##### 



Exhibit 10.2

STOCK PURCHASE AGREEMENT

between

ROCCO A. ORTENZIO,
an individual

and

ROBERT A. ORTENZIO,
an individual

- Sellers -

and

SELECT MEDICAL CORPORATION,
a Delaware corporation

- Buyer -

and joined in by

SELECT AIR II, INC.,
a Pennsylvania corporation

- Company -

Dated: September 16, 2002





---



##### 



STOCK PURCHASE AGREEMENT

THIS AGREEMENTis made and entered into as of the 16th day of September,
2002, by and among ROCCO A. ORTENZIO, an individual, and ROBERT A. ORTENZIO, an
individual (collectively, the Sellers), on the one hand, and SELECT MEDICAL
CORPORATION, a Delaware corporation (Buyer), on the other hand, and joined in
by SELECT AIR II, INC., a Pennsylvania corporation (Company).

BACKGROUND

A.The Sellers are the record and beneficial owners of 1,000 shares of the
common stock of Company with a par value of $0.00 per share (Common Stock),
constituting all of Companys outstanding and issued capital stock. Each
Seller owns the number of shares of Common Stock set forth opposite such
Sellers name on Exhibit A attached hereto and made a part hereof (such
shares are hereinafter collectively referred to as the Shares).

B.Company owns a Cessna Citation II, Manufacturers Serial Number
550-0568, Registration Number N83KE (the Citation II).

C.The Sellers desire to sell to Buyer, and Buyer desires to buy from the
Sellers, all of the Shares. This Agreement sets forth the terms and conditions
pursuant to which the Sellers will sell the Shares to Buyer.

NOW, THEREFORE, in consideration of the mutual terms and conditions herein
contained, and intending to be legally bound hereby, it is agreed among the
parties hereto as follows:

ARTICLE 1. PURCHASE AND SALE OF THE SHARES

1.1      The Shares. Subject to the terms and conditions hereof and on the
basis of and in reliance upon the covenants, agreements, and representations
and warranties set forth herein, the Sellers shall, on the Closing Date (as
hereinafter defined), sell, transfer, assign and deliver to Buyer, or to one or
more corporations, partnerships or other legal entities owned or controlled by
Buyer and designated to the Sellers by Buyer (each, a Permitted Assignee),
and Buyer shall purchase, accept and receive all right, title and interest in
and to all of the Shares. The certificates representing the Shares will be
duly authorized in blank by the Sellers, or accompanied by stock powers duly
endorsed in blank.





---



##### 



ARTICLE 2. PURCHASE PRICE

2.1      Purchase Price. In exchange for the Shares, and in reliance upon the
covenants, agreements, and representations and warranties set forth herein,
Buyer shall pay to the Sellers at Closing (as hereinafter defined) the sum of
Two Million Four Hundred Fifty-Six Thousand Dollars ($2,456,000) (the Purchase
Price). The Purchase Price shall be adjusted by an amount equal to the
Additional Amount (as hereinafter defined). The Additional Amount shall mean
the amount of cash received or collected, on or before December 15, 2002, by
the Buyer or the Company relating to the Companys pre-Closing operations {to
include the Companys bank accounts the control of which are transferred to the
Buyer and the Companys accounts receivable converted to cash}, less any
amounts expended or incurred by the Buyer or the Company after the Closing
relating to the Companys pre-Closing operations {to include liabilities not
disclosed to, or specifically assumed by, the Buyer hereunder}. The Additional
Amount, if positive, shall be paid by the Buyer to the Sellers, or, if
negative, shall be paid by the Sellers to the Buyer, on or before December 15,
2002.

ARTICLE 3. THE CLOSING

3.1      Place and Time of the Closing. The closing of the purchase and sale
of the Shares and other transactions contemplated by this Agreement (the
Closing) shall take place at the offices of Buyer located at 4716 Old
Gettysburg Road, Mechanicsburg, Pennsylvania 17055 on the date hereof (the date
of Closing is hereinafter called the Closing Date).

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SELLERS

Company and the Sellers, jointly and severally, represent and warrant to
Buyer as follows:

4.1      Organization and Standing. (a) Company is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania. Company has the corporate power and authority,
and all governmental licenses, authorizations, consents and approvals, to own
all of its properties and assets, carry on its business, and execute and
deliver this Agreement. The copies of the articles of incorporation and bylaws
(and other applicable organizational documentation) of Company, as amended to
date, that have been delivered to Buyer are complete and correct, and the stock
books and minute books of Company delivered to Buyer on or before Closing will
be complete and accurate.

