<PAGE>

                                                                     Exhibit 4.9

                       SELECT MEDICAL HOLDINGS CORPORATION

                                  $175,000,000

                       SENIOR FLOATING RATE NOTES DUE 2015

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                               September 29, 2005

MERRILL LYNCH, PIERCE, FENNER & SMITH
   INCORPORATED
WACHOVIA CAPITAL MARKETS, LLC
J.P. MORGAN SECURITIES INC.
   as Representatives of the several Initial Purchasers
   referred to on Schedule I to the Purchase Agreement
c/o Merrill Lynch & Co.
   Merrill Lynch, Pierce, Fenner & Smith
   Incorporated
4 World Financial Center
New York, New York 10080

          Select Medical Holdings Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Capital Markets LLC and J.P. Morgan Securities Inc.
(collectively, the "Initial Purchasers"), upon the terms and subject to the
conditions set forth in a purchase agreement dated September 15, 2005 (the
"Purchase Agreement"), $175,000,000 aggregate principal amount of its Senior
Floating Rate Notes due 2015 (the "Securities"). Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Purchase
Agreement.

          As contemplated by the Purchase Agreement, the Company agrees with the
Initial Purchasers, for the benefit of the holders (including the Initial
Purchasers) of the Securities and the Exchange Securities (as defined herein)
(collectively, the "Holders"), as follows:

          1. Registered Exchange Offer. Unless doing so would be prohibited by
applicable law, rules, regulations or policy of the Commission, the Company
shall (i) prepare and, not later than 205 days following the date hereof (the
"Closing Date"), file with the Commission a registration statement (as amended
or supplemented from time to time, the "Exchange Offer Registration Statement")
on an appropriate form under the Securities Act with respect to a proposed offer
to the Holders of the Securities (the "Registered Exchange Offer") who are not
prohibited by any applicable law, rules, regulations or policy of the Commission
from participating in the Registered Exchange Offer to issue and deliver to such
Holders, in exchange for the Securities held by such Holders, a like aggregate
principal amount of debt securities of the Company (the "Exchange Securities")
that are identical in all material respects to the Securities, except for the
transfer restrictions relating to the Securities and the provisions related to
the matters described in Section 3 hereof, (ii) use its commercially reasonable
efforts to cause the Exchange Offer Registration Statement to become effective
under the Securities Act no later than 295 days after the Closing Date and the
Registered Exchange Offer to be consummated no later than 325 days after the
Closing Date and (iii) keep the Exchange Offer Registration Statement effective
for not less than 30 days (or longer, if required by applicable law) after the
date on which notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the

<PAGE>

"Exchange Offer Registration Period"). The Exchange Securities will be issued
under the Indenture or an indenture (the "Exchange Securities Indenture")
between the Company and the Trustee or such other bank or trust company that is
reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange
Securities Trustee"), such indenture to be identical in all material respects to
the Indenture, except for the transfer restrictions relating to the Securities
(as described above) and the provisions related to the matters described in
Section 3 hereof.

          Upon the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for Exchange Securities (assuming that such Holder (a) is
not an affiliate of the Company or an Exchanging Dealer (as defined herein) not
complying with the requirements of the next sentence, (b) is not an Initial
Purchaser holding Securities that have, or that are reasonably likely to have,
the status of an unsold allotment in an initial distribution, (c) acquires the
Exchange Securities in the ordinary course of such Holder's business and (d) has
no arrangements or understandings with any person to participate in the
distribution of the Exchange Securities and is not prohibited by applicable law,
rules, regulations or policy of the Commission from participating in the
Registered Exchange Offer) and to trade such Exchange Securities from and after
their receipt without any limitations or restrictions under the Securities Act
(it being understood that the requirement that an Exchanging Dealer or Initial
Purchaser deliver the prospectus contained in the Exchange Offer Registration
Statement in connection with the sale of Exchange Securities shall not result in
such Exchange Securities being not "freely transferable") and without material
restrictions under the securities laws of the several states of the United
States. The Company, the Initial Purchasers and each Exchanging Dealer
acknowledge that, pursuant to current interpretations by the Commission's staff
of Section 5 of the Securities Act, each Holder that is a broker-dealer electing
to exchange Securities, acquired for its own account as a result of
market-making activities or other trading activities, for Exchange Securities
(an "Exchanging Dealer"), is required to deliver a prospectus containing
substantially the information set forth in Annex A hereto on the cover of such
prospectus, in Annex B hereto in the sections of such prospectus that set forth
the details of the exchange offer procedures and in Annex C hereto in the "Plan
of Distribution" section of such prospectus in connection with a sale of any
such Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer.

