<PAGE>
                                                                   Exhibit M(ii)
<PAGE>
                       CONVEYANCE AND TRANSFER AGREEMENT
                                 (Phillipsburg)

    THIS CONVEYANCE AND TRANSFER AGREEMENT (this "Agreement") is made this
_____ day of September, 2003, between GERIATRIC AND MEDICAL SERVICES, INC., a
New Jersey corporation ("GMS"), and GENESIS HEALTHCARE CORPORATION, a
Pennsylvania corporation ("GHC"), as buyer (collectively, "Genesis"), and ET
SUB-PHILLIPSBURG I, L.L.C., a Delaware limited liability company, as seller
("ET").

                                W I T N E S S E T H:

    WHEREAS, ET is the owner in fee simple of that certain skilled nursing and
assisted living facility known as Phillipsburg Center, located at 843 Wilbur
Street, in the Town of Phillipsburg, Warren County, New Jersey ("Facility");
and

    WHEREAS, ET is the landlord and GMS is the tenant under that certain Lease
Agreement (as defined below); and

    WHEREAS, the conveyance and transfer of the Facility is part of a series
of transactions required to occur in accordance with the Master Agreement (as
defined below); and

    WHEREAS, the parties hereto desire to convey to Genesis the Facility, and
Genesis desires to acquire the Facility from ET.

    NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and conditions contained herein, the parties agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

    1.1  Definitions.  The following terms, not otherwise defined in the body
of this Agreement, shall have the meanings set forth below for purposes of
this Agreement:

      "Accounts" shall mean all accounts, as defined in the UCC, including
notes, notes receivable, amounts payable to ET under the RLAs, if any, and
proceeds thereof.

      "Business Day" means a day on which national banking associations are
open for the transaction of business in Philadelphia, Pennsylvania.

      "Closing" and "Closing Date" shall be the settlement of and date for the
occurrence of particular described events associated with the conveyance and
transfer described in this Agreement, which Closing Date shall be that date
which is designated by written notice from ET to Genesis at least ten (10)
Business Days prior to such settlement, and as soon as practicable after the


                                      -1-

<PAGE>
Reorganization, but in no event earlier than the consummation of the
Reorganization (except as provided in the next sentence) and in no event later
than March 31, 2004.  If the Reorganization does not occur by December 31,
2003, then ET may schedule the Closing Date upon not less than ten (10)
Business Days prior notice to Genesis but in no event later than March 31,
2004.

      "Contract Rights" shall mean all agreements to which ET is a party or
beneficiary, relating to the development, construction and operation of the
Facility, such as rights under architect and construction contracts (including
rights in plans and specifications), warranties, guaranties or other
assurances relating to the development, construction and operation of the
Facility, agreements relating to the service and operation of the Facility and
the Land, such as service, property management, supply and maintenance
agreements, and agreements as to off-site improvements or access that are
likely to affect the Property, including agreements relating to pedestrian
access, storm water management, road access and improvements, stream
preservation, forest remediation, environmental remediation and monitoring,
wetlands remediation and the like, if any, but not including any contracts
related to the occupancy and care of the Residents of the Facility.

      "Environmental Laws" shall mean all applicable statutes, regulations,
rules, ordinances, codes, licenses, permits, common law, orders, demands,
approvals, authorizations and similar items of all governmental agencies,
departments, commissions, boards, bureaus or instrumentalities of the United
States, states and political subdivisions thereof and all applicable judicial,
administrative and regulatory decrees, judgments and orders relating to the
protection of human health, or the environment, as in effect on the date
hereof or as later amended, including but not limited to those pertaining to
reporting, licensing, permitting, investigation, removal and remediation of
emissions, discharges, releases or threatened releases of Hazardous Materials,
into the air, surface water, ground water or land, or relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, handling or release of Hazardous Materials, including:  (y) the
Comprehensive Environmental Response, Compensation and Liability Act (42
U.S.C. 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C.
6901 et seq.), the Clean Air Act (42 U.S.C. 7401 et seq.), the Federal Water
Pollution Control Act (33 U.S.C. 1251 et seq.), the Safe Drinking Water Act
(42 U.S.C. 300f et seq.), the Toxic Substances Control Act (15 U.S.C. 2601 et
seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. 1101
et seq.), and the regulations implementing these statutes, and (z) analogous
state and local provisions.

      "Execution Date" shall be the date on which this Agreement has been fully
executed by all parties.

      "Facility" shall have the meaning set forth in the recitations.

      "General Intangibles" shall mean general intangibles, as defined in the
UCC, including contractual rights including the Contract Rights, goodwill,
literary rights, rights to performance, copyrights, trademarks, servicemarks
and patents.


                                      -2-

<PAGE>
      "Hazardous Materials" shall mean any chemicals, substances, pollutants,
contaminants, materials, or wastes, whether solid, liquid or gaseous in nature
(including, without limitation, any medical waste), other than in nominal
quantities found in office products and common cleaning solutions: (i) the
presence of which requires investigation or remediation under any federal,
state or locate statue, regulation, ordinance, order, action or policy,
administrative request or civil complaint under any of the foregoing or under
common law; or (ii) which is defined as a "hazardous waste", "pollutant or
contaminant", or "hazardous substance" under any applicable Environmental
Laws; or (iii) which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous and as of the
Execution Date, or as thereafter amended, is regulated by any governmental
authority, agency, department, commission, board or instrumentality of the
United States, or any state or any political subdivision thereof having or
asserting jurisdiction over the Property; or (iv) the presence of which on the
Property causes or threatens to cause a nuisance upon the Property or to other
properties or poses a hazard to the health or safety of persons on or about
the Property; or (v) which, except as contained in building materials,
contains gasoline, diesel fuel or other petroleum hydrocarbons,
polychlorinated biphenyls (PCBs) or friable asbestos or friable asbestos-
containing materials or urea formaldehyde foam insulation; or (vi) radon gas.

      "Intangible Property" shall mean Accounts and General Intangibles.

      "Inventory" shall mean all of ET's inventory, as defined in the UCC, used
in the operation of the Facility.

      "Land" shall mean all of that real property described on Exhibit A
attached hereto.

      "Lease Agreement" shall mean that certain Lease Agreement dated as of
January 30, 1998, as amended, between ET, as landlord, and GMS, as tenant,
pursuant to which GMS leased the Facility from ET.

      "Legal Requirements" shall mean all federal, state, county, municipal and
other governmental statutes, laws (including any zoning or subdivision
ordinance, the Americans with Disabilities Act, the Fair Housing Act, as
applicable, and any applicable Environmental Law), rules, orders, regulations,
ordinances, judgments, decrees and injunctions affecting either the Property
or the construction, use or alteration thereof, whether now or hereafter
enacted and in force, including any which may (i) require repairs,
modifications or alterations in or to the Property; (ii) in any way adversely
affect the use and enjoyment thereof, and all Permits and Licenses and
authorizations and regulations relating thereto, and all covenants,
agreements, restrictions and encumbrances contained in any instruments, either
of record or known to ET, at any time in force affecting the Property; (iii)
require the cleanup or other treatment of any Hazardous Materials; or (iv)
impose parking requirements, building setback lines or other building or
operating requirements.


                                      -3-

<PAGE>
      "Licenses and Permits" shall mean all licenses, franchises, privileges,
permits, approvals, authorizations, consents, certificates of need and similar
documents in connection with the right to use the Land, construct and develop
the Facility and operate the Facility, including a personal care license, all
building permits and certificates of occupancy, all variances, special
exceptions and any other zoning permits and licenses required for the
ownership, use, or operation of the Property, and all other permits, licenses
and other authorizations issued in any connection with the Property.

      "Master Agreement" shall mean that certain Master Agreement dated
September 11, 2003, between Genesis Health Ventures, Inc. ("GHV") and
ElderTrust Operating Limited Partnership.

