Exhibit 10.5

                   RETENTION, SEVERANCE AND RELEASE AGREEMENT



         THIS RETENTION, SEVERANCE AND RELEASE AGREEMENT ("Agreement") is dated
as of August 1, 2001 and effective as of the Effective Date, by and between
Omega Healthcare Investors, Inc., a Maryland corporation, its successors and
assigns ("Omega"), and Laurence D. Rich ("Employee").


                                  INTRODUCTION

         Employee is employed by Omega; and

         Omega desires to provide Employee with incentives to remain available
for employment in Ann Arbor through January 31, 2002, subject to the terms and
conditions contained herein below.

         NOW THEREFORE, in consideration of the covenants herein contained and
for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:

1. RESIGNATION. Employee agrees to continue his employment with Omega through
the Resignation Date. Upon the Resignation Date, Employee's employment with
Omega shall end of its own accord, without the necessity of action by either
party. "Resignation Date" means the earlier of (i) January 31, 2002 or (ii) the
date specified by Omega that Employee's services shall no longer be needed
(other than termination for Cause).

2. RETENTION PAYMENTS.

     (a) Omega shall pay Employee his regular  base salary  through  January 31,
2002.

     (b) If Employee  remains employed  through the Resignation  Date,  Employee
shall receive, on February 1, 2002, a minimum cash bonus of $117,500.00.

     (c) If Employee  achieves the  performance  objectives  set for Employee by
management of Omega (as attached  hereto as Exhibit A),  Employee shall have the
opportunity to earn an additional performance bonus of up to $87,500.00, payable
on February 1, 2002. The performance  objectives for this additional performance
bonus may include both objective and subjective elements.

     (d) If Employee  remains employed  through the Resignation  Date,  Employee
shall receive an additional  bonus  ("Retention  Bonus")  totaling  $530,000.00,
which shall be paid on February 1, 2002.

3.  SEVERANCE  BENEFITS.  Employee shall receive Severance  Benefits in
accordance with and subject to the terms and conditions of this Section 3.

     (a) Amount of Severance  Benefits.  In addition to the  Retention  Payments
referred to in Section 2, during 2002 Omega will pay the applicable premiums for
Employee's   eligible  healthcare   insurance  benefits,   less  the  Employee's
contribution  as  required  under  the  plan.   Notwithstanding  the  foregoing,
Employee's  125 Plan  deductions  for 2002 will be limited  such that the actual
amount of 125 Plan  benefits  will not exceed the actual  contributions  made by
Employee  during 2002.  Furthermore,  Employee  will  continue to be eligible to
participate in Omega's 401k only through the Resignation Date.


     (b) Eligibility for Severance  Benefits.  Employee shall not be eligible to
receive  Retention  Payments  and/or  Severance  Benefits  unless the  following
conditions  have  been  satisfied:  (i)  Employee  remains  employed  until  the
Resignation  Date;  and (ii)  Employee  executes  and delivers to Omega upon the
Resignation  Date a  Release  in the form of  Exhibit  B  hereto;  and (iii) the
Release  becomes  irrevocable  and  enforceable in accordance with its terms. If
Omega  terminates  Employee's  employment  for Cause,  as defined in Section 16,
Employee will not be entitled to any Retention  Payments,  Severance Benefits or
any other compensation or benefits under this Agreement.

     (c) Retention  Payments and Severance  Benefits.  Omega shall  undertake to
make  deductions,  withholdings  and tax reports with  respect to the  Retention
Payments  and  Severance  Benefits  under this  Agreement  to the extent that it
reasonably  and in  good  faith  believes  that  it is  required  to  make  such
deductions, withholdings and tax reports. Payments under this Agreement shall be
in amounts net of any such  deductions  or  withholdings.  Except as provided in
Section  4(f) below,  nothing in this  Agreement  shall be  construed to require
Omega to make any  payments to  compensate  Employee  for any adverse tax effect
associated  with any payments or benefits or for any  deduction  or  withholding
from any payment or benefit.

