of this Lease. If at any time the Security Deposit is in the form ofcash, it shall be deposited by Lessor into an account which shall earninterest, which interest shall be added to, and become part of, the SecurityDeposit.  The Security Deposit shall not be considered an advance payment ofRent (or of any other sum payable to Lessor under this Lease) or a measure ofLessor's damages in case of a default by Lessee.  The Security Deposit shallnot be considered a trust fund, and Lessee expressly acknowledges and agreesthat Lessor is not acting as a trustee or in any fiduciary capacity incontrolling or using the Security Deposit.  Lessor shall have no obligation tomaintain the Security Deposit separate and apart from Lessor's general and/orother funds.  The Security Deposit, less any portion thereof applied asprovided in the Letter of Credit Agreement or in Section 40.2 shall be returnedto Lessee within sixty (60) days following the expiration of the Term.

               40.2     Applicationof Security Deposit.  If Lessee defaults in respect of any of the terms,provisions, covenants and conditions of this Lease, including, but not limitedto, payment of any Rent and other sums of money payable by Lessee, Lessor may,but shall not be required to, in addition to and not in lieu of any of therights and remedies available to Lessor, use and apply all or any part of theSecurity Deposit to the payment of any sum in default, or any other sum,including, but not limited to, any damages or deficiency in reletting the LeasedProperties, which lessor may expend or be required to expend by reason ofLessee's default.  Whenever, and as often as, Lessor has applied any portion ofthe Security Deposit to cure Lessee's default hereunder, Lessee shall, withinten (10) days after Notice from Lessor, deliver a new letter of credit toLessor (or, at Lessor's option, deposit additional money with Lessor)sufficient to restore the Security Deposit to the full amount originallyprovided or paid, and Lessee's failure to do so shall constitute an Event ofDefault hereunder without any further Notice.  

               40.3     Transferof Security Deposit.  If Lessor transfers its interest under this Lease,Lessor shall assign the Security Deposit to the new lessor and thereafterLessor shall have no further liability for the return of the Security Deposit,and Lessee agrees to look solely to the new lessor for the return of theSecurity Deposit.  The provisions of the preceding sentence shall apply toevery transfer of assignment of Lessor's interest under this Lease.  Lesseeagrees that it will not assign or encumber or attempt to assign or encumber theSecurity Deposit and that Lessor, its successors  and assigns,  may  return the Security Deposit  to   the   least   Lessee  in   

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possessionat the last address for Notice given by such Lessee and that Lessor shallthereafter be relieved of any liability therefor, regardless of one or moreassignments of this Lease or any such actual or attempted assignment orencumbrances of the Security Deposit.

3.     Amendment to Security Agreement.  Inaddition to the Amendments set forth in Section 1 hereof, from and after theEffective Date the Security Agreement shall be amended as follows:

(a)     The last paragraph of Section 2 ishereby deleted in its entirety and the following inserted in lieu thereof:

"Thedescription of the Collateral to be included on any financing statementsexecuted in connection herewith shall be as follows: "All personalproperty of Lessee, as described in that certain Amended and Restated SecurityAgreement, dated as of March 1, 2004 and effective as of December 1, 2003,between Lessee and Lessor, as the same may be modified, amended or restatedfrom time to time (the "Security Agreement"), and that is located at,arises in connection with and/or is related to the real property described onExhibits "A-1 through A-35" attached hereto and incorporated herein,provided, however, that Accounts, Cash, the Excluded Lessee's Personal Property(as those terms are defined in the Security Agreement) and the names "Sun","SunBridge" and any variation thereof shall be excluded."

                        (b)     **ExhibitB** (Permitted Liens) to the Security Agreement is hereby deleted in itsentirety and **Exhibit E** attached to this Third Amendment is inserted inlieu thereof

                        (c)     Thephrase "except as set forth on Exhibit E"  in Section 4(j) ishereby deleted.

                        (d)     **ExhibitC** (Other Permitted Collateral Locations) to the Security Agreement ishereby deleted in its entirety and **Exhibit F** attached to this ThirdAmendment is interested in lieu thereof.

                        (e)     **ExhibitE** as referenced in Section 4(m) of the Security Agreement is hereby deletedin its entirety and replaced with **Exhibit G** attached hereto andaccordingly any and all references in Section 4(m) of the Security Agreement to**Exhibit E** shall be deemed to be references to **Exhibit G** attachedhereto.

