Exhibit 10.4

AMENDED AND RESTATED LEASE GUARANTY(Alterra Healthcare
Corporation)



This AMENDED AND RESTATED LEASE GUARANTY (this
"Guaranty") is given as of July 7, 2003 (the "Effective Date"), by
ALTERRA HEALTHCARE CORPORATION, a Delaware corporation, whose address is 10000
Innovation Drive, Milwaukee, Wisconsin 53226 (the "Guarantor"), in favor
of OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("Omega"),
and OMEGA (KANSAS), INC., a Kansas corporation ("Omega-Kansas"), whose
addresses are 900 Victors Way, Suite 350, Ann Arbor, Michigan 48108 (together,
the "Lessors"), with reference to the following facts:



RECITALS



A.     AHC
PROPERTIES, INC., a Delaware corporation (the "Lessee"), has executed and
delivered (i) to Omega, a Master Lease dated as of June 14, 1999, amended by a
Forbearance Agreement and Amendment to Master Leases dated as of January 31,
2002, and a Second Amendment to Master Leases dated as of the Effective Date (as
amended through and including the Effective Date, and as it may hereafter be
amended, the "Master Lease"), pursuant to which the Lessee is leasing
from Omega certain assisted living facilities, and (ii) to Omega-Kansas, a
Master Lease dated as of June 14, 1999, amended by a Forbearance Agreement and
Amendment to Master Leases dated as of January 31, 2002, and a Second Amendment
to Master Leases dated as of the Effective Date (as amended through and
including the Effective Date, and as it may hereafter be amended, the "Kansas
Master Lease"), pursuant to which the Lessee leased from Omega-Kansas an
assisted living facility located in Kansas. The Master Lease and the Kansas
Master Lease are collectively referred to together in this Guaranty as the
"Master Leases".

B.     Effective as
of June 14, 1999, the Guarantor executed a Lease Guaranty (the "Original
Lease Guaranty") in favor of Omega and Omega Kansas pursuant to which, among
other things, the Guarantor guaranteed, as a primary obligor, the obligations of
the Lessee under the Transaction Documents (as defined in the Master Leases, as
amended), including, without limitation, the Lessee's obligations under the
Master Leases.

C.     The Lessee is
the Guarantor's wholly-owned subsidiary, and the Lessee benefited from, and will
continue to benefit directly and indirectly from, the Master Leases.

D.     On January 22,
2003, the Guarantor filed a chapter 11 petition for reorganization relief in the
United States Bankruptcy Court, District of Delaware (the "Court"),
bearing Case No. 03-10254 (MFW) (the "Case"). As of the date of this
Guaranty, AHC has not filed for bankruptcy.

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E.     On January 24,
2003, the Court entered interim orders (the "Interim Orders") granting
the Guarantor certain rights, to which the Lessors filed an Objection (the
"Objection"), together with a Motion for Adequate Protection (the
"Motion for Adequate Protection").

F.     The Lessors,
the Lessee, the Guarantor and certain other interested parties agreed to resolve
the Objection and the Motion for Adequate Protection pursuant to the entry of a
stipulated order, which was entered by the Court on March 18, 2003.

G.      The
Lessors, the Lessee, and the Guarantor have resolved certain other disputes
among them pursuant to a Settlement Agreement dated as of June 4, 2003 (the
"Settlement Agreement"). Among other things, the Settlement Agreement
requires the Guarantor to amend and restate the Original Lease Guaranty, as set
forth herein.

H.     The Guarantor
filed a motion to seek approval of the Settlement Agreement, and the Court
entered an order approving the Settlement Agreement, which order was entered by
the Court on June 23, 2003, became a Final Order (as defined in the Settlement
Agreement) on or before July 7, 2003 (the "Approval Order").

WHEREFORE, the parties hereby agree as
follows:

1.     Defined
Terms. Except as otherwise set forth in this Guaranty, each capitalized term
used in this Guaranty shall have the meaning assigned to such term in the Master
Leases.