      "Person" shall mean an individual, fiduciary, estate, trust, partnership,
firm, association, corporation, limited liability company, or other
organization, or a government or governmental authority.

      "Personal Property" shall mean all personal property, building materials,
fixtures, equipment, tools and tangible personal property of every kind and
nature whatsoever located on the Land and/or used in connection with the
operation of the Facility.

      "Permitted Exceptions" shall mean those exceptions set forth on Exhibit
B.

      "Property" shall mean collectively: (A) the Land and any buildings,
structures, work in progress, and other improvements, if any, erected on the
Land or attached thereto, including the Facility, and all facilities,
fixtures, equipment, machinery, furnishings and other property attached to,
located in or used in connection with any such building, structure, or other
improvement; (B) all work product of engineers, architects, similar
professionals, and others pertaining to the Land or to existing or proposed
improvements thereon; (C) any topsoil located on the Land as of the date
hereof; (D) all interest in any land lying in the bed of any street, alley,
road or avenue, open or proposed, in front of or adjoining the Land; (E) all
awards or recoveries or rights thereto, arising out of eminent domain or
condemnation proceedings or as a result of damage to the Land by reason of any
change of grade of any street or highway; (F) all trees, vegetation, and other
living things on the Land; (G) all rights of way or use, riparian rights,
water rights, profits, easements, corporeal and incorporeal hereditaments,
benefits, privileges, appurtenances, and advantages to the Land belonging or
in anywise appertaining; (H) all Personal Property; (I) all Accounts, General
Intangibles and other rights growing out of or in connection with the
operation of the Facility, including without limitation, all cash or
securities deposited thereunder to secure performance by the Residents, and
(J) all leases, rents, royalties, issues, revenues, profits and benefits
therefrom.  Included as part of the Property shall be appurtenant easement
rights.  Excluded from the definition of Property shall be those items on or
within the Facility which are owned by Residents or by Genesis as tenant.


                                      -4-

<PAGE>
      "Reorganization" means the "Reorganization" as described in the press
release issued by GHV dated February 12, 2003, which is attached hereto as
Exhibit C, and the Form 10 Registration Statement filed with the Securities
and Exchange Commission dated July 25, 2003, as may be amended by subsequent
filings, which more specifically define the Reorganization as the transaction
whereby the shareholders of GHV common stock as of the record date of the
Reorganization will receive a pro-rata distribution of shares of GHC common
stock for every share of GHV common stock held on such record date; GHV and
certain of its subsidiaries will contribute to GHC all of the legal entities
comprising the Eldercare Businesses (as defined below), together with certain
assets and liabilities associated with the Eldercare Businesses, and any
variation of such described reorganization that is not materially different
therefrom.  For the purposes of this section, "Eldercare Businesses" shall
mean inpatient services provided in skilled nursing and assisted living
centers, rehabilitation therapy services, diagnostic services, respiratory
services and management services.

      "Residents" shall mean those residents occupying the Facilities under the
RLAs.

      "RLAs" means the residential living agreements pursuant to which
Residents occupy the Facility.

      "State" shall mean the Commonwealth of Pennsylvania.

      "Survey" shall mean the ALTA/ASCM Land Title Survey for the Property
obtained by Genesis pursuant to Section 4.2 hereof.

      "Surveyor" shall mean a firm acceptable to Genesis experienced in the
preparation of ALTA/ASCM land title surveys.

      "Title Company" shall mean Lawyers Title Insurance Corporation.

      "UCC" shall mean the Uniform Commercial Code of the State.

                                   ARTICLE II
                            CONVEYANCE AND TRANSFER

    2.1  Conveyance and Transfer.  ET agrees to convey and transfer the
Property to Genesis and Genesis agrees to acquire and accept the Property from
ET in accordance with the terms hereof.

    2.2  Consideration.  The consideration for the Property is Three Million
Three Hundred Ninety Thousand Four Hundred Ten Dollars ($3,390,410.00) (the
"Consideration").  Genesis shall pay the Consideration, as adjusted pursuant
to Paragraphs 6.4 and 6.5 of this Agreement, to ET at Closing by immediately
available federal U.S. funds, wire transferred to an account designated by ET.


                                      -5-

<PAGE>
                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

    3.1.  Representations and Warranties of ET.  ET hereby warrants and
represents as of the Effective Date and as of the Closing Date as follows:

      (a) Authorization/Validity.  ET is duly organized, validly existing and
in good standing in the state of its formation; the execution, delivery and
performance by ET of this Agreement and the transactions contemplated herein
have been duly authorized by all necessary actions and do not contravene or
constitute a default or require the further consent of any person under any
provision of applicable law or regulation or of the organization documents of
ET, or of any agreement, judgment, injunction, order, decree or other
instrument binding upon ET or to which any of its properties are subject; the
execution, delivery and performance by ET of this Agreement and the other
agreements executed or to be executed by ET in connection with the
transactions contemplated by this Agreement (the "Transaction Documents")
require no action by or in respect of, or filing with, any governmental body,
agency or official, and no third-party consents are required to consummate
this transaction; this Agreement has been duly executed by, and constitutes a
valid and binding agreement of ET enforceable in accordance with its terms
(except as the same may be restricted, limited or delayed by applicable
bankruptcy or other laws affecting creditor's rights generally),  subject in
each case to receipt of consent from ET's lenders as identified on Exhibit
5.2, and neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated herein, will constitute a
default under any other agreement, License and Permit, or Legal Requirement.

      (b) Title; Consents.  ET has good and valid title to the Personal
Property.   Any mortgages, deeds of trust, judgments or other security
documents affecting the Property shall be released as of the Closing Date.
With respect to the consent from Wachovia Bank, N.A., ET covenants to use
commercially reasonable best efforts to pursue and to obtain such consent to
the terms and provisions of this Agreement on a timely basis as contemplated
herein.  Except as identified on Exhibit 5.2, no other consents are necessary
to convey title to the Property to Genesis in accordance with the terms
hereof.

      (c) FIRPTA.  ET is not a "foreign person" as such term is defined in
Section 1445 of the Internal Revenue Code of 1986, as amended.

      (d) Litigation.  To ET's knowledge, there is no pending or threatened
litigation or government investigation which materially affects, or could
materially affect ET's ability to perform its obligations hereunder, or which
materially affects, or could materially affect, the operation of the Facility,
or the ownership of the Property, except as set forth on Exhibit 3.1(d).

      (e) Compliance with Laws.  Except as provided on Exhibit 3.1(e), to ET's
knowledge, the current use of the Property does not violate any ordinance,
law, regulation or order


                                      -6-

<PAGE>
of any governmental authority or that any investigation has been commenced or
is contemplated respecting such possible violation which investigation, if
concluded adversely, would have a material effect on the owner of such
Property.

      (f) Taxes.  There are no current municipal improvement or like
assessments against the Property, and to the knowledge of ET, no such
assessments are in process or planned by any municipal or other government;
and ET has received no written notice of any proposed increase in the assessed
valuation or rate of taxation.

      (g) Pending Assessments and Eminent Domain.  ET has no knowledge and has
received no written notice of any pending proceeding for the imposition of any
special assessment, or the formation of a special assessment district, or for
a condemnation proceeding which would affect in any manner any portion of the
Property.

      (h) Governmental Proceedings.  ET has neither received written notice of
nor has any knowledge of any governmental action or governmental proceeding
(zoning or otherwise) or governmental investigation pending or threatened
against or relating to the Property or the transactions contemplated by this
Agreement.  ET is not obligated to any city, county or state authority or
entity under any agreements or performance bonds or letters of credit relating
to the Property, or any part thereof.

      (i) Defects.  To the knowledge of ET, there are no material defects or
deficiencies in the Property which would have a material effect on the
insurability of the Facility or materially increase the cost of insuring the
Facility, except for those material defects or deficiencies of which Genesis
has provided ET with written notice.

