<PAGE>
                                                          Exhibit M(vi)

<PAGE>
                       CONVEYANCE AND TRANSFER AGREEMENT
                                   (Meridian)


    THIS CONVEYANCE AND TRANSFER AGREEMENT (this "Agreement") is made this
11th day of September, 2003, between MERIDIAN HEALTHCARE, INC., a Pennsylvania
corporation ("Meridian"), and GENESIS HEALTHCARE CORPORATION, a Pennsylvania
corporation ("GHC"), as buyer (collectively, "Genesis"), and ELDERTRUST
OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership ("ETOP") and ET
MERIDIAN GENERAL PARTNER, L.L.C., a Delaware limited liability company ("ET
Company") as seller (ET Company, ET Partnership (as hereinafter defined) and
ET Limited Partner are sometimes hereinafter referred to collectively as
"ET").

                              W I T N E S S E T H:

    WHEREAS, pursuant to the terms of the Master Agreement (as defined below),
Genesis has agreed to acquire and ET has agreed to convey to Genesis all the
ownership interests in the entity known as ET Sub-Meridian Limited Partnership
L.L.P., a Virginia limited liability partnership ("ET Partnership"); and

    WHEREAS, ET Company is the sole general partner of ET Partnership and ETOP
is the sole member of ET Company; and

    WHEREAS, ETOP is the sole limited partner of ET Partnership; and

    WHEREAS, ET Partnership is the tenant under those certain prime leases set
forth on Schedule A attached hereto (the "Prime Leases"), pursuant to which ET
Partnership leases from those entities identified as the "Landlords" on
Schedule A (the "Meridian Landlords") those certain skilled nursing facilities
identified as the "Facilities" on Schedule A (the "Meridian Facilities"); and

    WHEREAS, ET Partnership is the sublandlord and Meridian is the subtenant
under those subleases set forth on Schedule B (the "Subleases"), pursuant to
which the ET Partnership subleases the Facilities to Meridian; and

    WHEREAS, as a result of the foregoing, ETOP and Genesis have agreed that
ETOP shall: (i) convey to Meridian all of ETOP's membership interests in and
to the ET Company, as the general partner of the ET Partnership, and (ii)
assign to Meridian all of ETOP's interest as the limited partner in and to the
ET Partnership, so that upon the completion of (i) and (ii), Meridian will be
the sole member of ET Company, the general partner of ET Partnership, and
Meridian will be the sole limited partner of ET Partnership.

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


                                      -1-

<PAGE>
                                   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:

    "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 October 15,
2003, or such earlier date as shall be designated by written notice from ET to
Genesis at least ten (10) Business Days prior to such settlement and agreed
upon by Genesis, provided that in the event that the settlement does not occur
on or before October 15, 2003, the settlement shall be such later date as
shall be designated by written notice from ET to Genesis at least ten (10)
Business Days prior to such settlement, provided further that the settlement
shall occur no 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
Facilities, 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 Facilities, agreements relating to the service and operation of the
Facilities 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 Facilities, 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
Facilities.

    "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


                                      -2-

<PAGE>
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.

    "Existing Debt" shall mean the obligations of the ET Partnership under the
Existing Loan Documents.

    "Existing Loan Documents" means the MHC Notes (as that term is defined in
the Master Agreement).

    "Facility" or "Facilities" shall mean the "Meridian Facilities" as defined
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..

    "GHV" shall means Genesis Health Ventures, Inc., a Pennsylvania
corporation.

    "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 Facilities; or (iv) the presence of which on
the Facilities causes or threatens to cause a nuisance upon the Facilities or
to other properties or poses a hazard to the health or safety of persons on or
about the Facilities; 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.

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


                                      -3-

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

    "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 Facilities
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 Facilities; (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 Facilities; (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.

    "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 Facilities and operate the Facilities, 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 Facilities, and all other permits,
licenses and other authorizations issued in any connection with the
Facilities.

    "Limited Partnership Interest" shall mean the entire interest of ETOP as
the limited partner in ET Partnership.

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

    "Membership Interest" shall mean all of ETOP's membership interest in ET
Company.

    "Ownership Interests" shall mean the Membership Interest and the Limited
Partnership Interest.

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

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

    "Prime Leases" shall have the meaning set forth in the recitations.


                                      -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 Facilities.

    "State" shall mean the Commonwealth of Pennsylvania.

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

    "Title Company" shall mean Lawyers Title Insurance Corporation.

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


                                      -5-

<PAGE>
                                   ARTICLE II
                            CONVEYANCE AND TRANSFER


    2.1  Conveyance and Transfer.  ET agrees to convey to Genesis the Ownership
Interests as follows:

       (a)  ETOP, as the sole member of ET Company, agrees to convey and
transfer the Membership Interest to Meridian and Meridian agrees to acquire
and accept the Membership Interest from ETOP in accordance with the terms
hereof and pursuant to an Assignment of Membership Interests set forth as
Exhibit "D" hereto.

       (b)  ETOP agrees to assign the Limited Partnership Interest to Meridian
and Meridian agrees to accept the Limited Partnership Interest from ET in
accordance with the terms hereof and pursuant to the Assignment and Assumption
of Limited Partnership Interest set forth as Exhibit "E" hereto.

       (c)  Upon execution and delivery of the assignments described in 2.1(a)
and 2.1(b) above, Meridian will be the sole member of ET Company, the general
partner of ET Partnership, and will be the sole limited partner of ET
Partnership.

    2.2  Consideration.  The consideration for the transfer of the Ownership
Interests, as aforesaid, is Eighteen Million Dollars ($18,000,000.00) (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.

                                  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


                                      -6-

<PAGE>
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 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.   Except as identified on Exhibit 5.2, no other
consents are necessary to convey title to the Ownership Interests to Genesis
in accordance with the terms hereof.

       (c)  Existing Loan Documents. Prior to or contemporaneously with the
execution of this Agreement, ET has provided to Genesis true, correct and
complete copies of all material Existing Loan Documents, all of which have
been initialed by ET for identification purposes.  To ET's knowledge, ET has
performed all of its obligations under the Existing Loan Documents, there is
no default or facts which with the giving of notice and passage of time could
become an event of default under such Existing Loan Documents, and ET has not
received written notice of the existence of any default or facts which with
the giving of notice and passage of time could become an event of default
under such Existing Loan Documents.  ET will use commercially reasonable
efforts to provide to Genesis, as soon as reasonably practicable after the
execution of this Agreement, true, correct and complete copies of the non-
material Existing Loan Documents which were not previously provided to
Genesis.  The aggregate outstanding balance of the obligation under the
Existing Loan Documents is $11,271,897.67 as of June 30, 2003, for which the
ET Partnership will remain obligated after the Closing (the "Existing Debt").

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

       (e)  Litigation.  There is no pending, to ET's knowledge threatened and
ET has received no written notice of any 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 Facilities, the ownership of the
tenant's interest in the Prime Leases, or the ownership of the Ownership
Interests, except as set forth on Exhibit 3.1(e).

       (f)  Compliance with Laws.  To ET's knowledge, the current use of the
Facilities does not violate any ordinance, law, regulation or order 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
Ownership Interests.

       (g)  Taxes.  To the knowledge of ET, there are no current municipal
improvement or like assessments against the Facilities, 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


                                      -7-

<PAGE>
any proposed increase in the assessed valuation or rate of taxation. ET
Partnership and ET Company have paid all federal, state and local income,
business privilege or excise taxes and have filed all federal or state tax
returns and filings required to be made and there are no outstanding tax
liabilities, penalties or levies except for current year taxes not yet due and
payable.  ET will remain responsible for the filing of all required tax
returns and for the payment of all outstanding taxes accrued against ET and
its Ownership Interests through the Closing Date.

       (h)  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 Facilities.

       (i)  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 Facilities 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 Facilities, or any part thereof.

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

       (k)  Environmental Matters.  Except as set forth in Exhibit 3.1(k)
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 Facilities which requires remediation under applicable Environmental Laws,
(ii) used the Land 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 Facilities 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 Facilities.

       (l)  Contract Rights.  Exhibit 3.1(l) 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 Facilities.  For purposes of
Exhibit 3.1(l) Contract Rights shall not be construed to include any RLAs or
any of the Permitted Exceptions; except as set forth on Exhibit 3.1(l), each
of the Contract Rights relates only to the Facilities and not to any property
other than the land and improvements constituting the Facilities, 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(l), neither ET, nor to ET's knowledge, any other
party thereto has breached or defaulted under the terms of any Contract
Rights.

       (m)  Licenses and Permits.  Excluding those Licenses and Permits held
directly by


                                      -8-

<PAGE>
Genesis as operator of the Facilities, to the knowledge of ET, ET has all
Licenses and Permits as are necessary for the owner of the leasehold interest
in the Facilities to own, occupy and use such Facilities as they are currently
being used, and, to the knowledge of ET, ET is not in violation of any
Licenses and Permits relating to the Facilities and all Licenses and Permits
relating to the Facilities are in full force and effect.

       (n)  Utilities.  To ET's knowledge, public utilities ("Public
Utilities"), of adequate capacity are installed in, and are duly connected to,
the Facilities 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 Facilities of similar size and design; and
that to ET's knowledge, no amounts due and owing with respect to the
Facilities in connection with utilities, insurance, assessments or other
charges customarily prorated in real estate transactions have been outstanding
more than thirty (30) days.

       (o)  Operations.  During the pendency of this Agreement, ET shall not:
(a) sell or dispose of the Facilities, 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 Facilities, or (d) modify any
of the Existing Loan Documents or fail to make any payment under or comply
with any provision of any of the Existing Loan Documents.

       (p)  Ownership Interests.  ETOP is the sole owner of the Membership
Interests and the Ownership Interests and has good and marketable title to
such Ownership Interests, free and clear of any liens, claims, security
interests and other encumbrances; the Membership Interests are the only equity
of ET Company and the Ownership Interests are the only equity interests in ET
Partnership owned by ETOP or any other party; ETOP has not granted any option,
entered into any agreement, contract, commitment or understanding with respect
to any of the Ownership Interests or made any assignment of any of the
Ownership Interests. Neither ET Company nor ET Partnership own any interest in
any partnership, proprietorship, corporation, limited liability company or
joint venture.

       (q)  Actions out of Ordinary Course.  ETOP has not, and has not caused
ET Company to, and neither ET Company or ET Partnership has, taken any action
or failed to take any action (i) outside the ordinary course of business of ET
Partnership or ET Company and (ii) which could have a material adverse effect
on ET Company or ET Partnership or the operations of those entities.

       (r)  Other Businesses.  Neither ET Company nor ET Partnership conducts
any business other than the ownership and operation of the Facilities and all
incidental and ancillary activities related thereto.  The Facilities and all
operating accounts and other assets pertaining to the Facilities are the sole
assets of ET Company and ET Partnership.

       (s)  Partnership Agreement.  Prior to or contemporaneously with the
execution of this Agreement, ET has provided to Genesis true, correct and
complete copies of the Partnership


                                      -9-

<PAGE>
Agreement with respect to ET Partnership and the operating agreement with
respect to ET Company, together with all amendments, if any, and all
agreements or assignments transferring membership interests, if any, and the
certificates of organization filed for ET Partnership and ET Company.

       (t)  Financial Statements.  The financial statements of the Partnership
dated July 31, 2003, and previously provided to Genesis fairly and accurately
reflect the assets, liabilities and financial condition of ET Partnership as
of the date prepared.  Notwithstanding the foregoing, as of the Closing Date,
the ET Partnership shall have no other liabilities or financial obligations
except as set forth on Exhibit 3.1(t).  All "intercompany" loans and/or debt
shall be paid off and satisfied in full prior to or at Closing hereunder.  In
addition, ET Company has no liabilities or financial obligations except as the
general partner of ET Partnership.

    As used herein, the term "knowledge" means the actual knowledge of Michael
R. Walker, D. Lee McCreary, Jr. and/or Kevin Smith, whom the ET Entities
represent 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 with the
exception of the representations and warranties contained in 3.1(e), (g) and
(i) above which shall survive Closing under this Agreement until the
expiration of any applicable statute of limitations with respect to actionable
items.

    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
Facilities 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 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.


                                      -10-

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

      (d) 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 six (6) months following the Closing.

    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
Facilities.  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.

                                   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 Facilities since the date hereof

    4.3  Title Insurance; Survey.  The Title Company shall have issued to
Genesis an ALTA leasehold title insurance policy effective as of the date of
the Closing or an unconditional commitment therefor insuring the leasehold
interest in the Facilities in an amount not less than the fair market value of
the leasehold interest in the Facilities, subject to no exceptions other than
(a) the Existing Loan Documents (or if appropriate, a lease or sublease with
Genesis Entity), (b) those easements, reservations and restrictions (but
specifically excluding any monetary liens and/or encumbrances) existing as of
September 3, 1998, (c) those survey matters existing as of September 3, 1998,
and (d) the Permitted Exceptions.  Genesis hereby agrees to accept coverage
similar to that obtained by ET in 1998 unless Genesis determines to file of
record evidence of the leases (e.g., a memorandum of lease).  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 Facilities, showing no encroachments on the Facilities
or from the Facilities onto an adjacent property, or any other condition that
may adversely affect the title thereto or the value thereof, in


                                      -11-

<PAGE>
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 Facilities 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, with no modification of the
Existing Loan Documents unless otherwise disclosed to and approved by 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.  In
addition, ET shall have provided to Genesis consents from Wachovia Bank, N.A.
to: (a) all of the lease modifications that are closing contemporaneously
herewith, and (b) the substitution of GHC in place of GHV as guarantor of each
of the foregoing leases.

    4.7  Violation of Environmental Law.  There shall exist no violation of any
Environmental Law not caused by Genesis or presence on the Facilities of any
Hazardous Material other than those brought on the Facilities 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 Facilities.

    4.10  Conduct of Business Pending Closing.  Between the date hereof and the
Closing, without GHV's prior written consent, ET will not, in its capacity as
a member or limited partner, or otherwise, cause ET Company or ET Limited
Partner to take any action (i) outside the ordinary course of business or (ii)
which could have a material adverse effect on ET Partnership or the operations
thereof.

