OMEGA HEALTHCARE INVESTORS INC
SECOND AMENDED & RESTATED STOCKHOLDERS AGREEMENT
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<DESCRIPTION>SECOND AMENDED & RESTATED STOCKHOLDERS AGREEMENT
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                          SECOND AMENDED AND RESTATED
                             STOCKHOLDERS AGREEMENT


     SECOND  AMENDED AND RESTATED  STOCKHOLDERS  AGREEMENT  (this  "Agreement"),
dated as of April 30, 2002, between Explorer Holdings,  L.P., a Delaware limited
partnership  ("Stockholder"),  and Omega Healthcare Investors,  Inc., a Maryland
corporation (the "Company").

     WHEREAS,  the Company  and  Stockholder  have  entered  into an  Investment
Agreement,   dated  as  of  October  29,  2001,  as  amended  (the   "Investment
Agreement"),  pursuant to which, among other things, Stockholder acquired shares
of common stock, par value $0.10 per share, of the Company (the "Common Stock"),
which together with the Series C Preferred Stock held by Stockholder represent a
majority of the outstanding Voting Securities (as defined below);

     WHEREAS,  upon  the  closing  of  the  transactions   contemplated  by  the
Investment  Agreement,  the Company and Stockholder  entered into an Amended and
Restated  Stockholders  Agreement,  dated as of February 20, 2002 (the "Original
Agreement"); and

     WHEREAS,  the  Company  and the  Stockholder  wish to  amend  the  Original
Agreement to clarify  Stockholder's  right to designate directors of the Company
and to make certain other changes.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and agreements herein contained, the parties hereto hereby agree as follows:

                                 I. DEFINITIONS

     1.1 Definitions.  Capitalized terms used herein and not defined herein will
have the meaning set forth in the Investment Agreement. In addition to the terms
defined elsewhere herein,  the following terms have the following  meanings when
used herein with initial capital letters:

     (a)  "Affiliate"  of any Person means any other Person,  that,  directly or
indirectly through one or more intermediaries,  controls or is controlled by, or
is under  common  control  with,  such  Person;  and,  for the  purposes of this
definition only, "control"  (including the terms "controlling",  "controlled by"
and "under common control with") means the  possession,  direct or indirect,  of
the power to  direct  or cause the  direction  of the  management,  policies  or
activities of a Person whether through the ownership of securities,  by contract
or agency or otherwise;  provided that the Company and the Stockholder shall not
be deemed to be Affiliates of the other for purposes of this Agreement.

     (b) "Assumption  Agreement"  means an agreement in writing in substantially
the form of Exhibit A hereto  pursuant to which the party  thereto  agrees to be
bound by the terms and  provisions  of Sections  2.2,  2.5,  3.1 and 3.2 of this
Agreement.

     (c) A Person will be deemed the  "beneficial  owner" of, and will be deemed
to "beneficially own", and will be deemed to have "beneficial ownership" of:

          (i) any securities that such Person or any of such Person's Affiliates
     is deemed to "beneficially  own" within the meaning of Rule 13d-3 under the
     Exchange Act, as in effect on the date of this Agreement; and

          (ii) any securities (the "underlying  securities") that such Person or
     any of such  Person's  Affiliates  has the right to acquire  (whether  such
     right  is  exercisable  immediately  or only  after  the  passage  of time)
     pursuant to any agreement,  arrangement or understanding (written or oral),
     or upon  the  exercise  of  conversion  rights,  exchange  rights,  rights,
     warrants or options,  or otherwise  (it being  understood  that such Person
     will  also  be  deemed  to  be  the  beneficial  owner  of  the  securities
     convertible into or exchangeable for the underlying securities).

     (d) "Board" means the Board of Directors of the Company.

     (e) "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

     (f) "Person" means an individual, a corporation,  a partnership,  a limited
partnership,  a limited  liability  company,  an  association,  a trust or other
entity or organization,  including without  limitation a government or political
subdivision or an agency or instrumentality thereof.

     (g) "Public  Offering"  means the sale of shares of any class of Securities
to the public  pursuant to an  effective  registration  statement  (other than a
registration  statement  on Form S-4 or S-8 or any  similar or  successor  form)
filed under the Securities Act.

