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                                                                     EXHIBIT 4.5

                                     FORM OF
                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                 RES-CARE, INC.

         Res-Care, Inc., a Kentucky corporation (the "Corporation"), certifies
that pursuant to the authority contained in its Articles of Incorporation (the
"Articles of Incorporation"), and in accordance with the provisions of Section
6-020 of the Kentucky Business Corporation Act (the "KBCA"), its Board of
Directors (the "Board of Directors") has adopted the following resolution
creating a series of its Preferred Stock designated as Series A Convertible
Preferred Stock.

         RESOLVED, that a series of authorized Preferred Stock of the
Corporation be hereby created, and that the designation and amount thereof and
the voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions set forth below.

         FURTHER RESOLVED, that the Corporation's Articles of Incorporation are
hereby amended by adding a new Article VI.C to read in its entirety as follows:

                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK

         SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as the "Series A Convertible Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting such series shall be
48,095 shares of Series A Preferred Stock.

         SECTION 2. RANK. The Series A Preferred Stock shall, except as
otherwise provided below, with respect to payment of dividends, distributions,
redemption payments and rights upon any Liquidation of the Corporation, rank (i)
senior to all Junior Securities, (ii) on a parity with all Parity Securities,
and (iii) junior to all Senior Securities.

         SECTION 3. DIVIDENDS AND DISTRIBUTIONS. Holders of shares of Series A
Preferred Stock shall be entitled to receive dividends and distributions paid by
the Corporation to holders of Common Stock on an as-converted basis, with the
deemed date of conversion being the date such dividend or distribution is
declared.

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         SECTION 4. LIQUIDATION.

                  (a)      In the event the Corporation shall liquidate,
dissolve, wind up or make any assignment for the benefit of creditors (any such
event, a "Liquidation"), each holder of shares of Series A Preferred Stock shall
be entitled to receive the Liquidation Preference.

                  (b)      In the event of any Liquidation, holders of shares of
Series A Preferred Stock (i) shall not be entitled to receive the Liquidation
Preference of the shares held by them until payment in full or provision has
been made for the payment of all claims of creditors of the Corporation and the
liquidation preference of any Senior Securities, plus accrued and unpaid
dividends thereon, if any, whether or not declared, to the payment date shall
have been paid in full; (ii) shall be entitled to receive the Liquidation
Preference of the shares held by them, in preference to and in priority over any
distributions upon any Junior Securities; and (iii) with respect to
distributions paid after the holders of any Junior Securities other than Common
Stock have received any preferential distributions to which they are entitled
and after holders of Common Stock have received distributions per share equal to
the Liquidation Preference, to share ratably with holders of the Common Stock in
any subsequent distribution of the assets of the Corporation. Subject to clause
(i) above, if the assets of the Corporation are not sufficient to pay in full
the Liquidation Preference payable to the holders of shares of Series A
Preferred Stock and the liquidation preference payable to the holders of any
Parity Securities, the holders of all such shares shall share ratably in
proportion to the full respective preferential amounts payable on such shares in
any distribution.

                  (c)      For the purposes of this Section 4, neither the sale
of all or substantially all of the assets of the Corporation nor the
consolidation or merger of the Corporation with or into any other entity shall
be deemed to be a Liquidation of the Corporation, unless such sale,
consolidation or merger shall be in connection with a plan of Liquidation (in
which event the holders of shares of Series A Preferred Stock shall be entitled
to receive the Liquidation Preference).

                  (d)      If there are fewer than 14,428 shares of Series A
Preferred Stock held by the Initial Holders, the holders of shares of Series A
Preferred Stock shall no longer be entitled to receive the Liquidation
Preference in preference to and in priority over any distributions upon any
Junior Securities and shall share ratably with holders of the Common Stock in
any distribution of the assets of the Corporation.

         SECTION 5. VOTING RIGHTS.

                  (a)      General. Each share of Series A Preferred Stock shall
entitle the holder thereof to notice of, to attend and to vote, in person or by
proxy, on all matters submitted for a vote of the Corporation's shareholders at
any special or annual meeting of stockholders, with the Common Stock and any
other series or class of Voting Securities voting together as a single class
with all other shares entitled to vote thereon except in cases where a vote of
the holders of shares of Series A Preferred Stock, voting separately as a class,
is required by law or by the Articles of

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Incorporation, as amended. With respect to any such vote, each share of Series A
Preferred Stock shall entitle the holder thereof to cast that number of votes
per share as is equal to the number of shares that the Series A Preferred Stock
are convertible into on the date of such special or annual meeting of
stockholders.

                  (b)      Voting With Respect to Certain Matters. For so long
as any shares of Series A Preferred Stock are outstanding, in addition to any
vote or consent of stockholders required by applicable law or by the Articles of
Incorporation, the Corporation shall not effect or validate, without the
affirmative vote, given in person or by proxy at any meeting called for such
purpose, or written consent, of the holders of a majority of the shares of
Series A Preferred Stock at any time issued and outstanding, acting as a single
class any reclassification of the Series A Preferred Stock or any amendment,
alteration or repeal, or any replacement (including as a result of a merger or
consolidation involving the Corporation in which different articles of
incorporation govern the Corporation or the surviving corporation in the merger
or otherwise by operation of law), of any provision of the Corporation's
Articles of Incorporation or Bylaws which adversely affects the dividend or
liquidation preferences, voting powers or other rights of the holders of the
Series A Preferred Stock. In connection with any right to vote as a single class
pursuant to this Section 5(b), each holder of shares of Series A Preferred Stock
shall have one vote for each share held.