                                   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:


                                      -12-

<PAGE>
    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 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 lenders, 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 ETOP:  At Closing, ETOP shall deliver or cause
to be delivered the following:

      (a) an Assignment of Membership Interests conveying all of ETOP's
interest in and to ET Company free and clear of all liens and encumbrances in
the form attached hereto as Exhibit "D";

      (b) an Assignment and Assumption Agreement pursuant to which ETOP shall
convey to Meridian all of ETOP's limited partnership interests in ET
Partnership free and clear of all liens and encumbrances, in the form attached
hereto as Exhibit "E";

      (c) a certification duly executed by ETOP under penalty of perjury,
setting forth ETOP's address and Federal tax identification number;

      (d) such assignment agreements as may be deemed necessary and
appropriate by Genesis and ET;

      (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.


                                      -13-

<PAGE>
      (g) ET shall deliver to Genesis (a copy of which shall be delivered at
least two Business Days prior to Closing for inspection by Genesis) an
estoppel certificate in recordable form executed by ET and the applicable ET
Entity addressed to Genesis and the applicable Genesis Entity certifying:  (i)
the then principal balance of the applicable Existing Loan Documents, (ii) the
dates through which all payments have been made with respect to the applicable
Existing Loan Documents, (ii) that there is no default or event of default
under the applicable Existing Loan Documents and that they are in full force
and effect, and (Iv) confirming that the appropriate Existing Loan Documents
are the only documents being assumed by the applicable Genesis Entity.

      (h) ET shall deliver to Genesis (a copy of which shall be delivered at
least two Business Days prior to Closing for inspection by GHV) an estoppel
certificate in recordable form executed by ET addressed to Genesis certifying:
(i) certifying the amounts of any monies on deposit under the lease or option
agreement, and (ii) certifying that there is no default or event of default
under the applicable lease and/or option agreement and that they are in full
force and effect.



    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) an Indemnification Agreement for the benefit of ET in the form
attached as Exhibit 6.3(b).

      (c) a release or termination of that certain Indemnification Consent and
Acknowledgment Agreement dated September 3, 1998, between GHV and ETOP.

      (d) 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 Facilities and fees related to the
consent of ET's lenders or fees related to the assumption of loans by Genesis
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 Subleases shall be made as of the Closing Date, and a statement setting
forth such adjustments shall be initialed


                                      -14-

<PAGE>
by the parties. In addition, all security deposits and any escrow reserves
which ET is holding shall belong to Genesis at Closing as part of its
acquisition.

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

    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 Facilities 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 Facilities and shall be deemed to waive
any right of ET which may arise upon the Reorganization between ET and GHV.
Effective as of the consummation of the Reorganization and conditioned upon
the receipt of any necessary lender consents and GHC's execution and delivery
to ET of a Back-Up Tax Indemnity substantially in the form of Exhibit B-8 to
the Master Agreement, ET shall release, and be deemed to have consented to the
release of, GHV as an indemnitor under the Back-Up Tax Indemnity.  Effective
as of the consummation of the Reorganization and conditioned upon the receipt
of any necessary lender consents and GHC's execution and delivery of a
replacement guaranty of sublease in form substantially identical to that
certain Guaranty of Sublease dated September 3, 1998, from GHV to ET
Partnership, ET Partnership shall release, and be deemed to have consented to
the release of, GHV as the guarantor of the Sublease.

                                  ARTICLE VII
                           CONDEMNATION; DESTRUCTION

    7.1  Condemnation of the Land.  If after the date hereof and prior to the
Closing all or a material part of the Land and/or the improvements thereon is
taken by eminent domain or condemnation (or sale in lieu thereof) such that
the operation of a skilled nursing facility on the Land in the present form or
the Facilities' 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


                                      -15-

<PAGE>
condemnation, shall be effected with no further adjustment except that the
condemnation award shall be assigned to Genesis.

    7.2  Destruction of Facilities; Risk of Loss.  The Land and/or the
Facilities thereon are to be held at the risk of ET until Closing.  In the
event of any substantial destruction or damage to the Facilities, 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(a) 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 Facilities from sale to the general public at a time when other parties
would be interested in purchasing the Facilities, 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.

                                   ARTICLE IX
                                INDEMNIFICATION


                                      -16-

<PAGE>
    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
Facilities, 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 ET Company, ET Partnership and/or the Facilities
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 Facilities or any portion thereof or with respect to the
operation of the Facilities at any time or times prior to the Closing, or (d)
any obligation, claim, suit, liability, or obligation under any contract,
agreement, debt or encumbrance (other than Permitted Exceptions) determined,
arising or accruing prior to the date of the Closing, regardless of when
asserted, relating to ET Company, ET Partnership and/or the Facilities or
their operations, 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 Sublease.
The obligations of ET under this Section 9.1 shall survive the Closing for a
period of twelve (12) months, except as events, contractual obligations,
litigation, payment of taxes and other acts or omissions of ET that occurred
in connection with the ownership or operation of ET Company, ET Partnership
and/or the Facilities prior to the Closing, which shall survive the Closing
for the applicable statutory period.

    9.2  Indemnification by Genesis.  Subject to the qualifications set forth
in this Section 9.2, 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 or operation of ET Company, ET
Partnership and/or the Facilities 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 Facilities or any
portion thereof or with respect to


                                      -17-

<PAGE>
the operation of the Facilities 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.

                                   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:             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: 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

      (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.


                                      -18-

<PAGE>
      (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 Facilities, 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, 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.


                                      -19-

<PAGE>
    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) GHV 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.

      (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


                                      -20-

<PAGE>
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 Entities and the ET Entities executing this Agreement agree
for themselves 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).

      (j) GHV agrees to use commercially reasonable efforts to obtain the
written consent of the landlords under the Meridian 7 Leases to the release of
ETOP as indemnitor under that certain Indemnification Agreement made as of
September 3, 1998, by ETOP in favor of the persons and entities listed on
Exhibit B thereto, and to the substitution of GHC as the indemnitor thereunder
in place of ETOP (the "Meridian 7 Owners Consent").  Upon the closing of
transactions under this Agreement, and through and until the occurrence of the
Reorganization, GHV and GHC agree to execute and deliver to ETOP an indemnity
agreement in the form attached to the Master Agreement as Exhibit "B-8" (the
"Back-Up Tax Indemnity") which will provide for GHV and GHC to indemnify ETOP
for any loss or damage it may suffer in connection with its obligations under
the Tax Indemnity Agreement as a result of any actions of GHV and/or GHC, and
which will release ETOP from its indemnification obligations to GHV under that
certain Indemnification Consent and Acknowledgment Agreement between ETOP and
GHV dated September 3, 1998 (the "1998 Tax Indemnity").  Upon the
Reorganization, without the need for any further action or confirmation, ETOP
hereby acknowledges and agrees that GHV shall be released and relieved of all
obligations under the Back-Up Tax Indemnity, which shall then be null and
void, and unenforceable, as against GHV, but shall remain in full force and
affect solely as against GHC; provided, however, that nothing herein shall
affect or modify the release of ETOP under the 1998 Tax Indemnity as
aforesaid.


                                      -21-

<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 MERIDIAN GENERAL PARTNER, 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



                          ELDERTRUST OPERATING LIMITED
                          PARTNERSHIP, a Delaware limited partnership

                          By:    ElderTrust, General Partner



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


                                 Date:  September _____, 2003


                                      -22-

<PAGE>
                                    GENESIS


                               MERIDIAN HEALTHCARE, INC.,
                               a Pennsylvania corporation



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



                               GENESIS HEALTHCARE CORPORATION,
                               a Pennsylvania corporation



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


                                  Date: September _____, 2003


                                      -23-

<PAGE>
                                    JOINDER

The undersigned, as the parent corporation of Meridian, 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
Meridian 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



                                LIST OF EXHIBITS

             Exhibit "A"    -       The Land
             Exhibit "B"    -       Permitted Exceptions
             Exhibit "C"    -       Definition of Reorganization
             Exhibit "D"    -       Form of Assignment of Membership Interest
             Exhibit "E"    -       Form of Assignment of Limited Partnership
                                    Interest
             Exhibit 3.1(c)         Existing Loan Documents
             Exhibit 3.1(e)         Schedule of Litigation
             Exhibit 3.1(k)         Environmental Disclosure Schedule
             Exhibit 3.1(l)         Contract Rights
             Exhibit 3.1(t)         ET Partnership Liabilities and Financial
                                    Obligations
             Exhibit 4.6            List of Required Consents from Genesis
             Exhibit 5.2            List of Required Consents from ET
             Exhibit 6.3(b)         Form of Indemnification Agreement


                                      -24-

<PAGE>
             Schedule A     -       Schedule of Prime Leases
             Schedule B     -       Schedule of Subleases


                                      -25-
<PAGE>
                                                                       EXHIBIT A
<PAGE>


                                    The Land

    Corsica Hills
    Centreville, MD

    BEGINNING FOR THE SAME at a concrete monument found in the northernmost
corner of the lands of Maryland National Bank, Trustees (See C.W.C. 39/155).
Said beginning point further being the beginning point for Parcel No. 1 of
that conveyance from Dewey H. McMann to Maryland National Bank, Trustees by
deed dated December 31, 1968 and recorded among the Land Record Books for
Queen Anne's County, Maryland, in Liber C.W.C. 39, folio 155 aforesaid. Said
beginning point further being designated as Monument A of block C as shown on
the Revised Plat of Corsica Hills, prepared by Walter E. Woodford, Jr. in
September of 1956;

    THENCE, leaving the beginning point so fixed and binding on the division
line between the Maryland National Bank, Trustees lands and the herein
described lands, South 49 degrees 36 minutes 57 seconds West 188.00 feet to an
iron pipe set;

    THENCE, leaving the Maryland National Bank lands and continuing the same
course 7.99 feet to the center line of Turpin's Branch;

    THENCE, with the center line of said Branch and the southeastern most mean
high water line of Corsica River, the twenty-two (22) following courses and
distances,

    North 44 degrees 49 minutes 46 seconds West 14.87 feet to a point,
    North 48 degrees 34 minutes 54 seconds West 52.57 feet to a point,
    North 53 degrees 41 minutes 02 seconds West 72.26 feet to a point,
    North 46 degrees 50 minutes 31 seconds West 48.38 feet to a point,
    North 68 degrees 58 minutes 45 seconds West 80.03 feet to a point,
    North 39 degrees 19 minutes 30 seconds West 146.67 feet to a point,
    North 48 degrees 40 minutes 42 seconds West 73.30 feet to a point,
    North 40 degrees 11 minutes 41 seconds West 91.73 feet to a point,
    North 31 degrees 59 minutes 49 seconds West 47.17 feet to a point,
    North 06 degrees 50 minutes 51 seconds West 43.35 feet to a point,
    North 63 degrees 14 minutes 30 seconds East 55.68 feet to a point,
    North 23 degrees 57 minutes 23 seconds East 74.99 feet to a point,
    South 65 degrees 37 minutes 04 seconds East 35.18 feet to a point,
    South 69 degrees 37 minutes 03 seconds East 21.34 feet to a point,
    South 70 degrees 01 minutes 47 seconds East 53.96 feet to a point,
    North 89 degrees 20 minutes 00 seconds East 59.11 feet to a point,
    North 74 degrees 57 minutes 02 seconds East 62.94 feet to a point,
    North 56 degrees 02 minutes 51 seconds East 105.67 feet to a point,
    North 41 degrees 31 minutes 56 seconds East 106.99 feet to a point,
    North 30 degrees 42 minutes 47 seconds East 59.85 feet to a point,
    North 28 degrees 41 minutes 56 seconds East 132.34 feet to a point, and


                                      -26-

<PAGE>
    North 17 degrees 33 minutes 15 seconds East 78.06 feet to a point.

     THENCE, leaving the aforementioned mean high water line of the Corsica
River and running for six (6) new lines of division through the lands of Olivia
Cann Carter and Clayton C. Carter, Successor Trustee for Eugene Clayton Cann
(see S.S. 7/110), South 55 degrees 11 minutes 00 seconds East 207.03 feet to an
iron pipe set in the northwestern side of a 50 foot radius cul-de-sac at the
terminus of Armstrong Street Extended as hereby proposed, passing in transit a
concrete monument set 50.00 feet from the end thereof;

    THENCE, binding on the northeasternmost right-of-way line of the proposed
Armstrong Street Extended, along the arc of a curve to the right, a distance
of 120.59 feet, said curve having a radius of 50.00 feet and scribed by a
chord of South 76 degrees 05 minutes 19 seconds East 93.42 feet to a point of
reverse curvature;

    THENCE, binding on the arc of a curve to the left, a distance of 21.03
feet, said curve having a radius of 25.00 feet and scribed by a chord of South
31 degrees 05 minutes 19 seconds East 20.41 feet to a point of tangency and
still with the northeastern most right-of-way line of Armstrong Street, a 50
foot wide right-of-way, South 55 degrees 11 minutes 00 seconds East 429.10
feet to a point of curvature;

    THENCE, binding on the arc of a curve to the right, a distance of 115.89
feet, said curve having a radius of 125.28 feet and scribed by a chord of
south 28 degrees 41 minutes 00 seconds East 111.80 feet to a point of
tangency;

    THENCE, South 02 degrees 11 minutes 00 seconds East 15.00 feet to a
concrete monument set at the northwestern most corner of Lot No. 10 of Block B
as shown on the aforementioned Revised Plat of Corsica Hills;

    THENCE, with the division line between Lot No. 10 aforesaid and the herein
described lands, South 02 degrees 11 minutes 00 seconds East 200.00 feet to a
concrete monument set in the northernmost right-of-way line of U.S. Route 213;

    THENCE, leaving Block B of Corsica Hills and binding on said right-of-way,
South 87 degrees 49 minutes 00 seconds West 50.00 feet to a concrete monument
set at the southeasternmost corner of Lot No. 1 of Block C as shown on the
aforementioned Revised Plat of Corsica Hills;

    THENCE, leaving the northernmost right-of-way line of Route 213 and
binding on the outline of Block C as shown on the aforementioned plat the six
(6) following courses and distances, North 02 degrees 11 minutes 00 seconds
West 200.00 feet to a concrete monument set, South 87 degrees 49 minutes 00
seconds West 110.00 feet to a point, South 80 degrees 25 minutes 00 seconds
West 129.00 feet to a point, South 65 degrees 14 minutes 00 seconds West
136.38 feet to a point, South 57 degrees 48 minutes 00 seconds West 121.71
feet to a point and South 48 degrees 12 minutes 00 seconds West 185.22 feet to
the place of beginning. Containing in all 12.053 acres of land more or less,
as survey by J.R. McCrone, Jr., Inc., Registered Professional Engineers and
Land Surveyors in January of 1975.


