Exhibit 10.35

                    THIRD AMENDMENT TO OMEGA NEW MASTER LEASE


     THIS THIRD AMENDMENT TO OMEGA NEW MASTER LEASE ("Third Amendment") is dated
as of March 31, 1999 and is entered into by OMEGA HEALTHCARE INVESTORS,  INC., a
Maryland corporation, having its principal office at 900 Victors Way, Suite 350,
Ann Arbor,  Michigan 48108,  ("Lessor"),  and the entities designated Lessees on
the signature page hereof (each a "Lessee and collectively, "Lessees").

                                    RECITALS

     A.   Lessor and  Lessees  are  parties to the Omega New Master  Lease dated
          effective as of December 31, 1998 (the "Omega New Master  Lease"),  as
          amended by the First  Amendment  to Omega New Master Lease dated as of
          February 1, 1999 (the "First  Amendment"),  and as further  amended by
          the Second Amendment to Omega New Master Lease dated as of February 2,
          1999 ( the "Second Amendment").

     B    The Omega New Master Lease,  as amended by the First Amendment and the
          Second Amendment, was entered into pursuant to the Plan, as defined in
          the First Amendment.

     C.   Section  7.2.3 of the Plan and  Section  8.3.1.7.1  of the  Omega  New
          Master  Lease limit the amount of debt  incurred by Lessees or any one
          or more of them to a lender or  lenders  that is secured by a security
          interest in  accounts  receivable.  Lessor and  Lessees  desire to set
          forth in writing certain  procedures for implementing the restrictions
          on accounts  receivable  borrowing  set forth in Section  7.2.3 of the
          Plan and Section 8.3.1.7.1 of the Omega New Master Lease.

     NOW,  THEREFORE,  in consideration of the foregoing,  and of other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, Lessor and Lessees agree as follows:

     1.  DEFINITIONS.  Capitalized  terms used and not otherwise  defined herein
have the  respective  meanings  given  them in the Omega New  Master  Lease.  In
addition, the following terms mean as follows:

          ACCOUNTANT:  Initially,  Arthur  Anderson & Company;  thereafter,  the
          accountant  employed by the parties to resolve any  differences  as to
          the Section 8.3.1.7.1 Limit as set forth in Section 5(b) hereof

          LESSEES' CERTIFICATE: The certificate to be delivered to Lessor by the
          Lessees each calendar quarter as set forth in Section 3 hereof.

          MAXIMUM  PERMITTED SECURED DEBT: The maximum permitted secured debt of
          Lessees determined as set forth in Section 6 hereof.

          OMEGA  NOTICE:  The notice to be given by Lessor to the Lessees as set
          forth in Section 4 hereof

          SECTION  8.3.1.7.1 LIMIT: The maximum Secured Debt permitted under the
          Plan and Section 8.3.1.7.1 of the Omega New Master Lease
<PAGE>

          SECURED  DEBT:  Any debt of one or more of the  Lessees  secured  by a
          security interest in accounts receivable.

          SECURED DEBT LENDER:  Any lender to which  Secured Debt is owed by one
          or more of the Lessees.

          TEN DAY PERIOD: The ten day period during which the Lessor and Lessees
          will attempt to resolve any  differences  as to the Section  8.3.1.7.1
          Limit as set forth in Section 5 hereof.

     2.  CALCULATION OF THE SECTION  8.3.1.7.1  LIMIT.  Lessor and Lessees agree
that the Section 8.3.1.7.1 Limit applicable during any calendar quarter shall be
the greater of (i) $2,000,000 or (ii) an amount  calculated by the following two
step process:

          STEP 1: The first step in  calculating  the  Section  8.3.1.7.1  Limit
          shall be to calculate the maximum  permitted debt service  ("MPDS") on
          Secured  Debt.  The  MPDS  shall be  calculated  using  the  following
          formula:

          MPDS = EBITDARM - LCFC + SDDS
                 --------
                   1.55

          The following  definitions  are  applicable to the foregoing  formula:

          EBITDARM means EBITDARM for the preceding four calendar quarters.