                  (c)      Special Voting Rights for Directors and Related
Matters. In addition to any other rights to elect directors which the holders of
shares of Series A Preferred Stock may have, from and after the Issuance Date
(i) if there are at least 31,262 shares of Series A Preferred Stock held by the
Initial Holders (shares converted into Common Stock shall not be considered to
be shares of Series A Preferred Stock held by the Initial Holders for purposes
of this Section 5(c)), then the holders of such shares of Series A Preferred
Stock shall be entitled to nominate and elect, at such meeting of stockholders
or by written consent in lieu thereof, two members of the Corporation's Board of
Directors, (ii) if there are less than 31,262 shares, but at least 14,428 shares
of Series A Preferred Stock held by the Initial Holders, then the holders of
such shares of Series A Preferred Stock shall be entitled to nominate and elect,
at such meeting of stockholders or by written consent in lieu thereof, one
member of the Corporation's Board of Directors, and (iii) if there are less than
14,428 shares of Series A Preferred Stock held by the Initial Holders, then the
holders of such shares of Series A Preferred Stock shall have no special rights
to elect directors and such shares shall merely have the voting rights,
including the right to vote on the election of directors, provided in Section
5(a). A reduction in the number of shares of Series A Preferred Stock
outstanding shall not shorten the term of a Designated Director.

                  (d)      Election Procedures for Designated Directors. The
right of the holders of shares of Series A Preferred Stock to elect directors as
described in Section 5(c) may be exercised at any annual meeting of stockholders
held for the purpose of electing directors, or by the written consent of the
holders of shares of Series A Preferred Stock acting without a meeting pursuant
to Section 7-040 of the KBCA. At any meeting held for the purpose of electing
directors at which the holders of shares of Series A Preferred Stock shall have
the right to elect directors as described in Section 5(c), the presence in
person or by proxy of the holders of a majority of the then outstanding shares
of Series A Preferred Stock shall be required and be

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sufficient to constitute a quorum of such class for the election of directors by
such class. At any such meeting or adjournment thereof, (x) the absence of a
quorum of the holders of shares of Series A Preferred Stock shall not prevent
the election of directors, if any, other than the directors to be elected by the
holders of shares of Series A Preferred Stock, and the absence of a quorum or
quorums of the holders of capital stock entitled to elect such other directors
shall not prevent the election of the directors to be elected by the holders of
shares of Series A Preferred Stock, and (y) in the absence of a quorum of the
holders of shares of Series A Preferred Stock, a majority of the holders of
shares of Series A Preferred Stock present in person or by proxy shall have the
power to adjourn the meeting for the election of directors which such holders
are entitled to elect, from time to time, without notice (except as required by
law) other than announcement at the meeting, until a quorum shall be present.

                  (e)      Designated Directors.

                           (1)      Except as otherwise provided for herein, any
director nominated and elected by the holders of Series A Preferred Stock
pursuant to Section 5(d) (the "Designated Directors") shall serve a term equal
in length to the term of directors elected by holders of Common Stock. Each
Designated Director shall be entitled to all rights of voting and participation
as are directors of the Corporation generally. The holders of shares of Series A
Preferred Stock shall be entitled exclusively, by affirmative vote of holders of
a majority of the total number of shares of Series A Preferred Stock then
outstanding or by written consent in lieu thereof, at any time to remove any
Designated Director. Any other provision of the Articles of Incorporation, as
amended or Bylaws of the Corporation notwithstanding, no Designated Director may
be removed except in the manner provided for in this Section 5(e). Vacancies
among the Designated Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause may be filled at any time,
but only by the affirmative vote of holders of a majority of the total number of
shares of Series A Preferred Stock cast, voting at a meeting together as a
single class, or by a majority of the total number of shares of Series A
Preferred Stock then outstanding acting by written consent in lieu thereof. Any
director so chosen shall hold office for a term expiring on the date the term of
office of the director such newly elected director shall have replaced would
have expired.

                           (2)      During such period as the holders of shares
of Class A Preferred Stock are entitled to elect Designated Directors pursuant
to Section 5(c), the following actions by the Corporation's Board of Directors
shall not be undertaken without the unanimous approval of the Designated
Directors:

                                    (i)      the adoption or entering into of
any "poison pill" rights plan or any similar plan or agreement, or the payment
of any dividend of any rights to purchase stock of the Corporation in connection
with such a plan or agreement;

                                    (ii)     any issuance or incurrence of (or
agreement to issue or incur, including by way of an acquisition of any entity,
or any merger, business combination or similar transaction or as a result of any
amendment to any indenture, credit agreement or other

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similar instrument) Debt, other than any borrowing that does not cause the
Corporation to have aggregate Debt at any time outstanding in an amount in
excess of the Permitted Debt;

                                    (iii)    the hiring and termination of the
Corporation's Chief Executive Officer;

                                    (iv)     the approval of any new stock
option, restricted stock, stock purchase or stock bonus plan, agreement or
arrangement providing for the issuance of shares of Common Stock or any increase
in the number of shares of Common Stock issuable under any such plans existing
as of December 31, 2003;

                                    (v)      any action by the Board of
Directors to change the number of positions on the Corporation's Board of
Directors; or

                                    (vi)     the declaration and payment of
dividends on the Corporation's capital stock in an amount greater than $10
million per year.

                  (f)      Certain Restrictions. For so long as the Initial
Holders Beneficially Own at least 26,452 shares (shares converted into Common
Stock shall not be considered to be shares of Series A Preferred Stock held by
the Initial Holders for purposes of this Section 5(f)) of Class A Preferred
Stock, the Corporation shall not, without the consent of the holders of a
majority of the outstanding shares of Class A Preferred Stock voting as a
separate class, effect, validate or enter into any agreement with respect to,
any of the following:

                           (1)      any authorization, issuance or
reclassification, of any of the Corporation's equity securities or any
Convertible Securities, or any derivative or similar securities with respect to
any of the foregoing, other than the issuance of (w) Permitted Options, or (x)
shares of Junior Securities;

                           (2)      the authorization or creation of, or the
increase in the authorized amount of, or the issuance of any shares of any class
or series of (or the reclassification of any securities into), Senior or Parity
Securities;

                           (3)      the liquidation, dissolution, filing of any
voluntary bankruptcy petition, assignment for the benefit of creditors, winding
up or reorganization of the Corporation, other than any liquidation,
dissolution, winding up or reorganization which is part of transaction with
respect to which the holders of shares of Class A Preferred Stock failed to
exercise their right of first refusal pursuant to Section 5(g);

                           (4)      any amendment to the Corporation's Articles
of Incorporation, if such amendment would require the vote of the holders of the
Class A Preferred Stock as a class under Section 10-040 of the KBCA; or

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                           (5)      for a period of 18 months after the Issuance
Date, the sale, directly or indirectly, of substantially all of the
Corporation's assets or equity (by merger, consolidation or otherwise).