                                      -27-

<PAGE>
    Heritage Center
    Dundalk, MD

    BEGINNING for the same on the North side of German Hill Road at the corner
of Lot No. 6 running thence Westerly along the German Hill Road 204.96 feet to
the whole outline of the property conveyed to the Cityco Realty Company by
Ambrose Hessler thence Northerly along said outline 450.66 feet to Lot No. 38
thence Easterly along Lot No. 38, 207.93 feet to Lot No. 7 thence Southerly
along Lots Nos. 7 and 6, 491.13 feet to the place of beginning.

    BEING known and designated as Lot No. 5 on a Plat entitled "Beverly Farms"
which plat is recorded among the Plat Records of Baltimore County in Plat Book
W.P.C. No. 4, folio 80.

    The improvements thereon being known as No. 7308 German Hill Road.

    SAVING AND EXCEPTING THEREFROM all that strip of land of irregular
dimensions containing 0.1764 acres, more or less, which was granted and
conveyed by August H. Koch and Catherine Koch, his wife, to Baltimore County,
Maryland, for the widening of German Hill Road by Deed dated March 5, 1964 and
recorded among the Land Records of Baltimore County in Liber R.R.G. 4276,
folio 285; reference to which Deed and Plat attached thereto is made for a
more complete description thereof.

    La  Plata Center
    La Plata, MD

    Beginning for the same at a point in the south right-of-way line of
Maryland Route 225 leading from La Plata to Indian Head - 25 feet from the
center line thereof, said point marking the northeast corner of the lot owned
by Elmer W. Davis (Deed Liber 454, folio 295); running thence with said Route
225 South 88 degrees 48 minutes 16 seconds East 10.00 feet to a point; thence
leaving Route 225 and running South 02 degrees 33 minutes 10 seconds West
200.36 feet to a point; thence with a curve to the right whose radius is
1600.00 feet, tangent is 281.98 feet, delta is 19 degrees 59 minutes 25
seconds and whose length is 558.23 feet to the P.T.; thence South 89 degrees
04 minutes 29 seconds West 629.21 feet to a point; thence North 00 degrees 55
minutes 31 seconds West 550.00 feet to a point in the outline of the entire
tract; thence with said outline North 89 degrees 04 minutes 29 seconds East
498.16 feet to a point; thence South 88 degrees 48 minutes 16 seconds East
250.64 feet to a point marking the southeast corner of the above mentioned
Elmer W. Davis lot; thence with said lot North 02 degrees 33 minutes 10
seconds East 200.13 feet to the point of beginning, containing (9.00) acres,
more of less, as more particularly indicated as Parcel "A" on a plat recorded
in Plat Liber 32, folio 132 among the Plat Records of Charles County,
Maryland.

    TOGETHER WITH the benefit of an easement for water and sewerage over and
through the hereinafter described parcel:

    BEGINNING for the same at a point in the south right-of-way line of
Maryland Route 225 leading from La Plata to Indian Head - 25 feet from the
center line thereof, said point


                                      -28-

<PAGE>
marking the northeast corner of Lot 1 "Hawthorne Springs" Subdivision (Plat
Book 7, folio 59) ; running thence with said Route 225 North 89 degrees 10
minutes 11 seconds East 38.91 feet to the Northwest corner of the lot owned by
Wilson Bowling (Deed 164, folio 692) ; thence leaving said Route 225 and
running with the said Bowling lot South 00 degrees 47 minutes 30 seconds East
199.92 feet to a point in the north boundary line of Parcel "A"; running
thence with said Parcel "A" and binding thereon South 89 degrees 04 minutes 29
seconds West 39.72 feet to the southeast corner of the above mentioned Lot 1
"Hawthorne Springs", running thence with said lot North 00 degrees 33 minutes
27 seconds West 199.98 feet to the point of beginning, containing 7861 sq.
ft., more or less, as more particularly indicated as Parcel "B" on a plat
recorded in Plat Liber 32, folio 132 among the Plat Records of Charles County,
Maryland.

    Multi-Medical Center
    Towson, MD

    PARCEL A:

    BEGINNING for the same at the intersection of the westernmost side of the
York Road with the center line of an avenue 40 feet wide, said place of
beginning being at the distance of 76 feet north 18 degrees 10 minutes east
from a stone marked SA heretofore planted in the third line of the land which
by deed dated May 14, 1894 and recorded among the Land Records of Baltimore
County in Liber L.M.B.  No. 205 folio 22, etc. was conveyed by the Safe
Deposit and Trust of Company of Baltimore to the Trustees for Sheppard Asylum
and running thence bounding on the center line of said Avenue the five
following courses and distances, viz: north 59 degrees 26 minutes west 252.4
feet, north 48 degrees 18 minutes west 50 feet, north 35 degrees 51 minutes
west 50 feet, north 12 degrees 12 minutes west 58.4 feet and north 03 degrees
35 minutes east 75 feet, thence running for a line of division now made south
67 degrees 23 minutes east 382.4 feet to the westernmost side of York Road,
and thence bounding on the westernmost side of York Road, south 18 degrees 10
minutes west 196.8 feet to the place of beginning. The improvements thereon
being known as No. 7700 York Road.

    PARCEL B:

    BEGINNING for the same at a stone marked S.A. heretofore planted a the
intersection of the westernmost side of York Road (66 feet wide) with the
third line of the land which by Deed dated May 14, 1894 and recorded among the
Land Records of Baltimore County in Liber L.M.B. No. 205, folio 22, etc. was
conveyed by The Safe Deposit and Trust Company of Baltimore to The Trustees of
Sheppard Asylum; and running thence for a line of division along said third
line North 78 degrees 22 minutes 32 seconds west 330.38 feet to a stone
heretofore planted in said third line, thence North 52 degrees 11 minutes 15
seconds west 7.46 feet and running thence for a line of division now made
North 17 degrees 05 minutes 17 seconds east 173.93 feet to the centerline of
Alta Vista road (40 feet wide) (Private Right-of-Way); and running thence
bounding on the centerline of said Road the three following courses and
distances, viz: South 41 degrees 33 minutes 52 seconds east 38.03 feet; South
54 degrees 00 minutes 52 seconds East 50.00 feet; South 65 degrees 18 minutes
19 seconds east 252.20 feet to the intersection of the centerline of Alta
Vista Road with the westernmost side of York Road, and thence bounding on the
westernmost side of York Road South 12 degrees 29 minutes 27 seconds west
76.00 feet to the place of beginning. Containing a total of 0.887 acres of
land, more or less. The improvements thereon being known as No. 7702 York
Road.


                                      -29-

<PAGE>
    TOGETHER WITH the benefit of an easement designated "Easement C" in an
Agreement dated October 9, 1984 and recorded among the aforesaid Land Records
in Liber 6816, folio 292 between Beulah F. Axley, et al., 7710 Partnership,
Multi-Medical Meridian Limited Partnership, which easement is over a parcel of
land described as follows:

    0.0721 Acre Parcel, Easement "C", Part of the Land of Beulah Firor Axley,
West of York Road, North of Said Joseph Hospital Road, Ninth Election
District, Baltimore County, Maryland.

    Beginning for the same at the beginning of the eighth or South 02 degrees
17 minutes East 74.46 foot line of the land described in the Deed from Straw
Man, Inc. to Beulah Firor Axley, dated August 8, 1972 and recorded among the
Land Records of Baltimore County in Liber E.H.K., jr. 5291, folio 251, said
beginning point being on the center line of the forty foot avenue referred to
in said deed, running thence binding on said center line and on the outlines
of said land, three courses: (1) South 02 degrees 08 minutes 20 seconds East
74.52 feet, (2) South 17 degrees 54 minutes 52 seconds East 58.40 feet, and
(3) South 41 degrees 33 minutes 52 seconds East 11.97 feet, thence binding on
the eleventh line of the aforementioned land and on a part of the twelfth line
thereof, two courses: (4) South 17 degrees 05 minutes 17 seconds West 20.04
feet, and (5) North 57 degrees 51 minutes 50 seconds West 10.28 feet to a
point on the southwest side of forty foot avenue herein referred to, thence
binding on the southwest and west side of said avenue, three courses: (6)
North 41 degrees 33 minutes 52 seconds West 16.72 feet, (7) North 17 degrees
54 minutes 52 seconds West 65.36 feet, and (8) North 02 degrees 08 minutes
20 seconds West 77.29 feet, and thence, (9) North 87 degrees 51 minutes 40
seconds East 20.00 feet to the place of beginning.

    Containing 0.0721 of an acre of land.

    Severna Park Center
    Severna Park, MD

    BEGINNING for the same at the end of the 2nd or South 74 degrees 56
minutes 02 seconds East, 444.02 foot line of a conveyance from Stephen Joseph
Szewczyk to the Board of Education of Anne Arundel County, Maryland, by deed
dated April 30, 1969 and recorded among the Land Records of Anne Arundel
County, Maryland in Liber 2262, folio 553; said point of beginning being
further located at the end of the 3rd or North 67 degrees 07 minutes West
297.6 foot line of a conveyance from Lucy H. Saffield to Our Shepherd
Evangelical Lutheran Church by deed dated March 13, 1961, and recorded among
the Land Records of Anne Arundel County, Maryland in Liber 1461, folio 145;
thence from said place of beginning so fixed and with said last mentioned line
reversely, as now surveyed, South 74 degrees 55 minutes 08 East, 297.32 feet
to a point at the end of the 2nd or North 20 degrees 15 minutes East 1804.6
foot line of said conveyance; thence with part of said line, reversely, as now
surveyed, South 13 degrees 01 minute 08 seconds West, 1201.69 feet to a point;
thence running through Our Shepherd Evangelical Lutheran Church Property for a
line of division, North 74 degrees 55 minutes 08 seconds West, 278.24 feet to
a point in the 5th, or South 20 degrees 00 minutes 04 seconds West, 1005.47
foot line of a conveyance from Nettie Lee Walton and Louis O. Brenan to Thomas
O. Beall, et ux., by deed dated November 26, 1946 and recorded among the Land
Records of Anne Arundel County, Maryland in Liber 390, page 154; thence with
part of said line, reversely, as now surveyed North 11 degrees 57 minutes 51
seconds East, 204.44 feet to an iron pipe; thence still with the Beall
Property North 80 degrees 59 minutes 45 seconds


                                      -30-

<PAGE>
West, 4.83 feet to an iron pipe in the division line between the said Beall
Property and a conveyance from James E. Beall to Philip A. Grace, et ux., by
deed dated May 10, 1972 and recorded among the Land Records of Anne Arundel
County, Maryland in Liber 2489, page 746; thence with part of a boundary line
agreement between and among Philip A. Grace, et al., Medical Development
Associates, et al., and Our Shepherd Lutheran Church (formerly known as Our
Shepherd Evangelical Lutheran Church) dated April 30, 1981 and recorded among
the Land Records of Anne Arundel County, Maryland in Liber 3406, page 475;
North 12 degrees 23 minutes 13 seconds East, 200.29 feet to an iron pipe in
the division line between Philip A. Grace, et ux., property and a conveyance
form Russell B. Daywalt to Medical Development Associates by deed dated
September 19, 1974, and recorded among the Land Records of Anne Arundel
County, Maryland in Liber 2712, page 640; thence continuing with the
aforementioned boundary line agreement North 12 degrees 23 minutes 13 second
East 405.20 feet to a concrete monument found at the end of the 1st or South
67 degrees 09 minutes East, 434.12 foot line of the aforementioned conveyance
to Medical Development Associates; thence leaving Medical Development
Associates and with part of the aforementioned conveyance to the Board of
Education of Anne Arundel County, Maryland, North 12 degrees 27 minutes 50
seconds East, 392.87 feet to the place of beginning.  Containing 8.00 acres
according to a description prepared by J.R. McCrone, Jr., Inc., Registered
Professional Engineers and Land Surveyors in June, 1981.

    SAVING AND EXCEPTING therefrom, however, so much thereof as by Deed dated
October 18, 1990 and recorded among the Land Records of Anne Arundel County in
Liber 5206, folio 835 was granted and conveyed by Severna Associates Limited
Partnership unto Anne Arundel County, Maryland.

    TOGETHER WITH the benefit of easements established by Deed of Easement
dated June 10, 1981 and recorded among the Land Records of Anne Arundel County
in Liber 3421, folio 800 between Medical Development Associates, Severna
Associates Limited Partnership and Farmers National Bank of Maryland.