     (h)  "Registration   Rights  Agreement"  means  the  Amended  and  Restated
Registration   Rights  Agreement,   dated  as  of  February  20,  2002,  between
Stockholder and the Company and any other registration  rights agreement entered
into in accordance with Article III hereof.

     (i)  "Securities"  means the Common  Stock,  the Series C Preferred and all
other  securities of the Company  entitled to vote  generally in the election of
the  directors  of the  Company,  and all  other  securities  convertible  into,
exchangeable for or exercisable for any such securities (whether  immediately or
otherwise).

     (j) "Securities Act" means the Securities Act of 1933, as amended,  and the
rules and regulations promulgated thereunder.

     (k) "Transfer" means a transfer, sale, assignment, pledge, hypothecation or
disposition.

     (l) "Voting  Securities" means the Common Stock, the Series C Preferred and
all other  securities of the Company  entitled to vote generally in the election
of the  directors  of the  Company.  For the  avoidance  of doubt,  the Series A
Preferred  Stock and the Series B Preferred  Stock of the Company are not Voting
Securities.

                        II. GOVERNANCE; RESTRICTIONS ON
                        ACQUISITION OF VOTING SECURITIES

     2.1  Nomination  and  Voting  for  Stockholder  Designees  and  Independent
Directors.  (a) (a) Stockholder  will be entitled at  Stockholder's  election to
designate  from time to time up to such number  (rounded  to the  nearest  whole
number) of directors  to the Board (the  "Stockholder  Designees")  based on the
percentage  of the  Company's  total issued and  outstanding  Voting  Securities
beneficially  owned by Stockholder on an as-converted  basis,  not to exceed the
minimum  number  of  directors  (rounded  to  the  nearest  whole  number)  that
represents at least 51% of the total number of directors  entitled to be elected
to the Board from time to time  (including any directors who may then be elected
or  appointed to fill any vacant seat on the Board that exists from time to time
or who may then be elected or  appointed  pursuant to the terms of any series of
preferred  stock of the  Company);  provided  that (i) the  aggregate  number of
Stockholder  Designees will not exceed the minimum number of directors  (rounded
to the nearest whole number) that represents at least 51% of the total number of
directors  entitled to be elected to the Board from time to time  (including any
directors  who may then be elected or  appointed  to fill any vacant seat on the
Board that  exists  from time to time or who may then be  elected  or  appointed
pursuant to the terms of any series of preferred  stock of the Company) and (ii)
the aggregate number of Stockholder  Designees will constitute a majority of the
total number of directors on the Board only during such time as Explorer owns at
least  a  majority  of  the  Company's  total  issued  and  outstanding   Voting
Securities.  For  purposes  hereof,  directors  elected  by the  holders  of the
Company's  Series C Preferred  Stock  pursuant to the terms thereof  relating to
dividend arrearages shall be deemed Stockholder Designees so long as Stockholder
beneficially owns at least 66-2/3% of the outstanding Series C Preferred Stock.

     (b) The Company,  at each meeting of  stockholders  of the Company at which
directors are elected or pursuant to which such action is to be taken by written
consent,  will  nominate for election as directors of the Company such number of
Stockholder   Designees  such  that  following  such  election  the  Stockholder
Designees  who are  members  of the  Board  represent  the  aggregate  number of
Stockholder  Designees that  Stockholder  is permitted to designate  pursuant to
this Section 2.1. At least 90 calendar  days prior to any such meeting or action
by written  consent,  Stockholder  will provide the Company with the information
required  pursuant to Regulation 14A under the Exchange Act with respect to each
Stockholder Designee. The Company will solicit proxies from its stockholders for
such  nominees,  vote all  proxies  in favor of such  nominees,  except for such
proxies that specifically  indicate to the contrary,  and otherwise use its best
efforts  to  cause  such   nominees  to  be  elected  to  the  Board  as  herein
contemplated.  The Company  will as promptly as  practicable,  at the request of
Stockholder,  take such corporate action  (including,  without  limitation,  (i)
calling a special stockholders  meeting,  (ii) increasing the size of the Board,
and (iii) filling any vacancy created by such increase in the size of the Board)
in  order to have the  Board  constituted  in the  manner  contemplated  by this
Section 2.1.

