Exhibit 10.1

Execution Version

AMENDMENT NO. 1

TO

MANAGEMENT AGREEMENT

     This Amendment No. 1 to Management Agreement (the “ Amendment ”) by and between Care Investment Trust Inc., a Maryland corporation (the “ Company ”), and CIT Healthcare LLC, a Delaware limited liability company (the “ Manager ,” and, together with the Company, the “Parties”) is dated as of September 30, 2008. All capitalized terms used, but not defined, in this Amendment shall have the meanings ascribed to such terms in the Management Agreement (defined below).

WITNESSETH:

     WHEREAS, the Parties entered into a Management Agreement dated as of June 27, 2007 (the “ Management Agreement ”) wherein the Company retained the Manager to manage the business and investment affairs of the Company and its Subsidiaries and to perform services for the Company in the manner and on the terms set forth in the Management Agreement; and

     WHEREAS, the Parties now desire to amend the Management Agreement to provide for certain modifications to the payment and termination provisions contained therein, which amendments shall be effective as of the Effective Date (defined below); and

     WHEREAS, in connection with, and as consideration for, this Amendment, the Parties are separately entering into a Warrant Agreement wherein the Company shall grant to the Manager under the Company’s Manager Equity Plan warrants to purchase from the Company up to 435,000 shares of the Company’s common stock at an exercise price of $17.00 per share.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein made, the parties hereto hereby agree as follows:

     Section 1. Reduction of Base Management Fee . The definition of “Base Management Fee” included in Section 1(a) of the Management Agreement is hereby amended in its entirety to read as follows:

     “ Base Management Fee ” means the base management fee, calculated and payable monthly in arrears, in an amount equal to one-twelfth of 0.875% of Equity.”

     Section 2. Minimum Termination Fee . The definition of “Termination Fee” included in Section 1(a) of the Management Agreement is hereby amended in its entirety to read as follows:

     “ Termination Fee ” means a termination fee equal to the average annual Base Management Fee as earned by the Manager during the two years immediately preceding the most recently completed fiscal quarter prior to the date of termination, multiplied by three (3); provided , however , that in no event shall such termination fee be less than Fifteen Million Four Hundred Thousand Dollars ($15,400,000).

     Section 3. Other Definitions . The following definitions included in Section 1(a) of the Management Agreement shall be deleted in their entirety: “Funds From Operations”; “Incentive Fee”; “Incentive Fee Computation Notice”; “Last Appraiser”; “Ten-Year U.S. Treasury Rate” and “Valuation Notice”

     Section 4. Compensation .

     Section 6(a) is hereby amended in its entirety to read as follows: “(a) For the services rendered under this Agreement, the Company shall pay to the Manager the Base Management Fee.”

     The following sub-sections of Section 6 of the Management Agreement shall be deleted in their entirety: Section 6(e); Section 6(f); Section 6(g); and Section 6(h).

     Section 5. Effective Date . The effective date of this Amendment shall be August 1, 2008 (the “ Effective Date ”).

     Section 6. Counterparts . This Amendment may be executed by the Parties to this Amendment on any number of separate counterparts (including by telecopy or portable device format or “pdf”), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

     Section 7. Severability . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 8. No Other Changes to Management Agreement . Apart from the amendments contained herein, all other terms and provisions of the Management Agreement remain in full force and effect.

[ Signature Page Follows ]

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

Exhibit 10.2

WARRANT

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

WARRANT TO PURCHASE COMMON STOCK

OF

CARE INVESTMENT TRUST INC.

W2008-1

     This is to certify that, FOR VALUE RECEIVED, CIT HEALTHCARE LLC or its assigns registered on the registry books maintained by the Company (“ Holder ”), is entitled to purchase, subject to the provisions of this Warrant, from Care Investment Trust Inc., a Maryland corporation (the “ Company ”), up to four hundred thirty-five thousand (435,000) fully paid, validly issued and nonassessable shares (the “ Warrant Shares ”) of the common stock, par value $.001 per share, of the Company (“ Common Stock ”), at the Exercise Price (as defined below) at any time or from time to time during the period commencing on the date this Warrant is issued to the Holder, through the Warrant Expiration Date (the “ Exercise Period ”). The number of Warrant Shares to be received upon the exercise of this Warrant and the price to be paid for each Warrant Share may be adjusted from time to time as hereinafter set forth.

      1. Definitions . As used herein, the following terms shall have the following meanings, unless the context shall otherwise require:

     (a) “ Exercise Date ” shall mean the date on which the Company shall have received both (a) the Notice of Exercise annexed hereto duly executed by the Holder hereof or his attorney duly authorized in writing, and (b) if payment is to be made in cash, cash or an official bank or certified check made payable to the Company, of an amount in lawful money of the United States of America equal to the Exercise Price.

     (b) “ Exercise Price ” shall mean the purchase price to be paid upon exercise of this Warrant in accordance with the terms hereof, which price shall be $17.00 per Warrant Share, subject to adjustment from time to time pursuant to the provisions of Section 5 hereof.

     (c) “ Warrants ” shall mean this Warrant and any warrants into which this Warrant may be divided or exchanged.

     (d) “ Warrant Expiration Date ” shall mean 5:00 P.M. (New York time) on September 30, 2018.

      2. Exercise .

          (a) The purchase rights represented by this Warrant shall be exercisable by the Holder in whole or in part at any time or from time to time during the Exercise Period by the surrender of this Warrant and the Notice of Exercise attached as Annex I hereto duly completed and executed on behalf of the Holder, together (unless such exercise is on a cashless basis pursuant to Section 2(b)) with the payment to the Company, by cash or official bank or certified check, of the Exercise Price for the Warrant Shares so purchased, at the principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company). This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above (including payment), and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date (but no more than five (5) days thereafter), the Company, at its expense, shall issue and deliver to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company, at its expense, shall, simultaneously with the delivery described in the immediately preceding sentence, execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised.

