<PAGE>
                                                                    EXHIBIT 10.9


                          CORPORATE INTEGRITY AGREEMENT



                                   BETWEEN THE
                           OFFICE OF INSPECTOR GENERAL
                                     OF THE
                     DEPARTMENT OF HEALTH AND HUMAN SERVICES


                                       AND


                            MARINER HEALTH CARE, INC.




                                 MARCH 25, 2002

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  PAGE


<S>                                                                                                               <C>
I.  PREAMBLE.......................................................................................................1

II.  TERM OF THE CIA...............................................................................................2

III.  CORPORATE INTEGRITY OBLIGATIONS..............................................................................2

         A.  Program Infrastructure................................................................................2

                  1.  Board of Directors' Committee................................................................2

                  2.  Compliance Officer...........................................................................3

                  3.  Compliance Committees........................................................................3

                  4.  Internal Audit and Review Functions..........................................................3

                  5.  Facility Administrators......................................................................4

                  6.  Corporate Quality Assessment & Assurance Committee...........................................4

                  7.  Chief Medical Officer........................................................................4

         B.  Written Standards.....................................................................................5

                  1.  Code of Conduct..............................................................................5

                           a.  Contents............................................................................5

                           b.  Distribution and Certification......................................................5

                           c.  Covered Contractor Requirements.....................................................6

                  2.  Policies and Procedures......................................................................6

         C.  Training and Education................................................................................9

                  1.  General Compliance Training..................................................................9

                  2.  Specific Training............................................................................9

                  3.  Certification...............................................................................11

                  4.  Prior Training..............................................................................11

         D.  Review Procedures....................................................................................11

                  1.  Independent Monitor (Quality Engagement)....................................................11

                           b.  Access.............................................................................12

                           c.  Mariner's Obligations..............................................................13

                           d.  The Monitor's Obligations..........................................................14

                           e.  Miscellaneous Provisions...........................................................16
</TABLE>


                                      -i-

<PAGE>


<TABLE>
<S>                                                                                                              <C>
                  2.  Financial Reviews...........................................................................16

                           a.  Retention of Independent Review Organization.......................................16

                           b.  Selection of Mariner Compliance Audit Team.........................................17

                                    i. Identification of Team Members.............................................17

                                    ii.  Credentialing of the Compliance Audit Team...............................17

                                    iii. Reporting the Selection of the Compliance Audit Team.....................18

                                    iv. Replacement of Compliance Audit Team Members..............................18

                                    v.  Annual IRO Verification Review............................................18

                           c.  Type of Engagements................................................................19

                           d.  Frequency of Engagements...........................................................19

                           e.  Process Reviews....................................................................19

                           f.  Process Review Report..............................................................20

                           g.  Validation Review..................................................................20

                  7.  Independence Certification..................................................................21

         E.  Confidential Disclosure Program......................................................................21

         F.  Ineligible Persons...................................................................................22

                  1.  Definition..................................................................................22

                  2.  Screening Requirements......................................................................22

                  3.  Review and Removal Requirement..............................................................22

                  4.  Pending Charges and Proposed Exclusions.....................................................22

         G.  Notification of Proceedings..........................................................................23

         H.  Reporting............................................................................................23

                  1.  Definition of "Overpayment."................................................................23

                  2.  Definition of "Material Deficiency."........................................................23

                  3.  Reporting of Overpayments...................................................................23

                  4.  Reporting of Material Deficiencies..........................................................23

IV.  NEW BUSINESS UNITS OR LOCATIONS..............................................................................24

V.  IMPLEMENTATION AND ANNUAL REPORTS.............................................................................24

         A.  Implementation Report................................................................................25
</TABLE>

                                      -ii-

<PAGE>


<TABLE>
<S>                                                                                                              <C>
         B.  Annual Reports.......................................................................................25

         C.  Certifications.......................................................................................27

         D.  Designation of Information:..........................................................................28

VI.  NOTIFICATIONS AND SUBMISSION OF REPORTS......................................................................28

VII.  OIG INSPECTION, AUDIT AND REVIEW RIGHTS.....................................................................28

VIII.  DOCUMENT AND RECORD RETENTION..............................................................................29

IX.   DISCLOSURES.................................................................................................29

X.  BREACH AND DEFAULT PROVISIONS.................................................................................29

         A.  Stipulated Penalties for Failure to Comply with Certain Obligations..................................29

         B.  Payment of Stipulated Penalties......................................................................31

                  1. Demand Letter................................................................................31

                  2.  Timely Written Requests for Extensions......................................................31

                  3.  Form of Payment.............................................................................32

                  4.  Independence from Material Breach Determination.............................................32

         C.  Exclusion for Material Breach of this CIA............................................................32

                  1.  Material Breach.............................................................................32

                  2.  Notice of Material Breach and Intent to Exclude.............................................32

                  3.  Opportunity to cure.........................................................................33

                  4.  Exclusion Letter............................................................................33

         D.  Dispute Resolution...................................................................................33

                  1.  Review Rights...............................................................................33

                  2.  Stipulated Penalties Review.................................................................33

                  3.  Exclusion Review............................................................................34

                  4.  Finality of Decision........................................................................34

                  5.  Review by Other Agencies....................................................................34

XI.  EFFECTIVE AND BINDING AGREEMENT..............................................................................34
</TABLE>


                                     -iii-


<PAGE>


                         CORPORATE INTEGRITY AGREEMENT
                                  BETWEEN THE
                          OFFICE OF INSPECTOR GENERAL
                                     OF THE
                    DEPARTMENT OF HEALTH AND HUMAN SERVICES
                                      AND
                           MARINER HEALTH CARE, INC.

I.       PREAMBLE

         Mariner Health Care, Inc., hereby enters into this Corporate Integrity
Agreement ("CIA") with the Office of Inspector General ("OIG") of the United
States Department of Health and Human Services ("HHS") to promote compliance by
Mariner (as this term is defined herein), and by all Covered Persons and Covered
Contractors (as these terms are defined herein) with the requirements of
Medicare, Medicaid, and all other Federal health care programs (as defined in 42
U.S.C. ss. 1320a-7b(f))(hereinafter collectively referred to as the "Federal
health care programs"). Mariner's compliance with the terms and conditions in
this CIA shall constitute an element of Mariner's present responsibility with
regard to participation in the Federal health care programs. Contemporaneously
with this CIA, Mariner is entering into a Settlement Agreement with the United
States, and this CIA is incorporated by reference into that Settlement
Agreement, as embodied in a Plan of Reorganization to be filed in Mariner's
Chapter 11 of the Bankruptcy Code proceeding in the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court"). The scope of this
CIA shall be governed by the following definitions:

         1.       "Mariner": any corporation, subsidiary, affiliate, joint
                  venture or other organization or entity in which Mariner
                  Health Care, Inc., owns greater than 50% or has a controlling
                  interest, or which Mariner Health Care, Inc., operates,
                  performs billing functions, or has a management contract or
                  arrangement to provide management and administrative services
                  that give it control over the day-to-day operations over the
                  organization or entity.

         2.       "Covered Persons": includes all officers, directors, and
                  employees. The term also includes those employees of
                  contractors and agents who, on a regular basis, (i.e., more
                  often than two weeks over a 52-week period): a) are involved
                  in patient or resident care to Federal health care program
                  beneficiaries or recipients; b) participate in Mariner's
                  billing or related submissions to the Federal health care
                  programs; or c) otherwise carry out the duties and
                  responsibilities of this CIA (excluding the Monitor and the
                  Independent Review Organization ("IRO")).


1

<PAGE>


         3.       "Covered Contractor": any entity or individual with whom
                  Mariner has entered into a contract or other arrangement and
                  does not fall within the definition of "Covered Persons."

II.      TERM OF THE CIA

         The period of the compliance obligations assumed by Mariner under this
CIA shall be 5 years from the Effective Date of this CIA. The Effective Date of
this CIA will be same as the Effective Date of the Settlement Agreement in which
this CIA is incorporated by reference (the "Effective Date").

         Sections VII, VIII, IX, X and XI shall remain in effect until the OIG
has completed its review of the final Annual Report and any additional materials
submitted by Mariner pursuant to OIG's request.

III.     CORPORATE INTEGRITY OBLIGATIONS

         Prior to the execution of this CIA, Mariner established a Compliance
Program and hereby agrees to maintain its Compliance Program for the duration of
this CIA. In addition, to the extent not already implemented and for the
duration of this CIA, Mariner agrees to supplement its Compliance Program by
adhering to the obligations contained in this CIA, including the maintenance of
a Compliance Program that includes the following elements:

         A.  Program Infrastructure.

         Mariner shall, within 90 days of the Effective Date of this CIA, review
its current compliance program infrastructure, and to the extent not already in
existence, create an internal structure whereby individuals are given
responsibility at the facility and corporate levels to address quality of care
concerns. These individuals shall not be the same individuals who are charged
with responsibilities concerning the financial aspects of Mariner's facilities.
There shall be in place a mechanism and structure to provide the individuals who
are charged with quality of care concerns with direct access to the Compliance
Officer, the Chief Medical Officer, and the Quality Assurance Committees.

         As part of this internal structure, Mariner shall maintain or
establish, as necessary, the following positions and committees. If Mariner
changes its Compliance Program infrastructure in a way that affects these
positions and committees, Mariner shall ensure that under the new structure
Mariner devotes at least equal resources to its Compliance Program as are
devoted under the structure described herein and in Section III.B and provide
notice to the OIG within 15 days of any such change.

         1. Board of Directors' Committee. Mariner has an Audit and Compliance
Committee ("Board Committee") that serves as part of its Board of Directors.
During the term of this CIA,


2

<PAGE>


this committee shall: a) review the adequacy of Mariner's system of internal
controls, accounting policies, financial reporting practices, and the quality
and integrity of Mariner's financial reporting to Federal health care programs;
b) ensure that Mariner adopts and implements policies and procedures designed to
ensure that Mariner complies with all applicable statutes, regulations,
policies, and this CIA; c) ensure that Mariner has a system in place to respond
to Federal, state, internal, and external reports of quality of care issues and
that such system functions adequately; and d) ensure that Mariner adopts and
implements policies and procedures that are designed to ensure that each
individual that is cared for at a Mariner facility receives at least the level
of care required by law.

         The individuals who serve on the Board Committee shall be available to
the Compliance Officer, the Monitor, and the IRO required under this CIA, to
respond to any issues or questions that might arise. The names of the Board
Committee members and the Charter for the committee shall be provided to the OIG
within 90 days of the Effective Date of this CIA. When new members are
appointed, or the responsibilities or authorities of the Board Committee are
substantially changed, Mariner shall notify OIG, in writing, within 15 days of
such a change.

         2. Compliance Officer. Mariner has appointed a Compliance Officer who
is responsible for developing and implementing policies, procedures, and
practices designed to promote compliance with the requirements set forth in this
CIA and with the requirements of the Federal health care programs. The
Compliance Officer shall be a member of senior management of Mariner (i.e., not
subordinate to Mariner's general counsel or chief financial officer), shall make
regular (at least quarterly) reports regarding compliance matters directly to
the CEO and/or to the Board Committee. The Compliance Officer shall be
authorized to report to the Board of Directors at any time. The Compliance
Officer shall remain responsible for monitoring the day-to-day activities
engaged in by Mariner to further its compliance objectives as well as any
reporting obligations created under this CIA. The Compliance Officer or his or
her designees shall also ensure that financial or quality of care issues are
appropriately identified and addressed through corrective action plans. In the
event a new Compliance Officer is appointed during the term of this CIA, Mariner
shall notify OIG, in writing, within 15 days of such a change.

         3. Compliance Committees. Mariner has a compliance committee composed
of the Compliance Officer and other appropriate officers or individuals who have
the authority and responsibility to ensure quality of care at Mariner's
facilities, ensure proper billing to Federal health care programs, and to
appropriately and thoroughly implement the requirements of this CIA. The
Compliance Officer chairs the Committees and the Committees shall support the
Compliance Officer in fulfilling his/her responsibilities.

         4. Internal Audit and Review Functions. Mariner has a program for
performing internal audits and reviews. The internal audits and reviews:


3

<PAGE>


                  a. make findings of whether the cost reports, claims, and
                  submissions to Federal health care programs that affect
                  reimbursement are accurate and in accordance with applicable
                  law;

                  b. make findings of whether the patients and residents at
                  Mariner facilities are receiving the quality of care and
                  quality of life consistent with basic care, treatment and
                  protection from harm standards; including, but not limited to,
                  42 C.F.R. Parts 482 and 483 and any other Federal and state
                  statutes, regulations, guidelines, and directives;

                  c. conduct an annual Minimum Data Set ("MDS") billing review
                  of claims submitted by Mariner's long term care facilities;
                  and

                  d. perform such other internal audits and reviews as necessary
                  to ensure that this CIA is being appropriately implemented and
                  to ensure that Mariner is meeting its obligations under
                  applicable law.

         5. Facility Administrators. Each Mariner facility is managed by an
Administrator. The Administrators will continue to be responsible for compliance
in their respective facilities. Execution of compliance duties shall be a
component of the performance evaluations of Administrators. Should it become
necessary to pursue employment of a new Administrator, Mariner shall appoint an
acting Administrator who shall be granted authority equal to that of the
Administrator to carry out all required duties, including those with respect to
Mariner's Compliance Program.

         6. Corporate Quality Assessment & Assurance Committee. Mariner has a
corporate-level Quality Assessment & Assurance Committee ("QA&A Committee") that
regularly meets to identify, track, and plan issues requiring quality assessment
or action. The QA&A Committee performs QA&A reviews that focus all levels of
management on quality improvement opportunities for clinical care throughout
Mariner. The QA&A Committee conducts reviews on a monthly basis to support the
identification, analysis, reporting, and improvement of focused clinical care
areas.

         7. Chief Medical Officer. Mariner employs a physician as a full-time
Chief Medical Officer, who reports directly to the CEO. The duties of the Chief
Medical Officer include:

                  a. The provision of expert geriatric medicine content to and
                  oversight of:

                           1.       Ancillary clinical services;

                           2.       Relationships with providers of Physician
                                    Services;

                           3.       Physician Credentialing;

                           4.       Medical Director and Physician contracting;
                                    and

                           5.       Quality measurement, monitoring and
                                    improvement activities;

4

<PAGE>


                  b.       Guidance to the Corporate Compliance and Quality
                           Assessment and Assurance Committees; and

                  c        Oversight of contacting with outside clinical
                           organizations, such as managed care organizations and
                           hospitals.

