AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT is made this 16 ^th day of December, 2008, by and among Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), and Michael Ritz (the “Executive”).

The Company and the Executive are parties to an employment agreement effective as of May 7, 2007, as amended (the “Employment Agreement”).  The Company now desires to amend the Employment Agreement for compliance with final regulations under Section 409A of the Internal Revenue Code.

In consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Employment Agreement is amended as follows:

1.   By adding after the phrase in the third to last sentence of Section 3(c)(i) “not less frequen