     (b) The Holder may, at its option, exchange this Warrant on a cashless basis, in whole or in part (a “ Warrant Exchange ”), for the number of Warrant Shares determined in accordance with this Section 2(b), by surrendering this Warrant at the principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), accompanied by the Notice of Exercise attached as Annex I hereto duly completed and executed on behalf of the Holder indicating the Holder’s intent to effect such exchange, the number of Warrant Shares underlying such Warrant to be exchanged and the date of the notice of such intent to exchange (the “ Notice of Exchange ”). The Warrant Exchange shall take place on the date set forth in the Notice of Exchange (the “ Exchange Date ”), which date shall not be prior to the date the Notice of Exchange was delivered. Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder as soon as practicable (but not more than five (5) business days) following the Exchange Date. In connection with any Warrant Exchange, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula:

		X =		Y (A - B)      A

     For the purpose of any computation under Subsections (b) above, the current market price per share of Common Stock on the Exchange Date shall be determined as follows:

          (i) If the Common Stock is listed on or quoted for trading on the American Stock Exchange, the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market, or the Nasdaq Capital Market, the current market value shall be the last reported sale price of the Common Stock on such exchange on such trading day or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange;

          (ii) If the Common Stock is not so listed or quoted for trading, but is traded or quoted for trading on the OTC Bulletin Board or in the pink sheets, the current market value shall be the mean of the average of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. for such trading day (or if no such prices are available on such date, the most recent date preceding such date when such prices were reported); or

          (iii) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than book value thereof as at the end of the most recent fiscal year of the Company ending prior to such business day, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.

      3. Reservation of Shares; Payment of Taxes; Etc .

          (a) The Company has issued this Warrant under the Manager Equity Plan adopted by the Company on June 21, 2007. The Company covenants that it will reserve a sufficient number of shares of Common Stock to satisfy its obligation to issue Common Stock upon the exercise of this Warrant pursuant to the terms hereof. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants and payment of the Exercise Price shall, at the time of delivery, be duly and validly issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issue thereof (other than those which the Company shall promptly pay or discharge).

     (b) The Company will use reasonable efforts to obtain appropriate approvals or registrations under state “blue sky” securities laws with respect to the issuance of the Warrant and the Warrant Shares; provided , however , that the Company shall not be obligated to file any general consent to service of process or qualify as a foreign corporation in any jurisdiction. With respect to any such state securities laws, however, Warrants may not be exercised by, or shares

of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful.

     (c) The Company shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect to the issuance of any Warrants or any Warrant Shares; provided , however , that if the Warrant Shares are to be delivered in a name other than the name of the Holder of the Warrant being exercised, then no such delivery shall be made unless the person requesting the same has paid to the Company the amount of transfer taxes or charges incident thereto, if any.

      4. Exchange, Transfer, Assignment or Loss of Warrant .

          (a) This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Subject to compliance with the conditions set forth herein and upon surrender of this Warrant to the Company at its principal office with the form of Assignment annexed hereto as Annex II duly executed by the Holder (which Assignment Form shall include a representation by the Holder to the Company that the representations and warranties set forth in Section 8 are true and correct as of the date of such exercise as if they had been made on such date with respect to the Warrant Shares issuable upon such exercise) and funds sufficient to pay any transfer tax delivered by the Holder, the Company shall, without charge, subject to the Holder’s compliance with the restrictive legend set forth on the front page of this Warrant, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other warrants that carry the same rights upon presentation hereof at the principal office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the denominations in which new warrants are to be issued to the Holder and signed by the Holder hereof. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

     (b) The Warrant Shares constitute “Registrable Common Stock” under the Registration Rights Agreement dated as of June 27, 2007 by and between the Company, the Holder and CIT Real Estate Holding Corporation. If, at the time of the surrender of this Warrant in connection with any assignment of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act of 1933 (the “Securities Act”) and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such assignment (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel to the Holder, which opinion shall be reasonably acceptable to the Company and shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that such

transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

      5. Anti-Dilution Provisions . The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows:

          (a) In case the Company shall (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, then in each such case, (I) the aggregate number of Warrant Shares for which this Warrant is exercisable immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Holder shall be entitled to receive upon exercise of this Warrant the number of shares of Common Stock or other securities of the Company that it would have owned or would have been entitled to receive upon or by reason of any of the events described above, had this Warrant been exercised immediately prior to the occurrence of such event and (II) the Exercise Price in effect at the time of such event shall be adjusted by multiplying the Exercise Price immediately prior to such event by a fraction, the numerator of which shall be number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares issuable upon exercise of this Warrant immediately after such adjustment. Such adjustment shall be made successively whenever any event listed above shall occur. An adjustment made pursuant to this Section 5(a) shall become effective retroactively (X) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution or (Y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

     (b) In case of any reclassification, capital reorganization, exchange of shares, liquidation, recapitalization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 5(a) hereof), or in case of any consolidation or merger of the Company with or into another corporation or entity (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification or capital reorganization or change of the outstanding Common Stock) or in case of any sale, lease or conveyance to another corporation or entity of all or substantially all of the assets of the Company, then the Company shall, as a condition precedent to such transaction, cause lawful and effective provisions to be made (and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder) so that the Holder shall have the right thereafter upon exercise of this Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization, exchange of shares, liquidation, recapitalization, change, consolidation, merger, sale or conveyance by a holder of the number of

shares of Common Stock which might have been received upon conversion of this Warrant immediately prior to such reclassification, capital reorganization, exchange of shares, liquidation, recapitalization, change, consolidation, merger, sale or conveyance, and in any such event, such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for herein. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition described above, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing or otherwise acquiring such assets shall assume, by written instrument executed and mailed or delivered to the Holder of this Warrant at the last address of the Holder appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities, cash or properties as, in accordance with the foregoing provisions, the Holder may be entitled to acquire. The above provisions of this paragraph shall similarly apply to successive reorganizations, reclassifications, exchanges, liquidations, recapitalizations, changes, consolidations, mergers, sales, transfers or other dispositions, if any.

     (c) The Company shall promptly give written notice of any adjustment under this Section 5 to each Holder of the Warrants.

