Amendment No. 1 to Transition Services Agreement

Exhibit 99.3

Amendment No. 1 to
Transition Services Agreement

This Amendment No. 1 to Transition Services Agreement is made effective as of June 9, 2005.

BACKGROUND

As of December 1, 2003, Genesis HealthCare Corporation, a Pennsylvania corporation (“GHC”), and NeighborCare, Inc. f/k/a Genesis Health Ventures, Inc., a Pennsylvania corporation (“NeighborCare”), entered a Transition Services Agreement (“Agreement”).

GHC and NeighborCare now desire to amend the Agreement as set forth in this Amendment No. 1 (“Amendment”).

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the mutual promises set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree that the Agreement is amended such that notwithstanding anything else in the Agreement to the contrary:

1.                Genesis will not invoice, and NeighborCare will not be obligated to pay, any additional amounts with respect to transition services rendered prior to January 1, 2005.

2.                The cost of transition services pr