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                                                                    EXHIBIT 10.8





(LOCAL CURRENCY - SINGLE JURISDICTION)




                                 [ISDA(R) LOGO]
                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                           dated as of April 16, 2004


U.S. Bank National Association and Extendicare Health Services, Inc. have
entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:

1.       INTERPRETATION

         (a) DEFINITIONS.  The terms defined in Section 12 and in the Schedule
         will  have the meanings therein specified for the purpose of this
         Master Agreement.

         (b) INCONSISTENCY. In the event of any inconsistency between the
         provision of the Schedule and the other provisions of this Master
         Agreement, the Schedule will prevail. In the event of any inconsistency
         between the provision of any Confirmation and this Master Agreement
         (including the Schedule), such Confirmation will prevail for the
         purpose of the relevant Transaction.

         (c) SINGLE AGREEMENT. All Transactions are entered into in reliance on
         the fact that this Master Agreement and all Confirmations form a single
         agreement between the parties (collectively referred to as this
         "Agreement"), and the parties would not otherwise enter into any
         Transactions.

2.       OBLIGATIONS

         (a) GENERAL CONDITIONS.

               (i)   Each party will make each payment or delivery specified
                     in each Confirmation to be made by it, subject to the
                     other provisions of this Agreement.

               (ii)  Payments under this agreement will be made on the due
                     date for value on that date in the place of the account
                     specified in the relevant Confirmation or otherwise
                     pursuant to this Agreement, in freely transferable funds
                     and in the manner customary for payments in the required
                     currency.

               (iii) Each obligation of each party under Section 2(a)(i)
                     is subject to (1) the condition precedent that no Event of
                     Default or Potential Event of Default with respect to the
                     other party has occurred and is continuing, (2) the
                     condition precedent that no Early Termination Date in
                     respect of the relevant Transaction has occurred or been
                     effectively designated and (3) each other applicable
                     condition precedent specified in this Agreement.


        Copyright(C)1992 by International Swap Dealers Association, Inc.









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         (b) CHANGE OF ACCOUNT. Either party may change its account for
         receiving a payment or delivery by giving notice to the other party at
         least five Local Business Days prior to the scheduled date for the
         payment or delivery to which such change applies unless such other
         party gives timely notice of a reasonable objection to such change.

         (c) NETTING.  If on any date amounts would otherwise be payable:

               (i)   in the same currency; and

               (ii)  in respect of the same Transaction,

         by each party to the other, then, on such date, each party's obligation
         to make payment of any such amount will be automatically satisfied and
         discharged and, if the aggregate amount that would otherwise have been
         payable by one party exceeds the aggregate amount that would otherwise
         have been payable by the other party, replaced by an obligation upon
         the party by whom the larger aggregate amount would have been payable
         to pay to the other party the excess of the larger aggregate amount
         over the smaller aggregate amount.

         The parties may elect in respect of two or more Transactions that a net
         amount will be determined in respect of all amounts payable on the same
         date in the same currency in respect of such Transactions, regardless
         of whether such amounts are payable in respect of the same Transaction.
         The election may be made in the Schedule or a Confirmation by
         specifying that subparagraph (ii) above will not apply to the
         Transactions identified as being subject to the election, together with
         the starting date (in which case subparagraph (ii) above will not, or
         will cease to, apply to such Transactions from such date). This
         election may be made separately for different groups of Transactions
         and will apply separately to each pairing of branches or offices
         through which the parties make and receive payments or deliveries.

         (d) DEFAULT INTEREST;  OTHER AMOUNTS.  Prior to the occurrence or
         effective designation of an Early Termination Date in respect of the
         relevant Transaction, a party that defaults in the performance of any
         payment obligation will, to the extent permitted by law and subject to
         Section 6(c), be required to pay interest (before as well as after
         judgment) on the overdue amount to the other party on demand in the
         same currency as such overdue amount, for the period from (and
         including) the original due date for payment to (but excluding) the
         date of actual payment, at the Default Rate. Such interest will be
         calculated on the basis of daily compounding and the actual number of
         days elapsed. If, prior to the occurrence or effective designation of
         an Early Termination Date in respect of the relevant Transaction, a
         party defaults in the performance of any obligation required to be
         settled by delivery, it will compensate the other party on demand if
         and to the extent provided for in the relevant Confirmation or
         elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into) that:

         (a) BASIC REPRESENTATIONS.

               (i)   STATUS.  It is duly organized and validly existing under
                     the laws of the jurisdiction of its organization or
                     incorporation and, if relevant under such laws, in good
                     standing;

               (ii)  POWERS. It has the power to execute this Agreement
                     and any other documentation relating to this Agreement to
                     which it is a party, to deliver this Agreement and any
                     other documentation relating to this Agreement that it is
                     required by this Agreement to deliver and to perform its
                     obligations under this Agreement and any obligations it has
                     under any Credit Support Document to which it is a party
                     and has taken all necessary action to authorize such
                     execution, delivery and performance;

               (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and
                     performance do not violate or conflict with any law
                     applicable to it, any provision of its constitutional
                     documents, any order or judgment of any court or other
                     agency of government applicable to it or any of its assets
                     or any contractual restriction binding on or affecting it
                     or any of its assets;

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               (iv)  CONSENTS. All governmental and other consents that are
                     required to have been obtained by it with respect to this
                     Agreement or any Credit Support Document to which it is a
                     party have been obtained and are in full force and effect
                     and all conditions of any such consents have been complied
                     with; and

               (v)   OBLIGATIONS BINDING. Its obligations under this Agreement
                     and any Credit Support Document to which it is a party
                     constitute its legal, valid and binding obligations,
                     enforceable in accordance with their respective terms
                     (subject to applicable bankruptcy, reorganization,
                     insolvency, moratorium or similar laws affecting creditors'
                     rights generally and subject, as to enforceability, to
                     equitable principles of general application (regardless of
                     whether enforcement is sought in a proceeding in equity or
                     at law)).

         (b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential
         Event of Default or, to its knowledge, Termination Event with respect
         to it has occurred and is continuing and no such event or circumstance
         would occur as a result of its entering into or performing its
         obligations under this Agreement or any Credit Support document to
         which it is a party.