      (j) Environmental Matters.  Except as set forth in Exhibit 3.1(j)
attached hereto ("Disclosure Schedule"), to the knowledge of ET, ET has not:
(i) caused the release or discharge of any Hazardous Material at, on or under
the Property which requires remediation under applicable Environmental Laws,
(ii) used the Real Property for the use, generation, treatment, storage,
transportation or disposal of any Hazardous Material (as such term is defined
below) in quantities that would constitute a violation of any applicable
Environmental Law, (iii) used the Property at any time as a landfill or for
the purposes of disposing of Hazardous Materials, or (iv) installed or removed
underground storage tanks on or from the Property.

      (k) Contract Rights.  Exhibit 3.1(k) hereto sets forth all the Contract
Rights and any other understandings, written or oral, to which ET is a party
or by which ET is bound that relate to the Facility.  For purposes of Exhibit
3.1(k) Contract Rights shall not be construed to include any RLAs or any
Permitted Exceptions; except as set forth on Exhibit 3.1(k), each of the
Contract Rights relates only to the Facility and not to any property other
than the land and improvements constituting the Facility, is valid and binding
on ET and is in full force and effect in all material respects; except as set
forth in Exhibit 3.1(k), neither ET, nor to ET's knowledge, any other party
thereto has breached or defaulted under the terms of any Contract Rights.


                                      -7-

<PAGE>
      (l) Licenses and Permits.  Excluding those Licenses and Permits held
directly by Genesis as operator of the Facility, to the knowledge of ET, ET
has all Licenses and Permits as are necessary for the owner of the fee title
to the Facility to own, occupy and use such Facility as it is currently being
used, and, to the knowledge of ET, ET is not in violation of any Licenses and
Permits relating to the Facility and all Licenses and Permits relating to the
Facility are in full force and effect.

      (m) Utilities. To ET's knowledge, public utilities ("Public Utilities"),
of adequate capacity are installed in, and are duly connected to, the Property
and can be used without any charge except the normal and usual metered charges
imposed for such Public Utilities for the operation of an skilled nursing or
assisted living facility of similar size and design; and that to ET's
knowledge, no amounts due and owing with respect to the Property in connection
with utilities, insurance, assessments or other charges customarily prorated
in real estate transactions have been outstanding more than thirty (30) days.

      (n) Operations.  During the pendency of this Agreement, ET shall not:
(a) sell or dispose of the Facility, or (b) enter into or grant any easements,
covenants, conditions, restrictions or rights of way, or (c) modify any lease
which is a part of or constitutes the Property

    As used herein, the term "knowledge" means the actual knowledge of Michael
R. Walker, D. Lee McCreary, Jr. and/or Kevin Smith, whom ET represents to be
the individuals having primary responsibility for the assets which are the
subject of this Agreement.

    The representations and warranties of ET under this Section 3.1 shall
survive Closing under this Agreement for a period of six (6) months.

    3.2  Representations and Warranties of Genesis.  Genesis hereby represents
and warrants, as of the Effective Date and the Closing Date as follows:

      (a) Genesis is duly organized, validly existing and in good standing in
the state of its formation and in the State.

      (b) Genesis is duly organized, validly existing and in good standing
under the Laws of the Commonwealth of Pennsylvania; the execution, delivery
and performance by Genesis  of this Agreement and the transactions
contemplated herein have been duly authorized by all necessary actions and do
not contravene or constitute a default or require the further consent of any
person under any provision of applicable law or regulation or of the
organization documents of Genesis, or of any agreement, judgment, injunction,
order, decree or other instrument binding upon Genesis or to which any of its
properties are subject; the execution, delivery and performance by Genesis of
this Agreement and the other agreements executed or to be executed by Genesis
in connection with the transactions contemplated by this Agreement (the
"Transaction Documents") require no action by or in respect of, or filing
with, any governmental


                                      -8-

<PAGE>
body, agency or official, and no third-party consents are required to
consummate this transaction; this Agreement has been duly executed by, and
constitutes a valid and binding agreement of Genesis enforceable in accordance
with its terms (except as the same may be restricted, limited or delayed by
applicable bankruptcy or other laws affecting creditor's rights generally),
subject to Genesis' receipt of the consents set forth in Exhibit 4.6 below.
With respect to such consents as are set forth on Exhibit 4.6, Genesis
covenants to use commercially reasonable best efforts to pursue and to obtain
such consent to the terms and provisions of this Agreement on a timely basis
as contemplated herein.

      (c) This Agreement is valid and binding upon Genesis and enforceable
against Genesis in accordance with its terms.

    3.3  Brokerage Fees and Commissions.  Genesis and ET represent and warrant
that they have not dealt with any broker or with any other entity or
individual that would be entitled to any commission, finder's fee or any
similar compensation in connection with Genesis's acquisition of the Property.
ET and Genesis shall each indemnify and hold harmless the other from all
liability arising from any claim for which the indemnifying party is
responsible with respect to any finder's or brokerage fees or agent's
commissions in connection with this transaction.  The provisions of this
paragraph shall survive any termination of this Agreement.

    3.4  General.  All of the foregoing representations and warranties shall be
true at the time of this Agreement, as of the Closing, and shall survive for a
period of twelve (12) months following the Closing.

                                   ARTICLE IV
              CONDITIONS TO CONSUMMATION OF TRANSACTION BY GENESIS

    The obligation of Genesis to consummate Closing shall be subject to
fulfillment (or waiver at or prior to the date of the Closing) of the
following conditions:

    4.1  Representations, Warranties and Covenants.  The representations and
warranties made by ET in this Agreement, and in any document delivered by ET
pursuant to this Agreement, shall be true and correct in all material respects
when made and on and as of the date of the Closing as though such
representations and warranties were made on and as of such date.  ET shall not
have defaulted in the performance of any covenant required to be performed
hereunder.

    4.2  No Material Adverse Change.  There shall have been no material adverse
change in the value or condition of the Property since the date hereof

    4.3  Title Insurance; Survey.  The Title Company shall have issued to
Genesis an ALTA owner's title insurance policy effective as of the date of the
Closing or an unconditional commitment therefor insuring fee simple title to
the Property to be vested in Genesis in an amount at least equal to the
Consideration hereunder, subject to no exceptions other than


                                      -9-

<PAGE>
(a) those easements, reservations and restrictions (but specifically excluding
any monetary liens and/or encumbrances) existing as of January 30, 1998, (b)
those survey matters existing as of January 30, 1998, and (c) the Permitted
Exceptions.  Title shall otherwise be in a form acceptable to Genesis in its
sole and absolute discretion.  In addition, Genesis shall have received, at
its sole discretion, an ALTA survey of the Property, showing no encroachments
on the Property or from the Property onto an adjacent property, or any other
condition that may adversely affect the title thereto or the value thereof, in
Genesis's sole discretion, except as described above in this section

    4.4  No Order or Injunction. Closing shall not have been restrained,
enjoined or prohibited by any order or injunction of any court or governmental
authority of competent jurisdiction nor shall there be any pending or
threatened condemnation proceeding with respect to the Property or any portion
thereof.

    4.5  Instruments of Conveyance. ET shall have delivered the instruments
referred to in Section 6.2.

    4.6.  Consents. All required consents, including those from Genesis' lender
as set forth on Exhibit 4.6, and those from ET's lender, shall have been
obtained to the satisfaction of Genesis, and ET shall have paid all required
transfer or other fees required by ET's lender in connection therewith,
subject, however, to the provisions of Section 9(d)) of the Master Agreement
dealing with sharing of closing costs.

    4.7  Violation of Environmental Law.  There shall exist no violation of any
Environmental Law not caused by Genesis or presence on the Property of any
Hazardous Material other than those brought on the Property by Genesis.
Genesis is authorized to conduct whatever environmental tests Genesis deems
necessary to satisfy this condition, and to hire consultants to do so, but
Genesis agrees to repair any physical damage caused by any such test.