4.       RELEASE.

     (a)  Employee,  on behalf of himself and his  successors,  heirs,  assigns,
executors,  administrators and/or estate, hereby irrevocably and unconditionally
releases,  acquits and forever  discharges  Omega,  its  subsidiaries,  parents,
divisions  and  related or  affiliated  entities,  and each of their  respective
predecessors,  successors  or assigns,  and the officers,  directors,  partners,
shareholders,  representatives,  employees  and agents of each of the  foregoing
(the "Releasees"),  from any and all charges,  complaints,  claims, liabilities,
obligations,  promises, agreements,  controversies,  damages, actions, causes of
action,  suits,  rights,  demands,  costs, losses, debts and expenses (including
attorneys' fees and costs actually incurred), known or unknown, that directly or
indirectly arise out of, relate to or concern Employee's  employment or business
relationship with the Releasees  ("Claims"),  which Employee has, has had or may
have in the future  against the  Releasees  as the result of any act or omission
occurring from the beginning of time up to the date on which  Employee  executes
this Agreement (to be reaffirmed  through the Resignation  Date in the Release),
including,  without  limitation,  all claims  for:  breach of express or implied
contract;  promissory  estoppel;  severance  payments or benefits  other than as
expressly  set forth in this  Agreement;  compensation  of any sort  other  than
ordinary wages due for work performed for the current pay period;  fraud, deceit
or misrepresentation; intentional, reckless or negligent infliction of emotional
distress;  breach of any expressed or implied covenant of employment,  including
the covenant of good faith and fair dealing;  interference  with  contractual or
advantageous   relations;   claims  for   defamation   or  damaged   reputation;
discrimination on any basis under federal, state or local law, including without
limitation, Title VII of the Civil Rights Act of 1964, as amended, the Americans
with Disabilities Act, as amended,  the Age Discrimination in Employment Act, as
amended, the Family and Medical Leave Act, the Worker Adjustment  Retraining and
Notification  Act, The Fair Labor  Standards Act, the Michigan Civil Rights Act;
the Michigan Equal Pay Act; the Michigan Persons with Disabilities  Civil Rights
Act; and any other federal, state or local statute or ordinance. Nothing in this
Section 4(a) shall be deemed to release the Releasees  from any claims  Employee
may have (i) expressly  arising under this Agreement,  (ii) for  indemnification
pursuant to and in accordance with applicable  statutes and the applicable terms
of the charters,  articles of organization or by-laws of Omega or its affiliates
or under any indemnification agreements,  (iii) vested retirement benefits under
the terms of qualified  employee benefit plans,  (iv) for accrued benefits under
the terms of applicable  employee benefit plans identified on Exhibit C attached
hereto, or (v) accrued but unpaid compensation  regularly due during the current
pay period.

     (b) Employee  represents  and warrants that he has no claims  against Omega
for (i) compensation or severance  payments,  other than compensation  regularly
due during the  current pay period;  (ii)  benefits,  other than as set forth on
Exhibit C attached hereto;  and (iii) accrued and unused vacation,  except as in
the amount as reflected in Omega's records, from time to time.

     (c)  Employee   warrants  and  represents  that  he  has  not  assigned  or
transferred  to any  person or entity  any  claims or causes of  action,  or any
portion thereof, which he is releasing herein.

     (d) Employee's release in Section 4(a) and in the Release does not apply to
any rights of  indemnification  that Employee may have pursuant to the Indemnity
Agreement  dated  January 19, 1999 between  Omega and Employee  (the  "Indemnity
Agreement").  Omega fully,  finally and forever releases and discharges Employee
of and from all claims,  demands,  actions,  causes of action,  suits,  damages,
losses,  and  expenses,  but only to the extent  that  Employee  is  entitled to
indemnification with respect to the same pursuant to the Indemnity Agreement.