         (c) ABSENCE OF LITIGATION. There is not pending or, to its
         knowledge, threatened against it or any of its Affiliates any action,
         suit or proceeding at law or in equity or before any court, tribunal,
         governmental body, agency or official or any arbitrator that is likely
         to affect the legality, validity or enforceability against it of this
         Agreement or any Credit Support Document to which it is a party or its
         ability to perform its obligations under this Agreement or such Credit
         Support Document.

         (d) ACCURACY OF SPECIFIED INFORMATION. All applicable information
         that is furnished in writing by or on behalf of it to the other party
         and is identified for the purpose of this Section 3(d) in the Schedule
         is, as of the date of the information, true, accurate and complete in
         every material respect.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party;

         (a) FURNISH SPECIFIED INFORMATION.  It will deliver to the other party
         any forms, documents or certificates specified in the Schedule or any
         Confirmation by the date specified in the Schedule or such Confirmation
         or, if none is specified, as soon as reasonably practicable.

         (b) MAINTAIN AUTHORIZATIONS. It will use all reasonable efforts to
         maintain in full force and effect all consents of any governmental or
         other authority that are required to be obtained by it with respect to
         this Agreement or any Credit Support Document to which it is a party
         and will use all reasonable efforts to obtain any that may become
         necessary in the future.

         (c) COMPLY WITH LAWS. It will comply in all material respects with all
         applicable laws and orders to which it may be subject if failure so to
         comply would materially impair its ability to perform its obligations
         under this Agreement or any Credit Support Document to which it is a
         party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

         (a) EVENTS OF DEFAULT. The occurrence at any time with respect to a
         party or, if applicable, any Credit Support Provider of such party or
         any Specified Entity of such party of any of the following events
         constitutes an event of default (an "Event of Default") with respect to
         such party;

               (i)   FAILURE TO PAY OR DELIVER. Failure by the party to make,
                     when due, any payment under this Agreement or delivery
                     under Section 2(a)(i) or 2(d) required to be made by it if
                     such failure is not remedied on or before the third Local
                     Business Day after notice of such failure is given to the
                     party;

               (ii)  BREACH OF AGREEMENT.  Failure by the party to comply with
                     or perform any agreement or obligation (other than an
                     obligation to make any payment under this Agreement or
                     delivery

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                     under Section 2(a)(i) or 2(d) or to give notice of a
                     Termination Event) to be complied with or performed by the
                     party in accordance with this Agreement if such failure is
                     not remedied on or before the thirtieth day after notice of
                     such failure is given to the party;

               (iii) CREDIT SUPPORT DEFAULT.

                     (1)  failure by the party or any Credit Support Provider
                          of such party to comply with or perform any agreement
                          or obligation to be complied with or performed by it
                          in accordance with any Credit Support Document if such
                          failure is continuing after any applicable grace
                          period has elapsed;

                     (2)  the expiration or termination of such Credit Support
                          Document or the failing or ceasing of such Credit
                          Support Document to be in full force and effect for
                          the purpose of this Agreement (in either case other
                          than in accordance with its terms) prior to the
                          satisfaction of all obligations of such party under
                          each Transaction to which such Credit Support Document
                          relates without the written consent of the other
                          party; or

                     (3)  the party or such Credit Support Provider disaffirms,
                          disclaims, repudiates or rejects, in whole or in part,
                          or challenges the validity of, such Credit Support
                          Document;

               (iv)  MISREPRESENTATION. A representation made or repeated
                     or deemed to have been made or repeated by the party or any
                     Credit Support Provider of such party in this Agreement or
                     any Credit Support Document proves to have been incorrect
                     or misleading in any material respect when made or repeated
                     or deemed to have been made or repeated;

               (v)   DEFAULT UNDER SPECIFIED TRANSACTION.  The party, any
                     Credit Support Provider of such party or any applicable
                     Specified Entity of such party (1) defaults under a
                     Specified Transaction and, after giving effect to any
                     applicable notice requirement or grace period, there occurs
                     a liquidation of, an acceleration of obligations under, or
                     an early termination of, that Specified Transaction, (2)
                     defaults, after giving effect to any applicable notice
                     requirement or grace period, in making any payment or
                     delivery due on the last payment, delivery or exchange date
                     of, or any payment on early termination of, a Specified
                     Transaction (or such default continues for at least three
                     Local Business Days if there is no applicable notice
                     requirement or grace period) or (3) disaffirms, disclaims,
                     repudiates or rejects, in whole or in part, a Specified
                     Transaction (or such action is taken by any person or
                     entity appointed or empowered to operate it or act on its
                     behalf);

               (vi)  CROSS DEFAULT.  If "Cross Default" is specified in the
                     Schedule as applying to the party, the occurrence or
                     existence of (1) a default, event of default or other
                     similar condition or event (however described) in respect
                     of such party, any Credit Support Provider of such party or
                     any applicable Specified Entity of such party under one or
                     more agreements or instruments relating to Specified
                     Indebtedness of any of them (individually or collectively)
                     in an aggregate amount of not less than the applicable
                     Threshold Amount (as specified in the Schedule) which has
                     resulted in such Specified Indebtedness becoming, or
                     becoming capable at such time of being declared, due and
                     payable under such agreements or instruments, before it
                     would otherwise have been due and payable or (2) a default
                     by such party, such Credit Support Provider or such
                     Specified Entity (individually or collectively) in making
                     one or more payments on the due date thereof in an
                     aggregate amount of not less than the applicable Threshold
                     Amount under such agreements or instruments (after giving
                     effect to any applicable notice requirement or grace
                     period);

               (vii) BANKRUPTCY. The party, any Credit Support Provider of
                     such party or any applicable Specified Entity of such
                     party:

                     (1)  is dissolved (other than pursuant to a consolidation,
                          amalgamation or merger); (2) becomes insolvent or is
                          unable to pay its debts or fails or admits in writing
                          its inability generally to pay its debts as they
                          become due; (3) makes a general assignment,
                          arrangement or composition with or for the benefit of
                          its creditors; (4) institutes or has instituted
                          against it a proceeding seeking a judgment of
                          insolvency or bankruptcy or any other relief under any
                          bankruptcy or insolvency law or other similar law
                          affecting

