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                                                                   EXHIBIT 10.29

                                                                           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 Roland Rapp ("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 March 27, 2002, which was subsequently amended by that certain
First Amendment to Employment Agreement dated May 2002 (as amended, the
"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 March 27, 2002 (the "Effective Date") and shall continue until
March 26, 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 General Counsel and shall have the duties and
responsibilities typical of the position of general counsel of a corporation,
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). The
Executive also may be employed by one or more of the Affiliated Entities (as
defined in Section 4.5) as determined by the Board. During the Period of
Employment, the Executive shall report to the CEO and/or the Company's President
(the "President"), determined

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from time to time by the Company, or, if the Company does not have a CEO or a
President, to 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. The
Company acknowledges that, as of the Effective Date, the Executive has an
ownership interest in, and the Executive's spouse has an ownership interest in
and operates, the long-term care facilities identified on Schedule 1 hereto. The
Company agrees that such ownership interests held by the Executive shall not
constitute a breach of this Section 1.2 or Section 6(vi) of this Amended
Agreement by the Executive; provided that (1) the Executive does not acquire any
additional ownership interests in long-term care facilities, (2) the Executive
is not actively involved in the operation of any of such long-term care
facilities, and (3) such ownership interests do not otherwise materially
interfere with the Executive's duties to the Company hereunder.

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. The Executive further represents and warrants that he is an
active member in good standing of the State Bar of California.

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. Executive will be eligible to participate in
an annual performance bonus program developed by the Company for its employees
("Annual Performance Bonus Program") for each fiscal year of the Company that
ends during the Period of Employment if he is employed by the Company at the end
of that fiscal year. The terms and conditions of the Executive's bonus
opportunity for each such year under the Annual Performance Bonus Program, and
the amount of the bonus opportunity applicable to the Executive for each such
year, shall not be materially less favorable to the Executive than the terms,
conditions and/or amount applicable to any other top-level management employee
of the company (other than the CEO and the President) for that year.

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2.3      SALE BONUS. If during the Period of Employment or, if the Period of
Employment terminates before March 26, 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, for 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 the Trigger Event is less than [the minimum Terminal Equity
Value], the Company will pay the Executive a bonus (the "Sale Bonus") of
$200,000 at the time of the consummation of the transaction; provided, however,
that a conversion of debt to equity by the Company's creditors shall not, in and
of itself, constitute a Trigger Event.

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 Sale 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, 6,573 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.

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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.

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
$754 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 (a) the Company shall
pay the Executive any Accrued Obligations (as defined below), and (b) the
Company shall continue for three months following the termination (one month
following the termination if the Executive resigns) (but in no event after
Executive becomes employed by a new employer) the Executive's medical insurance
as in effect immediately prior to the termination or similar coverage or
reimburse the Executive for similar coverage. 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
bonus under the Annual Performance Bonus Program (or pro rated bonus under the
Annual Performance Bonus Program) for the year in which his employment
terminates.

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If the Executive's employment is terminated by the Company without Cause
(including a termination (other than for Cause) by the Company upon or following
a Change of Control), or if the Executive's employment by the Company terminates
due to the Executive's death during the Period of Employment, or if the
Executive's employment is terminated by the Company during the Period of
Employment due to the Executive's Disability, the Company shall also, but only
as long as the Executive remains in compliance with the provisions of Section 6:

                  (a)      pay the Executive a lump sum severance payment in an
amount equal to 1.5 times Executive's Base Salary; provided, however, that the
lump sum severance payment shall equal 1.5 times Executive's Base Salary in the
case of any termination (other than for Cause) by the Company upon or following
a Change of Control;

                  (b)      pay the Executive a pro-rated bonus under the Annual
Performance Bonus Program (based on the Company's performance for the fiscal
year up until the termination of employment and pro-rated performance targets)
for the year in which the termination occurs; and

                  (c)      continue for twelve months (as opposed to three
months) following the termination (but in no event after Executive becomes
employed by a new employer) the Executive's medical insurance as in effect
immediately prior to the termination or similar coverage or reimburse the
Executive for similar coverage.

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 is no longer, regardless of the reason, an
                  active member in good standing of the State Bar of California;

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         -        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 or 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 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

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                  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 "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

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                  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 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 Executive's employment by
                  the Company terminates, 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

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         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 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

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         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,
                  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:

                  Roland Rapp
                  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.

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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.

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, 5 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.

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         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.

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

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<PAGE>

         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.

22.      COOPERATION IN LITIGATION.

         The Executive promises and agrees that, following the date his
         employment by the Company terminates, he will reasonably cooperate with
         the Company in any litigation in which the Company is a party or
         otherwise involved which arises out of events occurring prior to the
         termination of his employment, including but not limited to, serving as
         a consultant (at a reasonable hourly rate) or witness and producing
         documents and information relevant to the case or helpful to the
         Company.

                  [Remainder of Page Intentionally Left Blank]

                                                                           Final

                                       13

<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/ ROLAND RAPP
                                            ------------------------------------
                                        Print Name: Roland Rapp

                                        Title:
                                               ---------------------------------

                                        THE EXECUTIVE

                                        ----------------------------------------
                                        Roland Rapp

                                                                           Final

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<PAGE>

                                    EXHIBIT A

                           RESTRICTED STOCK AGREEMENT

                                                                           Final

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