                  (g)      Right of First Refusal. For so long as the Initial
Holders Beneficially Own at least 26,452 shares (shares converted into Common
Stock shall not be considered to be shares of Series A Preferred Stock held by
the Initial Holders for purposes of this Section 5(g)) of Class A Preferred
Stock, the Corporation shall not sell, directly or indirectly, substantially all
of the Corporation's assets or equity (by merger, consolidation or otherwise)
without first giving the holders of shares of Class A Preferred Stock the right
to acquire such assets or equity on the same terms and conditions. The
Corporation's Board of Directors shall establish reasonable terms and procedures
relating to the implementation of the right of first refusal set forth in this
Section 5(g), which shall include at least 10 business days within which to
consider whether to exercise the right of first refusal set forth in this
Section 5(g).

                  (h)      Optional Redemption. If the holders of shares of
Class A Preferred Stock fail to approve a transaction for which a vote of the
holders of shares of Class A Preferred Stock is required under Section 5(f)(5),
then the Corporation shall have the option to redeem all, but not less than all,
of the outstanding shares of Class A Preferred Stock. The Corporation shall
exercise its rights by giving the holders of shares of Class A Preferred Stock
written notice of the exercise of its rights under this Section 5(h) within 10
business days after the date of the shareholder vote pursuant to Section
5(f)(5). The closing by the Corporation of the redemption of the shares of Class
A Preferred Stock shall be conditioned upon and shall occur simultaneously with
the closing of the transaction falling within the scope of Section 5(f)(5). The
redemption price payable pursuant to this Section 5(h) shall be an amount equal
to the Liquidation Preference plus dividends at the rate per share (as a
percentage of the Liquidation Preference per share) equal to 10% per annum
compounded annually, commencing on the Issuance Date and payable through the
date of redemption, payable in cash at the closing. Holders of shares of Class A
Preferred Stock shall have the option to convert their shares to Common Stock at
any time prior to the date of redemption.

                  (i)      Put Rights. Commencing on the date 18 months after
the Issuance Date, if the Corporation closes a sale, directly or indirectly, or
substantially all of the Corporation's assets or equity (by merger,
consolidation or otherwise), holders of shares of Preferred Stock may require
the Corporation to redeem their shares of Class A Preferred Stock,
simultaneously with the closing of the transaction falling within this scope of
Section 5(i). Holder of shares of Class A Preferred Stock desiring to exercise
their put rights under this Section 5(i) shall be required to give the
Corporation written notice of the exercise of their rights under this Section
5(i) on or prior to the date of the shareholders' meeting approving the
transaction or such put rights shall terminate. The redemption price payable
pursuant to this Section 5(i) shall be an amount equal to the Liquidation
Preference for the redeemed shares, payable in cash at the closing.

                  (j)      Transfer Restrictions. No Initial Holder may sell or
transfer shares of Series A Preferred Stock to any Person other than another
Initial Holder or its Affiliates. This

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Section 5(j) shall not restrict the right of an Initial Holder to sell or
transfer shares of Common Stock issued upon the conversion of Series A Preferred
Stock pursuant to Section 6.

         SECTION 6. CONVERSION.

                  (a)      Conversion at Holder's Option. Any holder of shares
of Series A Preferred Stock may, at any time and from time to time after the
Issuance Date, convert any or all shares of Series A Preferred Stock held by
such holder, into a number of shares of Common Stock calculated by dividing, for
each share of Series A Preferred Stock to be converted, (1) the Stated Value, at
the date upon which the conversion takes place by (2) $10.50, subject to
adjustment as described in Section 6(g) (the "Conversion Price"). If more than
one share of Series A Preferred Stock shall be surrendered for conversion at one
time by the same record holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the aggregate
number of shares of Series A Preferred Stock so surrendered.

                  (b)      Conversion Procedures.

                           (i)      The holder of any shares of Series A
Preferred Stock may exercise its right to convert such shares by surrendering
for such purpose to the Corporation, at its principal office or at such other
office or agency maintained by the Corporation for that purpose a certificate or
certificates, duly endorsed, representing the shares of Series A Preferred Stock
to be converted, accompanied by a written notice stating (i) the number of
shares of Series A Preferred Stock to be converted, (ii) the name or names in
which such holder wishes the certificate or certificates representing shares of
Common Stock to be issued and (iii) the date (the "Conversion Date") upon which
such holder wants such conversion to take place, which shall be no earlier than
three Business Days from the date of surrender of such certificates.

                           (ii)     The Corporation shall, prior to the
Conversion Date, issue and deliver to or upon the order of such holder, a
certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled (in the number(s) and denomination(s) designated
by such holder). In the event that less than all of the shares of Series A
Preferred Stock represented by any certificate are converted, a new certificate
representing the unredeemed shares shall be promptly issued to the holder
thereof without cost to such holder.

                           (iii)    Such conversion right with respect to any
shares of Series A Preferred Stock shall be deemed to have been exercised on the
Conversion Date and the person or persons entitled to receive the Common Stock
issuable upon conversion shall be treated for all purposes as the record holder
or holders of Common Stock upon such date; provided, however, that nothing in
this sentence shall relieve the Corporation of its obligation to deliver to the
person or persons entitled to receive the Common Stock issuable upon conversion
certificates therefor and to make the payment required by Section 6(c), if
applicable.

                  (c)      No fractional shares of Common Stock shall be issued
upon conversion of shares of Series A Preferred Stock. Any fractional share of
Common Stock that would otherwise

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be issuable upon conversion of any shares of Series A Preferred Stock, shall
instead be rounded to the closest whole number of shares.

                  (d)      If a holder converts shares of Series A Preferred
Stock, the Corporation shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of Common Stock upon the conversion or due upon
the issuance of a new certificate or certificates for any shares of Series A
Preferred Stock not converted. The holder, however, shall pay any such tax that
is due because any such shares of Common Stock or Series A Preferred Stock are
issued in a name other than the name of the holder.