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                          creditors' rights, or a petition is present for its
                          winding-up or liquidation, and, in the case of any
                          such proceeding or petition instituted or presented
                          against it, such proceeding or petition (A) results in
                          a judgment of insolvency or bankruptcy or the entry of
                          an order for relief or the making of an order for its
                          winding-up or liquidation or (B) is not dismissed,
                          discharged, stayed or restrained in each case within
                          30 days of the institution or presentation thereof;
                          (5) has a resolution passed for its winding-up,
                          official management or liquidation (other than
                          pursuant to a consolidation, amalgamation or merger);
                          (6) seeks or becomes subject to the appointment of an
                          administrator, provisional liquidator, conservator,
                          receiver, trustee, custodian or other similar official
                          for it or for all or substantially all its assets; (7)
                          has a secured party take possession of all or
                          substantially all its assets or has a distress,
                          execution, attachment, sequestration or other legal
                          process levied, enforced or sued on or against all or
                          substantially all its assets and such secured party
                          maintains possession, or any such process is not
                          dismissed, discharged, stayed or restrained, in each
                          case within 30 days thereafter; (8) causes or is
                          subject to any event with respect to it which, under
                          the applicable laws of any jurisdiction, has an
                          analogous effect to any of the events specified in
                          clauses (1) to (7) (inclusive); or (9) takes any
                          action in furtherance of, indicating its consent to,
                          approval of, or acquiescence in, any of the foregoing
                          acts; or

               (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support
                      Provider of such party consolidates or amalgamates with,
                      or merges with or into, or transfers all or substantially
                      all its assets to, another entity and, at the time of such
                      consolidation, amalgamation, merger or transfer:

                     (1)  the resulting, surviving or transferee entity fails
                          to assume all the obligations of such party or such
                          Credit Support Provider under this Agreement or any
                          Credit Support Document to which it or its predecessor
                          was a party by operation of law or pursuant to an
                          agreement reasonably satisfactory to the other party
                          to this Agreement; or

                     (2)  the benefits of any Credit Support Document fail to
                          extend (without the consent of the other party) to the
                          performance by such resulting, surviving or transferee
                          entity of its obligations under this Agreement.

         (b) TERMINATION EVENTS. The occurrence at any time with respect to a
         party or, if applicable, any Credit Support Provider of such party or
         any Specified Entity of such party of any event specified below
         constitutes an Illegality if the event is specified in (i) below, and,
         if specified to be applicable, a Credit Event Upon Merger if the event
         is specified pursuant to (ii) below or an Additional Termination Event
         if the event is specified pursuant to (iii) below:

                  (i) ILLEGALITY. Due to the adoption of, or any change in,  any
                      applicable law after the date on which a Transaction is
                      entered into, or due to the promulgation of, or any change
                      in, the interpretation by any court, tribunal or
                      regulatory authority with competent jurisdiction of any
                      applicable law after such date, it becomes unlawful (other
                      than as a result of a breach by the party of Section 4(b))
                      for such party (which will be the Affected Party):

                     (1)  to perform any absolute or contingent obligation to
                          make a payment or delivery or to receive a payment or
                          delivery in respect of such Transaction or to comply
                          with any other material provision of this Agreement
                          relating to such Transaction; or

                     (2)  to perform, or for any Credit Support Provider of
                          such party to perform, any contingent or other
                          obligation which the party (or such Credit Support
                          Provider) has under any Credit Support Document
                          relating to such Transaction;

                 (ii) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger"
                      is specified in the Schedule as applying to the party,
                      such party ("X"), any Credit Support Provider of X or any
                      applicable Specified Entity of X consolidates or
                      amalgamates with, or merges with or into, or transfers all
                      or substantially all its assets to, another entity and
                      such action does not constitute an event described in
                      Section 5(a)(viii) but the creditworthiness of the
                      resulting, surviving or transferee entity is materially
                      weaker than that of X, such Credit Support Provider or
                      such Specified Entity,

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                      as the case may be, immediately prior to such action (and,
                      in such event, X or its successor or transferee, as
                      appropriate, will be the Affected Party); or

                (iii) ADDITIONAL TERMINATION EVENT. If any "Additional
                      Termination Event" is specified in the Schedule or any
                      Confirmation as applying, the occurrence of such event
                      (and, in such event, the Affected Party or Affected
                      Parties shall be as specified for such Additional
                      Termination Event in the Schedule or such Confirmation).

         (c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
         would otherwise constitute or give rise to an Event of Default also
         constitutes an illegality, it will be treated as an illegality and will
         not constitute an Event of Default.

6.       EARLY TERMINATION

         (a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT.  If at any time an
         Event of Default with respect to a party (the "Defaulting Party") has
         occurred and is then continuing, the other party (the "Non-defaulting
         Party") may, by not more than 20 days notice to the Defaulting Party
         specifying the relevant Event of Default, designate a day not earlier
         than the day such notice is effective as an Early Termination Date in
         respect of all outstanding Transactions. If, however, "Automatic Early
         Termination" is specified in the Schedule as applying to a party, then
         an Early Termination Date in respect of all outstanding Transactions
         will occur immediately upon the occurrence with respect to such party
         of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
         or, to the extent analogous thereof, (8), and as of the time
         immediately preceding the institution of the relevant proceeding or the
         presentation of the relevant petition upon the occurrence with respect
         to such party of an Event of Default specified in Section 5(a)(vii)(4)
         or, to the extent analogous thereto, (8).

         (b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

               (i)   NOTICE. If a Termination Event occurs, an Affected Party
               will, promptly upon becoming aware of it, notify the other
               party, specifying the nature of that Termination Event and each
               Affected Transaction and will also give such other information
               about that Termination Event as the other party may reasonably
               require.

               (ii)   TWO AFFECTED PARTIES. If an Illegality under Section
               5(b)(i)(1) occurs and there are two Affected Parties, each party
               will use all reasonable efforts to reach agreement within 30
               days after notice thereof is given under Section 6(b)(i) on
               action to avoid that Termination Event.

