Exhibit 10.30



MASTER AGREEMENT

FOR SPECIALTY BEDS

AND

OXYGEN CONCENTRATORS

THIS AMENDED AND RESTATED MASTER AGREEMENT (the Master Agreement) is entered into as of July 1, 2006, between Genesis HealthCare Corporation, a Pennsylvania corporation (together with its Affiliates, GHC) and Omnicare, Inc., a Delaware corporation  d/b/a Omnicare and Omnicare (together with its Affiliates, Omnicare).

BACKGROUND

1. GHC owns and leases long term care facilities (each, a Facility and collectively, the Facilities). For purposes of this Master Agreement, Affiliate shall mean all entities that control, are controlled by, or are under common control with, such party, provided that Affiliate shall not include any entity in which GHC must obtain the consent of one or more minority shareholders, members, partners or the like, pursuant to the entitys organizational or governing documents, to bind any facility owned or leased by such entity to this Master Agreement.

2. GHC and NieghborCare Pharmacy Services, Inc. (NPS) entered into that certain Master Agreement for Specialty Beds and Oxygen Concentrators dated as of December 1, 2003 (the Original Agreement).

3. On July 28, 2005, Omnicare acquired NPS via a merger transaction following which NPS became a wholly-owned subsidiary of Omnicare.

4. Omnicare and GHC both desire to enter into this Master Agreement to amend certain provisions of the Original Agreement and to restate the Original Agreement, as amended, in its entirety to, among other things, modify pricing to GHC for certain products.

5. GHC is in need of licensed professionals and other personnel to provide certain products and services to the Facilities and to residents of the Facilities and Omnicare has the expertise and experience to provide such products and services to residents of long term care facilities. GHC desires to purchase said services from Omnicare and Omnicare desires to furnish said products and services to GHC on the terms set forth herein.



---



TERMS

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth in this Master Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.
  Duties and Responsibilities of Omnicare and GHC.

1.1 Omnicare agrees to provide to each of the Facilities all of the needed specialty beds, oxygen concentrators and related services (collectively, the Services) as required by applicable law and as reasonably requested by each Facility.

1.2 Omnicare shall provide the Services pursuant to a separate agreement (each, a Service Agreement) for each Facility, which shall be substantially identical to the form of Service Agreement attached hereto as Exhibit A, as adjusted for the particular Services to be provided to such Facility, the appropriate parties, and such other matters as the parties may, in their sole discretion, agree. Pursuant to the terms of the Original Agreement, GHC and Omnicare have entered into Service Agreements for each Facility. GHC and Omnicare shall use their commercially reasonable efforts to cause their appropriate subsidiaries to execute amendments to the existing Service Agreements for all Facilities on Exhibit A effective as of the date hereof to incorporate the amendments made to the Original Agreement in this Master Agreement. In any event, if there
is a conflict between this Master Agreement and a Service Agreement, the Master Agreement shall control.

1.3 Omnicare agrees to provide the Services in accordance with professional standards, policies and procedures of GHC and each Facility, as amended from time to time, (with which Omnicare has been provided, in writing), and all laws, rules and regulations that apply or relate to the performance of the Services.

1.4 GHC agrees to use its best efforts to support the provision of Services by Omnicare at all times and at all Facilities receiving such Services.

1.5 GHC agrees to use its best efforts to cause any health care facility managed by or otherwise affiliated with GHC, including but not limited to a joint venture of which GHC is a part, but which does not meet the definition of Affiliate (a Third Party Operator), to utilize Omnicare as its exclusive provider of Services, upon terms to be negotiated among Omnicare, GHC and such Third Party Operator.

1.6 Notwithstanding anything contained herein to the contrary, GHC may purchase or rent equipment directly from Hill Rom, or its affiliates or successors, without being in default under any obligations to Omnicare under this Agreement and such actions shall not cause GHC to pay liquidated damages or incur any other liability of any kind or nature to Omnicare.

2.
  Fees; Billing.

2.1 Pricing and manner of billing for all products and services shall be as described in the Service Agreement.

2.2
  Payment Terms.

2.2.1
  GHC will pay for any Services obtained for its own account, or for any Services
  for which any Facility is responsible for payment, (excluding Services provided
  to residents) within 30 days of receipt of an invoice from Omnicare. Omnicare
  reserves the right to provide Services on a C.O.D. basis if GHC fails to keep
  payments current in accordance with this section 2.2.1.



---



2.2.2 The parties acknowledge that Omnicare will invoice by Facility, but GHC will aggregate all Facilities invoices and pay all such invoices collectively to Omnicare to such place and by such method as reasonably directed by Omnicare. GHC and Omnicare shall agree on a single billing date to be used at all Facilities and shall implement such single billing date no later than three months following the date of this Master Agreement. Omnicare and GHC agree to work together in good faith to develop electronic billing within 3 months of the date of this Master Agreement.

2.2.3 Any invoice not fully paid within 30 days of receipt of an invoice from Omnicare will accrue interest at the rate of 1.5% per month, provided that, in no event will interest be charged in excess of the amount permitted by applicable law. GHC agrees to reimburse Omnicare for any and all costs incurred to collect payment from GHC or any Facility, including, without limitation, reasonable attorneys fees.

2.2.4 GHC shall be entitled to a 2.4% discount if it pays Omnicare in full within 30 days of receipt of an invoice from Omnicare; provided, however, that the discount shall not be available in any state where the resulting amount being paid by GHC would be lower than the amount paid by Medicaid.

3.
  Term and Termination.

3.1 The term of this Master Agreement shall commence on December 1, 2003, and shall continue in full force and effect for a period of five (5) years, through December 1, 2008 (the Initial Term). Subsequent to the Initial Term and any subsequent term, this Agreement shall automatically renew for additional one-year term unless either party provides written notice of its intent to terminate this Master Agreement at the expiration of the then-current term and such notice is given at least ninety (90) days prior to the expiration of the then-current term.

3.2 In the event this Master Agreement terminates for any reason whatsoever, each and every Service Agreement shall automatically terminate on the same date; provided, however, if the term of any Service Agreement, or the life of any piece of equipment subject to any Service Agreement, has not tolled five (5) years, GHC shall pay Omnicare the remaining book value of said equipment and, in turn, GHC shall take ownership of said equipment.

3.3 If GHC or Omnicare shall commit a material breach of a material provision of this Master Agreement, and such material breach shall continue for a period of thirty (30) days after written notice by the non-defaulting party to the other specifying the material breach in question and requesting that the material breach be cured, then this Agreement shall terminate, at the option of the non-defaulting party, on thirty (30) days further written notice to the other party, provided, however, that if the defaulting party has commenced cure within such thirty (30) day period, and diligently pursues such cure after the thirty (30) day period, then the right to give such thirty (30) day notice of termination shall be suspended for the time necessary to effect such cure not to exceed one hundred and twenty (120) days following delivery of the
written notice of default by the non-defaulting party (the Additional Cure Period), provided, further, that the Additional Cure Period shall not be available with respect to monetary defaults by GHC.



---



3.4 The parties agree that a material breach which affects only one Facility or any individual Service Agreement shall not be considered a breach of this Master Agreement; such breach shall be governed by section 3.6 hereof.

3.5 Termination of this Master Agreement shall not affect the rights and obligations of the parties arising out of any Services performed prior to the effective date of such termination.