          LCFC means Lessees  Consolidated  Fixed Charges for the preceding four
          calendar  quarters,   provided,  however,  for  any  calculation  that
          includes any quarter  ending in the calendar year 1998,  the following
          assumptions shall be made:

          (i)  the Omega New Master Lease was effective as of January 1, 1998,

          (ii) that no payments were made in 1998 to  Brit-Texas  (as defined in
          Section  1.16  of the  Plan),  the  purpose  of  which  was  to  allow
          Brit-Texas  to pay  persons  who held  notes of  Brit-Texas  issued in
          connection  with the sale of certain of the Brit-Texas  Facilities (as
          defined in Section 1.17 of the Plan) to Brit-Texas, and

          (iii)  that no  payments  were  made in 1998  with  regard  to the NHI
          Secured Claims (as defined in Section 1.118 of the Plan).

          SDDS means  interest,  fees,  points and other  similar  charges  with
          respect  to  Secured  Debt  which  are  included  in the  LCFC for the
          preceding four calendar quarters.

          STEP 2: Divide MPDS by the Pro Forma Annual  Interest Rate (as defined
          below) on the Secured Debt.  The resulting  number will be the Section
          8.3.1.7.1 Limit.

          The Pro Forma Annual Interest Rate means the pro forma annual interest
          rate on the Secured  Debt.  For  purposes of  computing  the Pro Forma
          Annual Interest Rate, the following  assumptions will be made: (1) the

                                       2
<PAGE>

          entire Section  8.3.1.7.1  Limit will be outstanding for one year; (2)
          if the  interest  rate on the  Secured  Debt is tied to an index,  the
          index will remain  constant for the entire year (i.e., if the interest
          rate is one percent  over the prime  rate,  the prime rate will remain
          constant) and the Pro Forma Annual Interest Rate shall be based on the
          index rate in effect on the business  day  immediately  preceding  the
          date of the  Lessees'  Certificate);  and (3) fees,  points  and other
          similar  charges which will become due during the next one year period
          with  respect  to the  Secured  Debt  will be  treated  as  additional
          interest  and  included as such in  calculating  the Pro Forma  Annual
          Interest Rate.

          An example of the  calculation of the Section  8.3.1.7.1  Limit is set
          forth on Exhibit A.

     3.   LESSEES'  CERTIFICATE.  Within  forty  (40)  days  of the  end of each
calendar  quarter,  the  Lessees  will  deliver  to  Lessor a  certificate  (the
"Lessees'  Certificate")  in a form  attached  to this  Agreement  as  Exhibit B
certified by the Chief Financial Officer of RainTree Healthcare  Corporation and
the Lessees. The Lessees' Certificate will set forth the following:

          (a)  EBITDARM for the preceding four calendar quarters;

          (b)  Lessees   Consolidated  Fixed  Charges  for  the  preceding  four
               calendar  quarters adjusted as provided in the definition of LCFC
               in Section 2 above;

          (c)  The interest,  points, fees and other similar charges paid by the
               Lessees  on  Secured  Debt  during the  preceding  four  calendar
               quarters and included in the Lessees  Consolidated  Fixed Charges
               for the  preceding  four  calendar  quarters;  (d) The Pro  Forma
               Annual Interest Rate;

          (e)  The Section 8.3.1.7.1 Limit; and

          (f)  A statement  that all  calculations  of items (a) through (e) are
               calculated  in  accordance  with this Third  Amendment and to the
               extent  applicable   generally  accepted  accounting   principles
               applied on a consistent basis with past practices.

          (g)  A statement  that the Lessees are not in default of any covenant,
               representation,  warranty or agreement contained in the Omega New
               Master Lease,  including,  without  limitation,  the separateness
               provisions of Section 8.9 of the Omega New Master Lease.

     Attached to the Lessees'  Certificate will be a detailed calculation of the
items identified in subparagraphs (a) through (e) above.

     4.   OMEGA  NOTICE.   Within  ten  (10)  days  of  receipt  of  a  Lessees'
Certificate setting forth the Section 8.3.1.7.1 Limit, Lessor will send a notice
(the "Omega Notice") to the Lessees doing one of the following:

          (a)  Agreeing  with  the  Section  8.3.1.7.1  Limit  set  forth in the
               Lessees' Certificate;

                                       3
<PAGE>

          (b)  Stating that Lessor needs additional information, and identifying
               the additional  information needed, in order to determine whether
               Lessor agrees or disagrees with the Section  8.3.1.7.1  Limit set
               forth in the Lessees' Certificate; or

          (c)  Stating that Lessor  disagrees with the Section  8.3.1.7.1  Limit
               set forth in the  Lessees'  Certificate,  and  setting  forth the
               reasons for the disagreement.

