S-4

As filed with the Securities and Exchange Commission on December 8, 2003

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CONCENTRA OPERATING CORPORATION

AND THE GUARANTORS NAMED IN FOOTNOTE (1) BELOW

(exact name of Registrants as specified in their charters)

Nevada	75-2822620
(state or jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

5080 Spectrum Drive Suite 400 West Addison, Texas 75001 (972) 364-8000 (Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices) Richard A. Parr II 5080 Spectrum Drive Suite 400 West Addison, Texas 75001 (972) 364-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Note	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(2)
9½% Senior Subordinated Notes due 2010 . . . . .	$30,000,000	100%	$30,000,000	$2,427
Senior Subordinated Note Guarantees (3)	—	—	—	—

(1) Concentra Preferred Systems, Inc., a Delaware corporation (I.R.S. Employer Identification No. 36-3715258), National Healthcare Resources, Inc., a Delaware corporation (I.R.S. Employer Identification No. 11-3273542), MetraComp, Inc., a Delaware corporation (I.R.S. Employer Identification No. 06-1095987), Concentra Integrated Services Inc., a Massachusetts corporation (I.R.S. Employer Identification No. 04-2658593), First Notice Systems, Inc., a Delaware corporation (I.R.S. Employer Identification No. 04-3373927), Focus Healthcare Management, Inc., a Tennessee corporation (I.R.S. Employer Identification No. 62-1266888), CRA-MCO, Inc., a Nevada corporation (I.R.S. Employer Identification No. 36-4266562), CRA Managed Care of Washington, Inc., a Washington corporation (I.R.S. Employer Identification No. 91-1374650), Concentra Health Services, Inc., a Nevada corporation (I.R.S. Employer Identification No. 75-2510547), OCI Holdings, Inc. a Nevada corporation (I.R.S. Employer Identification No. 75-2679204), Concentra Management Services, Inc., a Nevada corporation (I.R.S. Employer Identification No. 93-1187448), NHR Washington, Inc., a Delaware corporation (I.R.S. Employer Identification No. 11-3379380), Concentra Laboratory, LLC, a Delaware limited liability company (I.R.S. Employer Identification No. 76-0546504), HealthNetwork Systems LLC, a Delaware limited liability company (I.R.S. Employer Identification No. 36-4285919), Medical Network Systems LLC, a Delaware limited liability company (I.R.S. Employer Identification No. (N/A), OccuCenters I, L.P., a Texas limited partnership (I.R.S. Employer Identification No. 75-2678146), Concentra Preferred Business Trust, a Massachusetts business trust (I.R.S. Employer Identification No. 74-3024282), Concentra Managed Care Business Trust, a Massachusetts business trust (I.R.S. Employer Identification No. 04-3449352), and Focus Healthcare Business Trust, a Massachusetts business trust (I.R.S. Employer Identification No. 74-3024280).

(2) Registration fee calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933 (the “Securities Act”).

(3) The 9½% Senior Subordinated Notes due 2010 are guaranteed by the Registrants on a senior subordinated basis. No separate consideration will be paid in respect of the guarantees. Pursuant to Rule 457(n) under the Securities Act, no filing fee is required.

The Registrants hereby amend this Registration Statement on such dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated December 8, 2003

Prospectus

Offer to Exchange up to

$30,000,000 9½% Senior Subordinated Notes due 2010

for

$30,000,000 9½% Senior Subordinated Notes due 2010

that have been Registered under the Securities Act of 1933

Terms of the Exchange Offer

•   We are offering to exchange up to $30,000,000 of our outstanding 9½% Senior Subordinated Notes due 2010, which we refer to herein as the “old notes,” for up to $30,000,000 of new 9½% Senior Subordinated Notes due 2010, which we refer to herein as the “new notes,” with substantially identical terms that have been registered under the Securities Act and are freely tradable. •   The old notes were issued as additional debt securities under an indenture pursuant to which, on August 13, 2003, we issued $150,000,000 of 9½% Senior Subordinated Notes due 2010. The notes issued on August 13, 2003 are called the “initial notes.” On October 14, 2003, we exchanged the initial notes for $150,000,000 of new 9½% Senior Subordinated Notes due 2010, which we refer to herein as the “initial exchange notes,” with substantially identical terms that were registered under the Securities Act and are freely tradable. The old notes, the new notes and the initial exchange notes are called collectively the “notes.” •   The new notes, together with any old notes not exchanged in the exchange offer and the initial exchange notes, will constitute a single class of debt securities under the indenture. •   We will exchange all outstanding old notes that you validly tender and do not validly withdraw before the exchange offer expires for an equal principal amount of new notes. •   The exchange offer expires at 5:00 p.m., New York City time, on             , 2004, unless extended. We do not currently intend to extend the exchange offer. •   Tenders of outstanding old notes may be withdrawn at any time prior to the expiration of the exchange offer. •   The exchange of outstanding old notes for new notes will not be a taxable event for U.S. federal income tax purposes. •   We will not receive any proceeds from the exchange offer

Terms of the New 9½% Senior Subordinated Notes Offered in the Exchange Offer

Maturity •   The new notes will mature on August 15, 2010. Interest •   Interest on the new notes is payable on February 15 and August 15 of each year, beginning February 15, 2004. •   Interest will accrue from August 13, 2003. Redemption •   We may redeem the notes, in whole or in part, on or after August 15, 2007. We may redeem the notes in whole prior to that date pursuant to the make-whole provisions described in this prospectus. •   In addition, on or prior to August 15, 2006, we may redeem up to $63.0 million of the notes using the net proceeds of one or more qualified equity offerings. Change of Control •   Upon a change of control, you may require us to repurchase all or a portion of your notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest. Ranking •   The new notes and the guarantees will be our and the applicable guarantors’ unsecured senior subordinated obligations. •   The new notes will rank junior to all of our and the guarantors’ existing and future senior indebtedness. The new notes will be guaranteed on a senior subordinated basis by certain of our current and future restricted domestic subsidiaries.

See “ Risk Factors” beginning on page 11 for a discussion of factors you should consider before deciding to exchange your old notes for the new notes.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives the new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for the old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

The date of this prospectus is             , 2003

TABLE OF CONTENTS

	Page
FORWARD-LOOKING STATEMENTS	i
INDUSTRY AND MARKET DATA	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	11
EXCHANGE OFFER	22
USE OF PROCEEDS	29
CAPITALIZATION	30
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA	31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
BUSINESS	53
MANAGEMENT	69
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	77
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	79
DESCRIPTION OF OTHER INDEBTEDNESS	82
DESCRIPTION OF THE NEW NOTES	86
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	124
PLAN OF DISTRIBUTION	124
LEGAL MATTERS	125
INDEPENDENT AUDITORS	125
WHERE YOU CAN FIND MORE INFORMATION	125
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES	F-1
LETTER OF TRANSMITTAL	A-1

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements give our current expectations or forecasts of future events. All statements other than statements of current or historical fact contained in this prospectus, including statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “will” and similar expressions, as they relate to us, are intended to identify forward-looking statements. In particular, these include, among other things, statements relating to:

• our significant indebtednesses and ability to incur substantially more debt;

• our future cash flow and earnings;

• our ability to meet our debt obligations;

• our ability to increase our market share;

• our ability to retain our significant customers;

• our ability to identify suitable acquisition candidates or joint venture relationships for expansion, to consummate these transactions on favorable terms and to achieve satisfactory operating results from the acquired businesses;

• our ability to avoid unforeseen material liabilities as a result of acquiring new companies;

• our ability to manage business growth and diversification and the effectiveness of our information systems;

• our ability to process data and enhance our information systems to deliver streamlined patient care and outcome reporting;

• our ability to compete in our industry;

• possible litigation;

• the effects of increased costs of professional and general liability insurance;

• our ability to attract and retain qualified management personnel;

• the effects of general industry and economic conditions, including declines in nationwide employment levels and rates of workforce injuries;

• the impact of changes in, and restrictions imposed by, laws and regulations affecting the workers’ compensation, insurance and healthcare industries;

• the effects of significant negative publicity of the managed care industry;

• the impact of any reduction of costs associated with workers’ compensation claims; and

• performance of early intervention services and other future cost containment initiatives undertaken by state workers’ compensation commissions and other third-party payors.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. They can be affected by inaccurate assumptions we might make or by known or unknown risks, uncertainties and assumptions, including the risks, uncertainties and assumptions described in “Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-looking statements in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this prospectus.

Our forward-looking statements speak only as of the date made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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INDUSTRY AND MARKET DATA

Industry and market data used throughout this prospectus were obtained from our own research, studies conducted by third parties and industry and general publications published by third parties and, in some cases, was derived from management estimates based on its knowledge of the industry and other knowledge. We have not independently verified market and industry data from third-party sources and we make no representations as to the accuracy of such information. While we believe internal company estimates are reliable and market definitions appropriate, they have not been verified by any independent sources and we make no representations as to the accuracy of such estimates.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus. This summary is not complete and may not contain all of the information that you should consider before deciding to exchange your old notes for new notes. You should read this entire prospectus carefully, including the “Risk Factors” section and the consolidated financial statements included elsewhere in this prospectus. Unless the context otherwise requires, references to “we,” “us,” or “our” refer to Concentra Inc., Concentra Operating Corporation and their subsidiaries.

Our Company

We are a leading provider of workers’ compensation and other occupational healthcare services in the United States. We offer our customers a broad range of services designed to improve patient recovery and to reduce the total costs of healthcare. In 2002, we serviced over five million patient visits, reviewed and repriced over $10.0 billion in medical bills and managed or reviewed over 337,000 cases. Our initial treatment of workplace injuries and illnesses accounts for approximately 7% of total reported workplace injuries in the United States. The knowledge we have developed in improving workers’ compensation results for our customers has enabled us to expand successfully into other industries, such as group health and auto insurance, where payors of healthcare and insurance benefits are also seeking to reduce costs. For the twelve months ended September 30, 2003, we generated revenue of $1,031.4 million.

We believe we are the largest outsource provider of occupational healthcare improvement and cost containment services in the nation. Through our nationwide network of occupational healthcare centers, we serve employers who have more than 122,000 locations. We also provide services to over 3,500 insurance companies, group health plans, third party administrators and other healthcare payors. These payors and our employer customers provide virtually all of our revenue, with less than 0.1% of our revenue derived from Medicare or Medicaid reimbursement.

We provide our services through three operating segments: Health Services, Network Services and Care Management Services. Through our Health Services segment we treat workplace injuries and perform other occupational healthcare services. We provide these services through our 247 owned and managed centers, located in 79 markets within 34 states at September 30, 2003. Our services at these centers are performed by approximately 550 affiliated primary care physicians, as well as affiliated physical therapists, nurses and other healthcare providers. Our Network Services segment offers services designed to assist insurance companies and other payors in the review and reduction of the bills they receive from medical providers. During 2002, we estimate that this segment enabled our customers to eliminate approximately $1.5 billion in excess costs. Our Care Management Services segment offers services designed to monitor cases and facilitate the return to work of injured employees who have been out of work for an extended period of time due to a work-related illness or injury.

The following chart provides an overview of our services and customer markets:

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Industry Overview

Workers’ Compensation and Other Occupational Healthcare.    Workers’ compensation legislation in the United States generally requires employers, either directly or indirectly through the use of insurance, to fund the total costs of an employee’s medical treatment and all lost wages, legal fees and other costs associated with a work-related injury or illness. In addition, workers’ compensation programs vary among jurisdictions, making it difficult for insurance companies and multi-state employers to adopt uniform policies to administer, manage and control the costs of benefits across states. As a result, managing the cost of workers’ compensation requires approaches that are tailored to the specific regulatory environments in which the employer operates. As distinguished from providers who do not specialize in workers’ compensation and occupational healthcare services, we believe our focus on these services enables us to more efficiently manage the regulatory complexities and cost-saving interests of employers and payors.

According to the National Safety Council, total workers’ compensation costs to employers in the United States exceeded $132.1 billion in 2001, with approximately 65% of those costs related to wages and lost productivity. In recent years, premiums paid by employers for workers’ compensation insurance have risen significantly. Although total U.S. workers’ compensation costs have increased, work-related injury rates have decreased in past years due to improvements in workplace safety and general shifts in job composition toward less physical work activities. Historically, steady increases in the overall size of the workforce have partially offset these lower injury rates. We believe the market for workers’ compensation and occupational healthcare will grow in future years due primarily to the following factors:

• premium increases for workers’ compensation insurance;

• broader definitions of work-related injuries and illnesses covered by workers’ compensation laws;

• the shifting of medical costs from group health plans to the workers’ compensation system as the result of an increase in the number of uninsured individuals and the first dollar coverage provided in workers’ compensation programs;

• an aging work force;

• medical cost inflation;

• the under-utilization to date of comprehensive cost containment programs in the workers’ compensation industry; and

• the recovery of employment growth rates within the United States.

Non-injury occupational healthcare services include physical examinations, drug and alcohol testing, functional capacity testing and other related programs designed to meet specific employer or regulatory requirements. Non-injury occupational healthcare services also include programs to assist employers in complying with certain federal and state health and safety requirements.