3.6 If GHC or Omnicare reasonably determines that there is a material breach of a material provision of this Agreement which affects only one Facility or of an individual Service Agreement, and such material breach continues for a period of thirty (30) days after written notice by the non-defaulting party specifying the material breach in question and requesting that the material breach be cured, then the individual Service Agreement with respect to such Facility only (a Terminating Facility) will terminate, at the option of the non-defaulting party, upon thirty (30) days further written notice to the other party; provided, however, that if the defaulting party has commenced cure within such thirty (30) day period, and diligently pursues such cure after the thirty (30) day period, then the right to give such thirty (30) day notice of termination shall be suspended
for the time necessary to effect such cure not to exceed the one hundred and twenty (120) day Additional Cure Period; provided, that the Additional Cure Period shall not be available with respect to monetary defaults. If GHC terminates an individual Service Agreement pursuant to this provision, the Option to Service Other Facilities, as described herein, shall not apply to the Terminating Facility.

3.7
  Dispositionsby GHC.

3.7.1 Any sale, lease, assignment, delegation or transfer of all or any portion of GHCs or any Facilitys management, operations, facilities, assets or business to any other person, corporation or entity, including any management company, will not constitute grounds for the termination or modification of this Agreement or any Service Agreement by GHC or any Facility, except as specifically provided in this section.

3.7.2 GHC may terminate this Agreement (a Disposition Termination) with respect to a Facility, and the corresponding Service Agreement, upon 90 days prior written notice to Omnicare, in connection with (i) a sale, divestiture or other disposition (including lease termination or expiration) of the Facility to a third party which is not then an Affiliate of GHC; or (ii) the closure of cessation of operations of the Facility, provided, however that GHC has first used its best efforts to persuade the buyer or successor operator of such Facility, if any, to assume the applicable Service Agreement, subject to the limitations in the following sentence. Anything to the contrary in this Agreement notwithstanding, the Disposition Termination right described in this section 3.7.2 shall be limited to a maximum of 5 five Facilities in the first Contract Year, an aggregate of 10
Facilities through the second Contract Year, an aggregate of 20 Facilities through the third Contract Year, and a maximum of 30 Facilities over the Initial Term. Section 3.7.1 and Section 5 of this Agreement shall apply beyond such limits.

3.7.3 The assignment of a Service Agreement by GHC may be permitted by section 13 (Assignment), and if GHC validly assigns a Service Agreement in accordance with section 13, such assignment shall not be considered a Disposition Termination.



---



4.
  Option to Service Other Facilities.

4.1 GHC agrees to promptly (in advance if possible, but no later than thirty (30) days following consummation of the change) notify Omnicare of any actual or proposed additions to the list of Facilities it operates. The initial list of Facilities is attached as Exhibit B.

4.2 Omnicare shall have the option, during the term of this Agreement or any renewal thereof, to provide Services to any Facility operated by GHC to which Omnicare is not then currently providing Services and to which Omnicare is capable of providing Services. Omnicare, at its discretion, may notify GHC in writing; (a) that it has or will have the capability to provide Services to a Facility; and (b) the date upon which Omnicare desires to commence providing Services to such Facility, which shall not be earlier than sixty (60) days after such notice. GHC agrees that, at the expiration of the agreement for Services then in effect at such Facility, or at such time as the Facility can terminate the existing agreement for Services with no penalty or liability, such Facility shall enter into a Service Agreement with Omnicare.

4.3 In connection with any Facility proposed to be added to the Facilities operated by GHC (i.e. through acquisition, lease or start-up), to which Omnicare does not provide Services, GHC shall use reasonable commercial efforts to avoid entering into, assuming, renewing or extending terms of an agreement for Services such that GHC would be unable to accommodate an exercise by Omnicare of its Option to Service such Facility, and specifically GHC shall not directly enter into any agreement for Services for an initial term of longer than one (1) year and following such initial term, which does not provide GHC with the right to terminate such agreement, without cause, at any time, in ninety (90) days or less.

5.Liquidated Damages. If this Agreement or any Service Agreement is terminated by Omnicare due to a material breach by GHC, or by GHC other than in accordance with its terms, prior to the expiration of its term, or if GHC fails to comply with section 4 with respect to facilities which become Facilities, then Omnicare will be entitled to recover immediately from GHC as liquidated damages, and not as a penalty, an amount equal to the remaining book value (based upon a 5 year life) of any piece of equipment subject to any Service Agreement per Facility (or all of them) plus $75.00 per bed per month ($10.00 per oxygen concentrator per month) for the lesser of:  (i) the remainder of the equipments life (as defined above) and (ii) the remaining term of the agreement and, in either case, GHC shall
take ownership of said equipment. Both parties acknowledge and agree that the damages which Omnicare would suffer upon the termination of this Agreement or a Service Agreement would be difficult to calculate, and that the liquidated damages set forth herein represent the parties reasonable estimate of the actual damages that would be incurred by Omnicare in the event of any such termination. The liquidated damages payable under this subparagraph shall be in addition to amounts payable under this Agreement or any Service Agreement for goods sold, services rendered and other claims and charges attributable to the period prior to the effective date of the termination.

6.Independent Contractor. In performing the Services hereunder, the parties acknowledge and agree that Omnicare is acting as an independent contractor and not as the agent, partner or employee of GHC. This Agreement shall not create a joint venture, partnership or other joint business relationship. As an independent contractor, Omnicare is not exclusively limited to performing services for GHC and is entitled to provide services for parties other than GHC.



---



7.
  Insurance. At all times during the term of this Master Agreement, GHC
  and Omnicare agree to maintain in full force and effect professional and general
  liability insurance in amounts that are customary in their respective industries.

8.
  Indemnification.

8.1 GHC shall indemnify and hold harmless Omnicare from and against any and all claims, penalties, demands, causes of actions, damages, losses, liabilities, costs, expenses, includingreasonableattorneys fees, in law or in equity, of any kind or nature whatsoever, arising out of or in any manner directly or indirectly related to the acts or omissions of GHC in connection with this Master Agreement.

8.2 Omnicare shall indemnify and hold harmless GHC from and against any and all claims, penalties, demands, causes of actions, damages, losses, liabilities, costs, expenses, including reasonable attorneys fees, in law or in equity, of any kind or nature whatsoever, arising out of or in any manner directly or indirectly related to the acts or omissions of Omnicare in connection with this Master Agreement.

8.3 The provisions of Sections 8.1 and 8.2 shall survive termination of this Master Agreement.

9.Proprietary Items. It is expressly understood that the systems (electronic or manual), methods, procedures and written materials (not including all or any portion of information which (i) becomes generally available to the public other than as a result of a disclosure by the recipient, or (ii) was or becomes rightfully available to the recipient on a non-confidential basis from a source other than the owner; provided, that such source is not prohibited from disclosing such information to the recipient by a contractual, legal or fiduciary obligation to owner, collectively, Confidential Information) employed by either GHC or Omnicare are proprietary in nature and shall remain the property of GHC or Omnicare, as the case may be. GHC and Omnicare agree not to utilize, distribute, copy,
disclose to any third party or otherwise employ or acquire Confidential Information of the other party, unless prior written approval is obtained from the party owning the information, except in the performance of such partys obligations under this Master Agreement or otherwise required by law. This provision shall survive termination of this Master Agreement.

10.Exclusivity. Omnicare will be the sole and exclusive provider of Services to the residents at the Facilities for which Omnicare has exercised its option to service during the term of this Master Agreement, except in cases where an individual resident (either directly or by election of the residents responsible party or third party payor) has chosen to purchase particular Services from another provider, unless otherwise required by law or permitted by this Agreement, or as required by a third party payor with respect to residents of a Facility covered by such payor (after Facility has used its best efforts to cause such provider to utilize Omnicare). Notwithstanding the foregoing, Omnicare may notify GHC that it is unable to provide certain Services to a Facility or Facilities, in which case
GHC or the Facility, as the case may be, for so long as Omnicare cannot provide such Services, may obtain the Services from an alternative provider.