                  (e)      The Corporation shall at all times keep reserved out
of its authorized but unissued Common Stock, free from Liens and not subject to
any preemptive or other similar rights, a sufficient number of shares of Common
Stock to permit the conversion of all of the then outstanding shares of Series A
Preferred Stock. For the purposes of this Section 6(e), the full number of
shares of Common Stock then issuable upon the conversion of all then outstanding
shares of Series A Preferred Stock shall be computed as if at the time of
computation all outstanding shares of Series A Preferred Stock were held by a
single holder. The Corporation shall from time to time, in accordance with the
laws of the Commonwealth of Kentucky and its Articles of Incorporation, increase
the authorized amount of its Common Stock if at any time the authorized amount
of its Common Stock remaining unissued shall not be sufficient to permit the
conversion of all shares of Series A Preferred Stock at the time outstanding.
All shares of Common Stock issued upon conversion of shares of Series A
Preferred Stock shall be issued without charge and shall be validly issued,
fully paid, nonassessable and free and clear of (i) any mortgage, deed of trust,
pledge, hypothecation, assignment, encumbrance, lien (statutory or other),
restriction (other than restrictions on transfer imposed by federal or state
securities laws) or other security interest of any kind or nature whatsoever
(collectively, "Liens"), other than any such Liens imposed by the holder to whom
such shares are issued or such Person's creditors and (ii) any preemptive or
other similar rights. If a conversion of shares of Series A Preferred Stock is
to be made in connection with a Change of Control, Business Combination or a
similar transaction affecting the Corporation (other than a tender or exchange
offer), the conversion of any shares of Series A Preferred Stock may, at the
election of the holder thereof, be conditioned upon the consummation of such
transaction, in which case such conversion shall not be deemed to be effective
until such transaction has been consummated. In connection with any tender or
exchange offer for shares of Common Stock, holders of shares of Series A
Preferred Stock shall have the right to tender (or submit for exchange) shares
of Series A Preferred Stock in such a manner so as to preserve the status of
such shares as Series A Preferred Stock until immediately prior to such time as
shares of Common Stock are to be purchased (or exchanged) pursuant to such
offer, at which time that portion of the shares of Series A Preferred Stock so
tendered which is convertible into the number of shares of Common Stock to be
purchased (or exchanged) pursuant to such offer shall be deemed converted into
the appropriate number of shares of Common Stock. Any shares of Series A
Preferred Stock not so converted shall be returned to the holder as Series A
Preferred Stock. The Corporation shall not close its books against the transfer
of shares of Series A Preferred Stock or of shares of Common Stock issued or
issuable upon conversion of Series A Preferred Stock in any manner which
interferes with the timely conversion of shares of Series A Preferred Stock.

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                  (f)      Adjustment of Conversion Price. The Conversion Price
shall be subject to adjustment as follows:

                           (i)      In case the Corporation shall (A) subdivide
the outstanding shares of any class of Common Stock into a greater number of
shares, including by way of a stock dividend, or (B) combine the outstanding
shares of any class of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior thereto shall be adjusted by
multiplying the Conversion Price at which the shares of Series A Preferred Stock
were theretofore convertible by a fraction of which the denominator shall be the
number of shares of Common Stock outstanding immediately following such action
and of which the numerator shall be the number of shares of Common Stock
outstanding immediately prior thereto. Such adjustment shall be made whenever
any event listed above shall occur and shall become effective retroactively
immediately after the close of business on the record date in the case of a
dividend and immediately after the close of business on the effective date in
the case of a subdivision or combination.

                           (ii)     In case the Corporation at any time or from
time to time after the Issuance Date shall issue or sell to any Person any
Convertible Securities without consideration or for a consideration per share
(or having a conversion, exchange or exercise price per share) less than the
Current Market Price on the date of issuance, then the Conversion Price in
effect immediately prior thereto shall be adjusted as provided below so that the
Conversion Price therefor shall be equal to the price determined by multiplying
(A) the Conversion Price at which shares of Series A Preferred Stock were
theretofore convertible by (B) a fraction of which (x) the denominator shall be
the sum of (1) the number of shares of Common Stock outstanding on the date of
issuance of the Convertible Securities and (2) the number of additional shares
of Common Stock that may be acquired upon conversion, exchange or exercise of
such Convertible Securities, and (y) the numerator shall be the sum of (1) the
number of shares of Common Stock outstanding on the date of issuance of such
Convertible Securities and (2) the number of additional shares of Common Stock
which the aggregate offering price of the shares of Common Stock so offered
would purchase at the Conversion Price on the date of issuance. Such adjustment
shall be made whenever such Convertible Securities are issued or sold, and shall
become effective immediately after the close of business on the date of issuance
or sale of such Convertible Securities.

                           (iii)    In case the Corporation shall at any time or
from time to time after the Issuance Date purchase, redeem or otherwise acquire
any shares of Common Stock at a price per share greater than 105% of the Current
Market Price on the date of such event, or in case the Corporation shall
purchase, redeem or otherwise acquire Convertible Securities for a consideration
per share of Common Stock into which such Convertible Security is exercisable
for or convertible or exchangeable into greater than the Current Market Price on
the date of such event, then the Conversion Price in effect immediately prior
thereto shall be adjusted as provided below so that the Conversion Price
therefor shall be equal to the price determined by multiplying (A) the
Conversion Price at which shares of Series A Preferred Stock were theretofore
convertible by (B) a fraction of which (x) the denominator shall be the Current
Market Price

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immediately prior to such event, and (y) the numerator shall be the result of
dividing: (1) (x) the product of (aa) the number of shares of Common Stock
outstanding and (bb) the Current Market Price immediately prior to such event,
minus (y) the aggregate consideration paid by the Corporation in such event
(plus, in the case of Convertible Securities, the aggregate additional
consideration to be paid to the Corporation upon exercise, conversion or
exchange), by (2) the number of shares of Common Stock outstanding immediately
after such event. Such adjustment shall be made whenever such Common Stock is,
or Convertible Securities are, purchased, redeemed or otherwise acquired, and
shall become effective immediately after such purchase, redemption or other
acquisition of such securities.