    4.8.  Intentionally Deleted.

    4.9.  Violation of Law.  ET shall not have committed or created any
violation of law with respect to the Property.

                                   ARTICLE V
                CONDITIONS TO CONSUMMATION OF TRANSACTION BY ET

    The obligation of ET to consummate Closing shall be subject to fulfillment
(or waiver) at or prior to the date of the Closing of the following
conditions:

    5.1  Representations, Warranties and Covenants.  The representations,
warranties and covenants made by Genesis in this Agreement, in any document
delivered by Genesis pursuant to this Agreement shall be true and correct in
all material respects when made and on and as of the


                                      -10-

<PAGE>
date of the Closing as though such representations, warranties and covenants
were made on and as of such date.

    5.2.  Consents. All consents necessary for the consummation of the Closing
by ET shall have been obtained, including those from ET's lender, as further
identified on Exhibit 5.2.

                                   ARTICLE VI
                                  THE CLOSING

    Subject to the terms and conditions of this Agreement, the Closing shall
take place promptly after satisfaction or waiver of the conditions set forth
in Articles IV and V hereof.

    6.1  Closing Location. Closing shall occur commencing at 10:00 A.M. at the
offices of Genesis' counsel, Blank Rome, LLP, One Logan Square, Philadelphia,
Pennsylvania 19103.

    6.2  Closing Deliveries by ET:  At Closing, ET shall deliver or cause to be
delivered the following:

      (a) a special warranty deed in recordable form, conveying good,
marketable and insurable fee simple title to the Property (subject only to the
Permitted Exceptions), in the form attached hereto as Exhibit "D";

      (b) a bill of sale pursuant to which ET shall convey to Genesis good
title to all the Personal Property, free and clear of all liens and
encumbrances, in the form attached hereto as Exhibit "E";

      (c) a certification duly executed by ET under penalty of perjury,
setting forth ET's address and Federal tax identification number and
certifying that ET is not a "foreign person" under section 1445 (as may be
amended) of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder, in the form attached hereto as Exhibit "F";

      (d) such assignment agreements as may be deemed necessary and
appropriate by Genesis and ET, including, without limitation, an assignment of
licenses, permits and contracts in the form attached hereto as Exhibit "G",
and an assignment of intangibles in the form attached hereto as Exhibit "H".

      (e) a certificate from a duly authorized agent of ET certifying that the
representations and warranties of ET set forth herein are true and correct in
all material respects as of the Closing Date;

      (f) such other documents and instruments as Genesis and ET agree are
necessary or appropriate, or as may be reasonably required by the title
insurance company.


                                      -11-

<PAGE>
    6.3  Closing Deliveries by Genesis.  At Closing Genesis shall deliver or
cause to be delivered the following:

      (a) a certificate from a duly authorized officer of Genesis certifying
that the representations and warranties of Genesis set forth herein are true
and correct in all material respects as of the Closing Date;

      (b) such other documents and instruments as ET and Genesis agree are
necessary or appropriate, or as may be reasonably required by the title
insurance company.

    6.4  Closing Costs.  Subject to the provisions of Section 9(d) of the
Master Agreement, Genesis shall pay the following costs: (i) survey costs;
(ii) costs, including the payment of the title insurance premium, of obtaining
a title insurance policy for the benefit of Genesis and (iii) all recording
fees and charges for the deed.  ET will pay all recording fees and release
charges to satisfy, release or remove any encumbrance or lien of record.  Each
party shall pay its own legal fees.  Documentary and transfer fees imposed on,
or in connection with, the transfer of the Property will be shared by the
parties in accordance with Section 9(d) of the Master Agreement.

    6.5  Rent Prorations.  ET and Genesis agree that adjustments of rent under
the Lease Agreement shall be made as of the Closing Date, and a statement
setting forth such adjustments shall be initialed by the parties.   In
addition, all security deposits and any escrow reserves which ET is holding
shall be refunded to Genesis at Closing.

    6.6  Possession.  At Closing, Genesis shall be in possession of the
Property.

    6.7  Further Assurances.  In addition to the obligations required to be
performed hereunder by ET at the Closing, ET agrees to perform such other
acts, and to execute, acknowledge, and/or deliver subsequent to the Closing
such other instruments, documents, and other materials, as Genesis may
reasonably request in order to vest title to the Property in Genesis.

    6.8  Deadline for Closing.  In the event the Closing has not occurred by
March 31, 2004, and neither party is in breach hereunder, this Agreement shall
be terminated, unless otherwise extended by mutual agreement of the parties in
writing.  Except as to matters which by the terms hereof are to survive any
termination, neither party shall have any further obligations hereunder in
conjunction with a termination pursuant to this provision.

    6.9  Consent to Reorganization.  As of the Reorganization, and subject to
ET's receipt of consent from ET's lenders as set forth on Exhibit 5.2, ET
shall be deemed to consent to the Reorganization as defined herein with
respect to the impact thereof on the Facility and shall be deemed to waive any
right of ET which may arise upon the Reorganization between ET and GMS.
Effective as of the consummation of the Reorganization and conditioned upon
the receipt


                                      -12-

<PAGE>
of any necessary lender consents and GHC's execution and delivery to ET of a
guaranty of the Lease Agreement substantially in the form of Exhibit H to the
Master Agreement, ET shall be deemed to have consented to the release of GHV,
as a guarantor of the Lease Agreement, and to the replacement of GHV with GHC,
as guarantor of the Lease Agreement.

                                  ARTICLE VII
                           CONDEMNATION; DESTRUCTION

    7.1  Condemnation of the Property.  If after the date hereof and prior to
the Closing all or a material part of the Property is taken by eminent domain
or condemnation (or sale in lieu thereof) such that the operation of the
Property as an assisted living facility in the present form or the Property's
compliance with zoning laws is disturbed or otherwise compromised, Genesis
may, by written notice to ET delivered within thirty (30) days of receipt of a
copy of the notice of condemnation from ET, elect to cancel this Agreement, in
which event both parties shall be relieved and released of and from any
further liability hereunder, and this Agreement shall be considered canceled.
If no such election is made, this Agreement shall remain in full force and
effect and the purchase contemplated herein, less any interest taken by
eminent domain or condemnation, shall be effected with no further adjustment
except that the condemnation award shall be assigned to Genesis.

    7.2  Destruction of Property, Risk of Loss.  The Property is to be held at
the risk of ET until Closing.  In the event of any substantial destruction or
damage to the Property, Genesis may terminate this Agreement within thirty
(30) days of the event to the extent that Genesis, as tenant, may terminate
the Lease Agreement as a result of such destruction or damage, and upon such
termination, neither party shall have any liability to the other. If no such
election is made, or if Genesis is not entitled to terminate this Agreement,
then the purchase contemplated herein shall be effected with no adjustment
except that the insurance award shall be assigned to Genesis and Genesis shall
receive a credit in the amount of any deductible.

                                  ARTICLE VIII
                              REMEDIES ON DEFAULT

    8.1  ET's Remedies. Except for any breaches waived in writing by ET, if
Genesis has breached any of its covenants or obligations under this Agreement
or has failed, refused or is unable to consummate the Closing by the date of
the Closing when and as required to do so hereunder, then ET shall have the
sole and exclusive right either:  (a) to bring an action seeking the specific
performance of the obligations of Genesis hereunder, or (b) to be paid an
amount equal to ten percent (10%) of the Consideration described in Section
2.2 above, as liquidated and agreed upon damages, in which case upon Genesis'
payment of such amount to ET, this Agreement shall terminate and the parties'
obligations hereunder shall become null and void.  It is agreed that the
provisions of this Paragraph 8.1 for liquidated and agreed upon damages are a
bona fide pre-estimate of actual damages and a provision for such, and are not
a penalty, the parties understanding that by reason of the withdrawal of the
Property from sale to the general


                                      -13-

<PAGE>
public at a time when other parties would be interested in purchasing the
Property, that Seller shall have sustained damages which will be substantial,
but will not be capable of determination with mathematical precision.
Therefore, this provision for liquidated and agreed upon damages has been
incorporated as part of this Agreement as a provision beneficial to both
parties and ET shall have no other remedies except as provided herein and
shall have no right to pursue or receive consequential or special damages.