               (iii)  RIGHT TO TERMINATE.  If:

                     (1) an agreement under Section 6(b)(ii) has not been
                         effected with respect to all Affected Transactions
                         within 30 days after an Affected Party gives notice
                         under Section 6(b)(i); or

                     (2) an Illegality other than that referred to in Section
                         6(b)(ii), a Credit Event Upon Merger or an Additional
                         Termination Event occurs,

                     either party in the case of an Illegality, any Affected
                     Party in the case of an Additional Termination Event if
                     there is more than one Affected Party, or the party which
                     is not the Affected Party in the case of a Credit Event
                     Upon Merger or an Additional Termination Event if there is
                     only one Affected Party may, by not more than 20 days
                     notice to the other party and provided that the relevant
                     Termination Event is then continuing, designate a day not
                     earlier than the day such notice is effective as an Early
                     Termination Date in respect of all Affected Transactions.

        (c)  EFFECT OF DESIGNATION.

               (i)   If notice designating an Early Termination Date is given
                     under Section 6(a) or (b), the Early Termination Date will
                     occur on the date so designated, whether or not the
                     relevant Event of Default or Termination is then
                     continuing.

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               (ii)  Upon the occurrence or effective designation of an Early
                     Termination Date, no further payments or deliveries under
                     Section 2(a)(i) or 2(d) in respect of the Terminated
                     Transactions will be required to be made, but without
                     prejudice to the other provisions of this Agreement. The
                     amount, if any, payable in respect of an Early Termination
                     Date shall be determined pursuant to Section 6(e).

         (d)  CALCULATIONS.

               (i)   STATEMENT.  On or as soon as reasonably practicable
                     following the occurrence of an Early Termination Date, each
                     party will make the calculations on its part, if any,
                     contemplated by Section 6(e) and will provide to the other
                     party a statement (1) showing, in reasonable detail, such
                     calculations (including all relevant quotations and
                     specifying any amount payable under Section 6(e)) and (2)
                     giving details of the relevant account to which any amount
                     payable to it is to be paid. In the absence of written
                     confirmation from the source of a quotation obtained in
                     determining a Market Quotation, the records of the party
                     obtaining such quotation will be conclusive evidence of the
                     existence and accuracy of such quotation.

               (ii)  PAYMENT DATE.  An amount calculated as being due in
                     respect of any Early Termination Date under Section 6(e)
                     will be payable on the day that notice of the amount
                     payable is effective (in the case of an Early Termination
                     Date which is designated or occurs as a result of an Event
                     of Default) and on the day which is two Local Business Days
                     after the day on which notice of the amount payable is
                     effective (in the case of an Early Termination Date which
                     is designated as a result of a Termination Event). Such
                     amount will be paid together with (to the extent permitted
                     under applicable law) interest thereon (before as well as
                     after judgment), from (and including) the relevant Early
                     Termination Date to (but excluding) the date such amount is
                     paid, at the Applicable Rate. Such interest will be
                     calculated on the basis of daily compounding and the actual
                     number of days elapsed.

         (e)  PAYMENTS ON EARLY TERMINATION. If an Early Termination Date
         occurs, the following provisions shall apply based on the parties'
         election in the Schedule of a payment measure, either "Market
         Quotation" or "Loss", and a payment method, either the "First Method"
         or the "Second Method". If the parties fail to designate a payment
         measure or payment method in the Schedule, it will be deemed that
         "Market Quotation" or the "Second Method", as the case may be, shall
         apply. The amount, if any, payable in respect of an Early Termination
         Date and determined pursuant to this Section will be subject to any
         Set-off.

               (i)   EVENTS OF DEFAULT.  If the Early Termination Date results
                     from an Event of Default:


                     (1) FIRST METHOD AND MARKET QUOTATION. If the First Method
                         and Market Quotation apply, the Defaulting Party will
                         pay to the Non-defaulting Party the excess, if a
                         positive number, of (A) the sum of the Settlement
                         Amount (determined by the Non-defaulting Party) in
                         respect of the Terminated Transactions and the Unpaid
                         Amounts owing to the Non-defaulting Party over (B) the
                         Unpaid Amounts owing to the Defaulting Party.

                     (2) FIRST METHOD AND LOSS.  If the First Method and Loss
                         apply, the Defaulting Party will pay to the
                         Non-defaulting Party, if a positive number, the
                         Non-defaulting Party's Loss in respect of this
                         Agreement.

                     (3) SECOND METHOD AND MARKET QUOTATION.  If the Second
                         Method and Market Quotation apply, an amount will be
                         payable equal to (A) the sum of the Settlement Amount
                         (determined by the Non-defaulting Party) in respect of
                         the Terminated Transactions and the Unpaid Amounts
                         owing to the Non-defaulting Party less (B) the Unpaid
                         Amounts owing to the Defaulting Party. If that amount
                         is a positive number, the Defaulting Party will pay it
                         to the Non-defaulting Party; if it is a negative
                         number, the Non-defaulting Party will pay the absolute
                         value of that amount to the Defaulting Party.

                     (4) SECOND METHOD AND LOSS.  If the Second Method and Loss
                         apply, an amount will be payable equal to the
                         Non-defaulting Party's Loss in respect of this
                         Agreement. If that amount is a positive number, the
                         Defaulting Party will pay it to the Non-defaulting

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                         Party; if it is a negative number, the Non-defaulting
                         Party will pay the absolute value of that amount to the
                         Defaulting Party.

               (ii)  TERMINATION EVENTS.  If the Early Termination Date results
                     from a Termination Event:

                     (1) ONE AFFECTED PARTY.  If there is one Affected Party,
                         the amount payable will be determined in accordance
                         with Section 6(e)(i)(3), if Market Quotation applies,
                         or Section 6(e)(i)(4), if Loss applies, except that, in
                         either case, references to the Defaulting Party and to
                         the Non-defaulting Party will be deemed to be
                         references to the Affected Party and the party which is
                         not the Affected Party, respectively, and, if Loss
                         applies and fewer than all the Transactions are being
                         terminated, Loss shall be calculated in respect of all
                         Terminated Transactions.

                     (2) TWO AFFECTED PARTIES.  If there are two Affected
                         Parties:

                         (A) If Market Quotation applies, each party will
                             determine a Settlement Amount in respect of the
                             Terminated Transactions, and an amount will be
                             payable equal to (I) the sum of (a) one-half of the
                             difference between the Settlement Amount of the
                             party with the higher Settlement Amount ("X") and
                             the Settlement Amount of the party with the lower
                             Settlement Amount ("Y") and (b) the Unpaid Amounts
                             owing to X less (II) the Unpaid Amounts owing to Y;
                             and

                         (B) If Loss applies, each party will determine its
                             Loss in respect of this Agreement (or, if fewer
                             than all the Transactions are being terminated, in
                             respect of all Terminated Transactions) and an
                             amount will be payable equal to one-half of the
                             difference between the Loss of the party with the
                             higher Loss ("X") and the Loss of the party with
                             the lower Loss ("Y").