     (c) The Stockholder  Designees will be apportioned  among the three classes
of directors as equal as possible; provided, however, that in the event that the
number of Stockholder Designees determined pursuant to Section 2.1 is not evenly
divisible by three, such additional  Stockholder  Designee or Designees shall be
nominated to the class or classes of directors  with the longest term of office.
Each  Stockholder  Designee  will  serve  until his  successor  is  elected  and
qualified  or  until  his  earlier  resignation,  retirement,  disqualification,
removal from office, or death.

     (d)  Notwithstanding  anything in the Articles of  Restatement or bylaws of
the Company to the contrary, if any Stockholder Designee ceases to be a director
of the Company for any reason,  the Company  will  promptly  upon the request of
Stockholder cause a person designated by Stockholder to replace such director if
Stockholder is so entitled.

     (e) Stockholder  agrees to cause a Stockholder  Designee to promptly resign
in the event  Stockholder's  beneficial  ownership of Voting Securities declines
such that Stockholder would no longer have the right to designate such person.

     (f) From and after the date the stockholders of the Company vote to approve
the amendment of the Company's  Articles of Restatement  and bylaws to permit an
increase in the size of the Board to more than nine  members  (the  "Stockholder
Approval  Date"),  the  Company  will take all  actions as may be  necessary  to
appoint C. Taylor Pickett to the Board. Prior to the Stockholder  Approval Date,
the Company covenants that the total number of seats on the Board (including any
vacant seats) will in no event exceed nine unless otherwise requested in writing
by  Stockholder  or as  provided  pursuant  to the terms of the Series A, B or C
Preferred  Stock in effect on the date hereof.  After the  Stockholder  Approval
Date,  the  Company  covenants  that the  total  number  of  seats on the  Board
(including  any vacant  seats)  will in no event  exceed  ten  unless  otherwise
requested in writing by Stockholder or as provided  pursuant to the terms of the
Series A, B or C Preferred Stock in effect on the date hereof.

     (g) Except as may  otherwise  be  required  under the rules of The New York
Stock  Exchange  or  the  SEC  or as  may  be  agreed  to by a  majority  of the
Stockholder Designees, at all times after the date hereof, the Company will take
such action to ensure that the  Stockholder  Designees are  represented  on each
committee of the Board in at least the same  proportion as their  representation
on the entire  Board and that each  committee  will  consist  of at least  three
members, other than any committee comprised solely of Non-Stockholder  Designees
established for the purpose of considering transactions in which the Stockholder
or  its  Affiliates  or  Associates  have  an  interest   different  from  other
stockholders of the Company.

     2.2  Voting  for  Other  Directors.  (a) (a)  For as  long  as  Stockholder
beneficially owns at least 15.0% of the issued and outstanding Voting Securities
on an as-converted  basis,  Stockholder will vote all Voting  Securities that it
beneficially owns to elect as directors (i) three Independent Directors and (ii)
from and after the date the Board is increased to ten  members,  one  additional
Person who is not an Affiliate or Associate of  Stockholder or its Affiliates or
Associates   (other  than  the  Company)   (such   designees,   "Non-Stockholder
Designees").

     (b) The  Company  shall use its best  efforts to cause the  Non-Stockholder
Designees  selected in  accordance  with this Section 2.2 to serve on the Board.
The Company,  at each meeting of  stockholders of the Company at which directors
are elected or pursuant to which such action is to be taken by written  consent,
will  nominate  for  election  as  directors  of  the  Company  such  number  of
Non-Stockholder  Designees such that following such election the Non-Stockholder
Designees  who are  members  of the  Board  represent  the  aggregate  number of
Non-Stockholder Designees that are to be elected in accordance with this Section
2.2. The Company will solicit proxies from its  stockholders  for such nominees,
vote all  proxies  in favor  of such  nominees,  except  for such  proxies  that
specifically  indicate to the  contrary,  and  otherwise use its best efforts to
cause  such  nominees  to be  elected  to  the  Board  as  herein  contemplated.
Notwithstanding anything in the Articles of Restatement or bylaws of the Company
to the contrary,  in the event any  Non-Stockholder  Designee shall be unable to
serve as a director,  a replacement for such director shall be designated in the
same manner as set forth in this Section 2.2.

     (c)  "Independent  Director"  shall  mean a Person  who (i)  satisfies  the
qualification  requirements as an "independent"  director and as a member of the
audit  committee of the Company under the rules and  regulations of The New York
Stock Exchange and (ii) is not an Affiliate of Stockholder.