Group Health and Auto Injury.    In recent years, we have leveraged our extensive workers’ compensation experience to successfully expand our services into the group health and auto injury markets. According to the Centers for Medicare and Medicaid Services, private health insurance expenditures for personal healthcare in the United States were estimated to total over $550.0 billion in 2002. Healthcare payors are exposed to high costs in particular when medical care under a group health plan is delivered outside of a healthcare payor’s geographic coverage area or outside its network of providers. Non-network healthcare claims experience a greater incidence of over-utilization of care, excessive charges for care and billing errors than contracted or in-network claims. As a result of these trends, payors are increasingly seeking ways to reduce their exposure to these adverse costs. We provide our cost containment services to group health customers by analyzing and applying cost savings techniques to such claims. Similarly, auto insurance carriers have experienced increased costs associated with the reimbursement of medical expenses, lost wages and other essential services associated with personal injury protection coverage. In most states, independent medical examinations and peer reviews are the primary mechanisms used to manage the care rendered to individuals injured in auto accidents. We provide these and other cost containment services to our auto insurance customers.

Our Competitive Strengths

We believe that we are distinguished by the following competitive strengths:

Leadership in Workers’ Compensation and Occupational Healthcare.    We believe we are the nation’s largest provider specializing in the treatment of workplace injuries and other occupational healthcare needs. In 2002, we serviced over five million patient visits, accounting for approximately 7% of total workplace injuries in the United States. Our extensive treatment, bill review

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and care management experience, as well as our clinicians’ principal focus on occupational healthcare, enable us to deliver high-quality results and reduce workers’ compensation costs for our customers.

Demonstrated Superior Clinical Expertise and Outcomes.    We have developed a comprehensive set of clinical protocols for occupational injuries by collecting and analyzing data regarding treatment methodologies and outcomes achieved. By applying these clinical protocols consistently across our organization, we have produced superior patient outcomes and generated significant cost savings for our customers. For example, workplace injury patients we treated in 2001 were able to return to work in an average of 17 days, versus the national average of 23 days, as reported by the National Safety Council in 2001. Our track record of superior clinical outcomes allows us to demonstrate the value of our services to our current and prospective customers.

National Service Network.    As of September 30, 2003, we operated 247 dedicated occupational healthcare centers across the United States, which we believe is the broadest national network of centers in the workers’ compensation industry. We have operations in 34 states, giving us a regional presence in 79 markets. In addition, to address the needs of large employers whose workforce extends beyond the geographic coverage of our centers, we expand the reach of our service offerings by giving these employers access to an additional network of select occupational healthcare providers. These providers use our proprietary software to benchmark treatment methodologies and outcomes achieved, thereby extending the delivery of consistent, high quality health services to our customers. We believe that our numerous centers and our broad geographic reach provide us with an advantage in serving national customers over single-market or regional service providers.

Comprehensive Scope of Services.    Our broad service offerings enable us to offer our customers a single source for workers’ compensation, group health and auto injury outcomes improvement and cost containment services. Our product offerings cover the continuum of services required to process a healthcare claim from the initial incident through its final resolution. For example, our Health Services segment provides services at the outset of a claim, including initial treatment and follow-up care. Through our Network Services segment we review healthcare bills to recover excess costs incurred on patient care, including cases in which a patient is treated by a non-network provider or a provider with whom the insurance company does not have a negotiated billing rate. Our Care Management Services segment helps our customers minimize the costs associated with workers’ compensation cases where workplace injuries or illnesses prevent employees from returning to work for an extended period of time. During 2002, we estimate that we enabled our customers to eliminate more than $1.5 billion in excess costs by using our combined service offerings.

Effective Use of Technology.    We have developed and maintain sophisticated information systems and an extensive, proprietary database of patient outcomes, disability management information, treatment protocols and complex regulatory provisions governing the workers’ compensation market. These resources currently enable us to generate cost savings for our customers by promptly identifying and addressing care being provided outside of recommended treatment parameters and generally reducing medical and administrative costs. In addition, our information systems enable us to automate certain administrative complexities in the markets we serve and allow our customers to more easily access the range of products and services we offer. These and other uses of technology enable us to deliver superior service quality and cost savings to our customers, as well as optimize our own operating efficiencies.

Established Base of Blue Chip Customers.    Through our nationwide network of centers, we serve employers who have over 122,000 locations. We also provide services to over 3,500 insurance companies, group health plans, third party administrators and other healthcare payors. Nevertheless, no single customer represents more than 5% of our total annual revenue. We believe that we have been able to establish our strong customer base and achieve a solid rate of customer retention due to the significant name recognition that Concentra has achieved in the marketplace and due to our high quality performance.

Strong Cash Flow Generation.    We believe our strong operating cash flow substantially enhances our competitive position in the markets we serve. During the twelve-month period ended September 30, 2003, we had cash flow from operating activities of $80.2 million. Our cash flow from operating activities is primarily a result of our focus on superior clinical care and outcomes, our economies of scale and our advanced information systems. In addition, we believe our strong operating cash flow strengthens our ability to fund organic and external growth initiatives, which enhances our competitiveness relative to our smaller, regional competitors.

Our Business Strategy

Our goal is to further establish ourselves as a leading provider of healthcare outcomes improvement and cost containment services. We intend to achieve this goal by pursuing the following strategies:

Actively Target New Health Services Customers.    We intend to continue to expand our Health Services operations by utilizing advanced database research techniques to identify potential new customers and new locations for our facilities. Qualified customers that could benefit from the services offered by one of our existing facilities are called on by one of our 300-person Health Services sales force. We also have a dedicated business development team that will continue to build and selectively acquire facilities in identified new and existing markets. By giving new customers access to high quality physicians employed by our affiliated physician

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groups, highly trained personnel and experience-based protocols, we intend to grow our patient visits and enhance our industry-leading position in occupational healthcare services.

Intensify the Marketing of Our Network Services and Care Management Services.    We believe that multi-state insurance carriers, third party administrators and self-funded employers will continue to seek innovative ways to address rising healthcare and workers’ compensation costs, and will increasingly seek to outsource outcomes improvement and cost containment services to third parties. Across our three business segments, we have built a continuum of services that responds to these outsourcing needs. We intend to build on our reputation as a leading provider of workers’ compensation services to expand our network services and care management services by intensifying our marketing of these services to payors in the group health marketplace. We believe that our size and experience in the workers’ compensation industry has allowed us to build awareness and credibility with this customer base. In addition, we believe that our significant visibility among key decision makers within these organizations will enhance our ability to expand the services we provide these current and potential customers through our Network Services and Care Management Services segments. We believe that our growth will be further enhanced as our multi-state customers, in turn, gain market share, due in part to the outcomes and efficiencies they enjoy by using our services.

Continue Investing in Technology To Broaden Our Service Offerings and Increase Profitability.    We have used technology effectively to deliver and demonstrate better outcomes at a more efficient cost. We intend to continue to invest in technology to identify and deliver further improvements in the treatment, management and administrative oversight of medical cases, thereby creating additional revenue opportunities for us from this proprietary resource. In 2002, we acquired a proprietary information system that allows our customers to track all aspects of services provided in the management of a given claim. In addition, we enhanced our bill repricing services by increasing the degree of automation in our bill review processes. We also intend to continue building electronic interfaces with payors in an effort to reduce their administrative burdens and reduce our operating expenses. Additionally, we will use our web-based applications to facilitate a payor’s ability to eliminate many costs associated with the management of its current paper-intensive claims process while making it easier for it to utilize our medical and disability cost management services.

Profitably Expand Our Outsourcing Services into the Group Health Market.    We intend to expand our presence in the group health industry. Historically, our focus in this industry has been in services designed to reduce and limit non-network medical costs. We believe that we are the largest outsource provider of these services in the nation today, managing over $4.5 billion annually in medical claim volume. In late 2001, we expanded the services we perform for this industry to include network management services, consisting of processes required to maintain numerous preferred provider and other managed care networks. Our services enable payors to outsource components of the network management function, namely contract repricing and provider file management, in order to improve payment accuracy and cycle times, eliminate redundant costs and improve network management efficiency. We also provide complementary services that reduce the medical and administrative costs associated with network and non-network medical care and assist our customers in meeting automatic claim-adjudication objectives. We believe we are uniquely positioned to capture greater market share as demand for such strategic outsourcing services grows.

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The Exchange Offer

On November 20, 2003, we completed a private offering of the old notes. We entered into a registration rights agreement with the initial purchasers in the private offering in which we agreed to effect this exchange offer.

Exchange Offer	We are offering to exchange new notes for old notes.
Expiration Date	The exchange offer will expire at 5:00 p.m. New York City time, on                 , 2004, unless we decide to extend it. We do not currently intend to extend the exchange offer.
Condition to the Exchange Offer	The registration rights agreement does not require us to accept old notes for exchange if the exchange offer or the making of any exchange by a holder of the old notes would violate any applicable law or interpretation of the staff of the Securities and Exchange Commission (the “SEC” or the “Commission”). A tender of a minimum aggregate principal amount of old notes is not a condition to the exchange offer.
Procedures for Tendering Old Notes	To participate in the exchange offer, you must follow the procedures established by The Depository Trust Company, which we call “DTC,” for tendering old notes held in book-entry form. These procedures, which we call “ATOP,” require that the exchange agent receive, prior to the expiration date of the exchange offer, a computer generated message known as an “agent’s message” that is transmitted through DTC’s automated tender offer program and that DTC confirm that: •      DTC has received your instructions to exchange your old notes, and •      you agree to be bound by the terms of the letter of transmittal. For more details, please read “Exchange Offer—Terms of the Exchange Offer” and “—Procedures for Tendering.”
Guaranteed Delivery Procedures	None.
Withdrawal of Tenders	You may withdraw your tender of old notes at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw, you must have delivered a written or facsimile transmission notice of withdrawal, in compliance with the requirements of Rule 14d-7 of the Exchange Act, to the exchange agent at its address indicated on the cover page of the letter of transmittal before 5:00 p.m., New York City time, on the expiration date of the exchange offer.
Acceptance of Old Notes and Delivery of New Notes	If you fulfill all conditions required for proper acceptance of old notes, we will accept any and all old notes that you properly tender in the exchange offer on or before 5:00 p.m. New York City time on the expiration date. We will return any old notes that we do not accept for exchange to you without expense as promptly as practicable after the expiration date. We will deliver the new notes as promptly as practicable after the expiration date and acceptance of the old notes for exchange. Please refer to the section in this prospectus entitled “Exchange Offer—Terms of the Exchange Offer.”

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Accrued Interest on New Notes and Old Notes	The new notes will bear interest from August 13, 2003. Holders of old notes whose old notes are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on such old notes and will instead receive interest payable on the new notes issued in the exchange. Interest on each new note will accrue from the last interest payment date on which interest was paid on the old note surrendered in exchange therefor or, if no interest has been paid on such old note, from the date of issue of the initial notes.
Resale	We believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by you (unless you are an “affiliate” of ours within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, so long as you are acquiring the new notes in the ordinary course of your business and you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new notes. Each participating broker-dealer that receives new notes for its own account under the exchange offer in exchange for old notes that were acquired by the broker-dealer as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.” Any holder of old notes who: •      is our affiliate; •      does not acquire new notes in the ordinary course of its business; or •      exchanges old notes in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of new notes
	must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the new notes.
Fees and Expenses	We will bear all expenses related to the exchange offer. Please refer to the section in this prospectus entitled “Exchange Offer—Fees and Expenses.”
Use of Proceeds	The issuance of the new notes will not provide us with any new proceeds. We are making this exchange offer solely to satisfy our obligations under our registration rights agreement. Please refer to the sections entitled “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a discussion of our use of the proceeds from the issuance of the old notes.
Consequences of Failure to Exchange Old Notes	If you do not exchange your old notes in this exchange offer, you will no longer be able to require us to register the old notes under the Securities Act except in the limited circumstances provided under our registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the old notes unless we have registered the old notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.

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United States Federal Income Tax Considerations

The exchange of new notes for old notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please read “United States Federal Income Tax Considerations.”

Exchange Agent

We have appointed The Bank of New York as exchange agent for the exchange offer. You should direct questions and requests for assistance and requests for additional copies of this prospectus (including the letter of transmittal) to the exchange agent addressed as follows: The Bank of New York, Corporate Trust Operations Reorganization Unit, 101 Barclay Street, 7 East, New York, New York 10286, Attention: Corporate Trust Operations Reorganization Unit. Eligible institutions may make requests by facsimile at 212-298-1915.

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Terms of the New Notes

The new notes will be identical to the old notes except that the new notes are registered under the Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest and will contain different administrative terms. The new notes will evidence the same debt as the old notes, and the same indenture will govern the new notes and the old notes.

The following summary contains basic information about the new notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the new notes, please refer to the section of this document entitled “Description of the New Notes.”