                             If the amount payable is a positive number, Y will
                             pay it to X; if it is a negative number, X will pay
                             the absolute value of that amount to Y.

               (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an
                     Early Termination Date occurs because "Automatic Early
                     Termination" applies in respect of a party, the amount
                     determined under this Section 6(e) will be subject to such
                     adjustments as are appropriate and permitted by law to
                     reflect any payments or deliveries made by one party to the
                     other under this Agreement (and retained by such other
                     party) during the period from the relevant Early
                     Termination Date to the date for payment determined under
                     Section 6(d)(ii).

               (iv)  PRE-ESTIMATE. The parties agree that if Market Quotation
                     applies an amount recoverable under this Section 6(e) is a
                     reasonable pre-estimate of loss and not a penalty. Such
                     amount is payable for the loss of bargain and the loss of
                     protection against future risks and except as otherwise
                     provided in this Agreement neither party will be entitled
                     to recover any additional damages as a consequence of such
                     losses.

7.       TRANSFER

Neither this Agreement nor any interest or obligation in or under this Agreement
may be transferred (whether by way of security or otherwise) by either party
without the prior written consent of the other party, except that:

         (a) a party may make such a transfer of this Agreement pursuant to a
         consolidation or amalgamation with, or merger with or into, or transfer
         of all or substantially all its assets to, another entity (but without
         prejudice to any other right or remedy under this Agreement); and

         (b) a party may make such a transfer of all or any part of its interest
         in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

                                       8

<PAGE>





8.       MISCELLANEOUS

         (a) ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
         and understanding of the parties with respect to its subject matter and
         supersedes all oral communication and prior writings with respect
         thereto.

         (b) AMENDMENTS. No amendment modification or waiver in respect of this
         Agreement will be effective unless in writing (including a writing
         evidence by a facsimile transmission) and executed by each of the
         parties or confirmed by an exchange of telexes or electronic messages
         on an electric messaging system.

         (c) SURVIVAL OF OBLIGATIONS.  Without prejudice to Sections 2(a)(iii)
         and 6(c)(ii), the obligations of the parties under this Agreement will
         survive the termination of any Transaction.

         (d) REMEDIES CUMULATIVE.  Except as provided in this Agreement, the
         rights, powers, remedies and privileges provided in this Agreement are
         cumulative and not exclusive of any rights, powers, remedies and
         privileges provided by law.

         (e) COUNTERPARTS AND CONFIRMATIONS.

               (i)   This Agreement (and each amendment, modification, and
                     waiver in respect of it) may be executed and delivered in
                     counterparts (including by facsimile transmission), each of
                     which will be deemed an original.

               (ii)  The parties intend that they are legally bound by the
                     terms of each Transaction from the moment they agree to
                     those terms (whether orally or otherwise). A Confirmation
                     shall be entered into as soon as practicable and may be
                     executed and delivered in counterparts (including by
                     facsimile transmission) or be created by an exchange of
                     telexes or by an exchange of electronic messages on an
                     electronic messaging system, which in each case will be
                     sufficient for all purposes to evidence a binding
                     supplement to this Agreement. The parties will specify
                     therein or through another effective means that any such
                     counterpart, telex or electronic message constitutes a
                     Confirmation.

         (f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right,
         power or privilege in respect of this Agreement will not be presumed to
         operate as a waiver, and a single or partial exercise of any right
         power or privilege will not be presumed to preclude any subsequent or
         further exercise, of that right power or privilege or the exercise of
         any other right power or privilege.

         (g) HEADINGS. The headings used in this Agreement are for convenience
         of reference only and are not to affect the construction of or to be
         taken into consideration in interpreting this Agreement.

9.       EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees,
incurred by such other party by reason of the enforcement and protection of its
rights under this Agreement or any Credit Support Document to which the
Defaulting Party is a party or by reason of the early termination of any
Transaction, including, but not limited to, costs of collection.

10.      NOTICES

         (a) EFFECTIVENESS. Any notice or other communication in respect of this
         Agreement may be given in any manner set forth below (except that a
         notice or other communication under Section 5 or 6 may not be given by
         facsimile transmission or electronic messaging system) to the address
         or number or in accordance with the electronic messaging system details
         provided (see the Schedule) and will be deemed effective as indicated:

               (i)   if in writing and delivered in person or by courier on the
                     date it is delivered;

               (ii)  if sent by telex, on the day the recipient's answerback is
                     received;


                                       9

<PAGE>





               (iii) if sent by facsimile transmission, on the date that
                     transmission is received by a responsible employee of the
                     recipient in legible form (it being agreed that the burden
                     of proving receipt will be on the sender and will not be
                     met by a transmission report generated by the sender's
                     facsimile machine);

               (iv)  if sent by certified or registered mail (airmail, if
                     overseas) or the equivalent (return receipt requested), on
                     the date that mail is delivered or its delivery is
                     attempted; or

               (v)   if sent by electronic messaging system, on the date that
                     electronic message is received,

         unless the date of that delivery (or attempted delivery) or that
         receipt, as applicable, is not a Local Business Day or that
         communication is delivered (or attempted) or received, as applicable,
         after the close of business on a Local Business Day, in which case that
         communication shall be deemed given and effective on the first
         following day that is a Local Business Day.

         (b) CHANGE OF ADDRESSES. Either party may by notice to the other change
         the address, telex or facsimile number or electronic messaging system
         details at which notices or other communications are to be given to it.

11.      GOVERNING LAW AND JURISDICTION

         (a) GOVERNING LAW.  This Agreement will be governed by and construed in
         accordance with the law specified in the Schedule.