    Voorhees Center aka Cherry Hill Center
    Voorhees, NJ

    All that certain tract of land situate in the Township of Voorhees, County
of Camden, and State of New Jersey being described as follows:

    Beginning at a point on the southeasterly sideline of Evesham Road (Route
544), said point being located the following two courses from the intersection
of the center lines of Route 544 (66.0 feet wide) and Brendenwood Drive (50.0
feet wide):

    (a)  measuring along the center line of Route 544, north 70 degrees 19
minutes 48 seconds east a distance of 50.0 feet to a point; thence

    (b)  perpendicular to said center line of Route 544, south 19 degrees 40
minutes 12 seconds east a distance of 33.0 feet to the point of beginning;
thence


                                      -31-

<PAGE>
    (1)  measuring along the southeasterly sideline of Route 544 north 70
degrees 19 minutes 48 seconds east a distance of 691.13 feet to a point at the
northwesterly corner of Lot 6.3 lands now or formerly Township of Voorhees;
thence

    (2)  measuring along the westerly boundary of lands now or formerly of
Voorhees, south 09 degrees 00 minutes 00 seconds east a distance of 284.89
feet to a point; thence

    (3)  continuing along said westerly boundary of lands now or formerly of
Voorhees, south 42 degrees 46 minutes 00 seconds east a distance of 210.0 feet
to a point; thence

    (4)  continuing along said westerly boundary of said lands now or formerly
of Voorhees, south 03 degrees 00 minutes 00 seconds east a distance of 225.0
feet to a point; thence

    (5)  continuing along said westerly boundary of lands now or formerly of
Voorhees, south 47 degrees 00 minutes 00 seconds west a distance of 90.0 feet
to a point; thence

    (6)  continuing along said westerly boundary of land now or formerly of
Voorhees, north 81 degrees 00 minutes 00 seconds west, a distance of 58.29
feet to a point at the northeasterly corner of Lot 6.1 lands now or formerly
of the Township of Voorhees; thence

    (7)  along the northerly boundary of lands now or formerly of Voorhees
continuing on a course of north 81 degrees 00 minutes 00 seconds west a
distance of 166.71 feet to a point; thence

    (8)  continuing along said northerly boundary of lands now or formerly of
Township of Voorhees, south 71 degrees 30 minutes 00 seconds west a distance
of 401.19 feet to a point on the northeasterly sideline of Brendenwood Drive;
thence

    (9)  along the northeasterly sideline of Brendenwood Drive, north 19
degrees 40 minutes 12 seconds west a distance of 579.21 feet to a point;
thence

    (10)  curving to the right with a radius of 25.0 feet for an arc distance
of 39.27 feet (chord north 25 degrees 19 minutes 4 seconds east 35.36 feet) to
a point; thence

    (11)  north 19 degrees 40 minutes 12 seconds west a distance of 4.0 feet to
point and place of beginning.

    Lot 6 Block 210 on the tax map of the Township of Voorhees.

    This description is in accordance with a survey made by Bock and Clark's
National Surveyors Network, by George R. Buell, Registered Land Surveyor, N.J.
License # 40334, dated July 1, 1998 and revised to July 14, 1998.


                                      -32-

<PAGE>
    Westfield Center
    Westfield, NJ

    All that certain tract, lot and parcel of land lying and being in the Town
of Westfield, County of Union, and State of New Jersey, being more
particularly described as follows:

    Beginning at a point in the dividing line between lands now or formerly of
Schultz and Miller, said point being distant 109.07 feet on a course of north
34 degrees 35 minutes 50 seconds east from a point marked by an iron pipe on
the northeasterly sideline of Lamberts Mill Road, said pipe being distant
2352.83 feet as measured along the sideline of Lamberts Mill Road from the
southwesterly sideline of Rahway Avenue, said iron pipe being also distant
324.24 feet northwesterly from the northwesterly corner of formerly Andrew
DeBray; thence

    (1)  running along lands now or formerly of Schultz north 55 degrees 24
minutes 10 seconds west a distance of 258.93 feet to a point; thence

    (2)  still along Schultz south 38 degrees 24 minutes 20 seconds west a
distance of 176.72 feet to a point in the northeasterly sideline of Lamberts
Mill Road marked by an iron pipe; thence

    (3)  running along the sideline of Lamberts Mill Road north 69 degrees 21
minutes 30 seconds west a distance of 144.52 feet to a point; thence

    (4)  still running along said sideline north 54 degrees 41 minutes 30
seconds west a distance of 250.32 feet to a point, said point being also the
southeasterly corner of lands now or `formerly of Datchko; thence

    (5)  along the southeasterly line of Datchko north 38 degrees 06 minutes 30
seconds east a distance of 450.00 feet to a point, said point being the
northeasterly corner of lands of Datchko; thence

    (6)  along the northeasterly line of lands now or formerly of Datchko,
Lubik, and Garris north 54 degrees 41 minutes 30 seconds west a distance of
390.61 feet to a point marked by a concrete monument said point being the
southwesterly corner of Tract of land as shown on map entitled, "Map of
Berkshire Estates, Section #2," said map being filed in the Union County
Clerk's Office, said point being also the southwesterly corner of lands now or
formerly of Bauman; thence

    (7)  along and binding on the southeasterly line of lands shown on "Map of
Berkshire, Section #2," north 85 degrees 22 minutes 10 seconds east a distance
of 1067.13 feet to a point marked by a concrete monument, said point being the
line of lands now or formerly of the Roman Catholic Diocese of Newark; thence

    (8)  along lands of the Catholic Church south 38 degrees 24 minutes 20
seconds west a distance of 532.76 feet to a point; thence

    (9)  still along lands of the Catholic Church south 64 degrees 34 minutes
20 seconds east a distance of 236.04 feet to a point; thence


                                      -33-

<PAGE>
    (10)  still along lands of the Catholic Church and also along lands of now
or formerly Miller south 34 degrees 35 minutes 50 seconds west a distance of
426.82 feet to the point and place of beginning.

    Lot 41 Block 5402 on the tax map of the Town of Westfield.


                                      -34-
<PAGE>
                                                                       EXHIBIT B
<PAGE>

                              Permitted Exceptions

        NOTE:    Permitted Exceptions for all properties are subject to change
                 based upon updated title commitments and surveys.

        Corsica Hills
        Centreville, MD

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

2.      State and county real property 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.      Boundary Line Deed and Agreement dated January 23, 1975 and recorded
        among the Land Records of Queen Anne's County in Liber 90, folio 773 by
        and between The Town Commissioners of Centreville and Olivia Cann
        Carter, et al.

7.      Easement and Right of Way established by that certain Lease by and
        between Olivia Cann Carter, widow, and Clayton C. Carter, successor
        trustee for Eugene Clayton Cann and Medical Services Corporation dated
        February 1, 1975 and recorded among the aforesaid Land Records in Liber
        91, folio 1; said Lease was assigned to Corsica Hills Associates on
        August 1, 1977 recorded among the aforesaid Land Records in Liber 124,
        folio 460.

8.      Right of way granted to Delmarva Power & Light Company under Agreement
        dated October 20, 1983 and recorded among the aforesaid Land Records in
        Liber 209, folio 460.

9.      Rights of the United States of America, the State of Maryland and the
        public generally in and to so much of the lands as lies below the mean
        high water mark of the Corsica River and/or Turpin's Branch.

10.     Memorandum of Purchase Option by and between Michael J. Batza, Jr., et
        al and MHC Acquisition Corporation dated November 30, 1993 and recorded
        among said Land Records in Liber 447, folio 721; as amended by First
        Amendment to Purchase Option


                                      -35-

<PAGE>
        dated September 3, 1998; as assigned by Assignment of Option dated
        September 3, 1998 recorded in said Land Records in Liber 635, folio 107.

11.     Subject to terms and conditions of a Lease Agreement dated November 30,
        1993 between Corsica Hills Associates Limited Partnership, as lessor,
        and MHC Acquisition Corporation, as tenant, as amended and assigned.

12.     Subject to terms and conditions of a Sublease Agreement dated September
        3, 1998, between ET Sub-Meridian Limited Partnership, L.L.P., as
        lessor, and  Meridian Healthcare, Inc., as lessee.

13.     Deed of Trust and Security Agreement dated September 3, 1998 and
        recorded among said Land Records in Liber 635, folio 112 from Corsica
        Hills Associates Limited Partnership unto Richard Weidman, trustee for
        the benefit of German American Capital Corporation.

14.     Assignment of Leases and Rents dated September 3, 1998 and recorded
        among said Land Records in Liber 635, folio 180 between Corsica Hills
        Associates Limited Partnership and German American Capital Corporation.

15.     Financing Statement between Corsica Hills Associates Limited
        Partnership and German American Capital Corporation recorded on
        September 9, 1998 with the State Department of Assessments and Taxation
        as UCC Filing No. 0039100000025453.

16.     Four Party Subordination, Non-Disturbance and Attornment Agreement
        among Corsica Hills Associates Limited Partnership, ET Sub-Meridian
        Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
        American Capital Corporation.

17.     Assignment of Leases and Rents by ET Sub-Meridian Limited Partnership,
        L.L.P. to German American Capital Corporation

        Heritage Center
        Dundalk, MD

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

2.      State and county real property 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.


                                      -36-

<PAGE>
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.      Restrictions, covenants and conditions set forth in Deed dated June 5,
        1913 and recorded in the Land Records of Baltimore County in Liber WPC
        422, folio 89 from Citco Realty Company of Baltimore City unto John H.
        Howard, et ux.

7.      Deed and Agreement dated March 5, 1964 and recorded among the aforesaid
        Land Records in Liber 4276, folio 279 between August H. Koch, et ux.
        and Baltimore County, Maryland.

8.      Right of Way granted to Baltimore Gas and Electric Company under and
        Agreement dated February 10, 1963 and recorded among the aforesaid Land
        Records in Liber 4346, folio 423.

9.      Deed and Agreement dated June 3, 1980 and recorded among the aforesaid
        Land Records in Liber 6173, folio 1999 between Heritage Associates and
        Baltimore County, Maryland.

10.     Matters disclosed by ALTA/ASCM Land Title Survey by Dewberry & Davis
        dated June 12, 1998, as follows:

        a.     violation of zoning setback from the northerly property line by
               building located on the Land

        b.     encroachment by fence appurtenant to the property adjoining to
               the west onto the subject property

        c.     mislocated fence along the northerly property line

11.     Unrecorded Purchase Option by and between Heritage Associates Limited
        Partnership and Meridian Healthcare, Inc., as amended and assigned.

12.     Subject to terms and conditions of a Lease Agreement dated November 30,
        1993 between Heritage Associates Limited Partnership, as lessor, and
        MHC Acquisition Corporation, as tenant, as amended and assigned.

13.     Subject to terms and conditions of a Sublease Agreement dated September
        3, 1998, between ET Sub-Meridian Limited Partnership, L.L.P., as
        lessor, and  Meridian Healthcare, Inc., as lessee.

14.     Deed of Trust and Security Agreement dated September 3, 1998 and
        recorded among said Land Records in Liber 13137, folio 209 from
        Heritage Associates Limited Partnership unto Richard Weidman, trustee
        for the benefit of German American Capital Corporation.

15.     Assignment of Leases and Rents dated September 3, 1998 and recorded
        among said Land Records in Liber 13137, folio 277 between Heritage
        Associates Limited Partnership and


                                      -37-

<PAGE>
        German American Capital Corporation.

16.     Four Party Subordination, Non-Disturbance and Attornment Agreement
        among Heritage Associates Limited Partnership, ET Sub-Meridian Limited
        Partnership, L.L.P., Meridian Healthcare, Inc. and German American
        Capital Corporation.

17.     Assignment of Leases and Rents by ET Sub-Meridian Limited Partnership,
        L.L.P. to German American Capital Corporation

        La  Plata Center
        La Plata, MD

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

2.      State and county real property 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 granted to American Telephone and Telegraph Company under
        Agreement dated February 8, 1945 and recorded among the Land Records of
        Charles County, Maryland in Liber 81, folio 127.

7.      Indenture dated August 11, 1950 and recorded among the aforesaid Land
        Records in Liber 92, folio 278 from William F. Viering unto Southern
        Maryland Electric Cooperative, Inc.

8.      Easement reserved in Deed dated July 19, 1983 and recorded among the
        aforesaid Land Records in Liber 919, folio 151 from Edward S. Digges,
        personal representative of the Estate of J. Dudley Digges, Estate No.
        6307 and William F. Viering and Jean D. Viering unto Charlesmead
        Associates Limited Partnership.

9.      Right of Way granted to Southern Maryland Electric Cooperative, Inc.
        under Agreement dated July 25, 1983 and recorded among the aforesaid
        Land Records in Liber 928 folio 132.

10.     Terms, conditions, easements, restrictions and other criteria as shown
        on a Plat entitled "Land of  J. Dudley Digges, et al" which plat is
        recorded among the aforesaid Land Records in Plat Book 32, page 132.


                                      -38-

<PAGE>
11.     Matters disclosed by ALTA/ASCM Land Title Survey by Dewberrry & Davis
        dated June 22, 1998, as follows:

        a.     apparent easement for overhead electric lines along Maryland
               Route 225

        b.     encroachment by garden appurtenant to land now or formerly of
               George King unto the subject land

        c.     rights, if any, of property owners adjoining to the north in
               and to so much of the land as lies between the South 88 degrees
               48 minutes 16 seconds East 250.64 foot line and the fence
               inside that line

        d.     encroachment by fence appurtenant to the subject land onto
               property adjoining to the south

        e.     encroachment by macadam pavement onto property adjoining to the
               East

12.     Memorandum of Purchase Option recorded among said Land Records in Liber
        1883, folio 264; as amended by First Amendment to Purchase Option dated
        September 3, 1998; as assigned by Assignment of Option dated September
        3, 1998 recorded in said Land Records in Liber 2636, folio 353.

13.     Subject to terms and conditions of a Lease Agreement dated November 30,
        1993 between Charlesmead Meridian Limited Partnership, as lessor, and
        Meridian Healthcare, Inc., as tenant, as amended and assigned.

14.     Subject to terms and conditions of a Sublease Agreement dated September
        3, 1998, between ET Sub-Meridian Limited Partnership, L.L.P., as
        lessor, and  Meridian Healthcare, Inc., as lessee.

15.     Deed of Trust and Security Agreement dated September 3, 1998 and
        recorded among said Land Records in Liber 2636, folio 357 from
        Charlesmead Meridian Limited Partnership unto Richard Weidman, trustee
        for the benefit of German American Capital Corporation.

16.     Assignment of Leases and Rents dated September 3, 1998 and recorded
        among said Land Records in Liber 2636, folio 425 between Charlesmead
        Meridian Limited Partnership and German American Capital Corporation.