Issuer	Concentra Operating Corporation.
Securities Offered	$30,000,000 aggregate principal amount of 9½% Senior Subordinated Notes due 2010.
Maturity Date	August 15, 2010.
Interest Payment Dates	February 15 and August 15 of each year, commencing on February 15, 2004.
Guarantees	The new notes will be guaranteed, jointly and severally, on a senior subordinated basis, by certain of our current and future domestic subsidiaries, other than certain permitted joint venture subsidiaries. Any future foreign subsidiaries or receivables entities will not guarantee the new notes unless they guarantee other debt of ours or our domestic subsidiaries. For the year ended December 31, 2002 and the nine months ended September 30, 2003, our non-guarantor subsidiaries generated approximately 7.4% and 7.9% of our consolidated revenue, respectively.
Ranking	The new notes and guarantees will be our and our applicable guarantors’ unsecured senior subordinated obligations. The new notes and the guarantees will rank:
	•      junior to all of our and the guarantors’ existing and future senior indebtedness, including the indebtedness under our credit facility;
	•      equally with all of our and the guarantors’ existing and future senior subordinated indebtedness, including the initial exchange notes, the old notes and our existing 13% senior subordinated notes; and
	•      senior to all of our and the guarantors’ existing and future subordinated indebtedness.
	In addition, the new notes will be effectively subordinated to the existing and future liabilities of our subsidiaries that are not providing guarantees.
	As of September 30, 2003, after giving pro forma effect to the offering of the old notes, the notes would have ranked junior to approximately $335.7 million of senior indebtedness, all of which would have been secured, and our non-guarantor subsidiaries would have had approximately $3.3 million of liabilities (excluding intercompany liabilities) that would have been structurally senior to the notes. See “Description of the New Notes—Subordination.”
Optional Redemption	We may redeem all or a portion of the notes at any time on or after August 15, 2007 at the redemption prices described in this prospectus, plus accrued and unpaid interest to the date of redemption.
	We may redeem all of the notes at any time prior to August 15, 2007 at a redemption price equal to 100% of the principal amount of the notes, plus the applicable premium described in this prospectus, plus accrued and unpaid interest to the date of redemption.

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	In addition, at any time prior to August 15, 2006, we may redeem up to 35% of the aggregate principal amount of the notes (including any additional notes of the same series that we may issue in the future) with the net proceeds of certain equity offerings at the redemption price described in this prospectus, plus accrued and unpaid interest to the date of redemption.
Change of Control	If we experience a change of control, we will be required to make an offer to repurchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. The term “change of control” is defined in the “Description of the New Notes—Change of Control” section of this prospectus.
Restrictive Covenants	The indenture governing the notes contains covenants that limit our ability, and the ability of our restricted subsidiaries, to:
	•      incur or guarantee additional indebtedness and issue certain preferred stock;
	•      pay dividends or make distributions to our stockholders;
	•      repurchase or redeem capital stock or subordinated indebtedness;
	•      make investments;
	•      create liens;
	•      incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us;
	•      enter into transactions with our affiliates; and
	•      merge or consolidate with other companies or transfer all or substantially all of our assets.
	These covenants are subject to important exceptions and qualifications, which are described under “Description of the New Notes—Certain Covenants.”
Transfer Restrictions; Absence of a Public Market for the New Notes	The new notes will be a new issue of debt securities of the same class as the initial exchange notes and will generally be freely transferable. Notwithstanding the foregoing, we cannot assure you as to the development of an active market for the notes or their liquidity. We do not intend to apply for listing of the notes on any securities exchange or any automated dealer quotation system

Risk Factors

You should consider carefully the information set forth under the caption “Risk Factors” and all other information set forth in this prospectus before deciding whether to exchange your old notes for the new notes.

Corporate Information

Our headquarters are located at 5080 Spectrum Drive, Suite 400, West Tower, Addison, Texas 75001 and our telephone number is 1-800-232-3550. Concentra Operating Corporation is a Nevada corporation formed in 1999.

Summary Consolidated Financial Data

The following table provides a summary of certain historical consolidated financial data of Concentra Operating Corporation and its subsidiaries. The summary historical consolidated financial data as of and for each of the years ended December 31, 2000, 2001 and 2002 have been derived from our audited consolidated financial statements. The summary historical consolidated financial

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data as of and for the nine months ended September 30, 2002 and 2003 have been derived from our unaudited consolidated condensed financial statements, which were prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, include all adjustments considered necessary for a fair presentation of our financial position and results of operations for such periods. The summary financial data for the twelve months ended September 30, 2003 were derived by adding our financial data for the year ended December 31, 2002 to our unaudited financial data for the nine months ended September 30, 2003, and subtracting our financial data for the nine months ended September 30, 2002. We included the summary consolidated financial data for the twelve months ended September 30, 2003 because we believe it provides useful information to investors regarding our current financial trends, which have been impacted by recent changes in general industry and economic conditions, certain increases in our market share and the integration of our recent acquisitions. The results from any interim period are not necessarily indicative of the results that may be expected for a full fiscal year. Historical results are not necessarily indicative of the results to be expected in the future.

The information presented below should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements included elsewhere in this prospectus.

	Years Ended December 31,									Nine Months Ended September 30,						Twelve Months Ended September 30,
	2000			2001			2002			2002			2003			2003
	(dollars in thousands)
Statement of Operations Data:
Revenue:
Health Services	$	409,738		$	443,321		$	471,968		$	354,728		$	379,906		$	497,146
Network Services		162,596			185,267			230,299			168,653			188,879			250,525
Care Management Services		189,905			228,315			296,783			225,577			212,496			283,702
Total revenue		762,239			856,903			999,050			748,958			781,281			1,031,373
Cost of services:
Health Services		335,939			375,565			406,164			302,152			310,686			414,698
Network Services		100,741			110,187			138,218			103,750			106,311			140,779
Care Management Services		170,899			200,166			267,054			201,525			188,496			254,025
Total cost of services		607,579			685,918			811,436			607,427			605,493			809,502
Gross profit		154,660			170,985			187,614			141,531			175,788			221,871
General and administrative expenses		66,491			81,631			106,222			77,505			89,937			118,654
Amortization of intangibles		14,628			15,746			3,776			2,716			2,971			4,031
Unusual charges (gains)		—			546			(1,200	)		—			—			(1,200	)
Charges for acquisition of affiliate		—			5,519			—			—			—			—
Operating income		73,541			67,543			78,816			61,310			82,880			100,386
Interest expense, net		67,984			66,398			63,582			48,555			42,944			57,971
(Gain) loss on change in fair value of hedging arrangements		9,586			13,602			7,589			8,896			(9,869	)		(11,176	)
Loss on early retirement of debt		—			—			7,894			7,381			7,837			8,350
Loss on acquired affiliate, net of tax		262			5,833			—			—			—			—
Other, net		(1,931	)		(3,640	)		(1,275	)		(1,420	)		2,187			2,332
Income (loss) before taxes and cumulative effect of accounting change		(2,360	)		(14,650	)		1,026			(2,102	)		39,781			49,909
Provision for income taxes		4,362			3,757			4,579			1,443			5,626			8,762
Income (loss) before cumulative effect of accounting change		(6,722	)		(18,407	)		(3,553	)		(3,545	)		34,155			34,147
Cumulative effect of accounting change, net of tax		2,817			—			—			—			—			—
Net income (loss)	$	(9,539	)	$	(18,407	)	$	(3,553	)	$	(3,545	)	$	34,155		$	34,147
Other Financial Data:
Cash flows provided by (used in):
Operating activities	$	36,166		$	79,451		$	55,966		$	26,368		$	50,572		$	80,170
Investing activities		(39,756	)		(151,908	)		(36,285	)		(28,441	)		(26,198	)		(34,042	)
Financing activities		4,301			66,325			(9,629	)		3,714			(31,132	)		(44,475	)

	At December 31,							At September 30, 2003
	2000			2001		2002		Actual		As Adjusted
	(dollars in thousands)
Balance Sheet Data:
Working capital	$	123,676		$	86,315	$	113,632	$	129,142	$	107,531
Total assets		692,899			880,024		888,638		903,779		897,632
Total debt		561,562			562,481		479,826		628,194		660,144
Total stockholder’s equity (deficit)		(5,329	)		86,705		176,771		73,000		21,212

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RISK FACTORS

The value of an investment in the new notes will be subject to the significant risks inherent in our business. You should carefully consider the risks and uncertainties described below and other information included in this prospectus before deciding whether to participate in the exchange offer. If any of the events described below occur, our business and financial results and our ability to make payment obligations pursuant to the new notes could be adversely affected in a material way. Additional risks and uncertainties, including those that are not yet identified or that we currently believe are immaterial, may also adversely affect our business, financial condition or results of operations.

Risks Relating to Our Indebtedness

Our significant indebtedness could limit our ability to successfully operate our business and prevent us from fulfilling our obligations under the new notes.

We are substantially leveraged and will continue to have significant indebtedness following this offering. As of September 30, 2003, on a pro forma basis after giving effect to the use of proceeds of this offering and cash on hand, we would have had total debt outstanding of approximately $660.1 million, or approximately 96.9% of our total capitalization. In addition, we would have had approximately $14.2 million of letters of credit issued for our account and approximately $85.8 million of additional availability under our revolving credit facility.

Our substantial level of indebtedness increases the possibility that we may not generate cash sufficient to pay, when due, interest on or other amounts due in respect of our indebtedness. The degree to which we are leveraged could have other important consequences to you, including the following:

• we must dedicate a substantial portion of our cash flows from operations to the payment of our indebtedness, reducing the funds available for our operations or to pursue other opportunities;

• some of our borrowings are, and will continue to be, at variable rates of interest, which may result in higher interest expense in the event of increases in interest rates;

• we may be more highly leveraged than some of our competitors, which could place us at a competitive disadvantage;

• our degree of leverage may make us more vulnerable to a downturn in our business or the economy generally;

• our debt level could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

• our leverage may impair our ability to borrow money in the future.

Despite our current levels of indebtedness, we still may be able to incur substantially more debt. This could further increase the risks described above.

We may be able to incur substantial additional indebtedness in the future. Although the terms of our financing arrangements, including the indentures governing the notes and our existing 13% senior subordinated notes and the credit agreement governing our credit facility, contain restrictions on the incurrence of indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we could incur substantial indebtedness in compliance with these restrictions. Furthermore, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness, as defined in the applicable agreement. If new debt is added to our current debt levels, the risks described above could intensify. See “Capitalization,” “Selected Historical Consolidated Financial Data,” “Description of Other Indebtedness” and “Description of the New Notes.”

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and refinance our indebtedness, including the notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. As of September 30, 2003, on a pro forma basis after giving effect to the offering of the old notes and the use of proceeds thereof and cash on hand, as described in “Use of Proceeds,” which we refer to herein as the “Transactions,” we would have had a ratio of pro forma earnings to fixed charges of 1.7x. We cannot assure you that our business will generate sufficient cash flow from operations, that we will realize operating improvements on schedule or that future borrowings will be available to us under our credit facility in an amount sufficient to enable us to pay our

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indebtedness, including the notes, or to fund our other liquidity needs. If we are unable to satisfy our debt obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot assure you that any refinancing or restructuring would be possible, that any assets could be sold or, if sold, the timing of the sales and the amount of proceeds realized from those sales, or that additional financing could be obtained on acceptable terms.

Risks Relating to the Exchange Offer and the Notes

If you do not properly tender your old notes, you will continue to hold unregistered old notes and your ability to transfer old notes will be adversely affected.

We will only issue new notes in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely tender of the old notes and carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes.

If you do not exchange your old notes for the new notes pursuant to the exchange offer, the old notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register old notes under the Securities Act unless our registration rights agreement with the initial purchasers of the old notes requires us to do so. Further, if you continue to hold any old notes after the exchange offer is consummated, you may not be able to sell the old notes because there will be fewer old notes outstanding.

Your right to receive payments on the notes is junior to most of our existing indebtedness and possibly most of our future borrowings. Further, the subsidiary guarantees will be junior to most of the subsidiary guarantors’ existing indebtedness and possibly to all of their future borrowings. Additionally, claims of creditors of our non-guarantor subsidiaries will generally have priority with respect to the assets and earnings of those subsidiaries over claims of holders of the notes.

The notes and the subsidiary guarantees will be subordinated to the prior payment in full of our and the subsidiary guarantors’ current and future senior debt. As of September 30, 2003, on a pro forma basis after giving effect to the Transactions, we would have had approximately $335.7 million of senior debt outstanding and would have had approximately $85.8 million of additional revolving loan availability under our credit facility. Because the notes are unsecured and because of the subordination provisions of the notes, upon any distribution to our creditors or the creditors of any of our subsidiary guarantors in a bankruptcy or similar proceeding relating to us or any subsidiary guarantor, the holders of our senior indebtedness and the senior indebtedness of our subsidiary guarantors will be entitled to be paid in full in cash before any payment may be made with respect to the notes or any subsidiary guarantees. We cannot assure you that sufficient assets will remain after all these payments have been made to make any payments on the notes, including payments of interest. Also, because of these subordination provisions, you may recover less ratably than our other creditors in a bankruptcy or similar proceeding, including trade creditors. In addition, all payments on the notes and any subsidiary guarantees will be blocked in the event of a payment default on Designated Senior Indebtedness (as defined in “Description of the New Notes—Certain Definitions”), which includes borrowings under our credit facility, and may be prohibited for up to 179 consecutive days each year in the event of certain non-payment defaults on Designated Senior Indebtedness. See “Description of the New Notes—Subordination.”

In addition, not all of our subsidiaries are guaranteeing the notes, and these non-guarantor subsidiaries are permitted to incur additional indebtedness under the indenture. Claims of creditors of our non-guarantor subsidiaries, including trade creditors, secured creditors and creditors holding indebtedness or guarantees issued by those subsidiaries, will generally have priority with respect to the assets and earnings of those subsidiaries over the claims of our creditors, including holders of the notes, even if the obligations of those subsidiaries do not constitute senior indebtedness. As of September 30, 2003, after giving effect to the Transactions, our non-guarantor subsidiaries would have had approximately $3.3 million of liabilities (excluding intercompany liabilities) and would have held approximately 6.0% of our consolidated assets. For the year ended December 31, 2002 and the nine months ended September 30, 2003, our non-guarantor subsidiaries generated approximately 7.4% and 7.9% of our consolidated revenue, respectively.

