EIGHTH SUPPLEMENTAL INDENTURE



      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of

February 4, 2005 among Select Medical Corporation, a Delaware corporation (the

"Company"), the Subsidiary Guarantors party hereto (the "Guarantors"), and U.S.

Bank Trust National Association (as successor-in-interest to State Street Bank

and Trust Company), as trustee under the Indenture referred to below (the

"Trustee").



                                   WITNESSETH:



      WHEREAS, the Company, the Guarantors and the Trustee have heretofore

become parties to an Indenture dated as of June 11, 2001, as amended (as

amended, supplemented, waived or otherwise modified, the "Indenture"), providing

for the issuance of an aggregate principal amount of $175.0 million of 9 -1/2%

Senior Subordinated Notes due 2009 (the "Notes")



      WHEREAS, the Company and the Guarantors propose to amend the Indenture and

the Notes (the "Proposed Amendments"), as contemplated hereby;



      WHEREAS, the Company has obtained the consent of the Holders of the Notes

pursuant to the Offer to Purchase and Consent Solicitation Statement dated

January 20, 2005, as amended, supplemented or modified (the "Consent

Solicitation Statement"), to the Proposed Amendments upon the terms and subject

to the conditions set forth therein;



      WHEREAS, the Company has received and delivered to the Trustee the consent

of the Holders of at least a majority in aggregate principal amount of the Notes

to the Proposed Amendments;



      WHEREAS, all other acts and proceedings required by law, by the Indenture,

and by the organizational documents of the Company and the Guarantors to make

this Supplemental Indenture a valid and binding agreement for the purposes

expressed herein, in accordance with its terms, have been duly done and

performed;



      WHEREAS, while this Supplemental Indenture will become effective when

executed, the terms hereof will not become operative until the Notes are

accepted for purchase by the Company pursuant to the tender offer contemplated

by the Consent Solicitation Statement (such acceptance date, the "Operative

Date"); and



      WHEREAS, pursuant to Section 902 of the Indenture, the Company and the

Guarantors may amend or supplement the Indenture and the Notes as contemplated

hereby provided that the Holders of at least a majority in aggregate principal

amount of the Notes then outstanding have consented.



      NOW, THEREFORE, in consideration of the foregoing and for other good and

valuable consideration, the receipt of which is hereby acknowledged, in order to

effect the Proposed Amendments pursuant to Section 902 of the Indenture, the

Company and the Guarantors agree with the Trustee as follows:



{PAGE}



                                    ARTICLE 1



                        Amendment of Indenture and Notes



      1.1 Amendment to Indenture and Notes. Effective as of the Operative Date,

this Supplemental Indenture amends the Indenture and Notes as provided for

herein. If the Operative Date does not occur on or prior to the date that is 90

days following the date of this Supplemental Indenture, then the terms of this

Supplemental Indenture shall be null and void and the Indenture and Notes shall

continue in full force and effect without any modification hereby.



      1.2 Amendment of Section 101. Pursuant to Section 902 of the Indenture,

Section 101 of the Indenture is hereby amended by:



            (1) deleting in their entirety the definitions of "Additional

      Assets," "Asset Disposition," "Average Life," "Change of Control,"

      "Consolidated Coverage Ratio," "Consolidated EBITDA," "Consolidated Income

      Taxes," "Consolidated Interest Expense," "Consolidated Net Income,"

      "Continuing Directors," "EBITDA," "Existing Joint Venture Subsidiary,"

      "Net Available Cash," "New Joint Venture Subsidiary," "Permitted Holder,"

      "Permitted Investment," "Permitted Liens," "Purchase Money Indebtedness,"

      "Refinancing Indebtedness," "Related Business," "Related Business Assets,"

      and "Restricted Investment;"



            (2) deleting the words "and the related interest expense shall be

      included in Consolidated Interest Expense" from clause (b) in the last

      paragraph of the definition of "Indebtedness;" and



            (3) deleting the proviso at the end of clause (2) of definition of

      "Subsidiary."



      1.3 Amendment of Section 102. Pursuant to Section 902 of the Indenture,

Section 102 of the Indenture is hereby amended and restated in its entirety as

follows:



            Section 102. Other Definitions.



{TABLE}

{CAPTION}

                                                                            Defined in

Term                                                                         Section

----                                                                        ----------

{S}                                                                         {C}

"Act"...................................................................       108

"Agent Members".........................................................       312

"Authentication Order"..................................................       303

"Bankruptcy Law"........................................................       601

"Blockage Notice".......................................................      1403

"Covenant Defeasance"...................................................      1203

"Custodian".............................................................       601

"Defaulted Interest"....................................................       307

"Defeasance"............................................................      1202

"Defeased Notes"........................................................      1201

{/TABLE}



{PAGE}



{TABLE}

{S}                                                                           {C}

"Event of Default"......................................................       601

"Expiration Date".......................................................       108

"Global Notes"..........................................................       201

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