     (e) Omega hereby advises  Employee to discuss all aspects of this Agreement
with his attorney.  Employee  acknowledges  that he has carefully read and fully
understands  all of the  provisions of this Agreement and that he is voluntarily
entering into this Agreement.  Employee  acknowledges that he has been given the
opportunity,  if he so desired,  to consider this Agreement for forty-five  (45)
days before  executing  it. In the event that Employee  executes this  Agreement
within  less than  forty-five  (45) days of the date of its  delivery to him, he
acknowledges  that  such  decision  was  entirely  voluntary,  that  he had  the
opportunity  to  consider  this  Agreement  for the entire  forty-five  (45) day
period,  and that he  intentionally  and  voluntarily  waived  his right to take
forty-five (45) days to review this Agreement.  Employee retains the right for a
period of seven (7) days from the date of the  execution  of this  Agreement  to
revoke this Agreement by written  notice to Taylor  Pickett,  CEO of Omega,  900
Victors  Way,  Suite 350,  Ann  Arbor,  MI 48108.  None of  Omega's  obligations
hereunder will take effect until the expiration of the seven (7) day period.

     (f)  Gross-Up  Payment.  In the event a Retention  Payments are made to you
under Sections 2 and/or 3 and it is determined  that any payment (other than the
Gross-Up  Payments provided for herein) or distribution by the Company or any of
its affiliates to or for your benefit, whether paid or payable or distributed or
distributable  pursuant to the terms of this Agreement or otherwise  pursuant to
or by reason of any other agreement,  policy,  plan, program or arrangement,  or
the lapse or termination of any restriction on, or the vesting or exercisability
of any of the  foregoing  (a  "Payment"),  would be  subject  to the  excise tax
imposed by Section  4999 of the Internal  Revenue Code of 1986,  as amended (the
"Code") (or any successor provision thereto) by reason of being "contingent on a
change in ownership  or control" of the  Company,  within the meaning of Section
280G of the Code (or any  successor  provision  thereto)  or to any  similar tax
imposed by state or local law, or any interest or penalties with respect to such
excise tax (such tax or taxes,  together with any such  interest and  penalties,
are hereafter  collectively  referred to as the "Excise Tax"),  then you will be
entitled to receive an additional payment or payments (a "Gross-Up  Payment") in
an amount such that,  after payment by you of all taxes  (including any interest
or penalties  imposed with  respect to such  taxes),  including  any Excise Tax,
imposed upon the Gross-Up Payment,  you retain an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.  For purposes of  calculating
the Gross-Up Payment, it will be assumed that all taxable Retention Payments you
receive  are  taxed at the  highest  marginal  federal  income  tax rate and the
highest  state  income tax rate in which you reside,  but without  regard to any
reduction in personal  exemptions  or deductions  associated  with your level of
income.  All  determinations  required  to be  made  under  this  paragraph  12,
including  whether an excise tax is payable by you and the amount of such excise
tax and any Gross-Up  Payment,  will be made by a nationally  recognized firm of
certified public accountants selected by the Company in its sole discretion.



5.       CONFIDENTIALITY AND COOPERATION

     (a)  Confidentiality.  Employee  acknowledges  and agrees that  through his
employment with Omega,  he has had access to Confidential  Information of Omega.
Employee   understands   and  agrees  that  Employee's   employment   creates  a
relationship of confidence and trust between  Employee and Omega with respect to
all Confidential  Information.  At all times, both during Employee's  employment
with  Omega and for a period of two (2) years  after his  termination,  Employee
shall keep in confidence and trust all such Confidential Information,  and shall
not use or  disclose  any such  Confidential  Information  without  the  written
consent of Omega,  as  applicable,  except as may be  necessary  in the ordinary
course of performing  Employee's  duties for Omega,  or as required by law after
first providing Omega, as applicable,  with advance notice and an opportunity to
contest such requirement.

