Exhibit 10.3

                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT (this "Agreement") to be effective as of October 15,
2001 (the "Effective Date"), is entered into between Omega Healthcare Investors,
Inc. (the "Company"), and Dan Booth (the "Executive").

                                  INTRODUCTION

         The Company and the Executive desire to enter into this Agreement
confirming the terms of the Executive's employment.

         NOW, THEREFORE, the parties agree as follows:

1.       Terms and Conditions of Employment.

     (a) Employment. During the Term, the Company will employ the Executive, and
the  Executive  will  serve as the Chief  Operating  Office of the  Company on a
full-time  basis and will have such  responsibilities  and authority as may from
time to time be assigned to the Executive by the Chief Executive  Officer of the
Company.  The  Executive  will  report to the  Chief  Executive  Officer  of the
Company. The Executive's primary office will be at the Company's headquarters in
such  geographic  location  within the United States as may be determined by the
Company.   The  parties   acknowledge   that  although  the  Company's   current
headquarters is in Ann Arbor,  Michigan, it is anticipated that the headquarters
will be moved to Baltimore, Maryland on or before January 31, 2002.

     (b) Exclusivity.  Throughout the Executive's  employment hereunder,  during
regular  business  hours,  the Executive shall devote  substantially  all of the
Executive's  time,  energy  and skill to the  performance  of the  duties of the
Executive's employment,  shall faithfully and industriously perform such duties,
and shall diligently follow and implement all management  policies and decisions
of the  Company;  provided,  however,  that this  provision  is not  intended to
prevent the  Executive  from managing his  investments,  so long as he gives his
duties to the Company  first  priority  and such  investment  activities  do not
interfere with his  performance of duties for the Company.  Notwithstanding  the
foregoing,  other than with regard to the Executive's duties to the Company, the
Executive  will not accept any other  employment  during the Term,  perform  any
consulting  services  during  the Term,  or serve on the board of  directors  or
governing body of any other commercial  business,  except with the prior written
consent of the Chief Executive  Officer.  Further,  the Executive  agrees not to
make any  healthcare  related  investments  during the Term  except as a passive
investor.

2.       Compensation.

     (a) Base Salary. Beginning on the date of this Agreement, the Company shall
pay the Executive a base salary of $275,000 per annum, which base salary will be
subject  to review  effective  as of  January  1,  2003,  and at least  annually
thereafter,  by the Company for  possible  increases.  The base salary  shall be
payable in equal installments, no less frequently than bi-monthly, in accordance
with the Company's regular payroll practices.

     (b) Bonus. The Executive shall be eligible for an annual bonus of up to 50%
of the Executive's  annual base salary ("Bonus"),  which Bonus, if any, shall be
payable  as  soon  as  feasible   following   the  year  the  Bonus  is  earned.
Notwithstanding  the forgoing,  to the extent a Bonus has been earned,  the same
will be paid to  Executive no later than the time when the CEO's annual bonus is
paid in any such year.  The Bonus criteria shall be determined in the discretion
of the Compensation Committee of the Board of Directors of the Company and shall
consist of such  objective,  subjective  and personal  performance  goals as the
Compensation Committee shall determine  appropriate.  The Compensation Committee
will prorate the Bonus for the year ending  December  31, 2001,  for the partial
year the Executive works in 2001.  Other than a prorated bonus to the extent due
to the Estate of the Executive for any partial year worked in which the death of
the Executive occurs, the Bonus for any calendar year will be earned and accrued
for that year only if the Executive  remains employed by the Company through the
last day of the year.

