Exhibit 4.3
**FIRST AMENDMENT TO RIGHTS AGREEMENT**
     This Agreement (“Agreement”), dated as of November 4, 2004, by and betweenAssisted Living Concepts, Inc., a Nevada corporation (the “Company”), andAmerican Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”),constitutes the First Amendment to the Rights Agreement, effective as ofOctober 1, 2004 by and between the Company and the Rights Agent (the “RightsAgreement”).
WITNESSETH:
     WHEREAS, the parties hereto desire to amend the Rights Agreement incertain respects on the terms and conditions hereinafter set forth;
     NOW, THEREFORE, in consideration of the premises and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto do hereby agree as follows:
     1. The Rights Agreement is hereby amended by:
 (a) Adding the following sentence at the end of the definition of“Acquiring Person” in Section 1 of the Rights Agreement:
“Notwithstanding any of the terms of theforegoing definition, no Person shall become an“Acquiring Person” as the result of theexecution and delivery of, or the consummationof the transactions contemplated by, the Plan ofMerger and Acquisition Agreement dated as ofNovember 4, 2004, and any amendments thereto,(the “Merger Agreement”) by and among theCompany, Extendicare Health Services, Inc.(“Parent”), and Alpha Acquisition, Inc.(“Acquisition”), and any agreements, documentsor instruments executed or entered into byCompany and Parent or Acquisition in connectionwith the Merger Agreement (collectively with theMerger Agreement, the “Transaction Documents”).”
 (b) Adding the following sentence at the end of the definition of“Share Acquisition Date” in Section 1 of the Rights Agreement:
“Notwithstanding any of the terms of theforegoing definition, no “Share AcquisitionDate” will occur as the result of the executionand delivery of, or the consummation of thetransactions contemplated by, the TransactionDocuments, or any public announcement of any ofthe foregoing.”
 

 

 (c) Adding the following sentence at the end of the definition of“Triggering Event” in Section 1 of the Rights Agreement:
“Notwithstanding any of the terms of theforegoing definition, no “Triggering Event” willoccur as the result of the execution anddelivery of, or the consummation of thetransactions contemplated by, the TransactionDocuments, or any public announcement of any ofthe foregoing.”
 (d) Adding the following clause at the end of the definition of“Distribution Date” immediately prior to the “(x)” in Section 3(a)of the Rights Agreement:
“; *provided*, *however*, that notwithstanding anyof the terms of the foregoing definition, no“Distribution Date” will occur as the result ofthe execution and delivery of, or theconsummation of the transactions contemplatedby, the Transaction Documents”
 (e) Adding the following sentence at the end of Section 7(a) ofthe Rights Agreement:
“Notwithstanding anything in this Agreement tothe contrary, the Rights shall expire, and noholder of any Rights shall be entitled toexercise such Rights, immediately prior to theoccurrence of the Effective Time (as defined inthe Merger Agreement), but only if the EffectiveTime shall occur.”
 (f) Adding the following Section 35 to the Rights Agreement:
“Section 35. Termination. Immediately prior tothe occurrence of the Effective Time, but onlyif the Effective Time shall occur, (a) thisAgreement shall be terminated and be without anyfurther force or effect, (b) none of the partiesto the Rights Agreement will have any rights,obligations or liabilities thereunder; *provided*,*however*, Section 18 of this Agreement shallsurvive termination of this Agreement, and (c)the holders of the Rights shall not be entitledto any benefits, rights or other interests underthis Agreement, including, without limitation,the right to purchase or otherwise acquire Unitsor any other securities of the Company. Aspromptly as is practicable following thetermination of this Agreement, the Company shallfile with the Nevada Secretary of State acertificate withdrawing the Certificate ofDesignation concerning the Junior PreferredStock in accordance with the applicableprovisions of the Nevada Revised Statutes.”
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     2. The Company expressly acknowledges that the purpose and intent of thisAgreement is that the Rights Agreement and the Rights shall not apply to thetransactions contemplated by the Transaction Documents.
     3. All terms defined in the Rights Agreement that are used herein shallhave the meanings defined in the Rights Agreement, unless specifically definedotherwise herein.
     4. The term “Agreement” or “Rights Agreement” as used in the RightsAgreement shall mean the Rights Agreement, as amended by this Agreement, or asit may from time to time be amended in the future by one or more other writtenamendment or modification agreements entered into pursuant to the applicableprovisions of the Rights Agreement.
     5. This Agreement shall be binding upon and shall inure to the benefit ofthe parties hereto and their respective successors and assigns.
     6. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Nevada.
     7. Except as expressly herein amended, the terms and conditions of theRights Agreement shall remain in full force and effect.
     8. This Agreement is not intended to be, nor shall it be construed to be,a novation.
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beduly executed as of the date first above written.       ASSISTED LIVING CONCEPTS, INC.  By:      Name:      Title:            AMERICAN STOCK TRANSFER & TRUSTCOMPANY  By:      Name:      Title:     
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