2.     Guaranty. (a) Subject to the limitation
of liability set forth in subparagraph 2(b) below, the Guarantor hereby
unconditionally and irrevocably guarantees to Lessors (i) the payment when due
of all Rent and all other sums payable by the Lessee under the Master Leases,
and (ii) the faithful and prompt performance when due of each and every one of
the terms, conditions and covenants to be kept and performed by the Lessee under
the Transaction Documents, any and all amendments, modifications, extensions and
renewals of the Transaction Documents, including without limitation all
indemnification obligations, insurance obligations, and all obligations to
operate, rebuild, restore or replace any facilities or improvements now or
hereafter located on the Leased Properties covered by the Master Leases. Upon
the occurrence of an Event of Default under the Transaction Documents (whether
defined as an "Event of Default", a "Transaction Event of Default", a "Security
Agreement Event of Default" or otherwise), Guarantor shall forthwith perform or
cause to be performed all provisions of the Transaction Documents to be
performed by the Lessee thereunder, and pay all damages that may result from the
non-performance thereof to the full extent provided under the Transaction
Documents, subject to the limitation set forth in Subparagraph 2(b), below
(collectively, the "Obligations"). Guarantor has entered into this
Guaranty subsequent to the commencement of the Case and the obligations of
Guaranty under this Guaranty constitute post-petition obligations of
Guarantor.  The Court has approved the entry by Guarantor into this
Guaranty pursuant to the Approval Order.

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(b)     Notwithstanding subparagraph 2(a), above, the
Guarantor's liability under this Guaranty for the payment and performance of all
of the Obligations is limited solely to the following: (i) an amount equal to
the sum of the annual Base Rent payable under the Master Lease only at the time
the Lessors make written demand upon the Guarantor (the "Demand Date")
for payment under this Guaranty (the "Guaranteed Base Rent Amount"), plus
(ii) an amount equal to the sum of Additional Rent , if any, that accrued under
the Master Lease during the one year period immediately preceding the Demand
Date (the "Guaranteed Additional Rent Amount"), plus (iii) interest
accruing on the Guaranteed Base Rent Amount and the Guaranteed Additional Rent
Amount at the Overdue Rate (as defined in the Master Leases) during the period
beginning on the Demand Date and ending on the date on which the Guaranteed Base
Rent Amount and the Guaranteed Additional Rent Amount are paid in full to the
Lessors, plus (iv) all reasonable expenses and costs of the Lessors in enforcing
the Guarantor's obligations under this Guaranty (including, without limitation,
the Lessors' attorneys' fees, expert witness fees, stenographic fees and other
reasonable costs of collection or enforcement in such proceeding and in any
appeal therefrom and any post-judgment proceedings) (the sum of the Guaranteed
Base Rent Amount, the Guaranteed Additional Rent Amount and the interest, costs
and expenses itemized in (iii) and (iv) above are hereinafter collectively
referred to as the "Guarantor's Maximum Liability"). Notwithstanding any
statute or legal or equitable principle to the contrary, the Guarantor's
liability under this Guaranty shall remain in full force and effect until the
earlier of (i) the payment and performance of the Obligations or (ii) until the
Guarantor has paid to the Lessors, in cash, the Guarantor's Maximum Liability
(the "Term of this Guaranty"). Notwithstanding anything to the contrary
in this Guaranty, if any payments applied to the Obligations or the Guarantor's
Maximum Liability are in whole or in part invalidated, declared to be fraudulent
or preferential, set aside, disgorged or required to be repaid to Guarantor,
Lessee, a trustee, receiver or any other party, this Guaranty shall remain in
full force and effect (or be reinstated as the case may be), and the Term of
this Guaranty shall be so extended, until payment in full of the Guarantor's
Maximum Liability.