     (c) Stock  Option.  As of the Effective  Date,  the Company shall grant the
Executive  stock options to purchase  250,000  shares of the common stock of the
Company at an exercise  price per share equal to the  weighted  average  trading
price of the Company's common stock as of the trading day immediately  preceding
the Effective Date. A portion of the options will be designated as an "incentive
stock  option"  (within the meaning of Section 422 of the Internal  Revenue Code
(the  "Code"))  as of the date of  grant  as to the  maximum  number  of  shares
permitted under Section 422(d) of the Code, based on the assumption,  solely for
purposes of determining such maximum number, that the Executive remains employed
with the  Company  during  the  contemplated  term of this  Agreement  and vests
accordingly  pursuant to the vesting schedule set forth in the form of incentive
stock option agreement attached hereto as an Exhibit. The balance of the options
will be  designated  as a  nonqualified  stock  option  as of the date of grant,
vesting  pursuant to the vesting schedule set forth in the form of non-qualified
stock option  agreement  attached  hereto as an Exhibit.  [For  example,  with a
deemed exercise price of $3.00 per share and continuous  employment  through the
ISO Vesting Schedule (defined below),  the portion of the options  designated as
incentive  stock  options as of the date of grant  would be for  166,666  shares
(i.e. 33,333 shares (or $100,000/$3.00) first vesting and exercisable in each of
2002, 2003, 2004, 2005 and 2006, as set forth below)] The "ISO Vesting Schedule"
shall mean (1) 33,333  shares  vesting on December 31, 2002,  (2) 33,333  shares
vesting each year  thereafter  on October 1, 2003,  2004 and 2005 and (3) 33,333
shares  vesting on January 1, 2006.  Such stock  option  shall be subject to the
terms of the stock option award agreement  (attached  hereto as Exhibit) and the
terms of the applicable stock option plan maintained by the Company.

     (d)  Expenses.  The  Executive  shall  be  entitled  to  be  reimbursed  in
accordance with Company policy for reasonable and necessary expenses incurred by
the Executive on behalf of the Company; provided,  however, the Executive shall,
as a condition  of such  reimbursement,  submit  verification  of the nature and
amount of such expenses in accordance with the reasonable reimbursement policies
from time to time adopted by the Company. Until January 1, 2002, or the date the
Company relocates to the Baltimore,  Maryland area, if earlier, the Company will
reimburse  the  Executive  for  his  reasonable   travel  expenses  between  the
Executive's  existing  primary  residence  and  Ann  Arbor  Michigan,   and  the
Executive's reasonable lodging and living expenses in the Ann Arbor area.

     (e)  Vacation.  The  Executive  shall be entitled to a minimum of three (3)
weeks  vacation  in  accordance  with  the  terms  of  Company  policy  and such
additional personal days as may be included in the Company's policy from time to
time.

     (f)  Benefits.  In  addition  to the  benefits  payable  to  the  Executive
specifically  described herein, the Executive shall be entitled to such benefits
as generally may be made  available to all other  executives of the Company from
time to  time,  including,  but not  limited  to  medical  insurance;  provided,
however,  that nothing  contained  herein  shall  require the  establishment  or
continuation of any particular plan or program.

     (g) Withholding.  All payments  pursuant to this Agreement shall be reduced
for any applicable state, local, or federal tax withholding obligations.

3.       Term, Termination and Termination Payments.

     (a) Term. The term of this Agreement  shall begin as of the Effective Date.
It shall continue through January 1, 2006 (the "Term").

     (b) Termination.  This Agreement and the employment of the Executive by the
Company hereunder may only be terminated: (i) by expiration of the Term; (ii) by
mutual agreement of the parties; (ii) by the Company without Cause; (iii) by the
Executive  for Good  Reason;  (iv) by the  Company or the  Executive  due to the
Disability  of the  Executive;  (v) by the  Company  for  Cause;  or (vi) by the
Executive for any reason in his sole  discretion,  upon at least sixty (60) days
prior  written  notice to the  Company.  This  Agreement  shall  also  terminate
immediately upon the death of the Executive.  Notice of termination by any party
shall be given prior to  termination  in writing and shall specify the basis for
termination  and the effective date of  termination.  Notice of termination  for
Cause by the Company or Good Reason by the Executive shall specify the basis for
termination for Cause or Good Reason, as applicable.  The Executive shall not be
entitled to any payments or benefits after the effective date of the termination
of this  Agreement,  other than (i) the base  salary  pursuant  to Section  2(a)
accrued up to the  effective  date of  termination,  (ii) any unpaid  earned and
accrued  Bonus,  if any,  pursuant to Section 2(b),  (iii) as provided under the
terms of the stock option  referred to in Section 2(c),  (iv) expenses  incurred
prior to the termination date and required to be reimbursed  pursuant to Section
2(d), (v) other benefits earned and/or accrued prior to the termination date and
required  to be paid  pursuant  to  Sections  2(e) and 2(f) and (vi) as provided
under Section 3(c), to the extent  applicable.  The expiration of the Term shall
not be  deemed  to  result  in  termination  without  Cause  by the  Company  or
termination for Good Reason by the Executive.

