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                                                                   EXHIBIT 10.28

                                                                           Final

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This Amended and Restated Employment Agreement (this "Amended
Agreement") is made and entered into as of March 8, 2004 (the "Amendment Date")
by and between John Harrison ("Executive") and Skilled Healthcare Group Inc.,
formerly known as Fountain View, Inc., a Delaware corporation (the "Company").

                                    RECITALS

         The Company and Executive are parties to that certain Employment
Agreement dated June 3, 2002 ("Original Agreement"), which sets forth certain
terms of employment including provisions concerning an Alternative Equity Bonus
Program.

         Pursuant to the Original Agreement, the Company may elect to institute
the Alternative Equity Bonus Program, and the Company and Executive desire to
implement an amended Alternative Equity Bonus Program.

         The Company and Executive desire to amend and restate the Original
Agreement to set forth, in full, the understanding of the parties concerning
employment and the amended Alternative Equity Bonus Program to be implemented.

         This Amended Agreement shall govern the employment relationship between
the parties from and after the Amendment Date and supersedes and negates all
previous agreements made between the parties, whether written or oral relating
to the Executive's employment relationship with the Company. The Original
Agreement governs the relationship between the parties prior to the Amendment
Date.

                                    AGREEMENT

         The Executive and the Company agree as follows:

1.       DUTIES.

1.1      RETENTION. The Company shall employ the Executive for the Period of
         Employment and the Executive agrees to such employment on the terms and
         conditions set forth in this Amended Agreement. The "Period of
         Employment" commenced on July 1, 2002 (the "Effective Date") and shall
         continue until June 30, 2007, unless earlier terminated pursuant to
         Section 4.

1.2      DUTIES, REPORTING. During the Period of Employment, the Executive shall
         be employed by the Company as its Chief Financial Officer and shall
         have the duties and responsibilities typical of the position of chief
         financial officer of a corporation (including, without limitation,
         general oversight of the Company's financial reporting, accounting,
         cash management, accounts receivable, accounts payable, MIS,
         reimbursement and payroll functions), subject to the legal directives
         of the officer or entity of the Company that the Executive reports to
         (determined in accordance with the following sentence). During the
         Period of Employment, the Executive shall report to the

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         Chief Executive Officer (the "CEO"), or, if the Company does not have a
         CEO, to the Company's Board of Directors (the "Board"). The Executive
         also may be employed by one or more of the Affiliated Entities (as
         defined in Section 4.5) (as determined by the CEO or the Board). During
         the Period of Employment, the Executive shall use the Executive's best
         efforts to promote the interests of the Company and the direct and
         indirect subsidiaries of the Company (collectively, the "Companies"),
         and to maximize the value of the Company, and shall devote the
         Executive's full business time, attention and best efforts to their
         business and affairs.

1.3      NO BREACH OF CONTRACT. The Executive hereby represents and warrants
         that the execution and delivery of this Amended Agreement by the
         Executive and the Company and the performance by the Executive of the
         Executive's duties hereunder shall not constitute a breach of, or
         otherwise contravene, the terms of any employment or other agreement or
         policy to which the Executive is a party or otherwise bound.

1.4      LOCATION. The Executive acknowledges that the Company's principal
         executive offices are currently located in Foothill Ranch, California.
         The Executive shall operate principally out of such executive offices,
         as they may be moved from time to time within Southern California. The
         Company expects, and the Executive agrees, that the Executive shall be
         required to travel from time to time to Company facilities, suppliers
         and customers in order to fulfill his duties to the Company.

2.       COMPENSATION.

2.1      BASE SALARY. During the Period of Employment, the Executive will
         receive a salary at the rate of $235,000 annually (the "Base Salary"),
         payable in accordance with the Company's regular payroll practices in
         effect from time to time, but not less frequently than in monthly
         installments.

2.2      ANNUAL PERFORMANCE BONUS. The Executive will be eligible to participate
         in an annual performance bonus program (the "Annual Performance Bonus
         Program") to the extent, if any, determined by the Board and/or the
         CEO.