If Lessor fails to send an Omega  Notice  within ten (10) days of receipt of the
Lessees'  Certificate,  Lessor  will be deemed to have  agreed  with the Section
8.3.1.7.1  Limit  set forth in the  Lessees'  Certificate.  If Lessor  sends the
notice set forth in (b) above, Lessees shall supply such information within five
(5) business  days. If Lessor does not give a notice  contemplated  by paragraph
(c) above  within five (5) days of its receipt of such  additional  information,
Lessor will be deemed to have agreed  with the  Section  8.3.1.7.1  Limit as set
forth in the  Lessees  Certificate.  In no event will the failure to object to a
calculation at the end of one quarter prejudice the right of Lessor to object at
the end of any subsequent quarter.

     5.   RESOLUTION OF DISAGREEMENT.

          (a)  If an Omega Notice states either that Lessor  disagrees  with the
               Section  8.3.1.7.1  Limit set forth in a Lessees'  Certificate or
               that Lessor needs  additional  information  in order to determine
               whether  Lessor  agrees or disagrees  with the Section  8.3.1.7.1
               Limit,  Lessor and the Lessees shall attempt in good faith during
               the next ten days (the "Ten Day Period") to reach agreement as to
               the Section 8.3.1.7.1 Limit. As part of that process, the Lessees
               shall promptly provide to Lessor any additional information which
               Lessor may reasonably  request relating to the calculation of the
               Section 8.3.1.7.1 Limit, as set forth in paragraph 4 above.

          (b)  Lessor and Lessees shall  forthwith  enter into an agreement with
               the  Accountant  to resolve any  differences  which may hereafter
               arise as to the  calculation  of the Section  8.3.1.7.1  Limit in
               accordance with the procedures set forth in this Third Amendment.
               If Arthur  Anderson & Company ceases to be willing or eligible to
               resolve differences as to the Section 8.1.1.7.1 Limit, Lessor and
               Lessees  shall  forthwith  enter into an  agreement  with another
               accounting firm to resolve their differences.  The new accounting
               firm  shall  be a  national  accounting  firm or  major  regional
               accounting  firm  with  offices  in  Phoenix,  Arizona,  shall be
               selected by Lessor  within ten (10) business  days,  and shall be
               reasonably  acceptable  to Lessees.  If Omega does not act within
               the ten (10)  business  days,  Lessees  may choose an  accountant
               reasonably  acceptable to Omega.  An accounting firm shall not be
               eligible to serve as the  Accountant if within the past three (3)
               years it has  performed  material  services for either  Lessor or
               Lessees.

          (c)  If within the Ten Day Period  Lessor  and  Lessees  are unable to
               reach agreement as to the Section  8.3.1.7.1  Limit,  then either
               Lessor  or  Lessees  may  request  that the  Accountant  promptly
               determine  the Section  8.3.1.7.1  Limit.  The  Accountant  shall
               determine the Section 8.3.1.7.1 Limit within fifteen (15) days of
               receipt of such a request.  During the  fifteen  (15) day period,
               either  Lessor or Lessees  may  submit  written  material  to the
               Accountant  with  respect  to  the  calculation  of  the  Section
               8.3.1.7.1  Limit;  copies of such materials  shall be provided to
               the  other  party.   The  Lessees  shall  promptly   provide  any

                                       4
<PAGE>

               information  which the  Accountant  may  request,  and shall upon
               request permit the Accountant to examine their books and records.
               The Accountant may hold such discussions with  representatives of
               the  Lessor   and/or   Lessees  as  the   Accountant   determines
               appropriate.  The  Accountant  shall not be required to audit the
               books and records of Lessees or to hold any hearing in connection
               with its calculation of the Section 8.3.1.7.1 Limit. The decision
               of the  Accountant  with respect to the Section  8.3.1.7.1  Limit
               shall be binding upon both Lessor and Lessees.

     6.   MAXIMUM PERMITTED SECURED Debt.  Notwithstanding anything contained in
the Plan or in Section 8.3.1.7.1 of the Master Lease, the parties agree that the
Maximum Permitted Secured Debt shall be as follows:

          (a)  Except as otherwise  specifically  provided in subparagraphs  (b)
               through (e) below, the most recently determined Section 8.3.1.7.1
               Limit shall be the Maximum  Permitted  Secured Debt, and the most
               recently  determined  Section  8.3.1.7.1  Limit shall continue in
               effect  until a new  Section  8.3.1.7.1  Limit is  determined  in
               accordance with the procedures set forth in this Third Amendment.

