EXCHANGE AND REGISTRATION RIGHTS AGREEMENT







                            Dated as of June 30, 2003







                                      among







                          Psychiatric Solutions, Inc.,







          The Subsidiary Guarantors from time to time party hereto, and







                              Lehman Brothers Inc.

               Merrill Lynch, Pierce, Fenner & Smith Incorporated

                            Jefferies & Company, Inc.







<PAGE>





                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



                  This Exchange and Registration Rights Agreement (this

"AGREEMENT") is made and entered into as of June 30, 2003 by and among

Psychiatric Solutions, Inc., a Delaware corporation (the "COMPANY"), the

Subsidiary Guarantors (as defined herein) and Lehman Brothers Inc. on behalf of

Merrill Lynch & Co. and Jefferies & Company Inc. (collectively, the "INITIAL

PURCHASERS").



                  This Agreement is made pursuant to the Purchase Agreement,

dated June 19, 2003 (the "PURCHASE AGREEMENT"), by and among the Company, the

Existing Subsidiary Guarantors (as defined herein) and the Initial Purchasers,

which provides for the sale by the Company to the Initial Purchasers of

$150,000,000 aggregate principal amount of the Company's 10-5/8% Senior

Subordinated Notes due 2013 (the "NOTES"). The Notes are, and the Exchange Notes

(as defined herein) will be, guaranteed on a senior subordinated basis by the

Subsidiary Guarantors (as defined herein). In order to induce the Initial

Purchasers to purchase the Notes, the Company and the Existing Subsidiary

Guarantors have agreed to provide the registration rights set forth in this

Agreement. The execution and delivery of this Agreement is a condition to the

obligations of the Initial Purchasers set forth in Section 7 of the Purchase

Agreement.



                  The parties hereby agree as follows:



         SECTION 1. DEFINITIONS



                  As used in this Agreement, the following capitalized terms

shall have the following meanings:



                  ADDITIONAL INTEREST:  As defined in Section 5(a) hereof.



                  ADDITIONAL SUBSIDIARY GUARANTOR: Any subsidiary of the Company

that executes a Guarantee under the Indenture after the date of this Agreement.



                  ADVICE:  As defined in Section 6(e) hereof.



                  AGREEMENT: As defined in the preamble hereto.



                  BLACKOUT PERIOD:  As defined in Section 5(a) hereof.



                  BLUE SKY APPLICATION:  As defined in Section 8(a) hereof.



                  BROKER-DEALER: Any broker or dealer registered under the

Exchange Act.



                  CLOSING DATE:  The date of this Agreement.



                  COMMISSION:  The U.S. Securities and Exchange Commission.



                  COMPANY:  As defined in the preamble hereto.



                                       2



<PAGE>





                  CONSUMMATE: A Registered Exchange Offer shall be deemed

"Consummated" for purposes of this Agreement upon the occurrence of (i) the

filing and effectiveness under the Securities Act of the Exchange Offer

Registration Statement relating to the Exchange Notes to be issued in the

Exchange Offer, (ii) the maintenance of such Registration Statement continuously

effective and the keeping of the Exchange Offer open for a period not less than

the minimum period required pursuant to Section 3(b) hereof, and (iii) the

delivery by the Company to the Registrar under the Indenture of Exchange Notes

in the same aggregate principal amount as the aggregate principal amount of

Notes that were tendered by Holders thereof pursuant to the Exchange Offer.



                  DAMAGES PAYMENT DATE: With respect to the Notes, each Interest

Payment Date.



                  EFFECTIVENESS TARGET DATE:  As defined in Section 5(a) hereof.



                  EXCHANGE ACT: The U.S. Securities Exchange Act of 1934, as

amended.



                  EXCHANGE NOTES: The Company's 10-5/8% Senior Subordinated

Notes due 2013 to be issued pursuant to the Indenture in the Exchange Offer,

together with the related Guarantees.



                  EXCHANGE OFFER: The registration by the Company under the

Securities Act of the Exchange Notes on a Registration Statement pursuant to

which the Company offers the Holders of all outstanding Transfer Restricted

Securities the opportunity to exchange all such outstanding Transfer Restricted

Securities held by such Holders for Exchange Notes in an aggregate principal

amount equal to the aggregate principal amount of the Transfer Restricted

Securities validly tendered in such exchange offer by such Holders.



                  EXCHANGE OFFER REGISTRATION STATEMENT: The Registration

Statement relating to the Exchange Offer, including the related Prospectus.



                  EXISTING SUBSIDIARY GUARANTORS: The various Subsidiary

Guarantors signatory to the Indenture as of the date hereof.



                  GUARANTEES: Guarantees by the Subsidiary Guarantors of the

Company's obligations under the Notes, the Exchange Notes and the Indenture.



                  HOLDER:  As defined in Section 2(b) hereof.

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