     2.3 Other  Voting  Rights.  Stockholder  and the  Company  agree that under
applicable  law,  including  without  limitation  Section 2-419 of the MGCL, and
pursuant to the Company's constituent documents, neither the Stockholder nor the
Stockholder  Designees  would be precluded,  and the Company agrees that it will
not  assert  that  the  Stockholder  or  any  of the  Stockholder  Designees  is
precluded,  from voting with respect to any  transaction  involving  Stockholder
following appropriate disclosure to the then directors of any circumstances that
could provide the basis for an assertion of a conflict of interest.

     2.4 Access.  The Company will, and will cause its  subsidiaries and each of
the Company's and its  subsidiaries'  officers,  directors,  employees,  agents,
representatives,  accountants and counsel to: (a) afford the officers, employees
and   authorized   agents,   accountants,   counsel,   financing   sources   and
representatives of Stockholder  reasonable access, during normal business hours,
to the offices,  properties,  other facilities, books and records of the Company
and  each  subsidiary  and to  those  officers,  directors,  employees,  agents,
accountants  and  counsel of the  Company  and of each  subsidiary  who have any
knowledge  relating  to the  Company or any  subsidiary  and (b)  furnish to the
officers,  employees and  authorized  agents,  accountants,  counsel,  financing
sources and  representatives  of  Stockholder,  such  additional  financial  and
operating  data and other  information  regarding  the  assets,  properties  and
goodwill of the  Company and its  subsidiaries  (or legible  copies  thereof) as
Stockholder may from time to time reasonably request (other than information and
material  from the  Company's  counsel  which is subject to the  attorney/client
privilege,  which  information  and  material  shall  be made  available  to the
Stockholder Designees in their capacity as members of the Board).

     2.5 Restriction on Acquisition of Voting  Securities.  Except in connection
with the  acquisition  of  Voting  Securities  in a  transaction  approved  by a
committee of the Board,  all of the members of which  committee shall consist of
Non-Stockholder  Designees,  Stockholder will not purchase or otherwise  acquire
beneficial  ownership of more than 80% of the Voting  Securities then issued and
outstanding on an as-converted basis. Notwithstanding the foregoing, Stockholder
shall not be in breach of this  Section 2.5 as the result of (i) an  acquisition
of Voting  Securities  by the Company  which,  by reducing  the number of Voting
Securities outstanding,  increases the proportionate number of Voting Securities
beneficially owned by Stockholder in excess of 80% of the Voting Securities then
issued  and  outstanding  on an  as-converted  basis,  (ii) the  acquisition  by
Stockholder  of newly issued Voting  Securities  directly  from the Company,  or
(iii) any  increase  in the number of Voting  Securities  beneficially  owned by
Stockholder  as  a  result  of  the  anti-dilution   provisions  of  any  Voting
Securities.  This  Section  2.5  will  immediately  terminate  if a third  party
publicly announces an intent to effect a transaction,  "commence a tender offer"
(within  the  meaning of Rule 14d-2 under the  Exchange  Act),  or enter into an
agreement contemplating the acquisition of, 20% or more of the Voting Securities
then issued and outstanding on an as-converted basis.

                          III. TRANSFER OF SECURITIES

     3.1  Transfer of Voting  Securities  by  Stockholder.  (a) (a)  Stockholder
agrees that Stockholder will not Transfer Voting Securities  beneficially  owned
by it, the effect of which  would  cause the  transferee  to acquire  beneficial
ownership  of 10%  or  more  of the  Voting  Securities  then-outstanding  on an
as-converted basis (other than to any Affiliate of Stockholder),  unless,  prior
to such  Transfer  (i) notice of such  Transfer is given to the Company and (ii)
the Person to whom such Voting  Securities are to be Transferred  enters into an
Assumption Agreement.

     (b) In the event of any  purported  Transfer by  Stockholder  of any Voting
Securities not made in compliance with this Section 3.1, such purported Transfer
will be void and of no  effect  and the  Company  will not give  effect  to such
Transfer.  The Company  shall be entitled to treat the prior owner as the holder
of any such Securities not Transferred in accordance with this Agreement.