          (b)  If the  Lessees  fail to  deliver a Lessees'  Certificate  within
               thirty  (30)  days of the end of a  calendar  quarter,  and  such
               failure  continues  for ten (10)  days  after a  written  request
               therefor  from  Lessor,  then  at the end of such  ten  (10)  day
               period,  the Maximum  Permitted  Secured Debt shall be reduced to
               the lesser of (i) seventy-five (75%) percent of the most recently
               determined  Section  8.3.1.7.1 Limit or (ii) Lessor's estimate of
               the Section  8.3.1.7.1 Limit based on such  information as may be
               available to Lessor.  For each five (5) days after the end of the
               ten (10) day period  that  Lessees  continue to fail to deliver a
               Lessees' Certificate, the Maximum Permitted Secured Debt shall be
               reduced  by  another  five  percent  (5%)  of the  most  recently
               determined Section 8.3.1.7.1 Limit.

          (c)  If pursuant to Section 5 of this Third Amendment an Accountant is
               employed  to  determine  the  Section  8.3.1.7.1  Limit,  and the
               Accountant  notifies  Lessor  in  writing  that it is  unable  to
               determine  the Section  8.3.1.7.1  Limit because the Lessees will
               not make available to it information  needed by the Accountant or
               are  otherwise  not  cooperating  with the  Accountant,  then the
               Section  8.3.1.7.1  Limit  will be  reduced  to the lesser of (i)
               seventy-five  (75%)  percent  of  the  most  recently  determined
               Section  8.3.1.7.1 Limit or (ii) Lessor's estimate of the Section
               8.3.1.7.1 Limit based on such  information as may be available to
               Lessor.  For each five (5) days after the date of the notice from
               the Accountant that Lessees fail to make information available to
               the Accountant or otherwise do not cooperate with the Accountant,
               as set forth in a written  notice from the  Accountant to Lesser,
               the Maximum  Permitted  Secured  Debt shall be reduced by another
               five  (5%) of the  most  recently  determined  Section  8.3.1.7.1
               Limit.

          (d)  If the  parties  are  unable  to  reach  agreement  as to the new
               Section  8.3.1.7.1  Limit  during  the Ten Day  Period,  then the
               Maximum Permitted Secured Debt shall become the lesser of (i) the
               Section  8.3.1.7.1 Limit as set forth in the most recent Lessees'
               Certificate,   or  (ii)  the  most  recently  determined  Section
               8.3.1.7.1 Limit increased by such amount as Lessees shall certify
               is necessary only to the extent  necessary to avoid immediate and
               irreparable harm to the Lessees until the Section 8.3.1.7.1 Limit

                                       5
<PAGE>

               is calculated.  Expenditures which meet the test set forth in the
               previous  sentence are referred to as  "Necessary  Expenditures".
               The Maximum  Permitted Secured Debt determined in accordance with
               this  subsection  (d) shall cease to be applicable if the Maximum
               Permitted   Secured  Debt  is  determined   in  accordance   with
               subparagraph (c) as a result of a notice from the Accountant that
               it is unable to determine the Section  8.3.1.7.1 Limit because of
               lack of  information  from  Lessees or lack of  cooperation  from
               Lessee.

          (e)  Notwithstanding  anything to the contrary  contained herein or in
               the Plan,  the  Section  8.3.1.7.1  limit  shall not be less than
               $2,000,000,  with no conditions on the first $1,000,000 borrowed.
               The second  $1,000,000 is to be used for capital  improvements at
               facilities  owned by Omega and can be drawn by Lessees so long as
               Lessees gives a designated  representative of Omega at least five
               (5) days prior  notice of the plan to spend all or any portion of
               the second $1,000,000. If Omega does not respond in five business
               days or approves  the  expenditures  in writing at any time,  the
               money  represented  by such  request  (not to  exceed  a total of
               $1,000,000  for all capital  expenditures)  can then be borrowed.
               Lessees  agree that they will spend the money so borrowed for the
               capital  improvements   approved  by  Omega.  The  initial  Omega
               designee is Tim Jewett.

          (f)  Notwithstanding  anything to the contrary  contained herein or in
               the Plan, the maximum amount of Secured Debt that can be borrowed
               by the Lessees is $7,000,000.