                           (iv)     In case the Corporation shall at any time or
from time to time after the Issuance Date issue or sell any shares of Common
Stock at a price per share that is less than the Conversion Price on the date
the Corporation commits or agrees to such sale or issuance, then the Conversion
Price in effect immediately prior thereto shall be adjusted as provided below so
that the Conversion Price therefor shall be equal to the price determined by
multiplying (A) the Conversion Price at which shares of Series A Preferred Stock
were theretofore convertible by (B) a fraction of which (x) the denominator
shall be the sum of (1) the number of shares of Common Stock outstanding on the
date of issuance or sale of such shares of Common Stock and (2) the number of
additional shares of Common Stock offered for sale or subject to issuance, and
(y) the numerator shall be the sum of (1) the number of shares of Common Stock
outstanding on the date of issuance or sale of such shares of Common Stock and
(2) the number of additional shares of Common Stock which the aggregate offering
price of the number of shares of Common Stock so offered or issued would
purchase at the Conversion Price in effect immediately prior to such issuance or
sale. Such adjustment shall be made whenever such Common Stock is issued or
sold, and shall become effective immediately after the issuance or sale of such
securities; provided, however, that the provisions of this subparagraph shall
not apply to shares of Common Stock issued pursuant to a dividend on, or a
subdivision or a combination of, the outstanding shares of Common Stock
requiring an adjustment in the Conversion Price pursuant to Section 6(f)(i).

                           (v)      No adjustment in the Conversion Price shall
be required unless the adjustment would require an increase or decrease of at
least 1% in the Conversion Price then in effect; provided, however, that any
adjustments that by reason of this Section 6(f)(v) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 6(f) shall be made to the nearest cent.
Anything in Section 6(f) to the contrary notwithstanding, in no event shall the
then current Conversion Price be increased as a result of any calculation made
at any time pursuant to Sections 6(f)(ii) through 6(f)(iv).

                           (vi)     Whenever the Conversion Price is adjusted,
as herein provided, the Corporation shall promptly file with the transfer agent
for the Series A Preferred Stock, if any, a certificate of an officer of the
Corporation setting forth the Conversion Price after the adjustment and setting
forth a brief statement of the facts requiring such adjustment and a computation
thereof (each, a "Conversion Certificate") and promptly thereafter the
Corporation shall cause a notice of the adjusted Conversion Price along with a
Conversion Certificate to be mailed to each

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registered holder of shares of Series A Preferred Stock; provided that if there
is no transfer agent for the Series A Preferred Stock, then the Corporation
shall promptly send a copy of the Conversion Certificate to each holder of
record by overnight courier or by certified mail, return receipt requested.

                           (vii)    In case of any capital reorganization or
reclassification of outstanding shares of Common Stock (other than a
reclassification covered by Sections 6(f)(i)-(v)), or in case of any
consolidation or merger of the Corporation with or into another Person, or in
case of any sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation) of all or substantially all of the
Corporation's assets, on a consolidated basis, in one transaction or a series of
related transactions, to any Person (including any group that is deemed to be a
Person)(each of the foregoing being referred to as a "Business Combination"), in
each case which is effected in such a manner that the holders of shares of
Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock or other securities or property (including cash) with respect
to or in exchange for shares of Common Stock, each share of Series A Preferred
Stock then outstanding shall thereafter be convertible into, in lieu of the
shares of Common Stock issuable upon such conversion prior to the consummation
of such Business Combination, the kind and amount of shares of stock and other
securities and property (including cash) receivable upon the consummation of
such Business Combination by a holder of that number of shares of Common Stock
into which one share of Series A Preferred Stock was convertible immediately
prior to the consummation of such Business Combination. In any such case, the
Corporation or the Person formed by the consolidation or resulting from the
merger or which acquires such assets or which acquires the Corporation's shares,
as the case may be, shall make provisions in its certificate or articles of
incorporation or other constituent document to establish such rights and such
rights shall be clearly provided for in the definitive transaction documents
relating to such transaction, and the Corporation agrees that it will not be a
party to or permit such Business Combination to occur unless such provisions are
so made as a part of the terms thereof. The certificate or articles of
incorporation or other constituent document shall provide for adjustments,
which, for events subsequent to the effective date of the certificate or
articles of incorporation or other constituent document, shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section
6(f)(i). In case securities or property other than Common Stock shall be
issuable or deliverable upon conversion as aforesaid, then all references in
this Section 6 shall be deemed to apply, so far as appropriate and as nearly as
may be, to such other securities or property. The provisions of this Section
6(f)(vii) shall similarly apply to successive Business Combinations. The
Corporation shall give written notice to the holders of shares of Series A
Preferred Stock at least 30 days prior to the date on which any Business
Combination or similar transaction effecting the Corporation shall take place.

                           (viii)   Notwithstanding anything to the contrary
herein, the Conversion Price shall not be adjusted pursuant to paragraph (ii) or
(iv) of this Section 6(f) for the issuance of any Excluded Securities.

                           (ix)     For the purposes of any adjustment of the
Conversion Price pursuant to paragraph (ii) or (iv) of this Section 6(f), the
following provisions shall be applicable:

                                       11
<PAGE>

                                    (1)      In the case of the issuance of
Common Stock or Convertible Securities for cash in a public offering or private
placement, the aggregate consideration shall be deemed to be the amount of cash
paid before deducting any discounts, commissions or placement fees payable by
the Corporation to any underwriter or placement agent in connection with the
issuance and sale thereof.

                                    (2)      In the case of the issuance of
Common Stock for consideration in whole or in part other than cash, such
consideration shall be deemed to be the Fair Market Value thereof.

                                    (3)      Subparagraph (2) above
notwithstanding, in the case of the issuance of shares of Common Stock or
Convertible Securities to the owners of the non-surviving entity in connection
with any merger in which the Corporation is the surviving corporation, the
amount of consideration therefor shall be deemed to be the Fair Market Value of
such portion of the net assets and business of the non-surviving entity as is
attributable to such Common Stock or Convertible Securities, as the case may be.