     3.2 Legend. Each certificate  representing Securities issued to Stockholder
will bear a legend on the face thereof  substantially  to the  following  effect
(with such additions thereto or changes therein as the Company may be advised by
counsel are required by law (the "Legend")):

          "THE SHARES OF STOCK  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
     REGISTERED  UNDER THE  SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR
     OTHERWISE  DISPOSED OF UNLESS THEY HAVE BEEN  REGISTERED  UNDER THAT ACT OR
     ANY OTHER APPLICABLE LAW OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

          "THE SHARES OF STOCK  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
     SECOND AMENDED AND RESTATED STOCKHOLDERS  AGREEMENT,  DATED APRIL 30, 2002,
     BETWEEN THE COMPANY AND EXPLORER HOLDINGS, L.P., A COPY OF WHICH IS ON FILE
     WITH THE SECRETARY OF THE COMPANY. NO TRANSFER,  SALE, ASSIGNMENT,  PLEDGE,
     HYPOTHECATION  OR OTHER  DISPOSITION OF THE SECURITIES  REPRESENTED BY THIS
     CERTIFICATE  MAY BE MADE EXCEPT IN ACCORDANCE  WITH THE  PROVISIONS OF SUCH
     AGREEMENT."


The Legend will be removed by the Company  promptly  following the delivery of a
legal opinion from counsel to the  Stockholder to the effect that such legend is
no longer  required for purposes of  applicable  securities  laws. In connection
with the foregoing,  the Company agrees that, if the Company is required to file
reports  under the Exchange  Act, for so long as and to the extent  necessary to
permit the Stockholder to sell any Securities  pursuant to Rule 144, the Company
will use its reasonable efforts to file, on a timely basis, all reports required
to be filed  with the SEC by it  pursuant  to Section  13 of the  Exchange  Act,
furnish to the  Stockholder  upon request a written  statement as to whether the
Company  has  complied  with such  reporting  requirements  during the 12 months
preceding  any proposed  sale under Rule 144 and  otherwise  use its  reasonable
efforts to permit such sales pursuant to Rule 144.

     3.3  Transfers of Voting  Securities  by  Stockholder.  The Company and its
transfer agent may not refuse to Transfer any Voting Securities,  passing either
by voluntary  Transfer or by operation of law, by  Stockholder  if such Transfer
(i) complies with Section 3.1 hereof and (ii) would not, in the written  opinion
of counsel to Stockholder  reasonably acceptable to the Company,  disqualify the
Company as a Real Estate  Investment  Trust under the  Internal  Revenue Code of
1986, as amended.

     3.4 Registration  Rights.  Upon  consummation of any Transfer of Securities
constituting  5% or more of the  Securities  (other  than a Transfer in a Public
Offering or pursuant to Rule 144 under the Securities  Act) on an  as-converted,
fully diluted basis, the Company will enter into a registration rights agreement
in favor of such transferee substantially in the form of the Registration Rights
Agreement,  with such modifications thereto as are acceptable to such transferee
that do not materially increase the Company's obligations  thereunder (excluding
the effects of multiple parties);  provided,  however, that in no event will the
Company be required to grant more than one demand  registration  right for every
5% of Securities then outstanding involved in such Transfer of Securities.

                               IV. MISCELLANEOUS

     4.1  Termination.  (a) (a) The provisions of this Agreement will terminate,
and be of no  further  force  or  effect  (other  than  with  respect  to  prior
breaches), on February 20, 2007.

     (b)  Any  portion  or all of this  Agreement  will  terminate  and be of no
further force and effect upon written agreement of the parties to that effect.

     4.2 Specific  Performance.  The parties  agree that any breach by either of
them of any provision of this Agreement would irreparably  injure the Company or
the  Stockholder,  as the  case  may be,  and  that  money  damages  would be an
inadequate remedy therefor.  Accordingly, the parties agree that the other party
will be  entitled  to one or more  injunctions  enjoining  any such  breach  and
requiring  specific  performance  of this  Agreement  and  consent  to the entry
thereof,  in addition to any other  remedy to which such other party is entitled
at law or in equity.