     7.   SUBORDINATION AGREEMENT Lessor currently has a first security interest
in all accounts  receivable of Lessees to secure all  obligations  of Lessees to
Lessor. Lessor agrees from time to time to enter into an intercreditor agreement
(the "Intercreditor  Agreement") with the Secured Debt Lender in form reasonably
acceptable to Lessor.  The  Intercreditor  Agreement shall provide,  among other
things,  that  Lessor's  security  interest in Lessees'  accounts  receivable is
subordinate to the security interest to be granted to the Secured Debt Lender to
secure  repayment  of Secured Debt in an amount not to exceed the sum of (i) the
maximum  secured senior debt (the "Maximum  Secured Senior Debt")  calculated as
set forth in the next sentence,  and (ii) all accrued interest thereon and costs
of  collection.  The  Maximum  Secured  Senior  Debt shall be the greater of the
amounts determined in accordance with subparagraphs (a) and (b) below:

          (a)  The Maximum  Permitted  Secured Debt as  determined  from time to
               time in accordance  with the procedures set forth in Section 6 of
               this Third Amendment; and

          (b)  Upon  receipt of notice that the Maximum  Permitted  Secured Debt
               has been reduced,  the amount of Secured Debt  outstanding on the
               close of business on the date such notice is received.

Lessor agrees from time to time at the written  request of either the Lessees or
the Secured Debt Lender to provide the Secured  Debt Lender with written  notice
of the Maximum  Permitted  Secured  Debt,  and the Secured  Debt Lender shall be
entitled to rely on any such notice.  The Intercreditor  Agreement shall provide
that upon  default by Lessees in their  obligations  to the Secured  Debt Lender
Lessee shall have the option,  but not the obligation,  to purchase the position
of the Secured Debt Lender on terms  reasonably  satisfactory  to Lessor and the
Secured Debt  Lender.  The  provisions  of this Section 7 are intended to assist
Lessees in  obtaining  Secured  Debt.  Nothing  contained  in this  Section 7 is
intended  to be a waiver of the  obligations  of the  Lessees to comply with the
financial covenants contained in Article 8 of the Master Lease.

                                       6
<PAGE>

     8.   RATIFICATION.  Except as specifically set forth herein,  the Omega New
Master Lease,  as amended by the First  Amendment and the Second  Amendment,  is
hereby ratified and confirmed and shall continue in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Third Amendment by their
duly authorized officers as of the date first above written.

                                   LESSOR:

                                   Omega Healthcare Investors, Inc., a Maryland
                                   corporation

                                   By:      /s/ F. SCOTT KELLMAN
                                          --------------------------------------
                                   Name:        F. Scott Kellman
                                          --------------------------------------
                                   Title:            COO
                                          --------------------------------------

                                   LESSEES:

                                   BritWill Indiana Partnership, an Arizona
                                   general partnership

                                   By: BritWill Investments-I, Inc., a Delaware
                                   corporation, its General Partner

                                   By:      /s/ JIMMY L. FIELDS
                                          --------------------------------------
                                   Name:        Jimmy L. Fields
                                          --------------------------------------
                                   Title:            VP
                                          --------------------------------------

                                   BritWill Investments-II, Inc., a Delaware
                                   corporation

                                   By:      /s/ JIMMY L. FIELDS
                                          --------------------------------------
                                   Name:        Jimmy L. Fields
                                          --------------------------------------
                                   Title:            VP
                                          --------------------------------------

                                   Amberwood Court, Inc., a Colorado
                                   corporation

                                   By:      /s/ JIMMY L. FIELDS
                                          --------------------------------------
                                   Name:        Jimmy L. Fields
                                          --------------------------------------
                                   Title:            VP                        
                                          --------------------------------------

                                       7
<PAGE>
                                   The Arbors Health Care Center, Inc., an
                                   Arizona corporation

                                   By:      /s/ JIMMY L. FIELDS
                                          --------------------------------------
                                   Name:        Jimmy L. Fields
                                          --------------------------------------
                                   Title:            VP
                                          --------------------------------------

                                   Brookshire House, Inc., a Colorado
                                   corporation

                                   By:      /s/ JIMMY L. FIELDS
                                          --------------------------------------
                                   Name:        Jimmy L. Fields
                                          --------------------------------------
                                   Title:            VP
                                          --------------------------------------

                                   Christopher Nursing Center, Inc., a Colorado
                                   corporation

                                   By:      /s/ JIMMY L. FIELDS
                                          --------------------------------------
                                   Name:        Jimmy L. Fields
                                          --------------------------------------
                                   Title:            VP
                                          --------------------------------------

                                   Los Arcos, Inc., a Colorado corporation

                                   By:      /s/ JIMMY L. FIELDS
                                          --------------------------------------
                                   Name:        Jimmy L. Fields
                                          --------------------------------------
                                   Title:            VP
                                          --------------------------------------

