<PAGE>

                                                               EXHIBIT 10.24


                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 19, 2003

                                  by and among

                           MARINER HEALTH CARE, INC.,

                                 THE GUARANTORS
                                  named herein

                                       and

                            CIBC WORLD MARKETS CORP.
                          J.P. MORGAN SECURITIES INC.,
                            LEHMAN BROTHERS INC. and
                         CITIGROUP GLOBAL MARKETS INC.,
                              as Initial Purchasers
                           --------------------------

                                  $175,000,000

                    8 1/4% SENIOR SUBORDINATED NOTES DUE 2013

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
1.       DEFINITIONS............................................................          1
2.       EXCHANGE OFFER.........................................................          4
3.       SHELF REGISTRATION.....................................................          7
4.       ADDITIONAL INTEREST....................................................          8
5.       REGISTRATION PROCEDURES................................................          9
6.       REGISTRATION EXPENSES..................................................         17
7.       INDEMNIFICATION........................................................         18
8.       RULES 144 AND 144A.....................................................         21
9.       UNDERWRITTEN REGISTRATIONS.............................................         21
10.      MISCELLANEOUS..........................................................         21
         (a)      Remedies......................................................         21
         (b)      No Inconsistent Agreements....................................         22
         (c)      Adjustments Affecting Registrable Notes.......................         22
         (d)      Amendments and Waivers........................................         22
         (e)      Notices.......................................................         22
         (f)      Successors and Assigns........................................         24
         (g)      Counterparts..................................................         24
         (h)      Headings......................................................         24
         (i)      GOVERNING LAW.................................................         24
         (j)      Severability..................................................         24
         (k)      Notes Held by any Issuer or Its Affiliates....................         24
         (l)      Third Party Beneficiaries.....................................         24
         (m)      Entire Agreement..............................................         25
         (n)      Joint and Several Obligations.................................         25
</TABLE>

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (the "Agreement") is made
and entered into as of December 19, 2003, by and among Mariner Health Care,
Inc., a Delaware corporation (the "Company"), the Guarantors (as defined) and
CIBC World Markets Corp., J.P. Morgan Securities Inc., Lehman Brothers Inc. and
Citigroup Global Markets Inc. (the "Initial Purchasers").

                  This Agreement is entered into in connection with the Purchase
Agreement, dated December 12, 2003, by and among the Company, the Guarantors and
the Initial Purchasers (the "Purchase Agreement") relating to the sale by the
Company to the Initial Purchasers of $175,000,000 aggregate principal amount of
the Company's 8 1/4% Senior Subordinated Notes due 2013 (the "Notes") and the
unconditional guarantee thereof by the Guarantors on a joint and several basis
(the "Guarantee"). In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Issuers (as defined) have agreed to provide the
registration rights set forth in this Agreement for the benefit of the holders
of Registrable Notes (as defined), including, without limitation, the Initial
Purchasers. The execution and delivery of this Agreement is a condition to the
Initial Purchasers' obligation to purchase the Notes under the Purchase
Agreement.

                  The parties hereby agree as follows:

1.       Definitions

                  As used in this Agreement, the following terms shall have the
following meanings:

                  Additional Interest:  See Section 4(a).

                  Advice:  See the last paragraph of Section 5.

                  Agreement: See the first introductory paragraph to this
Agreement.

                  Applicable Period:  See Section 2(b).

                  Business Day: A day that is not a Saturday, a Sunday, or a day
on which banking institutions in New York, New York are required to be closed.

                  Closing Date: The Closing Date as defined in the Purchase
Agreement.

                  Commission:  The Securities and Exchange Commission.

                  Company: See the first introductory paragraph to this
Agreement.

                  Effectiveness Date: (i) The 240th day after the Issue Date, in
the case of the Exchange Registration Statement or an Initial Shelf Registration
filed in lieu of the Exchange Registration Statement, and (ii) in the case of an
Initial Shelf Registration filed following delivery of a Shelf Notice, the 60th
day after the filing of such Initial Shelf Registration.

<PAGE>

                  Effectiveness Period:  See Section 3(a).

                  Event Date:  See Section 4(b).

                  Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

                  Exchange Notes:  See Section 2(a).

                  Exchange Offer:  See Section 2(a).

                  Exchange Registration Statement:  See Section 2(a).

                  Filing Date: The 150th day after the Issue Date (regardless of
whether the actual filing precedes such date).

                  Guarantee: See the second introductory paragraph to this
Agreement.

                  Guarantors: each of the Company's subsidiaries listed in
Exhibit A-1 hereto.

                  Holder: Any registered holder of Registrable Notes.

                  Indemnified Person: See Section 7(c).

                  Indemnifying Person: See Section 7(c).

                  Indenture: The Indenture, dated as of December 19, 2003, by
and among the Issuers and U.S. Bank National Association, as trustee, pursuant
to which the Notes are being issued, as amended or supplemented from time to
time in accordance with the terms thereof.

                  Initial Purchasers: See the first introductory paragraph to
this Agreement.

                  Initial Shelf Registration: See Section 3(a).

                  Inspectors: See Section 5(o).

                  Issue Date: The date on which the Notes were sold to the
Initial Purchasers pursuant to the Purchase Agreement.

                  Issuers: The Company and the Guarantors, collectively.

                  NASD: National Association of Securities Dealers, Inc.

                  Notes: See the second introductory paragraph to this
Agreement.

                  Participant: See Section 7(a).

                  Participating Broker-Dealer: See Section 2(b).

                                      -2-
<PAGE>

                  Person: Any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government (including any agency or political
subdivision thereof).

                  Private Exchange:  See Section 2(b).

                  Private Exchange Notes:  See Section 2(b).

                  Prospectus: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Notes covered by such Registration Statement, and all
other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

                  Purchase Agreement: See the second introductory paragraph to
this Agreement.

                  Records: See Section 5(o).

                  Registrable Notes: Each Note upon original issuance thereof
and at all times subsequent thereto, each Exchange Note as to which Section
2(c)(iv) hereof is applicable upon original issuance thereof and at all times
subsequent thereto and each Private Exchange Note upon original issuance thereof
and at all times subsequent thereto, until, in the case of any such Note,
Exchange Note or Private Exchange Note, as the case may be, the earliest to
occur of (i) a Registration Statement (other than, with respect to any Exchange
Note as to which Section 2(c)(iv) hereof is applicable) covering such Note,
Exchange Note or Private Exchange Note, as the case may be, has been declared
effective by the Commission and such Note, Exchange Note or Private Exchange
Note, as the case may be, has been disposed of in accordance with such effective
Registration Statement, (ii) such Note, Exchange Note or Private Exchange Note,
as the case may be, is sold in compliance with Rule 144, (iii) in the case of
any Note, such Note has been exchanged pursuant to the Exchange Offer for an
Exchange Note or Exchange Notes which may be resold without restriction under
federal securities laws, or (iv) such Note, Exchange Note or Private Exchange
Note, as the case may be, ceases to be outstanding for purposes of the
Indenture.

                  Registration Statement: Any registration statement of the
Company, including, but not limited to, the Exchange Registration Statement,
that covers any of the Registrable Notes pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

                  Rule 144: Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the Commission providing for offers and sales of
securities made in compliance therewith resulting

                                      -3-
<PAGE>

in offers and sales by subsequent holders that are not affiliates of an issuer
of such securities being free of the registration and prospectus delivery
requirements of the Securities Act.