4.2      Federal Employer Identification Numbers and Addresses. Companys
Federal Employer Identification Number is 23-2972677 and its mailing address is
4716 Old Gettysburg Road, Mechanicsburg, Pennsylvania 17055.

4.3      Power and Authority. (a) Each Seller has the requisite legal
capacity and authority, and has obtained and all governmental licenses,
authorizations, consents and approvals, to execute and deliver this Agreement
and the other documents required to be

2



---



##### 



delivered by such Seller (collectively, the Sale Documents), perform
such Sellers obligations under this Agreement and the Sale Documents, and
carry out the transactions contemplated hereby.

(b)      Company has the corporate power and authority to execute and deliver
this Agreement and the other documents required to be delivered by Company
(collectively, the Transaction Documents), and perform its obligations under
this Agreement and the Transaction Documents.

4.4      Binding Agreement. (a) This Agreement has been duly and validly
executed and delivered by each Seller and constitutes the valid and binding
agreement of each Seller, enforceable against each Seller in accordance with
its terms, except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or moratorium or other laws affecting
the enforcement of creditors rights generally, and (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability.

(b)      The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly and validly authorized by
the Board of Directors of Company and approved by the stockholders of Company,
and no other corporate proceedings are necessary to authorize this Agreement
and the transaction contemplated hereby. This Agreement has been duly and
validly executed and delivered by Company and constitutes the valid and binding
agreement of Company, enforceable against Company in accordance with its terms.

4.5      Absence of Conflicting Agreements. Neither the execution and delivery
of this Agreement by the Sellers or Company, nor the execution and delivery of
the Sale Documents by the Sellers or the Transaction Documents by Company, nor
the performance by any of them of the transactions contemplated thereby (a)
conflicts with, or constitutes a breach of or a default under (i) any
applicable law, or any applicable rule, judgment, order, writ, injunction or
decree of any court, or (ii) any applicable rule or regulation of any
administrative agency or other governmental authority to which the Sellers or
Company is bound, or the property of any of them is or are subject; (b)
violates any provision of the articles of incorporation or bylaws of Company;
(c) violates any provision of or results in the breach of, or entitles any
party to accelerate or terminate (whether after the giving of notice or lapse
of time or both) an obligation under, any mortgage, deed of trust, indenture,
lien, lease, contract, commitment, understanding, arrangement, restriction,
note, bond, license, instrument or any other agreement to which either Seller
or Company is a party or to which any of their respective properties or assets,
or the Shares, are subject; or (d) results in the creation or imposition of any
lien, charge, pledge, security interest or other encumbrance upon any property
of the Sellers or Company, including, but not limited to, the Shares.

4.6      Consents. No license, consent, approval, waiver, order or
authorization of, or registration, declaration or filing with any person,
entity or governmental agency or authority is required in connection with the
execution and delivery of this Agreement by the Sellers or

3



---



##### 



Company or the execution and delivery of the Sale Documents by the Sellers
or of the Transaction Documents by Company, or for the consummation by them of
the transactions contemplated thereby.

4.7      Assets and Liabilities. As of the date hereof, the Company owns no
assets other than the Citation II and the cash and accounts receivable listed
on Schedule 4.7 attached hereto, and has no existing liabilities or
obligations, whether absolute, accrued, contingent or otherwise, and there is
no basis for assertion against Company of any liability or obligation of any
nature or amount.

4.8      Capital Stock. (a) The authorized capital stock of Company consists
of 1,000,000 shares of the Common Stock of Company, $0.00 par value per share,
of which 1,000 shares are issued and outstanding.

(b)      All outstanding shares of the Common Stock are duly authorized,
validly issued, fully paid and non-assessable. There are no preemptive or
similar rights on the part of any holder of any class of securities of Company.
There are no outstanding offers, subscriptions, options, warrants, rights or
other agreements or commitments obligating Company or the Sellers to issue or
sell, or cause to be issued or sold, any shares of the capital stock of Company
or any securities or obligations convertible into or exchangeable for (or
giving any person any right to acquire any shares of) such capital stock, or
obligating Company or the Sellers to enter into any such agreement or
commitment.