         B.  Written Standards.

                  1. Code of Conduct. Mariner has established a Code of Conduct.
Within 90 days of the Effective Date of this CIA, the Code of Conduct shall be
reviewed by the Compliance Officer to ensure it meets the requirements set forth
herein.

                  a. Contents: The Code of Conduct shall, at a minimum, include:

                           1. Mariner's commitment to compliance with all
                           statutes, regulations, directives, and guidelines
                           applicable to Federal health care programs, including
                           its commitment to prepare and submit accurate
                           billings consistent with Federal health care program
                           requirements, which includes procedures or
                           instructions communicated by appropriate regulatory
                           agencies, e.g., the Centers for Medicare and Medicaid
                           Services (formerly known as the Health Care Financing
                           Administration or HCFA) (hereinafter "CMS") and
                           fiscal intermediaries or carriers;

                           2. Mariner's requirement that all of its Covered
                           Persons shall be expected to comply with all Federal
                           health care program requirements and with Mariner's
                           own Policies and Procedures (including the
                           requirements of this CIA);

                           3. the requirement that all Covered Persons shall be
                           expected to report suspected violations of any
                           Federal health care program requirements or of
                           Mariner's own Policies and Procedures, and if there
                           are credible allegations of resident or patient harm,
                           such report shall be made in accordance with
                           applicable law;

                           4. the possible consequences to both Mariner and to
                           any Covered Person for failure to comply with all
                           Federal health care program requirements and with
                           Mariner's own Policies and Procedures or for failure
                           to report such non-compliance; and

                           5. the right of all individuals to use the
                           Confidential Disclosure Program, as well as Mariner's
                           commitment to confidentiality and non-retaliation
                           with respect to disclosures.

5

<PAGE>



                  b. Distribution and Certification. Mariner shall distribute
the Code of Conduct to all employees during each employee's orientation and
thereafter, as revisions occur. Within 90 days of the Effective Date of this
CIA, Mariner shall distribute the Code of Conduct to all Covered Persons who
have not already received a copy that reflects the required contents as set
forth herein. Within 90 days of the Effective Date of this CIA, each Covered
Person who has not already done so shall certify, in writing, that he or she has
received, read, understood, and will abide by Mariner's Code of Conduct.

         New Covered Persons shall receive the Code of Conduct during
orientation or at the time of their appointment, employment or contract, or
within 90 days of the Effective Date of the CIA, whichever is later. All Covered
Persons shall complete the required certification within 30 days after the
commencement of their appointment, employment, or contract or within 90 days of
the Effective Date of the CIA, whichever is later. Mariner shall continue to
make the promotion of, and adherence to, the Code of Conduct an element in
evaluating the performance of employees.

         Mariner shall annually review the Code of Conduct and will revise or
supplement it as necessary. Mariner shall distribute revisions or supplements of
the Code of Conduct to Covered Persons within 45 days of such changes being
completed. Covered Persons shall certify on an annual basis that they have
received, read, understood and will abide by the Code of Conduct that is
currently in place.

                  c. Covered Contractor Requirements. For each of its Covered
Contractors, Mariner shall: i) require in its contract with the Covered
Contractor that the Covered Contractor acknowledges Mariner's Code of Conduct;
ii) for any Covered Contractor with whom Mariner has an existing contract,
Mariner shall in good faith seek to reform the contract to require the Covered
Contractor to acknowledge the Compliance Program and Code of Conduct; and iii)
ensure that the Code of Conduct is provided (either by Mariner or the Covered
Contractor) to all Covered Contractors.

                  2. Policies and Procedures. Mariner has established written
Policies and Procedures regarding its Compliance Program and its compliance with
relevant Federal and state requirements, including, but not limited to, the
requirements of Federal health care programs. Mariner shall continue to assess
and update as necessary the Policies and Procedures at least annually and more
frequently, as appropriate. The Policies and Procedures shall be available to
the OIG upon request. To the extent not already accomplished, Mariner shall
ensure that the relevant portions of its Policies and Procedures are available
to the appropriate Covered Persons within 90 days of the Effective Date of this
CIA. Compliance staff or supervisors shall continue to be available to explain
any and all Policies and Procedures. Within 90 days of the Effective Date of
this CIA, Mariner shall review and analyze its Polices and Procedures to ensure
that, at a minimum, Mariner has adequate Policies and Procedures that
specifically address:

6

<PAGE>



         a. Measures designed to ensure that Mariner complies with Titles XVIII
         and XIX of the Social Security Act, 42 U.S.C. ss.ss. 1395-1395ggg and
         1396-1396v, and all regulations, directives, and guidelines promulgated
         pursuant to these statutes, including, but not limited to, 42 C.F.R.
         424, 482, and 483, and any other state or local statutes, regulations,
         directives, or guidelines applicable to long term care facilities or
         hospitals;

         b. Measures designed to ensure that Mariner complies with all
         requirements applicable to Medicare's Prospective Payment System
         ("PPS") for long term care facilities, including, but not limited to:
         collection of the clinical data required under the Minimum Data Set
         ("MDS") as specified by the Resident Assessment Instrument User's
         Manual; use of the current Resource Utilization Groups ("RUG")
         classification system; and billing and cost report preparation policies
         and procedures;

         c. Measures designed to ensure that Mariner has a system to require and
         centrally collect reports relating to incidents, accidents, abuse and
         neglect. The reports required under this system shall be of nature to
         allow the Quality Assurance Committees meaningful information to be
         able to determine: 1) if there is a quality of care problem; and 2) the
         scope and severity of the problem.

         d. Measures designed to ensure that staffing needs are decided first
         and foremost upon achieving the level of care for Mariner's patients
         and residents required by Federal and state laws, including, but not
         limited to, 42 C.F.R. ss.ss. 482.23(a) and (b) (hospitals) and 483.30
         (nursing facilities);

         e. Measures designed to inform Covered Persons of the staffing
         requirements of Federal and state law;

         f. Measures to inform Covered Persons during orientation and during
         other training required by this CIA that staffing levels are a critical
         aspect of patient and resident care, and, if any person has a concern
         about the level of staffing that there are many avenues available to
         each individual to report such concerns, including, but not limited to,
         the Administrator, the Hotline (as described in Section III. E. of this
         CIA), individuals at the district, regional, or corporate level, or
         directly to the Compliance Officer or Monitor;

         g. Measures designed to minimize the use of individuals at any Mariner
         facility who are from a temporary agency or not employed by Mariner
         (not including those individuals who are included in the definition of
         Covered Persons) and measures designed to create and maintain a
         standardized system to track the number of individuals at each facility
         who fall within this category so that the number/proportion of or
         changing trends in such staff can be adequately identified by Mariner
         and/or the Monitor;

         h. Measures designed to ensure compliance with the completion of
         accurate clinical assessments as required by applicable Federal law
         (see, e.g., 42 C.F.R. ss. 483.20);


7

<PAGE>


          i. Measures designed to ensure that in states where cost reports
         affect the level of Medicaid reimbursement, cost reports for the
         hospitals correctly reflect relationships with related parties and that
         any exceptions to the related party rules are obtained annually from
         the fiscal intermediary;

         j. Measures designed to ensure that individuals and entities who fall
         within the ambit of the Covered Contractor definition are appropriately
         supervised to ensure that the Covered Contractor is acting within the
         parameters of Mariner's Policies and Procedures and the requirements of
         Federal health care programs;

         k. Measures designed to ensure that the internal audits are performed
         by appropriate and qualified individuals;

         l. Non-retaliation policies and methods for employees to make
         disclosures or otherwise report on compliance issues through the
         Confidential Disclosure Program required by section III.E;

         m. Disciplinary guidelines to reflect the Code of Conduct requirements
         as specified in Section III.B.1;

         n. Measures designed to promote adherence to the compliance and quality
         of care standards set forth in applicable statutes, regulations,
         guidelines, directives, and this CIA, by including such adherence as a
         significant positive factor in determining the compensation to
         administrators of the facilities, and the individuals responsible for
         such compliance at the district, regional, and corporate level. Such
         measures shall include financial incentives for improving the quality
         of care at the facilities for which a particular individual shares
         responsibility, and financial penalties (e.g., no bonus or increase in
         salary) for failure to prevent quality of care problems;

         o. Measures designed to ensure cooperation with the Monitor and the IRO
         who shall have access to a particular facility, and any and all books,
         records, and patient and resident records that pertain to financial
         integrity or quality of care in accordance with this CIA; and

         p. Measures designed to ensure that compliance issues are identified
         internally (e.g., through reports of abuse or neglect, financial data,
         reports to supervisors, Hotline or other complaints, internal audits or
         reviews, patient and resident satisfaction surveys, CHSRA quality
         indicators, staff turnover data, or internal surveys) or externally
         (e.g., consultants, audits performed by the IRO, or the Monitor's
         reports) and are promptly and appropriately investigated and, if the
         investigation substantiates compliance issues, Mariner implements
         effective and timely corrective action plans and monitors compliance
         with such plans; and

8


<PAGE>

         q. Measures designed to effectively collect and analyze staffing data,
         including staff to patient or resident ratio and staff turnover;


         C.  Training and Education.

         Prior to the execution of this CIA, Mariner established a training
program for all its Covered Persons and agrees that it shall continue to conduct
training programs that meet the requirements of this CIA. Persons providing the
training must be knowledgeable about the subject area covered by the training.

                  1. General Compliance Training. Mariner provides at least one
hour of general compliance training to each Covered Person. This general
training explains Mariner's:

                           a. Corporate Integrity Agreement requirements; and

                           b. Compliance Program (including the Code of Conduct
                           and Policies and Procedures as they pertain to
                           general compliance issues).

These training materials shall be made available to OIG, upon request.

         New Covered Persons shall receive the general training described above
during orientation, but not later than 20 days after the beginning of their
employment or within 90 days after the Effective Date of this CIA, whichever is
later. Each Covered Person shall receive such general training on an annual
basis.

                  2. Specific Training. Within 90 days of the Effective Date of
this CIA, Mariner shall initiate specific training of certain designated Covered
Persons, as set forth in this Section. Each Covered Person who is involved in
the delivery of patient or resident care (including individuals who are
responsible for quality assurance, setting policies or procedures, or making
staffing decisions), the preparation or submission of claims for reimbursement
or cost reports, or the assignment of procedure codes or other diagnostic
assessments that might affect reimbursement, for any Federal health care
programs (hereinafter, "Relevant Covered Persons") shall receive at least 2
hours of specific training pertinent to his or her responsibilities (as
described below) in addition to the general training required above. This
training shall be conducted at least annually thereafter, shall include a
discussion of the policies and procedures set forth in Section III.B.2,
including, but not limited to:

                           a. the submission of accurate information (e.g., MDS,
                           claims, bills, and cost reports) for services
                           rendered to Medicare or Medicaid beneficiaries,
                           including, but not limited to, the requirements for
                           an accurate clinical assessment, if relevant to the
                           person's duties;

                           b. policies, procedures and other requirements
                           applicable to the documentation of medical records,
                           if relevant to the person's duties;


9


<PAGE>


                           c. the personal obligation of each individual
                           involved in the patient or resident care,
                           documentation, or reimbursement processes to ensure
                           that such submissions are accurate;

                           d. applicable Federal health care program
                           requirements, if relevant to the person's duties;

                           e. the legal sanctions for improper submissions to
                           Federal health care programs;

                           f. examples of relevant reimbursement practices
                           related to Federal health care programs found to have
                           been improper, if relevant to the person's duties;
                           and

                           g. for persons who provide patient or resident care:
                           the coordinated interdisciplinary approach to
                           providing care to residents or patients, including,
                           but not limited to, resident assessment and the
                           requirements of 42 C.F.R. ss. 483.

         Affected new Relevant Covered Persons shall have begun to receive this
training within 30 days of the beginning of their employment or contract, and
shall have completed this specific training with 90 days of the beginning of
their employment or contract. New Relevant Covered Persons involved in the
delivery of patient or resident care or in the preparation or submission of
information (including, but not limited to, claims, bills, MDS, or cost reports)
to any Federal health care program shall be adequately supervised by trained
employees until they have completed the specific training relevant to their
duties. Each Relevant Covered Person shall receive the appropriate Specific
Training on an annual basis.

         In addition, each facility shall conduct periodic training on an "as
needed" basis (but at least semi-annually) on those quality of care issues
identified by the Quality Assurance Committees. In determining what training
should be performed, the Quality Assurance Committees will review the complaints
received, satisfaction surveys, staff turnover data, any state or Federal
surveys, including those performed by the Joint Commission on Accreditation of
Healthcare Organizations ("JCAHO"), any internal surveys, and either the CHSRA
quality indicators (for long term care facilities) or other relevant indicators
(for other types of facilities). Such training will be for the length of time
necessary to teach the subject matter. Such training will be provided to all
Covered Persons at the facility who are responsible for patient or resident
care, or whose job function allows them to contribute to the correction of the
alleged deficiency. Mariner shall implement mechanisms to evaluate the
individual's competence with respect to the training received.

                  3. Certification. An attendance log shall document the
attendance of each person who is required to attend the training. The member of
the Compliance Department or other person


10

<PAGE>


providing the training shall certify the accuracy of the attendance log. The
attendance log shall specify the type of training received and the date
received. The Company shall retain the attendance logs and certifications, along
with specific course materials, and make all of these logs, certifications, and
materials available to OIG upon request. The certification shall specify the
type of training received and the date received. The Compliance Officer shall
retain the certifications, along with specific course materials. These shall be
made available to OIG upon request.

                  4. Prior Training. Training of any type provided to affected
Covered Persons within six months prior to the Effective Date of this Agreement
that meets the requirements of Section III.C shall be deemed to meet the time
frame obligation imposed by this Section, but does not obviate the requirements
for attendance certifications.