                  Rule 144A: Rule 144A under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the Commission.

                  Rule 415: Rule 415 under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  Shelf Notice: See Section 2(c).

                  Shelf Registration: See Section 3(b).

                  Subsequent Shelf Registration: See Section 3(b).

                  TIA: The Trust Indenture Act of 1939, as amended.

                  Trustee: The trustee under the Indenture and, if existent, the
trustee under any indenture governing the Exchange Notes and Private Exchange
Notes (if any).

                  Underwritten registration or underwritten offering: A
registration in which securities of one or more of the Issuers are sold to an
underwriter for reoffering to the public.

2.       Exchange Offer

                  (a)      Each of the Issuers agrees to file with the
Commission no later than the Filing Date, an offer to exchange (the "Exchange
Offer") any and all of the Registrable Notes (other than Private Exchange Notes,
if any) for a like aggregate principal amount of debt securities of the Company
which are identical in all material respects to the Notes (the "Exchange Notes")
(and which are entitled to the benefits of the Indenture or a trust indenture
which is identical in all material respects to the Indenture (including, without
limitation, the guarantee provisions thereof) (other than such changes to the
Indenture or any such identical trust indenture as are necessary to comply with
any requirements of the Commission to effect or maintain the qualification
thereof under the TIA) and which, in either case, has been qualified under the
TIA), except that the Exchange Notes shall have been registered pursuant to an
effective Registration Statement under the Securities Act and shall contain no
restrictive legend thereon. The Exchange Offer shall be registered under the
Securities Act on the appropriate form (the "Exchange Registration Statement")
and shall comply with all applicable tender offer rules and regulations under
the Exchange Act. Each of the Issuers agrees to use its reasonable best efforts
to (x) cause the Exchange Registration Statement to be declared effective under
the Securities Act on or before the Effectiveness Date; (y) keep the Exchange
Offer open for at least 30 days (or longer if required by applicable law) after
the date that notice of the Exchange Offer is first mailed to Holders; and (z)
consummate the Exchange Offer on or prior to the 30th day following the date

                                      -4-
<PAGE>

on which the Exchange Registration Statement is declared effective. If after
such Exchange Registration Statement is initially declared effective by the
Commission, the Exchange Offer or the issuance of the Exchange Notes thereunder
is interfered with by any stop order, injunction or other order or requirement
of the Commission or any other governmental agency or court, such Exchange
Registration Statement shall be deemed not to have become effective for purposes
of this Agreement. Each Holder who participates in the Exchange Offer will be
required to represent that any Exchange Notes received by it will be acquired in
the ordinary course of its business, that at the time of the consummation of the
Exchange Offer such Holder will have no arrangement or understanding with any
Person to participate in the distribution of the Exchange Notes, that such
Holder is not an affiliate of any Issuer within the meaning of the Securities
Act or if it is such an affiliate, it will comply with the registration and
prospectus delivery requirements under the Securities Act to the extent
applicable, and any additional representations that in the written opinion of
counsel to the Issuers are necessary under then-existing interpretations of the
Commission in order for the Exchange Registration Statement to be declared
effective. Upon consummation of the Exchange Offer in accordance with this
Section 2, the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Registrable Notes that are Private Exchange
Notes and Exchange Notes held by Participating Broker-Dealers, and the Issuers
shall have no further obligation to register Registrable Notes (other than
Private Exchange Notes and other than in respect of any Exchange Notes as to
which clause 2(c)(iv) hereof applies) pursuant to Section 3 of this Agreement.

                  (b)      The Issuers shall include within the Prospectus
contained in the Exchange Registration Statement a section entitled "Plan of
Distribution," reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the Staff
of the Commission with respect to the potential "underwriter" status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a "Participating Broker-Dealer"), whether such positions or policies have
been publicly disseminated by the Staff of the Commission or such positions or
policies, in the judgment of the Initial Purchasers, represent the prevailing
views of the Staff of the Commission. Such "Plan of Distribution" section shall
also allow, to the extent permitted by applicable policies and regulations of
the Commission, the use of the Prospectus by all Persons subject to the
prospectus delivery requirements of the Securities Act, including, to the extent
so permitted, all Participating Broker-Dealers, and include a statement
describing the manner in which Participating Broker-Dealers may resell the
Exchange Notes.

                  Each of the Issuers shall use its reasonable best efforts to
keep the Exchange Registration Statement effective and to amend and supplement
the Prospectus contained therein, in order to permit such Prospectus to be
lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time beginning when the
Exchange Notes are first issued in the Exchange Offer and ending upon the
earlier of the expiration of the 180th day after the Exchange Offer has been
completed or when such Persons are no longer required to comply with the
prospectus delivery requirements in connection with offers and sales of the
Exchange Notes (the "Applicable Period").

                                      -5-
<PAGE>

                  If, upon consummation of the Exchange Offer, any Initial
Purchaser holds any Notes acquired by it and having the status of an unsold
allotment in the initial distribution, the Issuers upon the request of any such
Initial Purchaser shall, simultaneously with the delivery of the Exchange Notes
in the Exchange Offer, issue and deliver to such Initial Purchaser, in exchange
(the "Private Exchange") for the Notes held by such Initial Purchaser, a like
principal amount of debt securities of the Company that are identical in all
material respects to the Exchange Notes except for the existence of restrictions
on transfer thereof under the Securities Act and securities laws of the several
states of the U.S. (the "Private Exchange Notes") (and which are issued pursuant
to the same indenture as the Exchange Notes). The Private Exchange Notes shall
bear the same CUSIP number as the Exchange Notes. Interest on the Exchange Notes
and Private Exchange Notes will accrue from the last interest payment date on
which interest was paid on the Notes surrendered in exchange therefor or, if no
interest has been paid on the Notes, from the Issue Date.

                  In connection with the Exchange Offer, the Issuers shall:

                       (1) mail to each Holder a copy of the Prospectus forming
         part of the Exchange Registration Statement, together with an
         appropriate letter of transmittal and related documents;

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

                       (3) permit Holders to withdraw tendered Registrable Notes
         at any time prior to the close of business, New York time, on the last
         Business Day on which the Exchange Offer shall remain open; and

                       (4) otherwise comply in all material respects with all
         applicable laws.

                  As soon as practicable after the close of the Exchange Offer
or the Private Exchange, as the case may be, the Issuers shall:

                       (1) accept for exchange all Registrable Notes validly
         tendered and not validly withdrawn pursuant to the Exchange Offer or
         the Private Exchange;

                       (2) deliver to the Trustee for cancellation all
         Registrable Notes so accepted for exchange; and

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

                  The Exchange Notes and the Private Exchange Notes may be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture, which in either event will provide that the Exchange
Notes will not be subject to the transfer restrictions set forth in the
Indenture and that the Exchange Notes, the Private Exchange Notes and the Notes,
if any,

                                      -6-
<PAGE>

will vote and consent together on all matters as one class and that none of the
Exchange Notes, the Private Exchange Notes or the Notes, if any, will have the
right to vote or consent as a separate class on any matter.

