Common stock offered by us

SECOND AMENDMENT TO THE

ASSET PURCHASE AGREEMENT

BY AND AMONG

DIAKON LUTHERAN SOCIAL MINISTRIES, ET AL.

(“SELLER”)

AND

RE SELINSGROVE, LLC, ET AL.

(“BUYER”)

Dated as of March 15, 2005

SECOND AMENDMENT

     This SECOND AMENDMENT to the Asset Purchase Agreement (“Second Amendment”) is made and entered into as of March 15, 2005, by and among DIAKON LUTHERAN SOCIAL MINISTRIES, TRESSLER LUTHERAN SERVICES, THE LUTHERAN WELFARE SERVICE OF NORTHEASTERN PENNSYLVANIA, INC., THE LUTHERAN HOME AT TOPTON, PENNSYLVANIA AND SUSQUEHANNA HOUSING, INC. (“Seller”) and RE SELINSGROVE, LLC, RE MIFFLIN, LLC, RE HAZLETON, LLC, RE POTTSVILLE, LLC, RE NEW BLOOMFIELD, LLC, RE MILLERSBURG, LLC and RE EVERETT, LLC, RE FROSTBURG, LLC, RE SALISBURY, LLC, (“Buyer”) AND OP SELINSGROVE, LLC, OP MIFFLIN, LLC, OP HAZLETON, LLC, OP HAZLETON II, LLC, OP NEW BLOOMFIELD, LLC,, OP MILLERSBURG, LLC, OP EVERETT, LLC, OP FROSTBURG, LLC AND OP SALISBURY, LLC (“BUYER’S OPERATORS).

WITNESSETH:

     WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement as of February 15, 2005 (“Asset Purchase Agreement”), whereby Seller agreed to sell, and Buyer agreed to purchase substantially all of the assets of certain nursing homes, assisted living facilities, and independent living facilities owned by Seller throughout Pennsylvania and Maryland, specifically identified on Exhibit “A” attached hereto; and

     WHEREAS, Seller and Buyer entered into the First Amendment to the Asset Purchase Agreement, as of February 28, 2005; and

     WHEREAS, Seller and Buyer have found it necessary to further modify certain terms of said Asset Purchase Agreement in order to clarify their further negotiations regarding the same; and

     WHEREAS, the parties desire to set forth those certain changes to the Asset Purchase Agreement in this Second Amendment.

     NOW THEREFORE, for and in consideration of the premises, and the agreements, covenants, representations and warranties hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of all of which are forever acknowledged and confessed, the parties hereto, intending to be legally bound hereby, agree as follows:

     1. Section 2.2, Allocation of Purchase Price, shall be amended to add the following sentence: “Seller and Buyer’s agreed upon Allocation of the Purchase Price shall be attached hereto as Schedule 2.2.”

     2. The Schedule reference in Section 4.14.11 in the Asset Purchase Agreement is hereby amended from Schedule 4.14.10 to 4.14.11.

     3. Section 5.6, Brokers and Finders, of the Asset Purchase Agreement is hereby amended to reference the Schedule 5.4 to become Schedule 5.6.

     4. Section 8.17, Financing, of the Asset Purchase Agreement is hereby amended and restated to read as follows: “Buyer shall have obtained one or more debt and/or equity financing commitments from Behrman Capital, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc., and LaSalle Bank (collectively “Lender”), and Buyer shall have received the proceeds of said financing in an amount sufficient to enable Buyer to pay the Purchase Price as of the Closing Date.

     5. Schedule 10.1(a), Locations, is hereby renumbered to be Schedule 10.1.

     6. Section 13.19.3, shall read “Intentionally Omitted”.

     7. Paragraph 13.20 of said Asset Purchase Agreement, Incorporation by Reference, shall be hereby amended by removing the date, March 11, 2005, and substituting the new date of March 15, 2005, in its place.

     8. The parties hereto hereby agree to the attached Exhibit B, Addendum to the Schedules of the Asset Purchase Agreement, as of this date. The parties further agree that the parties are not in complete agreement with the remaining wording of Schedule 4.14, and have identified issues related thereto and will amend said Schedule in a subsequent amendment to the Asset Purchase Agreement.

     9. The parties hereto otherwise ratify and confirm all of the remaining terms of the Asset Purchase Agreement.

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     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed in multiple originals by their duly authorized officers, all as of the date and year first above written. This Second Amendment may be executed and delivered in multiple counterparts and each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same Second Amendment.

BUYER:		RE SELINSGROVE, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		RE MIFFLIN, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		RE HAZLETON, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		RE POTTSVILLE, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		RE NEW BLOOMFIELD, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		RE MILLERSBURG, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary

		RE EVERETT, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		RE FROSTBURG, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		RE SALISBURY, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		BUYER’S OPERATORS
		OP SELINSGROVE, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		OP MIFFLIN, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		OP HAZLETON, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		OP HAZLETON II, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary

		OP POTTSVILLE, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		OP NEW BLOOMFIELD, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		OP MILLERSBURG, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		OP EVERETT, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		OP FROSTBURG, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary
		OP SALISBURY, LLC
		By: /s/ Rosemary L. Corsetti
		Name: Rosemary L. Corsetti
		Title: Secretary

SELLER:		DIAKON LUTHERAN SOCIAL MINISTRIES
		By: /s/ Daun E. McKee
		Name: Daun E. McKee
		Title: President and Chief Executive Officer
		TRESSLER LUTHERAN SERVICES
		By: /s/ Daun E. McKee
		Name: Daun E. McKee
		Title: President and Chief Executive Officer
		THE LUTHERAN WELFARE SERVICE OF NORTHEASTERN PENNSYLVANIA, INC.
		By: /s/ Daun E. McKee
		Name: Daun E. McKee
		Title: President and Chief Executive Officer
		THE LUTHERAN HOME AT TOPTON, PENNSYLVANIA
		By: /s/ Daun E. McKee
		Name: Daun E. McKee
		Title: President and Chief Executive Officer
		SUSQUEHANNA HOUSING, INC.
		By: /s/ Daun E. McKee
		Name: Daun E. McKee
		Title: President and Chief Executive Officer