                                    (4)      If Common Stock is sold as a unit
with other securities, the aggregate consideration received for such Common
Stock shall be deemed to be net of the Fair Market Value of such other
securities.

                                    (5)      The aggregate maximum number of
shares of Common Stock (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent reduction of
such number) deliverable upon conversion of or in exchange for, or upon the
exercise of, such Convertible Securities and subsequent conversion, exchange or
exercise thereof shall be deemed to have been issued at the time such
Convertible Securities were issued and for a consideration equal to the
consideration received by the Corporation for any such Convertible Securities,
plus the minimum amount of consideration (as set forth in the instruments
relating thereto, without regard to any provision contained therein for a
subsequent increase of consideration), if any, to be received by the Corporation
upon the conversion, exercise or exchange of such Convertible Securities.

                                    (6)      In the case of the issuance of
Convertible Securities:

                                             (A)     With respect to any
Convertible Securities issued after the Issuance Date for which an adjustment to
the Conversion Price previously has been made pursuant to Section 6(f)(ii), on
any increase in the number of shares of Common Stock deliverable upon exercise,
conversion or exchange of, or a decrease in the exercise price of, such
Convertible Securities other than a change resulting from the anti-dilution
provisions thereof, the applicable Conversion Price shall forthwith be
readjusted retroactively to give effect to such increase or decrease;

                                             (B)     With respect to any
Convertible Securities issued after the Issuance Date for which an adjustment to
the Conversion Price has previously not been made pursuant to Section 6(f)(ii),
if there is any increase in the number of shares of Common

                                       12
<PAGE>

Stock deliverable upon exercise, conversion or exchange of, or a decrease in the
exercise price of, such Convertible Securities other than a change resulting
from the anti-dilution provisions thereof, such Convertible Securities shall be
treated as if they had been cancelled and reissued and an adjustment to the
Conversion Price with respect to such deemed issuance shall be made pursuant to
Section 6(f)(ii), if applicable;

                                             (C)     With respect to any
Convertible Securities issued prior to the Issuance Date, if there is any
increase in the number of shares of Common Stock deliverable upon exercise,
conversion or exchange of, or a decrease in the exercise price of, such
Convertible Securities other than a change resulting from the anti-dilution
provisions thereof, such Convertible Securities shall be treated as if they had
been cancelled and reissued and an adjustment to the Conversion Price with
respect to such deemed issuance shall be made pursuant to Section 6(f)(ii), if
applicable; and

                                             (D)     No further adjustment of
the Conversion Price adjusted upon the issuance of any such Convertible
Securities shall be made as a result of the actual issuance of Common Stock upon
the exercise, conversion or exchange of any such Convertible Securities.

                           (x)      If any event occurs as to which the
foregoing provisions of this Section 6(f) are not strictly applicable or, if
strictly applicable, would not, in the good faith judgment of the Board of
Directors, fairly protect the conversion rights of the Series A Preferred Stock
in accordance with the essential intent and principles of such provisions, then
the Board of Directors shall make such adjustments in the application of such
provisions, in accordance with such essential intent and principles, as shall be
reasonably necessary, in the good faith opinion of the Board of Directors, to
protect such conversion rights as aforesaid, but in no event shall any such
adjustment have the effect of increasing the Conversion Price, or otherwise
adversely affect the holders of Series A Preferred Stock.

         SECTION 7. STATUS OF SHARES. All shares of the Series A Preferred Stock
that are at any time converted pursuant to Section 6, and all shares of the
Series A Preferred Stock that are otherwise reacquired by the Corporation, shall
have the status of authorized but unissued shares of Preferred Stock, without
designation as to series, subject to reissuance by the Board of Directors as
shares of any one or more other classes or series.

         SECTION 8. GENERAL PROVISIONS.

                  (a)      Headings. The headings of the sections, paragraphs,
subparagraphs, clauses and subclauses of this Article VI.C are for convenience
of reference only and shall not define, limit or affect any of the provisions
hereof.

                  (b)      Enforcement. Any registered holder of shares of
Series A Preferred Stock may proceed to protect and enforce its rights and the
rights of such holders by any available remedy by proceeding at law or in equity
to protect and enforce such rights, whether for the

                                       13
<PAGE>

specific enforcement of any provision in this Article VI.C or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

                  (c)      Notice of Certain Events. The holders of shares of
Series A Preferred Stock shall be entitled to receive written notice of any
Liquidation or Change of Control and shall be given an opportunity to convert
their shares of Series A Preferred Stock immediately prior to any such
Liquidation or Change of Control in the manner specified above, if so specified,
or if not so specified, in such a manner as is reasonably likely to give the
holders such an opportunity.

         SECTION 9. DEFINITIONS. For the purposes of this Article VI.C:

                  An "Affiliate" of, or a person "Affiliated" with, a specified
person, is a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified.

                  "Articles of Incorporation" has the meaning set forth in the
Preamble above.

                  "Beneficially Own" with respect to any securities means having
"beneficial ownership" of such securities as determined pursuant to Rule 13d-3
under the Exchange Act, as in effect on the Issuance Date.

                  "Board of Directors" has the meaning set forth in the Preamble
above.

                  "Business Combination" has the meaning set forth in Section
6(g)(vii).

                  "Business Day" means any day other than a Saturday, Sunday, or
a day on which commercial banks in Louisville, Kentucky are authorized or
obligated by law or executive order to close.

