SELECT MEDICAL CORPORATION



                                  $660,000,000



                    7 5/8% SENIOR SUBORDINATED NOTES DUE 2015



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



                                February 24, 2005



MERRILL LYNCH, PIERCE, FENNER & SMITH

             INCORPORATED

J.P. MORGAN SECURITIES INC.

WACHOVIA CAPITAL MARKETS, LLC

CIBC WORLD MARKETS CORP.

PNC CAPITAL MARKETS, INC.

c/o Merrill Lynch & Co.

    Merrill Lynch, Pierce, Fenner & Smith

    Incorporated

4 World Financial Center

New York, New York  10080



                  EGL Acquisition Corp., a Delaware corporation ("EGL"),

proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith

Incorporated, J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, CIBC

World Markets Corp. and PNC Capital Markets, Inc. (collectively, the "Initial

Purchasers"), upon the terms and subject to the conditions set forth in a

purchase agreement dated February 3, 2005 (the "Purchase Agreement"),

$660,000,000 aggregate principal amount of its 7 5/8% Senior Subordinated Notes

due 2015 (the "Securities") to be assumed by Select Medical Corporation, a

Delaware corporation (the "Company"), upon the closing of the Merger (defined

below) and to be jointly and severally guaranteed on a senior subordinated basis

following the closing of the Merger by the subsidiaries of the Company listed on

Schedule I and signatories hereto (the "Guarantors"). Capitalized terms used but

not defined herein shall have the meanings given to such terms in the Purchase

Agreement.



                  On October 17, 2004, EGL, the Company and EGL Holding Company,

a Delaware corporation ("Holdings"), entered into a Merger Agreement (the

"Merger Agreement") pursuant to which, on the date hereof, EGL will be merged

(the "Merger") with and into the Company with the Company continuing as the

surviving corporation and a wholly-owned subsidiary of Holdings.



                  As contemplated by the Purchase Agreement, EGL, the Company

and the Guarantors agree with the Initial Purchasers, for the benefit of the

holders (including the Initial Purchasers) of the Securities and the Exchange

Securities (as defined herein) (collectively, the "Holders"), as follows:



                  1. Registered Exchange Offer. Unless doing so would be

prohibited by applicable law, rules, regulations or policy of the Commission,

the Company and the Guarantors shall (i) prepare and, not later than 150 days

following the closing date of the Merger (the "Closing Date"), file with the

Commission a registration statement (as amended or supplemented from time to

time, the "Exchange Offer Registration Statement") on an appropriate form under

the Securities Act with re-



{PAGE}



spect to a proposed offer to the Holders of the Securities (the "Registered

Exchange Offer") who are not prohibited by any applicable law, rules,

regulations or policy of the Commission from participating in the Registered

Exchange Offer to issue and deliver to such Holders, in exchange for the

Securities held by such Holders, a like aggregate principal amount of debt

securities of the Company (the "Exchange Securities") that are identical in all

material respects to the Securities, except for the transfer restrictions

relating to the Securities and the provisions related to the matters described

in Section 3 hereof, (ii) use their commercially reasonable efforts to cause the

Exchange Offer Registration Statement to become effective under the Securities

Act no later than 240 days after the Closing Date and the Registered Exchange

Offer to be consummated no later than 270 days after the Closing Date and (iii)

keep the Exchange Offer Registration Statement effective for not less than 30

days (or longer, if required by applicable law) after the date on which notice

of the Registered Exchange Offer is mailed to the Holders (such period being

called the "Exchange Offer Registration Period"). The Exchange Securities will

be issued under the Indenture or an indenture (the "Exchange Securities

Indenture") between the Company, the Guarantors and the Trustee or such other

bank or trust company that is reasonably satisfactory to the Initial Purchasers,

as trustee (the "Exchange Securities Trustee"), such indenture to be identical

in all material respects to the Indenture, except for the transfer restrictions

relating to the Securities (as described above) and the provisions related to

the matters described in Section 3 hereof.