     (d) Irrespective of any adjustments in the Exercise Price or the number or kind of shares of Common Stock purchasable upon exercise of this Warrant, this Warrant may continue to express the same price and number and kind of Warrant Shares as were stated prior to such adjustment. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

      6. Fractional Warrants and Fractional Shares . The Company shall not be required to issue fractions of shares, upon exercise of this Warrant or otherwise, or to distribute certificates that evidence fractional shares. With respect to any fraction of a share called for upon any exercise of this Warrant, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined in accordance with Section 2(b) hereof, except that the price under clauses (i) and (ii) thereof shall be based on the ten (10) trading days prior to the date of exercise of this Warrant.

      7. Warrant Holders Not Deemed Stockholders . The Holder shall not, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of this Warrant for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until the Holder shall have exercised this Warrant and been issued shares of Common Stock in accordance with the provisions hereof.

      8. Investment Intent; Limited Transferability .

          (a) The Holder represents, by accepting this Warrant, that it understands that this Warrant and any securities obtainable upon exercise of this Warrant have not been registered for sale under Federal or state securities or blue sky laws and are being offered and issued to the Holder pursuant to one or more exemptions from the registration requirements of such securities laws. In the absence of an effective registration of such securities or an exemption therefrom, any certificates for such securities shall bear a legend substantially similar to the legend set forth on the first page hereof. The Holder understands that it must bear the economic risk of its investment in this Warrant and any securities obtainable upon exercise of this Warrant for an indefinite period of time, as this Warrant and such securities have not been registered under Federal or state securities or blue sky laws and therefore cannot be sold except as set forth in Section 4.

     (b) The Holder represents that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of this Warrant or the exercise of the Warrant and the financial condition, operations and business of the Company; and (ii) the opportunity to request such additional information which the Company possesses or can acquire without unreasonable effort or expense. Nothing contained in this Section 8(b) shall alter, amend or change the Holder’s reliance on the representations, covenants or warranties contained herein.

     (c) The Holder represents that it did not (i) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available, or (ii) attend any seminar, meeting or investor or other conference whose attendees were, to such Holder’s knowledge, invited by any general solicitation or general advertising.

     (d) The Holder represents that it is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and that it is acquiring the Warrants for its own account and not with a present view to, or for sale in connection with, any distribution thereof in violation of the registration requirements of the Securities Act, without prejudice, however, to such Holder’s right, subject to the provisions of this Warrant, at all times to sell or otherwise dispose of all or any part of the Warrant or Warrant Shares.

     (e) The Holder represents that it, either by reason of such Holder’s business or financial experience or the business or financial experience of its professional advisors, has such sophistication, knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Company and the capacity to protect such Holder’s interests in connection with the transactions contemplated by this Warrant.

     (f) The Holder represents that it has the ability to bear the economic risks of its investment for an indefinite period of time and could afford a complete loss of its investment.

     (g) The Holder agrees and acknowledges that the representations made by the Holder in this Section 8 are conditions to the exercise of this Warrant.

      9. Entire Agreement . This Warrant constitutes the entire agreement between the Company and the Holder with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect to the subject matter of this Warrant.

      10. Amendments. Any provision of this Warrant may be amended and the observance thereof waived only with the written consent of the Company and the Holder.

      11. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws rules, except to the extent that the application of the General Corporation Law of the State of Maryland is required by the laws of the State of Maryland.

      12. Notices, Etc . All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been made when delivered personally, one business day after being sent by overnight courier, and five business days after being mailed first class registered or certified mail, postage prepaid as follows (i) if to the Holder, at the address of the Holder as shown on the registry books maintained by the Company, or at such other address as the Holder shall have furnished to the Company in writing, and (ii) if to the Company, to it at 505 Fifth Avenue, Sixth Floor, New York, New York 10017, Attention: Chief Financial Officer, or at such other address as the Company shall have furnished to the Holder.

      13. Severability . If any provision of this Warrant is held to be unenforceable under applicable law, then such provision shall be excluded from this Warrant and the balance of this Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. A court of competent jurisdiction, in its discretion, may substitute for the excluded provision an enforceable provision which in economic substance reasonably approximates the excluded provision.

      14. Waiver . The Company will not, by any voluntary action avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, manually or in facsimile by its officer thereunto duly authorized on the date set forth below.

ANNEX I

NOTICE OF EXERCISE

To Be Executed by the Holder
in Order to Exercise Warrants

          The undersigned Holder hereby irrevocably elects to exercise this Warrant to the extent of purchasing                                           shares of Common Stock of Care Investment Trust Inc., tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any, and requests that certificates for such securities shall be issued in the name of:

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

[please print or type name and address]

and be delivered to:

[please print or type name and address]

and if such Warrant is not be exercised in full, that a new Warrant to purchase the balance of shares be registered in the name of, and delivered to, the Holder at the address stated below.

     As a condition to this exercise, the undersigned Holder hereby represents and warrants to the Company that the representations and warranties set forth in Section 8 of the Warrant are true and correct as of the date hereof as if they had been made on such date with respect to the Warrant Shares. The undersigned Holder further acknowledges that the sale, transfer, assignment or hypothecation of the Warrant Shares to be issued upon exercise of this Warrant is subject to the terms and conditions contained in Sections 4 and 8 of this Warrant.

If Cashless Exercise pursuant to Section 2(b), check here ___, and indicate:

Number of Warrant Shares to be Exchanged:                                          

Exchange Date:
Dated:
				Name (please print)
				Address

				Signature
				Taxpayer Identification Number

ANNEX II

ASSIGNMENT

To Be Executed by the Holder
in Order to Assign Warrants

FOR VALUE RECEIVED,                                           hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

[please print or type name and address]

the right to purchase Common Stock of Care Investment Trust Inc. represented by this Warrant to the extent of                      shares, and hereby irrevocably constitutes and appoints                                                                                                                                Attorney to transfer this Warrant on the books of the Company, with full power of substitution in the premises. As a condition to this assignment, the Holder acknowledges that its assignee must deliver a written instrument to the Company that the representations and warranties of Section 8 of the Warrant are true and correct as of the date hereof as if they had been made by such assignee on such date with respect to the Warrants.

Dated:                                                               

Signature:                                                               

Exhibit 10.3

Execution Version

MORTGAGE PURCHASE AGREEMENT

     This MORTGAGE PURCHASE AGREEMENT (this “ Agreement ”), dated as of September 30, 2008, is made and entered into by and between Care Investment Trust Inc., a Maryland Corporation (“ Seller ”) and CIT Healthcare LLC, a Delaware limited liability company (the “ Buyer ”) . Seller and Buyer may hereinafter be referred to individually as a “ Party ” or collectively as the “ Parties ”.