Our historical consolidated financial information included in this prospectus, our pro forma financial information included in this prospectus and our historical financial statements included in this prospectus and filed with the SEC as part of our quarterly and annual reports are presented on a consolidated basis, including both our guarantor and non-guarantor subsidiaries.

The notes are not secured by our assets nor those of our subsidiary guarantors, and the lenders under our credit facility will be entitled to remedies available to a secured lender, which gives them priority over you to collect amounts they are due.

In addition to being subordinated to all our existing and future senior debt, the notes and the subsidiary guarantees are not secured by any of our assets. Our obligations under our credit facility are secured by, among other things, substantially all the personal

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property assets and owned real properties of each of our existing and subsequently acquired or organized material domestic subsidiaries (and, to the extent no adverse tax consequences will result, foreign subsidiaries). If we become insolvent or are liquidated, or if there is a default under our credit facility, the lenders under our credit facility will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to our credit facility). Upon the occurrence of any default under our credit facility (and even without accelerating the indebtedness under our credit facility), the lenders may be able to prohibit the payment of the notes and subsidiary guarantees either by limiting our ability to access our cash flow or under the subordination provisions contained in the indenture governing the notes. Moreover, the assets that secure our credit facility or any other secured debt will not be available to you in the event of a bankruptcy, liquidation or similar circumstance of the related obligor until we have fully repaid all amounts due under our secured debt. See “Description of Other Indebtedness” and “Description of the New Notes.”

The terms of our credit facility and the indenture governing the notes impose many restrictions on us.

The terms of our credit facility and the indenture governing the notes contain, and any future indebtedness of ours would likely contain, a number of restrictive covenants that will impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

• incur or guarantee additional indebtedness or issue certain preferred stock;

• pay dividends or make distributions to our stockholders;

• repurchase or redeem capital stock or subordinated indebtedness;

• make investments;

• create liens;

• enter into transactions with our affiliates;

• enter into sale and leaseback transactions; and

• merge or consolidate with other companies or transfer all or substantially all of our assets.

Our credit facility also requires us to maintain certain financial ratios, which become more restrictive over time. As a result of these covenants and ratios, we are limited in the manner in which we conduct our business, and may be unable to engage in favorable business activities or finance future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully operate our business and prevent us from fulfilling our obligations under the notes.

A failure to comply with the covenants or financial ratios contained in our credit facility could lead to an event of default. In the event of any default under our credit facility, the lenders under our credit facility will not be required to lend any additional amounts to us and could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable, require us to apply all of our available cash to repay these borrowings or prevent us from making debt service payments on our notes, any of which could result in an event of default under the notes. An acceleration of indebtedness under the credit facility would also likely result in an event of default under the terms of any other financing arrangement we had outstanding at the time, including with respect to the notes and our existing 13% senior subordinated notes. If any or all of our debt were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. See “Description of Other Indebtedness” and “Description of the New Notes.”

Notwithstanding the restrictions on our ability to pay dividends, repurchase capital stock and make certain other restricted payments, we have accumulated, and will continue to have after the Transactions, a significant basket to make such restricted payments under the indentures governing the notes and our existing 13% senior subordinated notes.

We may be unable to repay or repurchase the notes.

At maturity of the notes, the entire outstanding principal amount of the notes, together with accrued and unpaid interest, will become due and payable and we may not have the funds to fulfill these obligations or the ability to arrange for additional financing. If the maturity date occurs at a time when other arrangements prohibit us from repaying the notes, we would try to obtain waivers of such prohibitions from the lenders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions. If we could not obtain the waivers or refinance these borrowings, we would be unable to repay the notes.

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Further, if we experience a change of control, we will be required to make a change of control offer to repurchase the notes. A change of control would also constitute an event of default under our credit facility, providing the lenders under our credit facility with the right to accelerate our borrowings under the facility and to prevent payments in respect of the notes until outstanding borrowings under our credit facility were repaid in full. In the event of a change of control, we may not have sufficient funds to purchase all the notes and to repay the amounts outstanding under our credit facility.

A financial failure by us or any subsidiary guarantor may hinder the receipt of payment on the notes, as well as the enforcement of remedies under the subsidiary guarantees.

An investment in the notes, as in any type of security, involves insolvency and bankruptcy considerations that investors should carefully consider. If we or any of our subsidiary guarantors become a debtor subject to insolvency proceedings under the bankruptcy code, it is likely to result in delays in the payment of the notes and in the exercise of enforcement remedies under the notes or the subsidiary guarantees. Provisions under the bankruptcy code or general principles of equity that could result in the impairment of your rights include the automatic stay, avoidance of preferential transfers by a trustee or debtor-in-possession, substantive consolidation, limitations on collectibility of unmatured interest or attorneys’ fees and forced restructuring of the notes.

A financial failure by us, our parent, our subsidiaries or any other entity in which we have an interest may result in the assets of any or all of those entities becoming subject to the claims of all creditors of those entities.

A financial failure by us, our parent, our subsidiaries or any other entity in which we have an interest could affect payment of the notes if a bankruptcy court were to “substantively consolidate” us, our parent and our subsidiaries, including entities in which we have an interest but whose financial statements are not consolidated with ours. If a bankruptcy court substantively consolidated us, our parent and our subsidiaries, including entities in which we have an interest but whose financial statements are not consolidated with ours, the assets of each entity would be subject to the claims of creditors of all entities. This would expose holders of the notes not only to the usual impairments arising from bankruptcy, but also to potential dilution of the amount ultimately recoverable because of the larger creditor base. The indenture does not limit the ability of entities whose financial statements are not consolidated with ours to incur debt, which could increase this risk. Furthermore, forced restructuring of the notes could occur through the “cram-down” provision of the bankruptcy code. Under this provision, the notes could be restructured over your objections as to their general terms, primarily interest rate and maturity.

The interests of Welsh Carson, which owns a large percentage of the common stock of our parent, may not be aligned with the interests of the holders of the notes.

Currently, Welsh, Carson, Anderson & Stowe VIII, L.P. and its affiliated entities beneficially own approximately 65% of the outstanding common stock of our parent, Concentra Inc. Accordingly, Welsh Carson will be able to exert significant influence over:

• the election of our parent’s board of directors;

• our parent’s management and policies; and

• the outcome of any corporate transaction or other matter submitted to the stockholders of our parent for approval, including mergers, consolidations and the sale of all or substantially all of our parent’s assets.

These stockholders will also be able to exert significant influence over a change in control of our parent or an amendment to its certificate of incorporation or bylaws. Their interests may conflict with the interests of the holders of the notes, and they may take actions affecting us with which you disagree. See “Security Ownership of Certain Beneficial Owners and Management.”

Federal and state statutes allow courts, under specific circumstances, to void subsidiary guarantees and require holders of the notes to return payments received from subsidiary guarantors.

Certain of our existing and future domestic subsidiaries guarantee our obligations under the old notes and will guarantee our obligations under the new notes. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee could be voided or claims in respect of a subsidiary guarantee could be subordinated to all other debts of that subsidiary guarantor. A court might do so if it found that when the subsidiary entered into its guarantee or, in some states, when payments became due under the guarantee, the subsidiary received less than reasonably equivalent value or fair consideration and either:

• was insolvent or rendered insolvent by reason of the incurrence;

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• was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they mature.

The court might also void a subsidiary guarantee, without regard to the above factors, if the court found that the subsidiary entered into its guarantee with the actual intent to hinder, delay or defraud its creditors.

A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its guarantee if the subsidiary guarantor did not substantially benefit directly or indirectly from the issuance of the old notes. If a court were to void a subsidiary guarantee, holders of the notes would no longer have a claim against the subsidiary guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining subsidiary guarantors, if any. In addition, the court might direct holders of the notes to repay any amounts that they already received from the subsidiary guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

Each subsidiary guarantee contains a provision intended to limit the subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer law.

If an active trading market does not develop for the notes, you may be unable to sell the new notes or to sell the new notes at a price that you deem sufficient.

The new notes will be a new issue of debt securities of the same class as the initial exchange notes and will generally be freely transferable. Notwithstanding the foregoing, we cannot assure you that a liquid market will develop for the notes or that you will be able to sell your new notes at a particular time, as we do not intend to apply for the notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation system. As a result, we can give you no assurance that an active trading market will develop for the notes. If no active trading market develops, you may not be able to resell your new notes at their fair market value or at all. Finally, if a large number of holders of old notes do not tender old notes or tender old notes improperly, the limited amount of new notes that would be issued and outstanding after we consummate the exchange offer could adversely affect the development of a market for the notes.

Risks Related to Our Business

If we are unable to increase our market share among national and regional insurance carriers and large, self-funded employers, our results may be adversely affected.

Our business strategy and future success depend in part on our ability to capture market share with our cost containment services as national and regional insurance carriers and large, self-funded employers look for ways to achieve cost savings. We cannot assure you that we will successfully market to these insurance carriers and employers or that they will not resort to other means to achieve cost savings. Additionally, our ability to capture additional market share may be adversely affected by the decision of potential customers to perform services offered by us internally instead of outsourcing the provision of such services. Furthermore, we may not be able to demonstrate sufficient cost savings to potential or current customers to induce them not to provide comparable services internally or to accelerate efforts to provide such services internally. If the demand for our cost containment services does not increase, our results may be adversely affected.

If we lose a significant customer, our results may be adversely affected.

Our results may decline if we lose one or more significant customers. Most of our customer contracts permit either party to terminate without cause. If one or more significant customers terminates, or does not renew or extend, their contract with us we could be adversely affected. In particular, we have a number of significant customers in our network services business segment. Due to the

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significant fixed costs in this business segment, the loss of a significant customer could cause a material decline in our profitability and operating performance. In 2002, our largest customer provided approximately 3% to 4% of our total consolidated revenue.

If we are unable to acquire or develop occupational healthcare centers in new markets, our results may be adversely affected.

If we are not successful in our acquisition and development of occupational healthcare centers, we may miss opportunities to expand our health services segment or to cross-sell our network and care management services. Our ability to acquire additional occupational healthcare centers may be limited by a lack of attractive acquisition opportunities, a shortage of acceptable properties for such use, an inability to buy or lease such properties at an acceptable price or a shortage of qualified medical personnel to staff new facilities in any particular location. In addition, if we fail to expand the reach of our provider network, we will be at a competitive disadvantage and our results may suffer.

Future acquisitions and joint ventures may use significant resources or be unsuccessful.

As part of our business strategy, we intend to pursue acquisitions of companies providing services that are similar or complementary to those that we provide in our business, and we may enter into joint ventures to operate occupational healthcare centers. These acquisitions and joint venture activities may involve:

• significant cash expenditures;

• additional debt incurrence;

• additional operating losses;

• increases in intangible assets relating to goodwill of acquired companies; and

• significant acquisition and joint venture related expenses,

all of which could have a material adverse effect on our financial condition and results of operations.

Additionally, a strategy of growth by acquisitions and joint ventures involves numerous risks, including:

• difficulties integrating acquired personnel and harmonizing distinct corporate cultures into our current businesses;

• diversion of our management’s time from existing operations; and

• potential losses of key employees or customers of acquired companies.

We cannot assure you that we will be able to identify suitable candidates or negotiate and consummate suitable acquisitions or joint ventures. Also, we cannot assure you that we will succeed in obtaining financing for any future acquisitions or joint ventures at a reasonable cost, or that such financing will not contain restrictive covenants that limit our operating flexibility or other unfavorable terms. Even if we are successful in consummating acquisitions or joint ventures, we may not succeed in developing and achieving satisfactory operating results for the acquired businesses. Further, the acquired businesses may not produce returns that justify our related investment. If our acquisitions or joint ventures are not successful, our ability to increase revenues, cash flows and earnings through future growth may be impaired.

If we incur material liabilities as a result of acquiring companies, our operating results could be adversely affected.

We may acquire companies that have material liabilities for failure to comply with healthcare laws and regulations or for other past activities. Although we maintain various types of business insurance, we do not currently maintain insurance specifically covering any unknown or contingent liabilities that may occur after the acquisition of businesses. In addition, any indemnification provisions we obtain in connection with such acquisitions may not be adequate to protect us, either because of limits or deductibles, or because of the credit quality of the indemnitor. If we incur these liabilities and are not adequately indemnified or insured for them, our operating results and financial condition could be adversely affected.

We are subject to risks associated with acquisitions of intangible assets.

Our acquisition of occupational healthcare centers and other businesses may result in significant increases in our intangible assets relating to goodwill. We regularly evaluate whether events and circumstances have occurred indicating that any portion of our

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goodwill may not be recoverable. When factors indicate that goodwill should be evaluated for possible impairment, we may be required to reduce the carrying value of these assets.

If we are unable to manage growth, we may be unable to achieve our expansion strategy.