(c)      All of the shares of Companys issued and outstanding capital stock
are, and always have been, owned beneficially and of record by the Sellers,
free and clear of any security interest, liens, options, equities, claims,
restrictions, mortgages, deeds of trust, pledges or rights of another
whatsoever (collectively, Encumbrances), and no other party has, or ever has
had, any right, title or interest, whether legal or equitable, in said shares.
At the Closing, Buyer (or its assignee as permitted hereunder) shall acquire
good, valid and marketable title to the Shares, free and clear of any
Encumbrance whatsoever.

4.9      Compliance with Laws. Company has operated in compliance with all
applicable federal, state, local and other governmental laws or ordinances, and
all applicable orders, rules and regulations of federal, state, local and other
governmental agencies, and neither the Sellers nor Company has received any
claim or notice that the Business is not in compliance with any of the
foregoing.

4.10      Legal Proceedings. There are no disputes, claims, actions, suits,
proceedings, arbitrations or investigations, either administrative or judicial,
pending or to the best knowledge of the Sellers and Company, threatened or
contemplated against or affecting the Sellers, Company or the Shares, either at
law or in equity or otherwise, before or by any court or governmental agency or
body, domestic or foreign, or before an arbitrator of any kind. Neither the
Sellers nor Company is aware of any state of facts or the occurrence of any
event that might reasonably form the basis of any claim against the Sellers or
Company which might have a

4



---



##### 



materially adverse effect on the operations or prospects of Company or
might materially increase the insurance premiums payable under any insurance
policy. Company is not in default in respect of any judgment, order, writ,
injunction or decree of any court or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality.

4.11      Finders. No broker or finder has acted for the Sellers or Company in
connection with the transactions contemplated by this Agreement, and no broker
or finder is entitled to any brokers or finders fee or other commission in
respect thereof based in any way on agreements, understandings or arrangements
with the Sellers or Company.

4.12      Subsidiaries. Company does not (a) own, directly or indirectly, any
shares of capital stock or have any other equity interest in any corporation,
partnership, association, joint venture, or other entity or business
enterprise, (b) control, beneficially or otherwise, any other corporation,
partnership, association, joint venture, or other entity or business
organization, or (c) have any commitment to contribute to the capital of, make
loans or advances to, or share the losses of, any enterprise.

ARTICLE 5.
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Sellers as follows:

5.1      Organization. Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. Buyer has the
corporate power and authority to execute and deliver this Agreement.

5.2      Binding Agreement. This Agreement has been duly executed and
delivered by Buyer. This Agreement is the legal, valid and binding obligation
of Buyer, enforceable against Buyer in accordance with its terms, except as (i)
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or moratorium or other laws affecting the enforcement of
creditors rights generally, and (ii) the availability of equitable remedies
may be limited by equitable principles of general applicability.

5.3      Absence of Conflicting Agreements. Neither the execution or delivery
of this Agreement by Buyer, nor the performance by Buyer of the transactions
contemplated hereby, conflicts with, or constitutes a breach of or a default
under (a) any applicable law or any applicable rule, judgment, order, writ,
injunction, or decree of any court, (b) any applicable rule or regulation of
any administrative agency or other governmental authority, (c) any applicable
agreement, indenture, contract or instrument to which Buyer is a party or by
which he is bound, or (d) violates any provision of the articles of
incorporation or bylaws of Buyer.

5.4      Finders. No broker or finder has acted for Buyer in connection with
the transactions contemplated by this Agreement.

5



---



##### 



5.5      Approvals. No consent, approval, order or authorization of, or
registration, declaration or filing with, any governmental authority is
required in connection with the execution and delivery of this Agreement by
Buyer and the consummation by Buyer of the transactions contemplated hereby.

ARTICLE 6. COVENANT OF BUYER

6.1      Right of First Refusal. (a) At any time after the date hereof, in the
event Buyer proposes to sell either the Citation II or all of the Shares to a
third party (other than a Permitted Assignee) in a bona fide transaction, Buyer
may not transfer either the Citation II or any Shares, as the case may be,
without first offering to sell the Citation II or such Shares to Rocco A.
Ortenzio pursuant to this Section 6.1.

(b)      Buyer shall deliver a written notice (a Sale Notice) to Rocco A.
Ortenzio describing in reasonable detail the material terms of the proposed
sale, including the name of the offeree and the purchase price being requested,
together with a copy of any proposed agreement or instrument pursuant to which
Buyer proposes to sell either the Citation II or the Shares, as the case may
be, to the offeree. Upon receipt of the Sale Notice, Rocco A. Ortenzio shall
have the right and option to purchase either the Citation II or the Shares, as
the case may be, at the price and on the terms of the proposed transfer set
forth in the Sale Notice. Within 15 days after receipt of the Sale Notice,
Rocco A. Ortenzio shall notify Buyer whether or not he wishes to purchase the
Citation II or the Shares, as the case may be.