---



11.Notices. Any notice, request, demand, consent, approval or other communication required or permitted under this Master Agreement shall be in writing and shall be deemed to have been given (i) upon actual delivery, if delivery is by hand, or (ii) upon receipt if delivery is by telecopier, or (iii) the first business day following delivery to any nationally recognized overnight delivery service, or (iv) five (5) days after it is deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested. Each such notice shall be sent to the respective parties at the addresses indicated below:



If
          to Omnicare:
      
      Omnicare1600 RiverCenter II100 RiverCenter BoulevardCovington, KY 41011Attention: Law DepartmentIf
          to GHC:
      
      Genesis
          HealthCare Corporation101 East State StreetKennett Square, PA 19348Attention: Chief Executive OfficerAttention: Law Department


Any party may change its address for purposes of the Section by giving the other parties ten (10) days prior written notice in accordance with this section.

12.Access to Books and Records. Pursuant to Section 1395X(v)(1)(1) of Title 42 of the United States Code and applicable rules and regulations thereunder, until the expiration of four (4) years after the termination of this Master Agreement, Omnicare shall make available, upon appropriate written request by the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United States General Accounting Office, or the applicable state agencies or departments, or any of their duly authorized representatives a copy of this Master Agreement and such books, documents and records as are necessary to certify the nature and extent of the costs of the services provided by Omnicare under this Master Agreement. Omnicare further agrees that in the event it carries out
any of its duties under this Master Agreement through a subcontract with a value or cost of Ten Thousand Dollars ($10,000) or more over a 12 month period, such subcontract shall contain a clause identical to that contained in the first sentence of this Section.

13.
  Assignment; Binding Effect; Subcontracting.

13.1 Neither Omnicare nor GHC may assign this Agreement to any other person or entity without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Omnicare may assign this Agreement upon prior written notice to GHC but without GHCs consent if the proposed assignee is a Qualified Provider, defined as a provider which provides service and/or quality levels at least comparable to those currently provided by Omnicare.



---



13.2 Neither Omnicare nor GHC may assign any Service Agreement to any other person or entity without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that:  (a) Omnicare or GHC may assign this Master Agreement or any Service Agreement to an Affiliate of Omnicare or GHC, as the case may be; (b) Omnicare may assign any Service Agreement to a joint venture of which Omnicare is a part; without the consent of, but upon prior written notice to, GHC; and (c) Omnicare may assign any Service Agreement upon prior written notice to GHC but without GHCs consent if the proposed assignee is a Qualified Provider.

13.3 Omnicare may not subcontract any of its duties or obligations under this Agreement or any Service Agreement without the prior written consent of GHC, which consent shall not be unreasonably withheld, conditioned or delayed provided, however, that Omnicare may subcontract with an Affiliate of Omnicare, a joint venture of which Omnicare is a part, or a Qualified Provider, without the consent of, but upon prior written notice to, GHC.

13.4 Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

14.
  Amendmentsand Waivers.
  This Agreement may be amended, modified or varied only by agreement in writing,
  duly executed by the party against whom enforcement of any amendment, waiver,
  change, modification, consent or discharge is sought. The waiver of any breach
  of any term or condition of this Master Agreement shall not be deemed to constitute
  the continuing waiver of the same or any other term or condition.

15.Governing Law. This Agreement will be deemed to have been made in and its validity and interpretation shall be governed by and construed under the laws of the State of Delaware, without regard to the conflict-of-law rules of Delaware or any other state.

16.
  Jurisdiction. Any and all disputes arising under or related to the Agreement
  shall be subject exclusively to the jurisdiction of the appropriate state or
  federal court in the State of Delaware.

17.Headings. The captions herein have been inserted solely for convenience of reference and shall not constitute a part of this Master Agreement, nor shall they affect the meaning, construction or effect of this Master Agreement.

18.Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and undertakings between the parties with respect to the subject matter of this Master Agreement and supersedes all prior understandings, agreements or arrangements between them, including directly between a Facility and Omnicare with respect to the subject matter of this Master Agreement.

19.Severability. If any provision of this Master Agreement or the application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Master Agreement, and the application of such provision to persons or situations other than those to which it shall have been held invalid or unenforceable, shall not be affected thereby, but shall continue valid and enforceable to the fullest extent permitted by law.



---



20.
  Counterparts. This Agreement may be executed in two or more counterparts
  each of which will be deemed an original, but together will constitute one and
  the same instrument.

21.Program Representations. GHC and Omnicare hereby represent, warrant and covenant to each other that as of the date of this Agreement, and for the entire term and any renewal hereof, with respect to any federal health care program as defined in section 1128B of the Social Security Act (42 U.S.C. 1320a-7b(f)) or any State health care program as defined in section 1128B of the Social Security Act (42 U.S.C. 1320a 7b(h)) (collectively, the Programs):  neither (a) the representing party; (b) any individual with a direct or indirect ownership or control interest of five percent (5%) or more of the representing party; nor (c) any director, officer, agent or employee of the representing party; has ever been debarred, suspended or excluded from any Program. Each party covenants to immediately
notify the other in writing if this representation is no longer true.

22.Change in Law / Terminology.

22.1 Notwithstanding anything to the contrary contained in this Master Agreement, in the event that any applicable law or regulation, or any interpretation thereof, at any time, is modified, implemented or determined to prohibit or restrict in any way the terms of this Master Agreement, then Omnicare and GHC agree to negotiate in good faith to amend this Master Agreement and each Service Agreement in a manner consistent with such change and the intent of the parties. If the parties cannot agree on appropriate amendments to this Master Agreement in accordance with this Section 22, the parties agree to submit the matter to dispute resolution in accordance with Section 23 hereof.

22.2 If average wholesale price, or other descriptors of pricing in this Agreement or any Service Agreement are no longer reasonably commercially available to be utilized to determine pharmacy pricing, the parties shall promptly re-negotiate the specific pricing applicable to the Services, to a substantially equivalent amount.

22.3 If the parties cannot agree on appropriate amendments to this Master Agreement in accordance with this Section 22, the parties agree to submit the matter to dispute resolution in accordance with Section 23 hereof.

23.
  DisputeResolution and Arbitration.

23.1Agreement to Arbitrate. The procedures set forth in this Section 23 shall apply to all disputes, controversies or claims (whether sounding in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with, this Agreement or the commercial or economic relationship of the parties relating hereto or thereto. Each party agrees that the procedures set forth in this Section 23 shall be the sole and exclusive remedy in connection with any dispute, controversy or claim relating to any of the foregoing matters and irrevocably waives any right to commence any Action (as defined below) in or before any Governmental Authority (as defined below), except as expressly provided in Section 23.11(c) and except to the extent provided under the Arbitration Act (as defined
below) in the case of judicial review of arbitration results or awards. Each party irrevocably waives any right to any trial by jury with respect to any claim, controversy or dispute set forth in the first sentence of this Section 23.1. For the purposes of this Section 23, Action means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal; Governmental Authority means any U.S. federal, state or local court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority; and Arbitration Act means the United States Arbitration Act, 9 U.S.C. Sections 1-14, as the same may be amended from time to time.



---



23.2Efforts to Resolve Disputes; Mediation. It is the intent of the parties to use all reasonable efforts to negotiate and resolve expeditiously any dispute, controversy or claim between or among them that may arise from time to time on a mutually acceptable negotiated basis. The parties may, by mutual consent, retain a mediator to aid in any attempt to informally negotiate resolution of any dispute, although any opinion expressed by a mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed by the mediator be admissible in any arbitration proceedings. Costs of mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for
arbitration under Section 23.3.