W I T N E S S E T H :

      WHEREAS, Exhibit A attached hereto contains a list of all of the mortgage loans owned by Seller as of the date hereof (each a “ Mortgage Asset ”); and

      WHEREAS , subject to the terms and conditions hereof, the Parties may from time-to-time enter into transactions (each a “ Transaction ”) in which Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase from Seller, certain Mortgage Assets.

      NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt an adequacy of which is hereby acknowledged, the Parties hereto (intending to be legally bound) hereby agree as follows:

ARTICLE 1.

DEFINITIONS

     1.1 Defined Terms . As used herein, the terms below have the following meanings :

          (a) “ Affiliate ” means, with respect to a Party, any individual or entity that controls, is controlled by, or is under common control with, such Party.

          (b) “ Agreement ” has the meaning set forth in the preamble of this Agreement.

          (c) “ Assignment Agreement ” has the meaning set forth in Section 2.6.

          (d) “ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in the City of New York are required, permitted or authorized, by applicable law or executive order, to be closed for regular banking business.

          (e) “ Buyer ” has the meaning set forth in the preamble of this Agreement.

          (f) “ Engagement Date ” has the meaning set forth in Section 2.2 .

          (g) “ Exercise Date ” means the date upon which Seller provides written notice to Buyer exercising its Sale Right in accordance with Section 2.1 hereof.

          (h) “ Exercise Notice ” has the meaning set forth in Section 2.1 .

          (i) “ Fair Market Value ” has the meaning set forth in Section 2.2 .

          (j) “ Fair Market Value Arbitrator ” means an individual or entity selected, by written agreement of the Parties within three (3) Business Day after an Objection Notice is delivered by a Party, to review the Third Party Appraiser’s determination of Fair Market Value, which individual or entity must be independent of both Parties (within the meaning of the director independence rules of the New York Stock Exchange); provided however if the Parties have not agreed to a Fair Market Value Arbitrator by 5 p.m. New York City time on the date that is three (3) Business Day after an Objection Notice is delivered, the Third Party Appraiser shall promptly appoint a Fair Market Value Arbitrator that is independent of both Parties (within the meaning of the director independence rules of the New York Stock Exchange).

          (k) “ Fair Market Value Arbitrator’s Determination ” has the meaning set forth in Section 2.2 .

          (l) “ Mortgage Asset ” has the meaning set forth in the Recitals.

          (m) “ Objection Deadline ” has the meaning set forth in Section 2.2 .

          (n) Objection Notice ” has the meaning set forth in Section 2.2 .

          (o) “ Objecting Party ” has the meaning set forth in Section 2.2 .

          (p) “ Party ” or “ Parties ” has the meaning set forth in the preamble of this Agreement.

          (q) “ Par Value ” means, with respect to any Mortgage Asset, the outstanding principal balance of such Mortgage Asset as of the Transaction Closing Date with respect to such Mortgage Asset.

          (r) “Resignation Notice” has the meaning set forth in the definition of Third Party Appraiser.

          (s) “ Revocation Notice ” has the meaning set forth in Section 2.3 .

          (t) “ Sale Price ” has the meaning set forth in Section 2.2 .

          (u) “ Sale Right ” has the meaning set forth in Section 2.1 .

          (v) “ Seller ” has the meaning set forth in the preamble of this Agreement.

          (w) “ Termination Date ” has the meaning set forth in Section 2.1 .

          (x) “ Third Party Appraiser ” means Column Financial Inc.; provided, however, if Column Financial Inc. shall have notified the Company that it is no longer willing to serve as Third Party Appraiser under this Agreement (a “ Resignation Notice ”), “Third Party Appraiser” shall mean a successor Third Party Appraiser that is independent of both Parties (within the meaning of the director independence rules of the New York

Stock Exchange) and agreed to in writing by the Parties in advance of the effective date of the Resignation Notice; and provided further if the Parties have not agreed to a successor Third Party Appraiser by the effective date of the Resignation Notice, the Third Party Appraiser shall appoint a successor Third Party Appraiser that is independent of both Parties (within the meaning of the director independence rules of the New York Stock Exchange) effective as of the effective date of such Resignation Notice.

          (y) “ Transaction ” has the meaning set forth in the Recitals.

          (z) “ Transaction Closing ” means the consummation of the purchase of one or more Mortgage Assets for the Sale Price pursuant to Seller’s exercise of the Sale Right in accordance with Section 2.1 hereof.

          (aa) “ Transaction Closing Date ” means, with respect to any Mortgage Asset, the date on which a Transaction Closing occurs with respect to such Mortgage Asset.

ARTICLE 2.

SALE RIGHT

     2.1 Obligation; Exercise . At any time and from time-to-time from the date of this Agreement to 5:00 p.m., New York City time, on September 30, 2009 (the “ Termination Date ”), Seller shall have the right, but not the obligation (the “ Sale Right ”), by providing written notice to Buyer in accordance with this Section 2.1 (each an “ Exercise Notice ”), to cause Buyer to purchase on the Transaction Closing Date any or all of the Mortgage Assets then owned by Seller for the Sale Price of such Mortgage Assets; provided , however , that in no event shall Buyer be required to purchase any Mortgage Asset after it has purchased Mortgage Assets with an aggregate Sale Price of One Hundred Twenty Five Million Dollars ($125,000,000) pursuant to this Agreement. Each Exercise Notice shall specify (a) Seller’s intention to exercise the Sale Right granted hereunder, (b) the identity of the Mortgage Asset or Mortgage Assets to be sold, (c) the Exercise Date, and (d) wire instructions for payment of the Sale Price on the Transaction Closing Date.