17.     Four Party Subordination, Non-Disturbance and Attornment Agreement
        among Charlesmead Meridian Limited Partnership, ET Sub-Meridian Limited
        Partnership, L.L.P., Meridian Healthcare, Inc. and German American
        Capital Corporation.

18.     Assignment of Leases and Rents by ET Sub-Meridian Limited Partnership,
        L.L.P. to German American Capital Corporation


                                      -39-

<PAGE>
        Multi-Medical Center
        Towson, MD

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

2.      State and county real property 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 granted to Consolidated Gas Electric Light and Power
        Company under and Agreement dated July 19, 1940 and recorded among the
        Land Records of Baltimore County in Liber 1116, folio 307.

7.      Right of Way granted to Consolidated Gas Electric Light and Power
        Company under and Agreement dated July 15, 1940 and recorded among
        aforesaid Land Records in Liber 1116, folio 307.

8.      Right of Way granted to Baltimore Gas and Electric Company under an
        Agreement dated December 20, 1955 and record among aforesaid Land
        Records in Liber 2852, folio 493.

9.      Right of Way granted to Baltimore Gas and Electric Company under an
        Agreement dated December 20, 1955 and recorded among aforesaid Land
        Records in Liber 2852, folio 493.

10.     Right of Way granted to Baltimore Gas and Electric Company under an
        Agreement dated July 11, 1972 and recorded among aforesaid Land Records
        in Liber 5298, folio 684.

11.     Deed and agreement dated September 25, 1972 and recorded among
        aforesaid Land Records in Liber 5329, folio 933 between Multi-Medical
        Convalescent and Nursing Center of Towson, the Equitable Trust Company
        and Baltimore County, Maryland.

12.     Agreement dated October 9, 1984 and recorded among aforesaid Land
        Records in Liber 6816, folio 292 between Beulah F. Axley, et al, 7710
        Partnership and Multi-Medical Meridian Limited Partnership.

13.     Matters disclosed by ALTA/ASCM Land Title Survey by Dewberry & Davis
        dated June 24, 1998, as follows:


                                      -40-

<PAGE>
        a.     encroachment onto the subject land by fence appurtenant to
               property adjoining to the north;

        b.     encroachment by stone wall appurtenant to the subject land into
               the right of way of York Road;

14.     Unrecorded Purchase Option by and between Multi-Medical Meridian
        Limited Partnership and Meridian Healthcare, Inc., dated November 20,
        1993, as amended and assigned.

15.     Subject to terms and conditions of a Lease Agreement dated November 30,
        1993 between Multi-Medial Meridian Limited Partnership, as lessor, and
        MHC Acquisition Corporation, as tenant, as amended and assigned.

16.     Subject to terms and conditions of a Sublease Agreement dated September
        3, 1998, between ET Sub-Meridian Limited Partnership, L.L.P., as
        lessor, and  Meridian Healthcare, Inc., as lessee.

17.     Deed of Trust and Security Agreement dated September 3, 1998 and
        recorded among said Land Records in Liber 13137, folio 129 from Multi-
        Medical Meridian Limited Partnership unto Richard Weidman, trustee for
        the benefit of German American Capital Corporation.

18.     Assignment of Leases and Rents dated September 3, 1998 and recorded
        among said Land Records in Liber 13137, folio 197 between Multi-Medical
        Meridian Limited Partnership and German American Capital Corporation.

19.     Financing Statement between Multi-Medical Meridian Limited Partnership
        and German American Capital Corporation recorded with the State
        Department of Assessments and Taxation in Liber 00023, folio 729, ID#
        0039100000025645.

20.     Four Party Subordination, Non-Disturbance and Attornment Agreement
        among Multi-Medical Meridian Limited Partnership, ET Sub-Meridian
        Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
        American Capital Corporation.

21.     Assignment of Leases and Rents by ET Sub-Meridian Limited Partnership,
        L.L.P. to German American Capital Corporation

        Severna Park Center
        Severna Park, MD

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

2.      State and county real property taxes for the year 2003 and any
        subsequent years, not yet due and payable.


                                      -41-

<PAGE>
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.      Deed of Easement and Agreement dated February 22, 1973 and recorded
        among the Land Records of Anne Arundel County in Liber 2577, folio 606
        between Our Shepherd Evangelical Lutheran Church and The Equitable Trust
        Company.

7.      Boundary Line Agreement dated April 30, 1981 and recorded among the
        aforesaid Land Records in Liber 3406, folio 475 between Philip A. Grace,
        et al., Capital Savings and Loan Association, Inc., Medical Development
        Associates, Farmers National Bank of Maryland, Our Shepherd Evangelical
        Lutheran Church and The Equitable Trust Company.

8.      Terms, conditions, easements, restrictions and other criteria as shown
        on Plat entitled "Minor Subdivision Plat of 11.98 ac. Our Shepherd
        Evangelical Lutheran Church Property" which h plat is recorded among
        said Land Records in Liber 3414, folio 388.

9.      Deed of Easement dated June 30, 1991 and recorded among the aforesaid
        Land Records in Liber 3421, folio 800 between Medical Development
        Associates, Severna Associates Limited Partnership and Farmers National
        Bank of Maryland.

10.     Oversized Connection Agreement No. X027114 dated September 25, 1981 and
        recorded among the aforesaid Land Records in Liber 3447, folio 586
        between Severna Associates Limited Partnership and Anne Arundel County,
        Maryland.

11.     Easements established by Deed dated September 25, 1981 and recorded
        among the aforesaid Land Records in Liber 3451, folio 37 between Medical
        Development Associates and Anne Arundel County, Maryland.

12.     Storm Water Management Facility Operation and Maintenance Agreement No.
        48 dated January 29, 1982 and recorded among the aforesaid Land Records
        in Liber 3487, folio 824 between Anne Arundel County, Maryland and The
        Equitable Trust Company.

13.     Right of Entry Permit dated November 20, 1989 and recorded among the
        aforesaid Land Records in Liber 4983, folio 888 between Severna
        Associates Limited Partnership and Anne Arundel County, Maryland.

14.     Terms, conditions, easements, restrictions and other criteria as shown
        on Plat entitled "Minor Subdivision Tax Map 31, Block 5, Parcels 115 &
        281, Severna Park" which plat is recorded among the aforesaid Land
        Records in Plat Book 133, page 20, Plat No. 6943.

15.     Memorandum of Purchase Option recorded among said Land Records in Liber
        6380, folio 661; as amended by First Amendment to Purchase Option dated
        September 3, 1998;


                                      -42-

<PAGE>
        as assigned by Assignment of Option dated September 3, 1998 recorded in
        said Land Records in Liber 635, folio 107.

16.     Subject to terms and conditions of a Lease Agreement dated November 30,
        1993 between Severna Associates Limited Partnership, as lessor, and MHC
        Acquisition Corporation, as tenant, as amended and assigned.

17.     Subject to terms and conditions of a Sublease Agreement dated September
        3, 1998, between ET Sub-Meridian Limited Partnership, L.L.P., as lessor,
        and Meridian Healthcare, Inc., as lessee.

18.     Deed of Trust and Security Agreement dated September 3, 1998 and
        recorded among said Land Records in Liber 8677, folio 037 from Severna
        Associates Limited Partnership unto Richard Weidman, trustee for the
        benefit of German American Capital Corporation.

19.     Assignment of Leases and Rents dated September 3, 1998 and recorded
        among said Land Records in Liber 8677, folio 106 between Severna
        Associates Limited Partnership and German American Capital Corporation.

20.     Four Party Subordination, Non-Disturbance and Attornment Agreement among
        Severna Associates Limited Partnership, ET Sub-Meridian Limited
        Partnership, L.L.P., Meridian Healthcare, Inc. and German American
        Capital Corporation.

21.     Assignment of Leases and Rents by ET Sub-Meridian Limited Partnership,
        L.L.P. to German American Capital Corporation

        Voorhees Center
        Voorhees, New Jersey

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

2.      Unpaid taxes, assessments, water and sewer charges, if any, 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.      Terms and conditions in grants in Deed Book 2789 page 547 to Public
        Service Electric and Gas Company.


                                      -43-

<PAGE>
7.      Terms and conditions in grants in Deed Book 4022 page 90 to Township of
        Voorhees.

8.      Terms and conditions in grants in Deed Book 4076 page 434 to Public
        Service Electric and Gas Company.

9.      Memorandum of Lease and Option to Purchase recorded in Deed Book 4662,
        page 561; Assignment of Option in Deed Book 4972, page 41; Assignment of
        Lease Agreement in Deed Book 4982, page 212; Memorandum of Lease,
        Sublease and Option recorded in Deed Book 4982, page 218.

10.     Subject to a 4 foot wide strip reserved for widening of Evesham Road as
        set forth in Deed Book 413, page 856.

11.     Survey mad by Bock & Clark's National Surveyors Network, by George R.
        Buell, Registered Professional Land Surveyor, dated July 1, 1998,
        revised to July 14, 1998 and revised to August 25, 1998, reveals the
        following;

        a.   fence along easterly line does not coincide with the property
             line;

        b.   utility poles with guys and overhead wires crossing the property

12.     Mortgage from Cherry Hill Meridian Limited Partnership to The First
        National Bank of Maryland dated September 3, 1998 recorded in Mortgage
        Book 4953, page 551.

13.     Assignment of Lessor's Interest in Leases (Lease) dated September 3,
        1998 recorded in Mortgage Book 4953, page 583.

14.     Assignment of Lessor's Interest in Leases (Sublease) dated September 3,
        1998 recorded in Mortgage Book 4953, page 591.

15.     Subordination, Non-Disturbance and Attornment Agreement (Lease) dated
        September 3, 1998 recorded September 14, 1998 in Mortgage Book 4953,
        page 599.

16.     Subordination, Non-Disturbance and Attornment Agreement (Sublease) dated
        September 3, 1998 recorded September 14, 1998 in Mortgage Book 4953,
        page 613.

17.     Mortgage from Cherry Hill Meridian Limited Partnership to The First
        National Bank of Maryland dated February 1, 1990, recorded March 1, 1990
        in Mortgage Book 3516, page 191, Clerk's Office, Camden County, New
        Jersey in the amount of $6,056,000; Assignment by New Jersey Economic
        Development Authority to and for benefit of Sovran Bank, N.A., trustee
        by instrument dated February 1, 1900 and recorded March 1, 1990 in
        Mortgage Book 3516 page 263; Subordination, Non-Disturbance and
        Attornment Agreement recorded in Mortgage Book 4114 page 125; Partial
        Release of Mortgage dated September 25, 1991 and recorded November 10,
        1991 in Release Book 198, page 460; Subordination, Non- Disturbance and
        Attornment Agreement dated September 3,


                                      -44-

<PAGE>
        1998 and recorded September 14, 1998 in Mortgage Book 4953 page 628;
        Subordination, Non-Disturbance and Attornment Agreement dated September
        3, 1998 and recorded September 14, 1998 in Mortgage Book 4953 page 642;
        Subordination, Non-Disturbance and Attornment Agreement dated September
        3, 1998 and recorded September 14, 1998 in Mortgage Book 4953 page 628;
        Subordination, Non-Disturbance and Attornment Agreement dated September
        3, 1998 and recorded September 14, 1998 in Mortgage Book 4953 page 657.

18.     Financing Statement 1573-98 - Cherry Hill Meridian Limited Partnership,
        debtor, and The First National Bank of Maryland, secured party; filed
        September 14, 1998 in the Camden County Clerk's Office and filed in the
        Secretary of State's Office on September 29, 1998 as #1862586.

19.     Financing Statement 1574-98 - Cherry Hill Meridian Limited Partnership,
        debtor, and The First National Bank of Maryland, secured party; filed
        September 14, 1998 in the Camden County Clerk's Office.

        Westfield Center
        Westfield, New Jersey

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

2.      Unpaid taxes, assessments, water and sewer charges, if any, 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.      Restrictions, covenants, reservations and easements as contained in Deed
        Book 421, page 15.

7.      Terms and conditions of Grants in Deed Book 182 page 225 to Halsey F.
        Northrup.

8.      Terms and conditions of Grants in Deed Book 437, page 378, Deed Book
        443, page 571 and Deed Book 518, page 188 to Northeastern Telephone and
        Telegraph Company.

9.      Terms and conditions of Grants in Deed Book 1113, page 529 to The
        Equator Realty Improvement Company, Inc.


                                      -45-

<PAGE>
10.     Public and private rights in any streams and/or drainage ditches
        transversing premises as designated on survey dated June 28, 1998 by
        Bock & Clark's National Surveyors Network, by George R. Buell, P.L.S.,
        New Jersey License #40334.

11.     Survey dated June 28, 1998 by Bock & Clark's National Surveyors Network,
        by George R. Buell, P.L.S., reveals the following encroachments:

        a.  anchor for utility pole encroaches onto subject property;

        b.  various 4 inch P.V.C. drainage pipe encroaches onto subject property
            along its border with Jobs 9, 10, and 11;

        c.  wire fence encroaches 0.54 feet onto subject property along Lot 9;

        d.  chain link fence encroaches 1.75 feet onto subject property along
            Lot 10;

        e.  wood shed encroaches 8.51 feet onto subject property along Lot 11;

        f.  4 foot wire fence encroaches onto subject property along Lot 12;

        g.  metal shed encroaches 25.39 feet onto subject property along Lot 15;

        h.  metal shed encroaches 0.30 feet onto subject property along Lot 16;

        i.  wood shed encroaches 0.58 feet onto subject property along Lot 39;

        j.  wood and wire fence encroaches 3.0 feet onto subject property along
            Lot 40.

12.     Memorandum of Lease and Option to Purchase set forth in Deed Book 4038,
        page 297; Assignment of Option Agreement recorded in Deed Book 4717,
        page 180.

13.     Memorandum of Lease, Sublease and Option dated September 3, 1998
        recorded November 10, 1998 in Union County's Clerk's Office as
        instrument no. 59568.