                  "Change of Control", with respect to the Corporation, means
the occurrence of any of the following:

                           (i)      the acquisition by any Person or group of
Persons of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) (other than by (x) the Corporation or a Subsidiary of
the Corporation or (y) the holders of the Series A Preferred Stock or their
respective Affiliates) of 50% or more of either (1) Outstanding Common Stock or
(2) the combined voting power of the Outstanding Voting Securities; provided,
however, that any acquisition by any Person pursuant to a transaction that
complies with clauses (1), (2) and (3) of paragraph (iii) of this definition
shall not be a Change of Control;

                           (ii)     individuals who constitute the Incumbent
Board (it being understood that any Designated Directors are members of the
Incumbent Board) cease for any reason to constitute at least a majority of the
Board of Directors or other similar governing body of the Corporation; provided,
however, that any individual becoming a director, or having similar

                                       14
<PAGE>

management supervisory functions (for purposes of this definition, a "director")
subsequent to the date hereof or date of such meeting whose election, or
nomination for election by the Corporation's shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Incumbent Board of the Corporation; or

                           (iii)    consummation of a Business Combination
unless, following such Business Combination,

                                    (1)      all or substantially all of the
Persons who were the beneficial owners, respectively, of the Outstanding Common
Stock and Outstanding Voting Securities of the Corporation immediately prior to
such Business Combination Beneficially Own, directly or indirectly, a majority
or more of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the Person
resulting from such Business Combination (including a Person which as a result
of such transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more Subsidiaries) (such
resulting Person, a "Resulting Corporation") in substantially the same
proportions as their ownership, immediately prior to such Business Combination,
of the Outstanding Common Stock and Outstanding Voting Securities of the
Corporation, as the case may be,

                                    (2)      no Person or group of Persons or
their Affiliates (excluding any Resulting Corporation and any holder of shares
of Series A Preferred Stock or Affiliate thereof) Beneficially Owns, directly or
indirectly, a majority or more of, respectively, the then outstanding shares of
common stock of the Resulting Corporation or the combined voting power of the
then outstanding voting securities of the Resulting Corporation entitled to vote
generally in the election of directors of the Resulting Corporation, and

                                    (3)      at least a majority of the members
of the board of directors or other similar governing body of the Resulting
Corporation were members of the Incumbent Board or were approved by a majority
of the Incumbent Board at the time of the execution of the initial agreement, or
of the action of the board or other similar governing body, providing for such
Business Combination.

                  "Closing Price" per share of the Common Stock on any day means
the last reported per share sale price, regular way, of the Common Stock on such
day, or, in case no such sale takes place on such day, the average of the
reported closing per share bid and asked prices, regular way, of the Common
Stock on such day, in each case on the NASDAQ or, if the Common Stock is not
quoted or admitted to trading on NASDAQ, on the principal national securities
exchange or quotation system on which the Common Stock is listed or admitted to
trading or quoted, or, if the Common Stock is not listed or admitted to trading
or quoted on any

                                       15
<PAGE>

national securities exchange or quotation system, the average of the closing per
share bid and asked prices of the Common Stock on such day in the
over-the-counter market as reported by a generally accepted national quotation
service.

                  "Common Stock" means the common stock of the Corporation.

                  "Conversion Certificate" has the meaning set forth in Section
6(g)(vi).

                  "Conversion Date" has the meaning set forth in Section 6(b).

                  "Conversion Price" has the meaning set forth in Section 6(a).

                  "Convertible Securities" shall mean (i) any options or
warrants to purchase or other rights to acquire Common Stock, (ii) any
securities by their terms convertible into or exchangeable for Common Stock, and
(iii) any options or warrants to purchase or other rights to acquire any such
convertible or exchangeable securities.

                  "Corporation" has the meaning set forth in the Preamble above.

                  "Current Market Price" for a given date, with respect to any
share of Common Stock, shall mean the average of the Closing Prices of such
share (if available, as reported in The Wall Street Journal or other reputable
financial news source) for the 20 consecutive Trading Days immediately preceding
such date; provided, however, that with respect to options issued pursuant to
duly adopted stock option or other plans of the Corporation under which options
to purchase stock of the Corporation may be issued to employees or directors of
the Corporation or of affiliates under the Corporation's control ("Corporation
Option Plans"), each reference to "Current Market Price" in Section 6(g)(iii)
shall be deemed to be a reference to the current market price or fair market
value of the Common Stock or similar concept, if any, as such term or concept is
used in the applicable Corporation Option Plan for determining the fair market
value of such stock at the time of grant.

                  "Debt" shall mean, with respect to any Person, whether
recourse is to all or a portion of the assets of such Person and whether or not
contingent, and without duplication, (i) every obligation of such Person for
money borrowed; (ii) every obligation of such Person evidenced by bonds,
debentures, notes or other similar instruments, including obligations incurred
in connection with the acquisition of property, assets or businesses; (iii)
every reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person; (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services but excluding trade accounts payable; (v)
every capital lease obligation of such Person; (vi) all indebtedness of such
Person, whether incurred on or prior to the Issuance Date or thereafter
incurred, for claims in respect of derivative products, including interest rate,
foreign exchange rate and commodity forward contracts, options and swaps and
similar arrangements; (vii) every other liability or obligation of such Person
but excluding trade accounts payable; and (viii) every obligation of the type
referred to in clauses (i) through (vii) of another Person and all dividends of
another Person

                                       16
<PAGE>

the payment of which, in either case, such Person has guaranteed or is
responsible or liable for, directly or indirectly, as obligor or otherwise.

                  "Designated Director" has the meaning set forth in Section
5(e).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated thereunder.

                  "Excluded Securities" means (1) Permitted Options and any
shares of Common Stock issuable upon the exercise of Permitted Options; (2)
securities issued upon conversion of the Series A Preferred Stock; (3)
securities issuable as dividends or distributions on shares of the Series A
Preferred Stock; (4) securities issued pursuant to the acquisition of another
business entity or business segment of any such entity by the Corporation by
merger, purchase of substantially all the assets or other reorganization
agreement if such issuance is approved by the Board of Directors, which approval
shall include a majority of the Designated Directors; (5) shares of Common Stock
issuable upon exercise of rights, options and warrants outstanding on the
Issuance Date; and (6) shares of Common Stock issuable in accordance with an
earn-out provision in connection with an acquisition made by the Corporation
prior to the Issuance Date.

                  "Fair Market Value" with respect to any securities, assets or
property shall mean the fair value thereof as determined by an independent
investment banking or appraisal firm experienced in the valuation of such
securities or property selected in good faith by the Independent Directors and
acceptable to the holders of a majority of the outstanding shares of Series A
Preferred Stock or, at the option of the holders of a majority of the
outstanding shares of Series A Preferred Stock, as determined by the Independent
Directors of the Corporation in good faith; provided, that, the value of any
securities that trade on a national securities exchange or inter-dealer
quotation system shall be the Closing Price thereof as of the date such value is
determined.