         (b) JURISDICTION.  With respect to any suit, action or proceedings
         relating to this Agreement ("Proceedings"), each party irrevocably:

               (i)   submits to the jurisdiction of the English courts, if
                     this Agreement is expressed to be governed by English law,
                     or to the non-exclusive jurisdiction of the courts of the
                     State of New York and the United States District Court
                     located in the Borough of Manhattan in New York City, if
                     this Agreement is expressed to be governed by the laws of
                     the State of New York; and

               (ii)  waives any objection which it may have at any time to
                     the laying of venue of any Proceedings brought in any such
                     court, waives any claim that such Proceedings have been
                     brought in an inconvenient forum and further waives the
                     right to object, with respect to such Proceedings, that
                     such court does not have any jurisdiction over such party.

         Nothing in this Agreement precludes either party from bringing
         Proceedings in any other jurisdiction (outside, if this Agreement is
         expressed to be governed by English law, the Contracting States, as
         defined in Section 1(3) of the Civil Jurisdiction and Judgments Act
         1982 or any modification, extension or re-enactment thereof for the
         time being in force) nor will the bringing of Proceedings in any one or
         more jurisdictions preclude the bringing of Proceedings in any other
         jurisdiction.

         (c) WAIVER OF IMMUNITIES.  Each party irrevocably waives, to the
         fullest extent permitted by applicable law, with respect to itself and
         its revenues and assets (irrespective of their use or intended use),
         all immunity on the grounds of sovereignty or other similar grounds
         from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
         injunction, order for specific performance or for recovery of property,
         (iv) attachment of its assets (whether before or after judgment) and
         (v) execution or enforcement of any judgment to which it or its
         revenues or assets might otherwise be entitled in any Proceedings in
         the courts of any jurisdiction and irrevocably agrees, to the extent
         permitted by applicable law, that it will not claim any such immunity
         in any Proceedings.

12.      DEFINITIONS

As used in this Agreement:

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

                                       10

<PAGE>





"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, all Transactions affected by the occurrence of such
Termination Event and (b) with respect to any other Termination Event, all
Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:

               (a)   in respect of obligations payable or deliverable (or which
                     would have been but for Section 2(a)(iii)) by a Defaulting
                     Party, the Default Rate;

               (b)   in respect of an obligation to pay an amount under Section
                     6(e) of either party from and after the date (determined in
                     accordance with Section 6(d)(ii)) on which that amount is
                     payable, the Default Rate;

               (c)   in respect of all other obligations payable or deliverable
                     (or which would have been but for Section 2(a)(iii)) by a
                     Non-defaulting Party, the Non-default Rate; and

               (d)   in all other cases, the Termination Rate.

"CONSENT" includes a consent, approval, action, authorization, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iii).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"LAW" includes any treaty, law, rule or regulation and "lawful" and "unlawful"
will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located, (c) in
relation to any notice or other communication, including notice contemplated
under Section 5(a)(i), in the city specified in the address for notice provided
by the recipient and, in the case of a notice contemplated by Section 2(b), in
the place where the relevant new account is to be located and (d) in relation to
Section 5(a)(v)(2), in the relevant locations for performance with respect to
such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, an amount that party reasonably
determines in good faith to be its total losses and costs (or gain, in which
case expressed as a negative number) in connection with this Agreement or that
Terminated Transaction or group of Terminated Transactions, as the case may be,
including any loss of bargain, cost of funding or, at the election of such party
but without duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or

                                       11

<PAGE>





delivery required to have been made (assuming satisfaction of each applicable
condition precedent) on or before the relevant Early Termination Date and not
made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or
6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 9. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time (without regard to different
time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means with respect to a party and any Early Termination
Date, the sum of:

               (a)   The Market Quotations (whether positive or negative) for
                     each Terminated Transaction or group of Terminated
                     Transactions for which a Market Quotation is determined;
                     and

                                       12



<PAGE>





               (b)   such party's Loss (whether positive or negative and without
                     reference to any Unpaid Amounts) for each Terminated
                     Transaction or group of Terminated Transactions for which
                     Market Quotation cannot be determined or would not (in the
                     reasonable belief of the party making the determination)
                     produce a commercially reasonable result.

"SPECIFIED ENTITY" has the meaning specified in the Schedule.

"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION EVENT" means an Illegality or, if specified to be applicable, a
Credit Event Upon Merger or an Additional Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the fair market values reasonably determined by both
parties.



                           [SIGNATURE PAGE TO FOLLOW]

                                       13

<PAGE>





IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.


U.S. BANK                                   EXTENDICARE HEALTH SERVICES, INC.
NATIONAL ASSOCIATION


By:                                         By:
   ---------------------------------------     ---------------------------------
Name:                                       Name:
         ---------------------------------       -------------------------------
Title:                                      Title:
         ---------------------------------        ------------------------------
Date:                                       Date:
         ---------------------------------       -------------------------------





                                       14
<PAGE>

(Local Currency-Single Jurisdiction)


                        SCHEDULE TO THE MASTER AGREEMENT
                           DATED AS OF APRIL 16, 2004
                                     BETWEEN
                   U.S. BANK NATIONAL ASSOCIATION ("PARTY A")
                                       AND
                  EXTENDICARE HEALTH SERVICES, INC. ("PARTY B")


Part 1:  TERMINATION PROVISIONS AND CERTAIN OTHER MATTERS

         (a)      "SPECIFIED ENTITY" means, in relation to Party A, for the
                  purpose of:

SECTION 5(a)(v), none;

SECTION 5(a)(vi), none;

SECTION 5(a)(vii), none; and

SECTION 5(b)(ii), none;

                  and, in relation to Party B, for the purpose of:

SECTION 5(a)(v), All Affiliates;

SECTION 5(a)(vi), All Affiliates;

SECTION 5(a)(vii), All Affiliates; and

SECTION 5(b)(ii), All Affiliates.

         (b)      "SPECIFIED TRANSACTION" will have the meaning specified in
                  Section 12 of this Agreement.

         (c)      The "CROSS-DEFAULT" provisions of Section 5(a)(vi) will apply
                  to Party A and Party B.  In connection therewith,

                  "SPECIFIED INDEBTEDNESS" will have the meaning specified in
                  Section 12, except that such term shall not include
                  obligations in respect of deposits received in the ordinary
                  course of a party's banking business, and

                  "THRESHOLD AMOUNT" means, in relation to Party A an amount
                  equal to Ten Million Dollars ($10,000,000.00), and in relation
                  to Party B an amount equal to ($0.00).