14.     Subject to terms and conditions of a Lease Agreement dated November 30,
        1993 between Westfield Meridian Limited Partnership, as lessor, and MHC
        Acquisition Corporation, as tenant, as amended and assigned.

15.     Subject to terms and conditions of a Sublease Agreement dated September
        3, 1998, between ET Sub-Meridian Limited Partnership, L.L.P., as lessor,
        and Meridian Healthcare, Inc., as lessee.

16.     Mortgage from Westfield Meridian Limited Partnership to German American
        Capital Corporation dated September 3, 1998 recorded in Mortgage Book
        6857, page 258.

17.     Assignment of Leases and Rents from Westfield Meridian Limited
        Partnership to German American Capital Corporation dated September 3,
        1998 recorded in Mortgage Book 6857, page 332.


                                      -46-

<PAGE>
18.     Financing Statement #8317 Westfield Meridian Limited Partnership,
        debtor, to German American Capital Corporation, secured party, filed
        September 14, 1998 in the Union County Clerk's Office and filed in the
        Secretary of State's Office on September 29, 1998.


                                      -47-
<PAGE>
                                                                     EXHIBIT "C"
<PAGE>

                          Definition of Reorganization


                                      -48-
<PAGE>
                                                                     EXHIBIT "D"
<PAGE>

                   Form of Assignment of Membership Interests


                                      -49-

<PAGE>
                      ASSIGNMENT AND ASSUMPTION AGREEMENT

    THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered as of this
____ day of _______________, 2003, by and between ELDERTRUST OPERATING LIMITED
PARTNERSHIP, a Delaware limited partnership (the "Assignor"), and MERIDIAN
HEALTHCARE, INC., a Pennsylvania corporation (the "Assignee").

                             W I T N E S S E T H :

    WHEREAS, Assignor and Assignee are parties to that certain Conveyance and
Transfer Agreement dated September ____, 2003 ("Meridian Conveyance
Agreement"), pursuant to which Assignor has agreed to convey and Assignee has
agreed to acquire all of Assignor's interests in ET Sub-Meridian Limited
Partnership, L.L.P., a Virginia limited liability partnership ("ET
Partnership"); and

    WHEREAS, Assignor is the sole member of ET Meridian General Partner,
L.L.C., a Delaware limited liability company ("ET Company"); and

    WHEREAS, ET Company is the general partner of ET Partnership; and

    WHEREAS, Assignor has agreed to assign to Assignee all of Assignor's
interest as the sole member in ET Company (the "Membership Interest") upon the
terms and conditions contained herein.

    NOW, THEREFORE, in consideration of the mutual covenants contained herein,
Assignor and Assignee hereby agree as follows:

    1.  Assignment. Assignor hereby sells, transfers, assigns, and conveys to
Assignee: (a) the Membership Interest, and (b) all of Assignor's right, title
and interest in and to those documents and agreements listed on Schedule A
attached hereto and made a part hereof by this reference.  Immediately after
the transfer of the Membership Interest to the Assignee, the Assignee shall be
entitled to all of the profits, losses and distributions allocated by ET
Company with respect to the Membership Interest, whether past or prospective
in nature.

    2.  Assumption. Assignee hereby assumes all rights and obligations of
Assignor under the Limited Liability Company Agreement of ET Meridian General
Partner, L.L.C. dated September 24, 2002.

    3.  Representations and Warranties. All of the representations and
warranties set forth in the Meridian Conveyance Agreement are incorporated by
reference as if originally set forth herein, subject to the survival
provisions set forth therein.

    4.  Notices. All notices, requests, demands, consents, and other
communications required or permitted to be given or made hereunder shall be in
writing and shall be deemed to have been duly given when delivered if hand-
delivered, sent by recognized overnight courier or mailed, certified first
class mail, postage prepaid, return receipt requested, to the party to whom
the same is


                                      -50-

<PAGE>
so given or made, at the address of such party as set forth below, which
address may be changed by notice to the other parties hereto duly given
pursuant hereto:

          if to Assignor, to:

                  ElderTrust Operating Limited Partnership
                  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 Assignee, to:

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

          with a copy to

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

    5.  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.


                                      -51-

<PAGE>
    6.  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.

    7.  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)  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.

      (c)  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.

      (d)  Assignor and Assignee agree for themselves to execute and deliver
such further documents as are necessary or desirable to implement and
accomplish the agreements and terms of this Agreement.

      (e)  All capitalized terms not defined herein shall have the same meaning
as defined in the Meridian Conveyance Agreement.

    8.  Binding Effect. This Assignment shall be binding upon and inure to the
benefit of the Assignors and the Assignees and their respective successors and
assigns.

    9.  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 of Delaware (but not including
the choice of law rules thereof).


                                      -52-

<PAGE>
      IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment and Assumption Agreement to be executed as of the day and year
first above written.


                          ASSIGNOR:
                          ---------
                          ELDERTRUST OPERATING LIMITED PARTNERSHIP, a
                          Delaware limited partnership

                          BY:   ElderTrust, General Partner

                                By:_____________________
                                     Name:
                                     Title:


                           ASSIGNEE:
                           ---------
                           MERIDIAN HEALTHCARE, INC., a Pennsylvania corporation

                           By:_____________________
                                Name:
                                Title:


                                 Schedule A to

                      Assignment and Assumption Agreement

1.  Three Party Agreement made as of September 3, 1998 among Corsica Hills
Associates Limited Partnership, Charlesmead Meridian Limited Partnership,
Multi-Medical Meridian Limited Partnership, Westfield Meridian Limited
Partnership, Heritage Associates Limited Partnership, Severna Associates
Limited Partnership, Cherry Hill Meridian Limited Partnership, ET Sub-Meridian
Limited Partnership, L.L.P. and Meridian Healthcare, Inc.

2.  a.   Four Party Subordination, Non-Disturbance and Attornment Agreement
made as of September 3, 1998 among Corsica Hills Associates Limited
Partnership, ET Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare,
Inc. and German American Capital Corporation

    b.   Four Party Subordination, Non-Disturbance and Attornment Agreement
made as of September 3, 1998 among Charlesmead Meridian Limited Partnership,
ET Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and
German American Capital Corporation




<PAGE>
    c.   Four Party Subordination, Non-Disturbance and Attornment Agreement
made as of September 3, 1998 among Multi-Medical Meridian Limited Partnership,
ET Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and
German American Capital Corporation

    d.  Four Party Subordination, Non-Disturbance and Attornment Agreement
made as of September 3, 1998 among Westfield Meridian Limited Partnership, ET
Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    e.  Four Party Subordination, Non-Disturbance and Attornment Agreement
made as of September 3, 1998 among Heritage Associates Limited Partnership, ET
Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    f.  Four Party Subordination, Non-Disturbance and Attornment Agreement
made as of September 3, 1998 among Severna Associates Limited Partnership, ET
Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

3.  a.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Corsica Hills)

    b.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (La Plata)

    c.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Multi-Medical)

    d.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Westfield)

    e.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Heritage)

    f.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Severna)

4.  a.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Corsica Hills)


                                      -54-

<PAGE>
    b.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (La Plata)

    c.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Multi-Medical)

    d.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Westfield)

    e.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Heritage)

    f.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Severna)

5.  Assignment of Lessor's Interest in Leases made as of September 3, 1998 by
ET Sub-Limited Partnership, L.L.P. in favor of The First National Bank of
Maryland

6.  Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P. and The First National Bank of Maryland
(Lease Agreement/Term Loan)

7.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of The First National Bank of
Maryland

8.  Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., The First National Bank of Maryland and
Meridian Healthcare, Inc. (Sublease Agreement/Term Loan)

9.  Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P. and The First National Bank of Maryland
(Lease Agreement/LOC Extension)

10. Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., The First National Bank of Maryland and
Meridian Healthcare, Inc. (Sublease Agreement/LOC Extension)

11. Subordination Agreement made as of September 3, 1998 among The First
National Bank of Maryland, Cherry Hill Meridian Limited Partnership, the
individuals designated on the


                                      -55-

<PAGE>
signature page thereto as Partner Sellers and ET Sub-Meridian Limited
Partnership, L.L.P. (regarding Purchase Option Agreement)

12. Lockbox Agreement dated as of September 3, 1998 among Cherry Hill Meridian
Limited Partnership, ET Sub-Meridian Limited Partnership, L.L.P., Meridian
Healthcare, Inc. and The First National Bank of Maryland.

13. Promissory Note dated September 3, 1998 by ET Sub-Meridian Limited
Partnership, L.L.P. to MHC Holding Company in the original principal amount of
$1,152,252

14. Promissory Note dated September 3, 1998 by ET Sub-Meridian Limited
Partnership, L.L.P. to MHC Holding Company in the original principal amount of
$16,551,724


                                      -56-
<PAGE>
                                                                     EXHIBIT "E"
<PAGE>

              Form of Assignment of Limited Partnership Interests


                                      -57-

<PAGE>
                      ASSIGNMENT AND ASSUMPTION AGREEMENT

    THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered as of this
____ day of _______________, 2003, by and between ELDERTRUST OPERATING LIMITED
PARTNERSHIP, a Delaware limited partnership (the "Assignor"), and MERIDIAN
HEALTHCARE, INC., a Pennsylvania corporation (the "Assignee").

                             W I T N E S S E T H :

    WHEREAS, Assignor and Assignee are parties to that certain Conveyance and
Transfer Agreement dated September ____, 2003 ("Meridian Conveyance
Agreement"), pursuant to which Assignor has agreed to convey and Assignee has
agreed to acquire all of Assignor's interests in ET Sub-Meridian Limited
Partnership, L.L.P., a Virginia limited liability partnership ("ET
Partnership"); and

    WHEREAS, Assignor is the sole limited partner of ET Partnership; and

    WHEREAS, Assignor has agreed to assign to Assignee all of Assignor's
interest as limited partner in ET Partnership (the "Limited Partnership
Interest") upon the terms and conditions contained herein.

    NOW, THEREFORE, in consideration of the mutual covenants contained herein,
Assignor and Assignee hereby agree as follows:

    1.  Assignment. Assignor hereby sells, transfers, assigns, and conveys to
Assignee: (a) the Limited Partnership Interest; and (b) all of Assignor's
right, title and interest in and those documents and agreements listed on
Schedule A attached hereto and made a part hereof by this reference.
Immediately after the transfer of the Limited Partnership Interest to the
Assignee, the Assignee shall be entitled to all of the profits, losses and
distributions allocated by ET Partnership with respect to the Limited
Partnership Interest, whether past or prospective in nature.

    2.  Assumption. Assignee hereby assumes all rights and obligations under
the Agreement of Limited Partnership of ET Sub-Meridian Limited Partnership,
L.L.P. dated August 7, 1998, as amended.

    3.  Representations and Warranties. All of the representations and
warranties set forth in the Meridian Conveyance Agreement are incorporated by
reference as if originally set forth herein, subject to the survival
provisions set forth therein.


    4.  Notices. All notices, requests, demands, consents, and other
communications required or permitted to be given or made hereunder shall be in
writing and shall be deemed to have been duly given when delivered if hand-
delivered, sent by recognized overnight courier or mailed, certified first
class mail, postage prepaid, return receipt requested, to the party to whom
the same is so given or made, at the address of such party as set forth below,
which address may be changed by notice to the other parties hereto duly given
pursuant hereto:


                                      -58-

<PAGE>
        if to Assignor, to:

               ElderTrust Operating Limited Partnership
               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 Assignee, to:

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

        with a copy to

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

    5.  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.


                                      -59-

<PAGE>
    6.  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.

    7.  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)  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.

      (c)  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.

      (d)  Assignor and Assignee agree for themselves to execute and deliver
such further documents as are necessary or desirable to implement and
accomplish the agreements and terms of this Agreement.

      (e)  All capitalized terms not defined herein shall have the same meaning
as defined in the Meridian Conveyance Agreement.

    8.  Binding Effect. This Assignment shall be binding upon and inure to the
benefit of the Assignors and the Assignees and their respective successors and
assigns.

    9.  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 of Virginia (but not including
the choice of law rules thereof).


                                      -60-

<PAGE>
      IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment and Assumption Agreement to be executed as of the day and year
first above written.


                    ASSIGNOR:

                    ELDERTRUST OPERATING LIMITED PARTNERSHIP, a
                    Delaware limited partnership

                    BY:   ElderTrust, General Partner

                          By:_____________________
                               Name:
                               Title:

                    ASSIGNEE:

                    MERIDIAN HEALTHCARE, INC., a Pennsylvania corporation

                          By:_____________________
                               Name:
                               Title:


                                      -61-

                                Schedule A to

                      Assignment and Assumption Agreement

1. Three Party Agreement made as of September 3, 1998 among Corsica Hills
Associates Limited Partnership, Charlesmead Meridian Limited Partnership,
Multi-Medical Meridian Limited Partnership, Westfield Meridian Limited
Partnership, Heritage Associates Limited Partnership, Severna Associates
Limited Partnership, Cherry Hill Meridian Limited Partnership, ET Sub-Meridian
Limited Partnership, L.L.P. and Meridian Healthcare, Inc.