          In connection with the Registered Exchange Offer, the Company shall:

          (a) mail to each Holder a copy of the prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents; provided, that the Company shall only
     be required to mail such prospectus to Holders of which the Company is
     aware after due inquiry;

          (b) keep the Registered Exchange Offer open for not less than 30 days
     (or longer, if required by applicable law) after the date on which notice
     of the Registered Exchange Offer is mailed to the Holders;

          (c) utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan, The City of New York,
     which may be the Trustee or an affiliate of the Trustee;

          (d) permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York City time, on the last business day on
     which the Registered Exchange Offer shall remain open; and


                                      -2-

<PAGE>

          (e) otherwise comply in all material respects with all laws that are
     applicable to the Registered Exchange Offer.

          Promptly after the close of the Registered Exchange Offer the Company
     shall:

          (a) accept for exchange all Securities validly tendered and not
     validly withdrawn pursuant to the Registered Exchange Offer;

          (b) deliver to the Trustee for cancellation all Securities so accepted
     for exchange; and

          (c) cause the Trustee or the Exchange Securities Trustee, as the case
     may be, promptly to authenticate and deliver to each Holder, Exchange
     Securities equal in principal amount to the Securities of such Holder so
     accepted for exchange.

          The Company shall use its commercially reasonable efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all Exchanging Dealers subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided that such
period shall not exceed 180 days. The Company shall make such prospectus and any
amendment or supplement thereto available to any broker-dealer for use in
connection with any resale of any Exchange Securities for a period of not less
than 180 days after the consummation of the Registered Exchange Offer.

          The Indenture or the Exchange Securities Indenture, as the case may
be, shall provide that the Securities and the Exchange Securities shall vote and
consent together on all matters as one class and that none of the Securities or
the Exchange Securities will have the right to vote or consent as a separate
class from one another on any matter.

          Interest on each Exchange Security issued pursuant to the Registered
Exchange Offer will accrue from the last interest payment date on which interest
was paid on the Securities surrendered in exchange therefor or, if no interest
has been paid on the Securities, from the Closing Date.

          Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company in writing that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an affiliate
of the Company or, if it is such an affiliate, such Holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of the Exchange
Securities and (v) if such Holder is a broker-dealer, that it will receive
Exchange Securities for its own account in exchange for Securities that were
acquired as a result of market-making activities or other trading activities and
that it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.

          Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations of the
Commission thereunder, (ii) any Exchange Offer Registration Statement


                                      -3-

<PAGE>

and any amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, does not, as of the consummation of the
Registered Exchange Offer, include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

          2. Shelf Registration. If (i) the Company is not permitted under
applicable law, rules, regulations or Commission policy to effect the Registered
Exchange Offer as contemplated by Section 1 hereof, or (ii) the Registered
Exchange Offer is not for any other reason consummated prior to the later of (x)
the 60th day following the effectiveness of the Exchange Offer Registration
Statement and (y) the 325th day after the Closing Date, or (iii) prior to the
30th day following completion of the Registered Exchange Offer, any Initial
Purchaser so requests in writing with respect to Securities not eligible to be
exchanged for Exchange Securities in the Registered Exchange Offer and held by
it following the consummation of the Registered Exchange Offer or a
broker-dealer notifies us that it holds Securities acquired directly from the
Company or an Affiliate of the Company, or (iv) prior to the 30th day following
completion of the Registered Exchange Offer, any Holder notifies the Company
that, due to any change or development in law, rules, regulations or Commission
policy, (A) such Holder is not permitted to participate in the Registered
Exchange Offer or (B) such Holder will not receive freely transferable Exchange
Securities in exchange for tendered Securities (it being understood that a
requirement that a Holder deliver the prospectus contained in the Exchange Offer
Registration Statement in connection with the sale of Exchange Securities shall
not result in such Exchange Securities being not "freely transferable"), then
the following provisions shall apply:

          (a) The Company shall use its commercially reasonable efforts to file
     prior to the later of (i) 325th days after the Closing Date and (ii) 120
     days after the obligation to file arises pursuant to this Section 2, and
     thereafter shall use its commercially reasonable efforts to cause to be
     declared effective as promptly as practical on or prior to 210 days after
     such filing, a shelf registration statement on an appropriate form under
     the Securities Act relating to the offer and sale of the Transfer
     Restricted Securities (as defined below) by the Holders thereof from time
     to time in accordance with the methods of distribution set forth in such
     registration statement (as amended or supplemented from time to time,
     hereafter, a "Shelf Registration Statement" and, together with any Exchange
     Offer Registration Statement, a "Registration Statement") provided,
     however, that no Holder (other than an Initial Purchaser) shall be entitled
     to have the Securities or the Exchange Securities held by it covered by the
     Shelf Registration Statement unless such Holder agrees in writing to be
     bound by all the provisions of this Agreement applicable to such Holder (it
     being agreed that each Initial Purchaser's agreement thereto is evidenced
     by the execution of this Agreement by or on its behalf).