    8.2  Genesis' Remedies.  Except for any breaches waived in writing by
Genesis, if ET has breached any of its covenants or obligations under this
Agreement or has failed, refused or is unable to consummate the Closing by the
date of the Closing when and as required to do so hereunder, then Genesis
shall have the sole and exclusive right either:  (a) to bring an action
seeking the specific performance of the obligations of ET hereunder, or (b) to
bring an action for actual damages, in which case this Agreement shall
terminate and the parties' obligations hereunder shall become null and void.
In no event shall Genesis have the right to pursue or to receive special or
consequential damages.


                                      -14-

<PAGE>
                                   ARTICLE IX
                                INDEMNIFICATION

    9.1  Indemnification by ET.  ET hereby, jointly and severally, indemnify
and agree to defend and hold harmless Genesis, and its officers, directors,
employees, agents and successors and assigns, and its general partners and any
officers, trustees, directors, employees, agents and successors and assigns of
such general partners ("Genesis Indemnitees"), from and against any and all
demands, claims, actions or causes of action, assessments, expenses, costs,
damages, losses and liabilities (including attorneys' fees and other charges)
which may at any time be asserted against or suffered by any Genesis
Indemnitee, the Property, or any part thereof whether before or after the date
of the Closing, as a result of, on account of or arising from (a) the failure
of ET to perform any of its obligations hereunder or the breach by ET of any
of its representations and warranties made herein, (b) events, contractual
obligations, acts or omissions of ET that occurred in connection with the
ownership or operation of the Property prior to the Closing, (c) damage to
property or injury to or death of any person or any claims for any debts or
obligations occurring on or about or in connection with the Property or any
portion thereof or with respect to the operation of the Property at any time
or times prior to the Closing, or (d) any obligation, claim, suit, liability,
contract, agreement, debt or encumbrance (other than Permitted Exceptions)
created, arising or accruing prior to the date of the Closing, regardless of
when asserted, relating to the Property or its operation, including, without
limitation, and all liabilities for federal or state income taxes or other
taxes, which shall not have been set forth or specifically described in this
Agreement or the Schedules and the Exhibits hereto, provided however, that
with respect to (b), (c) and (d) above, ET shall not be obligated to indemnify
the Genesis Indemnitees for those matters for which Genesis was otherwise
obligated under the Lease.  The obligations of ET under this Section 9.1 shall
survive the Closing for a period of twelve (12) months.

    9.2  Indemnification by Genesis.  Genesis hereby indemnifies and agrees to
defend and hold harmless ET and its officers, directors, employees, agents and
successors and assigns ("ET Indemnitees"), from and against any and all
demands, claims, actions or causes of action, assessments, expenses, costs,
damages, losses and liabilities (including attorneys' fees and other charges)
which may at any time be asserted against or suffered by any ET Indemnitee,
whether before or after the date of the Closing, as a result of, on account of
or arising from (a) the failure of Genesis to perform any of its obligations
hereunder or the breach by Genesis of any of its representations and
warranties made herein, (b) events, contractual obligations, acts or omissions
of Genesis that occurred in connection with the ownership of the Property
subsequent to the Closing, or (c) damage to property or injury to or death of
any person or any claims for any debts or obligations occurring on or about or
in connection with the Property or any portion thereof or with respect to the
operation of the Property at any time or times subsequent to the Closing.  The
obligations of Genesis under this Section 9.2 shall survive the Closing for a
period of twelve (12) months.


                                      -15-

<PAGE>
                                   ARTICLE X
                                    GENERAL

    10.1   Notices.

       (a) All notices, demands and requests required under this Agreement
shall be in writing.  All such notices, demands and requests shall be deemed
to have been properly given if hand delivered or if sent by, facsimile,
nationally recognized overnight delivery service, or United States registered
or certified mail, return receipt requested, postage prepaid, at the following
addresses:

        If to: ET:                            c/o ElderTrust
                                              Little Falls Center One
                                              2711 Centerville Road - Suite 108
                                              Wilmington, DE  19808
                                              Attention:  Michael R. Walker,
                                              Acting President
                                              Telephone:(302) 993-1022
                                              Facsimile:(302) 993-1023

                       With a copy to:        Hogan & Hartson L.L.P.
                                              8300 Greensboro Drive - Suite
                                              1100
                                              McLean, Virginia  22102
                                              Attention:  Lee E. Berner,
                                              Esquire
                                              Telephone:(703) 610-6137
                                              Facsimile:(703) 610-6200

        If to Genesis:                        c/o Genesis Health Ventures, Inc.
                                              101 East State Street
                                              Kennett Square, PA 19348
                                              Attention: Chief Executive
                                              Officer
                                              Telephone:(610) 925-6350
                                              Facsimile:(610) 925-4242
                                              Attention:Law Department
                                              Telephone:(610) 444-6350
                                              Facsimile:(610) 925-4242

                       with a copy to:        Blank Rome LLP
                                              One Logan Square
                                              Philadelphia, PA 19103-6998
                                              Attention: Matthew J. Comisky,
                                              Esquire
                                              Telephone:(215) 569-5678
                                              Facsimile:(215) 832-5678


                                      -16-

<PAGE>
    (b)   The parties may change the address to which such communications are
to be directed by giving written notice to the others in the manner provided
in this section.

    (c)   Notices, demands and requests shall be deemed sufficiently served or
given for all purposes hereunder (i) if hand delivered or sent by facsimile,
on the date of receipt; (ii) if sent by facsimile, upon confirmation and voice
confirmed, (iii) if sent by overnight delivery service, one (1) day following
the deposit with such delivery service; or (iv) if sent by registered or
certified mail, three (3) days following the deposit in any Post Office or
Branch Post Office regularly maintained by the United States Government.

    10.2   No Waiver.  No failure by a party to exercise and no delay in
exercising any right, power, privilege or discretion under this Agreement
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power, privilege or discretion hereunder preclude any other or
further exercise thereof or the exercise of any right, power, privilege or
discretion provided for herein; nor shall any waiver thereof be effective
unless in writing and signed by the party waiving the same.

    10.3   Benefit and Assignment.  No party hereto shall assign this
Agreement, in whole or in part, whether by operation of law or otherwise,
without the prior written consent of the other party, which consent shall not
be unreasonably withheld, and any purported assignment contrary to the terms
hereof shall be null, void and of no force and effect, provided that Genesis
may (i) assign this Agreement and its rights hereunder, to a corporation
partnership, limited liability company or other entity of which the entire
ownership interest is owned directly or indirectly by Genesis or its
affiliates without the consent of ET, or (ii) contribute the Property, or any
portion thereof, to a corporation, partnership, limited liability company or
other entity in exchange for 100% of the ownership interests in such entity;
no such assignment or contribution shall relieve ET of its obligations
hereunder.

       This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns as permitted
hereunder.  No person or entity other than the parties hereto is or shall be
entitled to bring any action to enforce any provision of this Agreement
against any of the parties hereto, and the covenants and agreements set forth
in this Agreement shall be solely for the benefit of, and shall be enforceable
only by, the parties hereto or their respective successors and assigns as
permitted hereunder.

    10.4   Governing Law.  This Agreement, the rights and obligations of the
parties hereto and any claims and disputes relating thereto shall be governed
by and construed under the laws of the State (but not including the choice of
law rules thereof).