     2.2 Calculation of Sale Price . Upon receipt of an Exercise Notice, Buyer shall promptly, but in no event later than two (2) Business Day after receipt by Buyer of the Exercise Notice, submit a request (the date on which such request is submitted the “ Engagement Date ”) to the Third Party Appraiser to determine the fair market value, as of the Exercise Date, of the Mortgage Assets identified in the Exercise Notice (the “ Fair Market Value ”) and Buyer shall instruct the Third Party Appraiser to deliver its calculation of Fair Market Value simultaneously to each of Seller and Buyer within five (5) Business Days after the Engagement Date. If, upon receipt of the Third Party Appraiser’s determination of Fair Market Value, either Party disagrees with such determination, such Party (the “ Objecting Party ”) may, by written notice (an “ Objection Notice ”) to the other Party by 5:00 p.m. New York City time on the date that is two (2) Business Days following receipt by the Objecting Party of the Third Party Appraiser’s determination (the “ Objection Deadline ”), request that the Third Party Appraiser’s determination of Fair Market Value be appealed to the Fair Market Value Arbitrator and

the Objecting Party shall, upon appointment of the Fair Market Value Arbitrator, instruct the Fair Market Value Arbitrator to render its determination of the Fair Market Value of the Mortgage Assets identified in the applicable Exercise Notice to both Parties within five (5) Business Days after such instruction. Each Objection Notice must contain the Objecting Party’s calculation of the Fair Market Value of the Mortgage Assets identified in the applicable Exercise Notice and its basis for calculating such Fair Market Value. If a Party fails to deliver an Objection Notice with respect to the Third Party Appraiser’s determination of Fair Market Value of the Mortgage Assets identified in any Exercise Notice by the Objection Deadline, such Party shall be deemed to agree with, and have adopted, the Third Party Appraiser’s determination of Fair Market Value. If neither Party delivers an Objection Notice with respect to the Third Party Appraiser’s determination of Fair Market Value of the Mortgage Assets identified in any Exercise Notice by the Objection Deadline, the Third Party Appraiser’s determination of Fair Market Value shall be final and binding on the Parties as of the Objection Deadline. If one or more Objection Notices are delivered by the Objection Deadline, the Fair Market Value Arbitrator’s determination of Fair Market Value shall be final and binding on the Parties as of the date on which such determination (the “ Fair Market Value Arbitrator’s Determination ”) is delivered to both Parties. For all purposes of this Agreement, the “ Sale Price ” of any Mortgage Asset shall be equal to the Fair Market Value of such Mortgage Asset as finally determined pursuant to this Section 2.2 .

     2.3 Revocation of Exercise Notice; Maximum Fair Market Value . Notwithstanding anything to the contrary in this Agreement, (a) Seller may, at any time up until the Transaction Closing Date with respect to a Mortgage Asset, revoke its Notice of Exercise with respect to such Mortgage Asset by providing written notice thereof to Buyer (a “ Revocation Notice ”) and, in the event of delivery of such a Revocation Notice, Seller shall have no obligation to sell the Mortgage Asset that is the subject of such Revocation Notice to Buyer pursuant to this Agreement on the Transaction Closing Date set forth in the applicable Exercise Notice or at all; provided , however , that delivery of a Revocation Notice with respect to any Mortgage Asset shall not prejudice Seller’s right to include such Mortgage Asset in a subsequent Exercise Notice during the term of this Agreement, and (b) in no event shall Buyer be obligated to purchase any Mortgage Asset pursuant to this Agreement if the Fair Market Value of such Mortgage Asset, as finally determined in accordance with Section 2.2 , is greater than one hundred five percent (105%) of the Par Value of such Mortgage Asset.

     2.4 Conditions to Closing .

          (a) The obligation of Seller to transfer the Assets to Buyer in exchange for the applicable Sale Price pursuant to an Assignment Agreement shall be subject to the following additional conditions (which conditions may be waived by Seller in Seller’s sole discretion):

               (1) that at the time of the Transaction Closing of such transfer, each of the representations and warranties of Buyer made in the Assignment Agreement shall be true and correct; and

               (2) all required approvals and consents to the transactions contemplated by the Assignment Agreement relating to such transfer shall have been obtained from all necessary third parties.

          (b) The obligation of Buyer to pay the Sale Price to Seller in exchange for the transfer of Assets pursuant to an Assignment Agreement shall be subject to the following additional conditions (which conditions may be waived by Buyer in Buyer’s sole discretion):

               (1) that at the time of the Transaction Closing of such Transfer, each of the representations and warranties of Seller made in the Assignment Agreement shall be true and correct;

               (2) Seller shall have executed and delivered to Buyer the Transfer Instruments required by the Assignment Agreement, executed by Seller and all other required parties other than Buyer;

               (3) all required approvals and consents to the transactions contemplated by the Assignment Agreement shall have been obtained from all necessary third parties; and

               (4) to the best of Seller’s knowledge, there shall be no material pending or threatened litigation regarding the Mortgage Assets that are the subject of such transfer.

     2.5 Costs of Fair Market Value Determinations. Each of Seller and Buyer shall be responsible for paying fifty percent (50%) of the fees, costs and expenses associated with the Third Party Appraiser’s determination of Fair Market Value. Any fees, costs and expenses associated with the Fair Market Value Arbitrator’s determination of Fair Market Value shall be borne by the Party whose calculation of Fair Market Value differed by the greatest amount from the Fair Market Value Arbitrator’s Determination (it being understood that if a Party fails to deliver an Objection Notice by the Objection Deadline, its calculation of Fair Market Value shall be deemed to be equal to the Third Party Appraiser’s determination of Fair Market Value).

     2.6 Transaction Closing . Each Transaction Closing shall occur at 10:00 a.m., New York City time, on the date that is three (3) Business Days after the applicable Sale Price has been finally determined pursuant to Section 2.2 . On the Transaction Closing Date with respect to any particular Mortgage Assets, the Parties shall consummate the sale of such Mortgage Assets pursuant to an assignment agreement substantially in the form of Exhibit B attached hereto (each an “ Assignment Agreement ”), against delivery by the Buyer of the Sale Price for such Mortgage Assets. Delivery of the Sale Price by the Buyer shall be made in U.S. dollars by wire transfer in immediately available funds to the account or accounts designated by Seller in the Exercise Notice.

ARTICLE 3.