2. a.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Corsica Hills Associates Limited Partnership, ET
Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    b.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Charlesmead Meridian Limited Partnership, ET
Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    c.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Multi-Medical Meridian Limited Partnership, ET
Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    d.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Westfield Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    e.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Heritage Associates Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    f.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Severna Associates Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

3. a.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Corsica Hills)

    b.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (La Plata)


                                      -62-

<PAGE>
    c.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Multi-Medical)

    d.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Westfield)

    e.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Heritage)

    f.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Severna)

4. a.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Corsica Hills)

    b.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (La Plata)

    c.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Multi-Medical)

    d.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Westfield)

    e.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Heritage)

    f.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Severna)

5. Assignment of Lessor's Interest in Leases made as of September 3, 1998 by
ET Sub-


                                      -63-

<PAGE>
Limited Partnership, L.L.P. in favor of The First National Bank of Maryland

6. Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P. and The First National Bank of Maryland
(Lease Agreement/Term Loan)

7. Assignment of Guaranty of Sublease made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of The First National Bank of
Maryland

8. Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., The First National Bank of Maryland and
Meridian Healthcare, Inc. (Sublease Agreement/Term Loan)

9. Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P. and The First National Bank of Maryland
(Lease Agreement/LOC Extension)

10. Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., The First National Bank of Maryland and
Meridian Healthcare, Inc. (Sublease Agreement/LOC Extension)

11. Subordination Agreement made as of September 3, 1998 among The First
National Bank of Maryland, Cherry Hill Meridian Limited Partnership, the
individuals designated on the signature page thereto as Partner Sellers and ET
Sub-Meridian Limited Partnership, L.L.P. (regarding Purchase Option Agreement)

12. Lockbox Agreement dated as of September 3, 1998 among Cherry Hill Meridian
Limited Partnership, ET Sub-Meridian Limited Partnership, L.L.P., Meridian
Healthcare, Inc. and The First National Bank of Maryland.

13. Promissory Note dated September 3, 1998 by ET Sub-Meridian Limited
Partnership, L.L.P. to MHC Holding Company in the original principal amount of
$1,152,252

14. Promissory Note dated September 3, 1998 by ET Sub-Meridian Limited
Partnership, L.L.P. to MHC Holding Company in the original principal amount of
$16,551,724


                                      -64-
<PAGE>
                                                                  EXHIBIT 3.1(c)
<PAGE>

                            Existing Loan Documents

Promissory Note dated September 3, 1998 by ET Sub-Meridian Limited
Partnership, L.L.P. to MHC Holding Company in the original principal amount of
$1,152,252

Promissory Note dated September 3, 1998 by ET Sub-Meridian Limited
Partnership, L.L.P. to MHC Holding Company in the original principal amount of
$16,551,724


                                      -65-
<PAGE>
                                                                  EXHIBIT 3.1(e)
<PAGE>

                             Schedule of Litigation


                                      None


                                      -66-
<PAGE>
                                                                  EXHIBIT 3.1(k)
<PAGE>

                       Environmental Disclosure Schedule


                                      None


                                      -67-
<PAGE>
                                                                  EXHIBIT 3.1(l)

                                Contract Rights

1. Three Party Agreement made as of September 3, 1998 among Corsica Hills
Associates Limited Partnership, Charlesmead Meridian Limited Partnership,
Multi-Medical Meridian Limited Partnership, Westfield Meridian Limited
Partnership, Heritage Associates Limited Partnership, Severna Associates
Limited Partnership, Cherry Hill Meridian Limited Partnership, ET Sub-Meridian
Limited Partnership, L.L.P. and Meridian Healthcare, Inc.

2. a.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Corsica Hills Associates Limited Partnership, ET
Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    b.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Charlesmead Meridian Limited Partnership, ET
Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    c.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September .3, 1998 among Multi-Medical Meridian Limited Partnership, ET
Sub-Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    d.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Westfield Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    e.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Heritage Associates Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

    f.  Four Party Subordination, Non-Disturbance and Attornment Agreement made
as of September 3, 1998 among Severna Associates Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., Meridian Healthcare, Inc. and German
American Capital Corporation

3. a.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Corsica Hills)

    b.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-


                                      -68-

<PAGE>
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (La Plata)

    c.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Multi-Medical)

    d.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Westfield)

    e.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Heritage)

    f.  Assignment of Leases and Rents made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Severna)

4. a.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Corsica Hills)

    b.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (La Plata)

    c.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Multi-Medical)

    d.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Westfield)

    e.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Heritage)

    f.  Assignment of Guaranty of Sublease made as of September 3, 1998 by ET
Sub-Meridian Limited Partnership, L.L.P. in favor of German American Capital
Corporation (Severna)


                                      -69-

<PAGE>
5. Assignment of Lessor's Interest in Leases made as of September 3, 1998 by
ET Sub-Limited Partnership, L.L.P. in favor of The First National Bank of
Maryland

6. Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P. and The First National Bank of Maryland
(Lease Agreement/Term Loan)

7. Assignment of Guaranty of Sublease made as of September 3, 1998 by ET Sub-
Meridian Limited Partnership, L.L.P. in favor of The First National Bank of
Maryland

8. Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., The First National Bank of Maryland and
Meridian Healthcare, Inc. (Sublease Agreement/Term Loan)

9. Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P. and The First National Bank of Maryland
(Lease Agreement/LOC Extension)

10. Subordination, Non-Disturbance and Attornment Agreement made as of
September 3, 1998 among Cherry Hills Meridian Limited Partnership, ET Sub-
Meridian Limited Partnership, L.L.P., The First National Bank of Maryland and
Meridian Healthcare, Inc. (Sublease Agreement/LOC Extension)

11. Subordination Agreement made as of September 3, 1998 among The First
National Bank of Maryland, Cherry Hill Meridian Limited Partnership, the
individuals designated on the signature page thereto as Partner Sellers and ET
Sub-Meridian Limited Partnership, L.L.P. (regarding Purchase Option Agreement)

12. Lockbox Agreement dated as of September 3, 1998 among Cherry Hill Meridian
Limited Partnership, ET Sub-Meridian Limited Partnership, L.L.P., Meridian
Healthcare, Inc. and The First National Bank of Maryland.


                                      -70-
<PAGE>
                                                                  EXHIBIT 3.1(t)
<PAGE>
              ET Partnership Liabilities and Financial Obligations

    Existing Debt - to remain a liability of ET Partnership following Closing.

    Security Deposits - to be credited against the purchase price to be paid
by Genesis or funded by ET to Genesis at Closing.  The amount of the credit
will be agreed upon by the parties as of the Closing Date.

    Voorhees Lockbox - Genesis will credit ET at Closing an amount equal to
the cash balance in the Voorhees lockbox account as of the Closing Date.  ET
agrees that such cash balance will be the minimum amount required to be left
in the account under the lockbox agreement with First National Bank of
Maryland.

    Prime Lease and Option Agreements - to remain a liability of ET
Partnership following the acquisition. To the extent the Closing occurs on a
date other than the first day of a month and Genesis has already paid sublease
rent for the month in which Closing occurs, then in such event Genesis will be
entitled to a credit for the prorated portion thereof.

    Administrative Fee - Following Closing, ET Partnership shall continue to
be obligated to pay the Administrative Fee to Fairmount Associates, Inc. in
the amount of $65,000.00 as set forth in the Three Party Agreement made as of
September 3, 1998 among Corsica Hills Associates Limited Partnership,
Charlesmead Meridian Limited Partnership, Multi-Medical Meridian Limited
Partnership, Westfield Meridian Limited Partnership, Heritage Associates
Limited Partnership, Severna Associates Limited Partnership, Cherry Hill
Meridian Limited Partnership, ET Sub-Meridian Limited Partnership, L.L.P. and
Meridian Healthcare, Inc.


                                      -71-
<PAGE>
                                                                     EXHIBIT 4.6

                     List of Required Consents from Genesis


                              Wachovia Bank, N.A.


<PAGE>
                                                                  EXHIBIT 6.3(b)

                       Form of Indemnification Agreement


                                      -74-

<PAGE>
                           INDEMNIFICATION AGREEMENT


    THIS INDEMNIFICATION AGREEMENT is made as of the ___ day of September, 2003,
by GENESIS HEALTH VENTURES, INC., a Pennsylvania corporation ("GHV"), and
GENESIS HEALTHCARE CORPORATION, a Pennsylvania corporation ("GHC"), each
having an address of 101 East State Street, Kennett Square, Pennsylvania 19348
(GHV and GHC are sometimes hereinafter referred to collectively as "Genesis"),
for the benefit of ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware
limited partnership, having an address of Little Falls Center One, 2711
Centerville Road - Suite 108, Wilmington, Delaware 19808 ("ETOP").



                                    RECITALS

    A.  On September 3, 1998: (i) Meridian Healthcare, Inc., a Pennsylvania
corporation ("MHI"), an affiliate of GHV, assigned to ET Sub-Meridian Limited
Partnership, L.L.P. ("ElderTrust"), an affiliate of ETOP, all of MHI's right
title and interest in and to leases affecting seven (7) skilled care nursing
homes located in Maryland and New Jersey (the "Facilities"), (ii) ElderTrust
subleased the Facilities back to MHI, and (iii) the fee owners of the
Facilities being seven (7) Maryland limited partnerships (the "Limited
Partnerships") entered into financing arrangements with German American
Capital Corporation ("GACC") aggregating $66,050,000 and involving six
separate loans for six of the Facilities, and with The First National Bank of
Maryland ("FNB") in the amount of $6,800,000 with respect to one of the
Facilities, and modify an arrangement under which FNB provides credit support
for a credit bond transaction (GACC and FNB are collectively called the
"Lenders"). The loans from the Lenders and the modifications of the bond
related transaction are collectively called the "Loans."  All of the matters
referred to in this recital are collectively called the "1998 Transaction."

    B.  As part of the 1998 Transaction, ETOP executed a certain ElderTrust
Indemnification Agreement dated September 3, 1998 (the "ET Indemnification
Agreement"), in favor of the ultimate principals of the Limited Partnerships
identified on Exhibit A attached hereto (the "Beneficiaries") indemnifying the
Beneficiaries against potential losses related to the deferral of substantial
Federal and State income tax liability resulting from a default under the
Loans.

    C.  As part of the 1998 Transaction, GHV executed a certain Secondary
Indemnification Agreement dated September 3, 1998, in favor of the
Beneficiaries that Genesis has advised ETOP is null and void as of the date
hereof as a result of that certain bankruptcy petition filed by GHV on June
22, 2000, with the Bankruptcy Court under Case No. 00 -2842 (PJW) seeking
protection under Chapter 11 of the bankruptcy laws of the United States

    D.  GHV and ETOP have entered into that certain Master Agreement dated
September 11, 2003 (the "Master Agreement"), pursuant to which, among other
things,


                                      -75-

<PAGE>
Genesis has agreed to provide indemnify ETOP as a result of any liability
arising under the ET Indemnification Agreement, pursuant to the terms and
conditions of this Agreement.

    NOW, THEREFORE, in consideration of the foregoing recitations and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, Genesis hereby agrees
as follows:

1.      Indemnification.

Subject to and except as provided in Section 1C below, Genesis jointly and
severally agrees to indemnify, defend and hold harmless ETOP from and against
any and all losses, liabilities, expenses, costs and obligations (including
reasonable attorney's fees and other professional charges) that ETOP may be
required to pay under the ET Indemnification Agreement.  Without limiting the
foregoing, if, at any time, ETOP or any of its affiliates shall become
obligated to pay any amounts under or any fees, costs or expenses relating to,
or otherwise to perform any obligation under, the ET Indemnification
Agreement, then promptly upon notice therof from ETOP to Genesis, Genesis
shall make any payments required to be made and/or perform any other
obligation otherwise required to be performed by ETOP.

Subject to and except as provided in Section 1C below, Genesis, joint and
severally, unconditionally promises and agrees that, if at any time, ETOP pays
any amounts required to be paid under the ET Indemnification Agreement, or
otherwise incurs any expenses in connection with a default, or failure to
perform, by ETOP under the ET Indemnification Agreement, then Genesis shall
pay to ETOP an amount equal to all amounts so paid and all other reasonable
costs or expenses so incurred not later than thirty (30) days after receipt
from ETOP of a demand therefore.

If: (i) any Beneficiary under the ET Indemnification Agreement or any person
acting on behalf of any such Beneficiary, shall have delivered or otherwise
made a demand for payment or performance by ETOP under the ET Indemnification
Agreement (a "Demand"), ETOP promptly shall deliver to Genesis a copy of such
Demand and (ii) Genesis shall notify ETOP within ten (10) Business  Days of
the receipt of the Demand from ETOP whether Genesis disputes the amount or
existence of the obligation as to which the Demand has been made, then so long
as Genesis is diligently and in good faith disputing such obligation, ETOP
shall refrain from paying or otherwise performing the alleged obligation,
provided that Genesis shall indemnify, defend and hold harmless ETOP and its
directors, officers, employees, affiliates, agents and assigns with from and
against losses, liabilities, costs, expenses and obligations (including
reasonable attorneys fees) resulting from or arising out of ETOP's compliance
with this Section 1C.  Notwithstanding the foregoing, ETOP may at any time
elect to pay the applicable Demand while Genesis is disputing an obligation,
in which event Genesis shall have no obligation under Section 1A or Section 1B
hereof with respect to such payment unless and until (a) Genesis ceases to
diligently and in good faith dispute the obligation or (b) the disputed
obligation is determined to be, in whole or in part, a valid obligation.
Genesis shall promptly (and in all events within two Business Days) pay to
ETOP, in the case of clause 1(C)(a), the aggregate amount paid by


                                      -76-

<PAGE>
Genesis, and in the case of clause 1(C)(b), the aggregate amount paid by ETOP
and determined to have been a valid obligation.

2.  Pennsylvania Law.  This Agreement and the rights and obligations of ETOP
and Genesis hereunder shall in all respects be governed by, and construed in
accordance with, the laws of the Commonwealth of Pennsylvania.

3.  Invalidity of Any Part.  If any provision or part of any provision of this
Agreement shall for any reason be held invalid, illegal, or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect
any other provisions or the remaining part of any effective provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal,
or unenforceable provision or part thereof had never been contained herein,
but only to the extent of its invalidity, illegality, or unenforceability.

4.  Amendment or Waiver.  This Agreement may be amended only by a writing duly
executed by Genesis and ETOP.  No waiver by ETOP or Genesis of any of the
provisions of this Agreement or any of the rights or remedies of ETOP or
Genesis, respectively, with respect hereto shall be considered effective or
enforceable unless in writing, duly executed by ETOP or Genesis.  Such waiver
or consent shall be effective only in the specific instance and for the
purpose for which it was given.