          (b) The Company shall use its commercially reasonable efforts to keep
     the Shelf Registration Statement continuously effective and available in
     order to permit the prospectus forming part thereof to be used by Holders
     of Transfer Restricted Securities for a period ending on the earlier of (i)
     two years from the date of issuance of the Securities or such shorter
     period that will terminate when all the Transfer Restricted Securities
     covered by the Shelf Registration Statement have been sold pursuant thereto
     and (ii) the date on which such Securities become eligible for resale
     without restrictions pursuant to clauses (c), (e), (f) and (h) of Rule 144
     under the Securities Act (in any such case, such period being called the
     "Shelf Registration Period").


                                       -4-

<PAGE>

          (c) Notwithstanding any other provisions hereof, the Company will
     ensure that (i) any Shelf Registration Statement and any amendment thereto
     and any prospectus forming part thereof and any supplement thereto complies
     in all material respects with the Securities Act and the rules and
     regulations of the Commission thereunder, (ii) any Shelf Registration
     Statement and any amendment thereto (in either case, other than with
     respect to information included therein in reliance upon or in conformity
     with written information furnished to the Company by or on behalf of any
     Holder specifically for use therein (the "Holders' Information")) does not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading and (iii) any prospectus forming part of any Shelf
     Registration Statement, and any supplement to such prospectus (in either
     case, other than with respect to Holders' Information), does not include an
     untrue statement of a material fact or omit to state a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

          3. Additional Interest.

          (a) The parties hereto agree that the Holders of Transfer Restricted
Securities will suffer damages if the Company fails to fulfill its obligations
under Section 1 or Section 2, as applicable, and that it would not be feasible
to ascertain the extent of such damages. Accordingly, if (i) the Company fails
to file the Exchange Offer Registration Statement on or before the 205th day
after the Closing Date or fail to file the Shelf Registration Statement on or
prior to the later of the 325th day after the Closing Date and 120 days after
the obligation to file the Shelf Registration Statement arises under Section 2,
(ii) the Exchange Offer Registration Statement is not declared effective on or
prior to the 295th day after the Closing Date or the Shelf Registration
Statement is not declared effective on or before the 210th day after the filing
of the Shelf Registration Statement, (iii) the Registered Exchange Offer is not
consummated on or prior to the 325th day after the Closing Date and the Shelf
Registration Statement is not declared effective by the Commission on or prior
to the 210th day after the filing of the Shelf Registration Statement, or (iv)
the Shelf Registration Statement is filed and declared effective within the time
periods required by Section 2 but, thereafter ceases to be effective or
available for the Holders of Transfer Restricted Securities in connection with
the offer and sale of such Transfer Restricted Securities during the period that
the Company is obligated to maintain the effectiveness thereof (unless such
Shelf Registration Statement is succeeded by another Shelf Registration
Statement filed and declared effective within 30 days of the date such Shelf
Registration Statement ceased to be effective or such Shelf Registration
Statement otherwise becomes available again within 30 days (so long as the
aggregate number of days for which a Shelf Registration Statement has not been
effective and available for the Holders of Transfer Restricted Securities to
offer and sell such Transfer Restricted Securities does not exceed 45 days
within any 90 day period or 60 days within any 12-month period) (each such event
referred to in clauses (i) through (iv), a "Registration Default"), the Company
will be obligated to pay, as liquidated damages, additional interest
("Additional Interest") to each Holder of Transfer Restricted Securities as to
which such Registration Default relates, with respect to the first 90-day period
(or portion thereof) while a Registration Default is continuing immediately
following the occurrence of such Registration Default, at a rate equal to 0.25%
per annum of the principal amount of such Transfer Restricted Securities held by
such Holder until (i) the applicable Registration Statement is filed, (ii) the
applicable Registration Statement is declared effective, (iii) the Registered
Exchange Offer is consummated, or (iv) the Shelf Registration Statement again
becomes effective and available, as the case may be. The amount of Additional
Interest payable to each Holder of Transfer Restricted Securities shall increase
by an additional 0.25% per annum of the principal amount of Transfer Restricted
Securities held by such Holder at the end of each subsequent 90-day period (or
portion thereof) while a Registration Default is continuing until all
Registration Defaults with respect