(c)      If Rocco A. Ortenzio elects to purchase either the Citation II or the
Shares pursuant to this Section 6.1, the closing of such purchase and sale
shall be held at the place and on the date established by Rocco A. Ortenzio in
his notice to Buyer in response to the Sale Notice, which in no event shall be
less than 10 nor more than 30 days from the date of such notice. In the event
that Rocco A. Ortenzio does not elect to purchase either the Citation II or the
Shares, as the case may be, Buyer may transfer either the Citation II or the
Shares, as the case may be, to the offeree specified in the Sale Notice at a
price not less than the price specified in the Sale Notice and on other terms
no more favorable to the transferee thereof than specified in the Sale Notice.
Such sale must occur during the 120 day period immediately following the last
date on which Rocco A. Ortenzio could have elected to purchase either the
Citation II or the Shares, as the case may be. Any transfer of either the
Citation II or the Shares not within such 120 day period will be subject to the
provisions of this Section 6.1 upon any subsequent transfer.

ARTICLE 7. INDEMNIFICATION



| | 7.1 |  | Indemnification.
| | --- |  | ----------------

(a)     Subject to the limitations contained elsewhere in this Article 7, the
Sellers shall indemnify and hold harmless Buyer, and Buyer shall indemnify and
hold harmless the Sellers (the party required to provide indemnification is
hereinafter referred to as the indemnifying party while the other party is
hereinafter referred to as the indemnified party) against any and

6



---



##### 



all losses, costs, expenses, claims, damages, actual liabilities or
actions, including the amount of any settlement approved by such indemnifying
party and expenses of enforcing this Agreement, which such indemnified party
has suffered, incurred or become subject to, and shall reimburse the
indemnified party for any legal, audit or other expenses incurred by it in
connection with investigating any claims and defending any actions, insofar as
such losses, costs, expenses, claims, damages, liabilities or actions arise out
of or are based upon (i) any false representations or the breach of any
warranty made by the indemnifying party herein or in any schedule, document,
list, certificate or other instrument delivered to the indemnified party
pursuant to this Agreement (hereinafter called a Warranty Breach); (ii) any
breach or default in the performance by the indemnifying party of any of its
covenants or agreements with the indemnified party contained herein
(hereinafter called a Covenant Breach); or (iii) any liabilities and expenses
of Company resulting from or incurred in the defense and/or settlement of any
litigation or third party claim which is filed or otherwise becomes known to
Company or Buyer prior to the expiration of the Claims Period (as defined
pursuant to the first sentence of subsection 7.1(d) below) that arises out of
incidents or events occurring prior to the Closing Date (hereinafter the claims
referred to in this clause (iii) of this subsection 7.1(a) are called the
Disclosed Litigation Claims). For purposes of the foregoing, any such
losses, costs, expenses, claims, damages, liabilities or actions incurred by
Company shall be considered losses, costs, expenses, claims, damages,
liabilities or actions incurred by Buyer for which Buyer shall be entitled to
be indemnified. The losses, costs, expenses, claims, damages, liabilities and
actions described in this subsection 7.1(a) are hereinafter individually called
a Loss and collectively Losses.

(b)      If and whenever any party shall claim that it is entitled to
indemnification pursuant to the provisions hereof, such party shall send a
written notice to the party from whom it is seeking indemnification stating the
basis for such claim and the total amount of the Loss that the party seeking
indemnification claims to have incurred. If the party from whom
indemnification is sought shall object to such claim of Loss, such party shall
give written notice of its objection to the party asserting the claim. If no
such objection shall have been sent within 15 days after the party from whom
indemnification is sought has received the claim notice, the amount of the Loss
claimed by the party seeking indemnification shall be deemed to have been
finally determined. In the event that the party from whom indemnification is
sought makes a timely objection to the claim, and within 15 days thereafter the
parties are unable through negotiations to finally determine the Loss, then the
claim shall be submitted for final determination to a court of competent
jurisdiction located in the Commonwealth of Pennsylvania. The Sellers and
Company hereby consent to the exclusive jurisdiction of the courts of the
Commonwealth of Pennsylvania or any United States federal court sitting in the
City of Harrisburg, Commonwealth of Pennsylvania with respect to the
adjudication of any claims arising under this Agreement or related in any way
whatsoever to the transactions contemplated under this Agreement.