The success of our business strategy depends in part on our ability to expand our operations in the future. Our growth has placed, and will continue to place, increased demands on our management, our operational and financial information systems and other resources. Further expansion of our operations will require substantial financial resources and management attention. To accommodate our past and anticipated future growth, and to compete effectively, we will need to continue to implement and improve our management, operational and financial information systems and to expand, train, manage and motivate our workforce. Our personnel, systems, procedures or controls may not be adequate to support our operations in the future. Further, focusing our financial resources and management’s attention on the expansion of our operations may negatively impact our financial results. Any failure to implement and improve our management, operational and financial information systems, or to expand, train, manage or motivate our workforce, could reduce or prevent our growth.

If we are unable to leverage our information systems to enhance our outcome-driven service model, our results may be adversely affected.

To leverage our knowledge of workplace injuries, treatment protocols, outcomes data and complex regulatory provisions related to the workers’ compensation market, we must continue to implement and enhance information systems that can analyze our data related to the workers’ compensation industry. We are currently engaged in comprehensive technology transformation projects for each of our three operating segments. We have detailed implementation schedules for these projects that require extensive involvement from our operations, technology and finance personnel. Delays or other problems we might encounter in implementation of these projects could adversely affect our ability to deliver streamlined patient care and outcome reporting to our customers.

If our data processing is interrupted or our licenses to use software are revoked, our ability to operate our business could be adversely affected.

Many aspects of our business are dependent upon our ability to store, retrieve, process and manage data and to maintain and upgrade our data processing capabilities. Interruption of data processing capabilities for any extended length of time, loss of stored data, programming errors or other technological problems could impair our ability to provide certain services. Some of the software that we use in our medical bill review operation is licensed from an independent third-party software company under a nonexclusive license. Termination of this license could disrupt, and could result in our inability to operate, certain aspects of our business, including our ability to review medical bills effectively, thereby adversely affecting our revenues and overall profitability. In addition, there can be no assurance that we would be able to obtain and successfully integrate any replacement software.

If competition increases, our growth and profits may decline.

The market to provide occupational healthcare services is highly fragmented and competitive. Historically, our primary competitors have typically been independent physicians, hospital emergency departments and hospital-owned or hospital-affiliated medical facilities. As managed care techniques continue to gain acceptance in the occupational healthcare marketplace, however, we believe that our competitors will increasingly consist of nationally-focused workers’ compensation managed care service companies, specialized provider groups, insurance companies, health management organizations and other significant providers of managed care products. These organizations may be significantly larger than us and have greater financial and marketing resources than we do. We cannot assure you that we will be able to compete effectively against these organizations in the future.

Because we believe the barriers to entry in our geographic markets are not substantial and our current customers have the flexibility to move easily to new healthcare service providers, the addition of new competitors may occur relatively quickly. Some of our contracted physicians and other healthcare providers may elect to compete with us by offering their own products and services to our customers. In addition, significant merger and acquisition activity has occurred in our industry as well as in industries that supply products to us, such as the hospital, physician, pharmaceutical, medical device and health information systems industries. If competition within our industry intensifies, our ability to retain customers or physicians, or maintain or increase our revenue growth, pricing flexibility, control over medical cost trends and marketing expenses may be compromised.

The market for our network services and care management services is also fragmented and competitive. Our competitors include national managed care providers, preferred provider networks, smaller independent providers and insurance companies. Companies that offer one or more workers’ compensation managed care services on a national basis are our primary competitors. We also compete with many smaller vendors that generally provide unbundled services on a local level, particularly companies that have an established relationship with a local insurance company adjuster. In addition, several large workers’ compensation insurance carriers

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offer managed care services for their customers, either by performance of the services in-house or by outsourcing to organizations like ours. If these carriers increase their performance of these services in-house, our business could be adversely affected.

If lawsuits against us are successful, we may incur significant liabilities.

Our affiliated physician associations and some of our employees are involved in the delivery of healthcare services to the public. We charge our customers for these services on a fee-for-service basis. In providing these services, the physicians in our affiliated physician associations, our employees and, consequently, our company are exposed to the risk of professional liability claims. Claims of this nature, if successful, could result in significant liabilities that may exceed our insurance coverage and the financial ability of our affiliated physician associations to indemnify us. Further, plaintiffs have proposed expanded theories of liability against managed care companies as well as against employers who use managed care in workers’ compensation cases that, if established and successful, could discourage the use of managed care in workers’ compensation cases and reduce the cases referred to us for treatment or the rates we charge for our services.

Through our network services and care management services, we make recommendations about the appropriateness of providers’ proposed medical treatment plans for patients throughout the country. As a result, we could be subject to charges arising from any adverse medical consequences. Although plaintiffs have not to date subjected us to any claims or litigation related to the grant or denial of claims for payment of benefits or allegations that we engage in the practice of medicine or the delivery of medical services, we cannot assure you that plaintiffs will not make those types of claims in future litigation. We cannot assure you that our insurance will provide sufficient coverage or that insurance companies will make insurance available at a reasonable cost to protect us from significant future liability.

The increased costs of professional and general liability insurance could have an adverse effect on our profitability.

The cost of commercial professional and general liability insurance coverage has risen significantly in the past several years and we anticipate that this trend will continue. In addition, if we were to suffer a material loss, our costs could increase over and above the general increases in the industry. In an effort to contain the costs associated with our professional liability coverage, we are considering future use of a captive insurance program. Under this program we would retain more risk for professional liability costs, including settlements and claims expenses, than under our current third party coverage. If the costs associated with insuring our business continue to increase, it could adversely affect our business.

Our senior management has been key to our growth, and we may be adversely affected if we lose any member of our senior management.

We are highly dependent on our senior management. Although we have employment agreements with each member of our senior management, we do not maintain “key man” life insurance policies on any of them. Because our senior management has contributed greatly to our growth, the loss of key management personnel or our inability to attract, retain and motivate sufficient numbers of qualified management personnel could have a material adverse effect on us.

Risks Related to Our Industry

If the average annual growth in nationwide employment does not offset declines in the frequency of workplace injuries and illnesses, then the size of our market may decline and adversely affect our ability to grow.

Approximately 68% of our revenues in the first nine months of 2003 were generated from the treatment or review of workers’ compensation claims. The rate of injuries that occur in the workplace has decreased over time. Although the overall number of people employed in the workplace has generally increased over time, this increase has only partially offset the declining rate of injuries and illnesses. Our business model is based, in part, on our ability to expand our relative share of the market for the treatment and review of claims for workplace injuries and illnesses. If nationwide employment does not increase or experiences periods of decline, our ability to expand our revenues and earnings could be adversely affected. Additionally, if workplace injuries and illnesses continue to decline at a greater rate than the increase in total employment, the number of claims in the workers’ compensation market will decrease and could adversely affect our business.

We operate in an industry that is subject to extensive federal, state and local regulation, and changes in law and regulatory interpretations could reduce our revenue and profitability.

The healthcare industry is subject to extensive federal, state and local laws, rules and regulations relating to, among others:

• payment for services;

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• conduct of operations, including fraud and abuse, anti-kickback prohibitions, physician self-referral prohibitions and false claims;

• operation of provider networks and provision of case management services;

• protection of patient information;

• business, facility and professional licensure, including surveys, certification and recertification requirements;

• corporate practice of medicine and fee splitting prohibitions;

• ERISA health benefit plans; and

• medical waste disposal and environmental protection.

In recent years, Congress and some state legislatures have introduced an increasing number of proposals to make significant changes in the healthcare system. Changes in law and regulatory interpretations could reduce our revenue and profitability, restrict our existing operations, limit the expansion of our business or impose new compliance requirements on our industry.

Recently, both federal and state government agencies have increased civil and criminal enforcement efforts relating to the healthcare industry. This heightened enforcement activity increases our potential exposure to damaging lawsuits, investigations and other enforcement actions. Any such action could distract our management and adversely affect our business reputation and profitability.

In the future, different interpretations or enforcement of laws, rules and regulations governing the healthcare industry could subject our current business practices to allegations of impropriety or illegality or could require us to make changes in our facilities, equipment, personnel, services and capital expenditure programs, increase our operating expenses and distract our management. If we fail to comply with these extensive laws and government regulations, we could become ineligible to receive government program payments, suffer civil and criminal penalties or be required to make significant changes to our operations. In addition, we could be forced to expend considerable resources responding to an investigation or other enforcement action under these laws or regulations.

Changes in state laws, rules and regulations, including those governing the corporate practice of medicine, fee splitting, workers’ compensation and insurance laws, rules and regulations, may affect our ability to expand all of our operations into other states and, therefore, our profitability.

State laws, rules and regulations relating to our business vary widely from state to state, and courts and regulatory agencies have seldom interpreted them in a way that provides guidance with respect to our business operations. Changes in these laws, rules and regulations may adversely affect our profitability. In addition, the application of these laws, rules and regulations may affect our ability to expand all of our operations into new states.

Workers’ compensation laws, rules and regulations are complex and vary from state to state. These laws, among other things, establish requirements for physicians providing care to workers’ compensation patients, set reimbursement levels for healthcare providers, limit or restrict the rights of employers to direct an injured employee to a specific provider and require licensing of businesses that provide medical review services. Changes in these laws, rules and regulations could adversely affect our profitability and our ability to expand our operations into new markets.

Most states limit the practice of medicine to licensed individuals or professional organizations comprised of licensed individuals. Many states also limit the scope of business relationships between business entities like us and licensed professionals and professional organizations, particularly with respect to fee splitting between a licensed professional or professional organization and an unlicensed person or entity. Although we believe that our arrangements with our affiliated physicians and physician associations comply with applicable laws, a government agency charged with enforcement of these laws, or a private party, might assert a contrary position. If our arrangements with these physicians and physician associations were deemed to violate state corporate practice of medicine or fee splitting laws, or if new laws are enacted rendering our arrangements illegal, we and/or our affiliated physician groups would be subject to penalties and/or we could be required to restructure these arrangements, which could result in significant costs to us and affect our profitability.

In addition, state agencies regulate the managed care, auto insurance and workers’ compensation industries. Many states have enacted laws that require:

• licensing, certification and approval of businesses that provide medical review and utilization review services;

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• certification of managed care plans;

• managed care entities to provide reasonable access and availability of specified types of healthcare providers, care management and utilization review, return-to-work programs, quality assurance programs, the use of treatment guidelines and grievance procedures;

• licensing of provider networks; and

• the prompt payment of claims.

Changes in these laws, rules and regulations may also adversely affect our business and profitability.

New federal and state legislative and regulatory initiatives relating to patient privacy and new federal legislative and regulatory initiatives relating to the use of standard transaction code sets have required us and will continue to require us to expend substantial sums of money on the acquisition and implementation of new information systems, which could negatively impact our profitability.

There are currently numerous legislative and regulatory initiatives at both the state and federal levels that address patient privacy concerns. In particular, the Health Insurance Portability and Accountability Act of 1996, commonly referred to as “HIPAA,” contains provisions that may require us to implement expensive new computer systems and business procedures designed to protect the privacy and security of each of our patient’s individual health information. The Department of Health and Human Services published final regulations addressing patient privacy in December 2000. We believe that we have taken the appropriate actions in order to substantially comply with the privacy regulations. Final regulations addressing the security of patient health information were published on February 20, 2003. We must comply with the requirements of the security regulations by April 21, 2005. If we fail to comply with these new laws and regulations relating to patient privacy and security of patient health information, we could be subject to criminal or civil sanctions.

The administrative simplification provisions of HIPAA require the use of uniform electronic data transmission standards for healthcare claims and payment transactions submitted or received electronically. In August 2000, the Department of Health and Human Services finalized the new transaction standards. The original compliance date was October 16, 2002; however, this compliance date was delayed until October 16, 2003 due to our filing of a compliance extension plan with the Department of Health and Human Services. We believe that we were substantially compliant with the HIPAA transaction and code set standards by the October 16, 2003 compliance date. The transaction standards require us to use standard code sets when we transmit health information in connection with certain transactions, including health claims and health payment and remittance advice. Compliance with these rules, including the privacy and security standards, could require us to spend substantial sums of money, which could negatively impact our profitability.

Demand for our network services could be adversely affected if our prospective network services clients are unable to implement the transaction and security standards required under HIPAA.

For some of our network services, we routinely implement electronic data connections to our customers’ locations that enable the exchange of information on a computerized basis. To the extent that our clients do not have sufficient personnel to implement the transaction and security standards required by HIPAA or to work with our information technology personnel in the implementation of our electronic interfaces, the demand for our network services could be adversely affected.

Changes in the federal Anti-Kickback Statute and Stark Law and/or similar state laws, rules and regulations could adversely affect our profitability and ability to expand our operations.

The federal Anti-Kickback Statute prohibits the offer, payment, solicitation or receipt of any form of remuneration in return for referring items or services payable by Medicare, Medicaid or any other federally funded healthcare program. Additionally, the Anti-Kickback Statute prohibits any form of remuneration in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of items or services payable by Medicare, Medicaid or any other federally funded healthcare program. The Anti-Kickback Statute is very broad in scope and existing case law and regulations have not uniformly or definitively interpreted many of its provisions. Violations of the Anti-Kickback Statute may result in substantial civil or criminal penalties, including imprisonment of up to five years, criminal fines of up to $25,000, civil monetary penalties of up to $50,000 for each violation plus three times the remuneration involved or the amount claimed and exclusion from participation in the Medicare and Medicaid programs.

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The federal physician self-referral law, commonly referred to as the Stark Law, prohibits, subject to certain exceptions, a physician from making a referral of a Medicare or Medicaid beneficiary for a “designated health service” to an entity if the physician or an immediate family member has a financial relationship with the entity. Some of the services our affiliated physicians and physician associations provide include designated health services. A violation of the Stark Law could result in repayment of amounts collected for services furnished pursuant to an unlawful referral, the imposition of civil monetary penalties and exclusion from participation in the Medicare and Medicaid programs.