                                      -5-

<PAGE>

to such Transfer Restricted Securities have been cured, up to an aggregate
maximum rate of 1.00% per annum of the principal amount of such Transfer
Restricted Securities. Additional Interest shall be computed based on the actual
number of days elapsed during which any such Registration Default exists.
Immediately following the cure of a Registration Default, the accrual of
Additional Interest with respect to such Registration Default will cease and the
interest rate will revert to the original rate. As used herein, the term
"Transfer Restricted Securities" means each Security, until the earliest to
occur of: (i) the date on which such Security has been exchanged for a freely
transferable Exchange Security in the Registered Exchange Offer (it being
understood that the requirement that an Exchanging Dealer or Initial Purchaser
deliver the prospectus contained in the Exchange Offer Registration Statement in
connection with the sale of Exchange Securities shall not result in such
Exchange Securities being not "freely transferable"), (ii) the date on which
such Security has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement or (iii) the
date on which such Security is distributed to the public pursuant to Rule 144
under the Securities Act or is saleable pursuant to Rule 144(k) under the
Securities Act. Notwithstanding anything to the contrary in this Section 3(a),
the Company shall not be required to pay Additional Interest to a Holder of
Transfer Restricted Securities if such Holder failed to comply with its
obligations to make the representations set forth in the second to last
paragraph of Section 1 or failed to provide the information required to be
provided by it, if any, pursuant to Section 4(n). Notwithstanding any provision
herein to the contrary, Additional Interest shall not accrue on any Security
that is no longer a Transfer Restricted Security and the amount of Additional
Interest shall not increase over the rates set forth above because more than one
Registration Default has occurred and is pending.

          (b) The Company shall notify the Trustee and the Paying Agent under
the Indenture immediately upon the happening of each and every Registration
Default. The Company shall pay the additional interest due on the Transfer
Restricted Securities by depositing with the Paying Agent (which may not be the
Company for these purposes), in trust, for the benefit of the Holders thereof,
prior to 10:00 a.m., New York City time, on the next interest payment date
specified by the Indenture and the Securities, sums sufficient to pay the
additional interest then due. The additional interest due shall be payable on
each interest payment date specified by the Indenture and the Securities to the
record holder entitled to receive the interest payment to be made on such date.
Each obligation to pay additional interest shall be deemed to accrue from and
including the date of the applicable Registration Default.

          (c) The parties hereto agree that the additional interest provided for
in this Section 3 constitutes a reasonable estimate of and are intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of the failure of any Registration Default.

          4. Registration Procedures. In connection with any Registration
Statement, the following provisions shall apply:

          (a) The Company shall (i) furnish to each Initial Purchaser and
     counsel for the Initial Purchasers, to the extent requested in writing,
     prior to the filing thereof with the Commission, a copy of the Registration
     Statement and each amendment thereof and each supplement, if any, to the
     prospectus included therein and shall use its commercially reasonable
     efforts to reflect in each such document, when so filed with the
     Commission, such comments as any Initial Purchaser may reasonably propose;
     (ii) include the information set forth in Annex A hereto on the cover, in
     Annex B hereto in the sections setting forth the details of the exchange
     offer procedures and in Annex C hereto in the "Plan of Distribution"
     section of the prospectus forming a part of the Exchange Offer Registration
     Statement, and include the


                                      -6-

<PAGE>

     information set forth in Annex D hereto in the Letter of Transmittal
     delivered pursuant to the Registered Exchange Offer; and (iii) if requested
     in writing by any Initial Purchaser, include the information required by
     Items 507 or 508 of Regulation S-K, as applicable, in the prospectus
     forming a part of the Exchange Offer Registration Statement.

          (b) The Company shall advise each Initial Purchaser, each Exchanging
     Dealer under any Exchange Offer Registration Statement that has provided in
     writing to the Issuer a telephone or facsimile number and address for
     notices, and the Holders (if applicable) who are named as selling security
     holders in the prospectus forming part of a Shelf Registration Statement
     and, if requested by any such person in writing, confirm such advice in
     writing (which advice pursuant to clauses (ii) - (v) hereof shall be
     accompanied by an instruction to suspend the use of the prospectus until
     the requisite changes have been made):

               (i) when any Registration Statement and any amendment thereto has
          been filed with the Commission and when such Registration Statement or
          any post-effective amendment thereto has become effective;

               (ii) of any request by the Commission for amendments or
          supplements to any Registration Statement or the prospectus included
          therein or for additional information;

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of any Registration Statement or the
          initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company of any notification with
          respect to the suspension of the qualification of the securities
          included therein for sale in any jurisdiction or the initiation or
          threatening of any proceeding for such purpose; and

               (v) of the happening of any event that requires the making of any
          changes in any Registration Statement or the prospectus included
          therein in order that they do not contain any untrue statement of a
          material fact and do not omit to state a material fact required to be
          stated therein or necessary to make the statements therein (in case of
          the prospectus, in light of the circumstances under which they were
          made) not misleading.

          (c) The Company will use commercially reasonable efforts to obtain the
     withdrawal at the earliest possible time of any order suspending the
     effectiveness of any Registration Statement.

          (d) The Company will furnish, upon written request, to each Holder of
     Transfer Restricted Securities included within the coverage of any Shelf
     Registration Statement, without charge, at least one conformed copy of such
     Shelf Registration Statement and any post-effective amendment thereto,
     including financial statements and schedules and, if any such Holder so
     requests in writing, all exhibits thereto (including those, if any,
     incorporated by reference).