3.     Survival of
Obligations. The Obligations of Guarantor under this Guaranty with respect
to the Transaction Documents and Guarantor's Maximum Liability hereunder shall
survive and continue in full force and effect during the Term of this Guaranty
notwithstanding:





(b)     any compromise, release, consent, extension,
indulgence or other action or inaction in respect of any terms of any
Transaction Document or any other guarantor;

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(d)     any exercise or nonexercise by a Lessor of
any right, power or remedy under or in respect of any Transaction Document or
any security held by a Lessor with respect thereto, or any waiver of any such
right, power or remedy;

(e)     any bankruptcy, insolvency, reorganization,
arrangement, adjustment, composition, liquidation, or the like of the Lessee or
any other guarantor;

(f)     any limitation of the Lessee's liability
under any Transaction Document or any limitation of the Lessee's liability
thereunder which may now or hereafter be imposed by any statute, regulation or
rule of law, or any illegality, irregularity, invalidity or unenforceability, in
whole or in part, of any Transaction Document or any term thereof;

(g)     any sale, lease, or transfer of all or any
part of any interest in any Leased Property or any or all of the assets of the
Lessee to any other person, firm or entity other than to a Lessor;

(h)     any extensions of time for performance under
the Transaction Documents;

(i)     the release of the Lessee from performance
or observation of any of the agreements, covenants, terms or conditions
contained in any Transaction Document by operation of law or otherwise;

(j)     the fact that the Lessee may or may not be
personally liable, in whole or in part, under the terms of any Transaction
Document to pay any money judgment;

(k)     the failure to give Guarantor any notice of
acceptance, default or otherwise unless specifically required by the Transaction
Document, if any, pursuant to which such notice is required to be given;

(l)     any other guaranty now or hereafter executed
by the Guarantor or anyone else in connection with any Transaction Document;

(m)     any rights, powers or privileges a Lessor
may now or hereafter have against any other person, entity or collateral; or

(n)     any other circumstances, whether or not the
Guarantor had notice or knowledge thereof.

4.     Primary
Liability. Guarantor's liability under the Transaction Documents shall be
primary, direct and immediate, and Lessors may proceed against Guarantor: (i)
prior to or in lieu of proceeding against the Lessee, its assets, any security
deposit, or any other guarantor; and (ii) prior to or in lieu of pursuing any
other rights or remedies available to a Lessor. All rights and remedies afforded
to Lessors by reason of this Guaranty or by law are separate, independent and
cumulative, and the exercise of any rights or remedies shall not in any way
limit, restrict or prejudice the exercise of any other rights or
remedies.

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In the event of any Event of Default under any
Transaction Document (whether defined as an "Event of Default", a "Transaction
Event of Default", a "Security Agreement Event of Default" or otherwise), a
separate action or actions may be brought and prosecuted against Guarantor
whether or not the Lessee is joined therein or a separate action or actions are
brought against the Lessee. Lessors may maintain successive actions for other
defaults. Lessors' rights hereunder shall not be exhausted by its exercise of
any of its rights or remedies or by any such action or by any number of
successive actions until and unless Guarantor shall have paid in full the
Guarantor's Maximum Liability.

5.     Obligations
Not Affected. In such manner, upon such terms and at such times as Lessors
in their sole discretion deem necessary or expedient, and without notice to
Guarantor, Lessors may: (a) amend, alter, compromise, accelerate, extend or
change the time or manner for the payment or the performance of any Obligation
hereby guaranteed; (b) extend, amend or terminate the Master Leases, or either
of them; or (c) release the Lessee by consent to any assignment (or otherwise)
as to all or any portion of the obligations hereby guaranteed. Any exercise or
non-exercise by Lessors of any right hereby given Lessors, dealing by Lessors
with Guarantor or any other guarantor, Lessee or any other person, or change,
impairment, release or suspension of any right or remedy of Lessors against any
person including the Lessee and any other guarantor will not affect any of the
obligations of Guarantor hereunder or give Guarantor any recourse or offset
against Lessors.

