ASSUMPTION AGREEMENT



         ASSUMPTION AGREEMENT, dated as of September 2, 2003, among Select

Medical Corporation, a Delaware corporation (the "Company"), the subsidiary

guarantors listed on Schedules I and II hereto (the "Subsidiary Guarantors") and

Select Medical Escrow, Inc., a Delaware corporation ("Select Medical Escrow").



                              W I T N E S S E T H:



         WHEREAS, Select Medical Escrow and U.S. Bank Trust National

Association, as trustee (the "Trustee") executed and delivered an Indenture,

dated as of August 12, 2003 (as amended, supplemented, waived or otherwise

modified, the "Indenture"), providing for the issuance of the 7 1/2% Senior

Subordinated Notes due 2013 (the "Securities") of Select Medical Escrow;



         WHEREAS, concurrently herewith, the Company and the Subsidiary

Guarantors are executing and delivering to the Trustee, pursuant to Section 501

of the Indenture, a Supplemental Indenture, dated as of the date hereof,

pursuant to which the Company is assuming Select Medical Escrow's obligations

under the Indenture and the Securities and the Subsidiary Guarantors are

guaranteeing the Company's obligations under the Indenture and the Securities;



         WHEREAS, Select Medical Escrow is a party to each of (i) the Purchase

Agreement, dated July 29, 2003 (the "Purchase Agreement"), between Select

Medical Escrow and J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner &

Smith Incorporated, Wachovia Capital Markets, LLC, SG Cowen Securities

Corporation, CIBC World Markets Corp., Fleet Securities, Inc. and Jefferies &

Company, Inc. (collectively, the "Initial Purchasers"), (ii) the Registration

Rights Agreement, dated as of August 12, 2003 (the "Registration Rights

Agreement"), between the Company, Select Medical Escrow and the Initial

Purchasers, (iii) the Indenture, dated as of August 12, 2003 (the "Indenture"),

among Select Medical Escrow, U.S. Bank Trust National Association, as trustee,

and the Subsidiary Guarantors party thereto, and (iv) the Escrow Agreement,

dated as of August 12, 2003 (the "Escrow Agreement" and, together with the

Purchase Agreement, the Registration Rights Agreement and the Indenture, the

"Assigned Agreements"), between the Company, Select Medical Escrow, U.S. Bank

Trust National Association, as trustee, and U.S. Bank National Association, as

escrow agent (the "Escrow Agent");



         WHEREAS, on the date hereof, Select Medical Escrow will merge with and

into the Company (the "Select Medical Escrow Merger") and in connection

therewith



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will be released from further liabilities with respect to the Assigned

Agreements by operation of law;



         WHEREAS, Select Medical Escrow, pursuant to this Assumption Agreement,

desires to assign all of its right, title and interest to, and liabilities and

obligations under, the Assigned Agreements to the Company, the Company desires

to assume all of Select Medical Escrow's right, title and interest thereto and

liabilities and obligations thereunder and the Subsidiary Guarantors desire to

guarantee the liabilities and obligations thereunder; and

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