D.  Review Procedures.

                  1. Independent Monitor (Quality Engagement). Within 60 days of
the effective date of this CIA, Mariner shall appoint an appropriately qualified
monitoring team (the "Monitor"), approved by the OIG. The Monitor may retain
additional personnel, including, but not limited to, independent consultants, if
needed to help meet the Monitor's obligations under this CIA. Mariner shall be
responsible for all costs incurred by the Monitor, including, but not limited
to, travel costs, consultants, administrative personnel, office space and
equipment, or additional personnel. Failure to pay the Monitor within 30
calendar days of submission of its invoices for services previously rendered
shall constitute a breach of the CIA and shall subject Mariner to one or more of
the remedies set forth in Section XI infra. The Monitor may be removed solely at
the discretion of the OIG. If the Monitor resigns or is removed for any reason
prior to the termination of the CIA, Mariner shall appoint another Monitor,
after approval by the OIG, with the same functions and authorities.

                           a. The Monitor shall be responsible for assessing the
effectiveness, reliability and thoroughness of the following:

                           i. Mariner's internal quality control systems,
                  including, but not limited to, whether the systems in place to
                  promote quality of care and to respond to quality of care
                  issues are acting in a timely and effective manner; whether
                  the communication system is effective, allowing for accurate
                  information, decisions, and results of decisions to be
                  transmitted to the proper individuals in a timely fashion; and
                  whether the training programs are effective and thorough;

                           ii. Mariner's response to quality of care issues,
                  which shall include an assessment of:

                                    (A) Mariner's ability to identify the
                           problem;

                                    (B) Mariner's ability to determine the scope
                           of the problem, including, but not limited to whether
                           the problem is isolated or systemic;


11


<PAGE>


                                    (C) Mariner's ability to create a corrective
                           action plan to respond to the problem;

                                    (D) Mariner's ability to execute the
                           corrective action plan;

                                    (E) Mariner's ability to evaluate whether
                           the assessment, corrective action plan and execution
                           of that plan was effective, reliable, and thorough.

                           iii. Mariner's development and implementation of
                           corrective action plans and the timeliness of such
                           actions;

                           iv. Mariner's proactive steps to ensure that each
                           patient and resident receives care in accordance
                           with: (A) basic care, treatment and protection from
                           harm standards; (B) the rules and regulations set
                           forth in 42 C.F.R. Parts 482 and 483; (C) state and
                           local statutes, regulations, and other directives or
                           guidelines; and (D) the policies and procedures
                           adopted by Mariner and set forth in this CIA.

                  b.       Access.  The Monitor shall have access to:

                           i. Facilities, at any time and without prior notice;

                           ii. The following types of documents: (1) the CMS
                           quality indicators (for nursing facilities); (2)
                           internal or external surveys or reports; (3)
                           Mariner's hotline complaints; (4) resident or patient
                           satisfaction surveys; (5) staffing data in the format
                           requested by the monitor, including but not limited
                           to reports setting forth the staff to patient or
                           resident ratios, temporary staffing levels, and staff
                           turnover data, as well as reports that reflect the
                           tracking of the usage of temporary agency personnel;
                           (6) incident, accident, abuse, neglect or death
                           reports; (7) reports of incidents involving a patient
                           or resident that prompt a full internal
                           investigation; (8) patient or resident records; (9)
                           financial data; (10) self-evaluative reports
                           including, but not limited to, those from medical
                           review committees, quality assurance committees, or
                           peer review committees; and (11) any other
                           pre-existing data, including the reconfiguring of
                           existing data, that the Monitor may determine
                           relevant to fulfilling the duties required under this
                           CIA in the format requested by the Monitor, to the
                           extent practicable; and

12

<PAGE>


                           iii. immediate access to patients, residents, and
                           staff for interviews outside the presence of Mariner
                           supervisory staff or counsel, provided such
                           interviews are conducted in accordance with all
                           applicable laws and the rights of such individuals.
                           The Monitor shall give full consideration to an
                           individual's clinical condition before interviewing a
                           resident or patient.

                  c.       Mariner's Obligations.  Mariner shall:

                           i. Not impede the Monitor's access to its facilities
                           (pursuant to the provisions of this CIA) and shall
                           provide any requested documentation within the time
                           frame specified by the Monitor, subject to any
                           extensions and modifications requested by Mariner and
                           granted by the Monitor;

                           ii. Assist in contacting and arranging interviews of
                           Covered Persons, and not impede the cooperation by
                           such individuals;

                           iii. Provide access to current residents or patients
                           and contact information for their families and
                           guardians, in a manner consistent with the rights of
                           such individuals under State or Federal law, and not
                           impede their cooperation;

                           iv. Provide the last known contact information for
                           former employees, contractors, and agents, and not
                           impede the cooperation from such individuals,
                           including, but not limited to, refraining from
                           placing confidentiality requirements in termination
                           agreements that would limit such cooperation;

                           v. Provide the last known contact information for
                           former residents, patients, their families, or
                           guardians consistent with the rights of such
                           individuals under State or Federal law, and not
                           impede their cooperation;

                           vi. Address any written recommendation made by the
                           Monitor either by substantially implementing the
                           Monitor's recommendations or by explaining in writing
                           why it has elected not to do so;

                           vii. Pay the Monitor's bills for Monitor's Costs
                           within 30 days of receipt. While Mariner must pay all
                           the Monitor's bills within 30 days, Mariner may bring
                           any disputed Monitor's Costs or bills to the OIG's
                           attention;


13

<PAGE>


                                    viii. Not sue or otherwise bring any action
                                    against the Monitor related to any findings
                                    made by the Monitor or related to any
                                    exclusion or other sanction of Mariner under
                                    this Agreement; provided, however, that this
                                    clause shall not apply to any suit or other
                                    action based solely on the dishonest or
                                    illegal acts of the Monitor, whether acting
                                    alone or in collusion with others; and

                                    ix. Provide the Monitor a report within 48
                                    hours of any incident involving a resident
                                    or patient that prompts a full internal
                                    investigation. Each such report shall
                                    contain the full name, social security
                                    number, and date of birth of the resident or
                                    patient, the date of death or incident, and
                                    a brief description of the events
                                    surrounding the death or incident.

                  d.       The Monitor's Obligations.  The Monitor shall:

                                    i. Respect the legal rights, privacy, and
                                    dignity of all Covered Persons, residents,
                                    and patients;

                                    ii. Promptly report to appropriate
                                    regulatory or law enforcement entities when
                                    warranted. Where independently required by
                                    applicable law or professional licensing
                                    standard to report any finding to an
                                    appropriate regulatory or law enforcement
                                    authority, simultaneously submit copies of
                                    such reports to OIG and to Mariner;

                                    iii. At all times act reasonably in
                                    connection with its duties under the CIA,
                                    including when requesting information from
                                    Mariner. Acting reasonably shall mean, when
                                    appropriate, among other things, that the
                                    Monitor shall consider the burdens and costs
                                    to Mariner;

                                    iv. Provide quarterly reports to Mariner and
                                    the OIG concerning the findings made to
                                    date;

                                    v. Submit bills to Mariner on a consolidated
                                    basis no more than once per month, and
                                    submit an annual summary representing an
                                    accounting of its costs throughout the year
                                    to Mariner and to the OIG. Mariner shall
                                    have the opportunity to review such bills
                                    and bring any issue of disputed bills or
                                    costs to the attention of the OIG;

                                    vi. Not be bound by any other private or
                                    governmental agency's findings or
                                    conclusions, including, but not limited to
                                    JCAHO, CMS, or the state survey agency.
                                    Likewise, such private and governmental

14

<PAGE>


                                    agencies shall not be bound by the Monitor's
                                    findings or conclusions. The Monitor's
                                    reports shall not be the sole basis for
                                    determining deficiencies by the state survey
                                    agencies. The parties agree that CMS and its
                                    contractors shall not introduce any material
                                    generated by the Monitor, or any opinions,
                                    testimony, or conclusions from the Monitor
                                    as evidence into any proceeding involving a
                                    Medicare or Medicaid survey, certification,
                                    or other enforcement action against Mariner,
                                    and Mariner shall similarly be restricted
                                    from using material generated by the
                                    Monitor, or any opinions, testimony, or
                                    conclusions from the Monitor as evidence in
                                    any of these proceedings. Nothing in the
                                    previous sentence, however, shall preclude
                                    the OIG or Mariner from using any material
                                    generated by the Monitor, or any opinions,
                                    testimony, or conclusions from the Monitor
                                    in any action under the CIA or pursuant to
                                    any other OIG authorities or in any other
                                    fora not explicitly excluded in this
                                    subsection;

                                    vii. Abide by the legal requirements of
                                    Mariner's facilities to maintain the
                                    confidentiality of each resident's or
                                    patient's personal and clinical records, and
                                    to maintain confidential and not to disclose
                                    the records of Mariner's Corporate
                                    Compliance Committee and self-evaluative
                                    reports including, but not limited to, those
                                    from medical review committees, quality
                                    assurance committees or peer review
                                    committees. Nothing in the prior sentence,
                                    however, shall limit or affect the Monitor's
                                    obligation to provide information, including
                                    information from patient and resident
                                    clinical records, to the OIG, and, when
                                    legally or professionally required,
                                    reporting to other agencies; and

                                    viii. Except to the extent required by law,
                                    maintain the confidentiality of any
                                    proprietary financial and operational
                                    information, processes, procedures and forms
                                    obtained in connection with its duties under
                                    this CIA and not comment publicly concerning
                                    its findings except to the extent authorized
                                    by the OIG.


15

<PAGE>


                  e.       Miscellaneous Provisions

                                    i. The Monitor may confer and correspond
                                    with Mariner and OIG on an ex parte basis at
                                    any time. If, after consulting with Mariner,
                                    the Monitor has concerns about corrective
                                    action plans that are not being enforced or
                                    systemic or repeated problems that could
                                    impact Mariner's ability to render quality
                                    care to its patients and residents, then the
                                    Monitor shall: (A) report such concerns in
                                    writing to the Consortium, in care of the
                                    OIG at the address set forth in Section VI
                                    of this CIA (the Consortium consists of
                                    representatives of the OIG, CMS, and the
                                    Department of Justice); and (B) provide
                                    notice and a copy of the report to the
                                    Compliance Officer and the Board Committee.
                                    Mariner shall be provided an opportunity to
                                    respond to the Consortium concerning any
                                    such report;

                                    ii. The Consortium shall seek to resolve any
                                    such dispute between the Monitor and Mariner
                                    prior to the OIG seeking any remedies
                                    pursuant to the terms of this CIA;

                                    iii. At the end of 36 months from the
                                    Effective Date of this CIA, the OIG will
                                    review the need for a Monitor and, in its
                                    sole discretion, the OIG may release Mariner
                                    from the Monitor obligations set forth in
                                    section III.D.1. The OIG's decision whether
                                    to release Mariner from its Monitor
                                    obligations is non-reviewable;

                                    iv. The Monitor shall not control, manage or
                                    operate Mariner;

                                    v. Nothing in this Agreement changes the
                                    applicable requirements for standards of
                                    care.

                  2.  Financial Reviews.

                           a.       Retention of Independent Review
                                    Organization. Within 60 days of the
                                    Effective Date of this CIA, Mariner shall
                                    engage an entity, such as an accounting,
                                    auditing or consulting firm (hereinafter
                                    "Independent Review Organization" or "IRO"),
                                    to assist Mariner in assessing and
                                    evaluating its billing, coding and claims
                                    submission practices pursuant to this CIA
                                    and the Settlement Agreement. The IRO
                                    retained by Mariner shall have expertise in
                                    the billing, coding, reporting and other
                                    requirements of the particular section of
                                    the health care industry pertaining to this
                                    CIA and in the general requirements of the
                                    Federal Health Care program(s) from which
                                    Mariner seeks reimbursement. The IRO shall
                                    assess, along with Mariner, whether it

16

<PAGE>



                                    can perform the IRO engagements in a
                                    professionally independent fashion, taking
                                    into account any other business
                                    relationships or other engagements that may
                                    exist.

                           b.       Selection of Mariner Compliance Audit Team.

                           i. Identification of Team Members. Mariner's
                  Corporate Compliance Officer shall identify prospective
                  employees to participate in a team (the "Compliance Audit
                  Team") conducting "MDS Discovery Audits" as provided in
                  Appendix B. Selection shall be based upon each candidate's MDS
                  Audit experience (i.e., has performed similar MDS audits
                  within the 6 months prior to becoming part of the Compliance
                  Audit Team), qualifications, and clinical background. The IRO
                  and Corporate Compliance Officer shall independently assess
                  each respective candidate's experience, qualifications, and
                  clinical background. Both the IRO and Mariner shall draft
                  independent recommendations for each prospective Compliance
                  Audit Team member regarding whether each member should serve
                  on the Compliance Audit Team. The IRO and Mariner shall
                  mutually agree on Mariner's proposed Compliance Audit Team
                  members for the purposes of Credentialing as set forth below.

                           ii. Credentialing of the Compliance Audit Team. To
                  credential the Compliance Audit Team, the following protocol
                  will be used. Within 90 days of the Effective Date of this CIA
                  and prior to the initiation of any MDS Audits, the IRO shall
                  randomly select (using RAT-STATS) 25 sampling units from
                  Mariner's nursing facilities. The identities of the patients
                  and residents in the selected sampling units will be redacted
                  to preserve patient and resident confidentiality. These
                  sampling units will be used to train and assess the candidates
                  for the Compliance Audit Team. Using the audit procedures set
                  forth in Appendix B, the IRO will train the prospective
                  Compliance Audit Team members using the first 10 randomly
                  generated sampling units. Following the demonstration
                  training, and using the remaining 15 randomly selected
                  sampling units, each of the candidates will independently make
                  coding and overpayment determinations on these units based on
                  defined audit procedures agreed to by Mariner and the IRO as
                  set forth below. Each prospective Compliance Audit Team member
                  will be evaluated on how they scored each test sampling unit.
                  Each reviewer's percentage score will be calculated based on
                  pre-selected objective audit elements. These pre-selected
                  objective audit elements and the credentialing standard shall
                  be mutually agreed upon by Mariner and the IRO and shall be
                  submitted to the OIG for review. At any time during the term
                  of the CIA, the OIG may provide Mariner with comments,
                  recommendations, or may reject any or all of the pre-selected
                  objective audit elements or credentialing standard and may
                  create its own audit elements and credentialing standard and
                  apply it to select the Compliance Audit Team. Any comments
                  provided, recommendations made or the lack thereof or the lack
                  of rejection of any or all of the pre-selected objective audit


17


<PAGE>

                  elements or credentialing standard shall not constitute
                  acceptance of the pre-selected objective audit elements or the
                  credentialing standard. Those Compliance Audit Team Candidates
                  with credentialing scores at or above the credentialing
                  standard will be selected as members of the Compliance Audit
                  Team.