2.3      SALE BONUS. If during the Period of Employment or, if the Period of
         Employment terminates before June 30, 2007 as a result of a termination
         by the Company without Cause (as defined in Section 5.5) or due to the
         Executive's death or Disability (as defined in Section 5.5), within
         nine (9) months following such termination, either (i) all or
         substantially all of the Company's assets are sold ("Asset Sale"), (ii)
         the Company closes a public offering pursuant to an effective
         registration statement under the Securities Act of 1933, as amended,
         covering the offer and sale of Common Stock for the account of the
         Company to the public and the Common Stock becomes listed or quoted on
         a national security exchange or in the Nasdaq National Market Quotation
         System (an "IPO"), or (iii) at least a majority of the Company's then
         outstanding common stock is sold in a single transaction or series of
         substantially related transactions, and unless otherwise approved by
         the Company's Board, in cash or marketable securities ("Stock Sale")
         (any of an Asset Sale, IPO or Stock Sale is referred to as a "Trigger
         Event"), and the Terminal Equity Value (defined below) of the Company
         at such Trigger Event is less than [the minimum

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         Terminal Equity Value], the Company will pay the Executive a $200,000
         cash bonus (the "Sale Bonus") at the time of the consummation of the
         transaction.

         As used in this Amended Agreement, "Terminal Equity Value" shall mean
         (i) in the case of an IPO, the equity value of the Company's
         outstanding common stock determined based on the public offering price
         of the Company's common stock in the IPO and the number of shares of
         common stock outstanding immediately prior to the IPO; (ii) in the case
         of a Stock Sale, the equity value of the Company's outstanding common
         stock determined based on the net proceeds distributable in respect of
         the common stock of the Company that is sold in the Stock Sale and the
         number of shares of common stock outstanding; and (iii) in the case of
         an Asset Sale, the aggregate net proceeds that are or would be
         distributable in respect of all outstanding common stock of the Company
         assuming that the Company paid off its debt and preferred stock and
         debt securities, and liquidated on the Asset Sale, and assuming that
         any right, warrant or option to acquire any common stock of the Company
         entitled to be exercised is converted immediately prior to the
         distribution.

         Once a Sales Bonus becomes payable pursuant to this Section 2.3,
         Executive shall have no right to any other bonus under this Section 2.3
         with respect to any subsequent event or occurrence and no right with
         respect to the Restricted Shares granted pursuant to Section 2.4, which
         Restricted Shares shall be deemed automatically forfeited and
         cancelled.

2.4      RESTRICTED SHARES. The Executive shall be issued, concurrently with the
         execution of this Amended Agreement, 4,930 shares of Class B Non-Voting
         Common Stock, subject to all of the restrictions set forth in the
         Restricted Stock Agreement attached hereto as Exhibit A ("Restricted
         Stock Agreement"), the terms of which are incorporated herein by
         reference. Executive understands and agrees that the Restricted Shares
         shall not vest and shall have no value unless and until certain trigger
         events occur, including trigger events requiring a liquidity
         transaction wherein the Terminal Equity Value of the Company is equal
         to or in excess of [the minimum Terminal Equity Value]. The Restricted
         Shares are issued in satisfaction of the equity incentive program
         contemplated by Section 2.4 of the Original Agreement.

3.       BENEFITS.

3.1      HEALTH, WELFARE AND FRINGE BENEFITS. During the Period of Employment,
         the Executive shall be entitled to participate in all pension, welfare
         and fringe benefit plans and programs made available by the Company to
         its executive and managerial employees generally, as such plans or
         programs may be in effect from time to time.

3.2      EXPENSE REIMBURSEMENT. The Company shall reimburse the Executive for
         the reasonable expenses and disbursements incurred by the Executive in
         the performance of the Executive's duties for the Company during the
         Period of Employment, subject to the Company's employee expense
         reimbursement policies in effect from time to time.

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3.3      VACATION. During the Period of Employment, the Executive shall receive
         four (4) weeks paid vacation per year; provided that the maximum unused
         vacation time that the Executive may accrue is eight (8) weeks.

3.4      CAR ALLOWANCE. The Executive shall be entitled to a car allowance of
         $750 per month for the Period of Employment.

4.       ANNUAL REVIEW.

         Approximately every 12 months during the Period of Employment, the
         Executive and either the Company's CEO or the Board shall meet to
         discuss the performance and terms of the Executive's employment by the
         Company.