     (c)  Termination by the Company  without Cause or by the Executive for Good
Reason.  In the event the  employment  of the  Executive  is  terminated  by the
Company  without  Cause or by the  Executive  for Good Reason,  the Company will
continue to pay the Executive the sum of (i) his base salary pursuant to Section
2(a) hereof for a period of the shorter of (x) twelve months  following the date
of  termination  or (y) the then  remaining  Term,  in  either  case on the same
schedule as if the Executive had continued to perform  services for such period,
(ii) an amount equal to the Bonus  actually  paid to Executive  during the prior
year, paid in twelve monthly equal  installments,  (iii) expenses incurred prior
to the termination  date and required to be reimbursed  pursuant to Section 2(d)
and (iv) other benefits earned and/or accrued prior to the termination  date and
required  to be  paid  pursuant  to  Sections  2(e)  and  2(f).  In the  event a
termination  occurs under this Section 3(c) prior to December 31, 2002, a deemed
Bonus  equal to  $137,500  for 2001 will be used  strictly  for the  purpose  of
calculating the severance  payment  hereunder and the Executive's  stock options
will vest pro-rata based on the number of months of Executive's  employment with
the Company.  As a condition to the payment of any severance pay hereunder,  the
Executive  shall be  required to execute  and not revoke  within the  revocation
period provided therein, the Release.

     (d)  Survival.  The  covenants in Sections 3(b) and (c), 4, 5, and 6 hereof
shall survive the  termination of this  Agreement and shall not be  extinguished
thereby.

4.  Ownership and Protection of Proprietary Information.

     (a) Confidentiality. All Confidential Information and Trade Secrets and all
physical  embodiments  thereof  received or  developed  by the  Executive  while
employed by the Company are confidential to and are and will remain the sole and
exclusive property of the Company. Except to the extent necessary to perform the
duties  assigned  by  the  Company  hereunder,  the  Executive  will  hold  such
Confidential  Information  and Trade Secrets in trust and strictest  confidence,
and will not use, reproduce,  distribute,  disclose or otherwise disseminate the
Confidential  Information and Trade Secrets or any physical  embodiments thereof
and may in no  event  take  any  action  causing  or fail  to  take  the  action
reasonably necessary in order to prevent, any Confidential Information and Trade
Secrets  disclosed  to or developed  by the  Executive to lose its  character or
cease to qualify as Confidential Information or Trade Secrets.

     (b) Return of Company  Property.  Upon request by the  Company,  and in any
event upon termination of this Agreement for any reason, as a prior condition to
receiving any final compensation  hereunder  (including any payments pursuant to
Section 3 hereof),  the  Executive  will  promptly  deliver to the  Company  all
property  belonging  to  the  Company,   including,   without  limitation,   all
Confidential Information and Trade Secrets (and all embodiments thereof) then in
the Executive's custody, control or possession.

     (c) Survival.  The covenants of confidentiality set forth herein will apply
on and after the date hereof to any  Confidential  Information and Trade Secrets
(i)  disclosed  by the  Company  prior to or after the date  hereof  and/or (ii)
developed by the Executive after the date hereof. The covenants  restricting the
use of Confidential Information will continue and be maintained by the Executive
for a period of two years  following  the  termination  of this  Agreement.  The
covenants  restricting  the use of Trade Secrets will continue and be maintained
by the  Executive  following  termination  of  this  Agreement  for so  long  as
permitted by the governing law.