(c)      With respect to any claim made by a third party against which a party
hereto is seeking indemnification under Section 7.1(a), the party from whom
indemnification is sought shall have the right, at its own expense, to
participate in or assume control of the defense of such

7



---



##### 



claim, subject to the rights of the appropriate insurance company to
control the defense of any claim covered by insurance, and the party seeking
indemnification shall fully cooperate with the party from whom indemnification
is sought subject to reimbursement for actual out-of-pocket expenses incurred
as a result of such request by the party from whom indemnification is sought.
If the party from whom indemnification is sought either does not elect to
assume control (subject to the aforesaid rights of the insurance company to
control the defense of any claim covered by insurance) or otherwise participate
in the defense of any third-party claim, that party shall be bound by the
results obtained by the other with respect to such claim.

(d)      Except as provided otherwise in this subsection, no claim for
indemnification under 7.1(a)(i) for Losses occurring by reason of a Warranty
Breach may be asserted by an indemnified party after the end of the Claims
Period which shall commence on the Closing Date and end on the third
anniversary of the Closing Date. This subsection does not apply to, and there
is no time limit on, claims for indemnification asserted by a party for Losses
occurring by reason of a Disclosed Litigation Claim of for Losses occurring by
reason of a Covenant Breach.

(e)      There is no time limit within which claims for indemnification timely
asserted by an indemnified party for Losses arising out of Disclosed Litigation
claims or for Losses arising out of Covenant Breaches must be resolved. All
other claims for indemnification timely asserted by an indemnified party under
Section 7.1(a)(i) or shall be resolved prior to the end of the Claims Period
and the indemnified party and indemnifying party shall each use their best
efforts to resolve such claims in a fair and equitable manner. If such
resolution would not otherwise be possible within the Claims Period because the
claim was made against Buyer or Company by one or more third parties, then the
Sellers and Buyer shall within the Claims Period make a reasonable valuation of
the potential liability of Buyer or Company with respect to such third party
claims, and such valuation shall be the amount of Loss for which Buyer shall be
indemnified.

(f)      For the purposes of this Article 7, an indemnified party shall not be
deemed to have been damaged by a Loss to the extent that such indemnified party
has received payment from insurance in respect of such Loss or, in the case of
Buyer or Company, to the extent that such Loss was reserved against on the
Balance Sheet.

ARTICLE 8. MISCELLANEOUS

8.1      Survival of Representations and Warranties. All representations,
warranties, covenants and agreements made by each party in this Agreement or in
any schedule, certificate, document or list delivered by any such party
pursuant hereto shall survive Closing and each party hereto shall be entitled
to rely upon the representations and warranties of the other party,
notwithstanding any investigation conducted before or after Closing or the
decision of any party to complete this transaction;

8



---



##### 



8.2      Costs and Expenses. Except as expressly otherwise provided herein,
each party hereto shall bear its own costs and expenses in connection with this
Agreement and the transactions contemplated hereby, whether or not the
transactions herein provided shall be consummated.

8.3      Bulk Sales Law. The Sellers shall indemnify and hold Buyer harmless
from any loss, cost or liability (including reasonable attorneys fees)
incurred by Buyer as a result of non-compliance with any applicable Bulk Sales
Law.

8.4      Performance. In the event of a default on the part of either party,
the non-defaulting party shall have the right, in addition to any other
remedies which may be available, to obtain specific performance of the terms of
this Agreement. Should any party default in performance of any of the terms
and conditions of this Agreement or any other agreement referred to herein
which results in the filing of a lawsuit for damages, specific performance, or
other remedy, the prevailing party in such lawsuit shall be entitled to its
reasonable attorneys fees and court costs from the losing party.

8.5      Benefits and Assignment. This Agreement will be binding upon the
respective legal representatives, successors and permitted assigns of the
parties hereto. None of the parties hereto may assign its interests or
delegate its duties under this Agreement to any other person without the prior
written consent of the other parties. Notwithstanding the provisions of this
Section, Buyer shall be entitled to assign its rights set forth in this
Agreement to a Permitted Assignee, or to name one or more Permitted Assignees
to take title to the Shares without the prior written consent of either Seller.

8.6      Effect and Construction of this Agreement. This Agreement and the
Schedules hereto embody the entire Agreement and understanding of the parties
and supersede any and all prior agreements, arrangements and understandings
relating to matters provided for herein. The captions are for convenience only
and will not control or affect the meaning or construction of the provisions of
this Agreement.