5.       TERMINATION.

5.1      TERMINATION BY THE COMPANY. The Executive's employment by the Company
         and the Period of Employment may be terminated at any time by the
         Company with Cause (as defined below) or without Cause or in the event
         of the death or Disability of the Executive.

5.2      TERMINATION BY THE EXECUTIVE. The Executive's employment by the Company
         and the Period of Employment may be terminated at any time by the
         Executive.

5.3      BENEFITS UPON TERMINATION. If the Executive's employment by the Company
         is terminated during the Period of Employment for any reason by the
         Company or by the Executive, the Company shall have no further
         obligation to make any payments or provide any benefits to the
         Executive except the Company shall pay the Executive any Accrued
         Obligations (as defined below). Those rights that are expressly
         contemplated pursuant to Section 2.3 or pursuant to the Restricted
         Stock Agreement to continue following a termination of employment are
         outside of the scope of the preceding sentence. If the Executive
         resigns on any day other than the last day of a fiscal year of the
         Company or if the Executive's employment is terminated by the Company
         with Cause, the Executive shall not be entitled to any Annual
         Performance Bonus (or pro rated Annual Performance Bonus) for the year
         in which his employment terminates. If the Executive's employment is
         terminated by the Company without Cause (and other than due to the
         Executive's Disability or death) during the Period of Employment, the
         Company shall also, but only as long as the Executive remains in
         compliance with the provisions of Section 6:

                  (a)      pay the Executive severance (in a lump sum or a
                           series of installments no less frequently than
                           monthly over not longer than a period of six months,
                           whichever the company may elect in its sole
                           discretion) in an aggregate amount of $112,500; and

                  (b)      to the extent that the Board and/or the CEO has
                           previously determined that Executive is eligible to
                           participate in the Annual Performance Bonus Program,
                           pay the Executive a pro-rated bonus under the Annual
                           Performance Bonus Program (based on the Company's
                           performance for

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                           the fiscal year up until the termination of
                           employment and prorated performance targets, if any,
                           established by the Board and/or the CEO) for the year
                           in which the termination occurs.

5.4      CHANGE OF CONTROL. The Executive shall be deemed to have been
         terminated by the Company without Cause for purposes of this Section 5
         if the Executive resigns from the Company within six (6) months after a
         Change of Control (as defined below) as a result of a diminution of his
         Base Salary, the Company's termination of his status as an executive
         officer of the Company, and/or a material diminution in his duties
         and/or responsibilities from their level in effect immediately prior to
         the Change of Control.

5.5      CERTAIN DEFINED TERMS.

         As used herein, "Accrued Obligations" means Base Salary that had
         accrued but had not been paid prior to the date of termination, and any
         bonus under the Annual Performance Bonus Program previously earned but
         unpaid.

         As used herein, "Affiliated Entities" shall mean Skilled Healthcare LLC
         and any entity that is controlled by and consolidated with in the
         financial statements of either the Company or Skilled Healthcare LLC.

         As used herein, "Cause" shall mean the reasonable and good faith
         determination by a majority of the Board, that, during the Period of
         Employment, any of the following events or contingencies exists or has
         occurred:

         -        the Executive has breached a fiduciary duty to the Company or
                  any of its Affiliated Entities or breached of any of the
                  Executive's obligations under Section 6;

         -        the Executive has been convicted of a felony or misdemeanor
                  that involves fraud, dishonesty, theft, embezzlement, and/or
                  an act of violence or moral turpitude, or the Executive has
                  plead guilty or no contest (or a similar plea) to any such
                  felony or misdemeanor; or

         -        the Executed has committed an act or an omission that
                  constitutes fraud, gross negligence, or willful misconduct in
                  connection with Executive's employment by the Company of any
                  of its Affiliated Entities.

         As used herein, "Disability" shall mean an illness (mental or physical)
         or injury that, in the good faith and reasonable determination of a
         majority of the Board, based on the report of a reputable physician
         selected jointly by the parties, renders the Executive unable to
         perform the Executive's duties for six (6) months during any twelve
         (12) month period.

         As used herein, "Change of Control" shall mean (i) any time at which
         the current holders of Company stock (common and preferred) and their
         affiliates do not continue to own, in the aggregate, at least a
         majority of the outstanding shares of the Company's common stock and at
         which Heritage Partners and its affiliates do not collectively
         constitute the

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         single largest holder of Company common stock, or (ii) any sale of all
         or substantially all of the assets of the Company.