Many states have enacted laws similar to the federal Anti-Kickback Statute and, to a lesser degree, the Stark Law. These laws generally apply to both government and non-government health programs. These laws vary from state to state and have infrequently been the subject of judicial or regulatory interpretation.

Other federal healthcare fraud and abuse laws prohibit healthcare-related fraud, theft or embezzlement, false statements, obstruction of criminal investigations and money laundering. These laws apply to all healthcare programs regardless of whether such programs are funded in whole or in part with federal funds. Violations of these provisions constitute felony criminal offenses, and potential sanctions for such violations include imprisonment and/or substantial fines.

Although our operations and arrangements with our affiliated physicians and physician associations have been structured in an attempt to comply with the federal Anti-Kickback Statute or the Stark Law or similar state laws, a government agency or a private party could assert a contrary position. Additionally, new federal or state laws may be enacted that would cause our arrangements with our affiliated physicians and physician associations to be illegal or result in the imposition of fines and penalties against us.

Healthcare providers are becoming increasingly resistant to the application of certain healthcare cost containment techniques, which could cause revenue from our cost containment operations to decrease.

Healthcare providers have become more active in their efforts to minimize the use of certain cost containment techniques and are engaging in litigation to avoid application of certain cost containment practices. Recent litigation between healthcare providers has challenged certain insurers’ claims adjudication and reimbursement decisions. Although these lawsuits do not directly involve us or any services we provide, these cases could affect the use by insurers of certain cost containment services that we provide and could result in a decrease in revenue from our cost containment business.

Federal regulators have increased their antitrust enforcement activity with respect to certain inappropriate provider relationships, which could adversely affect our network services operations.

Healthcare providers often designate an independent third party to handle communications with healthcare payors regarding provider contracts, commonly referred to as a “messenger model.” Inappropriate uses of the “messenger model” have recently been the subject of increased antitrust enforcement activity by the Federal Trade Commission and the United States Department of Justice. While we are not involved in any enforcement or other actions regarding our use of the messenger model, and while we believe that our use of the messenger model complies with applicable law, these enforcement actions could adversely affect our network services operations.

The managed care industry receives significant negative publicity, which could adversely affect our profitability.

The managed care industry receives significant negative publicity and has been the subject of large jury awards. This publicity has been accompanied by increased litigation, legislative activity, regulation and governmental review of industry practices. These factors may:

• adversely affect our ability to market our products or services;

• require us to change our products and services; or

• increase the regulatory burdens under which we operate.

If healthcare reform intensifies competition and reduces the costs associated with workers’ compensation claims, the rates we charge for our services could decrease, negatively impacting our financial performance.

Within the past few years, several states have experienced a decrease in the number of workers’ compensation claims and the total value of claims, which we primarily attribute to:

• improvements in workplace safety;

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• changes in the type and composition of jobs;

• intensified efforts by payors to manage and control claim costs;

• improved risk management by employers; and

• legislative reforms that have reduced the number of claims and resulted in a corresponding reduction in workers’ compensation insurance premiums.

Future healthcare reform could decrease the number of claims, further increase competition or decrease the size of the market, forcing us to reduce the rates we charge for our services to compete effectively. Any rate reductions would have an adverse effect on our revenues and profitability.

If the utilization by healthcare payors of early intervention services, including our occupational healthcare, first notice of loss or injury and telephonic case management services, continues to increase, the revenue from our later stage network and care management services may be adversely affected.

The performance of early intervention services, including injury occupational healthcare, first notice of loss or injury and telephonic case management services, often results in a decrease in the average length of, and the total costs associated with, a healthcare claim. By successfully intervening at an early stage in a claim, the need for additional cost containment services for that claim can often be reduced or even eliminated. As healthcare payors continue to increase their utilization of early intervention services, the revenue from our later stage network and care management services may decrease.

Future cost containment initiatives undertaken by state workers’ compensation commissions and other third-party payors may adversely affect our financial performance.

Initiatives undertaken by state workers’ compensation commissions, major insurance companies and other payors to contain both workers’ compensation and non-injury occupational healthcare costs may adversely affect the financial performance of our occupational healthcare centers. State workers’ compensation commissions seek to control healthcare costs by reducing prescribed rates of reimbursements. Insurance companies and other third-party payors contract with hospitals and other healthcare providers to obtain services on a discounted basis. We believe that these cost containment measures may continue and, if so, would limit reimbursements for healthcare services that we provide to our customers. If state workers’ compensation commissions or payors from whom we receive payments reduce the amounts that they pay us for healthcare services, our revenues, profitability and financial condition could be adversely affected.

EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

In connection with the issuance of the old notes, we entered into a registration rights agreement under which we agreed to:

• within 90 days after (or if the 90th day is not a business day, the first business day thereafter) the issue date of the old notes, file a registration statement with the SEC with respect to a registered offer to exchange the old notes for new notes of ours having terms substantially identical in all material respects to the old notes except with respect to transfer restrictions;

• use our reasonable best efforts to cause the registration statement to be declared effective under the Securities Act within 180 days (or if the 180th day is not a business day, the first business day thereafter) after the issue date of the old notes;

• as soon as practicable after the effectiveness of the registration statement offer the new notes in exchange for surrender of the old notes; and

• keep the exchange offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the old notes.

For each old note tendered to us pursuant to the exchange offer, we will issue to the holder of such old note a new note having a principal amount equal to that of the surrendered old note. Interest on each new note will accrue from the last interest payment date on which interest was paid on the old note surrendered in exchange therefor, or, if no interest has been paid on such old note, from the date of issue of the initial notes.

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Under existing SEC interpretations, the new notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the new notes represents to us in the exchange offer that it is acquiring the new notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the new notes and that it is not our affiliate, as such terms are interpreted by the SEC; provided, however, that broker-dealers receiving new notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such new notes. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to new notes (other than a resale of an unsold allotment from the original sale of the old notes) with the prospectus contained in the registration statement. Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.”

Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the registration statement in connection with the resale of the new notes for 180 days following the effective date of such registration statement (or such shorter period during which participating broker-dealers are required by law to deliver such prospectus).

A holder of old notes (other than certain specified holders) who wishes to exchange old notes for new notes in the exchange offer will be required to represent that any new notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes and that it is not our “affiliate,” as defined in Rule 405 of the Securities Act, or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

In the event that:

(1) any change in law or applicable interpretations thereof by the staff of the SEC do not permit us to effect an exchange offer; or

(2) for any other reason we do not consummate the exchange offer within 220 days of the issue date of the old notes; or

(3) an initial purchaser of the old notes notifies us following consummation of the exchange offer that old notes held by it are not eligible to be exchanged for new notes in the exchange offer; or

(4) certain holders are prohibited by law or SEC policy from participating in the exchange offer or may not resell the new notes acquired by them in the exchange offer to the public without delivering a prospectus, and the prospectus contained in the registration statement is not appropriate or available for such resales by it,

then we will, subject to certain exceptions:

(1) promptly file a shelf registration statement with the SEC covering resales of the old notes or the new notes, as the case may be;

(2) (A) in the case of clause (1) above, use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act on or prior to the 180th day after the issue date of the old notes and (B) in the case of clauses (2), (3) or (4) above, use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act on or prior to the 60th day after the shelf filing date; and

(3) use our reasonable best efforts to keep the shelf registration statement effective until the earliest of (A) the time when the old or new notes covered by the shelf registration statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (B) two years from the effective date of the shelf registration statement and (C) the date on which all old or new notes registered under the shelf registration statement are disposed of in accordance with the shelf registration statement.

We will, in the event the shelf registration statement is filed, among other things, provide to each holder for whom the shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each holder when the shelf registration statement has become effective and take other actions as are required to permit unrestricted resales of the old notes or the new notes, as the case may be. A holder selling old notes or new notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to the holder (including certain indemnification obligations).

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We may require each holder requesting to be named as a selling security holder to furnish to us such information regarding the holder and the distribution of the new notes or the old notes by the holder as we may from time to time reasonably require for the inclusion of the holder in the shelf registration statement, including requiring the holder to properly complete and execute such selling security holder notice and questionnaires, and any amendments or supplements thereto, as we may reasonably deem necessary or appropriate. We may refuse to name any holder as a selling security holder that fails to provide us with such information.

We will pay additional cash interest on the applicable old notes and new notes, subject to certain exceptions:

(1) if we fail to file the registration statement with the SEC on or prior to the 90th day after the issue date of the old notes;

(2) if the registration statement of which this prospectus forms a part is not declared effective by the SEC on or prior to the 180th day after the issue date of the old notes or if filing the shelf registration statement in the circumstances referenced in clause 2(A) above, the shelf registration statement is not declared effective by the SEC on or prior to the 180th day after the issue date of the old notes;

(3) if the exchange offer is not consummated on or before the 40th day after the registration statement is declared effective;

(4) if filing the shelf registration statement in the circumstances referenced in clause 2(B) above, we fail to file the shelf registration statement with the SEC on or prior the 60th day after the date on which the obligation to file a shelf registration statement arises;

(5) if filing the shelf registration statement in the circumstances referenced in clause 2(B), the shelf registration statement is not declared effective by the SEC on or prior to the 60th after the shelf filing date; or

(6) after the registration statement or the shelf registration statement, as the case may be, is declared effective, that registration statement ceases to be effective or usable (subject to certain exceptions);

from and including the date on which any registration default shall occur to but excluding the date on which all registration defaults have been cured.

The rate of the additional interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a registration default, and this rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum additional interest rate of 2.0% per annum. We will pay additional interest on regular interest payment dates. The additional interest will be in addition to any other interest payable from time to time with respect to the old notes and the new notes.

All references in the indenture, in any context, to any interest or other amount payable on or with respect to the old notes or new notes shall be deemed to include any additional interest pursuant to the registration rights agreement.

If we effect the exchange offer, we will be entitled to close the exchange offer 40 days after its commencement, provided, that we have accepted all old notes theretofore validly tendered in accordance with the terms of the exchange offer.

Resale of the New Notes

Based on no action letters of the SEC staff issued to third parties, we believe that new notes may be offered for resale, resold and otherwise transferred by you without further compliance with the registration and prospectus delivery provisions of the Securities Act if:

• you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

• such new notes are acquired in the ordinary course of your business; and

• you do not intend to participate in the distribution of such new notes.

The SEC, however, has not considered the exchange offer for the new notes in the context of a no action letter, and the SEC may not make a similar determination as in the no action letters issued to these third parties.

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If you tender in the exchange offer with the intention of participating in any manner in a distribution of the new notes:

• you cannot rely on such interpretations by the SEC staff; and

• you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Unless an exemption from registration is otherwise available, any security holder intending to distribute new notes should be covered by an effective registration statement under the Securities Act. This registration statement should contain the selling security holder’s information required by Item 507 of Regulation S-K under the Securities Act. This prospectus may be used for an offer to resell, resale or other retransfer of new notes only as specifically described in this prospectus. Only broker-dealers that acquired the old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of new notes.

Terms of the Exchange Offer

Subject to the terms and conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any old notes properly tendered and not withdrawn prior to the expiration date. We will issue new notes in principal amount equal to the principal amount of old notes surrendered under the exchange offer. Old notes may be tendered only for new notes and only in integral multiples of $1,000.

The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

As of the date of this prospectus, $30,000,000 aggregate principal amount of the old notes is outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of old notes. There will be no fixed record date for determining registered holders of old notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Old notes not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest. These old notes will be entitled to the rights and benefits of the holders under the indenture relating to the notes and the registration rights agreement.

We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

If you tender old notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the letter of transmittal, transfer taxes with respect to the exchange of old notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connecting with the exchange offer. It is important that you read the section labeled “—Fees and Expenses” for more details regarding fees and expenses incurred in the exchange offer.

We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.”

Expiration Date

The exchange offer will expire at 5:00 p.m. New York City time on                 , 2004, unless, in our sole discretion, we extend it.

Extensions, Delays in Acceptance, Termination or Amendment

We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is open. We may delay acceptance of any old notes by giving oral or written notice of such extension to their holders. During any such extensions, all old notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.

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In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of old notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

If any of the conditions described below under “–Conditions to the Exchange Offer” have not been satisfied, we reserve the right, in our sole discretion

• to delay accepting for exchange any old notes,

• to extend the exchange offer, or

• to terminate the exchange offer,

by giving oral or written notice of such delay, extension or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders of old notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement. The supplement will be distributed to the registered holders of the old notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we will extend the exchange offer if the exchange offer would otherwise expire during such period.

Conditions to the Exchange Offer

We will not be required to accept for exchange, or exchange any new notes for, any old notes if the exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or any applicable interpretation of the staff of the SEC. Similarly, we may terminate the exchange offer as provided in this prospectus before accepting old notes for exchange in the event of such a potential violation.

In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made to us the representations described under “–Purpose and Effect of the Exchange Offer,” “–Procedures for Tendering” and “Plan of Distribution” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the new notes under the Securities Act.

We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable.

These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

In addition, we will not accept for exchange any old notes tendered, and will not issue new notes in exchange for any such old notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture relating to the notes under the Trust Indenture Act of 1939.