23.3Demand for Arbitration. At any time before the Applicable Deadline (as defined below), any party involved in the dispute, controversy or claim may make a written demand (the Arbitration Demand Notice) that the dispute be resolved by binding arbitration. Any Arbitration Demand Notice must be asserted within one year after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the Applicable Deadline). Any discussions, negotiations or mediations between the parties pursuant to this Agreement or
otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees that if an Arbitration Demand Notice with respect to a dispute, controversy or claim is not given prior to the expiration of the Applicable Deadline, such dispute, controversy or claim will be barred. Subject to Sections 23.11(c), upon delivery of an Arbitration Demand Notice prior to the Applicable Deadline, the dispute, controversy or claim shall be decided by an Arbitration Panel in accordance with the rules set forth in this Section 23.

23.4Arbitration Panel. When an Arbitration Demand Notice is given, the parties involved in the dispute, controversy or claim shall attempt to select a sole arbitrator satisfactory to all such parties. In the event the parties are not able jointly to select a sole arbitrator, such parties shall each appoint an arbitrator within 30 days after delivery of the Arbitration Demand Notice. In the event that a sole arbitrator is not selected, the two chosen arbitrators, within 30 days after the appointment of the later of them to be appointed, will in turn choose a third arbitrator, and the three arbitrators thus chosen will constitute the arbitration panel.

23.5Commencement and Place of Arbitration. The sole arbitrator or arbitration panel (as applicable, the Arbitration Panel) will meet within 30 days of the last appointment to commence the arbitration, which period may be extended upon the agreement of the arbitrators. The Arbitration Panel will set a time for the hearing of the matter which will commence no later than 90 days after the date of the last appointment. The place of any arbitration hereunder will be as agreed upon by the parties, or, if the parties are unable to agree, as set by the Arbitration.



---



23.6Arbitration Hearings. The matter shall be presented to the arbitrator at a hearing by means of written submissions of memoranda and verified witness statements, filed simultaneously, and responses, if necessary in the judgment of the arbitrator or both the parties. If the Arbitration Panel deems it to be appropriate for a fair resolution of the dispute, live cross-examination or direct examination may be permitted. The Arbitration Panel shall actively manage the arbitration with a view to achieving a just, speedy and cost-effective resolution of the dispute, claim or controversy. The arbitration hearing will be no longer than 30 full hearing days, unless in the judgment of the Arbitration Panel the matter is complex and sophisticated and thereby requires a longer time. The Arbitration Panel may
set time and other limits on the presentation of each partys case, its memoranda or other submissions, and may refuse to receive any proffered evidence, which the Arbitration Panel find to be cumulative, unnecessary, irrelevant or of low probative nature. Except as otherwise set forth herein, any arbitration hereunder will be conducted in accordance with the CPR Rules for Non-Administered Arbitration of Business Disputes then prevailing (except that the arbitration will not be conducted under the auspices of the CPR and the fee schedule of the CPR will not apply). To the extent that the provisions of this Agreement and the prevailing rules of the CPR conflict, the provisions of this Agreement shall govern.

23.7Arbitration Decision. The final decision of the Arbitration Panel will be rendered in writing to the parties not later than 60 days after the last hearing date, unless otherwise agreed by the parties in writing. The decision of the Arbitration Panel will be final and binding on the parties, and judgment thereon may be had and will be enforceable in any court having jurisdiction over the parties. Arbitration awards will bear interest at an annual rate of the Prime Rate plus 2% per annum.

23.8Discovery and Related Matters. Any party involved in the applicable dispute may request limited document production from the other party or parties of specific and expressly relevant documents. Any such discovery shall be conducted expeditiously, and it is intended that discovery shall be limited as compared to the provisions of the Federal Rules of Civil Procedure. Depositions shall not occur except by consent of the parties or by order of the Arbitration Panel. Disputes concerning the document production or other discovery will be determined by written agreement of the parties involved in the applicable dispute or, failing such agreement, will be referred to the Arbitration Panel for resolution. All discovery requests will be subject to the proprietary rights and rights of privilege of the
parties, and the Arbitration Panel will adopt procedures to protect such rights and to maintain the confidential treatment of the arbitration proceedings (except as may be required by Applicable Law (as defined below)). Subject to the foregoing, the Arbitration Panel shall have the power to issue subpoenas to compel the production of documents relevant to the dispute, controversy or claim. For the purposes of this Section 23, Applicable Law means any applicable federal, state, or local law, statute, common law, ordinance, directive, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, authorization, approval, consent, license, permit or requirement of, or agreement with, any Governmental Authority.



---



23.9Arbitration, Panels Authority.
  The Arbitration Panel shall have full power and authority to determine issues
  of arbitrability and to interpret or construe the applicable provisions of this
  Agreement and to fashion appropriate remedies for breaches of this Agreement
  (including interim or permanent injunctive relief); provided that the Arbitration
  Panel shall not have any right or authority (i) in excess of the authority a
  court having jurisdiction over the parties and the controversy or dispute would
  have absent these arbitration provisions or (ii) to modify the terms of this
  Agreement. It is the intention of the parties that in rendering a decision the
  Arbitration Panel give effect to the applicable provisions of this Agreement
  and follow Applicable Law (it being understood and agreed that this sentence
  shall not give rise to a right of judicial review of the arbitrators award).

23.10Confidentiality. Except as required by Applicable Law, the parties agree that the existence and contents of the entire arbitration, including the award, shall be deemed a compromise of a dispute under Rule 408 of the Federal Rules of Evidence, shall not be discoverable in any proceeding, shall not be admissible in any court (except for the enforcement thereof) or arbitration and shall not bind or collaterally estop either party with respect to any claim or defense asserted by any third party. Except as required by Applicable Law, the parties shall hold, and shall cause their respective officers, directors, employees, agents and other representatives to hold, the existence, content and result of the arbitration or any mediation in confidence in accordance with this Agreement or any Service
Agreement, and except as may be required in order to enforce any award. Each of the parties shall request that any mediator or arbitrator comply with such confidentiality requirement.

23.11Certain Additional Matters. (a) If a party fails or refuses to appear at and participate in an arbitration hearing after due notice, the arbitrator may hear and determine the controversy upon evidence produced by the appearing party.

(b) Arbitration costs will be borne equally by each party involved in the matter, except that each party will be responsible for its own attorneys fees and other costs and expenses, including the costs of witnesses selected by such party.

(c) Prior to the time at which the Arbitration Panel are appointed, any party may seek one or more temporary restraining orders in a court of competent jurisdiction if necessary in order to preserve and protect the status quo. Neither the request for, or grant or denial of, any such temporary restraining order shall be deemed a waiver of the obligation to arbitrate as set forth herein and the Arbitration Panel may dissolve, continue or modify any such order.

(d) In the event that at any time any member of the Arbitration Panel shall fail to serve as an arbitrator for any reason, the appropriate party or the two party-selected arbitrators, as the case may be, shall select a new arbitrator, in accordance with the procedures set forth in Section 23.4. The extent, if any, to which testimony previously given shall be repeated or may be relied upon based on the stenographic record (if there is one), shall be determined by the replacement arbitrator.

23.12Continuity of Performance and Remaining Obligations. Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement during the course of dispute resolution pursuant to the provisions of this Section 23 with respect to all matters not subject to such dispute, controversy or claim.