                       (c) If, (i) because of any change in law or in currently
prevailing interpretations of the staff of the Commission, the Company is not
permitted to effect an Exchange Offer, (ii) the Exchange Offer is not
consummated within 270 days of the Issue Date, (iii) any holder of Private
Exchange Notes so requests in writing to the Company or (iv) in the case of any
Holder that participates in the Exchange Offer (and tenders its Registrable
Notes prior to the expiration thereof), such Holder does not receive Exchange
Notes on the date of the exchange that may be sold without restriction under
federal securities laws (other than due solely to the status of such Holder as
an affiliate of any Issuer within the meaning of the Securities Act) and so
notifies the Company within 30 days following the consummation of the Exchange
Offer (and providing a reasonable basis for its conclusions), in the case of
each of clauses (i)-(iv), then the Issuers shall as promptly as practicable
deliver to the Holders and the Trustee written notice thereof (the "Shelf
Notice") and shall file a Shelf Registration pursuant to Section 3.

3.       Shelf Registration

                  If a Shelf Notice is delivered as contemplated by Section
2(c), then:

                  (a)      Shelf Registration. The Issuers shall as promptly as
reasonably practicable file with the Commission a Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 covering all of
the Registrable Notes, if any, (the "Initial Shelf Registration"). If the
Issuers shall not have yet filed the Exchange Registration Statement, each of
the Issuers shall file with the Commission the Initial Shelf Registration on or
prior to the Filing Date and shall use its best efforts to cause such Initial
Shelf Registration to be declared effective under the Securities Act on or prior
to the Effectiveness Date. Otherwise, each of the Issuers shall file with the
Commission the Initial Shelf Registration within 60 days of the delivery of the
Shelf Notice and shall use its best efforts to cause such Shelf Registration to
be declared effective under the Securities Act on or prior to the Effectiveness
Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate
form permitting registration of such Registrable Notes for resale by Holders in
the manner or manners designated by them (including, without limitation, one or
more underwritten offerings). The Issuers shall not permit any securities other
than the Registrable Notes to be included in any Shelf Registration. Each of the
Issuers shall use its best efforts to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date which is 24
months from the Issue Date (or, if Rule 144(k) under the Securities Act is
amended to permit unlimited resales by non-affiliates within a lesser period,
such lesser period) (subject to extension pursuant to the last paragraph of
Section 5 hereof) (the "Effectiveness Period") or such shorter period ending
when (i) all Registrable Notes covered by the Initial Shelf Registration have
been sold in the manner set forth and as contemplated in the Initial Shelf
Registration or (ii) a Subsequent Shelf Registration covering all of the
Registrable Notes has been declared effective under the Securities Act.

                  (b)      Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the securities registered thereunder), each

                                      -7-
<PAGE>

of the Issuers shall use its reasonable best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within 30 days of such cessation of effectiveness amend the Shelf
Registration in a manner to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional "shelf" Registration Statement
pursuant to Rule 415 covering all of the Registrable Notes (a "Subsequent Shelf
Registration"). If a Subsequent Shelf Registration is filed, each of the Issuers
shall use its reasonable best efforts to cause the Subsequent Shelf Registration
to be declared effective as soon as practicable after such filing and to keep
such Subsequent Shelf Registration continuously effective for a period equal to
the number of days in the Effectiveness Period less the aggregate number of days
during which the Initial Shelf Registration or any Subsequent Shelf
Registrations was previously continuously effective. As used herein the term
"Shelf Registration" means the Initial Shelf Registration and any Subsequent
Shelf Registration.

                  (c)      Supplements and Amendments. Each of the Issuers shall
promptly supplement and amend any Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Shelf Registration or by any underwriter of
such Registrable Notes, in each case, with each Issuer's consent, which consent
shall not be unreasonably withheld or delayed.

4.       Additional Interest

                  (a)      The Issuers and the Initial Purchasers agree that the
Holders of Registrable Notes will suffer damages if the Issuers fail to fulfill
their obligations under Section 2 or Section 3 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
each of the Issuers agrees to pay, as liquidated damages, additional interest on
the Registrable Notes ("Additional Interest") under the circumstances and to the
extent set forth below (each of which shall be given independent effect):

                  (i)      if (A) neither the Exchange Registration Statement
         nor the Initial Shelf Registration has been filed on or prior to the
         Filing Date or (B) notwithstanding that the Issuers have consummated or
         will consummate an Exchange Offer, the Issuers are required to file a
         Shelf Registration and such Shelf Registration is not filed or
         confidentially submitted to the Commission on or prior to the 60th day
         after delivery of the Shelf Notice, then, in the case of subclause (A),
         commencing on the day after the Filing Date or, in the case of
         subclause (B), commencing on the 61st day following delivery of the
         Shelf Notice, Additional Interest shall accrue on the Registrable Notes
         over and above the stated interest at a rate of 0.50% per annum for the
         first 90 days immediately following the Filing Date or such 60th day,
         as the case may be, such Additional Interest rate increasing by an
         additional 0.50% per annum at the beginning of each subsequent 90-day
         period;

                  (ii)     if (A) neither the Exchange Registration Statement
         nor the Initial Shelf Registration is declared effective on or prior to
         the Effectiveness Date applicable thereto or (B) notwithstanding that
         the Issuers have consummated or will consummate an Exchange Offer, the
         Issuers are required to file a Shelf Registra-

                                      -8-
<PAGE>

         tion and such Shelf Registration is not declared effective by the
         Commission on or prior to the applicable Effectiveness Date, then,
         commencing on the day after such applicable Effectiveness Date,
         Additional Interest shall accrue on the Registrable Notes over and
         above the stated interest at a rate of 0.50% per annum for the first 90
         days immediately following the day after the applicable Effectiveness
         Date, such Additional Interest rate increasing by an additional 0.50%
         per annum at the beginning of each subsequent 90-day period; and

                  (iii)    if (A) the Company has not exchanged Exchange Notes
         for all Notes validly tendered in accordance with the terms of the
         Exchange Offer on or prior to the 270th day after the Issue Date, (B)
         the Exchange Registration Statement ceases to be effective prior to
         consummation of the Exchange Offer or (C) if applicable, a Shelf
         Registration has been declared effective and such Shelf Registration
         ceases to be effective at any time during the Effectiveness Period,
         then Additional Interest shall accrue on the Registrable Notes over and
         above the stated interest at a rate of 0.50% per annum for the first 90
         days commencing on the (x) 271st day after the Issue Date in the case
         of (A) above or (y) the day such Exchange Registration Statement or
         Shelf Registration ceases to be effective in the case of (B) and (C)
         above, such Additional Interest rate increasing by an additional 0.50%
         per annum at the beginning of each such subsequent 90-day period;

provided, however, that the Additional Interest rate on the Registrable Notes
may not exceed in the aggregate 2.0% per annum; provided further that (1) upon
the filing of the Exchange Registration Statement or each Shelf Registration (in
the case of (i) above), (2) upon the effectiveness of the Exchange Registration
Statement or each Shelf Registration, as the case may be (in the case of (ii)
above), or (3) upon the exchange of Exchange Notes for all Registrable Notes
tendered (in the case of (iii)(A) above) or upon the effectiveness of an
Exchange Registration Statement or Shelf Registration which had ceased to remain
effective (in the case of (iii)(B) and (C) above), Additional Interest on any
Registrable Notes then accruing Additional Interest as a result of such clause
(or the relevant subclause thereof), as the case may be, shall cease to accrue.

                  (b)      The Issuers shall notify the Trustee within one
Business Day after each and every date on which an event occurs in respect of
which Additional Interest is required to be paid (an "Event Date"). Any amounts
of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this
Section 4 will be payable in cash semi-annually on each regular interest payment
date specified in the Indenture (to the Holders of Registrable Notes of record
on the regular record date therefor (as specified in the Indenture) immediately
preceding such dates), commencing with the first such regular interest payment
date occurring after any such Additional Interest commences to accrue. The
amount of Additional Interest will be determined by multiplying the applicable
Additional Interest rate by the principal amount of the Notes subject thereto,
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the denominator
of which is 360.