     4.3 Notices. All notices, requests and other communications to either party
hereunder will be in writing (including telecopy or similar writing) and will be
given:

                  If to the Company, to:

                           Omega Healthcare Investors, Inc.
                           9690 Deereco Road, Suite 100
                           Timonium, Maryland 21093
                           Attention:  Chief Financial Officer
                           Fax: (734) 887-0388

                  with a copy to:

                           Powell, Goldstein, Frazer & Murphy LLP
                           191 Peachtree Street, N.E.
                           Suite 1600
                           Atlanta, Georgia 30303
                           Attention:  Rick Miller or
                           Eliot Robinson
                           Fax: (404) 572-6999

                  If to Stockholder, to:

                           Explorer Holdings, L.P.
                           c/o The Hampstead Group, L.L.C.
                           4200 Texas Commerce Tower West
                           2200 Ross Avenue
                           Dallas, Texas 75801
                           Attention:  Kymberlyn J. Irvin
                           Fax: (214) 220-4949

                  with a copy to:

                           Jones, Day, Reavis & Pogue
                           222 East 41st Street
                           New York, New York  10017
                           Attention:  Thomas W. Bark
                           Fax:  (212) 755-7306

or such other address or telecopier  number as such party may hereafter  specify
by  notice  to the other  party  hereto.  Each  such  notice,  request  or other
communication  shall be effective  only when  actually  delivered at the address
specified in this Section 4.3, if delivered  prior to 5:00 (local time) and such
day is a  Business  Day,  and  if  not,  then  such  notice,  request  or  other
communication shall not be effective until the next succeeding Business Day.

     4.4  Amendments:  No Waivers.  (a) Any  provision of this  Agreement may be
amended or waived if, and only if,  such  amendment  or waiver is in writing and
signed, in the case of an amendment,  by the Company and Stockholder,  or in the
case of a waiver, by the party against whom the waiver is to be effective.

     (b) No failure  or delay by any party in  exercising  any  right,  power or
privilege  hereunder  will  operate as a waiver  thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided will be cumulative and not exclusive of any rights or remedies provided
by law.

     4.5  Successors  and Assigns.  The  provisions  of this  Agreement  will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, provided,  however, that none of the parties may assign,
delegate or otherwise  transfer any of their  rights or  obligations  under this
Agreement  without the written  consent of the other party hereto.  Neither this
Agreement nor any  provision  hereof is intended to confer upon any Person other
than the parties hereto any rights or remedies hereunder.

     4.6 Counterparts; Effectiveness. This Agreement may be signed in any number
of counterparts,  each of which will be an original,  with the same effect as if
the signatures thereto and hereto were upon the same instrument.  This Agreement
will become  effective  when each party hereto shall have received a counterpart
hereof signed by the other party hereto.

     4.7  Entire  Agreement.  This  Agreement,  the  Investment  Agreement,  the
Registration  Rights Agreement and the documents  contemplated  thereby (and all
schedules  and  exhibits  thereto)  constitute  the entire  agreement  among the
parties  with  respect to the  subject  matter  hereof and  supersede  all prior
agreements,  understandings and negotiations, both written and oral, between the
parties with respect thereto.

     4.8 Governing Law. This Agreement shall be construed in accordance with and
governed  by the laws of the State of  Delaware,  without  giving  effect to the
principles of conflict of laws thereof.

     4.9  Calculation of Beneficial  Ownership.  Any provision in this Agreement
that refers to a percentage of Voting  Securities  shall be calculated  based on
the  aggregate  number of issued and  outstanding  shares of Common Stock at the
time of such  calculation  (including any shares of Common Stock that would then
be issuable  upon the  conversion  of the Series C Preferred or any  outstanding
convertible security), but shall not include any shares of Common Stock issuable
upon any options,  warrants or other  securities that are exercisable for Common
Stock.

     4.10  Severability.  In the  event  that any one or more of the  provisions
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the  remaining  provisions  contained  herein  shall not be in any way  impaired
thereby,  it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

     4.11  Jurisdiction;  Consent to Service of Process.  (a) Each party  hereby
irrevocably and  unconditionally  submits,  for itself and its property,  to the
exclusive  jurisdiction  of any state or federal  court  located in the State of
Delaware (as applicable,  a "Delaware Court"),  and any appellate court from any
such court, in any suit, action or proceeding arising out of or relating to this
Agreement,  or for recognition or enforcement of any judgment resulting from any
such  suit,  action  or  proceeding,  and  each  party  hereby  irrevocably  and
unconditionally  agrees  that all claims in respect of any such suit,  action or
proceeding may be heard and determined in the Delaware Court.