                                   Pueblo Norte, Inc., a Colorado corporation

                                   By:      /s/ JIMMY L. FIELDS
                                          --------------------------------------
                                   Name:        Jimmy L. Fields
                                          --------------------------------------
                                   Title:            VP
                                          --------------------------------------

                                   Rio Verde Nursing Center, Inc., a Colorado
                                   corporation

                                   By:      /s/ JIMMY L. FIELDS
                                          --------------------------------------
                                   Name:        Jimmy L. Fields
                                          --------------------------------------
                                   Title:            VP
                                          --------------------------------------

                                       8
<PAGE>

                                    EXHIBIT A

              EXAMPLE OF CALCULATION OF THE SECTION 8.3.1.7.1 LIMIT

     The  following is an example of the  calculation  of the Section  8.3.1.7.1
Limit. For purposes of this example, assume the following:

     1.   EBITDARM for the four quarters ending June 30, 1999 is $13,000,000.00.

     2.   LCFC for the four quarters ending June 30, 1999 is $8,000,000.00.

     3.   SDDS for the four quarters ending June 30, 1999 is $125,000.00.

     4.   The interest rate with respect to the Secured Debt will be fifty basis
points over prime rate as published in the Wall Street  Journal.  The prime rate
as  published  in the  Wall  Street  Journal  on the  business  day  immediately
preceding the date of Lessees' Certificate is eight percent. The Lessees will be
required  to pay a one  percent  fee  during  the next one (1)  year  period  in
connection with the Secured Debt.

     Utilizing  the  above  assumptions,  the  Section  8.3.1.7.1  Limit for the
calendar  quarter  beginning  July 1, 1999 will be  calculated  by the following
two-step process:

     Step 1.   MPDS = 13,000,000 - 8,000,000 + 125,000 = 512,096.77
                      ----------
                         1.55

     Step 2.

               Section 8.3.1.7.1 Limit = 512,096.77 = $5,390,492.32
                                         ----------
                                            .095


                                      A-1

<PAGE>

                                    EXHIBIT B

                          FORM OF LESSEES' CERTIFICATE

     This  Certificate  is given on  ____________  pursuant  to Section 3 of the
Third  Amendment  to  Omega  New  Master  Lease  dated  as of  March  __,  1999.
Capitalized  terms used and not otherwise  defined in this  Certificate have the
respective  meanings  given to them in the Third  Amendment  to Omega New Master
Lease and in the Omega New Master Lease.

     The undersigned,  being the Chief Financial Officer of RainTree  Healthcare
Corporation and of the Lessees, certifies as follows:

     (1)  EBITDARM of the  Lessees  for the  preceding  four  calendar  quarters
          ending  ____________________  was  $__________.   Exhibit  A  to  this
          Certificate is a detailed calculation of EBITDARM for that period.

     (2)  Lessees  Consolidated  Fixed Charges for the  preceding  four calendar
          quarters ending _____________________ was $__________________. Exhibit
          B  to  this   Certificate   is  a  detailed   calculation  of  Lessees
          Consolidated Fixed Charges for that period.

     (3)  Lessees interest, fees, points and similar charges on Secured Debt for
          the four calendar quarters ending  ______________  was  $____________.
          Exhibit C to this Certificate is a detailed calculation of that amount
          for that period.

     (4)  The Pro Forma  Annual  Interest  Rate with  respect to  Secured  Debt,
          determined  as of the business day  immediately  preceding the date of
          this Certificate,  is ___ percent.  Exhibit D to this Certificate is a
          detailed  calculation of the Pro Forma Annual  Interest Rate as of the
          business day immediately preceding the date of this Certificate.

     (5)  The  Section   8.3.1.7.1  Limit   commencing  as  of   _____________is
          $_______________.   Exhibit  E  to  this  Certificate  is  a  detailed
          calculation of Section  8.3.1.7.1 done in accordance with Section 1 of
          the Third Amendment to the Omega Master Lease.

     (6)  [Check one of the following boxes]

          [ ]  Attached  hereto is a true and complete set of the loan documents
               applicable to the Secured Debt.

          [ ]  The loan documents  previously delivered to Omega with respect to
               the Secured Debt remain in full force and effect.

          [ ]  The  calculations  above  are made in  accordance  with generally
               accepted  accounting  principles,  applied on a basis  consistent
               with past practices.


                                      B-1