5.       Non-Competition and Non-Solicitation Provisions.

     (a) The Executive agrees that during the Applicable Period, the
Executive will not (except on behalf of or with the prior written consent of the
Company, which consent may be withheld in Company's sole discretion), within the
Area either directly or indirectly, on his own behalf, or in the service of or
on behalf of others, engage in or provide managerial services or management
consulting services to, any Competing Business. The Executive acknowledges and
agrees that the Business of the Company will be conducted in the Area.

     (b) The Executive  agrees that during the Applicable  Period,  he will not,
either  directly  or  indirectly,  on his own behalf or in the  service of or on
behalf of others solicit,  divert or appropriate,  or attempt to solicit, divert
or appropriate,  to a Competing  Business,  any individual or entity which is an
actual or, to his knowledge,  actively sought  prospective client or customer of
the Company or any of its  Affiliates  (determined as of the date of termination
of  employment)  with whom he had material  contact while he was an Executive of
the Company.

     (c) The Executive  agrees that during the Applicable  Period,  he will not,
either  directly  or  indirectly,  on his own behalf or in the  service of or on
behalf of others,  solicit, divert or attempt to solicit, divert or encourage to
go to work for anyone other than the Company or its Affiliates,  any person that
is a management level employee of the Company or an Affiliate.

     (d) The Executive  agrees that during the  Applicable  Period,  he will not
take any action that is adverse to the  commercial  interests  of the Company or
any of its  Affiliates  or make  any  statement  (written  or oral)  that  could
reasonably  be perceived as  disparaging  to the Company or any person or entity
that he  reasonably  should know is an Affiliate of the Company or any statement
(written or oral) that is damaging to the commercial interests of the Company or
any person or entity  that he  reasonably  should  know is an  Affiliate  of the
Company.

     (e) In the event that this  Section 5 is  determined  by a court  which has
jurisdiction to be  unenforceable  in part or in whole, it shall be deemed to be
revised to the minimum extent  necessary to be enforceable to the maximum extent
permitted by law.

     (f) Notwithstanding anything to the contrary contained herein, no provision
of this Section 5 will be  enforceable  if the  Executive is  terminated  by the
Company without Cause.

6. Agreements with Former Employer or Business/Noninterference with Duties/
   No Litigation.

     The Executive hereby represents, warrants, and covenants that he is not and
shall not be,  during the period of time which begins as of the  Effective  Date
and extends through the Term, subject to any employment or consulting  agreement
or other  document,  with another  employer or with any business as to which the
Executive's  employment by the Company and provision of services in the capacity
contemplated  herein  would  be  a  breach.  The  Executive  hereby  represents,
warrants, and covenants that he is not and shall not be subject to any agreement
which  prohibits the Executive  during the period of time which begins as of the
Effective  Date and  extends  through  the Term from any of the  following:  (i)
providing  services  for  the  Company  in the  capacity  contemplated  by  this
Agreement   (except  for  a  one  (1)  year   prohibition  on  participating  in
negotiations  related to the sale,  lease or operation  of any  facility  owned,
leased or operated by Executive's  former employer);  (ii) competing with, or in
any way  participating  in a business  which  includes  the  Company's  business
(except for a one (1) year prohibition on participating in negotiations  related
to the sale,  lease or operation of any  facility  owned,  leased or operated by
Executive's former employer); (iii) soliciting personnel of such former employer
or other  business to leave such former  employer's  employment or to leave such
other  business  (except  for a six (6) month  restriction  on the  disturbance,
enticement,  solicitation  or  hiring  of any  employee  of  Executive's  former
employer);  or (iv)  soliciting  customers  of such  former  employer  or  other
business on behalf of another business.  Further,  the Executive is not aware of
the existence of any  circumstances  that could  materially  interfere  with his
duties under this  Agreement,  and the  Executive  represents  and warrants that
there  is  no  pending  or  threatened   litigation  against  him  unrelated  to
Executive's role as an officer and director at Integrated Health Services,  Inc.
and  its  subsidiaries  and  affiliates,  including  without  limitation,  Lyric
Healthcare, LLC and its subsidiaries and affiliates.