                           iii. Reporting the Selection of the Compliance Audit
                  Team. As part of Mariner's Implementation Report, Mariner's
                  Corporate Compliance Officer shall provide the OIG with his
                  justification and the IRO's recommendations for each proposed
                  Compliance Audit Team member. Both Mariner's justification and
                  the IRO's recommendation shall include a narrative evaluation
                  of each prospective team member's audit test performance for
                  each selected Compliance Audit Team member. Mariner shall also
                  include each candidate's resume, audit test results, and
                  credentialing score which support each candidate's selection
                  as an Compliance Audit Team member as part of its
                  justification.

                           iv. Replacement of Compliance Audit Team Members. If
                  at any time during the term of this CIA, an Compliance Audit
                  Team member needs to be replaced, the protocol described in
                  Section III.D.2.b.i-iii. herein shall be implemented to select
                  a new Compliance Audit Team member. However, Mariner's
                  justification and the IRO's recommendation, as described in
                  Section III.D.2.b.ii herein, shall be submitted to the OIG
                  prior to engaging the new Compliance Audit Team member.

                           v. Annual IRO Verification Review. At the end of each
                  Review Year (as defined in Section III.D.2.b.vi below) of the
                  CIA, the IRO will verify a sample of each Mariner Compliance
                  Audit Team member's MDS Audit determinations to ensure the
                  reviewer is making accurate judgements. To conduct the
                  verification review, the IRO will review either 10% or 15
                  sampling units from each Compliance Audit Team member's
                  previous year's MDS Audits, whichever is greater, and the
                  accuracy of the reviewer's determinations shall be recorded.
                  The IRO shall randomly select each reviewer's sample using
                  RAT-STATS. Any incorrect MDS Audit determinations made by a
                  Team member will constitute an error. If 5% or more of a team
                  member's determinations are incorrect, the Compliance Audit
                  Team member will be removed from the Team unless retention of
                  the Compliance Audit Team member is otherwise recommended by
                  the IRO and accepted by the OIG. The audit test results for
                  each Compliance Audit Team member and any recommendation or
                  supporting rationale will be included in each Annual Report to
                  the OIG. The OIG, will have discretion to remove any person
                  from the Compliance Audit Team at any time.

         c.       Type of Engagements.

                           (1)      The Compliance Audit Team shall conduct MDS
                                    Discovery Audits in Mariner's nursing
                                    facilities as provided in Appendix B of this
                                    CIA.

18

<PAGE>


                           (2)      Where MDS Discovery Audits conducted by
                                    Mariner's Internal Audit Department exceed a
                                    specified error rate, as provided in
                                    Appendix B of this CIA, the IRO shall
                                    conduct a statistically valid Full Sampling
                                    whereby it reviews a sufficient number of
                                    sampling units to estimate the true
                                    overpayment within the population within a
                                    90% confidence and 25% level of precision.
                                    In addition, the IRO shall conduct MDS
                                    Discovery Audits when Mariner cannot
                                    complete this task.

         d. Frequency of Engagements The IRO and Compliance Audit Team shall
         perform the MDS audits beginning with the Effective Date of this CIA
         and at the frequency provided for in Appendix B to this CIA. The IRO
         shall perform the Unallowable Cost Review for the first one-year
         reporting period beginning with the effective date of the CIA.

         e. Process Reviews. The IRO shall perform process reviews ("Process
         Reviews") at Mariner's nursing facilities which are selected for full
         statistically valid random sample ("SRVS") MDS audits as described
         above. The Process Reviews shall include a review of Mariner's claims,
         coding, billing and submission process and other compliance related
         activities. The Process Review may be performed concurrently with the
         other elements of the SRVS MDS audit and shall include testing or
         verification of Mariner's systems, processes and/or operations only
         when necessary as described below in Section III.D.13.e.(2). The
         Process Review shall consist of a thorough review and inquiry of the
         following:

                           (1)      Mariner's documentation, coding, billing and
                                    reporting operations relating to claims
                                    submitted to all Federal health care
                                    programs. As part of this review, the IRO is
                                    expected to evaluate the presence,
                                    application and adequacy of:

                                            i. Mariner's billing and medical
                                            record documentation and coding
                                            process;

                                            ii. Mariner's billing policies and
                                            procedures to ensure proper coding
                                            and billing;

                                            iii. Mariner's internal controls to
                                            ensure accurate coding and claims
                                            submission;

                                            iv. Mariner's reporting operations
                                            or mechanisms that ensure
                                            appropriate communication between
                                            Mariner and its fiscal
                                            intermediaries; and

                                            v. corrective action plans to
                                            correct any inaccurate coding or
                                            billing processes or individual
                                            claim forms.

                           (2)      In the event Mariner or the IRO identify
                                    deficiencies in Mariner's medical record
                                    documentation, coding process, policies and
                                    procedures, internal controls, reporting
                                    mechanisms or corrective

19

<PAGE>


                                    action plans, which result, or could result,
                                    in inappropriate billing to the federal
                                    health care programs, the IRO shall attempt
                                    to quantify any actual or potential
                                    underpayment or overpayments and shall make
                                    a report to Mariner (and to the OIG as
                                    described below) that shall include the
                                    IRO's recommendations to correct the
                                    identified deficiency. In addition, the IRO
                                    shall test the applicable Mariner system(s)
                                    to ensure the potential deficiency is not a
                                    systemic problem. Mariner will correct any
                                    identified deficiency within three (3)
                                    months of the discovery of the deficiency or
                                    provide the OIG with a reason why it cannot
                                    correct the deficiency within that time
                                    frame. Mariner will report its findings
                                    regarding any potential deficiencies and
                                    corrective actions in its Process Review
                                    Report.

                  f.       Process Review Report. The IRO shall prepare a report
based upon each Process Review performed ("Process Review Report") which shall
be submitted to the OIG as part of Mariner's Annual Reports. The Process Review
Report shall include the IRO's findings and supporting rationale regarding:

                           (1)      any identified deficiencies in Mariner's
                                    medical record documentation, coding
                                    process, policies and procedures, internal
                                    controls, reporting mechanisms or corrective
                                    action plans;

                           (2)      any weakness or potential weaknesses in
                                    Mariner's medical record documentation,
                                    coding process, policies and procedures,
                                    internal controls, reporting mechanisms or
                                    corrective action plans; and

                           (3)      any recommendations that the IRO may have to
                                    improve any of these systems, operations, or
                                    processes.

                  g.       Validation Review. In the event the OIG has reason to
believe that: (a) Mariner's Claims Review or Unallowable Cost Review fails to
conform to the requirements of this CIA; or (b) the IRO's or Mariner's internal
audit findings or Claims Review results are inaccurate, the OIG may, at its sole
discretion, conduct its own review to determine whether the Claims Review or
Unallowable Cost Review complied with the requirements of the CIA and/or the
findings or Claims Review results are inaccurate ("Validation Review"). Mariner
agrees to pay for the reasonable cost of any such review performed by the OIG or
any of its designated agents so long as it is initiated before one year after
Mariner's final submission (as described in section II) is received by the OIG.

         Prior to initiating a Validation Review, the OIG shall notify Mariner
of its intent to do so and provide a written explanation of why the OIG believes
such a review is necessary. To resolve any concerns raised by the OIG, Mariner
may request a meeting with the OIG to discuss the results of any Claims Review
or Unallowable Cost Review submissions or findings; present any additional or
relevant information to clarify the results of the Claims Review or Unallowable
Cost Review to correct


20

<PAGE>


the inaccuracy of the Claims Review; and/or propose alternatives to the proposed
Validation Review. Mariner agrees to provide any additional information as may
be requested by the OIG under this section in an expedited manner. The OIG will
attempt in good faith to resolve any Claims Review or Unallowable Cost Review
with Mariner prior to conducting a Validation Review. However, the final
determination as to whether or not to proceed with a Validation Review shall be
made at the sole discretion of the OIG.

                  3. Independence Certification. The IRO shall include in its
report(s) to Mariner a certification or sworn affidavit that it has evaluated
its professional independence with regard to the Claims Review or Unallowable
Cost Review and that it has concluded that it was, in fact, independent.

         E.  Confidential Disclosure Program.

         Within 90 days of the Effective Date of this CIA, Mariner shall review
its Confidential Disclosure Program and ensure that it is in compliance with the
requirements of this Section. The Hotline shall enable any individual to
disclose, to the Compliance Officer or some other person who is not in the
disclosing individual's chain of command, any identified issues or questions
associated with Mariner's policies, practices, or procedures with respect to
quality of care or a Federal health care program, believed by the individual to
be inappropriate. Mariner shall publicize the existence of the Hotline, and, at
a minimum, shall post it prominently in the lobby and gathering areas (e.g.,
dining rooms, activity rooms, waiting rooms) of each of its facilities and
locations and publicize it in training and newsletters to employees.

         The Confidential Disclosure Program shall emphasize a non-retribution,
non-retaliation policy, and shall include a reporting mechanism for anonymous,
confidential communication. Upon receipt of a disclosure, the Compliance Officer
(or designee) shall gather the information in such a way as to elicit all
relevant information from the disclosing individual. The Compliance Officer (or
designee) shall make a preliminary good faith inquiry into the allegations set
forth in every disclosure to ensure that he or she has obtained all of the
information necessary to determine whether further review should be conducted.
For any disclosure that is sufficiently specific so that the Compliance Officer
or his or her designee reasonably determines further review is warranted, the
Compliance Officer shall conduct such further review of the allegations and
ensure that appropriate follow-up is conducted and that any inappropriate or
improper practice is appropriately addressed.

         The Compliance Officer shall maintain a confidential disclosure log,
which shall include a record and summary of each allegation received, the status
of the respective investigations, and any corrective action taken in response to
the investigation. The disclosure log shall be made available to OIG upon
request.

21

<PAGE>


         F.  Ineligible Persons.

                  1. Definition. For purposes of this CIA, an "Ineligible
Person" shall be any individual or entity who: (a) is currently excluded,
suspended, debarred or otherwise ineligible to participate in the Federal health
care programs; or (b) has been convicted of a criminal offense related to the
provision of health care items or services that falls within the ambit of 42
U.S.C.ss.1320a-7(a), but has not yet been excluded.

                  2. Screening Requirements. Mariner has developed policies and
procedures as a part of its hiring process regarding the screening of
prospective Covered Persons, contractors, and physicians who receive staff
privileges to prevent the hiring of, or contracting with, any Ineligible Person.
Mariner shall screen all prospective Covered Persons and contractors prior to
engaging their services, and screen all physicians prior to granting staff
privileges by: (a) requiring applicants to disclose whether they are Ineligible
Persons; and (b) reviewing the General Services Administration's List of Parties
Excluded from Federal Programs (available through the Internet at
http://www.arnet.gov/epls) and the HHS/OIG List of Excluded Individuals/Entities
(available through the Internet at http://oig.hhs.gov) (these lists and reports
will hereinafter be referred to as the "Exclusion Lists").

                  3. Review and Removal Requirement. Within 90 days of the
Effective Date of this CIA, Mariner will review its list of current employees,
agents, contractors, and physicians with staff privileges against the Exclusion
Lists. Thereafter, Mariner will review the list semi-annually. If Mariner has
actual notice that an employee, agent, contractor, or physician has become an
Ineligible Person, Mariner will remove such person from responsibility for, or
involvement with, Mariner's business operations related to the Federal health
care programs and shall remove such person from any position for which the
person's salary or the items or services rendered, ordered, or prescribed by the
person are paid in whole or part, directly or indirectly, by Federal health care
programs or otherwise with Federal funds at least until such time as the person
is reinstated into participation in the Federal health care programs.

                  4. Pending Charges and Proposed Exclusions. If Mariner has
actual notice that an employee, agent, contractor, or physician with staff
privileges is charged with a criminal offense related to any Federal health care
program, or is proposed for exclusion during his or her employment or contract,
Mariner shall take all appropriate actions to ensure that the responsibilities
of that employee, agent, contractor, or physician do not adversely affect the
quality of care rendered to any patient or resident or the accuracy of any
claims submitted to any Federal health care program.


22


<PAGE>


         G.  Notification of Proceedings.

         Within 30 days of discovery, Mariner shall notify the OIG, in writing,
of any ongoing investigation or legal proceeding conducted or brought by a
governmental entity or its agents involving an allegation that Mariner has
committed a crime or has engaged in fraudulent activities. This notification
shall include a description of the allegation, the identity of the investigating
or prosecuting agency, and the status of such investigation or legal proceeding.
Mariner shall also provide written notice to the OIG within 30 days of the
resolution of the matter, and shall provide the OIG with a description of the
findings and/or results of the proceedings, if any. In addition, within 15 days
of notification, Mariner shall notify the OIG, in writing, of any adverse final
determination made by a Federal, state or local Government agency or accrediting
or certifying agency (e.g., JCAHO) regarding quality of care issues.

         H.  Reporting.

                  1. Definition of "Overpayment." For purposes of this CIA, an
"Overpayment" shall mean the amount of money Mariner has received in excess of
the amount due and payable under the Federal health care programs' statutes,
regulations or program directives, including carrier and intermediary
instructions.

                  2. Definition of "Material Deficiency." For purposes of this
CIA, a "Material Deficiency" means anything that involves: (i) a substantial
Overpayment relating to any Federal health care program; or (ii) a matter that a
reasonable person would consider a potential violation of 42 U.S.C. ss.ss.
1320a-7, 1320a-7a, or 1320a-7b, or other criminal or civil law related to any
Federal health care program for which penalties or exclusion may be authorized.
A Material Deficiency may be the result of an isolated event or a series of
occurrences.