    10.5   Entire Agreement Amendment.  This Agreement and the exhibits and
schedules hereto and the agreements referred to herein set forth the entire
agreement and understanding of the parties in respect of the transactions
contemplated hereby and supersede all prior agreements,


                                      -17-

<PAGE>
arrangements and understandings relating to the subject matter hereof.  No
amendment, change or modification of this Agreement shall be valid unless the
same is in writing and signed by the parties hereto.

    10.6   Counterparts/Facsimile Signature Pages.  This Agreement may be
executed in any number of counterparts and each such counterpart shall be
deemed to be an original, but all such counterparts together shall constitute
but one Agreement.  For purposes of binding the parties, signatures may be
exchanged by the use of facsimile and confirmed by live signatures circulated
immediately thereafter.

    10.7   Severability.  In case any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never
been contained herein.

    10.8   Miscellaneous.

       (a) Both parties participated in the drafting of this Agreement and no
presumptions shall arise by virtue of the identity of the draftsmen.

       (b) Delivery of the conveyancing instruments, the documents and/or the
consideration required hereunder of either party shall constitute good and
sufficient tender of performance of the terms hereof by the complying party.

       (c) Section and subsection headings contained in this Agreement are
inserted for convenience of reference only, shall not be deemed to be part of
this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.

       (d) The parties hereto represent and warrant to the other that neither
party has engaged the services of a broker or agent and no fees or commissions
are due or owing with respect to the transactions contemplated herein.

       (e) Genesis and ET shall consult with one another in advance concerning
the form and substance of any press release relating to this Agreement or the
transactions contemplated hereby; provided, however, that this obligation
shall not prohibit any party hereto from making any disclosure which is
necessary to fulfill such party's disclosure obligations imposed by law or
regulation.

       (f) Time is of the essence of this Agreement.  If any time period or
date ends on a day or time which is a weekend, legal holiday or bank holiday,
such period shall be extended to the same time on the next Business Day.


                                      -18-

<PAGE>
       (g) Should any provision of this Agreement require judicial
interpretation, it is agreed that the court interpreting or construing the
same shall not apply a presumption that the terms hereof shall be more
strictly construed against one party by reason of the rule of construction
that a document is to be construed more strictly against the party who itself
or through its agent prepared the same, it being agreed that the agents of all
parties have participated in the preparation of this Agreement.

       (h) Genesis and ET agree to execute and deliver such further documents
as are necessary or desirable to implement and accomplish the agreements and
terms of this Agreement.

       (i) Genesis and ET shall use commercially reasonable efforts to keep
confidential all information relating to the terms of this Agreement and all
information relating to the parties, their officers and directors (other than
information which is a matter of public knowledge or which has heretofore been
or is hereafter published in any publication for public distribution or filed
as public information with any governmental authority) and such information
shall not at any time be used for the advantage of, or disclosed to third
parties (other than the counsel, accountants, lenders of each of the parties
hereto and other parties necessary for the consummation of the transactions
contemplated herein).

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -19-

<PAGE>
    IN WITNESS WHEREOF, the parties hereto have executed and sealed this
Agreement as of the day and year first written above.

WITNESS:                  ET

                          ET-PHILLIPSBURG I, L.L.C., a Delaware limited
                          liability company

                          By:    ElderTrust Operating Limited Partnership,
                                 sole member

                                 By:     ElderTrust, general partner

___________________                      By: ________________________
                                               Name: Michael R. Walker
                                               Title: Acting President and
                                                      Chief  Executive
                                                             Officer

                                       Date:  September __________, 2003

                          GENESIS

                                 GERIATRIC AND MEDICAL SERVICES, INC.
                                 a New Jersey corporation

___________________                      By: ________________________
                                               Name: James V. McKeon
                                               Title: Senior Vice President

                                               Date:  September _________,
                                               2003

                                 GENESIS HEALTHCARE CORPORATION,
                                 a Pennsylvania corporation

___________________                      By: ________________________
                                               Name: James V. McKeon
                                               Title: Senior Vice President

                                               Date:  September _________,
                                               2003


                                      -20-

<PAGE>
                                    JOINDER

    The undersigned, as the parent corporation of GMS, hereby joins in the
execution of the foregoing Conveyance and Transfer Agreement as buyer and
agrees to perform, or cause the performance of all of the obligations of GMS
hereunder, provided, however, that upon the consummation of the Reorganization
the undersigned shall be released automatically from any and all obligations
under this Agreement without the need for notice, consent, acknowledgement or
the execution of further documentation.

                          GENESIS HEALTH VENTURES, INC.,
                          a Pennsylvania corporation

                          By: ____________________________
                                Name: James V. McKeon
                                Title: Senior Vice President

                          Date: September ________, 2003


                                      -21-

<PAGE>
                                List of Exhibits


                       Exhibit "A"      -      The Land

                       Exhibit "B"      -      Permitted Exceptions

                       Exhibit "C"      -      Definition of Reorganization

                       Exhibit "D"      -      Form of Special Warranty Deed

                       Exhibit "E"      -      Form of Bill of Sale

                       Exhibit "F"      -      Form of FIRPTA Affidavit

                       Exhibit "G"      -      Form of Assignment of Licenses,
                                               Permits  and Contracts

                       Exhibit "H"      -      Form of Assignment of Intangibles

                       Exhibit 3.1(d)   -      Schedule of Litigation

                       Exhibit 3.1(e)   -      Schedule of Non-Compliance Issues

                       Exhibit 3.1(j)   -      Environmental Disclosure Schedule

                       Exhibit 3.1(k)   -      Contract Rights

                       Exhibit 4.6      -      List of Required Consents from
                                               Genesis

                       Exhibit 5.2      -      List of Required Consents from ET


                                      -22-

<PAGE>
                                   Exhibit A

                                    The Land

Phillipsburg Center
Phillipsburg, NJ

All that certain tract or parcel of land and premises, hereinafter
particularly described, situate, lying and being in the Town of Phillipsburg
in the County of Warren and State of New Jersey, being more particularly
described as follows:

Tract I

    Beginning at a concrete monument situate North 27 degrees 30 minutes West,
518.70 feet from the intersection of the Easterly boundary line of Mill Street
a 40 feet wide street, and the Northerly boundary line of Congress Street a 50
feet wide street, such monument being the southeast corner of Lot 114;

    Thence (1) along the Easterly boundary line of Mill Street South 27
degrees 30 minutes East 165.00 feet to an iron pin, a corner of Lot 123B;

    Thence (2) by Lot 123B, South 63 degrees 30 minutes West 125.00 feet to a
corner in line of Griffith Alley a 20 foot wide alley;

    Thence (3) along the Easterly boundary line of Griffith Alley, North 27
degrees 30 minutes West 165.00 feet to a concrete monument, the Southwest
corner of Lot 114;

    Thence (4) by Lot 114 North 62 degrees 30 minutes 125.00 feet to the place
of beginning.

Tract II:

    Beginning at a concrete monument situated North 27 degrees 30 minutes West
236.00 feet from the intersection of the easterly boundary line of Wilbur
Avenue a 50' wide street and the northerly boundary line of Congress Street a
50' wide street;

    Thence (2) along the easterly boundary line of Wilbur Avenue North 27
degrees 30 minutes West, 325.00 feet to a concrete monument the southwest
corner of Lot 166;

    Thence (3) by Lot 166 North 62 degrees 30 minutes East 125.00 feet to a
concrete monument in the westerly boundary line of Griffith Alley a 20' wide
alley;

    Thence (4) by a line of Griffith Alley South 27 degrees 30 minutes East
325.00 feet to a concrete monument the northeast corner of Lot 180;


                                      -23-

<PAGE>
    Thence (5) by Lot 180 South 62 degrees 30 minutes West 125.00 feet to the
place of beginning.