7. Remedies and Enforceability.

     The Executive agrees that the covenants,  agreements,  and  representations
contained  in Sections 4, 5, and 6 hereof are of the essence of this  Agreement;
that each of such covenants are reasonable and necessary to protect and preserve
the interests and properties of the Company;  that  irreparable  loss and damage
will  be  suffered  by the  Company  should  the  Executive  breach  any of such
covenants  and  agreements;  that  each  of such  covenants  and  agreements  is
separate,  distinct and severable not only from the other of such  covenants and
agreements but also from the other and remaining  provisions of this  Agreement;
that the unenforceability of any such covenant or agreement shall not affect the
validity or enforceability of any other such covenant or agreements or any other
provision  or  provisions  of this  Agreement;  and that,  in  addition to other
remedies  available to it,  including,  without  limitation,  termination of the
Executive's  employment  for cause,  the Company  shall be entitled to seek both
temporary and permanent  injunctions to prevent a breach or contemplated  breach
by the Executive of any of such  covenants or  agreements.  Notwithstanding  the
foregoing, in the event of a breach of the representation and warranty set forth
in Section 6 above (but not the covenant contained therein),  the Company's sole
remedy shall be termination of the Executive's  employment and such  termination
shall be deemed to be for Cause.

8.  Notice.

     All notices,  requests, demands and other communications required hereunder
shall be in writing and shall be deemed to have been duly given if  delivered or
if mailed,  by United States certified or registered mail,  prepaid to the party
to which the same is  directed  at the  following  addresses  (or at such  other
addresses as shall be given in writing by the parties to one another):

     If to the Company:        Omega Healthcare Investors, Inc.
                               900 Victors Way
                               Suite 350
                               Ann Arbor, MI 48108
                               Attn: Chairman

     If to the Executive:      Dan Booth
                               20 Hickory Meadow
                               Cockeysville, Maryland   21230

Notices delivered in person shall be effective on the date of delivery. Notices
delivered by mail as aforesaid shall be effective upon the third calendar day
subsequent to the postmark date thereof.

9.       Miscellaneous.

     (a)  Assignment.  The  rights and  obligations  of the  Company  under this
Agreement  shall inure to the benefit of the Company's  successors  and assigns.
This  Agreement may be assigned by the Company to any legal  successor to all or
substantially  all of the Company's  business or to an entity that purchases all
or substantially all of the assets of the Company, but not otherwise without the
prior written  consent of the Executive.  In the event the Company  assigns this
Agreement as permitted by this Agreement and the Executive  remains  employed by
the assignee, the "Company" as defined herein will refer to the assignee and the
Executive will not be deemed to have  terminated his employment  hereunder until
the Executive terminates his employment with the assignee. The Executive may not
assign this Agreement.

     (b) Waiver.  The waiver of any breach of this  Agreement by any party shall
not be  effective  unless in writing,  and no such waiver shall  constitute  the
waiver of the same or another breach on a subsequent occasion.

     (c)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the internal  laws of the State of Maryland.  The parties agree
that any appropriate  state or federal court located in the Baltimore,  Maryland
area shall have  jurisdiction  of any case or  controversy  arising  under or in
connection  with  this  Agreement  and  shall  be a  proper  forum  in  which to
adjudicate such case or controversy.  The parties consent to the jurisdiction of
such courts.  Notwithstanding the foregoing,  if requested by the Company or the
Executive,  in connection  with any relocation of the Company's  headquarters to
another  state,  the parties will enter into an  amendment to this  Agreement to
make it governed by such  state's  laws and subject to the  jurisdiction  of the
appropriate state or federal courts located in such state.

     (d) Entire Agreement.  This Agreement  embodies the entire agreement of the
parties  hereto  relating to the subject  matter hereof and  supersedes all oral
agreements,  and to the extent  inconsistent  with the terms  hereof,  all other
written agreements.

     (e) Amendment. This Agreement may not be modified, amended, supplemented or
terminated except by a written instrument executed by the parties hereto.