5.       Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Sections 2 or 3 hereof, each Issuer shall effect such registrations
to permit the sale of such securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pur-

                                      -9-
<PAGE>

suant thereto and in connection with any Registration Statement filed by each
Issuer hereunder, each Issuer shall:

                  (a)      Prepare and file with the Commission prior to the
Filing Date, the Exchange Registration Statement or if the Exchange Registration
Statement is not filed or is unavailable, a Shelf Registration as prescribed by
Section 2 or 3, and use its reasonable best efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided that, if (1) a Shelf Registration is filed pursuant to Section
3, or (2) a Prospectus contained in an Exchange Registration Statement filed
pursuant to Section 2 is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period and has advised the Company that it is a Participating
Broker-Dealer, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Issuers shall, if requested, furnish to
and afford the Holders of the Registrable Notes to be registered pursuant to
such Shelf Registration or each such Participating Broker-Dealer, as the case
may be, covered by such Registration Statement, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least
five Business Days prior to such filing). The Issuers shall not file any such
Registration Statement or Prospectus or any amendments or supplements thereto if
the Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement, or any such Participating Broker-Dealer,
as the case may be, their counsel, or the managing underwriters, if any, shall
reasonably object.

                  (b)      Use its reasonable best efforts to prepare and file
with the Commission such amendments and post-effective amendments to each Shelf
Registration or Exchange Registration Statement, as the case may be, as may be
necessary to keep such Registration Statement continuously effective for the
Effectiveness Period or the Applicable Period, as the case may be; cause the
related Prospectus to be supplemented by any Prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) under the Securities Act; and comply with the
provisions of the Securities Act and the Exchange Act applicable to it with
respect to the disposition of all securities covered by such Registration
Statement as so amended or in such Prospectus as so supplemented and with
respect to the subsequent resale of any securities being sold by a Participating
Broker-Dealer covered by any such Prospectus. The Issuers shall be deemed not to
have used their reasonable best efforts to keep a Registration Statement
effective during the Applicable Period if they voluntarily take any action that
would result in selling Holders of the Registrable Notes covered thereby or
Participating Broker-Dealers seeking to sell Exchange Notes being prohibited
from selling such Registrable Notes or such Exchange Notes during that period
unless such action is required by applicable law, rule or regulation or unless
the Issuers comply with this Agreement, including, without limitation, the
provisions of paragraph 5(k) hereof and the last paragraph of Section 5.

                  (c)      If (1) a Shelf Registration is filed pursuant to
Section 3, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period from whom the Issuers have received written notice that it
will be a Participating Broker-Dealer, notify the selling Holders of Registrable
Notes, and

                                      -10-
<PAGE>

each such Participating Broker-Dealer, their counsel and the managing
underwriters, if any, promptly (but in any event within two Business Days), and
confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective (including in such notice a written statement that any Holder may,
upon request, obtain, without charge, one conformed copy of such Registration
Statement or post-effective amendment including financial statements and
schedules, documents incorporated or deemed to be incorporated by reference and
exhibits), (ii) of the issuance by the Commission of any stop order suspending
the effectiveness of a Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a prospectus is required
by the Securities Act to be delivered in connection with sales of the
Registrable Notes the representations and warranties of any Issuer contained in
any underwriting agreement contemplated by Section 5(n) hereof cease to be true
and correct in any material respect, (iv) of the receipt by any Issuer of any
notification with respect to the suspension of the qualification or exemption
from qualification of a Registration Statement or any of the Registrable Notes
or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or
sale in any jurisdiction, or the initiation or threatening of any proceeding for
such purpose, (v) of the happening of any event, the existence of any condition
or any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in, or amendments or supplements to,
such Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the Prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, and (vi) of the Issuers' reasonable determination
that a post-effective amendment to a Registration Statement would be
appropriate.

                  (d)      If (1) a Shelf Registration is filed pursuant to
Section 3, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, use its reasonable best efforts to prevent the issuance of
any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of a Prospectus or suspending the
qualification (or exemption from qualification) of any of the Registrable Notes
or the Exchange Notes to be sold by any Participating Broker-Dealer, for sale in
any jurisdiction, and, if any such order is issued, to use its reasonable best
efforts to obtain the withdrawal of any such order at the earliest possible
date.

                  (e)      If a Shelf Registration is filed pursuant to Section
3 and if requested in writing by the managing underwriters, if any, or the
Holders of a majority in aggregate principal amount of the Registrable Notes
being sold in connection with an underwritten offering, (i) as promptly as
practicable incorporate in a prospectus supplement or post-effective amendment
such information or revisions to information therein relating to such
underwriters or selling Holders as the managing underwriters, if any, or such
Holders or their counsel reasonably re-

                                      -11-
<PAGE>

quest to be included or made therein and provided to the Issuers in writing,
(ii) make all required filings of such prospectus supplement or such
post-effective amendment as soon as practicable after the Issuers have received
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment, and (iii) supplement or make amendments to such
information in any Prospectus or Registration Statement; provided, however, that
the Issuers shall not be required to take any action pursuant to this Section
5(e) that would, in the opinion of counsel for the Company reasonably
satisfactory to the Initial Purchasers, violate applicable law.

                  (f)      If (1) a Shelf Registration is filed pursuant to
Section 3, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, furnish to each selling Holder of Registrable Notes and to
each such Participating Broker-Dealer who so requests and to counsel and each
managing underwriter, if any, without charge, one conformed copy of the
Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

                  (g)      If (1) a Shelf Registration is filed pursuant to
Section 3, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer, deliver to each selling Holder of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
their respective counsel, and the underwriters, if any, without charge, as many
copies of the Prospectus or Prospectuses (including each form of preliminary
prospectus) and each amendment or supplement thereto and any documents
incorporated by reference therein as such Persons may reasonably request; and,
subject to the last paragraph of this Section 5, the Issuers hereby consent to
the use of such Prospectus and each amendment or supplement thereto by each of
the selling Holders of Registrable Notes and each Participating Broker-Dealer,
and the underwriters or agents, if any, and dealers (if any), in connection with
the offering and sale of the Registrable Notes covered by, or the sale by
Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus
and any amendment or supplement thereto.

                  (h)      Prior to any public offering of Registrable Notes or
any delivery of a Prospectus contained in the Exchange Registration Statement by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, use its reasonable best efforts to register or qualify, and
cooperate with the selling Holders of Registrable Notes and each such
Participating Broker-Dealer, the underwriters, if any, and their respective
counsel in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Notes or Exchange Notes,
as the case may be, for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as (1) the Holders of 25% or more of
the aggregate principal amount of Registrable Notes participating in such
offering or exchange, (2) any Participating Broker-Dealer, or (3) the managing
underwriter or underwriters, if any, in an underwritten offering under Section
5(n), reasonably request in writing; provided that where Exchange Notes held by
Participating Broker-Dealers or Registrable Notes are offered pursuant to an
underwritten offering under Section 5(n), counsel to the underwriters shall, at
the cost and expense of the Issuers (provided that such costs and expenses are
reasonable), perform

                                      -12-
<PAGE>

the Blue Sky investigations and file registrations and qualifications required
to be filed pursuant to this Section 5(h); keep each such registration or
qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Exchange Notes by Participating Broker-Dealers or the
Registrable Notes covered by the applicable Registration Statement; provided
that no Issuer shall be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject, (C) subject itself to taxation in excess of a nominal
dollar amount in any such jurisdiction where it is not then so subject, or (D)
amend any of its charter documents to comply with the governance requirements of
any such jurisdiction to the extent more restrictive than the rules and
regulations of the Nasdaq Stock Market, Inc. for listed issuers.