---



23.13Law Governing Arbitration Procedures. The interpretation of the provisions of this Section 23, only insofar as they relate to the agreement to arbitrate and any procedures pursuant thereto, shall be governed by the Arbitration Act and other applicable federal law. In all other respects, the interpretation of this Agreement shall be governed as set forth in Section 16 (Governing Law).

24.HIPAA.

24.1Privacy Rule Compliance. Omnicare, to the extent it is deemed a Business Associate of GHC or any Facility under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), agrees to comply with all applicable provisions of HIPAA, including the privacy provisions, as such are implemented and revised from time to time. Omnicare further agrees that it will:  (i) not use or disclose Protected Health Information (PHI) obtained or accessible by it as a result of its performance under the Agreement other than as permitted or required by this Agreement or by law; (ii) use appropriate safeguards to prevent use of disclosure of such PHI except as permitted by the Agreement; (iii) mitigate, to the extent practicable, any harmful
effect known to Omnicare of a use or disclosure of PHI by Omnicare in violation of the requirements of this Agreement; (iv) report to GHC as the Covered Entity under HIPAA any use or disclosure of PHI not provided for in the Agreement of which it becomes aware; (v) ensure that any agents, including subcontractors, to whom it provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to Business Associate with respect to such PHI; (vi) make available PHI to the individual who has a right of access under State and/or Federal law or regulation; (vii) make available PHI for amendment and incorporate any amendments to PHI; (viii) make available the information required to provide an accounting of disclosures; and (ix) make its internal practices, books and records relating to the use and disclosure of PHI received or obtained from GHC, or created or received by Omnicare available to the Secretary of the Department of Health and Human
Services for determining Omnicares compliance with Federal regulations.

24.2Transaction and Security Regulations Compliance. To the extent the Agreement involves the exchange of information using Electronic Media in a transaction, GHC and Omnicare agree to comply with the requirements contained in 45 CFR Part 1, Section 162.915, as amended from time to time. Upon the effective date and for so long as PHI is transmitted between the parties using Electronic Media, Omnicare shall protect the integrity, privacy and availability of such PHI by implementing appropriate and commercially reasonable administrative procedures, physical safeguards, technical security services and technical security mechanisms with respect to Omnicares facilities, software and systems, all as required by, and more specifically set forth in, the Federal Transaction Regulations and the Federal
Security Regulations.

24.3HIPAA Termination Right. In the event that Omnicare materially breaches any of the provisions of this section 24, or declines to implement any changes that are required or reasonably requested to ensure material compliance with HIPAA and related laws and regulations, GHC may terminate the Agreement upon written notice to Omnicare in accordance with the notice and cure provisions of section 3.3 or 3.6 above, as appropriate.



---



24.4Effect of Termination. Upon termination of the Agreement for any reason, Omnicare, if feasible, will return or destroy all PHI received from, or created or received by Omnicare on behalf of GHC that Omnicare still maintains in any form and retain no copies of such information or, if such return or destruction is not feasible, shall notify GHC of the condition that makes the return or destruction of PHI not feasible and shall extend the protections of this Agreement to the PHI and limit further uses and disclosures to those purposes that make the return or destruction of the PHI infeasible for so long as Omnicare maintains such PHI. The provisions of this provision shall survive the expiration or termination of the Agreement.

25.Wisconsin Facilities. GHC operates, directly or indirectly, 2 facilities in the state of Wisconsin, described in an addendum to Exhibit B hereof (the Wisconsin Facilities), which GHC intends to sell or close by March 31, 2004. The parties acknowledge that:  (a) the termination of the Service Agreements at the Wisconsin Facilities shall not count toward the limitation on dispositions described in section 3.9 hereof, and the liquidated damages described in section 5 hereof shall not apply, except to the extent that GHC terminates the Service Agreements at the Wisconsin Facilities and engages a replacement provider of Services.



---



IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly executed this Master Agreement as of the day and year first written above.



Omnicare,
          Inc.By:
      /s/
          Pat KeefeName: Pat KeefeTitle:
          Executive VP




Genesis
          HealthCare CorporationBy:
      /s/
          George V. Hager, Jr.Name: George V. Hager, Jr.Title: CEO




---



EXHIBIT A

SERVICE AGREEMENT



---



Exhibit B

Facilities

|Center Name                                  | Address                                                     | Licensee                                                     
|-------------------------------------------- | ----------------------------------------------------------- | -------------------------------------------------------------
|Abington Manor                               | 100 Edella Road,  Clarks Summit, PA 18411                   | Edella Street Associates                                     
|Academy Manor                                | 89 Morton Street,  Andover, MA 01810                        | Academy Nursing Homes Inc.                                   
|Ansted Center                                | 106 Tyree Street, P.O. Drawer 400, Ansted, WV 25812-9800    | Genesis Health Ventures of West Virginia, Limited Partnership
|Apple Valley Center                          | 400 Groton Road,  Ayer, MA 01432                            | The Apple Valley Limited Partnership                         
|Arbor Glen Center                            | Pompton Avenue & East Lindsley Road,  Cedar Grove, NJ 07009 | Pompton Care, LLC                                            
|Atrium Village                               | 4730 Atrium Court,  Owings Mills, MD 21117                  | Genesis Atrium Limited Liability Company                     
|Bel-Aire Center                              | 35 Bel-Aire Drive,  Newport, VT 05855                       | Providence Health Care, Inc.                                 
|The Belvedere Center, Genesis HealthCare     | 2507 Chestnut Street,  Chester, PA 19013                    | Genesis Eldercare Centers-Belvedere, Inc.                    
|Berkshire Center                             | 5501 Perkiomen Avenue,  Reading, PA 19606                   | Berks Nursing Homes, Inc.                                    
|Berkshire Commons, Genesis ElderCare Network | 5485 Perkiomen Avenue,  Reading, PA 19606                   | Assisted Living Association of Berkshire Inc.                
|Brakeley Park Center                         | 290 Red School Lane,  Phillipsburg, NJ 08865                | Northwest Total Care Center Associates, L.P.                 
|Brandywine Hall                              | 800 West Miner Street,  West Chester, PA 19382              | Geriatric and Medical Services, Inc.                         
|Brightwood Center                            | 515 Brightfield Road,  Lutherville, MD 21093                | Greenspring Meridian Limited Partnership                     
|Brightwood Center  WV                       | 840 Lee Road,  Follansbee, WV 26037                         | Brightwood Property, Inc.                                    
|Brinton Manor                                | 549 Baltimore Pike,  Glen Mills, PA 19342                   | Brinton Manor, Inc.                                          
|Burlington Woods                             | 115 Sunset Road,  Burlington, NJ 08016                      | Burlington Woods Convalescent Center, Inc.                   
|Canterbury Center                            | 80 Maddex Drive,  Shepherdstown, WV 25443                   | Canterbury of Shepherdstown, Limited Partnership             
|Care Haven Center                            | 2720 Charles Town Road,  Martinsburg, WV 25405              | Berkeley Haven Limited Partnership                           
|Catonsville Commons                          | 16 Fusting Avenue,  Baltimore, MD 21228                     | Meridian Health, Inc.                                        
|Cedar Ridge Center                           | 302 Cedar Ridge Road,  Sissonville, WV 25320                | Glenmark Associates, Inc.                                    

