FIRST AMENDMENT TO
                        OMEGA HEALTHCARE INVESTORS, INC.
                            2000 STOCK INCENTIVE PLAN

         This  Amendment is made  effective  June 30, 2000, by Omega  Healthcare
Investors, Inc., a Maryland corporation (the "Company").

                                  Introduction
                                  ------------

         The Company maintains the Omega Healthcare  Investors,  Inc. 2000 Stock
Incentive  Plan pursuant to a document  approved by the Board of Directors as of
June 14, 2000 (the "Plan").  The Board of Directors has determined that it is in
the best  interest of the Company not to allow stock  options  issued  under the
Plan to be amended to reduce the exercise price and adopted a consent resolution
to that effect dated June 30, 2000.

         NOW, THEREFORE, the Plan is hereby amended, effective June 30, 2000, by
adding the following to the end of Section 3.2(a):

                  "Notwithstanding  any other provision  hereof,  and except for
         adjustments  to the  Exercise  Price as  contemplated  by  Section  5.2
         hereof,  in no  event  will  the  Exercise  Price  per  share  of Stock
         purchasable  under any Option be reduced after the date of grant of the
         Option and no Option may be canceled or  surrendered in exchange for an
         Option with a lower Exercise Price."

         Except as specifically  amended  hereby,  the Plan shall remain in full
force and effect as prior to this First Amendment.

         IN WITNESS  WHEREOF,  the Company  has  executed  this First  Amendment
effective as of June 30, 2000.


                                                   By: /s/ Susan Allene Kovach
                                                       ----------------------
                                                        Susan Allene Kovach
                                                        Vice President