     (b) Documents,  Records,  etc. All  documents,  records,  data,  apparatus,
equipment and other physical property, whether or not pertaining to Confidential
Information,  which  are  furnished  to  Employee  by Omega or are  produced  by
Employee in connection with Employee's  employment  shall be and remain the sole
property  of  Omega.  Employee  shall  return to Omega  all such  materials  and
property,   including  any  material  or  medium  from  which  any  Confidential
Information may be ascertained or derived, as and when requested.  In any event,
Employee  shall  return  all  such  materials  and  property   immediately  upon
termination  of  Employee's  employment  for any reason or upon demand by Omega.
Employee  shall not retain with  Employee  any such  material or property or any
copies, compilations, or analyses thereof after such termination.

          (i)

     (c) Use of Corporate  Opportunity.  Employee  acknowledges  and agrees that
through his  employment  with Omega he has access to and has become  informed of
Corporate Opportunities. While Employee remains employed by Omega and thereafter
until the earlier of (i) the express  abandonment by Omega, as applicable,  of a
Corporate  Opportunity,  (ii)  the date on which  such a  Corporate  Opportunity
ceases to constitute Confidential Information,  or (iii) two (2) years following
the date of this Agreement,  Employee shall not, directly or indirectly,  in any
capacity  use or  disclose a  Corporate  Opportunity  for his own benefit or the
benefit of any person or entity other than Omega.

     (d) Acknowledgments. Employee acknowledges and agrees that the restrictions
set forth in this  Section 5 are  intended  to protect  Omega's  interest in its
Confidential information and Corporate Opportunities.

     (e) Litigation and Regulatory  Cooperation.  During and for up to a two (2)
year period after  Employee's  employment,  Employee shall  cooperate fully with
Omega in the defense or prosecution of any claims or actions now in existence or
which may be brought in the future against or on behalf of Omega which relate to
events or  occurrences  that  transpired  while  Employee was employed by Omega.
Employee's  full  cooperation  in  connection  with such claims or actions shall
include,  but not be limited to, being available to meet with counsel to prepare
for  discovery  or trial and acting as a witness on behalf of Omega at  mutually
convenient times.  During and after Employee's  employment,  Employee also shall
cooperate fully with Omega in connection with any investigation or review of any
federal, state or local regulatory authority as any such investigation or review
relates to events or occurrences  that transpired while Employee was employed by
Omega. Omega shall reimburse Employee for any reasonable  out-of-pocket expenses
incurred in connection  with Employee's  performance of obligations  pursuant to
this Section 5(e).

     (f)  Injunction.  Employee agrees that it would be difficult to measure any
damages  caused to Omega that might  result  from any breach by  Employee of the
promises set forth in this Section 5, and that in any event money  damages would
be an inadequate remedy for any such breach. Accordingly Employee agrees that if
Employee  breaches,  or  threatens  to breach,  any portion of Section 5 of this
Agreement,  Omega shall be entitled,  in addition to all other  remedies that it
may have, to an injunction or other appropriate equitable relief to restrain any
such breach without showing or proving any actual damage to Omega.

6. ARBITRATION. Any controversy or claim, other than a claim by Omega or its
successors in interest, to obtain equitable relief to enjoin an actual or
threatened violation of Section 5 above, arising out of or relating to this
Agreement, or breach of this Agreement, shall be adjudicated in Michigan by
arbitration in accordance with the Employment Dispute Resolution Rules of the
American Arbitration Association ("AAA"), and if permitted by the AAA, by one
arbitrator. Judgment on any award rendered by the arbitrators may be entered in
any court having jurisdiction. The prevailing party shall be entitled to its
costs of enforcement in any arbitration or other proceeding regarding the
subject matter of this Agreement, including without implication of limitation,
reasonable attorneys' fees, the cost of any record or transcripts of the
arbitration, administrative fees, the fees of all arbitrators, and all other
reasonable enforcement-related fees and costs. Nothing contained in this Section
6 shall be deemed or applied to prohibit or bar Omega or their respective
successors in interest from filing a claim in a court of competent jurisdiction
to obtain equitable relief to enjoin an actual or threatened violation of
Section 5 above.

7. INTEGRATION.  This Agreement  constitutes the entire  agreement  between the
parties with respect to the subject matter hereof and supersedes all prior
agreements between the parties with respect to any related subject matter.