---



|Chapel Manor                               | 1104 Welsh Road,  Philadelphia, PA 19115                 | Genesis Eldercare Centers-Chapel Manor Inc.                          
|------------------------------------------ | -------------------------------------------------------- | ---------------------------------------------------------------------
|Chesapeake Woods Center                    | 525 Glenburn Avenue,  Cambridge, MD 21613                | Meridian Healthcare, Inc.                                            
|Cinnaminson Center                         | 1700 Wynwood Drive,  Cinnaminson, NJ 08077               | Roephel Convalescent Center, LP                                      
|Coolidge House                             | 30 Webster Street,  Brookline, MA 02446                  | ADS/Multicare, Inc.                                                  
|Cooper River West                          | 5101 North Park Drive,  Pennsauken, NJ 08109             | Geriatric and Medical Service, Inc.                                  
|Corsica Hills Center                       | 205 Armstrong Avenue, P.O. Box 50, Centreville, MD 21617 | Meridian Health, Inc.                                                
|Country Village Center, Genesis HealthCare | 91 Country Village Road, Box 441, Lancaster, NH 03584    | McKerley Health Care Centers, Inc.                                   
|Courtyard Nursing Care Center              | 200 Governors Avenue,  Medford, MA 02155                 | Courtyard Nursing Care Center Partnership                            
|Cranbury Center                            | 292 Applegarth Road,  Monroe Township, NJ 08831          | Health Resources of Cranbury, LLC                                    
|Crestview Center                           | 262 Toll Gate Road,  Langhorne, PA 19047-1377            | Crestview North, Inc.                                                
|Cromwell Center                            | 8710 Emge Road,  Baltimore, MD 21234                     | Meridian Valley Limited Partnership                                  
|Dawn View Center                           | Diane Drive, P.O. Box 686, Fort Ashby, WV 26719          | Dawn View Manor, Inc.                                                
|Fairview Care Center of Bethlehem Pike     | 184 Bethlehem Pike,  Philadelphia, PA 19118              | Geriatric and Medical Services Inc.                                  
|Fairview Care Center of Paper Mill Road    | 850 Paper Mill Road,  Glenside, PA 19038                 | Geriatric & Medical Services, Inc.                                   
|Fox Hill Center                            | 22 South Street,  Rockville, CT 06066                    | Health Resources of Rockville, Inc.                                  
|Frank.lin Woods Center                     | 9200 Franklin Square Drive, Baltimore, MD 21237          | Franklin Square/Meridian Health Care Nursing Home Limited Partnership
|Garden Spring Center                       | 1113 North Easton Road,  Willow Grove, PA 19090          | Healthcare Resources Corp.                                           
|Glendale Center                            | 4 Hazel Avenue,  Naugatuck, CT 06770-0150                | Genesis Health Ventures of Naugatuck, Inc.                           
|Grand Islander Center                      | 333 Green End Avenue,  Middletown, RI 02842              | Health Resources of Middletown (RI), Inc.                            
|Grandview Center                           | 100 Chambers Street,  Cumberland, RI 02864               | Health Resources of Cumberland, Inc.                                 
|Granite Ledges of Concord                  | 151 Langley Parkway,  Concord, NH 03301                  | Capital Region/Genesis ElderCare L. L. C.                            
|Groton Regency Center                      | 1145 Poquonnock Road,  Groton, CT 06340                  | Health Resources of Groton, Inc.                                     
|Hamilton Arms Center                       | 336 South West End Avenue,  Lancaster, PA 17603-5043     | Geriatric & Medical Services, Inc.                                   

---



|Hammonds Lane Center                   | 613 Hammonds Lane,  Brooklyn Park, MD 21225       | Meridian Health, Inc.                             
|-------------------------------------- | ------------------------------------------------- | --------------------------------------------------
|Harrington Court                       | 59 Harrington Court,  Colchester, CT 06415        | Health Resources of Colchester, Inc.              
|Harris Hill Center, Genesis HealthCare | 20 Maitland Street,  Concord, NH 03301            | McKerley Health Care Centers, Inc.                
|Harston Hall                           | 350 Haws Lane,  Flourtown, PA 19031               | Genesis Eldercare Centers-Harston, Inc.           
|Heritage at Danvers                    | 9 Summer Street,  Danvers, MA 01923               | Heritage at Danvers, LLC                          
|Heritage at Dartmouth                  | 239 Cross Road,  North Dartmouth, MA 02747        | Dartmouth Assisted Living, LLC                    
|Heritage at Dover                      | 1203 Walker Road,  Dover, DE 19904                | Dover ALF Limited Liability Company               
|Heritage at Milford                    | 500 South Dupont Boulevard,  Milford, DE 19963    | Milford ALF, Limited Liability Company            
|Heritage Center                        | 7232 German Hill Road,  Dundalk, MD 21222         | Meridian Health, Inc.                             
|Heritage Center                        | 101 13th Street,  Huntington, WV 25708            | HRWV of Huntington, Inc.                          
|Heritage Hall East                     | 464 Main Street,  Agawam, MA 01001                | Genesis Health Ventures of Massachusetts Inc.     
|Heritage Hall North                    | 55 Cooper Street,  Agawam, MA 01001               | Genesis Health Ventures of Massachusetts, Inc.    
|Heritage Hall South                    | 65 Cooper Street,  Agawam, MA 01001               | Genesis Health Ventures of Massachusetts Inc.     
|Heritage Hall West                     | 61 Cooper Street,  Agawam, MA 01001-0325          | Genesis Health Ventures of Massachusetts, Inc.    
|Heritage Manor                         | 841 Merrimack Street,  Lowell, MA 01854           | ASL, Inc.                                         
|Heritage Woods                         | 462 Main Street,  Agawam, MA 01001                | Genesis Health Ventures of Massachusetts Inc.     
|Highgate at Paoli Pointe               | 600 Paoli Pointe Drive,  Paoli, PA 19301          | Geriatric and Medical Services                    
|Hillcrest Center                       | 1245 Church Road,  Wyncote, PA 19095              | Crestview Convalescent Home, Inc.                 
|Hillside Center                        | 810 South Broom Street,  Wilmington, DE 19805     | Genesis Properties of Delaware Limited Partnership
|Hilltop Center                         | Saddle Shop Road, P.O. Box 125, Hilltop, WV 25855 | Hilltop Health Care Center, Inc.                  
|Holly Manor Center                     | 84 Cold Hill Road,  Mendham, NJ 07945             | Encare of Mendham, LLC                            
|Holton Point                           | 63 Country Village Road,  Lancaster, NH 03584     | McKerley Health Care Centers Inc.                 
|Homewood Center                        | 6000 Bellona Avenue,  Baltimore, MD 21212-2922    | Meridian Edgewood Limited Partnership             
|Hopkins Center                         | 8100 Washington Avenue,  Wyncote, PA 19095        | The Straus Group  Hopkins House, LP              