     (f)  Severability.   Each  of  the  covenants  and  agreements  hereinabove
contained shall be deemed separate,  severable and independent covenants, and in
the event that any covenant shall be declared  invalid by any court of competent
jurisdiction,  such  invalidity  shall not in any  manner  affect or impair  the
validity or enforceability of any other part or provision of such covenant or of
any other covenant contained herein.

     (g)  Captions  and  Section  Headings.  Except as set forth in  Section  10
hereof,  captions and section  headings used herein are for convenience only and
are not a part of this Agreement and shall not be used in construing it.

10.      Definitions

     (a)  "Affiliate"  means  any  person,   firm,   corporation,   partnership,
association  or entity  that,  directly  or  indirectly  or through  one or more
intermediaries,  controls,  is controlled by or is under common control with the
Company.

     (b) "Applicable  Period" means the period commencing as of the date of this
Agreement and ending the earlier of (i) twelve months after the  termination  of
the Executive's employment with the Company or any of its Affiliates or (ii) the
end of the Term.

     (c)  "Area"  means  such  states  where  the  Company  is,  at the  time of
Executive's  termination,  materially  doing  business,  which states  presently
include Alabama,  Arizona,  Arkansas,  California,  Colorado,  Florida, Georgia,
Idaho, Illinois,  Indiana,  Iowa, Kansas,  Kentucky,  Louisiana,  Massachusetts,
Michigan,  Missouri,  Nevada,  New Hampshire,  North Carolina,  Ohio,  Oklahoma,
Pennsylvania, Tennessee, Texas, Utah, Washington, and West Virginia.

     (d) "Business of the Company"  means any business with the primary  purpose
of leasing  assets to  healthcare  operators,  or  financing  the  ownership  or
operation  of,  senior  housing,  long-term  care  facilities,  assisted  living
facilities,  retirement  housing  facilities,  or other healthcare  related real
estate.

     (e) "Cause" is the occurrence of any of the following events:

               (i) willful refusal by the Executive to follow a lawful direction
          of the CEO and/or the Board of Directors of the Company,  provided the
          direction  is  not   materially   inconsistent   with  the  duties  or
          responsibilities  of  the  Executive's  position  as  Chief  Operating
          Officer of the Company,  which refusal  continues after the CEO and/or
          the Board of Directors has again given the direction in writing;

               (ii) willful misconduct or reckless disregard by the Executive of
          his duties or of the interest or property of the Company;

               (iii) intentional  disclosure by the Executive to an unauthorized
          person of  Confidential  Information  or Trade  Secrets,  which causes
          material harm to the Company;

               (iv)   any   act   by   the   Executive   of   fraud,    material
          misappropriation, or crime involving moral turpitude;

               (v) commission by the Executive of a felony; or

               (vi) a  material  breach  of  this  Agreement  by the  Executive,
          provided  that the  nature  of such  breach  shall be set  forth  with
          reasonable  particularity  in a written  notice to the  Executive  who
          shall have ten (10) days  following  delivery  of such  notice to cure
          such alleged  breach,  provided that such breach is, in the reasonable
          discretion of the Board of Directors, susceptible to a cure.

     (f)  "Competing  Business"  means  any  person,  firm,  corporation,  joint
venture, or other business that, considered as a whole, together with all parent
corporations,  subsidiaries and affiliates, is primarily engaged in the Business
of the Company.

     (g) "Confidential  Information" means data and information  relating to the
Business of the Company or an Affiliate  (which does not rise to the status of a
Trade  Secret)  which is or has been  disclosed to the Executive or of which the
Executive  became aware as a consequence of or through his  relationship  to the
Company or an Affiliate  and which has value to the Company or an Affiliate  and
is not generally known to its competitors.  Confidential  Information  shall not
include  any data or  information  that has been  voluntarily  disclosed  to the
public by the Company or an Affiliate  (except where such public  disclosure has
been made by the Executive without authorization) or that has been independently
developed and disclosed by others,  or that  otherwise  enters the public domain
through lawful means without breach of any obligations of  confidentiality  owed
to the Company or any of its Affiliates by the Executive.

