MANOR CARE, INC.



                                  $200,000,000



                           6.25% Senior Notes due 2013







                          REGISTRATION RIGHTS AGREEMENT





                                                                  April 15, 2003





J.P. Morgan Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

UBS Warburg LLC

Banc of America Securities LLC

BNY Capital Markets, Inc.

NatCity Investments, Inc.

SunTrust Capital Markets, Inc.

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York  10017



Ladies and Gentlemen:



         Manor Care, Inc., a Delaware corporation (the "Company"), proposes to

issue and sell to J.P. Morgan Securities Inc. ("JPMorgan") Merrill Lynch,

Pierce, Fenner & Smith Incorporated, UBS Warburg LLC, Banc of America Securities

LLC, BNY Capital Markets, Inc., NatCity Investments, Inc., and SunTrust Capital

Markets, Inc. (together with JPMorgan, the "Initial Purchasers"), upon the terms

and subject to the conditions set forth in a purchase agreement dated April 10,

2003 (the "Purchase Agreement"), $200,000,000 aggregate principal amount of its

6.25% Senior Notes due 2013 (the "Securities") to be jointly and severally

guaranteed (the "Guarantees") by the subsidiaries of the Company listed on

Schedule 1 and signatories hereto (collectively, the "Guarantors"). Capitalized

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

the Purchase Agreement.



         As an inducement to the Initial Purchasers to enter into the Purchase

Agreement and in satisfaction of a condition to the obligations of the Initial

Purchasers thereunder, 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 the Registered Exchange Offer (as

defined herein) shall not be permitted by applicable federal law, the Company

shall (i) use reasonable best efforts to prepare and, not later than 90 days

following the date of original issuance of the Securities (the "Issue Date"),

file with the Commission a





{PAGE}



registration statement (the "Exchange Offer Registration Statement") on an

appropriate form under the Securities Act with respect to a proposed offer to

the Holders of the Securities and the Guarantees (the "Registered Exchange

Offer") to issue and deliver to such Holders, in exchange for the Securities and

the Guarantees, a like aggregate principal amount of debt securities of the

Company and guarantees thereof by the Guarantors (the "Exchange Securities")

that are identical in all material respects to the Securities, except for the

transfer restrictions relating to the Securities, (ii) use its commercially

reasonable efforts to cause the Exchange Offer Registration Statement to become

effective under the Securities Act no later than 150 days after the Issue Date

and the Registered Exchange Offer to be consummated no later than 180 days after

the Issue Date and (iii) keep the Exchange Offer Registration Statement

effective for not less than 20 business 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).



         As soon as practicable after the effectiveness of the Exchange Offer

Registration Statement, the Company 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

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