Common stock offered by us

Exhibit 10.34

FIRST AMENDMENT TO

ASSET AND REAL ESTATE PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO ASSET AND REAL ESTATE PURCHASE AGREEMENT (this “Amendment”), dated as of April 26, 2004, is entered into by and between Baldwin/Green Acres Limited Partnership, an Ohio limited partnership (“Seller”), and RE2 Kenton, Inc., an Ohio corporation (“Buyer”);

     WHEREAS, Seller and Buyer have entered into that certain Asset and Real Estate Purchase Agreement, dated March 31, 2004 (the “Agreement”), pursuant to which the Seller has agreed to sell, and the Buyer has agreed to purchase the Premises (the “Transaction”);

     WHEREAS, pursuant to the Agreement, the closing for the Transaction is scheduled for April 30, 2004;

     WHEREAS, Seller and Buyer acknowledge that certain conditions to closing cannot be completed by April 30, 2004;

     WHEREAS, Seller and Buyer still desire to affect the Transaction;

     NOW, THEREFORE, in consideration of the premises, agreements, covenants, representations and warranties set forth herein 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 3.1 of the Agreement shall be amended and restated in its entirety as follows:

          3.1 Closing.

     Subject to the satisfaction or waiver by the appropriate party of all the conditions precedent to Closing specified in Articles 8 and 9 hereof, the consummation of the transactions (the “Closing”) shall take place at the offices of Buchanan Ingersoll Professional Corporation, One Oxford Centre, 301 Grant Street, 20th Floor, Pittsburgh, Pennsylvania, 15219, at 8:30 a.m. on or before May 21, 2004 or at such later or earlier date and/or such other location as the parties hereto may mutually agree in writing or as otherwise in this Agreement (the “Closing Date”). The Closing shall be effective as of 12:01 a.m. then prevailing Eastern time on May 22, 2004 (the “Effective Time”).

     2. Section 10.1 of the Agreement shall be amended and restated in its entirety as follows:

          10.1 Termination Prior to Closing.

     Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual consent of Buyer

and Seller; (ii) on or prior to the Closing Date by Buyer if there has been a material adverse change in the financial condition or results of operations of the Assets since the date hereof; (iii) on or prior to closing by Buyer if any of the conditions specified in Article 8 of this Agreement have not been substantially satisfied and satisfaction of such condition shall not have been waived; (iv) on or prior to Closing by Seller if any of the conditions specified in Article 9 of this Agreement have not been satisfied and satisfaction of such condition shall not have been waived; (v) by Buyer in accordance with the provisions of Sections 6.7, 8.9 or 8.16; (vi) by Buyer or Seller if Closing shall not have taken place on or before 11:59 p.m. (Eastern time) on May 21, 2004 (which date may be extended by mutual agreement of Buyer and Seller).

     Notwithstanding the foregoing, a party shall not be allowed to exercise any right of termination if the event giving rise to the termination right shall be due to the willful breach of this Agreement by such party seeking to terminate this Agreement to perform or observe in any material respect of the covenants or agreement set forth herein to be performed or observed by such party.

     3. Section 12.8 of the Agreement shall be amended and restated in its entirety as follows:

          12.8 Accounting Date.

     The transactions contemplated hereby shall be effective for accounting purposes as of 12:01 a.m. (Eastern time) on May 22, 2004, unless otherwise agreed in writing by Seller and Buyer.

     4. The parties further acknowledge that the signature page of the Agreement inadvertently referred to Seller as “Buyer” and Buyer as “Seller,” as well as including one of Buyer’s affiliates. The parties hereto agree that the identities of the Seller and Buyer are as set forth in the recitals to this Amendment and the Agreement.

     5. Except as expressly amended by this Amendment, the Agreement shall remain in effect as originally agreed upon by the parties and is incorporated herein by reference.

     6. Capitalized terms used herein as defined terms shall have the meanings ascribed to them in the Agreement.

     7. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Ohio without regard to such state’s conflicts of law or choice of law rules.

     8. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute but one and the same instrument.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed in multiple originals by their duly authorized officers, all as of the date and year first above written.

SELLER:		BALDWIN/GREEN ACRES, Limited Partnership
		By: Green Acres Nursing Home, Inc.
						General Partner
				By:		/s/ Deborah Wigle
				Name: Deborah Wigle
				Title: Co-President
				By:		/s/ Cleo Morris
				Name: Cleo Morris
				Title: Co-President

BUYER:		RE2 KENTON, INC.
		By:		/s/ Lawrence R. Deering
		Name: Lawrence R. Deering
		Title: Chairman and CEO