OBLIGATION ABSOLUTE AND UNCONDITIONAL

     3.1 Obligation Absolute and Unconditional . Subject to Sections 2.2 and 2.4(b) , the obligation of Buyer, upon delivery of an Exercise Notice by Seller (which Exercise Notice has not been revoked as of the applicable Transaction Closing Date by Seller’s delivery of a Revocation Notice to Buyer), to pay the Sale Price for the Mortgage Assets that are the subject of such Exercise Notice on the applicable Transaction Closing Date shall be absolute and unconditional and shall not be subject to any right of set-off or defense whatsoever, whether in law or equity, including force majeure.

ARTICLE 4.

MISCELLANEOUS

     4.1 Notices . All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile or similar writing) and shall be given,

     If to the Seller:

Care Investment Trust Inc.
c/o CIT Healthcare LLC
505 Fifth Avenue, 6th Floor
New York, New York 10017
Attention: Chief Financial Officer
Facsimile No.: (212) 771-9317

     If to Buyer:

CIT Healthcare LLC
505 Fifth Avenue, 6th Floor
New York, New York 10017
Attention: President
Facsimile No.: (212) 771-9317

     4.2 Entire Agreement: No Other Representations . This Agreement and the exhibits attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, between the Parties, with respect to the subject matter hereof.

     4.3 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and

purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

     4.4 Interpretation . The section references and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

     4.5 Successors and Assigns . No Party may assign any of its rights or delegate any of its duties or obligations under this Agreement, except that Buyer may, upon notice to Seller, delegate its duties or obligations hereunder to any Affiliate or Affiliates of Buyer. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

     4.6 Counterparts; Facsimile Signatures . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one instrument. The Parties may execute this Agreement by the facsimile exchange of executed signature pages.

     4.7 No Joint Venture or Partnership; No Third Party Beneficiaries .

          (a) Seller and Buyer intend that the relationships created hereunder be solely that of purchaser and seller. Nothing herein is intended to create a joint venture, partnership, tenancy in common, or joint tenancy relationship between the Seller, on the one hand, and Buyer, on the other hand.

          (b) This Agreement is solely for the benefit of Seller and Buyer and their respective successors and permitted assigns and nothing contained in this Agreement shall be deemed to confer upon anyone other than the Seller and the Buyer and their respective successors and permitted assigns any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein.

     4.8 Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT.

     4.9 Waiver of Jury Trial . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND

UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

      IN WITNESS WHEREOF , each of the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date and year set forth above.

		CARE INVESTMENT TRUST INC.
		By:
		Name:		F. Scott Kellman
		Title:		Chief Executive Officer
		CIT HEALTHCARE LLC
		By:
		Name:		Steven Warden
		Title:		President

EXHIBIT A

Mortgage Assets

Care Investment Trust - Mortgage Portfolio 2Q ‘08 Balances
(dollars in thousands)

		Carrying				Outstanding
		Amount @ 6/30/08				Balance @ 6/30/08
SNF		$	9,236			$	9,066
SNF / ALF			24,863				24,673
SNF / ALF / IL			26,510				25,822
SNF			23,992				23,896
SNF			27,614				27,229
SNF			6,642				6,569
SNF			4,676				4,647
SNF / ICF			29,690				29,392
SNF			8,552				8,476
SNF / ALF			9,802				9,547
SNF / Sr. Appts / ALF			16,311				16,160
ALF			3,705				3,718
SNF / IL			6,037				6,037
SNF			9,239				9,239
SNF			10,314				10,314
Total		$	217,183			$	214,785

EXHIBIT B

FORM OF
ASSIGNMENT AGREEMENT

     This ASSIGNMENT AGREEMENT (this “ Agreement ”), dated as of [___], 200_, is by and between Care Investment Trust Inc., a Maryland corporation (the “ Seller ”) and CIT Healthcare LLC, a Delaware Limited Liability Company (the “ Buyer ”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Mortgage Purchase Agreement entered into by and between Seller and Buyer on September 30, 2008 (the “ Mortgage Purchase Agreement ”).

W I T N E S S E T H :

      WHEREAS , Seller desires to assign, convey and transfer all of its right, title and interest to the assets set forth on Schedule 1 hereto (collectively, the “ Assets ”) to Buyer in exchange for a cash payment of $                                           , which constitutes the Sale Price as finally determined pursuant to the Mortgage Purchase Agreement;

      NOW, THEREFORE , in consideration for the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto (each a “ Party ” and collectively the “ Parties ”) agree as follows:

     Section 1. Transfer of the Assets . On the terms and subject to the conditions of this Agreement and in consideration of the receipt by Seller of the Sale Price for such Assets from Buyer, Seller hereby transfers, assigns, conveys and delivers to Buyer all right, title and interest in and to the Assets as of the date hereof (the “ Closing Date ”).

     Section 2. Payment for the Assets . On the terms and subject to the conditions of this Agreement and in consideration for the transfer of the Assets, Buyer has paid the Sale Price to Seller by wire transfer in immediately available funds to the account or accounts designated by Seller in the Exercise Notice.

     Section 3. Closing Allocations .

          (a) Payments Belonging to Seller . Seller is entitled to (i) all payments of principal on the Assets, as well as any prepayment penalty or premium associated therewith, that are due on or before the Closing Date and that are collected on or before the Closing Date, (ii) all payments of principal on the Assets, as well as any prepayment penalty or premium associated therewith, that are due on or before the Closing Date and that are collected after that date, and (iii) all payments of interest that represent interest accruing on the Assets through and including the day prior to the Closing Date. If and to the extent any such payments are received by Buyer, Buyer will remit such payments to Seller promptly upon receipt thereof. Notwithstanding its status as owner of the Assets after the Closing, Buyer will not waive or forgive (or otherwise forbear from the enforcement and collection of) such payments that enure to the benefit of Seller as provided herein.

          (b) Payments Belonging to Buyer . Buyer is entitled to (i) all payments of principal on the Assets, as well as any prepayment penalty or premium associated therewith, that are due after the Closing Date and are collected by Seller on or prior to the Closing Date, (ii) all payments of principal on the Assets, as well as any prepayment penalty or premium associated therewith, that are due after the Closing Date and are collected after the Closing Date, and (iii) all payments of interest that represent interest accruing on the Assets on and after the Closing Date and that are collected after the Closing Date. If and to the extent any such payments are received by Seller, Seller will remit such payments to Buyer promptly upon receipt thereof.