                  (i)      If a Shelf Registration is filed pursuant to Section
3, cooperate with the selling Holders of Registrable Notes, any Participating
Broker-Dealer and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Notes to be sold, which certificates shall not bear any restrictive
legends, unless required by law, and shall be in a form eligible for deposit
with The Depository Trust Company; and enable such Registrable Notes to be in
such denominations and registered in such names as the managing underwriter or
underwriters, if any, or Holders may reasonably request.

                  (j)      Use its reasonable best efforts to cause the
Registrable Notes covered by the Registration Statement to be registered with or
approved by such governmental agencies or authorities as may be necessary to
enable the seller or sellers thereof or the underwriters, if any, to consummate
the disposition of such Registrable Notes, in which case the Issuers will
cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals; provided that no Issuer shall be
required to (A) qualify generally to do business in any jurisdiction where it is
not then so qualified, (B) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject, (C)
subject itself to taxation in excess of a nominal dollar amount in any such
jurisdiction where it is not then so subject, or (D) amend any of its charter
documents to comply with the governance requirements of any such jurisdiction to
the extent more restrictive than the rules and regulations of the Nasdaq Stock
Market, Inc. for listed issuers.

                  (k)      If (1) a Shelf Registration is filed pursuant to
Section 3, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, upon the occurrence of any event contemplated by paragraph
5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to
Section 5(a) hereof) file with the Commission, at the Issuers' sole expense, a
supplement or post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Notes being
sold thereunder or to the purchasers of the Exchange Notes to whom such
Prospectus will be delivered by a Participating Broker-Dealer, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or neces-

                                      -13-
<PAGE>

sary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

                  (l)      Use its reasonable best efforts to cause the
Registrable Notes covered by a Registration Statement to be rated with the
appropriate rating agencies, if so requested by the Holders of a majority in
aggregate principal amount of Registrable Notes covered by such Registration
Statement or the managing underwriter or underwriters, if any.

                  (m)      Prior to the effective date of the first Registration
Statement relating to the Registrable Notes, (i) provide the Trustee with
printed certificates for the Registrable Notes or the Exchange Notes, as the
case may be, in a form eligible for deposit with The Depository Trust Company
and (ii) provide a CUSIP number for the Registrable Notes or the Exchange Notes,
as the case may be.

                  (n)      In connection with an underwritten offering of
Registrable Notes pursuant to a Shelf Registration, enter into an underwriting
agreement (to such extent as may be requested by any Holder or Holders of 25% or
more in aggregate principal amount of Registrable Notes eligible to participate
in such underwriting agreement) as is customary in underwritten offerings of
debt securities similar to the Notes and take all such other actions as are
reasonably requested by the managing underwriter or underwriters in order to
expedite or facilitate the registration or the disposition of such Registrable
Notes and, in such connection, (i) make such representations and warranties to
the underwriters, with respect to the business of the Issuers and their
subsidiaries and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case,
substantially similar to those included in the Purchase Agreement, and confirm
the same in writing if and when requested; (ii) obtain the opinion of counsel to
the Issuers and updates thereof in form and substance reasonably satisfactory to
the managing underwriter or underwriters, addressed to the underwriters covering
the matters customarily covered in opinions requested in underwritten offerings
of debt securities similar to the Notes and such other matters as may be
reasonably requested by managing underwriters; (iii) obtain "cold comfort"
letters and updates thereof in form and substance reasonably satisfactory to the
managing underwriter or underwriters from the independent certified public
accountants of the Issuers (and, if necessary, any other independent certified
public accountants of any subsidiary of any Issuer or of any business acquired
by any Issuer for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings of debt securities similar to the Notes and such other
matters as reasonably requested by the managing underwriter or underwriters; and
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set forth
in Section 7 hereof (or such other provisions and procedures acceptable to
Holders of a majority in aggregate principal amount of Registrable Notes covered
by such Registration Statement and the managing underwriter or underwriters or
agents) with respect to all parties to be indemnified pursuant to said Section.
The above shall be done at each closing under such underwriting agreement, or as
and to the extent required thereunder. Notwithstanding the foregoing, the
Issuers may delay entering into such agreement if the board of directors of the
Company determines in good faith that it is in the best interests of the Issuers
not to disclose the existence of facts sur-

                                      -14-
<PAGE>

rounding any proposed or pending material corporate transaction involving the
Issuers; provided, however, that no such delay shall extend beyond the filing
deadline applicable to the Company's next periodic filing with the Commission
under the Exchange Act.

                  (o)      If (1) a Shelf Registration is filed pursuant to
Section 3, or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, make available for inspection by any selling Holder of such
Registrable Notes being sold, and each Participating Broker-Dealer, any
underwriter participating in any such disposition of Registrable Notes, if any,
and any attorney, accountant or other agent retained by any such selling Holder,
each Participating Broker-Dealer, as the case may be, or underwriter
(collectively, the "Inspectors"), at the offices where normally kept, during
reasonable business hours, all financial and other records, pertinent corporate
documents and properties of each Issuer and its subsidiaries (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and
employees of each Issuer and its subsidiaries to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement. Records which an Issuer determines, in good faith, to be confidential
and any Records which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, (iii) the information in
such Records has been made generally available to the public other than as a
result of a disclosure or failure to safeguard by such Inspector or (iv)
disclosure of such information is, in the opinion of counsel for any Inspector,
necessary or advisable in connection with any action, claim, suit or proceeding,
directly or indirectly, involving or potentially involving such Inspector and
arising out of, based upon, related to, or involving this Agreement, or any
transactions contemplated hereby or arising hereunder. Each selling Holder of
such Registrable Notes and each Participating Broker-Dealer will be required to
agree that information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market
transactions in the securities of any Issuer unless and until such is made
generally available to the public and that such information will be treated as
confidential by it so as not to give rise to disclosure obligations on the part
of the Issuer under Regulation FD. Each Inspector, each selling Holder of such
Registrable Notes and each Participating Broker-Dealer will be required to
further agree that it will, upon learning that disclosure of such Records is
sought in a court of competent jurisdiction pursuant to clauses (ii) or (iv) of
the previous sentence or otherwise, give notice to the Issuers and allow the
Issuers to undertake appropriate action to obtain a protective order or
otherwise prevent disclosure of the Records deemed confidential at its expense.

                  (p)      Provide an indenture trustee for the Registrable
Notes or the Exchange Notes, as the case may be, and cause the Indenture or the
trust indenture provided for in Section 2(a), as the case may be, to be
qualified under the TIA not later than the effective date of the Exchange Offer
or the first Registration Statement relating to the Registrable Notes; and in
connection therewith, cooperate with the trustee under any such indenture and
the Holders of the Registrable Notes, to effect such changes to such indenture
as may be required for such indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use its best efforts to

                                      -15-
<PAGE>

cause such trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the
Commission to enable such indenture to be so qualified in a timely manner.