8. NONDUPLICATION. This Agreement is not intended to duplicate any compensation
or benefits to which Employee is entitled under any other plan, program,
agreement or arrangement with Omega not specifically described herein. Employee
represents that there are no such obligations of or agreements with Omega,
except as expressly described in this Agreement. In the event Employee is
entitled to any payments or benefits under the terms of any other plan, program,
agreement, or arrangement with Omega dealing with the same employment periods or
subject matter as this Agreement, your payments under this Agreement will be
correspondingly reduced.

9. ASSIGNMENT: SUCCESSORS AND ASSIGNS, ETC. Neither Omega nor Employee may make
any assignment of this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other party; provided that
Omega shall assign its rights and obligations under this Agreement without the
consent of Employee in the event that it shall effect a reorganization,
consolidate with or merge into any other corporation, partnership, organization
or other entity, or transfer all or substantially all of its properties or
assets to any other corporation, partnership, organization or other entity,
including the Sale. Any reference to Omega hereunder also shall be deemed to
refer to its successors. This Agreement shall inure to the benefit of and be
binding upon Omega and Employee, their respective successors, executors,
administrators, heirs and permitted assigns.

10. ENFORCEABILITY/SEVERABILITY. If any portion or provision of this Agreement
is to any extent declared illegal or unenforceable by a court of competent
jurisdiction, then the court may amend such portion or provision so as to comply
with the law in a manner consistent with the intention of this Agreement, and
the remainder of this Agreement, or the application of such illegal or
unenforceable portion or provision in circumstances other than those as to which
it is so declared illegal or unenforceable, shall not be affected thereby, and
each portion and provision of the Agreement shall be valid and enforceable to
the fullest extent permitted by law. In the event that any provision of this
Agreement is determined by any court of competent jurisdiction to be
unenforceable by reason of excessive scope as to geographic, temporal or
functional coverage, such provision shall be deemed to extend only over the
maximum geographic, temporal and functional scope as to which it may be
enforceable.

11. WAIVER. No waiver of any provision hereof shall be effective unless made in
writing and signed by the waiving party. The failure of any party to require the
performance of any term or obligation of this Agreement, or the waiver by any
party of any breach of this Agreement, shall not prevent any subsequent
enforcement of such term or obligation or be deemed a waiver of any subsequent
breach.

12. NOTICES. Any notices, requests, demands and other communications provided
for by this Agreement shall be sufficient if in writing and delivered in person
or sent by a nationally recognized overnight courier service or by registered or
certified mail, postage prepaid, return receipt requested, to Employee at the
last address Employee has filed in writing with Omega or, in the case of Omega,
at its main offices, attention of the General Counsel, and shall be effective on
the date of delivery in person or by courier or three (3) business days after
the date mailed.

13. AMENDMENT.  This Agreement may be amended or modified only by a written
instrument  signed by Employee and by duly authorized representatives of Omega.

14. GOVERNING LAW. This is a Michigan contract and shall be construed under and
governed in all respects by the laws of the Michigan, without giving effect to
the conflict of laws principles of such commonwealth. With respect to any
disputes concerning federal law, such disputes shall be determined in accordance
with the law as it would be interpreted and applied by the United States Court
of Appeals for the Sixth Circuit.

15. COUNTERPARTS. This  Agreement may be executed in any number of counterparts,
each of which when so executed and  delivered shall be taken to be an original;
but such counterparts shall together constitute one and the same document.

16. DEFINITIONS.

         The term "Cause" means: (i) willful refusal to follow a lawful written
order of the Board of Directors of the Company; (ii) willful misconduct or
reckless disregard of your duties or of the interest or property of the Company;
(iii) intentional disclosure to an unauthorized person of Confidential
Information, which causes material harm to the Company; (iv) any act of fraud,
misappropriation, dishonesty or act involving moral turpitude; or (v) conviction
of a felony.