6.       CONFIDENTIALITY, NON-SOLICITATION, ETC.

         In consideration of the mutual promises contained herein, and to
         preserve the goodwill of the Companies, the Executive agrees as
         follows:

         (i)      The Executive will not at any time, directly or indirectly,
                  disclose or divulge, except as reasonably required in
                  connection with the performance of the Executive's duties for
                  the Company, any Confidential Information (as hereinafter
                  defined) acquired by the executive during the Executive's
                  affiliation with or employment by the Companies. As used
                  herein, "Confidential Information" means all trade secrets and
                  all other proprietary or non-public information of a business,
                  financial, marketing, technical or other nature pertaining to
                  any of the Companies or their affairs and all information of
                  others that any of the Companies have agreed not to disclose;
                  provided, that Confidential Information shall not include any
                  information which has entered or enters the public domain
                  through no fault of the Executive or which the Executive is
                  required to disclose by law or legal process.

         (ii)     The Executive shall make no use whatsoever, directly or
                  indirectly, of any Confidential Information, except as
                  reasonably required in connection with the performance of the
                  Executive's duties for the Company.

         (iii)    Upon any of the Companies' request at any time and for any
                  reason, the Executive shall immediately deliver to the Company
                  all materials (including all copies) in the Executive's
                  possession which contain or relate to Confidential
                  Information.

         (iv)     All inventions, developments or improvements made by the
                  Executive, either alone or in conjunction with others, at any
                  time or at any place during the term of the Executive's
                  employment by the Company, whether or not reduced to writing
                  or practice during such term, which relate to the Business (as
                  defined below), or which were developed or made in whole or in
                  part using any of the Companies' facilities, shall be the
                  exclusive property of the Companies. The Executive shall
                  promptly disclose any such invention, development or
                  improvement to the Company, and, at the request and expense of
                  any of the Companies, shall assign a all of the Executive's
                  rights to the same to the Companies. The Executive shall sign
                  all instruments necessary for the filing and prosecution of
                  any applications for or extension or renewals of letters
                  patent of the United States or any foreign country which any
                  of the Companies desire to file. "Business" shall mean any
                  long-term care facility business, assisted living facility
                  business, pharmacy business and/or therapy business of any of
                  the Companies.

         (v)      All copyrightable work by the Executive during the term of the
                  Executive's employment by the Company which relates to the
                  Business is intended to be

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                  "work made for hire" as defined in Section 101 of the
                  Copyright Act of 1976, and shall be the property of the
                  Companies. If the copyright to any such copyrightable work is
                  not the property of the Companies by operation of law, the
                  Executive will, without further consideration, assign to the
                  Companies all right, title and interest in such copyrightable
                  work and will assist the Companies and their nominees in every
                  way, at the Companies' expense, to secure, maintain and defend
                  for the Companies' benefit copyrights and any extensions and
                  renewals thereof on any and all such work including
                  translations thereof in any and all countries, such work to be
                  and to remain the property of the Companies whether
                  copyrighted or not.

         (vi)     The Executive will not directly or indirectly, individually or
                  as a consultant to, or executive, officer, director,
                  stockholder, partner or other owner or participant in any
                  business entity, engage in or assist any other person to
                  engage in the businesses of skilled nursing facilities,
                  assisted living facilities, inpatient or outpatient therapy
                  services, pharmacies, urological supplies, enteral feeding
                  supplies and orthodics; provided, however, that the Executive
                  may own not more than a 5% equity interest in any
                  publicly-traded company.

         (vii)    The Executive will not directly or indirectly, individually or
                  as a consultant to, or as employee, officer, director,
                  stockholder, partner or other owner or participant in any
                  business entity other than the Companies, (a) solicit or
                  endeavor to entice away from any of the Companies, or
                  otherwise materially interfere with the business relationship
                  of any of the Companies with, any person who is, or was within
                  the one-year period immediately prior to the termination of
                  the Executive's employment with the Company, employed by, a
                  consultant to or associated with any of the Companies, or (b)
                  materially interfere with the business relationship of any of
                  the Companies with any person or entity who is, or was within
                  the two-year period immediately prior to the termination of
                  the Executive's employment with the Company, a supplier to any
                  of the Companies.