---



|Inglemoor Center                     | 333 Grand Avenue,  Englewood, NJ 07631                    | Health Resources of Englewood, LLC         
|------------------------------------ | --------------------------------------------------------- | -------------------------------------------
|Jersey Shore Center                  | 3 Industrial Way East,  Eatontown, NJ 07724               | Health Resources of Eatontown, LLC         
|Keene Center, Genesis HealthCare     | 677 Court Street,  Keene, NH 03431                        | McKerley Health Care Centers Inc.          
|Kent Regency Center                  | 660 Commonwealth Avenue,  Warwick, RI 02886               | Health Resources of Warwick, Inc.          
|Keystone Center                      | 44 Keystone Drive,  Leominster, MA 01453                  | Keystone Nursing Home, Inc.                
|Kimberly Hall North                  | One Emerson Drive,  Windsor, CT 06095                     | Genesis Health Ventures of Bloomfield, Inc.
|Kimberly Hall South                  | One Emerson Drive,  Windsor, CT 06095                     | Genesis Health Ventures of Bloomfield, Inc.
|Knollwood Manor                      | 899 Cecil Avenue South,  Millersville, MD 21108           | Knollwood Manor, Inc.                      
|Kresson View Center                  | 2601 Evesham Road,  Voorhees, NJ 08043                    | Geriatric and Medical Services, Inc.       
|La Plata Center                      | 1 Magnolia Drive,  La Plata, MD 20646                     | Meridian Healthcare, Inc.                  
|Laconia Center, Genesis HealthCare   | 175 Blueberry Lane,  Laconia, NH 03246                    | McKerley Health Care Centers, Inc.         
|Lafayette Center, Genesis HealthCare | 93 Main Street,  Franconia, NH 03580                      | McKerley Health Care Centers, Inc.         
|Laurel Center, Genesis HealthCare    | 480 Donald Street,  Bedford, NH 03110                     | McKerley Health Care Centers, Inc.         
|Laurel Center                        | 125 Holly Road,  Hamburg, PA 19526                        | Laurel Health Resources, Inc.              
|Laurel Ridge Center                  | 75 Hickle Street,  Uniontown, PA 15401                    | GMA Uniontown, Inc.                        
|Layhill Center                       | 3227 Bel Pre Road,  Silver Spring, MD 20906               | Meridian Healthcare, Inc.                  
|Lebanon Center, Genesis HealthCare   | 24 Old Etna Road,  Lebanon, NH 03766                      | McKerley Health Care Centers, Inc.         
|Lehigh Center                        | 1718 Spring Creek Road,  Macungie, PA 18062               | Lehigh Nursing Homes, Inc.                 
|Lehigh Commons                       | 1680 Spring Creek Road,  Macungie, PA 18062               | Assisted Living Association of Lehigh Inc. 
|Liberty Court                        | 1526 Lombard Street,  Philadelphia, PA 19146              | Geriatric and Medical Services Inc.        
|Loch Raven Center                    | 8720 Emge Road,  Baltimore, MD 21234                      | Meridian Valley View Limited Partnership   
|Logan Center                         | P.O. Box 540, Route 10, Three Mile Curve, Logan, WV 25601 | Glenmark Limited Liability Company         
|Long Green Center                    | 115 East Melrose Avenue,  Baltimore, MD 21212             | Meridian Health, Inc.                      
|Lopatcong Center                     | 390 Red School Lane,  Phillipsburg, NJ 08865              | Geriatric and Medical Services, Inc.       

---



|Madison Center                            | 625 State Highway 34,  Matawan, NJ 07747                               | Health Resources of Emery, LLC                    
|----------------------------------------- | ---------------------------------------------------------------------- | --------------------------------------------------
|Madison Rehabilitation and Nursing Center | 161 Bakersridge Road,  Morgantown, WV 26505                            | GMA Madison, Inc.                                 
|Magnolia Center                           | 8200 Good Luck Road,  Lanham, MD 20706                                 | Magnolia Gardens, Limited Liability Corporation   
|Maple Glen Center                         | 12-15 Saddle River Road,  Fair Lawn, NJ 07410                          | Health Resources of Fair Lawn, LLC                
|Marcella Center                           | 2305 Rancocas Road,  Burlington, NJ 08016                              | Health Resources of Marcella, Inc.                
|Mercerville Center                        | 2240 Whitehorse-Mercerville Road,  Mercerville, NJ 08619               | Breyut Convalescent Center, LLC                   
|Meriden Center                            | 845 Paddock Avenue,  Meriden, CT 06450                                 | Mabri Convalescent Center                         
|Mifflin Center                            | 500 East Philadelphia Avenue,  Shillington, PA 19607                   | Philadelphia Avenue Associates                    
|Mifflin Court                             | 450 East Philadelphia Avenue,  Shillington, PA 19607                   | Philadelphia Avenue Associates                    
|Miletree Center                           | 825 Summit Street,  Spencer, WV 25276                                  | Glenmark Associates, Inc.                         
|Milford Center                            | 700 Marvel Road,  Milford, DE 19963                                    | Genesis Properties of Delaware Limited Partnership
|Millville Center                          | 54 Sharp Street,  Millville, NJ 08332                                  | Millville Meridian, LP                            
|Morris Hills Center                       | 77 Madison Avenue,  Morristown, NJ 07960                               | Health Resources of Morristown, Inc.              
|Morrisville Center, Genesis HealthCare    | 72 Harrell Street,  Morrisville, VT 05661                              | McKerley Health Care Centers, Inc.                
|Mountain Ridge Center, Genesis HealthCare | 7 Baldwin Street,  Franklin, NH 03235                                  | McKerley Health Care Centers, Inc.                
|Mountain View Center, Genesis HealthCare  | 9 Haywood Avenue,  Rutland, VT 05701                                   | McKerley Health Care Centers, Inc.                
|Multi-Medical Center                      | 7700 York Road,  Towson, MD 21204                                      | Meridian Healthcare, Inc.                         
|North Cape Center                         | 700 Town Bank Road,  North Cape May, NJ 08204                          | North Cape Convalescent Center Associates, LP     
|Oak Ridge Center                          | 1000 Association Drive, North Gate Business Park, Charleston, WV 25311 | HR of Charleston, Inc.                            
|The Oaks                                  | 240 Barker Road,  Wyncote, PA 19095                                    | Wyncote Healthcare Corporation                    
|Orwigsburg Center                         | 1000 Orwigsburg Manor Drive,  Orwigsburg, PA 17961                     | Senior Living Ventures, Inc.                      
|Palm Manor                                | 40 Parkhurst Road,  Chelmsford, MA 01824                               | ADS Palm Chelmsford, Inc.                         
|Park Place Center                         | 2 Deer Park Drive,  Monmouth Junction, NJ 08852                        | Health Resources of South Brunswick, LLC          
|Pennsburg Manor                           | 530 Macoby Street,  Pennsburg, PA 18073                                | Genesis Eldercare Centers-Pennsburg, Inc.         
|Pennypack Center                          | 8015 Lawndale Street,  Philadelphia, PA 19111                          | Encare of Pennypack, Inc.                         