     (b) It will be a condition  precedent  to each  party's  right to bring any
such suit,  action or proceeding  that such suit,  action or proceeding,  in the
first  instance,  be brought in the Delaware Court (unless such suit,  action or
proceeding is brought solely to obtain discovery or to enforce a judgment),  and
if each such court refuses to accept  jurisdiction  with respect  thereto,  such
suit, action or proceeding may be brought in any other court with jurisdiction.

     (c) No party may move to (i) transfer any such suit,  action or  proceeding
from the Delaware Court to another jurisdiction, (ii) consolidate any such suit,
action or  proceeding  brought  in the  Delaware  Court  with a suit,  action or
proceeding in another  jurisdiction,  or (iii) dismiss any such suit,  action or
proceeding brought in the Delaware Court for the purpose of bringing the same in
another jurisdiction.

     (d) Each  party  hereby  irrevocably  and  unconditionally  waives,  to the
fullest extent it may legally and  effectively do so, (i) any objection which it
may now or  hereafter  have to the  laying  of  venue  of any  suit,  action  or
proceeding  arising out of or relating to this Agreement in the Delaware  Court,
(ii) the  defense  of an  inconvenient  forum to the  maintenance  of such suit,
action or  proceeding  in any such  court,  and (iii) the right to object,  with
respect  to such  suit,  action or  proceeding,  that such  court  does not have
jurisdiction  over such  party.  Each party  irrevocably  consents to service of
process in any manner  permitted by law.  Notwithstanding  the  foregoing,  this
Section  4.11 will not apply to (x) any suit,  action or  proceeding  by a party
seeking  indemnification or contribution pursuant to this Agreement or otherwise
in respect of a suit,  action or proceeding  against such party by a third party
if such suit,  action or  proceeding by such party  seeking  indemnification  or
contribution  is  brought in the same  court as the suit,  action or  proceeding
against such party or (y) any suit,  action or  proceeding to enforce a judgment
of a Delaware Court.

     4.12 WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO  IRREVOCABLY  WAIVES
ANY  AND  ALL  RIGHT  TO  TRIAL  BY JURY IN ANY  ACTION,  PROCEEDING,  CLAIM  OR
COUNTERCLAIM,  WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY,  ARISING OUT OF
OR IN ANY WAY RELATED TO THIS AGREEMENT.

     4.13 No Strict  Construction.  The parties hereto have participated jointly
in the negotiation and drafting of this Agreement.  In the event an ambiguity or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted  jointly by the parties  hereto,  and no  presumption or burden of
proof shall arise favoring or disfavoring  any party by virtue of the authorship
of any of the provisions of this Agreement.

                            [Signature page follows]

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.


                                    EXPLORER HOLDINGS, L.P.

                                    By:  EXPLORER HOLDINGS GENPAR,
                                         L.L.C., its General Partner



                                    By:  /S/ KYMBERLYN J. IRVIN
                                       -------------------------------
                                             Kymberlyn J. Irvin
                                             Vice President


                                    OMEGA HEALTHCARE INVESTORS, INC.



                                    By:  /S/ C. TAYLOR PICKETT
                                       -------------------------------
                                             C. Taylor Pickett
                                             Chief Executive Officer

<PAGE>

                                    EXHIBIT A

                          Form of Assumption Agreement

     The undersigned hereby agrees, effective as of the date hereof, to become a
party to, and be bound by the provisions  of,  Sections 2.2, 2.5, 3.1 and 3.2 of
that  certain   Second   Amended  and  Restated   Stockholders   Agreement  (the
"Agreement"),  dated as of April  30,  2002,  by and  between  Omega  Healthcare
Investors,  Inc.  and  Explorer  Holdings,  L.P.  and for all  purposes  of such
sections of the Agreement,  the  undersigned  shall be included  within the term
"Stockholder" (as defined in the Agreement). The address and facsimile number to
which notices may be sent to the undersigned is as follows:



____________________________
____________________________
____________________________
Facsimile No._______________




                                    [Name]


                                    By:  _____________________________
                                         Name:
                                         Title:

</TEXT>
</DOCUMENT>