         The term "Confidential Information" means information, including any
formula, pattern, compilation, program, device, method, technique or process,
belonging to Omega or any of its subsidiaries, affiliates or shareholders
("Affiliates"), whether reduced to writing (or in a form from which such
information can be obtained, translated, or derived into reasonably usable
form), or maintained in any other manner not generally known to the public or
other persons, and is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy, and includes such information of others
with which Omega or the Affiliates have a business relationship. Notwithstanding
the foregoing, Confidential Information does not include information in the
public domain, unless due to breach of Employee's duties under Section 5 (a).

         The terms "Corporate Opportunity" and "Corporate Opportunities" mean
material business opportunities and plans, business relationships, joint
ventures, or business prospects or opportunities (such as possible management or
lease arrangements, acquisitions or dispositions of businesses or facilities)
analyzed or investigated by Omega while Employee is employed by Omega to the
extent such business opportunities (such as possible management or lease
arrangements, acquisitions or dispositions of business or facilities) constitute
Confidential Information.

         The term "Effective Date" means the eighth (8th) day next following
Employee's execution of this Agreement, so long as Employee has not exercised
his or her right to revoke this Agreement. If Employee revokes this Agreement
within seven (7) days of his execution of this Agreement, this Agreement will
not become effective and there will be no Effective Date.

         The term "Release" means the Release in the form attached as Exhibit B
hereto, to be executed and delivered by Employee to Omega on the Resignation
Date.

         The term "Retention Payments" means the payments and benefits described
in Section 2.

         The term "Severance Benefits" means the payments and benefits described
in Section 3.

         All references to he, him or his in this Agreement shall also include
she, her or hers.

         IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by Omega by its duly authorized officers, and by Employee, as of the
date first above written.

                        OMEGA HEALTHCARE INVESTORS, INC.


                        By: /s/ C. TAYLOR PICKETT
                            --------------------------

                             August 1, 2001




                        EMPLOYEE

                        /s/ LAURENCE D. RICH
                        ----------------------------
                        Laurence D. Rich

                         August 1, 2001





<PAGE>



                                    EXHIBIT A

                             Performance Objectives


<PAGE>



                                    EXHIBIT B

                                     RELEASE

         THIS RELEASE, is made and entered into as of the Effective Date, by
___________________________ ("Employee").

         WHEREAS, the Employee is party to that certain Retention Incentive,
Severance and Release Agreement, dated as of the ___ day ofAugust, 2001 and
effective as of the Effective Date as defined therein, by and among the Employee
and Omega Healthcare Investors, Inc., a Maryland corporation, its successors and
assigns ("Omega") (the "Agreement"); and

         WHEREAS, the Employee has agreed to enter into and be bound by this
Release as a condition precedent to the Employee becoming eligible to receive
certain payments and benefits pursuant to the Agreement (except as expressly
provided in Section 3(b) thereof);

         NOW, THEREFORE, the Employee agrees as follows:

1.       RELEASE.

         (a) Employee, on behalf of himself and his successors, heirs, assigns,
executors, administrators and/or estate, hereby irrevocably and unconditionally
releases, acquits and forever discharges Omega, its subsidiaries, parents,
divisions and related or affiliated entities, and each of their respective
predecessors, successors or assigns, and the officers, directors, partners,
shareholders, representatives, employees and agents of each of the foregoing
(the "Releasees"), from any and all charges, complaints, claims, liabilities,
obligations, promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts and expenses (including
attorneys' fees and costs actually incurred), known or unknown, that directly or
indirectly arise out of, relate to or concern Employee's employment or business
relationship with the Releasees ("Claims"), which Employee has, has had or may
have in the future against the Releasees as the result of any act or omission
occurring from the beginning of time up to the date on which Employee executes
this Release, including without limitation, express or implied, all claims for:
breach of express or implied contract; promissory estoppel, fraud, deceit or
misrepresentation; intentional, reckless or negligent infliction of emotional
distress; breach of any expressed or implied covenant of employment, including
the covenant of good faith and fair dealing; interference with contractual or
advantageous relations; claims for defamation or damaged reputation;
discrimination on any basis under federal, state or local law, including without
limitation, Title VII of the Civil Rights Act of 1964, as amended, the Americans
with Disabilities Act, as amended, the Age Discrimination in Employment Act, as
amended, the Family and Medical Leave Act, the Worker Adjustment Retraining and
Notification Act, The Fair Labor Standards Act, the Michigan Civil Rights Act;
the Michigan Equal Pay Act; the Michigan Persons with Disabilities Civil Rights
Act; and any other federal, state or local statute or ordinance. Nothing in this
Section 4(a) shall be deemed to release the Releasees from any claims Employee
may have (i) under the Agreement, (ii) for indemnification pursuant to and in
accordance with applicable statutes and the applicable terms of the charters,
articles of organization or by-laws of Omega or its affiliates or under any
indemnification agreements, (iii) vested pension or retirement benefits under
the terms of qualified employee pension benefit plans, (iv) and that have
already been brought to Omega's attention by Employee, for accrued benefits
under the terms of applicable employee benefit plans, or (v) accrued but unpaid
wages.