Procedures for Tendering

In order to participate in the exchange offer, you must properly tender your old notes to the exchange agent as described below. It is your responsibility to properly tender your old notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your exchange.

If you have any questions or need help in exchanging your old notes, please contact the exchange agent whose address is set forth in “Prospectus Summary—The Exchange Offer—Exchange Agent.”

All of the old notes were issued in book-entry form, and all of the old notes are currently represented by global certificates held for the account of DTC. We have confirmed with DTC that the old notes may be tendered using the Automated Tender Offer Program (“ATOP”) instituted by DTC. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their old notes to the exchange agent using the ATOP procedures. In connection with the transfer,

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DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender old notes and that the participant agrees to be bound by the terms of the letter of transmittal.

By using the ATOP procedures to exchange old notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

There is no procedure for guaranteed late delivery of the old notes.

Determinations under the exchange offer

We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered old notes and withdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

When we will issue new notes

In all cases, we will issue new notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent receives, prior to 5:00 p.m., New York City time, on the expiration date:

• a book-entry confirmation of such old notes into the exchange agent’s account at DTC; and

• a properly transmitted agent’s message.

Return of old notes not accepted or exchanged

If we do not accept any tendered old notes for exchange or if old notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged old notes will be returned without expense to their tendering holder. Such non-exchanged old notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

Your representations to us

By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• any new notes that you receive will be acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person or entity to participate in the distribution of the new notes within the meaning of the Securities Act;

• if you are not a broker-dealer that you are not engaged in and do not intend to engage in the distribution of the new notes;

• if you are a broker-dealer that will receive new notes for your own account in exchange for old notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus, as required by law, in connection with any resale of such new notes; and

• you are not our “affiliate,” as defined in Rule 405 of the Securities Act, or if you are our “affiliate” that you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective you must comply with the appropriate procedures of DTC’s ATOP

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system. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn old notes and otherwise comply with the procedures of DTC.

We will determine all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal. Our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

Any old notes that have been tendered for exchange but that are not exchanged for any reason will be credited to an account maintained with DTC for the old notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn old notes by following one of the procedures described under “—Procedures for Tendering” above at any time on or prior to the expiration date.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

• SEC registration fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees and printing costs; and

• related fees and expenses.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.

Consequences of Failure to Exchange

If you do not exchange new notes for your old notes under the exchange offer, you will remain subject to the existing restrictions on transfer of the old notes. In general, you may not offer or sell the old notes unless they are registered under the Securities Act or unless the offer or sale is exempt from the registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the old notes under the Securities Act.

Accounting Treatment

We will record the new notes in our accounting records at the same carrying value as the old notes. The carrying value of the old notes is $31,950,000, which reflects a $1,950,000 premium that we received when we issued the old notes. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. The expenses of the exchange offer will be amortized over the term of the new notes.

Other

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered old notes.

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Each broker-dealer that receives new notes for its own account in exchange for old notes, where such were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.”

USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes as contemplated by this prospectus, we will receive old notes in a like principal amount. The form and terms of the new notes are identical in all respects to the form and terms of the old notes, except the new notes are registered under the Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest. Old notes surrendered in exchange for the new notes will be retired and cancelled and will not be reissued. Accordingly, the issuance of the new notes will not result in any increase in our outstanding indebtedness.

On November 20, 2003, we completed the offering of the old notes. The old notes were offered as additional debt securities under an indenture pursuant to which, on August 13, 2003, we issued $150.0 million of initial notes. The net cash proceeds from this offering, together with approximately $22.6 million of cash on hand, were used to (1) transfer approximately $52.8 million of cash to Concentra Inc., our parent, to enable it to redeem all of its outstanding 14% senior discount debentures due 2011 and (2) pay related fees and expenses. The offering of the old notes and the use of the net proceeds thereof and cash on hand, as discussed above, are referred to, collectively, as the “Transactions.” See “Description of Other Indebtedness—Concentra Inc.’s 14% Senior Discount Debentures due 2011.”

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CAPITALIZATION

The table below sets forth our cash and capitalization at September 30, 2003 on an actual basis and as adjusted to give effect to the Transactions as if they had occurred at that date. The adjusted information is unaudited and presented for informational purposes only and is not necessarily indicative of what our financial position would have been had the Transactions actually occurred on the date indicated. The table below should be read in conjunction with “Use of Proceeds,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Other Indebtedness” and our historical consolidated financial statements, all included elsewhere in this prospectus.

	At September 30, 2003
	Actual		As Adjusted
	(dollars in thousands)
Cash	$	12,244	$	4,324
Debt
Credit facility:
Revolving loan(1)	$	—	$	—
Term loan due 2009		334,163		334,163
Existing 13% senior subordinated notes due 2009		142,500		142,500
9½%senior subordinated notes due 2010(2)		150,000		181,950
Other debt (including capitalized leases)		1,531		1,531
Total debt		628,194		660,144
Stockholder’s equity(3)		73,000		21,212
Total capitalization	$	701,194	$	681,356

(1) Under our credit facility, we have a $100.0 million revolving loan facility, with availability reduced by the amount of outstanding letters of credit. As of September 30, 2003, after giving pro forma effect to the Transactions, we would have had approximately $85.8 million of availability under our revolving loan facility (net of $14.2 million of outstanding letters of credit).

(2) Because the old notes were priced above face value, the “As Adjusted” amount of $182.0 million includes a premium of $2.0 million.

(3) As of September 30, 2003, stockholder’s equity has been adjusted to reflect a transfer of $51.8 million to our parent, which it used to redeem all of its outstanding 14% senior discount debentures.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table provides selected historical consolidated financial data of Concentra Operating Corporation and its subsidiaries. The selected historical consolidated financial data as of and for each of the years ended December 31, 1998, 1999, 2000, 2001 and 2002 have been derived from our audited consolidated financial statements. The selected historical consolidated financial data as of and for the nine months ended September 30, 2002 and 2003 have been derived from our unaudited consolidated condensed financial statements, which were prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, include all adjustments considered necessary for a fair presentation of our financial position and results of operations for such periods. The results from any interim period are not necessarily indicative of the results that may be expected for a full fiscal year. Historical results are not necessarily indicative of the results to be expected in the future.

The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements included elsewhere in this prospectus.

	Years Ended December 31,														Nine Months Ended September 30,
	1998		1999			2000			2001			2002			2002			2003
	(dollars in thousands)
Statement of Operations Data:
Revenue:
Health Services	$	266,875	$	339,343		$	409,738		$	443,321		$	471,968		$	354,728		$	379,906
Network Services		135,805		158,022			162,596			185,267			230,299			168,653			188,879
Care Management Services		215,770		193,326			189,905			228,315			296,783			225,577			212,496
Total revenue		618,450		690,691			762,239			856,903			999,050			748,958			781,281
Cost of Services:
Health Services		208,575		274,362			335,939			375,565			406,164			302,152			310,686
Network Services		81,374		95,734			100,741			110,187			138,218			103,750			106,311
Care Management Services		186,742		173,672			170,899			200,166			267,054			201,525			188,496
Total cost of services		476,691		543,768			607,579			685,918			811,436			607,427			605,493
Gross profit		141,759		146,923			154,660			170,985			187,614			141,531			175,788
General and administrative expenses		45,326		65,291			66,491			81,631			106,222			77,505			89,937
Amortization of intangibles		8,119		12,960			14,628			15,746			3,776			2,716			2,971
Unusual charges (gains)		33,114		54,419			—			546			(1,200	)		—			—
Charges for acquisition of affiliate		—		—			—			5,519			—			—			—
Operating income		55,200		14,253			73,541			67,543			78,816			61,310			82,880
Interest expense, net		13,362		32,879			67,984			66,398			63,582			48,555			42,944
(Gain) loss on change in fair value of hedging arrangements		—		—			9,586			13,602			7,589			8,896			(9,869	)
Loss on early retirement of debt		—		—			—			—			7,894			7,381			7,837
(Income) loss on acquired affiliate, net of tax		—		(723	)		262			5,833			—			—			—
Other, net		44		(391	)		(1,931	)		(3,640	)		(1,275	)		(1,420	)		2,187
Income (loss) before taxes and cumulative effect of accounting change		41,794		(17,512	)		(2,360	)		(14,650	)		1,026			(2,102	)		39,781
Provision for income taxes		19,308		8,269			4,362			3,757			4,579			1,443			5,626
Income (loss) before cumulative effect of accounting change		22,486		(25,781	)		(6,722	)		(18,407	)		(3,553	)		(3,545	)		34,155
Cumulative effect of accounting change, net of tax		—		—			2,817			—			—			—			—
Net income (loss)	$	22,486	$	(25,781	)	$	(9,539	)	$	(18,407	)	$	(3,553	)	$	(3,545	)	$	34,155
Other Financial Data:
Ratio of earnings to fixed charges(1)		2.6x		N/A			N/A			N/A			1.0x			N/A			1.8x

	At December 31,												At September 30,
	1998		1999			2000			2001		2002		2002		2003
	(dollars in thousands)
Balance Sheet Data:
Working capital	$	201,870	$	109,711		$	123,676		$	86,315	$	113,632	$	103,713	$	129,142
Total assets		656,794		680,180			692,899			880,024		888,638		902,515		903,779
Total debt		327,925		567,747			561,562			562,481		479,826		515,242		628,194
Total stockholder’s equity (deficit)		239,875		(13,197	)		(5,329	)		86,705		176,771		148,869		73,000

(1) For purposes of determining the ratio of earnings to fixed charges, earnings include income from continuing operations before income taxes, adjusted for fixed charges and equity in earnings of unconsolidated subsidiaries and related distributions. Fixed charges consist of cash and non-cash interest on debt, including amortization of debt issuance costs, and 25% of rent expenses, which we estimate as the interest component of such rentals. Our earnings were insufficient to cover fixed charges for the years ended December 31, 1999, 2000 and 2001 by $18.0 million, $3.6 million and $17.7 million, respectively. Our earnings were insufficient to cover fixed charges for the nine months ended September 30, 2002 by $3.0 million.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis highlights information contained in this prospectus and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus. This discussion and analysis is not complete and may not contain all of the information that you should consider before deciding to exchange your old notes for the new notes. You should read this entire prospectus carefully, including “Risk Factors,” “Selected Historical Consolidated Financial Data” and our consolidated financial statements included in this prospectus.

Overview

We are a leading provider of workers’ compensation and other occupational healthcare services in the United States. We offer our customers a broad range of services designed to improve patient recovery and to reduce the total costs of healthcare. In 2002, we serviced over five million patient visits, reviewed and repriced over $10.0 billion in medical bills and managed or reviewed over 337,000 cases. Our initial treatment of workplace injuries and illnesses accounts for approximately 7% of total reported workplace injuries in the United States. The knowledge we have developed in improving workers’ compensation results for our customers has enabled us to expand successfully into other industries, such as group health and auto insurance, where payors of healthcare and insurance benefits are also seeking to reduce costs.

We believe we are the largest outsource provider of occupational healthcare improvement and cost containment services in the nation. Through our nationwide network of occupational healthcare centers, we serve employers who have more than 122,000 locations. We also provide services to over 3,500 insurance companies, group health plans, third party administrators and other healthcare payors. These payors and our employer customers provide virtually all of our revenue, with less than 0.1% of our revenue derived from Medicare or Medicaid reimbursement.

We were formed in August 1997 by the merger of CRA Managed Care, Inc. and Occusystems, Inc. The name of our parent company after the merger was Concentra Managed Care, Inc., which we subsequently changed to Concentra Inc. In August 1999, Concentra Inc. was recapitalized in a transaction, which we call the 1999 recapitalization, led by Welsh, Carson, Anderson & Stowe, or WCAS. Prior to this date, Concentra Inc. was a publicly-traded company. Immediately following the 1999 recapitalization, 86% of Concentra Inc.’s common stock was held by WCAS, 7% of Concentra Inc.’s common stock was held by funds managed by Ferrer Freeman and Company, LLC, or FFC, and 7% of Concentra Inc.’s common stock was held by other investors. In order to finance the 1999 recapitalization and to effect the repurchase of all of Concentra Inc.’s then outstanding publicly-held shares, WCAS, FFC and the other investors contributed approximately $423.7 million in equity financing and raised $110.0 million of 14% senior discount debentures, $190.0 million of senior subordinated notes and $375.0 million of senior term debt. Concurrent with the 1999 recapitalization, Concentra Inc. retired $327.7 million of previously outstanding convertible subordinated notes and contributed all of its operating assets, liabilities and shares in its subsidiaries, with the exception of the 14% senior discount debentures, to us in exchange for all of our common stock. Our parent’s debt is not guaranteed by us. The 1999 recapitalization was valued at approximately $1.1 billion and was accounted for as a recapitalization transaction, with no changes to the historical cost basis of our parent’s or our assets or liabilities.

On August 13, 2003, we completed a series of refinancing transactions (the “August 2003 Refinancing Transactions”) that included issuing $150.0 million aggregate principal amount of the initial notes and entering into a $435.0 million senior secured credit facility. The credit facility consists of a $335.0 million term loan facility and a $100.0 million revolving loan facility. The net proceeds from the initial notes offering, together with borrowings under our credit facility, were used to (1) repay the $335.2 million of outstanding indebtedness under our previous credit facility, (2) terminate previously existing hedging arrangements valued at $23.6 million, (3) transfer $141.2 million of cash proceeds to our parent, Concentra Inc., to enable it to redeem a portion of its 14% senior discount debentures, (4) pay $4.6 million of accrued interest on the previous credit facility and hedging arrangements and (5) pay approximately $11.3 million of related fees and expenses.