6.     Waiver.
With respect to the Transaction Documents, Guarantor hereby waives and
relinquishes all rights and remedies accorded by applicable law to guarantors or
any other accommodation parties, under any statutory provisions, common law or
any other provision of law, custom or practice, and agrees not to assert or take
advantage of any such rights or remedies including, but not limited to:





(b)     any defense that may arise by reason of the
incapacity or lack of authority of any other person or
persons;

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(c)     notice of the existence, creation or
incurring of any new or additional obligation or of any action or non-action on
the part of the Lessee, Lessors, any creditor of the Lessee or Guarantor or on
the part of any other person whomsoever under this or any other instrument in
connection with any obligation held by a Lessor or in connection with any
obligation hereby guaranteed;

(d)     any defense based upon an election of
remedies by Lessors which destroys or otherwise impairs the subrogation rights
of Guarantor or the right of Guarantor to proceed against the Lessee for
reimbursement, or both;

(e)     any duty on the part of Lessors to disclose
to Guarantor any facts Lessors may now or hereafter know about the Lessee,
regardless of whether Lessors have reason to believe that any such facts
materially increase the risk beyond that which Guarantor intends to assume or
have reason to believe that such facts are unknown to Guarantor or have a
reasonable opportunity to communicate such facts to Guarantor, it being
understood and agreed that the Guarantor is fully responsible for being and
keeping informed of the financial condition of the Lessee and of all
circumstances bearing on the risk of non-payment or non-performance of any
obligations hereby guaranteed;

(f)     any defense arising because of Lessors'
election, in any proceeding instituted under the federal Bankruptcy Code, of the
application of Section 1111 (b)(2) of the federal Bankruptcy Code;

(g)     any defense based on any borrowing or grant
of a security interest under Section 364 of the federal Bankruptcy Code; and

(h)     all rights and remedies accorded by
applicable law to guarantors, including without limitation, any extension of
time conferred by any law now or hereafter in effect and any requirement or
notice of acceptance of this Guaranty or any other notice to which the
undersigned may now or hereafter be entitled to the extent such waiver of notice
is permitted by applicable law.

7.     Warranties. With respect to the
Transaction Documents, Guarantor warrants that: (a) this Guaranty is executed at
the Lessee's request; and (b) Guarantor has established adequate means of
obtaining from the Lessee on a continuing basis financial and other information
pertaining to the Lessee's financial condition. Guarantor agrees to keep
adequately informed from such means of any facts, events or circumstances which
might in any way affect Guarantor's risks hereunder, and Guarantor further
agrees that Lessors shall have no obligation to disclose to Guarantor
information or material acquired in the course of Lessors' relationship with
Lessee.

8.     No
Subrogation. Until all obligations of the Lessee under the Transaction
Documents have been satisfied and discharged in full for one (1) year, Guarantor
shall have no right of subrogation and waives any right to enforce any remedy
which a Lessor now has or may hereafter have against the Lessee and any benefit
of, and any right to participate in, any security now or hereafter held by
Lessors with respect to the Master Leases.

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9.     Subordination. Upon the occurrence of an
Event of Default under any Transaction Document, which is not cured by the
Guarantor, the indebtedness or obligations of Lessee to Guarantor shall not be
paid in whole or in part nor will Guarantor accept any payment of or on account
of any amounts owing, without the prior written consent of Lessors and at
Lessors' request, Guarantor shall cause the Lessee to pay to Lessors all or any
part of the subordinated indebtedness until the obligations under the Master
Leases and the other Transaction Documents have been paid in full. Any payment
by the Lessee in violation of this Guaranty shall be received by Guarantor in
trust for Lessors, and Guarantor shall cause the same to be paid to Lessors
immediately on account of the amounts owing from the Lessee to Lessors. No such
payment will reduce or affect in any manner the liability of Guarantor under
this Guaranty.

10.     No
Delay. Any payments required to be made by Guarantor hereunder shall become
due on demand in accordance with the terms hereof immediately upon the happening
of an Event of Default under any Transaction Document.

11.     Application of Payments. With respect to
the Transaction Documents, and with or without notice to Guarantor, Lessors, in
Lessors' sole discretion and at any time and from time to time and in such
manner and upon such terms as Lessors deems appropriate, may (a) apply any or
all payments or recoveries from the Lessee or from any other guarantor under any
other instrument or realized from any security, in such manner and order of
priority as Lessors may determine, to any obligation of the Lessee with respect
to the Master Leases or any other Transaction Document and whether or not such
obligation is guaranteed hereby or is otherwise secured or is due at the time of
such application, and (b) refund to the Lessee any payment received by Lessors
under the Master Leases.