                  3. Reporting of Overpayments. If, at any time, Mariner
identifies or learns of any billing, reporting, or other policies, procedures
and/or practices that have resulted in an Overpayment (as herein defined),
Mariner shall notify the payor (e.g., Medicare fiscal intermediary or carrier)
within 30 days of discovering the Overpayment and take remedial steps within 60
days of discovery (or such additional time as may be agreed to by the payor) to
repay the Overpayment and correct the problem, including preventing the
underlying problem and the Overpayments from recurring. Notification and
repayment to the contractor should be done in accordance with the contractor
policies, and, for Medicare contractors, must include the information contained
on the Overpayment Refund Form, provided as Appendix C to this CIA.

                  4. Reporting of Material Deficiencies. If Mariner determines
through any means that there is a Material Deficiency (as defined herein),
Mariner shall notify the OIG within 30 days of discovering the Material
Deficiency. The report to the OIG shall include:

                  a. a complete description of the Material Deficiency,
                  including the relevant facts, persons involved, and legal and
                  program authorities;

23

<PAGE>


                  b. Mariner's actions (and future plans of action) to correct
                  the Material Deficiency; and to prevent such Material
                  Deficiency from recurring;

                  c. The information on the Overpayment Refund Form and the
                  payor's name, address, and contact person where the
                  Overpayment (if any) was sent; and

                  d. The date of the check and identification number (or
                  electronic transaction number) on which the Overpayment (if
                  any was repaid).

         IV.      NEW BUSINESS UNITS OR LOCATIONS

         In the event that Mariner purchases or establishes new business units
that participate in any Federal health care program after the Effective Date of
this CIA, Mariner shall notify the OIG of this fact within 30 days of the date
of purchase or establishment. This notification shall include the type of
facility, location of the new operation(s), phone number, fax number, Federal
health care program provider number(s) (if any), and the corresponding payor(s)
(contractor specific) that has issued each provider number. All Covered Persons
and Covered Contractors at such locations shall be subject to the requirements
in this CIA that apply to new Covered Persons and Covered Contractors (e.g.,
completing certifications and undergoing training). In the case of new business
units and locations, the obligations of this CIA shall apply only to services or
activities occurring after the Effective Date of the acquisition or
establishment of the new business unit or location. Mariner shall use its best
efforts to implement the requirements of this CIA in new business units or
locations that participate in any Federal health care program as soon as
practical. Notwithstanding any other provision to the contrary, the terms of
this CIA shall not become effective for new business units or locations until
six months after the purchase or establishment of such new business units or
locations.

V.       IMPLEMENTATION AND ANNUAL REPORTS

         A. Implementation Report. Within 120 days after the Effective Date of
this CIA, Mariner shall submit a written report to the OIG summarizing the
status of its implementation of the requirements of this CIA. This
Implementation Report shall include:

                  1. the name, address, phone number and position description of
                  all individuals in positions described in Section III.A;

                  2. the Charter for the Board of Directors' Committee as
                  required in Section III.A.1;

                  3. the program for internal audits and reviews and a
                  description of the quality of care infrastructure as required
                  in Sections III.A. and III.A.4;

                  4. a copy of Mariner's Code of Conduct required by Section
                  III.B.1;


24

<PAGE>


                  5. the summary of the Policies and Procedures required by
                  Section III.B.2;

                  6. a description of the training programs required by section
                  III.C, including a description of the targeted audiences and a
                  schedule of when the training sessions were held and are to be
                  held;

                  7. a certification by the Compliance Officer that to the best
                  of his or her knowledge:

                           a. the Policies and Procedures required by section
                           III.B.2 have been developed, are being implemented,
                           and have been made available to all appropriate
                           Covered Persons;

                           b. all Covered Persons and Covered Contractors have
                           completed the Code of Conduct certification required
                           by Section III.B.1;

                           c. all Covered Persons have completed the training
                           and executed the certification required by Section
                           III.C; and

                           d. such certification may also include, if necessary,
                           an explanation of noncompliance.

                  8. a description of the confidential disclosure program
                  required by Section III.E;

                  9. the identity of the Independent Review Organization(s) and
                  the proposed start and completion date of the engagements for
                  the first year;

                  10. a summary of personnel actions taken pursuant to Section
                  III.F; and

                  11. a list of all of Mariner's locations (including mailing
                  addresses), the corresponding name under which each location
                  is doing business, the corresponding telephone numbers and
                  facsimile numbers, each location's Federal health care program
                  provider identification numbers(s), and the name, address, and
                  telephone number of the payor (specific contractor) that
                  issued each provider identification number.

         B. Annual Reports. Mariner shall submit to the OIG an Annual Report
with respect to the status and findings of Mariner's compliance activities over
the one-year period covered by the Annual Report. Each Annual Reports shall
include:

                  1. any change in the identity or position description of
                  individuals in positions described in Section III.A, a change
                  in any of the committees' structure or charter, any change in
                  the internal audit and review program, or any change in the
                  quality of care infrastructure;


25


<PAGE>


                  2. a certification by the Compliance Officer that to the best
                  of his or her knowledge:

                           a. all Covered Persons and Covered Contractors have
                           completed the annual Code of Conduct certification
                           required by Section III.B.1;

                           b. all Covered Persons have completed the training
                           and executed the certification required by Section
                           III.C;

                           c. Mariner has complied with its obligations under
                           the Settlement Agreement: (i) not to resubmit to any
                           Federal health care program payors any previously
                           denied claims related to conduct addressed in the
                           Settlement Agreement, and its obligation not to
                           appeal any such denials of claims; and (ii) not to
                           charge to or otherwise seek payment from Federal or
                           state payors for unallowable costs (as defined in the
                           Settlement Agreement) and its obligation to identify
                           and adjust any past charges of unallowable costs;

                           d. Mariner has effectively implemented all plans of
                           correction related to problems identified under this
                           CIA, Mariner's Compliance Program, or internal audits
                           or reviews; and

                           e. such certification may also include, if necessary,
                           an explanation of noncompliance.

                  3. notification of any changes or amendments to the Policies
                  and Procedures required by Section III.B.2 and the reasons for
                  such changes (e.g., change in contractor policy);

                  4. a summary of the facilities audited or reviewed pursuant to
                  Mariner's internal audit and review program, a summary of the
                  findings of such audit or review, and a summary of the
                  corrective actions taken under the program for internal audits
                  and reviews;

                  5. a complete copy of the reports prepared pursuant to the
                  IRO's Submissions, including all the information required in
                  Section III.D;

                  6. Mariner's response/corrective action plan to any findings
                  by the Independent Review Organization;

                  7. Mariner's response/corrective action plan to any issues
                  raised by the Monitor;

                  8. a summary of Material Deficiencies and reported throughout
                  the course of the previous twelve (12) months pursuant to
                  Section III.H, and the corresponding corrective action plans;


26


<PAGE>

                  9. a report of the aggregate Overpayments that have been
                  returned to the Federal health care programs that were
                  discovered as a direct or indirect result of implementing this
                  CIA. Overpayment amounts shall be broken down into the
                  following categories: Medicare, Medicaid (report each
                  applicable state separately), and other Federal health care
                  programs;

                  10. a copy of the Hotline confidential disclosure log required
                  by Section III.E (excluding any calls that relate solely to
                  human resources issues);

                  11. a description of any personnel actions (other than hiring)
                  taken by Mariner as a result of the obligations in Section
                  III.F, and the name, title, and responsibilities of any person
                  who falls within the ambit of Section III.F.3 and 4, and the
                  actions taken in response to the obligations set forth in that
                  Section;

                  12. a summary describing any ongoing investigation or legal
                  proceeding conducted or brought by a governmental entity
                  involving an allegation that Mariner has committed a crime or
                  has engaged in fraudulent activities, which has been reported
                  pursuant to Section III.G. The statement shall include a
                  description of the allegation, the identity of the
                  investigating or prosecuting agency, and the status of such
                  investigation or legal proceeding; and

                  13. a description of all changes to the most recently provided
                  list (as updated) of Mariner's locations (including mailing
                  addresses), the corresponding name under which each location
                  is doing business, the corresponding telephone numbers and
                  facsimile numbers, each location's Federal health care program
                  provider identification numbers(s), and the name, address, and
                  telephone number of the payor (specific contractor) that
                  issued each provider identification number.

         The first Annual Report shall be received by the OIG no later than one
year and 120 days after the Effective Date of this CIA. Subsequent Annual
Reports shall be submitted no later than the anniversary date of the due date of
the first Annual Report.

         C. Certifications. The Implementation Report and Annual Reports shall
include a certification by the Compliance Officer, under penalty of perjury,
that: (1) Mariner is in compliance with all of the requirements of this CIA
(unless the noncompliance is clearly and explicitly described in the
Implementation Report or Annual Report), to the best of his or her knowledge;
and (2) the Compliance Officer has reviewed the Report and has made reasonable
inquiry regarding its content and believes that, upon such inquiry, the
information is accurate and truthful.


27

<PAGE>


         D. Designation of Information: Mariner shall clearly identify any
portions of its submissions that it believes are trade secrets, or information
that is commercial or financial and privileged or confidential, and therefore
potentially exempt from disclosure under the Freedom of Information Act
("FOIA"), 5 U.S.C. ss. 552. Mariner shall refrain from identifying any
information as exempt from disclosure if that information does not meet the
criteria for exemption from disclosure under FOIA.

VI.      NOTIFICATIONS AND SUBMISSION OF REPORTS

         Unless otherwise stated in writing subsequent to the Effective Date of
this CIA, all notifications and reports required under this CIA shall be
submitted to the entities listed below:

OIG:              Civil Recoveries Branch - Compliance Unit
                  Office of Counsel to the Inspector General
                  Office of Inspector General
                  U.S. Department of Health and Human Services
                  Cohen Building, Room 5527
                  330 Independence Avenue, SW
                  Washington, DC 20201
                  Phone: 202.619.2078
                  Fax: 202.205.0604

Mariner:          A. Brent Snelgrove, CPA, MBA
                  Senior Vice President, Audit and Compliance
                  Mariner Post-Acute Network, Inc.
                  One Ravinia Drive, Suite 1500
                  Atlanta, GA  30346
                  Phone:  678-443-6770
                  Fax:  678-443-7100


VII.     OIG INSPECTION, AUDIT AND REVIEW RIGHTS

         In addition to any other rights the OIG may have by statute,
regulation, or contract, the OIG or its duly authorized representative(s), may
examine and photocopy Mariner's books, records, and other documents and
supporting materials and/or conduct an on-site review of any of Mariner's
facilities, locations, or operations for the purpose of verifying and
evaluating: (a) Mariner's compliance with the terms of this CIA; and (b)
Mariner's compliance with the requirements of the Federal health care programs
in which it participates. The documentation described above shall be made
available by Mariner to the OIG or its duly authorized representative(s) at all
reasonable times for inspection, audit, or reproduction. Furthermore, for
purposes of this provision, the OIG or its duly authorized representative(s) may
interview any of Mariner's employees, contractors, or agents who consent to be
interviewed at the individuals' place of business during normal business hours
or at such other place


28

<PAGE>


and time as may be mutually agreed upon between the individual and the OIG.
Mariner agrees to assist the OIG in contacting and arranging interviews with
such individuals upon the OIG's request. Mariner's employees, and the
contractors and agents may elect to be interviewed with or without a
representative of Mariner present.

VIII.    DOCUMENT AND RECORD RETENTION

         Mariner shall maintain for inspection all documents and records
relating to reimbursement from the Federal health care programs, or to
compliance with this CIA, one year longer than the term of this CIA (or longer
if otherwise required by law).

IX.      DISCLOSURES

         Consistent with HHS's Freedom of Information Act ("FOIA") procedures,
set forth in 45 C.F.R. Part 5, the OIG shall make a reasonable effort to notify
Mariner prior to any release by the OIG of information submitted by Mariner
pursuant to its obligations under this CIA and identified upon submission by
Mariner as trade secrets, commercial or financial information and privileged and
confidential under the FOIA rules. Mariner shall refrain from identifying any
information as trade secrets, commercial, or financial information and
privileged and confidential that does not meet the criteria for exemption from
disclosure under FOIA. With respect to the disclosure of information, Mariner
shall have the rights set forth in 45 C.F.R. ss. 5.65(d). The OIG shall protect
confidential information under the FOIA rules to the greatest extent allowed by
law.

         Nothing in this CIA, or any communication or report made pursuant to
this CIA, shall constitute or be construed as a waiver by Mariner of Mariner's
attorney-client, work product, peer review, or other applicable privileges.
Notwithstanding that fact, the existence of any such privilege does not affect
Mariner's obligation to comply with the provisions of this CIA.

X.       BREACH AND DEFAULT PROVISIONS

         Mariner is expected to fully and timely comply with all of the
obligations herein throughout the term of this CIA or other time frames herein
agreed to (subject to Mariner's right to request extensions of time in
accordance with Section X.B.2).

         A. Stipulated Penalties for Failure to Comply with Certain Obligations.
As a contractual remedy, Mariner and the OIG hereby agree that failure to comply
with certain obligations set forth in this CIA may lead to the imposition of the
following monetary penalties (hereinafter referred to as "Stipulated Penalties")
in accordance with the following provisions.

                  1. A Stipulated Penalty of $2,500 (which shall begin to accrue
on the day after the date the obligation became due) for each day Mariner fails
to have in place any of the following:


29


<PAGE>


                           a.       a Compliance Officer;

                           b.       Compliance Committees;

                           c.       Audit and Compliance Committee of the Board
                                    of Directors;

                           d.       Quality Assurance Monitoring Committee of
                                    the Board of Directors;

                           e.       a program for performing internal audits and
                                    reviews;

                           f.       a written Code of Conduct;

                           g.       written Policies and Procedures;

                           h.       a Training Program; and

                           i.       a Confidential Disclosure Program.

                  2. A Stipulated Penalty of $2,500 (which shall begin to accrue
on the day after the date the obligation became due) for each day Mariner fails
meet any of the deadlines (or any extension granted by the OIG) to submit the
Implementation Report or the Annual Reports to OIG.