                                       1
<PAGE>



         (d)      The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(ii)
                  will apply to Party A and Party B; provided, however, that the
                  phrase "materially weaker" means that the actual or implied
                  Credit Rating of (A) the senior long-term debt of the
                  resulting, surviving or transferee entity is rated less than
                  BBB- by Standard & Poor's Corporation or Baa3 by Moody's
                  Investors Service Inc., or (B) in the event that there are no
                  such Standard & Poor's Corporation or Moody's Investors
                  Service, Inc. ratings, the Policies (as defined below) in
                  effect at the time, of the party which is not the Affected
                  Party, would lead such non-Affected Party, solely as a result
                  of a change in the nature, character, identity or condition of
                  the Affected Party from its state (as a party to this
                  Agreement) prior to such consolidation, amalgamation, merger
                  or transfer, to decline to make an extension of credit to, or
                  enter into a Transaction with, the resulting, surviving or
                  transferee entity. "Policies", for the purposes of this
                  definition means: (x)(i) internal credit limits applicable to
                  individual entities or (ii) other limits on doing business
                  with entities domiciled or doing business in certain
                  jurisdictions or engaging in certain activities, or (y)
                  internal restrictions on doing business with entities with
                  whom the party which is not the Affected Party has had prior
                  adverse business relations.

                           In addition, Section 5(b)(ii) is hereby amended by:

                                    (i)      deleting in the fourth line thereof
                                             the words "another entity" and
                                             replacing them with the words "or
                                             receives all or substantially all
                                             of the assets of another entity or
                                             reorganizes, incorporates,
                                             reincorporates, or reconstitutes
                                             into or as, another entity or X,
                                             such Credit Support Provider, or
                                             such Specified Entity, as the case
                                             may be, effects a recapitalization,
                                             liquidating dividend, leveraged
                                             buy-out, other similar
                                             highly-leveraged transaction,
                                             redemption of indebtedness, or
                                             stock buy-back or similar call on
                                             equity or enters into any agreement
                                             providing for the foregoing."

                                    (ii)     deleting in the fifth line thereof
                                             the words "the resulting, surviving
                                             or transferee" and replacing them
                                             with the words "X or any resulting,
                                             surviving, transferee, reorganized,
                                             or recapitalized", and

                                    (iii)    deleting in the seventh line
                                             thereof the words "its successor or
                                             transferee" and replacing them with
                                             the words " any resulting,
                                             surviving, transferee, reorganized,
                                             or recapitalized entity."

         (e)      The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a)
                  will not apply to Party A.  As to Party B, Automatic Early
                  Termination shall apply.

         (f)      PAYMENTS ON EARLY TERMINATION.  For the purpose of Section
                  6(e) of this Agreement:


                                       2
<PAGE>


                  (i)      Market Quotation will apply.

                  (ii)     The Second Method will apply.

         (g)      ADDITIONAL TERMINATION EVENT will not apply to Party A. As to
                  Party B, an Additional Termination Event shall occur upon (i)
                  termination of any agreements between Party A (or any
                  Affiliate of Party A) and Party B (or any Specified Entity of
                  or Credit Support Provider for Party B), or (ii) any demand
                  for payment under any agreements between Party A (or any
                  Affiliate of Party A) and Party B (or any Specified Entity of
                  or Credit Support Provider for Party B). For the purpose of
                  the foregoing Termination Event, the Affected Party shall be
                  Party B and the non-Affected Party shall be Party A.

Part 2: AGREEMENT TO DELIVER DOCUMENTS

<TABLE>
<CAPTION>

PARTY REQUIRED TO       FORM/DOCUMENT/                               DATE BY WHICH TO BE                COVERED BY SECTION 3(d)
DELIVER DOCUMENT        CERTIFICATE                                  DELIVERED                          REPRESENTATION
<S>                     <C>                                          <C>                                <C>
Party B                 Certified copies of all                      Upon execution and                 Yes
                        resolutions and authorizations and           delivery of this Agreement
                        any other documents with respect
                        to the execution, delivery and
                        performance of this Agreement
                        satisfactory to Party A

Party B                 Certificate of authority and                 Upon execution and                 Yes
                        specimen signatures of individuals           delivery of this Agreement
                        executing this Agreement and                 and thereafter, upon
                        Confirmations                                request of the other Party

Party B                 Consolidated and consolidating               Upon request of Party A            Yes
                        balance sheet and income
                        statements -- quarterly
                        (unaudited) and annually (audited)

Party B                 A cross-collateralization                    Upon execution and                 Yes
                        agreement satisfactory to Party A            delivery of this Agreement
                        from Party B and any Credit Support
                        Providers for Party B, plus all other
                        agreements deemed necessary by Party A
                        to evidence such cross-collateralization
                        satisfactory to Party A


</TABLE>


                                       3
<PAGE>


Part 3.  MISCELLANEOUS

         (a)      ADDRESS FOR NOTICES.  For the Purpose of Section 10(a) of this
                  Agreement:

Any notice shall be delivered to the address or facsimile or telex number
specified in the relevant Confirmation of a Transaction. For Purposes of
Sections 5 and 6 of this Agreement, any notice shall also be delivered to the
following address:

Address for notice or communications to Party A:

         U.S. Bank National Association
         ATTN: Randy Bailey / Derivative Operations
         800 Nicollet Mall
         Mail Location: BC-MN-H18S
         Minneapolis, Minnesota  55402
         (612) 303-4128 Phone
         (612) 303-1353 Fax

Address for notice or communications to Party B:

         Extendicare Health Services, Inc.
         ATTN:  Janet L. Kreilein
         111 West Michigan Street
         Milwaukee, Wisconsin  53203
         (414) 908-8000 Phone
         (414) 908-8088 Fax

         (b)      CALCULATION AGENT.  The Calculation Agent is Party A.