         (b) Employee represents and warrants that he has no claims against
Omega for compensation, severance or ant other benefits other than compensation
regularly due during the current pay period and those certain payments and
benefits as specified pursuant to the Agreement.

         (c) Employee warrants and represents that he has not assigned or
transferred to any person or entity any claims or causes of action, or any
portion thereof, that he is releasing herein.

         (d) Omega hereby advises Employee to discuss all aspects of this
Release with his attorney. Employee acknowledges that he has carefully read and
fully understands all of the provisions of this Release and that he is
voluntarily entering into this Release. Employee acknowledges that he has been
given the opportunity, if he so desired, to consider this Release for forty-five
(45) days before executing it. In the event that Employee executes this Release
within less than forty-five (45) days of the date of its delivery to him, he
acknowledges that such decision was entirely voluntary, that he had the
opportunity to consider this Release for the entire forty-five (45) day period,
and that he intentionally and voluntarily waived his right to take forty-five
(45) days to review this Release. Employee retains the right for a period of
seven (7) days from the date of the execution of this Release to revoke this
Release by written notice to Taylor Pickett, CEO of Omega, 900 Victors Way,
Suite 350, Ann Arbor, MI 48108. None of Omega's obligations hereunder will take
effect until the expiration of the seven (7) day period.

2. The Employee represents that he has not filed any complaints or charges
asserting any Claims against the Releasees with any local, state or federal
agency or court. The Employee agrees that he shall not file any complaints
asserting any Claims against the Releasees with any local, state or federal
court. The Employee further warrants and represents that he has not assigned or
transferred to any person or entity any Claims or any part or portion thereof.

3. The Releasees hereby advise the Employee to discuss all aspects of this
Release with his attorney. The Employee acknowledges that he has carefully read
and fully understands all of the provisions of this Release and that he is
voluntarily entering into this Release. The Employee acknowledges that he has
been given the opportunity, if he so desired, to consider this Release for
forty-five (45) days before executing it. In the event that the Employee
executes this Release within less than forty-five (45) days of the date of its
delivery to him, he acknowledges that such decision was entirely voluntary and
that he had the opportunity to consider this Release for the entire forty-five
(45) day period. The Employee retains the right for a period of seven (7) days
from the date of the execution of this Release to revoke this Release by written
notice to Taylor Pickett, CEO of Omega, 900 Victors Way, Suite 350, Ann Arbor,
MI 48108. This Release shall not become effective or enforceable until the
expiration of such revocation period.

4. The Employee represents and acknowledges that in executing this Release he
does not rely and has not relied upon any representation or statement made by
any of the Releasees or by any of the Releasees' agents, representatives or
attorneys with regard to the subject matter, basis or effect of this Release or
the Agreement, other than the promises and representations made in this Release
or the Agreement.



<PAGE>



         IN WITNESS WHEREOF, this Release has been executed as a sealed
instrument by the Employee.



Date                                                 Employee




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                                    EXHIBIT C

                                    Benefits