          (e) The Company will, during the Shelf Registration Period, promptly
     deliver to each Holder of Transfer Restricted Securities included within
     the coverage of any Shelf Registration Statement, without charge, as many
     copies of the prospectus (including each preliminary prospectus) included
     in such Shelf Registration Statement and any amendment or


                                      -7-

<PAGE>


     supplement thereto as such Holder may reasonably request in writing; and
     the Company consents, subject to the provisions of this Agreement to the
     use of such prospectus or any amendment or supplement thereto by each of
     the selling Holders of Transfer Restricted Securities in connection with
     the offer and sale of the Transfer Restricted Securities covered by such
     prospectus or any amendment or supplement thereto.

          (f) The Company will furnish to each Initial Purchaser and each
     Exchanging Dealer, and to any other Holder who so requests in writing,
     without charge, at least one conformed copy of the Exchange Offer
     Registration Statement and any post-effective amendment thereto, including
     financial statements and schedules and, if any Initial Purchaser or
     Exchanging Dealer or any such Holder so requests in writing, all exhibits
     thereto (including those, if any, incorporated by reference).

          (g) The Company will, during the Exchange Offer Registration Period or
     the Shelf Registration Period, as applicable, promptly deliver to each
     Initial Purchaser, each Exchanging Dealer and such other persons that are
     required to deliver a prospectus following the Registered Exchange Offer,
     without charge, as many copies of the final prospectus included in the
     Exchange Offer Registration Statement or the Shelf Registration Statement
     and any amendment or supplement thereto as such Initial Purchaser,
     Exchanging Dealer or other persons may reasonably request in writing; and
     the Company consents to the use of such prospectus or any amendment or
     supplement thereto by any such Initial Purchaser, Exchanging Dealer or
     other persons, as applicable, as aforesaid.

          (h) Prior to the effective date of any Registration Statement, the
     Company will use its commercially reasonable efforts to register or
     qualify, or cooperate with the Holders of Securities or Exchange Securities
     included therein and their respective counsel in connection with the
     registration or qualification of, such Securities or Exchange Securities
     for offer and sale under the securities or blue sky laws of such
     jurisdictions as any such Holder reasonably requests in writing and do any
     and all other acts or things necessary or advisable to enable the offer and
     sale in such jurisdictions of the Securities or Exchange Securities covered
     by such Registration Statement; provided that the Company will not be
     required to qualify generally to do business in any jurisdiction where it
     is not then so qualified or to take any action which would subject it to
     general service of process or to taxation in any such jurisdiction where it
     is not then so subject.

          (i) The Company will cooperate with the Holders of Securities or
     Exchange Securities to facilitate the timely preparation and delivery of
     certificates representing Securities or Exchange Securities to be sold
     pursuant to any Registration Statement free of any restrictive legends and
     in such denominations and registered in such names as the Holders thereof
     may request in writing prior to sales of Securities or Exchange Securities
     pursuant to such Registration Statement.

          (j) If any event contemplated by Section 4(b)(ii) through (v) occurs
     during the period for which the Company is required to maintain an
     effective Registration Statement, the Company will promptly prepare and
     file with the Commission a post-effective amendment to the Registration
     Statement or a supplement to the related prospectus or file any other
     required document so that, as thereafter delivered to purchasers of the
     Securities or Exchange Securities from a Holder, the prospectus will not
     include an untrue statement of a material fact or omit to state a material
     fact necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.


                                      -8-

<PAGE>

          (k) Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for the Securities and
     the Exchange Securities, as the case may be, and provide the applicable
     trustee with printed certificates for the Securities or the Exchange
     Securities, as the case may be, in a form eligible for deposit with The
     Depository Trust Company (it being further agreed that, if requested in
     writing by any Initial Purchaser, subject to applicable legal requirements,
     the Company shall use its commercially reasonable efforts to cause any
     Transferred Restricted Securities having the status of (or reasonably
     likely to have the status of) an unsold allotment that are included in any
     Shelf Registration Statement by any such Initial Purchaser to (i) bear the
     same CUSIP numbers as the Exchange Securities and (ii) be governed by the
     same indenture as the Exchange Securities and to vote as a single class
     with the Exchange Securities on all matters under such indenture).

          (l) The Company will comply in all material respects with all
     applicable rules and regulations of the Commission and will make generally
     available to its security holders as soon as practicable after the
     effective date of the applicable Registration Statement an earning
     statement satisfying the provisions of Section 11(a) of the Securities Act;
     provided that in no event shall such earning statement be delivered later
     than 45 days after the end of a 12-month period (or 90 days, if such period
     is a fiscal year) beginning with the first month of the Company's first
     fiscal quarter commencing after the effective date of the applicable
     Registration Statement, which statement shall cover such 12-month period.

          (m) The Company will cause the Indenture or the Exchange Securities
     Indenture, as the case may be, to be qualified under the Trust Indenture
     Act as required by applicable law in a timely manner.