12.     Guaranty
Default.





(i)     the failure of Guarantor to pay the amounts
required to be paid hereunder at the times specified herein.

(ii)     the failure of Guarantor to observe and
perform any covenants condition or agreement on its part to be observed or
performed, other than as referred to in Subsection (i) above, for a period of
thirty (30) days after written notice of such failure has been given to
Guarantor by Lessors, unless Lessors agree in writing to an extension of such
time prior to its expiration;

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(iii)     the occurrence of a default under any
other guaranty between a Lessor and Guarantor.

(b)     Upon the occurrence of a Guaranty Default,
Lessors shall have the right to bring such actions at law or in equity,
including appropriate injunctive relief, as it deems appropriate to compel
compliance, payment or deposit, and among other remedies to recover its
attorneys' fees in any proceeding, including any appeal therefrom and any
post-judgement proceedings.

13.     Termination, Financial Covenants.
This Guaranty and each and every obligation of Guarantor hereunder shall remain
in full force and effect only during the Term of this Guaranty. Upon the
expiration of the Term of this Guaranty, and unless the Term of this Guaranty is
extended or reinstated pursuant to Section 2(b) of this Guaranty, this Guaranty
shall be deemed to have been automatically cancelled and released and neither
party shall have any further or continuing rights, duties or obligations
hereunder, and Lessors will, upon request, endorse the face of this Guaranty
with the word "released" and will return the original so endorsed to Guarantor
(provided, however, that the failure of Guarantor to request such return and/or
the failure of Lessors to so endorse or return shall not negate the automatic
cancellation and release of this Guaranty upon the expiration of the Term of
this Guaranty.) During the Term of this Guaranty, Guarantor shall comply with
the affirmative financial covenants of the Master Leases, as the same may be
amended, modified or restated from time to time during the Term of this
Guaranty.

14.     Financial
Statements. During the Term of this Guaranty, at the times specified in the
Master Leases, Guarantor shall deliver to Lessors a copy of its Financial
Statements, prepared in the manner required by the Master Leases. Together with
the Guarantor's Financial Statements furnished in accordance with the preceding
sentence, Guarantor shall deliver (a) a Certificate of Guarantor stating that
Guarantor is not in default in the performance or observance of any of the terms
of this Guaranty, or if Guarantor is in default, specifying all such defaults,
the nature thereof, and the steps being taken to remedy the same, and (b) a
certificate acceptable to Lessors from a certified public accounting firm
approved by Lessors that nothing came to their attention during the course of
their audit of Guarantor's Financial Statements that would cause them to believe
that there was any default under this Guaranty.

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15.     Miscellaneous.





(b)     If any one or more of the terms, conditions
or provisions contained in this Guaranty is found in a final award or judgment
rendered by any court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining terms, conditions and provisions of this Guaranty shall not in any way
be affected or impaired thereby, and this Guaranty shall be interpreted and
construed as if the invalid, illegal, or unenforceable term, condition or
provision had never been contained in this Guaranty.

(c)     THIS GUARANTY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN, EXCEPT THAT THE
LAWS OF THE STATES IN WHICH THE FACILITIES ARE LOCATED SHALL GOVERN THIS
AGREEMENT TO THE EXTENT NECESSARY (i) TO OBTAIN THE BENEFIT OF THE- RIGHTS AND
REMEDIES SET FORTH HEREIN WITH RESPECT TO THE FACILITIES LOCATED IN EACH SUCH
STATE AND (ii) FOR PROCEDURAL REQUIREMENTS WHICH MUST BE GOVERNED BY THE LAWS OF
EACH STATE IN WHICH SUCH FACILITIES ARE LOCATED. EFFECTIVE FOLLOWING THE
PENDENCY OF THE CASE, GUARANTOR CONSENTS TO IN PERSONAM JURISDICTION BEFORE THE
STATE OR STATES AND FEDERAL COURTS OF MICHIGAN AND AGREES THAT ALL DISPUTES
CONCERNING THIS GUARANTY BE HEARD IN THE STATE AND FEDERAL COURTS LOCATED IN THE
STATE OR STATES IN WHICH THE FACILITY OR FACILITIES ARE LOCATED OR IN MICHIGAN.
EFFECTIVE FOLLOWING THE PENDENCY OF THE CASE, GUARANTOR AGREES THAT SERVICE OF
PROCESS MAY BE EFFECTED UPON IT UNDER ANY METHOD PERMISSIBLE UNDER THE LAWS OF
THE STATE OR STATES IN WHICH THE FACILITY OR FACILITIES ARE LOCATED OR MICHIGAN
AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS OF
THE STATE OR STATES IN WHICH THE FACILITY OR FACILITIES ARE LOCATED AND OF
MICHIGAN.