8.7      Severability. If any provisions of this Agreement shall be declared
invalid or illegal for any reason whatsoever, the remaining terms and
provisions of this Agreement shall remain in full force and effect in the same
manner as if the invalid or illegal provision has not been contained herein.

8.8      Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed to be properly given when personally delivered to
the party entitled to receive the notice or when sent by certified or
registered mail, postage prepaid, properly addressed to the

9



---



##### 



party entitled to receive such notice at the address stated below:

|                              |  |                                                                                           |  |                   
|----------------------------- |  | ----------------------------------------------------------------------------------------- |  | ------------------
|If to the Sellers:
or Company |  | Select Air II, Inc.
4716 Old Gettysburg Road
P.O. Box 2034
Mechanicsburg, PA 17055       
|                             
|                             
|                             
|                             
|                              |  | Attn:                                                                                     |  | Michael E. Salerno
|                             
|                             
|                             
|                             
|                              |  |                                                                                           |  |                   
|                             
|                             
|                             
|                             
|If to Buyer:                  |  | Select Medical Corporation
4716 Old Gettysburg Road
P.O. Box 2034
Mechanicsburg, PA 17055
|                             
|                             
|                             
|                             
|                              |  | Attn:                                                                                     |  | Rocco A. Ortenzio 
|                             
|                             
|                             
|                             
|                              |  |                                                                                           |  |                   
|                             
|                             
|                             
|                             
|with a copy to:               |  | Select Medical Corporation
4716 Old Gettysburg Road
P.O. Box 2034
Mechanicsburg, PA 17055
|                             
|                             
|                             
|                             
|                              |  | Attn:                                                                                     |  | Michael E. Tarvin 

or to such other addresses or entities as any party hereto may from time to
time direct.

8.9 Further Assurances. Following Closing, at the request of Buyer, the
Sellers shall deliver any further instruments of transfer and shall take any
action as may be necessary or appropriate to vest in the Buyer, or a Permitted
Assignee, good title to the Shares, or to otherwise effectuate the purposes of
this Agreement.

8.10 Waiver, Discharge, Etc. This Agreement may not be released,
discharged, abandoned, changed, amended or modified in any manner, except by an
instrument in writing signed on behalf of each of the parties hereto by their
duly authorized officers or representatives. The failure of any party hereto
to enforce at any time any of the provisions of this Agreement shall in no way
be construed to be a waiver of any such provision, nor in any way to affect the
validity of this Agreement or any part thereof or the right of any party
thereafter to enforce each and every such provision. No waiver of any breach
of this Agreement shall be held to be a waiver of any other or subsequent
breach.

8.11 Rights of Persons Not Parties. Nothing contained in this Agreement
shall be deemed to create rights in persons not parties thereto, other than the
successors and permitted assigns of the parties hereto.

8.12 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without reference
to any conflict of laws provision.

10



---



##### 



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

IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the day and year first above written.

| |  |                                                   
| |  | --------------------------------------------------
| |  | The Sellers:                                      
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | /s/ Rocco A. Ortenzio                             
| |  |                                                   
| |  | Rocco A. Ortenzio                                 
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | /s/ Robert A. Ortenzio                            
| |  |                                                   
| |  | Robert A. Ortenzio                                
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | Buyer:                                            
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | SELECT MEDICAL CORPORATION, a Delaware
corporation
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | By: /s/ Michael E. Tarvin                         
| |  |                                                   
| |  | Michael E. Tarvin,
Senior Vice President          
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | Company:                                          
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | SELECT AIR II, INC., a Pennsylvania corporation   
|
|
|
|
| |  |                                                   
|
|
|
|
| |  | By: /s/ Michael E. Salerno                        
| |  |                                                   
| |  | Michael E. Salerno                                

11



---



##### 



EXHIBIT A

OWNERSHIP OF THE SHARES

|                   |  |            |  | 
|------------------ |  | ---------- |  | 
|Rocco A. Ortenzio  |  | 900 shares |  | 
|                  
|                  
|                  
|                  
|Robert A. Ortenzio |  | 100 shares |  | 

12



---



##### 



Schedule 4.7

Identification of Cash and Accounts Receivable
(as of September 16, 2002)

|                         |  |  |                 |  |  | 
|------------------------ |  |  | --------------- |  |  | 
|Cash
Accounts Receivable |  |  | $45,000
$86,000 |  |  | 

13