                                      -24-

<PAGE>
                                   Exhibit B

                              Permitted Exceptions

1.      Special taxes or assessments, if any, for the year 2003 and subsequent
        years, not yet due and payable.

2.      General taxes and municipal taxes for the year 2003 and any subsequent
        years, not yet due and payable.

3.      Rights or claims of parties in actual possession of any or all of the
        property.

4.      Unrecorded easements, discrepancies or conflicts in boundary lines,
        shortage in area and encroachment which an accurate and complete survey
        would disclose.

5.      Public or private rights, if any, in such portion of the subject
        premises as may be presently used, laid out or dedicated in any manner,
        for street, highway or alley purposes.

6.      Right of way grants as set forth in Deed Book 1078 page 67.

7.      Subject to 15 foot set back as set forth in Deed Book 513 page 202.

8.      The following matters shown on a survey made by Bock & Clark National
        Surveyors Network, dated 9/27/1997, which disclosed the following:

        a.     Overhead wires traversing premises;

        b.     Set back and sight easements affecting Lot 9 in Block 2419, as
               recorded in recorded in Deed Book 1026, page 96;

        c.     Chain line fence and hedge along Southeasterly sideline of Lot
               9 in Block 2419;

        d.     Setback  lines violated by building in Lot 9 Block 2420.


                                      -25-

<PAGE>
                                   Exhibit C

                         Description of Reorganization


                                      -26-

<PAGE>
                                   Exhibit  D

                                  Form of Deed


                                      -27-

<PAGE>
                                                      This instrument prepared
                                                      by:


                                              By: ____________________________

                                                      Matthew J. Comisky,
                                                      Esquire
                                                      Blank Rome LLP
                                                      210 Lake Drive East
                                                      Woodland Falls Corporate
                                                      Center
                                                      Cherry Hill, New Jersey
                                                      08002

                                              DEED


    This Deed is made on __________, 2003,

    Between [INSERT APPROPRIATE ET ENTITY], having its principal office at
2711 Centerville Road, Suite 108, Wilmington, Delaware  19808, hereinafter
referred to as the Grantor, and [INSERT APPROPRIATE GHV ENTITY], having its
principal office at 148 East State Street, Kennett Square, Pennsylvania
19348, hereinafter referred to as the Grantee.

        Transfer of Ownership.   The Grantor grants and conveys (transfers
ownership of) the property described below to the Grantee.  This transfer is
made for the sum of ______________________DOLLARS ($__________.00), and other
good and valuable consideration.  Grantor acknowledges receipt of this money
and the other good and valuable consideration.

        Tax Map Reference. (N.J.S.A. 46:15-2.1) Township of Phillipsburg
    Block No.             Lot No.

    _____No property tax identification number is available on the date of
this Deed. (Check box if applicable.)

        Property.   The property ("Property") consists of the land and all the
buildings and structures on the land in the Town of Phillipsburg, County of
Warren, State of New Jersey, being more particularly described on Exhibit "A"
attached hereto and made a part hereof.

        Promises by Grantor.   The Grantor promises that the Grantor has done
no act to encumber the property.  This promise is called a "covenant as to
grantor's acts" (N.J.S.A. 46:4-6). This promise means that the Grantor has not
allowed anyone else to obtain any legal rights which affect the property (such
as by making a mortgage or allowing a judgment to be entered against the
Grantor).


                                      -28-

<PAGE>
        Signatures.   This Deed is signed by the Grantor as of the date at the
top of the first page.


                                 [INSERT APPROPRIATE ET ENTITY]


                                 By: ____________________________

                                       Name: Michael R. Walker
                                       Title:  Acting President and
                                               Chief Executive Officer


    State of  ____________________________ :

                                           : ss.

    County of  ___________________________ :


        On this, the ______ day of May , 2003, before me a notary public, the
undersigned officer personally appeared Michael R. Walker, who acknowledged
himself to be the Acting President and Chief Executive Officer of [INSERT
APPROPRIATE ET ENTITY], and that as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by
signing the name of said entity by himself as such officer of said entity.

        IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                 _______________________________

                                 Notary Public

                                 My commission expires: ________


                                      -29-

<PAGE>
                                  EXHIBIT "A"

                            INSERT LEGAL DESCRIPTION


                                      -30-

<PAGE>
                                  Exhibit "E"

                              Form of Bill of Sale


                                      -31-

<PAGE>
                                  BILL OF SALE

THIS BILL OF SALE is made this ____ day of  ___________, 2003, by [INSERT
APPROPRIATE ET ENTITY] ("Seller") to [INSERT APPROPRIATE GHV ENTITY]
("Buyer").

    WHEREAS, pursuant that certain Conveyance and Transfer Agreement dated as
of September ____, 2003 (the "Transfer Agreement"), between Buyer and GENESIS
HEALTHCARE CORPORATION, a Pennsylvania corporation ("GHC"), as buyer
(collectively, "Genesis"), and Seller, Seller agreed to execute this Bill of
Sale.

    NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller hereby covenants and agrees as follows:

    1.  The foregoing recitals are incorporated by reference as if fully set
forth herein.

    2.  For and in consideration of Ten Dollars ($10.00) in hand paid and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and intending to be legally bound hereby, Seller does
hereby grant, sell, convey, transfer, assign, deliver and set over unto Buyer,
its heirs, executors, administrators and assigns, forever, all estate, right,
title, interest, claim and demand of Seller, if any, in and to any and all
personal property of every kind and nature, whether tangible or intangible and
including any fixtures and equipment (the "Personal Property"), which is
located on that certain parcel of land together with the buildings (each a
"Building") and the improvements thereon, commonly known as Phillipsburg
Center, located at 843 Wilbur Avenue, Phillipsburg, Warren County, New Jersey
and more particularly described on Exhibit "A" attached hereto and made a part
hereof, provided however, that the term Personal Property shall not include
personal property which is located in any Building and which is the personal
property of and belongs to a residential tenant who leases space in such
Building.

    3.  THE PERSONAL PROPERTY IS BEING SOLD AND TRANSFERRED TO BUYER "AS IS",
"WHERE IS", AND "WITH ALL FAULTS" AS OF THE DATE OF THIS BILL OF SALE, WITHOUT
ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITION, FITNESS FOR ANY
PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.
SELLER HAS ONLY LIMITED KNOWLEDGE OF THE CONDITION OF THE PERSONAL PROPERTY.
BUYER IS HEREBY ACQUIRING THE PERSONAL PROPERTY BASED SOLELY UPON BUYER'S OWN
INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THE PERSONAL PROPERTY AND NOT IN
RELIANCE ON ANY INFORMATION PROVIDED BY SELLER OR ANY OF ITS AGENTS OR
CONTRACTORS.  SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF
THE PERSONAL PROPERTY.  SELLER SPECIFICALLY DISCLAIMS


                                      -32-

<PAGE>
ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT,
EXPRESS OR IMPLIED, CONCERNING THE PERSONAL PROPERTY.

    IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed and
delivered as of the day and year first above written.


                          SELLER:


                          [INSERT APPROPRIATE ET ENTITY]



________________________________ By: ________________________________

                                         Name: Michael R. Walker
                                         Title: Acting President and
                                                Chief Executive Officer


                                      -33-

<PAGE>
                                  Exhibit "E"

                            Form of FIRPTA Affidavit


                                      -34-

<PAGE>
                      AFFIDAVIT OF NON-FOREIGN CITIZENSHIP

    Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person.  To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by the undersigned, the
undersigned hereby certifies the following:

    1.  [INSERT APPROPRIATE ET ENTITY]  ("Seller"), is not a foreign citizen,
foreign corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Regulations);

    2.  Seller's tax identification number is ___________________ ; and

    3.  Seller's office address is c/o ElderTrust, 2711 Centerville Road, Suite
108 Wilmington, DE  19808.

    Seller understands that this certification may be disclosed to the
Internal Revenue Service by the transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.

    Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct
and complete, and I further declare that I have authority to sign this
document on behalf of Seller.

    Signed this _______ day of September, 2003.