         (c)      CREDIT SUPPORT DOCUMENT. Credit Support Document is not
                  applicable in relation to Party A. Credit Support Document is
                  applicable in relation to Party B and shall mean each
                  agreement and instrument, now or hereafter existing, of any
                  kind or nature which secures, guarantees or otherwise provides
                  direct or indirect assurance of payment or performance of any
                  existing or future obligation of Party B under this Agreement,
                  made by or on behalf of any person or entity (including,
                  without limiting the generality of the foregoing, any credit
                  or loan agreement, note, reimbursement agreement, security
                  agreement, mortgage, pledge agreement, assignment of rents or
                  any other agreement or instrument granting any lien, security
                  interest, assignment, charge or encumbrance to secure any such
                  obligation, any guaranty, suretyship, letter of credit or
                  subordination agreement relating to any such obligation and
                  any "keep well" or other financial support agreement relating
                  to Party B or any Credit Support Provider) in favor of Party A
                  or any of its Affiliates.

         (d)      CREDIT SUPPORT PROVIDER. Credit Support Provider is not
                  applicable in relation to Party A. Credit Support Provider is
                  applicable in relation to Party B and means any


                                       4
<PAGE>




                  person or entity (other than Party B), that now or hereafter
                  secures, guarantees or otherwise provides direct or indirect
                  assurance of payment or performance of any existing or future
                  obligation of Party B under this Agreement or any Credit
                  Support Document, including but not limited to the following
                  persons and/or entities: Extendicare Holdings, Inc.

         (e)      GOVERNING LAW. This Agreement will be governed by and
                  construed in accordance with the laws of the state of New York
                  (without reference to choice of law doctrine).

         (f)      "AFFILIATE" will have the meaning specified in Section 12 of
                  this Agreement.

Part 4. OTHER PROVISIONS

         (a) SET-OFF. Any amount (the "Early Termination Amount") payable to one
party (the "Payee") by the other party (the "Payer") under Section 6(e), in
circumstances where there is a Defaulting Party or one Affected Party in the
case where a Termination Event under Section 5(b)(ii) has occurred, will, at the
option of the party ("X") other than the Defaulting Party or the Affected Party
(and without prior notice to the Defaulting Party or the Affected Party), be
reduced by its set-off against any amount(s) (the "Other Agreement Amount")
payable (whether at such time or in the future or upon the occurrence of a
contingency) by the Payee to the Payer (irrespective of the currency, place of
payment or booking office of the obligation) under any other agreement(s)
between the Payee and the Payer or instrument(s) or undertaking(s) issued or
executed by one party to, or in favor of, the other party (and the Other
Agreement Amount will be discharged promptly and in all respects to the extent
it is so set-off). X will give notice to the other party of any set-off effected
under this section.

For this purpose, either the Early Termination Amount or the Other Agreement
Amount (or the relevant portion of such amounts) may be converted by X into the
currency in which the other is denominated at the rate of exchange at which such
party would be able, acting in a reasonable manner and in good faith, to
purchase the relevant amount of such currency.

If an obligation is unascertained, X may in good faith estimate that obligation
and set-off in respect of the estimate, subject to the relevant party accounting
to the other when the obligation is ascertained.

Nothing in this section shall be effective to create a charge or other security
interest. This section shall be without prejudice and in addition to any right
of set-off, combination of accounts, lien or other right to which a party is at
any time otherwise entitled (whether by operation of law, contract or
otherwise).

         (b) EXCHANGE OF CONFIRMATIONS. For each Transaction entered into
hereunder, Party A shall promptly send to Party B a Confirmation, via telex or
facsimile transmission. Party B agrees to respond to such Confirmation within 5
Business Days, either confirming agreement thereto or requesting a correction of
any error(s) contained therein. Failure by party B to respond within such period
shall not affect the validity or enforceability of such Transaction and shall be
deemed to be an


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<PAGE>



affirmation of the terms contained in such Confirmation, absent manifest error.
The parties agree that any such exchange of telexes or facsimile transmissions
shall constitute a Confirmation for all purposes hereunder.

         (c) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

         (d) TELEPHONIC RECORDING. Each party (i) consents to the recording of
the telephone conversations of trading and marketing personnel of the parties
and their Affiliates in connection with this Agreement or any potential
Transaction and (ii) agrees to obtain any necessary consent of, and give notice
of such recording to, such personnel of it and its Affiliates.

         (e) RELATIONSHIP BETWEEN PARTIES. Section 3 of the Agreement is amended
 by adding the following as subsection (e):

         "(e)     RELATIONSHIP BETWEEN PARTIES. Absent a written agreement to
the contrary:

                  (i)      It is not relying on any advice (whether written or
                  oral) of the other party regarding any Transaction, other than
                  the representations expressly made by that other party in this
                  Agreement and in the Confirmation in respect of that
                  Transaction;

                  (ii)     In respect of each Transaction under this Agreement,

                           (l)      it has the capacity to evaluate (internally
                           or through independent professional advice) that
                           Transaction and has made its own decision to enter
                           into that Transaction;

                           (2)      it understands the terms, conditions and
                           risks of that Transaction and is willing to accept
                           those terms and conditions and to assume (financially
                           and otherwise) those risks; and

                           (3)      the other party (a) is not acting as a
                           investment or commodity trading advisor for it; (b)
                           has not given to it (directly or indirectly through
                           any other person) any assurance, guaranty or
                           representation whatsoever as to the merits (either
                           legal, regulatory, tax, financial, accounting or
                           otherwise) of that Transaction or any documentation
                           related thereto; and (c) has not committed to unwind
                           that Transaction."

         (f)      FDIC REQUIREMENTS.

                  (i)      Corporate Authority.  Each party ("X") hereby
         represents and warrants at all times until termination of this
         Agreement that X, by appropriate corporate action, is authorized under
         applicable law to enter into this Agreement, as evidenced by the
         execution


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<PAGE>


         hereof by an officer of X of the level of vice president or higher.

                  (ii) FIRREA Qualified Financial Contract. Each party
         recognizes and intends that each Transaction entered into under this
         Agreement is, and shall constitute, a "qualified financial contract" as
         that term is defined in Section 212 of the Financial Institutions
         Reform, Recovery and Enforcement Act of 1989, as the same may be
         amended, modified, or supplemented from time to time.




ACCEPTED AND AGREED:


U.S. BANK                                   EXTENDICARE HEALTH SERVICES,
NATIONAL ASSOCIATION                        INC.


By:                                         By:
   --------------------------------            ---------------------------------
Name:                                       Name:
     ------------------------------              -------------------------------
Title:                                      Title:
      -----------------------------               ------------------------------




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