     Section 4. Deliveries at Closing .

          (a) Seller has delivered to Buyer as of the date hereof:

               (1) with respect to each of the Assets identified on Schedule 1 hereto, such endorsements, assignment and assumption agreements and other instruments of transfer, all in the form satisfactory to Buyer, as may be required to vest good title in and to the Assets in Buyer (“ Transfer Instruments ”), executed by Seller and each other required party other than Buyer;

               (2) copies of any approvals or consents required under the underlying loan documents more particularly described on Schedule 1 hereto in order to consummate the transfers herein contemplated. Schedule 1 identifies each Asset that requires a consent in connection with the transaction herein contemplated; and

               (3) any books and records with respect to each of the Assets identified on Schedule 1 hereto.

          (b) Buyer has delivered to Seller as of the date hereof:

               (1) the Sale Price by wire transfer of immediately available funds to an account designated by Seller in accordance with the Exercise Notice; and

               (2) to the extent applicable, counterparts of the Transfer Instruments executed by Buyer.

     Section 5. Representations and Warranties of Seller . Seller hereby represents and warrants to Buyer, as follows:

          (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland.

          (b) Seller has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

          (c) This Agreement, assuming due authorization, execution and delivery by Buyer, constitutes a valid, legal and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification for securities laws liabilities.

          (d) The execution and delivery by Seller of this Agreement and its performance of, and compliance with, the terms of this Agreement will not conflict with or constitute a breach, violation, or default under (A) its certificate of incorporation or bylaws, (B) any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local government or regulatory authority, which violation is likely to affect materially and adversely either the ability of Seller to perform its obligations under this Agreement or the financial condition of Seller or (C) any indenture, loan or credit agreement, or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction or decree to which Seller is a party or by which any Asset is bound or affected; the consummation of the transactions contemplated by this Agreement will not result in the cancellation, modification or termination of, or the acceleration of, or the creation of any charges, claims, conditions, options, assignments, preemptive rights, rights of first refusal, security interests, hypothecations, encumbrances, mortgages, liens or pledges (collectively, “ Liens ”) on the Assets pursuant to any agreement, license, lease, understanding, contract, indenture, mortgage, instrument, promise, undertaking or other commitment or obligation (“ Contracts ”) under which Seller or any Asset is subject to or bound.

          (e) Seller has not dealt with any person that may be entitled to any commission or compensation in connection with the transfer of the Assets. Seller or the obligor on the promissory note or notes related to each Asset (the “ Obligor ”) has paid any and all amounts due to any such person, and Buyer shall have no responsibility for any payments due any such person.

          (f) As of the date of this Agreement, all of the Assets as described on Schedule 1 are owned by Seller and Seller has good title to all of the Assets, free and clear of all Liens.

          (g) There are no Contracts with any other person or entity to sell, transfer, assign or in any manner create a Lien on, the Assets, or to not sell, transfer or assign the Assets to Buyer.

          (h) No consents or approvals, other than those that have been obtained, are required for the transfer of the Assets in accordance with the terms of this Agreement.

          (i) The Transfer Instruments are sufficient to convey to Buyer all right, title and interest in the Assets in all relevant jurisdictions, except to the extent that a recording or other filing is required to transfer such Asset.

          (j) To the best of Seller’s knowledge, there is no material default, breach, violation or event of acceleration existing under any Asset and no event that, with the passage of time, or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration thereunder.

          (k) To Seller’s knowledge, each property related to an Asset is in all material respects in compliance with, and lawfully used, operated and occupied under, applicable zoning and building laws or regulations, and Seller has not received notification from any governmental authority that any such property fails to comply with such laws or regulations, is being used, operated or occupied unlawfully or has failed to obtain or maintain any inspection, license or certificates material to the operation of such property.

          (l) To the best of Seller’s knowledge, there are no actions, suits or proceedings pending, or known to be threatened, before any court, administrative agency or arbitrator concerning an Asset or the applicable collateral securing the Asset (the “ Collateral ”) that might materially and adversely affect (1) title to such Asset, (2) the validity or enforceability thereof, (3) the value of the Collateral as security for the Asset or (4) the marketability of such Collateral.

          (m) The information set forth on Schedule 2 hereto is true and accurate in all material respects.

     Section 6. Representations and Warranties of Buyer . Buyer hereby represents and warrants to Seller as follows:

          (a) Buyer is duly organized, validly existing and in good standing under the laws of the State of Delaware.

          (b) Buyer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.

          (c) This Agreement, assuming due authorization, execution and delivery by Seller, constitutes a valid, legal and binding obligation of Buyer, enforceable against Buyer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification for securities laws liabilities.

          (d) Buyer is not in violation of, and its execution and delivery of this Agreement and its performance of, and compliance with, the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in Buyer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of Buyer to perform its obligations under this Agreement or the financial condition of Buyer.

     Section 7. Survival of Representations, Warranties and Covenants . All representations, warranties and covenants contained in this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date.

     Section 8. Remedies After Closing Upon Breach of Representations and Warranties Made by Seller .

          (a) Opportunity to Cure . If, within twelve (12) months after the Closing, there is a breach of any of the representations and warranties in Section 5 made by Seller regarding the characteristics of any Asset, and such breach materially and adversely affects the value of such Asset (a “ Material Breach ”), Buyer will promptly notify Seller in writing of the Material Breach after Buyer first gains knowledge of such breach but in any event, no later than twelve (12) months after the Closing; provided , however , that the failure to give such notice shall not affect Buyer’s rights under this Section 8 except to the extent that Seller is actually prejudiced thereby. Each such notice must describe the asserted Material Breach in reasonable detail, and must also indicate the amount Buyer in good faith estimates the value of the affected Asset has been diminished as a result of such asserted Material Breach (the “ Diminution in Value ”). Seller may then elect in its sole and absolute discretion to either pay to Buyer the Diminution in Value, or attempt to cure or correct such asserted Material Breach in all material respects within the applicable Permitted Cure Period (as defined below).