     (h)  "Disability"  means the  inability  of the  Executive  to perform  the
material  duties of his position as Chief Operating  Officer  hereunder due to a
physical,  mental,  or emotional  impairment,  for a ninety (90) consecutive day
period or for  aggregate  of one  hundred  eighty  (180)  days  during any three
hundred sixty-five (365) day period.

     (i) "Good  Reason"  means the  occurrence  of all of the  events  listed in
either (i) or (ii) below:

               (i)  (A)  the  Company   materially   breaches  this   Agreement,
               including,  without  limitation,  a  material  diminution  of the
               Executive's  responsibilities  as  Chief  Operating  Officer,  as
               established in the sole discretion of the Chief Executive Officer
               of the Company  within the first one hundred eighty (180) days of
               the Executive's  employment hereunder,  as reasonably modified by
               the Chief Executive  Officer from time to time  thereafter,  such
               that  the  Executive   would  no  longer  have   responsibilities
               substantially equal to those of other chief operating officers at
               companies with similar business  operations,  revenues and market
               capitalization.;

                    (B) the Executive gives written notice to the Company of the
               facts and circumstances  constituting the breach of the Agreement
               within ten (10) days following the occurrence of the breach;

                    (C) the Company  fails to remedy the breach  within ten (10)
               days following the Executive's written notice of the breach; and

                    (D)  the  Executive   terminates  his  employment  and  this
               Agreement within ten (10) days following the Company's failure to
               remedy the breach.

               (ii) (A) the Company  relocates the Executive's  primary place of
               employment  to a new  location  (other than a location in the Ann
               Arbor,  Michigan area, or the Baltimore,  Maryland area), that is
               more than fifty (50) miles from its current location, without the
               Executive's consent; or

                    (B) the Company fails to relocate its headquarters  from Ann
               Arbor,  Michigan  to the  Baltimore,  Maryland  area on or before
               January 31, 2002; and

                    (C) the Executive  provides the Company with written  notice
               of intent to terminate  employment for a reason  specified by the
               Executive pursuant to Section  10(i)(ii)(A) or (B) above at least
               thirty (30) days prior to the effective  date of  termination  of
               employment.

     (j)  "Release"  means a  comprehensive  release,  covenant  not to sue, and
non-disparagement  agreement  from the  Executive in favor of the  Company,  its
executives,  officers,  directors,  Affiliates, and all related parties, in such
form as the parties shall mutually  agree;  it being agreed in advance that such
Release will not limit the Company's  indemnification  of Executive  pursuant to
the Company's bylaws and/or articles of incorporation, to the extent applicable.
Furthermore,  the  Release  will not  result  in the  waiver  of any  claims  by
Executive  against  the  Company  to the  extent  the  Company  makes any untrue
statement about Executive on or after the date of the Release.

     (k) "Term" has the meaning as set forth in Section 3(a) hereof.

     (l) "Trade  Secrets"  means  information  including,  but not  limited  to,
technical or nontechnical  data,  formulae,  patterns,  compilations,  programs,
devices, methods,  techniques,  drawings,  processes,  financial data, financial
plans,  product plans or lists of actual or potential  customers or suppliers of
the Company which (i) derives  economic  value,  actual or  potential,  from not
being  generally known to, and not being readily  ascertainable  by proper means
by, other persons who can obtain  economic value from its disclosure or use, and
(ii) is the subject of efforts that are reasonable  under the  circumstances  to
maintain its secrecy.


                         [SIGNATURES ON FOLLOWING PAGE]



<PAGE>


         IN WITNESS WHEREOF, the Company and the Executive have each executed
and delivered this Agreement as of the date first shown above.

                                 THE COMPANY:

                                 OMEGA HEALTHCARE INVESTORS, INC.


                                 By: /s/ C. TAYLOR PICKETT
                                    ------------------------
                                         C. Taylor Pickett, CEO


                                  THE EXECUTIVE:



                                    /S/ DAN BOOTH
                                    -------------