                  3. A Stipulated Penalty of $2,000 (which shall begin to accrue
on the date the failure to comply began) for each day Mariner:

                           a.       hires, enters into a contract with, or
grants staff privileges to an Ineligible Person after that person has been
listed by a federal agency as excluded, debarred, suspended or otherwise
ineligible for participation in the Medicare, Medicaid or any other Federal
health care program (as defined in 42 U.S.C. ss. 1320a-7b(f)) (this Stipulated
Penalty shall not be demanded for any time period during which Mariner can
demonstrate that it did not discover the person's exclusion or other
ineligibility after making a reasonable inquiry (as described in Section III.F)
as to the status of the person); or

                           b.       employs, contracts with, or grants staff
privileges to an Ineligible Person and that person: (i) has responsibility for,
or involvement with, Mariner's business operations related to the Federal health
care programs; or (ii) is in a position for which the person's salary or the
items or services rendered, ordered, or prescribed by the person are paid in
whole or part, directly or indirectly, by Federal health care programs or
otherwise with Federal funds (this Stipulated Penalty shall not be demanded for
any time period during which Mariner can demonstrate that it did not discover
the person's exclusion or other ineligibility after making a reasonable inquiry
(as described in Section III.F) as to the status of the person).

                  4. A Stipulated Penalty of $1,500 (which shall begin to accrue
on the date the Mariner fails to grant access) for each day Mariner fails to
grant access to the information or documentation as required in Section VII of
this CIA.

30

<PAGE>


                  5. A Stipulated Penalty of $1,000 (which shall begin to accrue
10 days after the date that the OIG provides notice to Mariner of the failure to
comply or any extensions granted by the OIG) for each day Mariner fails to
comply fully and adequately with any obligation of this CIA. In its notice to
Mariner, the OIG shall state the specific grounds for its determination that
Mariner has failed to comply fully and adequately with the CIA obligation(s) at
issue and a basis for Mariner to cure noncompliance that will be deemed
acceptable to the OIG before accrual of any penalty hereunder. With respect to
the Stipulated Penalty provision described in this Section X.A.5 only and in
situations where the Monitor is not involved, the OIG shall not seek a
Stipulated Penalty if Mariner demonstrates to the OIG's satisfaction that the
alleged failure to comply could not be cured within the 10 day period, but that:
(i) Mariner has begun to take action to cure the failure to comply; (ii) Mariner
is pursuing such action with due diligence, and (iii) Mariner has provided to
the OIG a reasonable timetable for curing the failure to comply.

         B.  Payment of Stipulated Penalties.

                  1. Demand Letter. Upon a finding that Mariner has failed to
comply with any of the obligations described in Section X.A and determining that
Stipulated Penalties are appropriate, the OIG shall notify Mariner by personal
service or certified mail of: (a) Mariner's failure to comply; and (b) the OIG's
exercise of its contractual right to demand payment of the Stipulated Penalties
(this notification is hereinafter referred to as the "Demand Letter").

         Within 15 days of the date of the Demand Letter, Mariner shall either:
(a) cure the breach to the OIG's satisfaction and pay the applicable Stipulated
Penalties; or (b) request a hearing before an HHS administrative law judge
("ALJ") to dispute OIG's determination of noncompliance, pursuant to the agreed
upon provisions set forth below in Section X.D. In the event Mariner elects to
request an ALJ hearing, the Stipulated Penalties shall continue to accrue until
Mariner cures, to the OIG's satisfaction, the alleged breach in dispute;
however, the payment of such accrued Stipulated Penalties shall remain pending
until the ALJ determination. Failure to respond to the Demand Letter in one of
these two manners within the allowed time period shall be considered a Material
Breach of this CIA and shall be grounds for exclusion under Section X.C.

                  2. Timely Written Requests for Extensions. The OIG will
reasonably consider any timely written request by Mariner for an extension of
time to perform any act or file any notification or report required by this CIA.
Notwithstanding any other provision in this Section, if the OIG grants the
timely written request with respect to an act, notification, or report,
Stipulated Penalties for failure to perform the act or file the notification or
report shall not begin to accrue until one day after Mariner fails to meet the
revised deadline as agreed to by an OIG-approved extension. Notwithstanding any
other provision in this Section, if the OIG denies such a timely written
request, Stipulated Penalties for failure to perform the act or file the
notification or report shall not begin to accrue until two business days after
Mariner receives the OIG's written denial of such request or when the original
obligation becomes due, whichever is later. A "timely written request" is
defined as a request in writing received


31

<PAGE>


by the OIG at least five business days prior to the date by which any act is due
to be performed or any notification or report is due to be filed.

                  3. Form of Payment. Payment of the Stipulated Penalties shall
be made by certified or cashier's check, payable to "Secretary of the Department
of Health and Human Services," and submitted to the OIG at the address set forth
in Section VI.

                  4. Independence from Material Breach Determination. Except as
otherwise noted, these provisions for payment of Stipulated Penalties shall not
affect or otherwise set a standard for the OIG's determination that Mariner has
materially breached this CIA, which decision shall be made at the OIG's
discretion and governed by the provisions in Section X.C, below.

         C.  Exclusion for Material Breach of this CIA

                  1.  Material Breach.  A "Material Breach" of this CIA means:

                           a. a failure to address concerns rased by the Monitor
                           regarding the quality of care provided to patients or
                           residents, as set forth in Section III.D.1.i of this
                           CIA;

                           b. a failure by Mariner to report a material
                           deficiency, take and enforce corrective action and
                           pay the appropriate refunds, as provided in Section
                           III.D and Section III.H;

                           c. repeated, systemic, or flagrant violations of the
                           obligations under this CIA, including, but not
                           limited to, the obligations addressed in Section X.A
                           of this CIA;

                           d. a failure to respond to a Demand letter concerning
                           the payment of Stipulated Penalties in accordance
                           with Section X.B above; or

                           e. a failure to retain and use an Independent Review
                           Organization for review purposes or to fund the
                           Monitor in accordance with Section III.D.

                  2. Notice of Material Breach and Intent to Exclude. The
parties agree that a Material Breach of this CIA by Mariner constitutes an
independent basis for Mariner's exclusion from participation in the Federal
health care programs (as defined in 42 U.S.C. ss. 1320a-7b(f)). Upon a
determination by the OIG that Mariner has Materially Breached this CIA and that
exclusion should be imposed, the OIG shall notify Mariner by certified mail of:
(a) Mariner's Material Breach and the specific nature of the breach; and (b) the
OIG's intent to exercise its contractual right to impose exclusion (this
notification is hereinafter referred to as the "Notice of Material Breach and
Intent to Exclude"). The exclusion may be directed at the corporation, or one or
more provider or supplier, depending upon the facts of the breach.


32

<PAGE>


                  3. Opportunity to Cure. Mariner shall have 35 days from the
date of the Notice of Material Breach and Intent to Exclude Letter to
demonstrate to the OIG's satisfaction that:

                           a. Mariner is in full compliance with these
                           obligations of the CIA cited by the OIG as being the
                           basis for the Material Breach;

                           b. the alleged Material Breach has been cured; or

                           c. the alleged Material Breach cannot be cured within
                           the 35 day period, but that: (i) Mariner has begun to
                           take action to cure the Material Breach; (ii) Mariner
                           is pursuing such action with due diligence; and (iii)
                           Mariner has provided to the OIG a reasonable
                           timetable for curing the Material Breach.

                  4. Exclusion Letter. If at the conclusion of the thirty-five
(35) day period, Mariner fails to satisfy the requirements of Section X.C.2, the
OIG may exclude Mariner from participation in the Federal health care programs.
The OIG will notify Mariner in writing of its determination to exclude Mariner
(this letter shall be referred to hereinafter as the "Exclusion Letter").
Subject to the Dispute Resolution provisions in Section X.D, below, the
exclusion shall go into effect 30 days after the date of the Exclusion Letter.
The exclusion shall have national effect and will also apply to all other
federal procurement and non-procurement programs. If Mariner is excluded under
the provisions of this CIA, Mariner may seek reinstatement pursuant to the
provisions at 42 C.F.R. ss.ss. 1001.3001-.3004.

         D.  Dispute Resolution

                  1. Review Rights. Upon the OIG's delivery to Mariner of its
Demand Letter or its Exclusion Letter, and as an agreed-upon contractual remedy
for the resolution of disputes arising under the obligation of this CIA, Mariner
shall be afforded certain review rights comparable to the ones that are provided
in 42 U.S.C. ss. 1320a-7(f) and 42 C.F.R. Part 1005 as if they applied to the
Noncompliance, Stipulated Penalties, or exclusion sought pursuant to this CIA.
Specifically, OIG's determination to demand payment of Stipulated Penalties or
to seek exclusion shall be subject to review by an ALJ and, in the event of an
appeal, the Departmental Appeals Board ("DAB"), in a manner consistent with the
provisions in 42 C.F.R. ss.ss. 1005.2-1005.21. Notwithstanding the language in
42 C.F.R. ss. 1005.2(c), a request for a hearing involving Stipulated Penalties
shall be made within 15 days of the date of the Demand Letter, and the request
for a hearing involving exclusion shall be made within 30 days of the date of
the Exclusion Letter.

                  2. Stipulated Penalties Review. Notwithstanding any provision
of Title 42 of the United States Code or Chapter 42 of the Code of Federal
Regulations, the only issues in a proceeding for Stipulated Penalties under this
CIA shall be: (a) whether Mariner was in full and timely compliance with the
obligations of this CIA for which OIG demands payment; (b) the period of
noncompliance; and (c) with respect to a Stipulated Penalty authorized under
Section X.A.5 only and


33


<PAGE>


in situations where the Monitor is not involved, whether the failure to comply
could not be cured within the ten (10) day period, but that by the end of that
period: (i) Mariner had begun to take action to cure the failure to comply, (ii)
Mariner was and is pursuing such action with due diligence; and (iii) Mariner
had provided to OIG a reasonable timetable fore curing the breach which is being
followed. Mariner shall have the burden of proving its full and timely
compliance and the steps taken to cure the noncompliance, if any. If the ALJ
finds for OIG with regard to a finding of a breach of this CIA and orders
Mariner to pay Stipulated Penalties, such Stipulated Penalties shall become due
and payable (20) days after the ALJ issues such a decision notwithstanding that
Mariner may request review of the ALJ decision by the DAB.

                  3. Exclusion Review. Notwithstanding any provision of Title 42
of the United States Code or Chapter 42 of the Code of Federal Regulations, the
only issues in a proceeding for exclusion based on a Material Breach of this CIA
shall be: (a) whether Mariner was in Material Breach of this CIA; (b) whether
such breach was continuing on the date of the Exclusion Letter; and (c) whether
the alleged Material Breach could not be cured within the (35) day period, but
that (i) Mariner has begun to take action to cure the Material Breach, (ii)
Mariner is pursuing such action with due diligence, and (iii) Mariner has
provided to OIG a reasonable timetable for curing the Material Breach.

         For purposes of the exclusion herein, exclusion shall take effect only
after an ALJ decision that is favorable to the OIG. Mariner's election of its
contractual right to appeal to the DAB shall not abrogate the OIG's authority to
exclude Mariner upon the issuance of the ALJ's decision. If the ALJ sustains the
determination of the OIG and determines that exclusion is authorized, such
exclusion shall take effect (20) days after the ALJ issues such a decision,
notwithstanding that Mariner may request review of the ALJ decision by the DAB.

                  4. Finality of Decision. The review by an ALJ or DAB provided
for above shall not be considered to be an appeal right arising under any
statutes or regulations. Consequently, the parties to this CIA agree that the
DAB's decision (or the ALJ's decision if not appealed) shall be considered final
for all purposes under this CIA.

                  5. Review by Other Agencies. Nothing in this CIA shall affect
the right of CMS or any other Federal or state agency to enforce any statutory
or regulatory authorities with respect to Mariner's compliance with applicable
Federal and state health care program requirements.

XI.      EFFECTIVE AND BINDING AGREEMENT

         Consistent with the provisions in the Settlement Agreement pursuant to
which this CIA is entered, and into which this CIA is incorporated, Mariner and
the OIG agree as follows:

         A. This CIA shall be binding on the successors, assigns, and
transferees of Mariner except that the obligations of this CIA shall not apply
to facilities, business units or locations that Mariner or a Mariner successor
does not own or operate as a result of an asset sale to an unrelated third
party;

34

<PAGE>


         B. This CIA shall become final and binding on the date the final
signature is obtained on the CIA and approved by the Bankruptcy Court, and shall
incorporate by reference any other Corporate Integrity Agreements obligating
Mariner or any of its facilities, business units or locations at the time of
execution of this CIA;

         C. Any modifications to this CIA shall be made only with the prior
written consent of the parties to this CIA; and

         D. Nothing in this CIA precludes Mariner from lawfully contesting the
legality, enforceability or applicability of any Federal health care program
requirement; and

         E. This CIA is for the benefit of the Parties hereto, and creates no
rights or remedies beyond those expressly created herein. Nothing in this CIA is
intended to confer any benefits on any third-party.

         F. The undersigned Mariner signatory represents and warrants that he is
authorized to execute this CIA. The undersigned OIG signatory represents that he
is signing this CIA in his official capacity and that he is authorized to
execute this CIA.


                     ON BEHALF OF MARINER HEALTH CARE, INC.



DATED:                       BY:
      --------------            ---------------------------------------------
                                 Susan Thomas Whittle
                                 General Counsel and Executive Vice-
                                 President
                                 Mariner Post-Acute Network, Inc.
                                 Mariner Health Group, Inc.


DATED:                       BY:
      --------------            ---------------------------------------------
                                 Thomas C. Fox
                                 Scot T. Hasselman
                                 Reed Smith LLP
                                 Counsel for Mariner Post-Acute Network, Inc.
                                 Counsel for Mariner Health Group, Inc.


35


<PAGE>


                  ON BEHALF OF THE OFFICE OF INSPECTOR GENERAL
                 OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES





-------------------------                  -------------------------------------
DATED:                                     LEWIS MORRIS
                                           Assistant Inspector General for Legal
                                           Affairs
                                           Office of Inspector General
                                           U. S. Department of Health and
                                           Human Services



36


<PAGE>
                                   Appendix A


                               MONITOR TASK LIST




THIS DOCUMENT IS DESIGNED TO PROVIDE GUIDANCE TO THE MONITOR; IT MAY BE AMENDED
AT ANY TIME CONSISTENT WITH THE TERMS OF THE CORPORATE INTEGRITY AGREEMENT
("CIA"). NOTHING IN THIS TASK LIST SHOULD BE INTERPRETED TO LIMIT THE TERMS AND
CONDITIONS OF THE CIA.