5.  Notices.  Any notice required or permitted by or in connection with this
Agreement shall be in writing and shall be made by hand delivery, by overnight
delivery service, or by certified mail, return receipt requested, postage
prepaid, addressed to ETOP or Genesis at the appropriate address set forth
above or to such other address as may be hereafter specified by written notice
by ETOP and Genesis.  Notice shall be considered given as of the date of
receipt.

6.  Binding Nature; Liability of GHV and GHC.

This Agreement shall inure to the benefit of and be enforceable by ETOP and
ETOP's successors and assigns, and shall be binding upon and enforceable
against Genesis and their successors and assigns.

Notwithstanding the foregoing, upon the "Reorganization" (as hereinafter
defined), GHV shall be fully and completely absolved and released from any and
all liability to ETOP hereunder, as if GHV were never a party to this
Agreement, and ETOP's sole recourse under this Agreement shall be solely and
exclusively limited to GHC.  For purposes hereof, the "Reorganization" shall
mean the events described in that certain press release issued by GHV dated
February 12, 2003, 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


                                      -77-

<PAGE>
(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.

7.  Final Agreement.  This Agreement contains the final and entire agreement
between ETOP and Genesis with respect to the obligations of Genesis described
above to ETOP.  There is no separate oral or written understanding between
ETOP and Genesis with respect thereto.

8.  No Third Party Benefit.  The terms and provisions of this Agreement are
for the benefit of ETOP and no other person shall have any right or cause of
action on account thereof.

9.  Number, Gender, Captions.  As used herein, the plural includes the
singular, and the singular includes the plural. The use of any gender applies
to any other gender. All captions are for the purpose of convenience only.

10. Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be considered an original for all purposes;
provided, however, that all such counterparts shall together constitute one
and the same instrument.

11. Time of the Essence.  Time is of the essence to each and every provision
of this Agreement.

12. Submission to Jurisdiction; Waiver of Jury Trial.

    GENESIS, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL:
(I) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF MARYLAND OVER ANY SUIT,
ACTION, OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS
AGREEMENT, (II) AGREES THAT ANY SUCH ACTION, SUIT, OR PROCEEDING MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE
OF MARYLAND, (III) SUBMITS TO THE JURISDICTION OF SUCH COURTS, (IV) WAIVES THE
DOCTRINE OF FORUM NON CONVENIENS OR SIMILAR OBJECTION TO VENUE, AND (V) TO THE
FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL NOT BRING ANY ACTION,
SUIT, OR PROCEEDING IN ANY ACTION, SUIT, OR PROCEEDING IN ANY OTHER FORUM).

    GENESIS AND ETOP, BY THEIR ACCEPTANCE OF THIS AGREEMENT, TO THE FULL
EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY, WITH
AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES, AND FOREVER
FOREGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BASED
UPON, ARISING OUT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY CONDUCT,
ACT, OR OMISSION OF GENESIS, ETOP, OR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, OR ATTORNEYS, OR ANY OTHER
PERSON AFFILIATED WITH GENESIS OR ETOP, IN EACH OF THE FOREGOING CASES,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. GENESIS HEREBY


                                      -78-

<PAGE>
CONSENTS AND AGREES TO SERVICE OR ANY SUMMONS, COMPLAINT OR OTHER LEGAL
PROCESS, IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING ARISING FROM OR
RELATING TO THIS AGREEMENT BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE
PREPAID TO GENESIS AT THE ADDRESS SET FORTH ABOVE.



                            [SIGNATURE PAGE FOLLOWS]





                                      -79-

<PAGE>
    IN WITNESS WHEREOF, Genesis has executed this Agreement to be executed as
of the day and year first above written.

                                 GENESIS HEALTH VENTURES, INC.:

                                 By:________________
                                 JAMES V. MCKEON,
                                 Senior Vice President

                                 GENESIS HEALTHCARE CORPORATION,

                                 By:________________
                                 JAMES V. MCKEON,
                                 Senior Vice President


                                      -80-

<PAGE>
                                                                       EXHIBIT A

                             List of Beneficiaries


<TABLE>
<CAPTION>
<S>        <C>
     1.    Michael I, Batza, Jr.
     2.    Earl L. Linehan
     3.    Roger C. Lipitz
     4.    Arnold I. Richman
     5.    Edward A. Burchell
     6.    Howard S. Brown and Brenda B. Rever, Trustees u/a dated 12/31/95
     7.    Earl I. Linehan and Stanard T. Klinefelter, Successor Trustees u/a
           dated 12/21/83 f/b/o The Batza Family
     8.    Rosemary Burchell and Stanard T. Klinefelter, Trustees u/a/ dated 12/
           24/80 f/b/o Michael Burchell and Edward Burchell, Jr.
     9.    Stanard T. Klinefelter, Successor Trustee u/a dated 12/23/82 f/b/o
           ELL 1982 Descendants' Trust (Linehan Descendants)
    10.    Alison Richman and Stanard T. Klinefelter, Successor Trustees u/a
           dated 12/19/85 f/b/o Jonathan Lipitz, Amanda Lipitz and Eugene Lipitz
    11.    Alison Richman and Stanard T. Klinefelter, Successor Trustees u/a
           dated 12/24/80 f/b/o The Richman Children
    12.    Stanard T. Klinefelter, Trustee u/a dated 12/21/83 f/b/o The Batza
           Family Trust
    13.    Stanard T. Klinefelter, Trustee u/a dated 12/24/80 f/b/o The Batza
           Children
    14.    Stanard T. Klinefelter, Trustee u/a dated 12/24/80 f/b/o The Linehan
           Children
    15.    Charlesmead Meridian Limited Partnership
    16.    Cherry Hill Meridian Limited Partnership
    17.    Corsica Hills Associates Limited Partnership
    18.    Heritage Associates Limited Partnership
    19.    Multi-Medical Meridian Limited Partnership
    20.    Severna Associates Limited Partnership
    21.    Westfield Meridian Limited Partnership
</TABLE>



                                      -81-

<PAGE>
                                   SCHEDULE A
                            Schedule of Prime Leases


    Corsica Hills Center
    Centreville, Maryland

    1.  Lease Agreement dated November 30, 1993 between Corsica Hills
Associates Limited Partnership, a Maryland limited partnership ("Corsica Hills
Landlord") and Meridian Healthcare, Inc., a Pennsylvania corporation ("MHC"),
with Guarantee by Genesis Health Ventures, Inc. ("GHV").

    2.  Purchase Option Agreement dated November 30, 1993 between Corsica Hills
Landlord and MHC.

    3.  Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
Corsica Hills Landlord and MHC, with Affirmation of Guarantee by GHV.

    4.  Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Corsica Hills Landlord and MHC, with Affirmation of Guarantee by GHV.

    5.  Assignment of Lease Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian Limited Partnership, L.L.P., a Virginia limited liability
partnership ("ET Sub-Meridian").

    6.  Assignment of Option Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian.

    7.  Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Corsica Hills Landlord and ET Sub-Meridian.

    8.  First Amendment to Option Agreement dated September 3, 1998 between
Corsica Hills Landlord and ET Sub-Meridian.

    Heritage Center
    Dundalk, Maryland

    1.  Lease Agreement dated November 30, 1993 between Heritage Associates
Limited Partnership, a Maryland limited partnership ("Heritage Landlord") and
MHC,with Guarantee by GHV.

    2.  Purchase Option Agreement dated November 30, 1993 between Heritage
Landlord and MHC.

    3.  Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
Heritage Landlord and MHC, with Affirmation of Guarantee by GHV.


                                      -82-

<PAGE>
    4.  Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Heritage Landlord and MHC, with Affirmation of Guarantee by GHV.

    5.  Assignment of Lease Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian Limited.

    6.  Assignment of Option Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian.

    7.  Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Heritage Landlord and ET Sub-Meridian.

    8.  First Amendment to Option Agreement dated September 3, 1998 between
Heritage Landlord and ET Sub-Meridian.

    LaPlata Center
    LaPlata, Maryland

    1.  Lease Agreement dated November 30, 1993 between Charlesmead Meridian
Limited Partnership, a Maryland limited partnership ("LaPlata Landlord") and
MHC, with Guarantee by GHV.

    2.  Purchase Option Agreement dated November 30, 1993 between LaPlata
Landlord and MHC.

    3.  Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
LaPlata Landlord and MHC, with Affirmation of Guarantee by GHV.

    4.  Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
LaPlata Landlord and MHC, with Affirmation of Guarantee by GHV.

    5.  Assignment of Lease Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian.

    6.  Assignment of Option Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian.

    7.  Amendment No. 3 to Lease Agreement dated September 3, 1998 between
LaPlata Landlord and ET Sub-Meridian.

    8.  First Amendment to Option Agreement dated September 3, 1998 between
LaPlata Landlord and ET Sub-Meridian.


                                      -83-

<PAGE>
    Multi-Medical Center
    Towson, Maryland

    1.  Lease Agreement dated November 30, 1993 between Multi-Medical Meridian
Limited Partnership, a Maryland limited partnership ("Multi-Medical Landlord")
and MHC,with Guarantee by GHV.

    2.  Purchase Option Agreement dated November 30, 1993 between Multi-Medical
Landlord and MHC.

    3.  Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
Multi-Medical Landlord and MHC, with Affirmation of Guarantee by GHV.

    4.  Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Multi-Medical Landlord and MHC, with Affirmation of Guarantee by GHV.

    5.  Assignment of Lease Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian.

    6.  Assignment of Option Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian.

    7.  Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Multi-Medical Landlord and ET Sub-Meridian.

    8.  First Amendment to Option Agreement dated September 3, 1998 between
Multi-Medical Landlord and ET Sub-Meridian.

    Severna Park
    Servena Park, Maryland

    1.  Lease Agreement dated November 30, 1993 between Severna Associates
Limited Partnership, a Maryland limited partnership ("Severna Landlord") and
MHC,with Guarantee by GHV.

    2.  Purchase Option Agreement dated November 30, 1993 between Severna
Landlord and MHC.

    3.  Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
Severna Landlord and MHC, with Affirmation of Guarantee by GHV.

    4.  Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Severna Landlord and MHC, with Affirmation of Guarantee by GHV.


                                      -84-

<PAGE>
    5.  Assignment of Lease Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian Limited Partnership, L.L.P., a Virginia limited liability
partnership ("ET Sub-Meridian").

    6.  Assignment of Option Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian recorded in the Land Records of Queen Anne's County, Maryland
on September 11, 1998 in Liber 635, folio 107.

    7.  Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Severna Landlord and ET Sub-Meridian.

    8.  First Amendment to Option Agreement dated September 3, 1998 between
Severna Landlord and ET Sub-Meridian.

    Voorhees Center
    Voorhees, New Jersey

    1.  Lease Agreement dated November 30, 1993 between Cherry Hill Meridian
Limited Partnership, a Maryland limited partnership ("Cherry Hill Landlord")
and MHC, with Guarantee by GHV.

    2.  Purchase Option Agreement dated November 30, 1993 between Cherry Hill
Landlord and MHC.

    3.  Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
Cherry Hill Landlord and MHC, with Affirmation of Guarantee by GHV.

    4.  Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Cherry Hill Landlord and MHC, with Affirmation of Guarantee by GHV.

    5.  Assignment of Lease Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian Limited Partnership, L.L.P., a Virginia limited liability
partnership ("ET Sub-Meridian").

    6.  Assignment of Option Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian recorded in the Land Records of Queen Anne's County, Maryland
on September 11, 1998 in Liber 635, folio 107.

    7.  Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Cherry Hill Landlord and ET Sub-Meridian.

    8.  First Amendment to Option Agreement dated September 3, 1998 between
Cherry Hill Landlord and ET Sub-Meridian.

    Westfield Center


                                      -85-

<PAGE>
    Westfield, New Jersey

    1.  Lease Agreement dated November 30, 1993 between Westfield Meridian
Limited Partnership, a Maryland limited partnership ("Westfield Landlord") and
MHC,with Guarantee by GHV.

    2.  Purchase Option Agreement dated November 30, 1993 between Westfield
Landlord and MHC.

    3.  Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
Westfield Landlord and MHC, with Affirmation of Guarantee by GHV.

    4.  Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Westfield Landlord and MHC, with Affirmation of Guarantee by GHV.

    5.  Assignment of Lease Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian Limited Partnership, L.L.P., a Virginia limited liability
partnership ("ET Sub-Meridian").

    6.  Assignment of Option Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian recorded in the Land Records of Queen Anne's County, Maryland
on September 11, 1998 in Liber 635, folio 107.

    7.  Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Cherry Hill Landlord and ET Sub-Meridian.

    8.  First Amendment to Option Agreement dated September 3, 1998 between
Cherry Hill Landlord and ET Sub-Meridian.


                                      -86-

<PAGE>
                                   SCHEDULE B

                             Schedule of Subleases


    Corsica Hills Center
    Centreville, Maryland

    1.  Sublease Agreement dated September 3, 1998 between ET Sub-Meridian, as
landlord, and MHC, as tenant.

    2.  Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.

    Heritage Center
    Dundalk, Maryland

    1.  Sublease Agreement dated September 3, 1998 between ET Sub-Meridian, as
landlord, and MHC, as tenant.

    2.  Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.

    LaPlata Center
    LaPlata, Maryland

    1.  Sublease Agreement dated September 3, 1998 between ET Sub-Meridian, as
landlord, and MHC, as tenant.

    2.  Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.

    Multi-Medical Center
    Towson, Maryland

    1.  Sublease Agreement dated September 3, 1998 between ET Sub-Meridian, as
landlord, and MHC, as tenant.

    2.  Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.

    Severna Park
    Servena Park, Maryland

    1.  Sublease Agreement dated September 3, 1998 between ET Sub-Meridian, as
landlord, and MHC, as tenant.

    2.  Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.


                                      -87-

<PAGE>
    Voorhees Center
    Voorhees, New Jersey

    1.  Sublease Agreement dated September 3, 1998 between ET Sub-Meridian, as
landlord, and MHC, as tenant.

    2.  Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.

    Westfield Center
    Westfield, New Jersey

    1.  Sublease Agreement dated September 3, 1998 between ET Sub-Meridian, as
landlord, and MHC, as tenant.

    2.  Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.


                                      -88-