                  (q)      Comply with all applicable rules and regulations of
the Commission and make generally available to its securityholders earnings
statements satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
no later than 45 days after the end of any 12-month period (or 90 days after the
end of any 12-month period if such period is a fiscal year) (i) commencing at
the end of any fiscal quarter in which Registrable Notes are sold to
underwriters in a firm commitment or best efforts underwritten offering and (ii)
if not sold to underwriters in such an offering, commencing on the first day of
the first fiscal quarter of the Company after the effective date of a
Registration Statement, which statements shall cover said 12-month periods.

                  (r)      Upon consummation of the Exchange Offer or a Private
Exchange, obtain an opinion of counsel to the Issuers, in a form customary for
underwritten transactions, addressed to the Trustee for the benefit of all
Holders of Registrable Notes participating in the Exchange Offer or the Private
Exchange, as the case may be, that the Exchange Notes or the Private Exchange
Notes, as the case may be, the Guarantees and the related indenture constitute
legally valid and binding obligations of the Issuers, enforceable against the
Issuers in accordance with their respective terms.

                  (s)      If the Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Registrable Notes by Holders to the Issuers
(or to such other Person as directed by the Company) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Issuers
shall mark, or caused to be marked, on such Registrable Notes that such
Registrable Notes are being cancelled in exchange for the Exchange Notes or the
Private Exchange Notes, as the case may be; in no event shall such Registrable
Notes be marked as paid or otherwise satisfied.

                  (t)      Cooperate with each seller of Registrable Notes
covered by any Registration Statement and each underwriter, if any,
participating in the disposition of such Registrable Notes and their respective
counsel in connection with any filings required to be made with the NASD.

                  (u)      Use its reasonable best efforts to take all other
steps reasonably necessary to effect the registration of the Registrable Notes
covered by a Registration Statement contemplated hereby.

                  The Issuers may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Issuers such
information regarding such seller and the distribution of such Registrable Notes
as the Issuers may, from time to time, reasonably request. The Issuers may
exclude from such registration the Registrable Notes of any seller who fails to
furnish such information within a reasonable time after receiving such request.
Each seller as to which any Shelf Registration Statement is being effected
agrees to furnish promptly to the Issuers all information required to be
disclosed in order to make the information previously furnished to the Issuers
by such seller not materially misleading.

                                      -16-
<PAGE>

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes
to be sold by such Participating Broker-Dealer, as the case may be, that, upon
receipt of any notice from the Issuers of the happening of any event of the kind
described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi), such Holder will
forthwith discontinue disposition of such Registrable Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
or Participating Broker-Dealer, as the case may be, and, in each case,
dissemination of such Prospectus until such Holder's or Participating
Broker-Dealer's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 5(k), or until it is advised in writing (the "Advice")
by the Company that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto. In the event the
Issuers shall give any such notice, each of the Effectiveness Period and the
Applicable Period shall be extended by the number of days during such periods
from and including the date of the giving of such notice to and including the
date when each seller of Registrable Notes covered by such Registration
Statement or Exchange Notes to be sold by such Participating Broker-Dealer, as
the case may be, shall have received (x) the copies of the supplemented or
amended Prospectus contemplated by Section 5(k) or (y) the Advice.

6.       Registration Expenses

                  (a)      All fees and expenses incident to the performance of
or compliance with this Agreement by the Issuers shall be borne by the Issuers
whether or not the Exchange Offer or a Shelf Registration is filed or becomes
effective, including, without limitation, (i) all registration and filing fees
(including, without limitation, (A) fees with respect to filings required to be
made with the NASD in connection with an underwritten offering and (B) fees and
expenses of compliance with Section 5(h) hereof relating to state securities or
Blue Sky laws, (ii) printing expenses, including, without limitation, expenses
of printing certificates for Registrable Notes or Exchange Notes in a form
eligible for deposit with The Depository Trust Company and of printing
prospectuses if the printing of prospectuses is requested by the managing
underwriter or underwriters, if any, or by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any Registration
Statement or by any Participating Broker-Dealer, as the case may be, (iii)
reasonable messenger, telephone and delivery expenses incurred in connection
with the Exchange Registration Statement and any Shelf Registration, (iv) fees
and disbursements of counsel for the Issuers and reasonable fees and
disbursements of special counsel for the Initial Purchasers and , subject to
Section 6(b), the sellers of Registrable Notes, (v) reasonable fees and
disbursements of all independent certified public accountants referred to in
Section 5(n)(iii) (including, without limitation, the expenses of any required
audit and "cold comfort" letters required under Section 5(n)), (vi) rating
agency fees, (vii) Securities Act liability insurance, if any Issuer desires
such insurance, (viii) fees and expenses of all other Persons retained by the
Issuers, (ix) internal expenses of the Issuers (including, without limitation,
all salaries and expenses of officers and employees of the Issuers performing
legal or accounting duties), (x) the reasonable expenses of any annual or
special audit, (xi) the fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange if the
Issuers elect, in their discretion, to list the Notes, (xii) the fees and
disbursements of underwriters, if any, customarily paid by issuers or sellers of
securities (but not including any underwriting discounts or commissions or
transfer taxes, if any, attributable to the sale of the Registrable Notes which

                                      -17-
<PAGE>

discounts, commissions or taxes shall be paid by Holders of such Registrable
Notes) and (xiii) the expenses relating to printing, word processing and
distributing all Registration Statements, underwriting agreements, securities
sales agreements, indentures and any other documents necessary in order to
comply with this Agreement.

                  (b)      In connection with any Shelf Registration required by
this Agreement, the Issuers will reimburse the Holders of Registrable Notes
being registered pursuant to the Shelf Registration for the reasonable fees and
disbursements of not more than one counsel chosen by the Holders of a majority
in principal amount of the Registrable Notes; provided, however, that in no
event shall the aggregate amount payable by the Issuers pursuant to this Section
6(b) exceed $25,000.

7. Indemnification

                  (a)      Each of the Issuers jointly and severally agrees to
indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer, the officers, directors, employees and agents of
each such Person, and each Person, if any, who controls any such Person within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (each, a "Participant"), from and against any and all losses,
claims, damages and liabilities (including, without limitation, the reasonable
legal fees and other reasonable expenses actually incurred in connection with
any suit, action or proceeding or any claim asserted) caused by, arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or Prospectus (as amended or
supplemented if the Issuers shall have furnished any amendments or supplements
thereto) or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with information relating to any Participant furnished to the Issuers in writing
by or on behalf of such Participant expressly for use therein; provided,
however, that the Issuers shall not be liable if such untrue statement or
omission or alleged untrue statement or omission was contained or made in any
preliminary prospectus and corrected in the Prospectus or any amendment or
supplement thereto and the Prospectus does not contain any other untrue
statement or omission or alleged untrue statement or omission of a material fact
that was the subject matter of the related proceeding and any such loss,
liability, claim, damage or expense suffered or incurred by the Participants
resulted from any action, claim or suit by any Person who purchased Registrable
Notes or Exchange Notes which are the subject thereof from such Participant and
it is established in the related proceeding that such Participant failed to
deliver or provide a copy of the Prospectus (as amended or supplemented) to such
Person with or prior to the confirmation of the sale of such Registrable Notes
or Exchange Notes sold to such Person if required by applicable law, unless such
failure to deliver or provide a copy of the Prospectus (as amended or
supplemented) was a result of noncompliance by the Issuers with Section 5 of
this Agreement.