          (n) The Company may require each Holder of Transfer Restricted
     Securities to be registered pursuant to any Shelf Registration Statement to
     furnish to the Company such information concerning the Holder and the
     distribution of such Transfer Restricted Securities as the Company may from
     time to time reasonably require for inclusion in such Shelf Registration
     Statement, and the Company may exclude from such registration the Transfer
     Restricted Securities of any Holder that fails to furnish such information
     within a reasonable time after receiving such request.

          (o) In the case of a Shelf Registration Statement, each Holder of
     Transfer Restricted Securities to be registered pursuant thereto agrees by
     acquisition of such Transfer Restricted Securities that, upon receipt of
     any notice from the Company pursuant to Section 4(b)(ii) through (v), such
     Holder will discontinue disposition of such Transfer Restricted Securities
     until such Holder's receipt of copies of the supplemental or amended
     prospectus contemplated by Section 4(j) or until advised in writing (the
     "Advice") by the Company that the use of the applicable prospectus may be
     resumed. If the Company shall give any notice under Section 4(b)(ii)
     through (v) during the period that the Company is required to maintain an
     effective Registration Statement (the "Effectiveness Period"), such
     Effectiveness Period shall be extended by the number of days during such
     period from and including the date of the giving of such notice to and
     including the date when each seller of Transfer Restricted Securities
     covered by such Registration Statement shall have received (x) the copies
     of the supplemental or amended prospectus contemplated by Section 4(j) (if
     an amended or supplemental prospectus is required) or (y) the Advice (if no
     amended or supplemental prospectus is required).

          (p) In the case of a Shelf Registration Statement, the Company shall
     enter into such customary agreements (including, if requested, an
     underwriting agreement in customary


                                      -9-

<PAGE>

     form) and use commercially reasonable efforts to take all such other
     action, if any, as Holders of a majority in aggregate principal amount of
     the Securities and Exchange Securities being sold or the managing
     underwriters (if any) shall reasonably request in order to facilitate any
     disposition of Securities or Exchange Securities pursuant to such Shelf
     Registration Statement.

          (q) In the case of a Shelf Registration Statement, the Company shall
     (i) make reasonably available for inspection by a representative of, and
     Special Counsel (as defined below) acting for, Holders of a majority in
     aggregate principal amount of the Securities and Exchange Securities being
     sold and any underwriter participating in any disposition of Securities or
     Exchange Securities pursuant to such Shelf Registration Statement, all
     relevant financial and other records, pertinent corporate documents and
     properties of the Company and its subsidiaries and (ii) use its
     commercially reasonable efforts to have its officers, directors, employees,
     accountants and counsel make reasonably available all relevant information
     reasonably requested by such representative, Special Counsel or any such
     underwriter in connection with such Shelf Registration Statement; provided,
     however, that the foregoing inspection and information gathering shall be
     coordinated on behalf of the such persons by the Special Counsel and all
     such information shall be kept confidential by the recipients and their
     representatives pursuant to a customary confidentiality agreement for due
     diligence investigations by selling security holders in offerings
     registered under the Securities Act to be executed by such recipients prior
     to receiving such information.

          (r) In the case of a Shelf Registration Statement, the Company shall,
     if requested by Holders of a majority in aggregate principal amount of the
     Securities and Exchange Securities being sold, their Special Counsel or the
     managing underwriters (if any) in connection with such Shelf Registration
     Statement, use its commercially reasonable efforts to cause (i) its counsel
     to deliver an opinion relating to the Shelf Registration Statement and the
     Securities or Exchange Securities, as applicable, in customary form, (ii)
     its officers to execute and deliver all customary documents and
     certificates reasonably requested by Holders of a majority in aggregate
     principal amount of the Securities and Exchange Securities being sold,
     their Special Counsel or the managing underwriters (if any) and (iii) its
     independent public accountants to provide a comfort letter or letters in
     customary form, subject to receipt of appropriate documentation as
     contemplated, and only if permitted, by Statement of Auditing Standards No.
     72.

          5. Registration Expenses. The Company will bear all expenses incurred
in connection with the performance of its obligations under Sections 1, 2 and 4
and the Company will reimburse the Initial Purchasers and the Holders for the
reasonable fees and disbursements of one firm of attorneys (in addition to any
local counsel) chosen by the Holders of a majority in aggregate principal amount
of the Securities and the Exchange Securities to be sold pursuant to each
Registration Statement (the "Special Counsel") acting for the Initial Purchasers
or Holders in connection therewith.