                  "GAAP" means United States generally accepted accounting
principles.

                  "Incumbent Board" means individuals who, immediately following
the issuance of the Series A Preferred Stock, constitute the Board of Directors
or other similar governing body.

                  "Independent Directors" has the meaning set forth in Rule
4200(a)(14) of NASDAQ.

                  "Initial Beneficial Ownership" shall mean the aggregate number
of shares of Common Stock which the holders of shares of Series A Preferred
Stock would have been entitled to receive pursuant to Section 8 had all holders
of shares of Series A Preferred Stock converted such shares into shares of
Common Stock on the Issuance Date (as adjusted for any split, subdivision,
combination, recapitalization or similar event from the Issuance Date until the
date of determination).

                                       17
<PAGE>

                  "Initial Holders" shall mean Onex Limited LP and its
Affiliates, and any successor to Onex Limited LP and its Affiliates.

                  "Issuance Date" means the Closing Date as such term is defined
in the Purchase Agreement.

                  "Junior Securities" shall mean the Corporation's Common Stock
and all classes and series of capital stock of the Corporation now or hereafter
authorized, issued or outstanding which by their terms expressly provide that
they are junior to the Series A Preferred Stock, or which do not specify their
rank, with respect to payment of dividends or distributions, or the distribution
of assets upon Liquidation. This definition of Junior Securities shall include,
without limitation, any Convertible Securities exercisable or exchangeable for
or convertible into any Junior Securities.

                  "KBCA" means KRS Chapter 271B.

                  "Liens" has the meaning set forth in Section 6(e).

                  "Liquidation" has the meaning set forth in Section 4(a).

                  "Liquidation Preference" means $1,050 per share of Series A
Preferred Stock, plus accrued but unpaid dividends so thereon, as adjusted for
any split, subdivision, combination, consolidation, recapitalization or similar
event with respect to the Series A Preferred Stock.

                  "NASDAQ" means The Nasdaq Stock Market, Inc.

                  "Nominating Committee" means a committee of the Board of
Directors a majority of the members of which is comprised of directors who are
not Designated Directors or officers or employees of the Corporation or its
Subsidiaries and which committee is empowered to act for the full Board of
Directors to nominate individuals for election as Independent Directors.

                  "Outstanding Common Stock" means the then outstanding shares
of the Common Stock of the Corporation.

                  "Outstanding Voting Securities" means the then outstanding
voting securities of the Corporation entitled to vote generally in the election
of the directors of the Corporation.

                  "Parity Securities" means each class or series of capital
stock issued by the Corporation after the date hereof the terms of which
specifically provide that such class or series will rank on a parity with the
Series A Preferred Stock with respect to payment of dividends and distributions,
and the distribution of assets upon Liquidation. This definition of Parity
Securities shall include, without limitation, any Convertible Securities
exercisable or exchangeable for or convertible into any Parity Securities.

                                       18
<PAGE>

                  "Permitted Debt" means the amount of Corporation's Debt deemed
permissible at any time under Section 5(e)(2)(ii), which shall be an amount
determined using the following formula:

                  Debt on the Issuance Date          Permitted Debt
                  ------------------------     X     ---------------

                  Issuance Date EBITDA               Current EBITDA

         "Issuance Date EBITDA" shall mean operating income, plus depreciation
and amortization, plus other operating expenses as shown on the Consolidated
Statement of Income for the year ended December 31, 2003 included in the
Corporation's Annual Report on Form 10-K. "Current EBITDA" shall mean, from time
to time, operating income, plus depreciation and amortization, plus other
operating expenses for the 12 months ended as of the Corporation's most recently
completed fiscal quarter, as reported on the Corporation's periodic reports
filed with the Securities and Exchange Commission. Issuance Date EBITDA and
Current EBITDA shall be determined in the same manner.

                  "Permitted Options" means grants of options to acquire shares
of Common Stock or of restricted Common Stock, issued after the Issuance Date to
employees, consultants, officers or non-employee directors of the Corporation
pursuant to any stock option, restricted stock, stock purchase or stock bonus
plan, agreement or arrangement approved by the Board of Directors, existing on
December 31, 2003 or modified or adopted in accordance with Section 5(e)(iv).

                  "Person" means an individual, partnership, corporation,
limited liability company or partnership, unincorporated organization, trust or
joint venture, or a governmental agency or political subdivision thereof, or
other entity of any kind.

                  "Purchase Agreement" means that certain Preferred Stock
Purchase Agreement, dated March 10, 2004, by and among the Corporation, Onex
Partners LP and purchasers affiliated with Onex Partners, LP, as amended from
time to time.

                  "Senior Securities" means each class or series of capital
stock issued by the Corporation after the date hereof the terms of which
specifically provide that such class or series will rank senior to the Series A
Preferred Stock with respect to payment of dividends and distributions, and the
distribution of assets upon Liquidation. This definition of Senior Securities
shall include, without limitation, any Convertible Securities exercisable or
exchangeable for or convertible into any Senior Securities.

                  "Series A Preferred Stock" has the meaning set forth in
Section 1.

                  "Stated Value" means, with respect to a share of Series A
Preferred Stock, $1,050.00, plus accrued and unpaid dividends (as adjusted for
any split, subdivision, combination, consolidation, recapitalization or similar
event with respect to the Series A Preferred Stock).

                                       19
<PAGE>

                  "Subsidiary" of any Person means any corporation or other
entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.

                  "Trading Day" means a day on which securities are traded on
the national securities exchange or quotation system or in the over-the-counter
market used to determine Closing Prices for the Common Stock.

                  "Voting Securities" mean any class or classes of stock, or
securities convertible into or exchangeable for any class of stock, of the
Corporation pursuant to which the holders thereof have the general power under
ordinary circumstances to vote with respect to the election of the Board of
Directors, irrespective of whether or not, at the time, stock of any other class
or classes shall have, or might have, voting power by reason of the happening of
any contingency.

         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be duly executed this day of _______________, 2004.

                                     RES-CARE, INC.

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________

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