        4.     Confirmationof Exhibits.  For the avoidance of doubt, the final version of the schedulesand exhibits to each of the Master Lease and the Security Agreement can befound attached to the following documents:
| **Schedule and Exhibit** | **Location**                        |
|--------------------------|-------------------------------------|
| Master Lease Schedule I  | Schedule I to Original Master Lease |

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| Master Lease Schedule II     | Schedule II to Third Amendment to Master Lease |
|------------------------------|------------------------------------------------|
| Master Lease Schedule III    | Exhibit A First Amendment to Master Lease      |
| Master Lease Exhibit A       | Exhibit A to Third Amendment to Master Lease   |
| Master Lease Exhibit B       | Exhibit B to Third Amendment to Master Lease   |
| Master Lease Exhibit C       | Exhibit C to Third Amendment to Master Lease   |
| Master Lease Exhibit D       | Exhibit D to Third Amendment to Master Lease   |
| Master Lease Exhibit E       | Exhibit E to First Amendment to Master Lease   |
| Master Lease Exhibit F       | Omitted                                        |
| Master Lease Exhibit G       | Exhibit G to Original Master Lease             |
| Master Lease Exhibit H       | Exhibit H to Original Master Lease             |
| Security Agreement Exhibit A | Exhibit B to Third Amendment to Master Lease   |
| Security Agreement Exhibit B | Exhibit E to Third Amendment to Master Lease   |
| Security Agreement Exhibit C | Exhibit C to Original Security Agreement       |
| Security Agreement Exhibit D | Exhibit F to Third Amendment to Master Lease   |
| Security Agreement Exhibit E | Exhibit G to Third Amendment to Master Lease   |

        5.     NameChange. In accordance with Section 4(e) of the Security Agreement, Lessordoes hereby acknowledge that Lessee has advised Lessor of the proposed changein the name of the Whittier Facility (as defined in the Second Amendment) toBallard Care & Rehabilitation and Lessor and Lessee acknowledge and agreethat Exhibit D to the Security Agreement is and shall be deemed to be amendedto reflect such name effective upon the filing by Lessee of the documentationwith the Washington Secretary of State necessary to reflect the commencement ofthe operation of the Facility by Lessee under such name.  

        6.     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, andall of the terms and conditions thereof, as herein modified, are hereby ratifiedand reaffirmed.  In the event of any inconsistency between the provisionsof this Amendment and any of the Documents (as defined in the Maser Lease), theterms of this Amendment shall control and 

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govern and such Documentis deemed amended to conform hereto. In furtherance and not in limitation ofthe foregoing, Lessee does hereby ratify and affirm the provisions of Section1.2 of the Master Lease as the same applies to the Leased Properties as herebyamended to include the Peak Idaho Facilities.

       (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.

       (d)     EffectiveDate. This Third Amendment shall be effective concurrently with theconsummation of the merger of Peak into a wholly owned subsidiary of Guarantor,pursuant to which merger Peak shall be the surviving corporation and shall,upon consummation thereof, be a wholly owned subsidiary of Guarantor (the "Merger");provided, however, in the event the Merger has not been consummated by February1, 2006 then this Third Amendment shall be null and void and of no furtherforce and effect.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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          INWITNESS WHEREOF, the parties have executed this Amendment as of the day andyear first written above.
| **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/  Daniel  J.  Booth                                                     Daniel  J. Booth                        Chief  Operating Officer |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **OMEGA:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **OMEGA HEALTHCARE  INVESTORS, INC.**, a Maryland corporation,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|            By:     /s/  Daniel  J.  Booth                                                     Daniel  J. Booth                        Chief  Operating 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,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **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,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **PEAK MEDICAL OF IDAHO, INC**., a Delaware corporation,  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| By:     /s/ Michael Newman                                             Michael  Newman, Vice President                                                                                                                                                                                                                                                                                |

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| **GUARANTOR:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **SUN HEALTHCARE  GROUP, INC.** a Delaware corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                          By:  /s/  Michael  Newman                                                                       Michael  Newman, Executive Vice President |

(Exhibits availableupon request) 

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