          6. Indemnification.

          (a) In the event of a Shelf Registration Statement or in connection
with any prospectus delivery pursuant to an Exchange Offer Registration
Statement by an Initial Purchaser or Exchanging Dealer, as applicable, the
Company shall indemnify and hold harmless each Holder (including, without
limitation, any such Initial Purchaser or Exchanging Dealer), its affiliates,
their respective officers, directors, employees, representatives and agents, and
each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 6 and Section 7 as a Holder) from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, without limitation, any loss, claim,


                                      -10-

<PAGE>

damage, liability or action relating to purchases and sales of Securities or
Exchange Securities), to which that Holder may become subject, whether commenced
or threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and shall reimburse each Holder promptly
upon demand for any legal or other expenses reasonably incurred by that Holder
in connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage, liability or action arises out of, or is based upon,
an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with any
Holders' Information; and provided, further, that with respect to any such
untrue statement in or omission from any related preliminary prospectus, the
indemnity agreement contained in this Section 6(a) shall not inure to the
benefit of any Holder from whom the person asserting any such loss, claim,
damage, liability or action received Securities or Exchange Securities to the
extent that such loss, claim, damage, liability or action of or with respect to
such Holder results from the fact that both (A) a copy of the final prospectus
was not sent or given to such person at or prior to the written confirmation of
the sale of such Securities or Exchange Securities to such person and (B) the
untrue statement in or omission from the related preliminary prospectus was
corrected in the final prospectus unless, in either case, such failure to
deliver the final prospectus was a result of non-compliance by the Company with
Section 4(d), 4(e), 4(f) or 4(g).

          (b) In the event of a Shelf Registration Statement, each Holder shall
indemnify and hold harmless the Company and its affiliates, their respective
officers, directors, employees, representatives and agents, and each person, if
any, who controls the Company within the meaning of the Securities Act or the
Exchange Act (collectively referred to for purposes of this Section 6(b) and
Section 7 as the Company), from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof (including,
without limitation, any loss, claim, damage, liability or action relating to
purchases and sales of Securities or Exchange Securities), to which the Company
may become subject, whether commenced or threatened, under the Securities Act,
the Exchange Act, any other federal or state statutory law or regulation, at
common law or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in any such Registration Statement
or any prospectus forming part thereof or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with any Holders' Information furnished to the Company by
such Holder, and shall reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
or preparing to defend against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that no such Holder shall be liable
for any indemnity claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Securities or Exchange Securities
pursuant to such Shelf Registration Statement.


                                      -11-

<PAGE>

          (c) Promptly after receipt by an indemnified party under this Section
6 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 6 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and provided, further, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section 6. If any
such claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than the reasonable costs of investigation; provided, however,
that an indemnified party shall have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based upon advice of counsel to the indemnified party) that there may
be legal defenses available to it or other indemnified parties that are
different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel reasonably satisfactory to the indemnified
party to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases the
reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party or
parties. Each indemnified party shall use commercially reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld, conditioned or delayed), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld, conditioned
or delayed), effect any settlement of any pending or threatened proceeding in
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

          7. Contribution. If the indemnification provided for in Section 6 is
unavailable or insufficient to hold harmless an indemnified party under Section
6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative
benefits received by the


                                      -12-

<PAGE>

Company from the offering and sale of the Securities, on the one hand, and a
Holder with respect to the sale by such Holder of Securities or Exchange
Securities, on the other, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and such Holder on the other
with respect to the statements or omissions that resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and a Holder on the other with respect to such offering and such sale
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Securities (before deducting expenses) received by or on behalf
of the Company as set forth in the Offering Memorandum, on the one hand, bear to
the total proceeds received by such Holder with respect to its sale of
Securities or Exchange Securities, on the other. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to the information supplied by the Company on the one
hand or to any Holders' Information supplied by such Holder on the other, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this Section 7 were to be determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 7 shall be deemed to include, for
purposes of this Section 7, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending or
preparing to defend any such action or claim. Notwithstanding the provisions of
this Section 7, an indemnifying party that is a Holder of Securities or Exchange
Securities shall not be required to contribute any amount in excess of the
amount by which the total price at which the Securities or Exchange Securities
sold by such indemnifying party to any purchaser exceeds the amount of any
damages which such indemnifying party has otherwise paid or become liable to pay
by reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

          8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a majority in aggregate principal amount of such Transfer Restricted Securities
included in such offering, subject to the consent of the Company (which shall
not be unreasonably withheld or delayed), and such Holders shall be responsible
for all underwriting commissions and discounts in connection therewith.

          No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

          9. Miscellaneous.

          (a) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof


                                      -13-

<PAGE>

may not be given, unless the Company has obtained the written consent of Holders
of a majority in aggregate principal amount of the Securities and the Exchange
Securities, taken as a single class. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or Exchange
Securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by
Holders of a majority in aggregate principal amount of the Securities, the
Exchange Securities being sold by such Holders pursuant to such Registration
Statement.

          (b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier or air courier guaranteeing next-day delivery:

          (i) if to a Holder, at the most current address given by such Holder
     to the Company in accordance with the provisions of this Section 9(b),
     which address initially is, with respect to each Holder, the address of
     such Holder maintained by the Registrar under the Indenture.

