SELECT MEDICAL CORPORATION

                           SELECT MEDICAL ESCROW, INC.



                                  $175,000,000



                    7 1/2% Senior Subordinated Notes due 2013



                               PURCHASE AGREEMENT



                                                                   July 29, 2003

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.

JEFFERIES & COMPANY, INC.

c/o J.P. MORGAN SECURITIES INC.

270 Park Avenue, 4th floor

New York, New York  10017



Ladies and Gentlemen:



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

wholly owned subsidiary of Select Medical Corporation, a Delaware corporation

(the "Company"), proposes to issue and sell $175,000,000 aggregate principal

amount of its 7-1/2% Senior Subordinated Notes due 2013 (the "Securities"). The

Securities will be issued pursuant to an Indenture to be dated as of August 12,

2003 (the "Indenture") between Select Medical Escrow and U.S. Bank Trust

National Association, as trustee (the "Trustee"). On or prior to the Closing

Date (as defined herein) Select Medical Escrow will be designated an

Unrestricted Subsidiary under (and as such term is defined in) the Indenture,

dated as of June 11, 2001 (the "Existing Indenture"), among the Company, the

subsidiary guarantors party thereto and State Street Bank and Trust Company, as

trustee.



                  On the Closing Date, (i) Select Medical Escrow will issue the

Securities; (ii) Select Medical Escrow and the Company will enter into an Escrow

Agreement, dated as of the Closing Date (the "Escrow Agreement"), among the

Company, Select Medical



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Escrow, the Trustee and U.S. Bank Trust National Association, as escrow agent

(the "Escrow Agent") in the form attached hereto as Annex A, and Select Medical

Escrow will enter into the Securities Account Control Agreement (the "Securities

Account Control Agreement"), among Select Medical Escrow, as pledgor, the

Trustee, as pledgee, assignee and secured party, and U.S. Bank Trust National

Association as escrow agent and securities intermediary; (iii) the Company will

make an equity contribution to Select Medical Escrow in an amount such that

Select Medical Escrow will have cash and cash equivalents in an amount

sufficient to redeem in cash the Securities at a redemption price equal to 101%

of the aggregate principal amount thereof plus accrued and unpaid interest

thereon to December 11, 2003 (the "Equity Contribution"); and (iv) pursuant to

the Escrow Agreement, Select Medical Escrow will deposit with the Escrow Agent

the proceeds of the issuance of the Securities and of the Equity Contribution

(collectively, the "Escrowed Funds") and will grant a perfected first priority

security interest in the Escrowed Funds to the Trustee for the benefit of the

Holders of the Securities (the "Security Interest"). On the date of the closing

of the Acquisition (defined below), Select Medical Escrow, the Company and each

of the subsidiaries of the Company listed on Schedule I hereto (each a "Company

Guarantor" and together, the "Company Guarantors") will enter into an Assumption

Agreement (the "Assumption Agreement"), in the form attached to the Escrow

Agreement.



                  The net proceeds of the issuance of the Securities will be

used in part to acquire (such acquisition, the "Acquisition") all of the

outstanding capital stock of Kessler Rehabilitation Corporation ("Kessler")

pursuant to a Stock Purchase Agreement, dated June 30, 2003 (the "Stock Purchase

Agreement") by and among the Company, Kessler and Henry H. Kessler Foundation,

Inc. (the "Kessler Foundation").



                  In connection with the consummation of the Acquisition,

pursuant to the Assumption Agreement and a Supplemental Indenture, in the form

attached to the Escrow Agreement, by and among the Trustee, the Company, Select

Medical Escrow and the Company Guarantors (the "Select Medical Escrow

Supplemental Indenture"), the Company will assume the obligations of Select

Medical Escrow, and the Company Guarantors will guarantee the obligations of the

Company under the Notes, the Indenture, this Agreement, the Registration Rights

Agreement (as defined below) and the Escrow Agreement (the "Company

Assumption"). In connection with the consummation of the Acquisition, pursuant

to the Assumption Agreement and a Supplemental Indenture, in the form attached

to the Escrow Agreement, by and among the Trustee, the Company, Kessler and each

wholly-owned subsidiary of Kessler (collectively with Kessler, the "Kessler

Guarantors," and together with the Company Guarantors, the "Guarantors;" and

such Supplemental Indenture, the "Kessler Supplemental Indenture," and, together

with the Select Medical Escrow Supplemental Indenture, the "Supplemental

Indentures"), the Kessler Guarantors will guarantee the obligations of the

Company under the Notes, the



                                       2

{PAGE}



Indenture, this Agreement, the Registration Rights Agreement and the Escrow

Agreement (the "Kessler Assumption," and together with the Company Assumption,

the "Assumptions"). Upon the satisfaction of certain conditions set forth in the

Escrow Agreement, including the contemporaneous closing of the Acquisition, the

release of the Security Interest (the "Security Interest Release") and the

consummation of the Assumptions, the Escrowed Funds will be released to Select

Medical Escrow or the Company. The date of the consummation of the Acquisition

and the execution of the Supplemental Indentures is referred to as the

"Acquisition Closing Date." Following the Acquisition and the Assumptions, the

Securities will be guaranteed on an unsecured senior subordinated basis by

guarantees (the "Guarantees", and each a "Guarantee") of the Guarantors.

Notwithstanding anything herein to the contrary and for the avoidance of doubt,

the Kessler Guarantors shall execute the Assumption Agreement, and the Kessler

Supplemental Indenture and the Select Medical Escrow Supplemental Indenture may

be pursuant to one supplemental indenture in the form attached to the Escrow

Agreement but are herein referred by separate terms.



                  The Company hereby confirms its agreement with J.P. Morgan

Securities Inc. ("JPMorgan") and Merrill Lynch, Pierce, Fenner & Smith

Incorporated ("Merrill Lynch"), Wachovia Capital Markets, LLC, SG Cowen

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

Jefferies & Company, Inc. (collectively, together with JPMorgan and Merrill

Lynch, the "Initial Purchasers") concerning the purchase of the Securities from

Select Medical Escrow by the several Initial Purchasers.



                  The Securities will be offered and sold to the Initial

Purchasers without being registered under the Securities Act of 1933, as amended

(the "Securities Act"), in reliance upon an exemption therefrom. The Company and

Select Medical Escrow prepared a preliminary offering memorandum dated July 21,

2003 (the "Preliminary Offering Memorandum") and will prepare an offering

memorandum dated the date hereof (the "Offering Memorandum") setting forth

information concerning the Company, Select Medical Escrow, the Guarantors and

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