     For purposes of the foregoing, and subject to the following paragraph, the “ Permitted Cure Period ” applicable to any Material Breach in respect of an Asset will be the 90-day period immediately following receipt by Seller of written notice of such Material Breach. If such Material Breach cannot be corrected or cured in all material respects within such 90-day period, but it is reasonably likely that such Material Breach can be corrected or cured and Seller is diligently attempting to effect such correction or cure, then the applicable Permitted Cure Period will be extended for an additional 90 days.

     Section 9. Indemnity .

          (a) Indemnification by Seller . Seller hereby agrees to indemnify and hold Buyer harmless from and against any and all damage, expense, loss, cost, claim or liability (each a “ Claim ”) suffered or incurred by Buyer as a result of any of the following:

               (1) any untruth or inaccuracy in, or any breach of, any of the representations or warranties made by Seller in Section 5 of this Agreement; or

               (2) any breach of, or failure to perform, any agreement of Seller contained in this Agreement.

          (b) Indemnification by Buyer . Buyer hereby agrees to indemnify and hold Seller harmless from and against any and all Claims suffered or incurred by Seller as a result of any of the following:

               (1) any untruth or inaccuracy in, or any breach of, any of the representations or warranties made by Buyer in Section 6 of this Agreement; or

               (2) any breach of, or failure to perform, any agreement of Buyer contained in this Agreement.

          (c) Scope of Indemnity . Notwithstanding anything to the contrary otherwise provided in this Agreement:

               (1) except in the case of fraud, the indemnification set forth in Sections 9(a) and 9(b) shall be limited to an amount equal to the value of the Sale Price received by Seller on the date hereof; and

               (2) the indemnification set forth in Sections 9(a) and 9(b) shall only extend to any Claim which arises within twelve (12) months following the Closing.

          (d) Notice . To the extent that a Claim is asserted by a third party, the party hereto seeking indemnification pursuant to Section 9(a) or 9(b) (“ Indemnitee ”) shall give prompt written notice to the party hereto from whom indemnification is sought (“ Indemnitor ”) as to the assertion of any Claim, or the commencement of any Claim. Subject to Section 9(c)(2), the omission of Indemnitee to notify Indemnitor of any such Claim shall not relieve Indemnitor from any liability in respect of such Claim that it may have to Indemnitee on account of this Agreement, provided , however , that Indemnitor shall be relieved of liability to the extent that the failure so to notify (a) shall have caused prejudice to the defense of such Claim, or (b) shall have materially increased the costs or liability of Indemnitor by reason of the inability or failure of Indemnitor (because of the lack of prompt notice from Indemnitee) to be involved in any investigations or negotiations regarding any such Claim. In case any such Claim shall be asserted or commenced against Indemnitee and it shall notify Indemnitor thereof, Indemnitor shall be entitled to participate in the negotiation or administration thereof and, to the extent it may wish, to assume the defense thereof with counsel reasonably satisfactory to Indemnitee, and, after notice from Indemnitor to Indemnitee of its election so to assume the defense thereof, which notice shall be given within fifteen (15) calendar days of its receipt of such notice from Indemnitee, Indemnitor will not be liable to Indemnitee hereunder for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation. Indemnitor shall not settle any Claim in any manner that does not completely relieve Indemnitee of liability for such

Claim, without the written consent of Indemnitee, which consent shall not be unreasonably withheld or delayed.

     Section 10. Expenses . Except as otherwise provided in the Mortgage Purchase Agreement, all reasonable costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including reasonable attorneys fees and expenses) shall be paid by each of the respective parties with respect to their own costs and expenses.

          Section 11 Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given,

          If to Seller:

Care Investment Trust Inc.
c/o CIT Healthcare LLC
505 Fifth Avenue, 6 ^th Floor
New York, New York 10017
Attention: Chief Financial Officer
Facsimile No.: (212) 771-9317

          If to Buyer:

CIT Healthcare LLC
505 Fifth Avenue, 6 ^th Floor
New York, New York 10017
Attention: President
Facsimile No.: (212) 771-9317

     Section 12. Further Assurances . From time to time following the Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer such other documents or instruments of conveyance and transfer as Buyer may reasonably request or as may be otherwise necessary to more effectively convey and transfer to, and vest in Buyer the Assets, or in order to fully effectuate and to implement the purposes, terms and provisions of this Agreement.

     Section 13 Entire Agreement: No Other Representations . This Agreement and the Mortgage Purchase Agreement, along with all exhibits, schedules and annexes thereto, constitute the entire agreement among the Parties with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, between the Parties, with respect to the subject matter hereof.

     Section 14 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and

purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

     Section 15 Interpretation . The section references and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

     Section 16 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign any of its rights or delegate any of its duties or obligations under this Agreement, provided that Buyer may, upon written notice to Seller, delegate its duties or obligations hereunder to any Affiliate or Affiliates of Buyer, and provided further that Buyer shall have the right to assign its rights under this agreement with respect to any Asset to any purchaser of such Asset from Buyer.

     Section 17 Counterparts; Facsimile Signatures . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one instrument. The Parties may execute this Agreement by the facsimile exchange of executed signature pages.

     Section 18 Enforcement; No Joint Venture or Partnership; No Third Party Beneficiaries.

          (a) If any suit, action or other legal proceeding is brought to enforce any provision of this Agreement, the Party ultimately prevailing in such action or proceeding shall be entitled to recover the reasonable costs (including legal fees and expenses) of bringing or defending such action or proceeding.

          (b) Seller and Buyer intend that the relationships created hereunder be solely that of purchaser and seller. Nothing herein or therein is intended to create a joint venture, partnership, tenancy in common, or joint tenancy relationship between Buyer, on the one hand, and Seller, on the other hand.

          (c) This Agreement is solely for the benefit of Seller and Buyer and their respective successors and permitted assigns and nothing contained in this Agreement shall be deemed to confer upon anyone other than the Seller and Buyer and their respective successors and permitted assigns any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein.

     Section 19 Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE

EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT.

     Section 20 Waiver of Jury Trial . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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      IN WITNESS WHEREOF , each of the parties hereto have executed this Assignment Agreement as of the date first written above.

		CARE INVESTMENT TRUST INC.
		By:
		Name:		F. Scott Kellman
		Title:		Chief Executive Officer
		CIT HEALTHCARE LLC
		By:
		Name:		Steven Warden
		Title:		President