         (viii)   The Executive agrees that if the Executive, individually or as
                  a consultant to, or as an employee, officer, director,
                  stockholder, partner or other owner or participant in any
                  business entity other than the Companies, is directly involved
                  in the hiring or employing of any person who is or was
                  employed by, a consultant to or associated with any of the
                  Companies within one year prior to the employ or hiring of
                  such person, then for each such person the Executive shall pay
                  to the Company a lump sum equal to nine (9) months of that
                  person's most recent salary from the Companies, payable on the
                  first date of that person's employ or hiring, whichever is
                  first, plus the Company's reasonable attorneys' fees incurred
                  to enforce this paragraph. Nothing within this paragraph shall
                  be construed to limit or modify in any way the Executive's
                  non-solicitation covenants contained in clause (vii) above.

         (ix)     Without limiting the remedies available to the Companies and
                  notwithstanding Section 2.3, the Executive acknowledges that a
                  breach of any of the covenants contained in this Section 6
                  could result in irreparable injury to the Companies for

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                  which there might be no adequate remedy at law, and that, in
                  the event of such a breach or threat thereof, the Companies
                  shall be entitled to obtain a temporary restraining order
                  and/or a preliminary injunction and a permanent injunction
                  restraining the Executive from engaging in any activities
                  prohibited by this Section 6 or such other equitable relief as
                  may be required to enforce specifically any of the covenants
                  of this Section 6.

         (x)      The Executive shall at no time make any derogatory or
                  disparaging remarks about any of the Companies, or any of
                  their respective officers, directors or principal
                  stockholders.

         (xi)     The provisions of this Section 6 shall continue in full force
                  and effect during the course of the Executive's employment by
                  the Company and shall further continue in full force and
                  effect after the Executive's employment by the Company
                  terminates; provided that the restrictions set forth in
                  Section 6(vi) shall terminate when the Executive's employment
                  by the Company terminates (or, if longer, for any period in
                  which the Company is making severance payments to Executive
                  pursuant to Section 5.3(a)), and the restrictions set forth in
                  Sections 6(vii) and 6(viii) shall terminate one year after the
                  Executive's employment by the Company terminates.

7.       ASSIGNMENT.

         This Amended Agreement is personal in its nature and neither of the
         parties hereto shall, without the consent of the other, assign or
         transfer this Amended Agreement or any rights or obligations hereunder;
         provided, however, that, in the event of a merger, consolidation, or
         transfer or sale of all or substantially all of the assets of the
         Company with or to any other individual(s) or entity, This Amended
         Agreement shall be binding upon and inure to the benefit of such
         successor and such successor shall discharge and perform all the
         promises, covenants, duties, and obligations of the Company hereunder.

8.       GOVERNING LAW.

         This Amended Agreement and the legal relations hereby created between
         the parties hereto shall be governed by and construed under and in
         accordance with the laws of the State of California, without regard to
         choice of law provisions thereof.

9.       ENTIRE AGREEMENT.

         This Amended Agreement embodies the entire agreement of the parties
         hereto respecting the matters within its scope. Effective as of the
         Amendment Date, this Amended Agreement supersedes and replaces all
         prior agreements of the parties hereto on the subject matter hereof,
         including without limitation the Original Agreement. The Original
         Agreement governs the relationship of the parties prior to the
         Amendment Date. Any prior negotiations, correspondence, agreements,
         proposals or understandings relating to the subject matter hereof shall
         be deemed to be merged into this Amended Agreement and to the extent
         inconsistent herewith, such negotiations, correspondence, agreements,
         proposals, or understandings shall be deemed to be of no force or
         effect. There are no

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         representations, warranties, or agreements, whether express or implied,
         or oral or written, with respect to the subject matter hereof, except
         as set forth herein.

10.      AMENDMENT; WAIVER.

         No amendment or waiver of this Amended Agreement or any term, covenant,
         or condition hereof shall be binding upon the party against whom
         enforcement of such amendment or waiver is sought unless it is made in
         writing and signed by or on behalf of such party. Failure to insist
         upon strict compliance with any of the terms, covenants, or conditions
         hereof shall not be deemed a waiver of such term, covenant, or
         condition, nor shall any waiver or relinquishment of, or failure to
         insist upon strict compliance with, any right or power hereunder at any
         one or more times be deemed a waiver or relinquishment of such right or
         power at any other time or times.