I.       Analysis of the Quality Compliance Infrastructure

         A.       Board of Directors: Existence of the Board level committee
                  with a quality improvement function.

                  1.       Existence of a Charter.

                  2.       Analysis of whether the Charter reflects the duties
                           and responsibilities set forth in the CIA.

                  3.       Review of minutes with an analysis of whether the
                           committee is:

                           a.       carrying out the duties and
                                    responsibilities set forth in the CIA;

                           b.       receiving the information necessary to
                                    ensure that the Company has a system in
                                    place to respond to Federal, state,
                                    internal, and external reports of quality
                                    of care issues and that such system
                                    functions effectively; and

                           c.       providing the direction and support
                                    necessary to enable the organization to
                                    address quality of care issues in a timely
                                    and effective manner.

         B.       Corporate Compliance Committees: Existence of Quality
                  Assurance Committees.

                  1.       Review of individuals appointed to the Committee to
                           ensure that those individuals have the authority to
                           carry out the duties and responsibilities set forth
                           in the CIA.

                  2.       Review of minutes and analysis of Committees'
                           effectiveness.

                           a.       are the meetings being conducted on a
                                    regular basis?

                           b.       are the Committees receiving and analyzing
                                    quality data reports?


<PAGE>

                           c.       are the Committees ensuring that
                                    investigations are being conducted where
                                    necessary to determine the scope and
                                    severity of the problem and corrective
                                    action plans are initiated where
                                    appropriate?

                           d.       are the Committees monitoring, development
                                    and implementation of corrective action
                                    plans, ensuring that follow up occurs,
                                    making necessary adjustments to corrective
                                    action plans, and ensuring that such
                                    correction is effectively maintained over
                                    time? And

                           e.       are the Committees recommending and
                                    implementing changes to policies and
                                    procedures and training where appropriate
                                    and necessary?

         C.       Internal Review Functions

                  1.       Existence of sufficient resources to conduct
                           internal reviews in order to obtain data concerning
                           the treatment of patients and residents at the
                           Company's facilities (as defined in the CIA).

                  2.       Analysis of whether the individuals conducting the
                           internal review functions have the appropriate
                           qualifications, have been sufficiently trained, and
                           are appropriately supervised.

                  3.       Analysis of the effectiveness of internal review
                           functions.

                                    a.       ability to identify the problem
                                             and/or opportunities for quality
                                             improvement-,

                                    b.       ability to determine the scope of
                                             the problem is it isolated or
                                             systemic) and/or opportunities for
                                             system-wide quality improvement;

                                    c.       ability to create corrective
                                             action plans and/or disseminate
                                             throughout the system best
                                             practices on quality improvement
                                             programs;

                                    d.       ability to execute the corrective
                                             action plans or implement quality
                                             improvement programs; and

                                    e.       ability to evaluate whether the
                                             assessment, corrective action
                                             plan, execution of the plan and
                                             quality improvement efforts were
                                             effective, reliable, thorough, and
                                             maintained over time.

         D.       Other Quality Compliance Infrastructure

                  1.       Analysis of whether there is an infrastructure that
                           allows information concerning quality of care at the
                           facilities to be communicated to the personnel with
                           the authority to make decisions about that
                           information (are data reports being reviewed to
                           identify potential quality problems at the facility,
                           district, regional and corporate levels).

                  2.       Analysis of whether there is an infrastructure that
                           allows the decisions that are made concerning
                           quality of care at the facilities to be communicated
                           to the personnel with the authority to carry out
                           those decisions and that follow up occurs to ensure
                           that any corrective action or other decisions are
                           implemented and maintained over time.


<PAGE>

                  3.       Analysis of whether there is an infrastructure that
                           allows the personnel that arc carrying out those
                           decisions to communicate the effectiveness of the
                           decision.

                  4.       Analysis of whether there are staff compensation and
                           reward policies that (a) promote quality of resident
                           and patient care; and (b) do not inhibit the quality
                           of resident or patient care, and that there is an
                           infrastructure to effectively carry out such
                           appropriate staff compensation and reward policies.

                  5.       Assessment of whether facility site visits are
                           occurring to verify whether potential quality
                           problems are being appropriately identified and
                           acted upon.

         E.       Effectiveness and Accessibility of the Compliance Officer and
                  the Compliance Staff (including the Chief Medical Officer)

                  1.       Analysis of whether the Compliance Officer and
                           Compliance Staff are accessible when necessary to
                           assist in making decisions that impact the quality
                           of care of the patients and residents at Company's
                           facilities.

                  2.       Analysis of the involvement of the Compliance
                           Officer arid the Compliance Staff in the Compliance
                           Committees.

                  3.       Analysis of whether the Compliance Officer is
                           providing accurate and complete reports to the Board
                           of Directors' Quality Assurance Monitoring
                           Committee.

                  4.       Analysis of the effectiveness of the Compliance
                           Officer and the Compliance Staff.-

                           a.       ability to identify the problem;

                           b.       ability to determine the scope of the
                                    problem (e.g., is it isolated or systemic);

                           c.       ability to create corrective action plans;

                           d.       ability to execute the correction action
                                    plans; and

                           e.       ability to evaluate whether the assessment,
                                    corrective action plan, and execution of
                                    the plan were effective, reliable,
                                    thorough, and maintained over time.

         II.      Analysis of the Policies and Procedures and Training

         A.       Analysis of the substance of the Policies and Procedures
                  relating to quality of care to determine if they assist the
                  employees in providing quality of care to the patients and
                  residents of Company and are in accordance with
                  professionally recognized standards of care.

                  1.       Assessment of the clarity of policies and
                           procedures.

<PAGE>
\
                  2.       Assessment of the distribution and availability of
                           policies and procedures.

                  3.       Assessment of the enforcement of policies and
                           procedures.

         B.       Training related to Quality of Care.

                  1.       Review of training materials.

                  2.       Assessment of whether the clinical issues are being
                           appropriately identified and effectively
                           communicated.

                  3.       Assessment of impact of training in maintaining
                           appropriate implementation of care in targeted areas
                           over time.

         III.     Analysis of Quality Related Data

                  A.       Existence of a system to collect, report, analyze,
                           and disseminate data on quality of care, including,
                           but not limited to, deficiency data, MDS data,
                           hotline or other complaints, incident, accident,
                           neglect, and abuse reports, quality indicators,
                           hospital key Indicator variables, resident and
                           patient satisfaction surveys, and JCAHO reports.

                  1.       Analysis of the integrity of this system.

                           a.       accuracy of the data being supplied;

                           b.       system controls that maintain the accuracy
                                    of the data;

                           c.       availability of the data to the appropriate
                                    personnel; and

                           d.       timeliness of the data.

                  2.       Existence of appropriate and adequate red flag
                           thresholds for use III quality improvement process.

                  3.       Existence of adequate consistent reporting mechanism
                           for determining staffing ratios and levels.

                  4.       Existence of a system to determine the level of
                           agency staff usage.

                  5.       Existence of a system to ensure that the incident,
                           accident, abuse, and neglect reports are being
                           created and centrally maintained, and arc of a
                           nature to allow the Quality Assurance Committees
                           meaningful information to be able to determine: 1)
                           if there is a quality of care problem; and 2) the
                           full scope and severity of the problem.

                  B.       Access to incident, accident, neglect, and abuse
                           reporst to determine the accuracy of the reports.

                  C.       Analysis of whether the Company accurately determines
                           whether the incidents, accidents, neglect or abuse
                           reports are related to quality of care issues, and if
                           so, whether they are appropriately


<PAGE>

                  investigated to determine the scope and severity of the
                  problem, and, if warranted, that corrective action was taken.

         D.       Analysis of whether complaints related to quality of care
                  (including, but not limited to, those received through the
                  hot line) are appropriately investigated to

                           determine the scope and severity of the problem,
                           and, if warranted, that corrective action was taken
                           and monitored to ensure permanent correction over
                           time.

         IV.      Mechanisms to analyze the effectiveness and thoroughness of
                  the Company's implementation of the CIA.

                  A.       Access to data, employees, residents, patients as
                           specified in the CIA, subject to the confidentiality
                           provisions of the CIA and applicable law.

                  B.       Facility visits, ability to copy data, including,
                           but not limited to, patient/resident records and
                           other appropriate documents, subject to the
                           confidentiality provisions of the CIA and applicable
                           law.

                  C.       Attendance at Board meetings.

                  D.       Attendance at committee meetings at the corporate,
                           regional, district and facility level.

                  E.       Attendance at training sessions.

         V.       Reporting to Government and Company on Monitoring Activities

                  A.       Quarterly reports to Company and OIG.

                  B.       Annual reports to OIG on costs incurred.

                  C.       Reports as required by law and specified in the CIA.

                  D.       Reports on systemic or repeated problems to the
                           Consortium and to Company as specified in the CIA.


<PAGE>

                                   APPENDIX B
              FINANCIAL REVIEW - MINIMUM DATA SET AUDIT GUIDELINES


A.       GENERAL

         1.       A team of individuals selected pursuant to the procedures set
                  forth in section Ill.D.2.b. of the CIA (the "Compliance Audit
                  Team") shall conduct Minimum Data Set ("MDS") discovery
                  audits ("MDS Discovery Audits") that shall review paid
                  Medicare Part A claims from Mariner's nursing facilities and
                  shall focus on the MDS.

         2.       The IRO shall conduct verification reviews of a sample of
                  each Compliance Audit Team member's MDS Discovery Audit
                  determinations pursuant to the procedures set forth in
                  section III.D.2.g. of the CIA.

         3.       The TRO shall also conduct statistically valid random
                  sampling ("SVRS") MDS audits ("SVRS MDS Audits") in Mariner
                  nursing facilities where MDS Discovery Audits exceed a
                  specified error rate. The SVRS MDS Audits and MDS Discovery
                  Audits are collectively "MDS Audits."

         4.       The MDS Audits shall consist of a variable appraisal sample
                  (dollar amount in error). For purposes of determining dollar
                  amounts associated with errors, the final sampling unit shall
                  be a single UB-92 bill and all associated MDS information on
                  the UB-92 bill shall be reviewed.

         5.       The MDS Discovery Audits conducted by the Compliance Audit
                  Team shall be conducted using a sample of a minimum of 15
                  percent of Mariner's nursing facilities. This sample shall
                  consist of at least one nursing facility chosen randomly from
                  the territory of each CMS Regional Office in which Mariner
                  maintains a facility, and an additional number of randomly
                  chosen facilities, chosen using Mariner's Internal Audit Plan
                  schedules so as to avoid repeated audits of the same facility
                  within a single audit cycle.

         6.       Mariner and the IRO shall ensure that only qualified
                  individuals, including, but not limited to, clinical and
                  medical personnel, are selected for the Compliance Audit Team
                  pursuant to the procedures set forth in section III.D.2.b of
                  the CIA. To the extent that any facility personnel are
                  involved in the MDS Audits, Mariner shall ensure that the
                  Individual who was involved in preparing the original claim,
                  including, the input of the entries on the MDS, on behalf of
                  the Mariner facilities, is not involved in the review of that
                  particular facility's claims submission to federal health
                  care programs.

         7.       The "Audit Period" for the MDS Audits shall be as follows.
                  The Audit Period for the first year MDS Audits shall begin on
                  the Effective Date of this CIA through the start date of the
                  specific MDS review, The Audit Period of subsequent MDS
                  Audits shall be defined as including the twelve (12) month
                  period preceding the starting date of the specific MDS
                  review. For each MDS Audit, the audit pool from which claims
                  are randomly selected for review, will include those claims
                  with a date of service during the relevant audit period.

<PAGE>

         8.       If, in any Audit Period, Mariner's Compliance Audit Team
                  cannot perform the number of MDS Discovery Audits required,
                  the IRO shall perform the remainder of the MDS Discovery
                  Audits in that year.

         9.       Mariner shall retain copies of all work papers, supporting
                  documentation, correspondence and draft reports, if any,
                  (those exchanged between the IRO and Mariner) used or created
                  in connection with the MDS Audits and shall make such
                  information available to OIG upon request. The IRO shall
                  retain and make available to the OIG, upon request, all
                  supporting rationale for its findings.

         10.      If Mariner becomes aware that any facility (including those
                  not selected to be included as part of an annual MDS Audit)
                  is potentially experiencing noncompliance with the Federal
                  health care program requirements for claims submissions,
                  Mariner shall, after reasonably determining whether further
                  review is warranted, in addition to its other CIA
                  obligations, conduct a review of the potential area of
                  non-compliance. If warranted, Mariner shall develop a
                  corrective action plan and conduct appropriate follow-up to
                  ensure that any inappropriate or improper practice(s) related
                  to claims submission is appropriately addressed. All such
                  instances of inappropriate or improper claims submission,
                  regardless of whether the facility was selected in the MDS
                  Audit, shall be reported to OIG, pursuant to Section III.H.
                  of this CIA.

B.       CONDUCTING THE MDS DISCOVERY AUDIT

         1.       A statistically valid random sample of a minimum of 50 UB-92s
                  shall be selected from each facility selected for review. If
                  the reviewer chooses to stratify the discovery sample, the
                  strata shall be determined prior to selecting the random
                  sample of UB-92s and an explanation of how the strata was
                  determined shall be included in the MDS Audit Report.

         2.       For the first year reviews of the discovery sample, the
                  Compliance Audit Team or IRO (in the instance that Mariner is
                  unable to complete the required number of MDS Discovery
                  Audits for the Audit Period) shall obtain a computer download
                  (in either an ASCII, Lotus 1-2-3 or Microsoft Excel format),
                  of the total Medicare Part A paid claims that had dates of
                  service during the audit period for each of Mariner's
                  randomly selected nursing facilities (if a computer download
                  is not available, then a computer-generated printout CLLN be
                  used). For subsequent year reviews, the Compliance Audit Team
                  or IRO shall obtain a computer download of the total Medicare
                  Part A paid claims for each randomly selected facility.