                  Upon the effectiveness of the Exchange Offer Registration

Statement, the Company and the Guarantors shall promptly commence the Registered

Exchange Offer, it being the objective of such Registered Exchange Offer to

enable each Holder electing to exchange Securities for Exchange Securities

(assuming that such Holder (a) is not an affiliate of the Company or an

Exchanging Dealer (as defined herein) not complying with the requirements of the

next sentence, (b) is not an Initial Purchaser holding Securities that have, or

that are reasonably likely to have, the status of an unsold allotment in an

initial distribution, (c) acquires the Exchange Securities in the ordinary

course of such Holder's business and (d) has no arrangements or understandings

with any person to participate in the distribution of the Exchange Securities

and is not prohibited by applicable law, rules, regulations or policy of the

Commission from participating in the Registered Exchange Offer) and to trade

such Exchange Securities from and after their receipt without any limitations or

restrictions under the Securities Act (it being understood that the requirement

that an Exchanging Dealer or Initial Purchaser deliver the prospectus contained

in the Exchange Offer Registration Statement in connection with the sale of

Exchange Securities shall not result in such Exchange Securities being not

"freely transferable") and without material restrictions under the securities

laws of the several states of the United States. EGL, the Company, the

Guarantors, the Initial Purchasers and each Exchanging Dealer acknowledge that,

pursuant to current interpretations by the Commission's staff of Section 5 of

the Securities Act, each Holder that is a broker-dealer electing to exchange

Securities, acquired for its own account as a result of market-making activities

or other trading activities, for Exchange Securities (an "Exchanging Dealer"),

is required to deliver a prospectus containing substantially the information set

forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in

the sections of such prospectus that set forth the details of the exchange offer

procedures and in Annex C hereto in the "Plan of Distribution" section of such

prospectus in connection with a sale of any such Exchange Securities received by

such Exchanging Dealer pursuant to the Registered Exchange Offer.



                  In connection with the Registered Exchange Offer, the Company

shall:



                  (a) mail to each Holder a copy of the prospectus forming part

         of the Exchange Offer Registration Statement, together with an

         appropriate letter of transmittal and related documents; provided, that

         the Company shall only be required to mail such prospectus to Holders

         of which the Company is aware after due inquiry;



                                      -2-

{PAGE}



                  (b) keep the Registered Exchange Offer open for not less than

         30 days (or longer, if required by applicable law) after the date on

         which notice of the Registered Exchange Offer is mailed to the Holders;



                  (c) utilize the services of a depositary for the Registered

         Exchange Offer with an address in the Borough of Manhattan, The City of

         New York, which may be the Trustee or an affiliate of the Trustee;



                  (d) permit Holders to withdraw tendered Securities at any time

         prior to the close of business, New York City time, on the last

         business day on which the Registered Exchange Offer shall remain open;

         and



                  (e) otherwise comply in all material respects with all laws

         that are applicable to the Registered Exchange Offer.



                  Promptly after the close of the Registered Exchange Offer the

Company shall:



                  (a) accept for exchange all Securities validly tendered and

         not validly withdrawn pursuant to the Registered Exchange Offer;



                  (b) deliver to the Trustee for cancellation all Securities so

         accepted for exchange; and



                  (c) cause the Trustee or the Exchange Securities Trustee, as

         the case may be, promptly to authenticate and deliver to each Holder,

         Exchange Securities equal in principal amount to the Securities of such

         Holder so accepted for exchange.



                  The Company and the Guarantors shall use their commercially

reasonable efforts to keep the Exchange Offer Registration Statement effective

and to amend and supplement the prospectus contained therein in order to permit

such prospectus to be used by all Exchanging Dealers subject to the prospectus

delivery requirements of the Securities Act for such period of time as such

persons must comply with such requirements in order to resell the Exchange

Securities; provided that such period shall not exceed 180 days. The Company

shall make such prospectus and any amendment or supplement thereto available to

any broker-dealer for use in connection with any resale of any Exchange

Securities for a period of not less than 180 days after the consummation of the

Registered Exchange Offer.



                  The Indenture or the Exchange Securities Indenture, as the

case may be, shall provide that the Securities and the Exchange Securities shall

vote and consent together on all matters as one class and that none of the

Securities or the Exchange Securities will have the right to vote or consent as

a separate class from one another on any matter.



                  Interest on each Exchange Security issued pursuant to the

Registered Exchange Offer will accrue from the last interest payment date on

which interest was paid on the Securities surrendered in exchange therefor or,

if no interest has been paid on the Securities, from the Closing Date.



                  Each Holder participating in the Registered Exchange Offer

shall be required to represent to the Company in writing that at the time of the

consummation of the Registered Exchange Offer (i) any Exchange Securities

received by such Holder will be acquired in the ordinary course of business,

(ii) such Holder will have no arrangements or understanding with any person to

participate in the



                                      -3-

{PAGE}



distribution of the Securities or the Exchange Securities within the meaning of

the Securities Act, (iii) such Holder is not an affiliate of the Company or, if

it is such an affiliate, such Holder will comply with the registration and

prospectus delivery requirements of the Securities Act to the extent applicable,

(iv) if such Holder is not a broker-dealer, that it is not engaged in, and does

not intend to engage in, the distribution of the Exchange Securities and (v) if

such Holder is a broker-dealer, that it will receive Exchange Securities for its

own account in exchange for Securities that were acquired as a result of

market-making activities or other trading activities and that it will be

required to acknowledge that it will deliver a prospectus in connection with any

resale of such Exchange Securities.



                  Notwithstanding any other provisions hereof, the Company and

the Guarantors will ensure that (i) any Exchange Offer Registration Statement

and any amendment thereto and any prospectus forming part thereof and any

supplement thereto complies in all material respects with the Securities Act and

the rules and regulations of the Commission thereunder, (ii) any Exchange Offer

Registration Statement and any amendment thereto does not, when it becomes

effective, contain an untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary to make the statements

therein not misleading and (iii) any prospectus forming part of any Exchange

Offer Registration Statement, and any supplement to such prospectus, does not,

as of the consummation of the Registered Exchange Offer, include an untrue

statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances under which

they were made, not misleading.