---



|Perring Parkway Center                             | 1801 Wentworth Road,  Baltimore, MD 21234             | Meridian Perring, Limited Partnership                               
|-------------------------------------------------- | ----------------------------------------------------- | --------------------------------------------------------------------
|Phillipsburg Center                                | 843 Wilbur Avenue,  Phillipsburg, NJ 08865            | Geriatric and Medical Services, Inc.                                
|The Pines, Genesis ElderCare Network               | 610 Dutchmans Lane,  Easton, MD 21601                | Meridian Health, Inc.                                               
|Pleasant View Center, Genesis HealthCare           | 239 Pleasant Street,  Concord, NH 03301               | McKerley Health Care Centers, Inc.                                  
|Pleasant View Retirement                           | 227 Pleasant Street,  Concord, NH 03301               | McKerley Health Care Centers                                        
|Pocahontas Center                                  | Stillwell Road, Route 1, Box 500, Marlinton, WV 24954 | Pocahontas Continuous Care Center, Inc.                             
|Potomac Center, Genesis ElderCare Network          | 1785 South Hayes Street,  Arlington, VA 22202         | Crystal City Nursing Center, Inc.                                   
|Prescott House                                     | 140 Prescott Street,  North Andover, MA 01845         | Prescott Nursing Home, Inc.                                         
|Quakertown Center                                  | 1020 South Main Street,  Quakertown, PA 18951         | The Straus Group  Quakertown Manor, Limited Partnership            
|Raleigh Center                                     | 1631 Ritter Drive, P.O. Box 741, Daniels, WV 25832    | Raleigh Manor, Limited Partnership                                  
|Ravenswood Village, Genesis ElderCare Network, LLC | 200 South Ritchie Avenue,  Ravenswood, WV 26164       | Glenmark Limited Liability Company                                  
|Ridgewood Center, Genesis HealthCare               | 25 Ridgewood Road,  Bedford, NH 03110-6511            | McKerley Health Care Centers, Inc.                                  
|Ridgewood Center                                   | 330 Franklin Turnpike,  Ridgewood, NJ 07450           | Health Resources of Ridgewood, LLC                                  
|Rittenhouse Pine Center                            | 1700 Pine Street,  Norristown, PA 19401               | Geriatric and Medical Services, Inc.                                
|Riverstreet Manor                                  | 440 North River Street,  Wilkes-Barre, PA 18702       | River Street Associates                                             
|Riverview Ridge                                    | 300 Courtright Street,  Wilkes-Barre, PA 18702        | Genesis Health Ventures of Wilkes-Barre, Inc                        
|Rose View Center                                   | 1201 Rural Avenue,  Williamsport, PA 17701            | Roseview Manor Inc.                                                 
|Rose View Court                                    | 1251 Rural Avenue,  Williamsport, PA 17701            | Rose View Manor Inc.                                                
|Rosewood Center                                    | 8 Rose Street,  Grafton, WV 26354                     | Rest Haven Nursing Home, Inc.                                       
|Salisbury Rehabilitation and Nursing Center        | 200 Civic Avenue,  Salisbury, MD 21804                | Peninsula Regional/Genesis ElderCare,  Limited Liability Corporation
|Salmon Brook Center                                | 72 Salmon Brook Drive,  Glastonbury, CT 06033         | Health Resources of Glastonbury, Inc.                               
|Sanatoga Center                                    | 225 Evergreen Road,  Pottstown, PA 19464              | DELM Nursing, Inc.                                                  

---



|Sanatoga Court                        | 227 Evergreen Road,  Pottstown, PA 19464                | Assisted Living Associate of Sanatoga, Inc                
|------------------------------------- | ------------------------------------------------------- | ----------------------------------------------------------
|Sarah Brayton Nursing Care Center     | 4901 North Main Street,  Fall River, MA 02720           | Sarah Brayton General Partnership                         
|Schuylkill Center                     | 1000 Schuylkill Manor Road,  Pottsville, PA 17901       | Schuylkill Nursing Homes, Inc.                            
|Seaford Center                        | 1100 Norman Eskridge Highway,  Seaford, DE 19973        | Genesis Properties of Delaware, Limited Partnership       
|Severna Park Center                   | 24 Truckhouse Road,  Severna Park, MD 21146             | Meridian Health, Inc.                                     
|Shenandoah Health Village Center      | 70 Prospect Avenue,  Charles Town, WV 25414             | Markglen, Inc.                                            
|Silver Lake Center                    | 1080 Silver Lake Boulevard,  Dover, DE 19904            | Dover Health Care Associates , Inc.                       
|Silver Stream Center                  | 905 Penllyn Pike, P.O. Box 397, Spring House, PA 19477  | Geriatric and Medical Services, Inc.                      
|Sistersville Center                   | 201 Wood Street,  Sistersville, WV 26175                | Sistersville Haven Limited Partnership                    
|Skyview Center                        | 35 Marc Drive,  Wallingford, CT 06492                   | Health Resources of Wallingford, Inc.                     
|Somerset Ridge Center                 | 455 Brayton Avenue,  Somerset, MA 02726                 | Somerset Ridge Limited Partnership                        
|Somerton Center                       | 650 Edison Avenue,  Philadelphia, PA 19116              | Geriatric and Medical Services, Inc.                      
|Southern Ocean Center                 | 1361 Route 72 West,  Manahawkin, NJ 08050               | Stafford Convalescent Center, Inc.                        
|Spa Creek Center                      | 35 Milkshake Lane,  Annapolis, MD 21403                 | Meridian Healthcare, Inc.                                 
|Summit Ridge Center                   | 20 Summit Street,  West Orange, NJ 07052                | Health Resources of West Orange, LLC                      
|Sutton Hill Center                    | 1801 Turnpike Street,  North Andover, MA 01845          | Nursing & Retirement Center of the Andovers, Inc.         
|Teays Valley Center                   | 590 North Poplar Fork Road,  Hurricane, WV 25526        | Teays Valley Haven Limited Partnership                    
|Troy Hills Center                     | 200 Reynolds Avenue,  Parsippany, NJ 07054              | S.T.B. Investors, LTD                                     
|Valley Center                         | 1000 Lincoln Drive,  South Charleston, WV 25309         | Glenmark Limited Liability Company, Inc.                  
|Voorhees Center                       | 3001 Evesham Road,  Voorhees, NJ 08043                  | Meridian Healthcare, Inc.                                 
|Wachusett Manor                       | 32 Hospital Hill Road,  Gardner, MA 01440               | Health Resources of Gardner, Inc.                         
|Waterview Center                      | 536 Ridge Road,  Cedar Grove, NJ 07009                  | Health Resources of Cedar Grove, Inc.                     
|Westfield Center                      | 1515 Lamberts Mill Road,  Westfield, NJ 07090           | Meridian Healthcare, Inc.                                 
|Westford House                        | 3 Park Drive,  Westford, MA 01886                       | Westford Nursing and Retirement Center Limited Partnership
|Westwood Center                       | Westwood Medical Park,  Bluefield, VA 24605             | Providence Health Care, Inc.                              
|White Sulphur Springs Center          | Route 92, P.O. Box 249, White Sulphur Springs, WV 24986 | Glenmark Limited Liability Company, Inc.                  
|Willow Manor                          | 30 Princeton Boulevard,  Lowell, MA 01851               | Willow Manor Nursing Home, Inc.                           
|Willow Ridge Center                   | 3485 Davisville Road,  Hatboro, PA 19040                | Montgomery Nursing Homes, Inc.                            
|Willowbrook Assisted Living Community | 150 Edella Road,  Clarks Summit, PA 18411               | Edella Street Associates                                  
|Willows Center                        | 723 Summers Street,  Parkersburg, WV 26101              | The House of Campbell, Inc.                               
|Woodmont Center                       | 11 Dairy Lane, P.O. Box 419, Fredericksburg, VA 22404   | Genesis Eldercare National Centers, Inc.                  
|Woodside Center                       | 9101 Second Avenue,  Silver Spring, MD 20910            | Meridian Healthcare, Inc.                                 
|Total Number of Beds                  |                                                         |                                                           

---



Ominicare
  Pricing Schedule A
  Effective Date  July 1, 2006

Facility Concentrator Rental Pricing

For emergency same day delivery there will be a $40.00 delivery charge. For overnight shipping of concentrators the cost of shipping will be added to the rental fee. Rental rates include annual preventive maintenance per manufacturer guidelines and repairs of equipment. Rates also include warehousing of equipment at Omnicare sites and delivery and pick-up of equipment at facilities.

Oxygen
          Concentrator


      $28.00 (per month)


Facility Pricing for Low Air Loss Mattress

For emergency same day delivery there will be a $40.00 delivery charge. Rental rates include annual preventive maintenance per manufacturer guidelines and repairs of equipment. Rates also include warehousing of equipment at Omnicare sites and delivery and pick-up of equipment at facilities.

Plexus
          Low Air Loss Mattress


      $9.50/day


(300 lbs. capacity)



---