(d)     GUARANTOR AND EACH LESSOR (BY ITS ACCEPTANCE
OF THIS GUARANTY) HEREBY WAIVE TRIAL BY JURY AND THE RIGHT THERETO IN ANY ACTION
OR PROCEEDING OF ANY KIND ARISING ON, UNDER, OUT OF, BY REASON OF OR RELATING IN
ANY WAY TO THIS GUARANTY OR THE INTERPRETATION, BREACH OR ENFORCEMENT
THEREOF.

(e)     In the event of any suit, action,
arbitration or other proceeding to interpret this Guaranty, or to determine or
enforce any right or obligation created hereby, the prevailing party in the
action shall recover such party's actual costs and expenses reasonably incurred
in connection therewith, including, but not limited to, attorneys' fees and
costs of appeal, post judgment enforcement proceedings (if any) and bankruptcy
proceedings (if any), subject to limitation by Guarantor's Maximum Liability.
Any court, arbitrator or panel of arbitrators shall, in entering any judgment or
making any award in any such suit, action, arbitration or other proceeding, in
addition to any and all other relief awarded to such prevailing party, include
in such judgment or award such party's costs and expenses as provided in this
paragraph.

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(g)     Except as provided in any other written
agreement now or at any time hereafter in force between Lessors and Guarantor,
this Guaranty and the Transaction Documents shall constitute the entire
agreement of Guarantor with Lessors with respect to the subject matter hereof,
and no representation, understanding, promise or condition concerning the
subject matter hereof will be binding upon Lessors or Guarantor unless expressed
herein.

(h)     All stipulations, obligations, liabilities
and undertakings under this Guaranty shall be binding upon Guarantor and its
respective successors and assigns and shall inure to the benefit of Lessors and
to the benefit of Lessors' successors and assigns.

(i)     Whenever the singular shall be used
hereunder, it shall be deemed to include the plural (and vice-versa) and
reference to one gender shall be construed to include all other genders,
including neuter, whenever the context of this Guaranty so requires. Section
captions or headings used in the Guaranty are for convenience and reference
only, and shall not affect the construction thereof.

(j)     This Guaranty amends, restates and replaces
the Original Lease Guaranty in its entirety. By acceptance hereof, Lessors agree
that the Original Lease Guaranty has been cancelled and released and shall
evidence such cancellation and release by endorsing the word "released" on the
face of the Original Lease Guaranty and returning the original to Guarantor
immediately. Failure of Lessors to so endorse and/or return the Original Leased
Guaranty and failure of Guarantor to request such endorsement or return shall
not negate the cancellation and release of the Original Lease Guaranty, which
shall be deemed to occur immediately upon the acceptance of this Guaranty by
Lessors.

Signature on following page.

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Signature Page to Lease Guaranty

IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the date
first written above.

GUARANTOR:

ALTERRA HEALTHCARE CORPORATION, a Delaware corporation



July 2, 2003









STATE OF WISCONSIN        ) 
                                                 )ss:
COUNTY OF MILWAUKEE)



The foregoing instrument was acknowledged
before me on July 2, 2003, by Kristin A. Ferge who is Vice President of Finance
of Alterra Healthcare Corporation, a Delaware corporation, on behalf of the
corporation, who acknowledged the same to be his free act and deed and the free
act and deed of the corporation.





/s/ Patricia C. SauerNotary Public, Milwaukee County, WisconsinMy
commission expires: 2/6/05