                  (b)      Each Participant will be required to agree, severally
and not jointly, to indemnify and hold harmless each Issuer, its directors and
officers and each Person who controls

                                      -18-
<PAGE>

each Issuer within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the
Issuers to each Participant, but only with reference to information relating to
such Participant furnished to the Issuers in writing by such Participant
expressly for use in any Registration Statement or Prospectus, any amendment or
supplement thereto, or any preliminary prospectus. The liability of any
Participant under this paragraph shall in no event exceed the proceeds received
by such Participant from sales of Registrable Notes or Exchange Notes giving
rise to such obligations.

                  (c)      If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought pursuant
to either of the two preceding paragraphs, such Person (the "Indemnified
Person") shall promptly notify the Person against whom such indemnity may be
sought (the "Indemnifying Person") in writing, and the Indemnifying Person, upon
request of the Indemnified Person, shall retain counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability which it
may have under Section 7 (a) or 7 (b) above except to the extent that the
Indemnifying Person is unaware of the commencement of such action and such
omission results in the forfeiture by the Indemnifying Person of substantial
rights and defenses. In any such proceeding, any Indemnified Person shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed in writing to the
contrary, (ii) the Indemnifying Person has failed within a reasonable time to
retain counsel reasonably satisfactory to the Indemnified Person or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and the Indemnified
Person shall have reasonably concluded upon the advice of counsel that there may
be one or more legal defenses available to it and/or other Indemnified Persons
that are different from or in addition to those available to any such
Indemnifying Person. It is understood that, unless there is a conflict among
Indemnified Persons, the Indemnifying Person shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed as they are incurred. Any such separate firm for the Participants
and control Persons of Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Notes sold by all
such Participants and any such separate firm for the Issuers, their respective
directors, officers and such control Persons of the Issuers shall be designated
in writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there is a final non-appealable judgment for the
plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person
from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified Person
shall have requested an Indemnifying Person to reimburse the Indemnified Person
for reasonable fees and expenses actually incurred by counsel as contemplated by
the third sentence of this paragraph, the Indemnifying Person agrees that it
shall be liable for any settlement of any proceeding effected without its
consent if (i) such settlement is entered into more than 30

                                      -19-
<PAGE>

days after receipt by such Indemnifying Person of the aforesaid request for
reimbursement of reasonable fees and expenses and (ii) such Indemnifying Person
shall not have reimbursed the Indemnified Person in accordance with such request
for reimbursement of reasonable fees and expenses prior to the date of such
settlement; provided, however, that the Indemnifying Person shall not be liable
for any settlement effected without its consent pursuant to this sentence if the
Indemnifying Person is contesting, in good faith, the request for reimbursement.
No Indemnifying Person shall, without the prior written consent of the
Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement (A) includes an unconditional release of such Indemnified
Person, in form and substance satisfactory to such Indemnified Person, from all
liability on claims that are the subject matter of such proceeding and (B) does
not include any statement as to an admission of fault, culpability or failure to
act by or on behalf of an Indemnified Person.

                  (d)      If the indemnification provided for in the first and
second paragraphs of this Section 7 is unavailable to, or insufficient to hold
harmless, an Indemnified Person in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such
paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions (or alleged statements or omissions) that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative fault of the parties 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 information supplied by the Issuers on the one hand
or by the Participants or such other Indemnified Person, as the case may be, on
the other, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission and any other
equitable considerations appropriate under the circumstances.

                  (e)      The parties agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Participants were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no event shall a
Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Notes or
Exchange Notes, as the case may be, exceeds the amount of any damages that such
Participant has otherwise been required to pay by reason of such 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.

                                      -20-
<PAGE>

                  (f)      The indemnity and contribution agreements contained
in this Section 7 will be in addition to any liability which the Indemnifying
Persons may otherwise have to the Indemnified Persons referred to above;
provided, however, that in no event will any party be entitled to recover more
than their actual damages for any action or series of actions hereunder as a
consequence of such cumulative remedies.

8.       Rules 144 and 144A

                  Each of the Issuers covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the Commission thereunder in a timely manner
and, if at any time it is not required to file such reports, it will, upon the
request of any Holder of Registrable Notes, make publicly available other
information so long as necessary to permit sales pursuant to Rule 144 and Rule
144A under the Securities Act. Each of the Issuers further covenants, for so
long as any Registrable Notes remain outstanding, to make available to any
Holder or beneficial owner of Registrable Notes in connection with any sale
thereof and any prospective purchaser of such Registrable Notes from such Holder
or beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Registrable Notes pursuant to
Rule 144A.

9.       Underwritten Registrations

                  If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes included in such offering and reasonably acceptable to the
Issuers.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

10.      Miscellaneous

                  (a)      Remedies. In the event of a breach by any Issuer of
any of its obligations under this Agreement, each Holder of Registrable Notes
and each Participating Broker-Dealer holding Exchange Notes, in addition to
being entitled to exercise all rights provided herein, in the Indenture or, in
the case of an Initial Purchaser, in the Purchase Agreement, or granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. Each Issuer agrees 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 agrees 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.

                                      -21-
<PAGE>

                  (b)      No Inconsistent Agreements. None of the Issuers has
entered, as of the date hereof, and none of the Issuers shall enter, after the
date of this Agreement, into any agreement with respect to any of its securities
that is inconsistent with the rights granted to the Holders of Registrable Notes
in this Agreement or otherwise conflicts with the provisions hereof. None of the
Issuers has entered and none of the Issuers shall enter into any agreement with
respect to any of its securities which will grant to any Person piggy-back
rights with respect to a Registration Statement hereunder.

                  (c)      Adjustments Affecting Registrable Notes. None of the
Issuers shall, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a registration
undertaken pursuant to this Agreement.

                  (d)      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 may not be given, otherwise than with
the prior written consent of (A) the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Notes and (B) in
circumstances that would adversely affect Participating Broker-Dealers, the
Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers;
provided, however, that Section 7 and this Section 10(d) may not be amended,
modified or supplemented without the prior written consent of each Holder and
each Participating Broker-Dealer (including any person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case
may be, disposed of pursuant to any Registration Statement). 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 of Registrable
Notes whose securities are being tendered pursuant to the Exchange Offer or sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Notes may be given by Holders of at least a majority in aggregate principal
amount of the Registrable Notes being tendered or being sold by such Holders
pursuant to such Registration Statement.

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

                  1.       if to a Holder of Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, with a copy in like
         manner to the Initial Purchasers as follows:

                                      -22-
<PAGE>

                           CIBC WORLD MARKETS CORP.,
                           J.P. MORGAN SECURITIES INC.,
                           LEHMAN BROTHERS INC. and
                           CITIGROUP GLOBAL MARKETS INC.
                           c/o CIBC World Markets Corp.
                           424 Lexington Avenue
                           3rd Floor
                           New York, New York  10017
                           Facsimile No.:  212-885-4998
                           Attention:  Leveraged Finance Group

                  with a copy to:

                           Cahill Gordon & Reindel LLP
                           80 Pine Street
                           New York, New York  10005
                           Facsimile No.:  (212) 269-5420
                           Attention:  Geoffrey E. Liebmann, Esq.