11.      NUMBER AND GENDER.

         Where the context requires, the singular shall include the plural, the
         plural shall include the singular, and any gender shall include all
         other genders.

12.      SECTION HEADINGS.

         The section headings in this Amended Agreement are for the purpose of
         convenience only and shall not limit or otherwise affect any of the
         terms hereof.

13.      SEVERABILITY.

         In the event that a court of competent jurisdiction determines that any
         portion of this Amended Agreement is in violation of any statute or
         public policy, then only the portions of this Amended Agreement which
         violate such statute or public policy shall be stricken, and all
         portions of this Amended Agreement which do not violate any statute or
         public policy shall continue in full force and effect. Furthermore, if
         any one or more of the provisions contained in this Amended Agreement
         are for any reason held to be excessively broad as to duration,
         geographical scope, activity or subject, such provisions shall be
         construed by limiting and reducing them so as to be enforceable to the
         maximum extent permitted under applicable law.

14.      NOTICES.

         Any notice or other communication given pursuant to this Amended
         Agreement shall be in writing and shall be personally delivered, sent
         by overnight courier or express mail, or mailed by first class
         certified or registered mail, postage prepaid, return receipt requested
         as follows:

         (i)      if to the Company:

                  Skilled Healthcare Group, Inc.
                  27442 Portola Parkway,

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                  Suite 200
                  Foothill Ranch, California 92610

                  With copies to:

                  Independent Subcommittee of the Board
                  Skilled Healthcare Group, Inc.
                  27442 Portola Parkway,
                  Suite 200
                  Foothill Ranch, California 92610

                           and

                  Heritage Partners, Inc.
                  30 Rowes Wharf, Suite 300
                  Boston, MA 02110
                  Attn: Mark J. Jrolf

         (ii)     if to Executive:

                  John Harrison
                  Most current address of record

         Either party may change its address set forth above by written notice
         given to the other party in accordance with the foregoing. Any notice
         shall be effective when personally delivered, two (2) business days
         after being delivered to overnight courier or express mail, or five (5)
         business days after by first class certified or registered mail,
         postage prepaid, return receipt requested.

15.      COUNTERPARTS.

         This Amended Agreement may be executed in any number of counterparts,
         and with counterpart signature pages, each of which shall be deemed an
         original and all of which together shall constitute one and the same
         instrument.

16.      WITHHOLDING TAXES.

         The Company may withhold from any amounts payable under this Amended
         Agreement such federal, state and local income, employment, or other
         taxes as may be required to be withhold pursuant to any applicable law
         or regulation.

17.      MUTUAL DRAFTING.

         Each party has cooperated in the drafting and preparation of this
         Amended Agreement. Hence, in any construction to be made of this
         Amended Agreement, the same shall not be construed against any party on
         the basis that the party was the drafter.

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18.      RETURN OF PROPERTY.

         The Executive agrees to truthfully and faithfully account for and
         deliver to the Company all property belonging to the Company or any of
         its affiliates which the Executive may receive from or on account of
         the Company or its affiliates, and upon the termination of the Period
         of Employment, or the Company's demand, the Executive shall immediately
         deliver to the Company all such property belonging to the Company or
         any of its affiliates.

19.      PROVISIONS THAT SURVIVE TERMINATION.

         Except as otherwise provided herein, the provisions of Sections 2.3,
         2.4, 4 through 18, 20, 21 and this Section 19 shall survive any
         termination of the Period of Employment.

20.      INDEMNIFICATION.

         The Company agrees that (a) if the Executive is made a party, or is
         threatened to be made a party, to any threatened or actual action, suit
         or proceeding whether civil, criminal, administrative, investigative,
         appellate or other (a "Proceeding") by reason of the fact that he is or
         was a director, officer, employee, agent, manager, consultant or
         representative of the Company or (b) if any claim, demand, request,
         investigation, controversy, threat, discovery request or request for
         testimony or information (a "Claim") is made, or threatened to be made,
         that arises out of or relates to the Executive's service in any of the
         foregoing capacities, then the Executive shall promptly be indemnified
         and held harmless by the Company to the fullest extent permitted by the
         laws of the state of incorporation of the Company, against any and all
         costs, expenses, liabilities and losses incurred or suffered by the
         Executive in connection therewith, and such indemnification shall
         continue as to the Executive even if he has ceased to be a director,
         member, employee, agent, manager, consultant or representative of the
         Company and shall inure to the benefit of the Executive's heirs,
         executors and administrators.

