Exhibit 10.4



                   RETENTION, SEVERANCE AND RELEASE AGREEMENT



         THIS RETENTION, SEVERANCE AND RELEASE AGREEMENT ("Agreement") is dated
as of October 9, 2001 and effective as of the Effective Date, by and between
Omega Healthcare Investors, Inc., a Maryland corporation, its successors and
assigns ("Omega"), and F. Scott Kellman ("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 $150,000.00.

(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 $150,000.00,
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 $930,000.00, 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 and Retention Payment and Severance Benefits to the
extent owing pursuant to this Agreement; (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 November 13, 1998 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.
Notwithstanding the foregoing, Omega acknowledges that Employee's desk chair is
owned by Employee and may be removed by Employee on or before the Resignation
Date. Furthermore, a copy of Employee's chronological desk files may be retained
by Employee to the extent the same do not contain Confidential Information.

(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
                               -----------------------------
                                   October 9, 2001
                              --------------------------
                                        Date


                                    EMPLOYEE



                                 /s/ F. SCOTT KELLMAN
                                 --------------------

                                    October 9, 2001
                                 ---------------------
                                      Date





<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 of August, 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 Terry 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




<PAGE>



                                    EXHIBIT C

                                    Benefits