         3.       Mariner's Compliance Audit Team or IRO (in the instance that
                  Mariner is unable to complete the required number of MDS
                  Discovery Audits for the Audit Period) shall identify the
                  universe of paid UB-92s for each nursing facility in (he
                  audit year in accordance with Section A.7 of this Appendix.
                  Based on the results of the discovery sample, Mariner's
                  Compliance Audit Team or IRO (in the instance that Mariner is
                  unable to complete the required number of MDS Discovery
                  Audits for the Audit Period) shall select a sufficient number
                  of sampling units to meet tile parameters of Section C.2.b.
                  of this Appendix from each nursing facility's total Medicare
                  Part A claims population for the full sample.

         4.       The Compliance Audit Team or IRO shall notify each nursing
                  facility of the paid UB-92s that were selected for review.
                  The Compliance Audit Team or IRO shall obtain all

<PAGE>

                  appropriate medical records, billing and related supporting
                  documentation. If the Mariner facility cannot produce the
                  medical records or any other supporting documentation
                  necessary to make an accurate claim determination, the
                  Compliance Audit Team or IRO shall consider the relevant
                  portion of the UB-92 which lacks proper documentation to be
                  billed in error.

         5.       The dollar difference (i.e., the amount that was paid versus
                  the amount that should have been paid) will be determined for
                  each UB-92. Any underpayment identified in the discovery
                  sample shall be offset against any overpayment.

         6.       If the financial error rate (i.e., net dollars identified as
                  overpaid in the discovery sample divided by total dollars
                  paid to the facility based on the UB-92s selected in the
                  discovery sample) does not exceed a 5% threshold, the
                  facility shall refund all identified overpayments to the
                  appropriate payor and the facility's MDS audit shall be
                  concluded. If the financial error rate exceeds the 5%
                  threshold, Mariner will engage the IRO to conduct an SVRS MDS
                  audit of the facility.

C.       CONDUCTING THE SVRS MDS AUDIT ("STAGE 2")

         1.       Selection of' Facilities for Stage 2

                  a. The IRO shall conduct Stage 2 of the MDS audit for each
                  individual nursing, facility selected as part of the
                  discovery sample for which the financial error rate was 5% or
                  greater (i.e., the SVRS MDS Audit').

         2.       Selecting the full sample.
                  a.       Stage 2 shall consist of reviewing a full sample of
                           UB-92s that have been randomly selected from the
                           applicable Audit Period.

                  b.       The full sample shall contain a sufficient number of
                           sampling units to generate results that estimate the
                           true overpayment in the population to be within a
                           90% confidence interval and a maximum precision
                           (relative precision, i.e., semi-width of the
                           confidence interval) of plus or minus 25% of the
                           point estimate (i.e., the upper and lower bounds of
                           the 90% confidence interval shall not exceed 125%
                           and shall not fall below 75% of the midpoint of the
                           confidence interval, respectively).

                  c.       For the first year reviews of the SVRS sample, the
                           IRO shall obtain a computer download (in either an
                           ASCII, Lotus 1-2-3 or Microsoft Excel format), of
                           the total Medicare Part A paid claims that had dates
                           of service during the audit period for each of
                           Mariner's randomly selected nursing facilities (if a
                           computer download is not available, then a
                           computer-generated printout can be used). For
                           subsequent year reviews, the IRO shall obtain a
                           computer download of the total Medicare Part A paid
                           claims for each randomly selected facility.

         3.       Conducting the claims review.

                  a.       For each UB-92 selected in Stage 2, the IRO shall
                           review the MDS and the medical record documentation
                           supporting the MDS. The review process shall entail
                           an evaluation of the MDS and verification that each
                           entry that affects the RUG code


<PAGE>

                           outcome for the MDS is supported by the medical
                           record for the corresponding period of time
                           consistent with the assessment reference date
                           ("ARD") specified on the MDS.

                  b.       The LRO shall perform an evaluation of the data on
                           the UB-92 and determine whether the variables that
                           affect the RUG assignment outcome for the MDS are
                           supported by the medical record for the
                           corresponding time period consistent with the
                           assessment reference date specified in the MDS, This
                           shall include the following issues:

                           (1)      The accuracy of the MDS coding, and the
                                    resulting RUG category selection based on
                                    the documentation within the medical
                                    record. The review of the MDS and related
                                    documentation shall include the following:.

                                    -        assessment reference date for
                                             accuracy;
                                    -        activities of daily living and the
                                             look-back period used;
                                    -        special treatments and procedures
                                             along with the look-back periods;
                                    -        nursing restorative with look-back
                                             periods;
                                    -        supplement for PPS with look-back
                                             periods used (e.g., estimated
                                             therapies and minutes for the
                                             5-Day MDS); and
                                    -        resulting RUG category.

                           (2)      The demonstration of medical necessity in
                                    the medical record by verifying the
                                    presence of physician orders for the
                                    services reflected as necessary in the MDS;

                           (3)      The accuracy of the associated LTB-92s. At
                                    a minimum these claims shall be reviewed
                                    for the following:

                                    -        coverage period;

                                    -        revenue codes;

                                    -        HIPPS codes (RUG categories and
                                             the modifiers for assessment
                                             type), and

                                    -        Units of service.

                  c.       In those cases where an incorrect MDS has been
                           identified, the IRO shall re-enter data from that
                           MDS into the IRO's grouper software to verify that
                           the correct RUG code assignment was properly
                           assigned on the UB-92. If an incorrect RUG code was
                           assigned, this shall be considered an error.

                  d.       If there is insufficient support for an MDS data
                           point(s) that results in a downward change in RUG
                           assignment, the IRO should consider the dollar
                           difference to be an overpayment.

                  e.       If an incorrect RUG was used, but it did not result
                           in an overpayment, it will be noted in the MDS audit
                           report ("MDS Audit Report").

D.       MDS AUDIT REPORT. The following information, as applicable, shall be
         included for each discovery and full MDS audit in the MDS Audit
         Report:

         1.       MDS, Audit Methodology


<PAGE>

                  a.       MDS Audit Objective: A clear statement of the
                           objective intended to be achieved by the MDS Audit.

                  b.       Sampling Unit: A description of the Item, as that
                           term is utilized for tile MDS Audit. The sampling
                           unit shall be paid UB-92s during the relevant Audit
                           Period.

                  c.       MDS Audit Population: A description of the
                           Population subject to the MDS Audit.

                  d.       Sampling Frame: A description of the sampling frame,
                           which is the totality of Items from which the
                           discovery and full sample have been selected and an
                           explanation of the methodology used to identify the
                           sampling frame. In most circumstances, the sampling
                           frame will be identical to the Population.

                  e.       Sources of Data: A description of the documentation
                           relied upon by the Compliance Audit Team or IRO when
                           performing the MDS Audit (e.g. medical records,
                           physician orders, certificates of medical necessity,
                           requisition forms, local medical review policies,
                           CMS program memoranda, Medicare carrier or
                           intermediary manual or bulletins, other policies,
                           regulations, or directives).

                  f.       Review Protocol: A narrative description of how tile
                           MDS Audit was conducted and what was evaluated.

         2.       Statistical Sampling Documentation

                  a.       The number of sampling units appraised in each
                           discovery sample and each full sample.

                  b.       A copy of all printouts of the random numbers
                           generated by the "Random Numbers" function of the
                           statistical sampling software used by the IRO for
                           selection of each discovery sample and each full
                           sample.

                  c.       A copy of the statistical software printouts
                           estimating how many Items are to be included in the
                           Full Sample.

                  d.       A description or identification of the statistical
                           sampling software package used to conduct the
                           sampling.

                  e.       The sampling frame used in the discovery and full
                           samples will be available to the OIG upon request.

         3.       MDS Audit Results

                  a.       For each MDS Audit, the total number and percentage
                           of instances in which the Compliance Audit Team
                           and/or IRO determined that the paid UB-92s submitted
                           by Mariner and reimbursed by the fiscal intermediary
                           differed from what should have been submitted by
                           Mariner and reimbursed by the fiscal intermediary
                           (the "Correct UB-92"), regardless of the effect on
                           the payment.


<PAGE>

                  b.       For each MDS Audit, the total number and percentage
                           of instances in which the UB-92 submitted differed
                           from the Correct UB-92 and in which such
                           differences resulted in an overpayment to Mariner

                  c.       For each MDS Audit, the total dollar amount of all
                           paid claims in the MDS Audit Sample and the total
                           dollar amount of overpayments, underpayments, and
                           net overpayments associated with the paid claims
                           identified by the MDS Audit.

                  d.       The level of precision achieved by each full sample
                           MDS Audit at a 90% confidence level.

                  e.       A spreadsheet of the MDS audit results that includes
                           the following information for each paid claim
                           appraised: Federal health care program billed,
                           beneficiary health insurance claim number, date of
                           service, MDS procedure code submitted,. procedure
                           code reimbursed, allowed amount reimbursed by payor,
                           correct procedure code, correct allowed amount,
                           dollar difference between allowed amount reimbursed
                           by payor and the correct allowed amount.

         4.       Credentials. The names and credentials of the individuals
                  who: (1) designed the statistical sampling procedures and the
                  review methodology utilized for the MDS Audit; and (2)
                  performed the MDS Audit.

         E.       Annual Report

                  Mariner shall report the findings from all of the MDS Audits
                  (i.e., the MDS Audit Report) described above as part of its
                  Annual Report. The OIG may obtain documentation from the IRO
                  and Mariner regarding the work that has been performed on
                  these audits, to assist the OIG in determining the
                  appropriateness of the findings.


<PAGE>

                                   APPENDIX C


                            OVERPAYMENT REFUND FORM


-------------------------------------------------------------------------------
                     TO BE COMPLETED BY MEDICARE CONTRACTOR
                     --------------------------------------

 Date:-----------------------------
 Contractor Deposit Control #                Date of Deposit:
                             ---------------                  ----------------
 Contractor Contact Name:                    Phone #
                         -------------------        --------------------------
 Contractor Address:
                    ----------------------------------------------------------
 Contractor Fax:
                ----------------------------

--------------------------------------------------------------------------------

                 TO BE COMPLETED BY PROVIDER/PHYSICIAN/SUPPLIER
                 ----------------------------------------------

  Please complete and forward to Medicare Contractor. This form, or a similar
  document containing the following information, should accompany every
  voluntary refund so that receipt of check is properly recorded and applied.

  PROVIDER/PHYSICIAN/SUPPLIERNAME
                                 ----------------------------------------------
  ADDRESS
          ---------------------------------------------------------------------
  PROVIDER/PHYSICIAN/SUPPLIER #                      CHECK NUMBER #
                               ---------------------               ------------
  CONTACT PERSON:                                    PHONE #
                  ----------------------------------        -------------------
  AMOUNT OF CHECK $                                  CHECK DATE
                   ---------------------------------            ---------------

                               REFUND INFORMATION
                               ------------------

  For each Claim, provide the following:
  --------------------------------------
  Patient Name                               HIC #
              -------------------------------      ----------------------------
  Medicare Claim Number                      Claim Amount Refunded $
                 ----------------------------                       -----------
  Reason Code for Claim Adjustment:         (Select reason code from list below.
  Use one reason per claim)

 (Please list all claim numbers involved. Attach separate sheet, if necessary)

Note:    If Specific Patient/HIC/Claim #/Claim Amount data not available for
         all claims due to Statistical Sampling, please indicate methodology
         and formula used to determine amount and reason for overpayment:
For Institutional Facilities Only:
----------------------------------
Cost Report Year(s)--------------------------
(If multiple cost report years are involved, provide a breakdown by amount and
corresponding cost report year.)
For OIG Reporting Requirements:
-------------------------------
Do you have a Corporate Integrity Agreement with OIG? ---------Yes --------No


<PAGE>
<TABLE>
<S>                                      <C>                                    <C>
Reason Codes:                            MSP/Other Payer Involvement            Miscellaneous
-------------                            ---------------------------            -------------
Billing/Clerical Error                   08 - MSP Group Health Plan             13 - Insufficient Documentation
----------------------                   Insurance                              14 - Patient Enrolled in an HMO
01 - Corrected Date of Service           09 - MSP No Fault Insurance            15 - Services Not Rendered
02 - Duplicate                           10 - MSP Liability Insurance           16 - Medical Necessity
03 - Corrected CPT code                  11 - MSP, Workers Comp.                17 - Other (Please Specify)
04 - Not Our Patient(s)                  (Including Black Lung                   --------------------------
05 - Modifier Added/Removed              12 - Veterans Administration
06 - Billed in Error
07 - Corrected CPT Code
</TABLE>




                                       G


<PAGE>


                     IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

In re                                                                Chapter 11

MARINER HEALTH GROUP, INC.                              Case No. 00-00215 (MFW)
a Delaware Corporation, and affiliates

                                                          (Jointly Administered
                                                       Case Nos. 00-00215 (MFW)
                                                        through 00-00301 (MFW),
Debtors.                                                             inclusive)


     WITHDRAWAL OF CLAIM NOS._______________________
          FILED ON BEHALF OF________________________

         ___________________hereby withdraws, with prejudice, any and all
proofs of claim filed against any of the Debtors in the above-captioned
jointly-administered cases, including, without limitation, Claim Nos. _____
each asserting a claim in the following amount___________.



Dated:___________, 2002


                                     __________________________________________
                                     [NAME]


<PAGE>

                     IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE


In re                                                                Chapter 11

MARINER POST-ACUTE                                     Case No. 00-001 13 (MFW)
NETWORK, INC.,
a Delaware corporation,and affiliates

                                                         (Jointly Administered
                                                      Case Nos. 00-001 13 (MFW)
                                                        through 00-00214 (MFW),
                                                                     inclusive)
Debtors.


    WITHDRAWAL OF CLAIM NOS.________________________
         FILED ON BEHALF OF_________________________

         _______________________hereby withdraws, with prejudice, any and all
proofs of claim filed against any of the Debtors in the above-captioned
jointly-administered cases, including, without limitation, Claim Nos.______
each asserting a claim in the following amount ____________.

Dated: _________, 2002


                                     __________________________________________
                                     [NAME]