                          [INSERT APPROPRIATE ET ENTITY]


                          By: ___________________________

                                 Name: Michael R. Walker
                                 Title:  Acting President and
                                         Chief Executive Officer


Signed and sworn to before me on

this ____ day of September, 2003.


___________________________

Notary Public

My commission expires:


                                      -35-

<PAGE>
                                  Exhibit "G"

             Form of Assignment of Licenses, Permits and Contracts


                                      -36-

<PAGE>
                     QUITCLAIM ASSIGNMENT AND ASSUMPTION OF
                             LICENSES AND CONTRACTS

THIS ASSIGNMENT  is dated as of September ____, 2003, by [INSERT APPROPRIATE
ET ENTITY] ("Assignor") to [INSERT APPROPRIATE GHV ENTITY]  ("Assignee").

                              W I T N E S S E T H:

    This Assignment is made pursuant to that certain Conveyance and Transfer
Agreement dated as of September ____, 2003 (the "Transfer Agreement"), between
Assignee and GENESIS HEALTHCARE CORPORATION, a Pennsylvania corporation
("GHC"), as buyer (collectively, "Genesis"),  and Assignor,  wherein Assignor
agreed, among other things, to sell to Assignee that certain real property
commonly known as Phillipsburg Center, located at 843 Wilbur Avenue,
Phillipsburg, Warren County, New Jersey (the "Phillipsburg Facility").

    Assignor desires to assign and Assignee desires to assume whatever right
which Assignor may have in all agreements relating to the development,
construction and operation of the Phillipsburg Facility, which are assignable
including, without limitation, architect and construction contracts (including
plans and specifications), warranties, guaranties or other assurances relating
to the development, construction and operation of the Phillipsburg Facility,
agreements relating to the service and operation of the Phillipsburg Facility
and the Phillipsburg Land, such as service, property management, supply and
maintenance agreements, and agreements as to off-site improvements or access
that are likely to affect the Phillipsburg Property, including agreements
relating to pedestrian access, storm water management, road access and
improvements, stream preservation, forest remediation, environmental
remediation and monitoring, wetlands remediation and the like, if any, but not
including any contracts related to the occupancy and care of the Residents of
the Phillipsburg Facility, as such agreements are set forth on Exhibit 3.1(l)
of the Transfer Agreement (the "Phillipsburg Contract Rights").

    Assignor desires to assign and Assignee desires to assume whatever right
which Assignor may have in all licenses, franchises, privileges, permits,
approvals, authorizations, consents, certificates of need and similar
documents in connection with the right to use the land, construct and develop
the Phillipsburg Facility and operate the Phillipsburg Facility, including a
personal care license, all building permits and certificates of occupancy, all
variances, special exceptions and, if required, other zoning permits and
licenses, and all other permits, licenses and other authorizations issued in
any connection with the Property, as such permits, licenses and other
authorizations are defined in the Transfer Agreement (the "Phillipsburg
Licenses and Permits").

    NOW THEREFORE, in consideration of the mutual covenants set forth herein,
and  other good and valuable consideration, the parties hereto, intending to
be legally bound, agrees as follows:

    1.  Assignor hereby assigns, releases and quitclaims to Assignee all of
Assignor's right, title and interest, if any, in and to the Phillipsburg
Contract Rights and the Phillipsburg Licenses and


                                      -37-

<PAGE>
Permits, which are assignable, together with any and all extensions,
modifications and renewals thereof.

    2.  Assignee hereby assumes the duties and obligations of Assignor under
the Phillipsburg Contract Rights and Phillipsburg Licenses and Permits, which
are assignable, and in effect on the date hereof, which duties and obligations
arise and accrue as of the date hereof.

    3.  The foregoing assignment is made without representation and warranty as
to (i) the assignability of the any of the contracts and agreements and (ii)
Assignor's interest in any of the Phillipsburg Contract Rights and
Phillipsburg Licenses and Permits.

    4.  This Assignment shall be binding upon and inure to the benefit of
Assignor and Assignee, and their respective successors and assigns.

    5.  All capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Transfer Agreement.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -38-

<PAGE>
    IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have
duly executed this Assignment as of the day and year first above written.


                                   ASSIGNOR:

                               [INSERT APPROPRIATE ET ENTITY]



                               By: ___________________________

                                      Name: Michael R. Walker
                                      Title: Acting President and
                                             Chief  Executive Officer

                                   ASSIGNEE:

                               [INSERT APPROPRIATE GHV ENTITY]



                               By: ___________________________

                                      Name: James V. McKeon
                                      Title: Senior Vice President


                                      -39-

<PAGE>
                                  Exhibit "H"

                       Form of Assignment of Intangibles


                                      -40-

<PAGE>
                        ASSIGNMENT OF INTANGIBLE RIGHTS


    THIS ASSIGNMENT is dated as of September ____, 2003, by [INSERT
APPROPRIATE ET ENTITY] ("Assignor") to [INSERT APPROPRIATE GHV ENTITY]
("Assignee").

                             W I T N E S S E T H :

    WHEREAS, Assignor is on this date conveying to Assignee that certain real
property commonly known as Phillipsburg Center, located at 843 Wilbur Avenue,
Phillipsburg, Warren County, New Jersey, as more particularly described on
Exhibit "A" attached hereto and made a part hereof  (the "Property").

    WHEREAS, Assignor has agreed to assign to Assignee certain appurtenances,
documents, intangibles and other interests pertaining to the Property.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor does hereby assign,
remise, release and quit-claim unto Assignee all of Assignor's right, title,
interest, claim and demand, if any, in and to: (i) all easements, privileges,
rights-of-way, riparian and other water rights, lands underlying any adjacent
streets or roads, and appurtenances pertaining to or accruing to the benefit
of the Property, (ii) all zoning approvals, ordinances and/or resolutions,
subdivision bonds, building permits, site plans, governmental consents,
authorizations, variances, waivers, vested rights, permits and approvals,
environmental permits, environmental indemnities, architects' or engineers'
plans and drawings, utility agreements, development agreements, subdivision
covenants, percolation, soil, topographical and traffic studies or reports
performed by or at the request of Assignor or in the possession or control of
Assignor with respect to the Property, if any, including those Licenses and
Permits as defined in that certain Conveyance and Transfer Agreement dated as
of September ____, 2003 (the "Transfer Agreement"), between Assignee and
GENESIS HEALTHCARE CORPORATION, a Pennsylvania corporation ("GHC"), as buyer
(collectively, "Genesis"),  and Assignor, (iii) all General Intangibles (as
defined in the TransferAgreement) and Intangible Property (as defined in the
Transfer Agreement), and (iv) all other intangible rights whatsoever in any
way affecting or pertaining to the use, development or operation of the
Property.

    This Assignment is made by Assignor without representation or warranty of
any kind.


                                      -41-

<PAGE>
    IN WITNESS WHEREOF, this Assignment has been duly executed by the Assignor
as of the day and year first set forth above.


                               ASSIGNOR:


                               [INSERT APPROPRIATE ET ENTITY]



                               By: ___________________________

                                      Name: Michael R. Walker
                                      Title: Acting President and
                                             Chief  Executive Officer


                                      -42-

<PAGE>
                                 Exhibi 3.1(d)

                             Schedule of Litigation


                                     None.


                                      -43-

<PAGE>
                                 Exhibit 3.1(e)

                       Schedule of Non-Compliance Issues


                                     None.


                                      -44-

<PAGE>
                                 Exhibit 3.1(j)

                        Environment Disclosure Schedule


                                     None.


                                      -45-

<PAGE>
                                 Exhibit 3.1(k)

                                Contract Rights


                                      None


                                      -46-

<PAGE>
                                  Exhibit 4.6

                     List of Required Consents from Genesis


                              Wachovia Bank, N.A.


                                      -47-

<PAGE>
                                  Exhibit 5.2

                       List of Required Consents from ET


      1.  Wachovia Bank, N.A.


                                      -48-