          (ii) if to an Initial Purchaser, to it c/o Merrill Lynch & Co., 4
     World Financial Center, New York, New York 10080, Attention: Sarang Gadkari
     (telecopier no.: (212) 449-7750), with a copy to Cahill Gordon & Reindel
     LLP, 80 Pine Street, New York, New York 10005, Attention: Daniel J.
     Zubkoff, Esq., telecopier: (212) 269-5420.

          (iii) if to the Company, at Select Medical Holdings Corporation, 4718
     Old Gettysburg Road, P.O Box 2034, Mechanicsburg, PA 17055, Attn: Michael
     E. Tarvin, Senior V.P., General Counsel and Secretary, Facsimile: (717)
     975-9981; with a copy to Welsh, Carson, Anderson & Stowe, 320 Park Avenue,
     Suite 2500, New York, New York 10022-6815, Attention: Sean M. Traynor,
     telecopier no.: (212) 893-9559 and a copy to Ropes & Gray LLP, 45
     Rockefeller Plaza, New York, New York, Attention: Steven R. Rutkovsky,
     Esq., telecopier: (212) 841-5725.

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

          The Initial Purchasers, on the one hand, or the Company, on the other
hand by notice to the other may designate additional or different addresses for
subsequent notices or communications.

          (c) Successors And Assigns. This Agreement shall inure to the benefit
of and be binding upon the parties hereto, their respective successors and
assigns, including, without the need for an express assignment, subsequent
Holders of Securities and the Exchange Securities, and the indemnified persons
referred to in Section 6 hereof.

          (d) Counterparts. This Agreement may be executed in any number of
counterparts (which may be delivered in original form or by telecopier) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

          (e) Definition of Terms. For purposes of this Agreement, (a) the term
"business day" means any day on which the New York Stock Exchange, Inc. is open
for trading, (b) the term


                                      -14-

<PAGE>

"subsidiary" has the meaning set forth in the Indenture and (c) except where
otherwise expressly provided, the term "affiliate" has the meaning set forth in
Rule 405 under the Securities Act.

          (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (g) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

          (h) Remedies. In the event of a breach by the Company (other than in
respect of a Registration Default for which liquidated damages under Section 3
shall be the exclusive remedy) or by any Holder of any of their respective
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. Except as provided above, the Company and each
Holder agree that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agree that, in the event of any action for specific
performance in respect of such breach, it shall waive the defense that a remedy
at law would be adequate.

          (i) No Inconsistent Agreements. The Company represents, warrants and
agrees that (i) it has not entered into, and shall not, on or after the date of
this Agreement, enter into, any agreement that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof, (ii) it has not previously entered into any agreement which
remains in effect granting any registration rights with respect to any of its
debt securities to any person and (iii) without limiting the generality of the
foregoing, without the written consent of the Holders of a majority in aggregate
principal amount of the then outstanding Transfer Restricted Securities, it
shall not grant to any person the right to request the Company to register any
debt securities of the Company under the Securities Act unless the rights so
granted are not in conflict or inconsistent with the provisions of this
Agreement.

          (j) No Piggyback on Registrations. Neither the Company nor any of its
security holders (other than the Holders of Transfer Restricted Securities in
such capacity) shall have the right to include any securities of the Company in
any Shelf Registration or Registered Exchange Offer other than Transfer
Restricted Securities.

          (k) Severability. Except as otherwise provided in Section 3, the
remedies provided herein are cumulative and not exclusive of any remedies
provided by law. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.


                                      -15-

<PAGE>

          Please confirm that the foregoing correctly sets forth the agreement
among the parties hereto.

                                        Very truly yours,

                                        SELECT MEDICAL HOLDINGS CORPORATION


                                        By: /s/ Martin F. Jackson
                                            ------------------------------------
                                        Name: Martin F. Jackson
                                              ----------------------------------
                                        Title: Chief Financial Officer
                                               ---------------------------------

<PAGE>


ACCEPTED AND AGREED TO:

MERRILL LYNCH, PIERCE, FENNER & SMITH
   INCORPORATED
WACHOVIA CAPITAL MARKETS, LLC
J.P. MORGAN SECURITIES INC.
   as Representatives of the several Initial Purchasers
   referred to on Schedule I to the Purchase Agreement

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
     INCORPORATED


By: /s/ Illegible
    ---------------------------------
    Authorized Signatory


                                      -2-

<PAGE>

                                     ANNEX A

          Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution".

                                     ANNEX B

          Each broker-dealer that receives Exchange Securities for its own
account in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution".

                                     ANNEX C

                              PLAN OF DISTRIBUTION

          Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Securities where such Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until _______________,
200__, all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.

          The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. Any broker-dealer that resells
Exchange Securities that were received by it for its own account pursuant to the
Registered Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an "underwriter"
within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.


                                      -3-

<PAGE>

          For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Securities) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

                                     ANNEX D

          CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.

Name: _______________________________

Address: ____________________________

          If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


                                      -4-