         Neither the failure of the Company (including its Board of Directors,
         independent legal counsel or stockholders) to have made a determination
         in connection with any request for indemnification that the Executive
         has satisfied any applicable standard of conduct, nor a determination
         by the Company (including its Board of Directors, independent legal
         counsel or stockholders) that the Executive has not met any applicable
         standard of conduct, shall create a presumption that the Executive has
         not met an applicable standard of conduct.

         During the period of Employment and for a period of time thereafter
         determined as provided below, the Company shall keep in place a
         directors and officers' liability insurance policy (or policies)
         providing comprehensive coverage to the Executive to the extent that
         the Company provides such coverage to its directors and such coverage
         shall continue after the termination of the Period of Employment for
         the period of time that such coverage is extended (or to be extended,
         as the case may be) to the Company's former directors.

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21.      RESOLUTION OF DISPUTES.

         Any controversy arising out of or relating to this Amended Agreement,
         its enforcement or interpretation, or because of an alleged breach,
         default, or misrepresentation in connection with any of its provisions,
         or any other controversy arising out of the Executive's employment by
         the Company, including, but not limited to, any state or federal
         statutory claims, shall be submitted to arbitration in Los Angeles
         County, California, before a sole neutral arbitrator (the
         "Arbitrator"), mutually selected and agreeable to both parties and
         selected from Judicial Arbitration and Mediation Services, Inc., Los
         Angeles County, California, or its successor ("JAMS"), or if JAMS is no
         longer able to supply the Arbitrator, such Arbitrator shall be selected
         from the American Arbitration Association, and shall be conducted in
         accordance with the provisions of California Code of Civil Procedure
         Sections 1280 et seq. as the exclusive forum for the resolution of such
         dispute; provided, however, that provisional injunctive relief may, but
         need not, be sought by either party to this Amended Agreement in a
         court of law while arbitration proceedings are pending, and any
         provisional injunctive relief granted by such court shall remain
         effective until the matter is finally determined by the Arbitrator.

         Final resolution of any dispute through arbitration may include any
         remedy or relief that the Arbitrator deems just and equitable,
         including any and all remedies provided by applicable state or federal
         statutes. At the conclusion of the arbitration, the Arbitrator shall
         issue a written decision that sets forth the essential findings and
         conclusions upon which the Arbitrator's award or decision is based. Any
         award or relief granted by the Arbitrator hereunder shall be final and
         binding on the parties hereto and may be enforced by any court of
         competent jurisdiction.

         The parties acknowledge and agree that they are hereby waiving any
         rights to trial by jury in any action, proceeding or counterclaim
         brought by either of the parties against the other in connection with
         any matter whatsoever arising out of or in any way connected with this
         Amended Agreement or the services rendered hereunder. The parties agree
         that the Company Shall be responsible for payment of the forum costs of
         any arbitration hereunder, including the Arbitrator's fee. The
         Executive and the Company further agree that in any proceeding to
         enforce the terms of this Amended Agreement, the prevailing party shall
         be entitled to its or her reasonable attorneys' fees and costs (other
         than forum costs associated with the arbitration) incurred by it or him
         in connection with resolution of the dispute up to a maximum of Fifty
         Thousand Dollars ($50,000.00) in addition to any other relief granted.

                  [Remainder of Page Intentionally Left Blank]

                                                                           Final

                                       12

<PAGE>

         IN WITNESS WHEREOF, the Company and the Executive have executed this
Employment Agreement as of the Amendment Date.

                                            THE COMPANY

                                            Skilled Healthcare Group, Inc.,
                                            a Delaware corporation

                                            By: /s/ JOHN HARRISON
                                                --------------------------------
                                            Print Name: John Harrison

                                            Title:
                                                   -----------------------------
                                            THE EXECUTIVE

                                            ------------------------------------
                                            John Harrison

                                                                           Final

                                       13

<PAGE>

                                                                           Final

                                    EXHIBIT A

                           RESTRICTED STOCK AGREEMENT

                                                                           Final