                  2.       if to the Initial Purchasers, at the address
                  specified in Section 10(e)(1);

                  3.       if to the Issuers, as follows:

                           Mariner Health Care, Inc.
                           Corporate Headquarters
                           One Ravinia Drive
                           Suite 1500
                           Atlanta, GA 30346

                           Facsimile No.:  678-443-6782
                           Attention: Stefano M. Miele, Esq.

                  with copies to:

                           Powell, Goldstein, Frazer and Murphy LLP
                           191 Peachtree Street
                           16th Floor
                           Atlanta, GA 30303

                           Facsimile No.:  404-572-6999
                           Attention:  Richard H. Miller, Esq.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; one Business
Day after being timely delivered to a next-day air courier guaranteeing
overnight delivery; and when receipt is acknowledged by the addressee, if
telecopied.

                                      -23-
<PAGE>

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee
under the Indenture at the address specified in such Indenture.

                  (f)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto and the Holders; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such successor or assign holds Registrable Notes.

                  (g)      Counterparts. This Agreement may be executed in any
number of counterparts 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.

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

                  (i)      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (j)      Severability. 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 best 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.

                  (k)      Notes Held by any Issuer or Its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by any Issuer or its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

                  (l)      Third Party Beneficiaries. Holders of Registrable
Notes and Participating Broker-Dealers are intended third party beneficiaries of
this Agreement and this Agreement may be enforced by such Persons.

                                      -24-
<PAGE>

                  (m)      Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda among the Initial
Purchasers on the one hand and the Issuers on the other, or between or among any
agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof and
thereof are merged herein and replaced hereby.

(n) Joint and Several Obligations. All of the obligations of the Issuers
hereunder shall be joint and several obligations of each of them.

                                      -25-
<PAGE>

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

                                  MARINER HEALTH CARE, INC.


                                  By: _________________________________
                                      Name:  Boyd P. Gentry
                                      Title: Senior Vice President and Treasurer


                                  On behalf of each Guarantor
                                  named on the attached
                                  Exhibit A-1.

                                  By: ____________________________________
                                      Name:  Boyd P. Gentry
                                      Title: President or Senior Vice President
                                             or Vice President or Vice President
                                             of General Partner or Vice
                                             President of Sole Member

                                      -26-
<PAGE>

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

                                         CIBC WORLD MARKETS CORP.
                                         J. P. MORGAN SECURITIES INC.
                                         LEHMAN BROTHERS INC.
                                         CITIGROUP GLOBAL MARKETS INC.
                                         by
                                         CIBC WORLD MARKETS CORP.

                                         By: ___________________________________
                                             Name:  Brian S. Perman
                                             Title:    Managing Director

                                      -27-
<PAGE>

                                                                     EXHIBIT A-1

Guarantors:

American Medical Insurance Billing Services, Inc.
Amerra Properties, Inc.
APS Pharmacy Management, Inc.
Beechwood Heritage Retirement Community, Inc.
Brian Center Nursing Care/Austell, Inc.
Bride Brook Nursing & Rehabilitation Center, Inc.
Compass Pharmacy Services of Texas, Inc.
Cornerstone Health Management Company
Devcon Holding Company
EH Acquisition Corp. III
GCI Health Care Centers, Inc.
GCI Rehab, Inc.
GCI-Wisconsin Properties, Inc.
GranCare Home Health Services, Inc.
GranCare of Michigan, Inc.
GranCare South Carolina, Inc.
GranCare, LLC (f/k/a GranCare, Inc.)
Heritage of Louisiana, Inc.
IHS Rehab Partnership, Ltd.
LCR, Inc.
Living Centers-East, Inc.
Living Centers LTCP Development Company
Living Centers of Texas, Inc.
Living Centers-Rocky Mountain, Inc.
Living Centers-Southeast, Inc.
Long Ridge Nursing and Rehabilitation Center, Inc.
Longwood Rehabilitation Center, Inc.
Mariner Health at Bonifay, Inc.
Mariner Health Care Management Company (f/k/a LC Management Company) Mariner
Health Massachusetts Shelf Corporation (f/k/a Mariner Health Care, Inc.) Mariner
Health Care of Atlantic Shores, Inc.
Mariner Health Care of Deland, Inc.
Mariner Health Care of Greater Laurel, Inc.
Mariner Health Care of Inverness, Inc.
Mariner Health Care of Lake Worth, Inc.
Mariner Health Care of MacClenny, Inc.
Mariner Health Care of Metrowest, Inc.
Mariner Health Care of Nashville, Inc.
Mariner Health Care of North Hills, Inc.
Mariner Health Care of Orange City, Inc.
Mariner Health Care of Palm City, Inc.
Mariner Health Care of Pinellas Point, Inc.

<PAGE>

Mariner Health Care of Port Orange, Inc.
Mariner Health Care of Southern Connecticut, Inc.
Mariner Health Care of Toledo, Inc.
Mariner Health Care of Tuskawilla, Inc.
Mariner Health Care of West Hills, Inc.
Mariner Health Central, Inc.
Mariner Health of Florida, Inc.
Mariner Health of Jacksonville, Inc.
Mariner Health of Maryland, Inc.
Mariner Health of Orlando, Inc.
Mariner Health of Palmetto, Inc.
Mariner Health of Tampa, Inc.
Mariner Health Properties IV, Ltd.
Mariner Medical Supply, Inc. (f/k/a American Pharmaceutical Services, Inc.)
MarinerSelect Staffing Solutions, Inc.
MedRehab of Louisiana, Inc.
MedRehab of Missouri, Inc.
Merrimack Valley Nursing & Rehabilitation Center, Inc.
Methuen Nursing & Rehabilitation Center, Inc.
MHC Consolidating Corporation (f/k/a Mariner Healthcare
Management Company) MHC Florida Holding Company MHC Gulf Coast Holding Company
MHC Holding Company MHC MidAmerica Holding Company MHC MidAtlantic Holding
Company MHC Northeast Holding Company MHC Recruiting Company MHC Rehab Corp.
MHC Rocky Mountain Holding Company
MHC Texas Holding Company, LLC (f/k/a LCA Operational
Holding Company)
MHC West Holding Company
MHC/CSI Florida, Inc.
MHC/LCA Florida, Inc.
Mystic Nursing & Rehabilitation Center, Inc.
Nan-Dan Corp.
National Health Strategies, Inc.
National Heritage Realty, Inc.
MHC Illinois, Inc. (f/k/a Omega/Indiana Care Corp.)
PHCMI Holding Company, LLC
Pendleton Nursing & Rehabilitation Center, Inc.
Pinnacle Care Corporation of Huntington
Pinnacle Care Corporation of Nashville
Pinnacle Care Corporation of Wilmington
Prism Care Centers, Inc.

                                      -2-
<PAGE>

Prism Health Group, Inc.
Prism Home Care, Inc.
Prism Home Care Company, Inc.
Prism Home Health Services, Inc.
Prism Hospital Ventures, Inc.
Prism Rehab Systems, Inc.
Professional Rx Systems, Inc.
Rehability Health Services, Inc.
Renaissance Mental Health Center, Inc.
Sassaquin Nursing & Rehabilitation Center, Inc.
Seventeenth Street Associates Limited Partnership
Summit Medical Holdings, Ltd.
Summit Hospital of Southeast Arizona, Inc.
Summit Hospital of Southwest Louisiana, Inc.
Summit Institute for Pulmonary Medicine and Rehabilitation, Inc.
Summit Institute of Austin, Inc.
Summit Medical Management, Inc.
Tampa Medical Associates, Inc.
Tri-State Health Care, Inc.

                                      -3-