                  2. Shelf Registration. If (i) the Company and the Guarantors

are not permitted under applicable law, rules, regulations or Commission policy

to effect the Registered Exchange Offer as contemplated by Section 1 hereof , or

(ii) the Registered Exchange Offer is not for any other reason consummated prior

to the later of (x) the 60th day following the effectiveness of the Exchange

Offer Registration Statement and (y) the 270th day after the Closing Date, or

(iii) prior to the 30th day following completion of the Registered Exchange

Offer, any Initial Purchaser so requests in writing with respect to Securities

not eligible to be exchanged for Exchange Securities in the Registered Exchange

Offer and held by it following the consummation of the Registered Exchange Offer

or a broker-dealer notifies us that it holds Securities acquired directly from

the Company or an Affiliate of the Company, or (iv) prior to the 30th day

following completion of the Registered Exchange Offer, any Holder notifies us

that, due to any change or development in law, rules, regulations or Commission

policy, (A) such Holder is not permitted to participate in the Registered

Exchange Offer or (B) such Holder will not receive freely transferable Exchange

Securities in exchange for tendered Securities (it being understood that a

requirement that a Holder deliver the prospectus contained in the Exchange Offer

Registration Statement in connection with the sale of Exchange Securities shall

not result in such Exchange Securities being not "freely transferable"), then

the following provisions shall apply:



                  (a) The Company and the Guarantors shall use their

         commercially reasonable efforts to file prior to the later of (i) 270

         days after the Closing Date and (ii) 120 days after the obligation to

         file arises pursuant to this Section 2, and thereafter shall use their

         commercially reasonable efforts to cause to be declared effective as

         promptly as practical on or prior to 210 days after such filing, a

         shelf registration statement on an appropriate form under the

         Securities Act relating to the offer and sale of the Transfer

         Restricted Securities (as defined below) by the Holders thereof from

         time to time in accordance with the methods of distribution set forth

         in such registration statement (as amended or supplemented from time to

         time, hereafter, a "Shelf Registration Statement" and, together with

         any Exchange Offer Registration Statement, a "Registration Statement")

         provided, however, that no Holder (other than an Initial Purchaser)

         shall be entitled to have the Securities or the Exchange Securities

         held by it covered by the Shelf Registration Statement unless such

         Holder agrees in writing to be bound by



                                      -4-

{PAGE}



         all the provisions of this Agreement applicable to such Holder (it

         being agreed that each Initial Purchaser's agreement thereto is

         evidenced by the execution of this Agreement by or on its behalf).



                  (b) The Company and the Guarantors shall use their

         commercially reasonable efforts to keep the Shelf Registration

         Statement continuously effective and available in order to permit the

         prospectus forming part thereof to be used by Holders of Transfer

         Restricted Securities for a period ending on the earlier of (i) two

         years from the date of issuance of the Securities or such shorter

         period that will terminate when all the Transfer Restricted Securities

         covered by the Shelf Registration Statement have been sold pursuant

         thereto and (ii) the date on which such Securities become eligible for

         resale without restrictions pursuant to clauses (c), (e), (f) and (h)

         of Rule 144 under the Securities Act (in any such case, such period

         being called the "Shelf Registration Period").



                  (c) Notwithstanding any other provisions hereof, the Company

         and the Guarantors will ensure that (i) any Shelf Registration

         Statement and any amendment thereto and any prospectus forming part

         thereof and any supplement thereto complies in all material respects

         with the Securities Act and the rules and regulations of the Commission

         thereunder, (ii) any Shelf Registration Statement and any amendment

         thereto (in either case, other than with respect to information

         included therein in reliance upon or in conformity with written

         information furnished to the Company by or on behalf of any Holder

         specifically for use therein (the "Holders' Information")) does not

         contain an untrue statement of a material fact or omit to state a

         material fact required to be stated therein or necessary to make the

         statements therein not misleading and (iii) any prospectus forming part

         of any Shelf Registration Statement, and any supplement to such

         prospectus (in either case, other than with respect to Holders'

         Information), does not include an untrue statement of a material fact

         or omit to state a material fact necessary in order to make the

         statements therein, in the light of the circumstances under which they

         were made, not misleading.



                  3. Additional Interest.



                  (a) The parties hereto agree that the Holders of Transfer

Restricted Securities will suffer damages if the Company and the Guarantors fail

to fulfill their obligations under Section 1 or Section 2, as applicable, and

that it would not be feasible to ascertain the extent of such damages.

Accordingly, if (i) the Company and the Guarantors fail to file the Exchange

Offer Registration Statement on or before the 150th day after the Closing Date

or fail to file the Shelf Registration Statement on or prior to the later of the

270th day after the Closing Date and 120 days after the obligation to file the

Shelf Registration Statement arises under Section 2, (ii) the Exchange Offer

Registration Statement is not declared effective on or prior to the 240th day

after the Closing Date or the Shelf Registration Statement is not declared

effective on or before the 210th day after the filing of the Shelf Registration

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