On November 20, 2003, we completed the offering of the old notes. The net cash proceeds from this offering, together with approximately $22.6 million of cash on hand, were used, among other things, to transfer approximately $52.8 million of cash to Concentra Inc., our parent, to enable it to redeem all of its outstanding 14% senior discount debentures.

Business Segments

We provide our services through three operating segments: Health Services, Network Services and Care Management Services. Through our Health Services segment we treat workplace injuries and perform other occupational healthcare services. We provide these services through our 247 owned and managed centers, located in 79 markets within 34 states at September 30, 2003. Our services at these centers are performed by approximately 550 affiliated primary care physicians, as well as affiliated physical therapists, nurses and other healthcare providers. Our Network Services segment offers services designed to assist insurance

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companies and other payors in the review and reduction of the bills they receive from medical providers. During 2002, we estimate that this segment enabled our customers to eliminate approximately $1.5 billion in excess costs. Our Care Management Services segment offers services designed to monitor cases and facilitate the return to work of injured employees who have been out of work for an extended period of time due to a work-related illness or injury.

The following table provides certain information concerning our occupational healthcare centers:

	Year Ended December 31,			Nine Months Ended September 30,
	2000	2001	2002	2003
Centers at the end of the period(1)	216	244	244	247
Centers acquired during the period(2)	8	15	3	2
Centers developed during the period(3)	—	12	1	1

(1) Does not include the assets of the centers that were acquired and subsequently divested or consolidated into existing centers within the same market during the period. The service locations at December 31, 2001 have been restated to include the 12 centers acquired from OccMed Systems, Inc. in December 2002, as our financial results have been restated to include the results of OccMed Systems, Inc. in 2001 and 2002.

(2) Represents centers that were acquired during each period presented and not subsequently divested or consolidated into existing centers within the same market during the period. We acquired four centers and 12 centers that were subsequently consolidated into existing centers during the years ended December 31, 2002 and 2001, respectively.

(3) Includes the 12 centers developed by OccMed Systems, Inc. in 2001.

Significant Acquisitions

In December 2002, we acquired Em3 Corporation, a privately-held company located in Addison, Texas, in a transaction valued at $30.7 million. Following its inception in 2000, Em3 established a nationwide network of primary care physicians specializing in occupational healthcare, and its proprietary information systems and approach to the integration and management of workers’ compensation care attracted several large national employers as its clients. Em3’s business is complementary in nature to our businesses. Under the terms of the transaction, our parent issued approximately $30.1 million of its common stock to Em3’s equity holders through an exchange of its common stock for substantially all of the assets and liabilities of Em3. Concurrently with the closing of the acquisition, our parent contributed the assets and liabilities of Em3 to us and we subsequently repaid $0.6 million of Em3’s indebtedness to its largest stockholder, WCAS. The repayment of this indebtedness was financed through the use of cash on hand.

In December 2002, we also acquired OccMed Systems, Inc., a privately-held company located in Addison, Texas, in a transaction valued at $16.6 million. OccMed, established in 2001, developed 12 occupational healthcare centers across six geographic markets in the United States. Under the terms of the transaction, our parent issued approximately $12.8 million of its common stock for OccMed’s assets and liabilities. Concurrent with this acquisition, our parent contributed the OccMed assets and liabilities to us, and we repaid $1.0 million of OccMed’s indebtedness to its largest stockholder, WCAS, and $2.8 million of other indebtedness. This repayment was financed through the use of cash on hand.

Because we are controlled by our primary shareholder, WCAS, and because WCAS also owned approximately 66% of Em3 and 69% of OccMed, the acquisition accounting for both acquisitions was viewed as a reorganization of entities under common control. Accordingly, the historical costs of Em3’s and OccMed’s assets and liabilities have been utilized as if WCAS contributed its 66% and 69% respective interests in Em3 and OccMed to us at their historical cost. We accounted for the remaining 34% of Em3 and 31% of OccMed under the purchase method of accounting, whereby assets and liabilities were “stepped-up” to fair value with the remainder allocated to goodwill. The effective date of these acquisitions was December 1, 2002.

In accordance with existing accounting requirements, we accounted for these acquisitions in a manner similar to a pooling, whereby we retroactively restated our historical financial statements to consolidate the historical results of Em3 and OccMed beginning with the periods the entities were under the control of WCAS, which was 2000 for Em3 and 2001 for OccMed. The equity interests of other investors, which was 34% for Em3 and 31% for OccMed, has been reflected as a “minority interest” in our financial statements for periods prior to the date of the acquisitions. In connection with the Em3 acquisition, we expensed approximately $0.1 million in restructuring costs primarily associated with employee severance and facilities consolidation costs. This amount was expensed pursuant to the standards of entities under common control accounting, and is reflective of the proportionate ownership percentage of WCAS as applied to the total amount of restructuring liabilities that occurred in connection with the acquisition.

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During 2003, we are integrating the operations and information systems of Em3 and OccMed within Health Services. We intend for this integration to involve both the primary operational activities and systems associated with the provision of Em3’s and OccMed’s services, as well as the general and administrative processes of these acquired companies, including their billing and accounts receivable systems. We currently believe that there will be no appreciable reductions in the overall combined costs of our services and in our general and administrative expenses as a result of this integration process.

In November 2001, we acquired all of the outstanding shares of capital stock of National Healthcare Resources, Inc., or NHR, a privately held company located in New York, New York, in a transaction valued at $141.8 million. NHR, founded in 1992, provided care management and network services to the workers’ compensation and auto insurance industries nationwide. NHR’s businesses were complementary in nature to and significantly expanded our Care Management Services and Network Services businesses. In connection with this acquisition, Concentra Inc. paid $84.0 million to NHR’s equity and option holders through cash payments totaling $1.0 million and an exchange of approximately 3.8 million shares of its common stock for all of the outstanding shares and share equivalents of NHR. Concurrently with the closing of the acquisition, our parent contributed the capital stock and share equivalents of NHR to our capital, and NHR repaid $57.8 million of its indebtedness. Of this $57.8 million, (1) $19.5 million was financed through our parent’s sale of new common stock and warrants, which were subsequently contributed to our capital, and (2) the remainder was financed through the use of cash on hand and by drawing down our then-existing revolving credit line. Because our controlling stockholder, WCAS, owned approximately 48% of the common voting equity in NHR, the acquisition was accounted for as a reorganization of entities under common control. Accordingly, the historical costs of NHR’s assets and liabilities were utilized to the extent of WCAS’s proportionate ownership interest in NHR and the remainder of the acquisition was accounted for under the purchase method of accounting, whereby assets and liabilities are “stepped-up” to fair value with the remainder allocated to goodwill. We recognized NHR’s historical net income and loss as a non-operating item in proportion to WCAS’s investment in NHR utilizing the equity method of accounting from August 17, 1999 through October 31, 2001. NHR’s full results of operations are consolidated after November 1, 2001, the effective date of the acquisition.

In connection with the NHR acquisition, we recorded $6.0 million in asset write-downs and $6.8 million in restructuring costs, which were primarily associated with employee severance and facilities consolidation costs. Of this $12.8 million, $5.5 million was recognized in 2001 as a charge for the acquisition of affiliate and reflects WCAS’s proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities that occurred in connection with the acquisition. We recorded unusual charges of $0.5 million to reflect employee severance and facility consolidation costs associated with our facilities. We recorded the remaining $6.8 million, which was reflective of the remaining non-WCAS proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities that occurred in connection with the acquisition, under the purchase method of accounting. In the last half of 2002, we recorded an additional $0.6 million to the restructuring cost accrual due primarily to increased estimates for personnel and facility termination costs.

During 2002, we integrated portions of the operations and information systems of NHR with our Network Services and Care Management Services segments and will continue this integration in subsequent years. This integration involves both the primary operational activities and systems associated with the provision of NHR’s network and care management services, as well as the general and administrative processes of this acquired company, including its billing and accounts receivable systems. While this integration has resulted in reductions in the overall combined costs of our services and in our general and administrative expenses, the ultimate amount of that benefit is difficult to quantify.

In November 2001, we acquired all of the outstanding capital stock of HealthNetwork Systems LLC, or HNS, a privately held company located in Naperville, Illinois, in a transaction valued at approximately $30.9 million. HNS, founded in 1999, provided network management services such as provider bill repricing and provider data management for health plans and other payors working with multiple preferred provider organization networks. These services were complementary to our existing services. We financed this acquisition primarily through the sale of our parent’s equity. Our parent exchanged this cash and other consideration for all of HNS’s capital stock. Concurrent with the closing of the acquisition, our parent contributed the capital stock of HNS and $0.8 million of cash to us, and we repaid approximately $0.8 million of HNS’s indebtedness. Steven E. Nelson, one of our directors, was the President and Chief Executive Officer of HNS at the time of the acquisition. Mr. Nelson and certain other of our directors and management owned approximately 46.1% of the equity in HNS. All of HNS’s assets, including its contracts, equipment, intangibles and goodwill, as well as all of its liabilities, were transferred to us and were recorded at fair value utilizing the purchase method of accounting.

Critical Accounting Policies

A “critical accounting policy” is one that is both important to the portrayal of the company’s financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The process of preparing financial statements in conformity with accounting principles generally accepted in the United States requires us to use estimates and assumptions to determine certain of our assets, liabilities, revenue and expenses. Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions

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that affect the reported amounts of assets, liabilities, revenue and expenses. We base these determinations upon the best information available to us during the period in which we are accounting for our results. Our estimates and assumptions could change materially as conditions within and beyond our control change or as further information becomes available. Further, these estimates and assumptions are affected by management’s application of accounting policies. Changes in our estimates are recorded in the period the change occurs. Our critical accounting policies include:

• revenue recognition;

• cost of services;

• contractual and bad debt allowances;

• deferred income tax asset valuation allowance;

• goodwill and other intangible assets;

• professional liability insurance claims;

• hedging arrangements; and

• acquired assets and liabilities.

The following is a discussion of our critical accounting policies and the related management estimates and assumptions necessary in determining the value of related assets or liabilities. A full description of all of our significant accounting policies is included in note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Revenue Recognition

We generally recognize revenue when it has persuasive evidence of an arrangement, the services have been provided to the customer, the sales price is fixed or determinable and collectibility is reasonably assured. We reduce revenue for estimated contractual allowances. In addition to the aforementioned general policy, the following are the specific revenue recognition policies of each segment of our operations.

Health Services.    Health Services consists of two primary components: (i) workers’ compensation injury care and related services; and (ii) non-injury healthcare services related to employer needs or statutory requirements. We recognize revenue for both of these services as the services are performed. The provider reimbursement methods for workers’ compensation injury care and related services vary on a state-by-state basis. Currently, 40 states have fee schedules pursuant to which all healthcare providers are uniformly reimbursed. The fee schedules are determined by each state and generally prescribe the maximum amounts that may be reimbursed for a designated procedure. In the states without fee schedules, healthcare providers are reimbursed based on usual, customary and reasonable fees charged in the particular state in which the services are provided. We include billings for services in states with fee schedules in revenue net of allowance for estimated differences between list prices and allowable fee schedule rates. We record adjustments to the allowance based on final payment from the states upon settlement. We record the net revenue amount as accounts receivable.

Network Services.    We derive a portion of Network Services’ revenue from fee schedule auditing prior to the related invoices being paid by our clients. Our fees are normally based on the number and amount of charges reviewed and a percentage of savings achieved by our clients, who are then obligated to pay for these services. During the fee schedule audit process (i.e., medical bill review), each bill reviewed and audited is returned to the customer accompanied by an Explanation of Benefit (“EOB”). The EOB details the total savings with respect to the bill being reviewed as well as the amount owed to us as a percentage of savings identified and the line charge associated with the bill being reviewed. We recognize this portion of our Network Services revenue as the services are performed. Because the majority of insurance claims are reviewed by Network Services prior to the customer’s review and payment of these claims and because some claims may have certain, pre-existing discount arrangements or disqualifying situations, our customers will request a refund or chargeback for these amounts previously invoiced to them when these situations occur. Accordingly, we record contractual allowances to reduce the revenue recorded for these services based upon an estimate of these discounts and chargebacks. We utilize several methods to estimate unpresented discounts and chargebacks, including a review of our actual experience with contractual discounts and other factors.

Another portion of Network Services revenue relates to retrospective, or “post-payment,” bill review services. In December 1999, the SEC issued Staff Accounting Bulletin No. 101 (“SAB 101”), Revenue Recognition in Financial Statements. SAB 101 provides additional guidance in applying generally accepted accounting principles for revenue recognition in financial statements.

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SAB 101 implementation guidance issued by the SEC in the fourth quarter of 2000 required us to recognize revenue from our post-payment bill review services effectively on a cash basis. Prior to adoption of this standard, we recognized this revenue as savings were identified for our clients. The cumulative charge recognized in 2000 from this change in accounting principle was $2.8 million, net of tax effect of $2.3 million.

Care Management Services.    We recognize revenue for our case management and independent medical examinations businesses as the services are performed.

Cost of Services

Cost of services consist primarily of the compensation and fringe benefits of physician and therapy providers, licensed technicians, clinic support and other field personnel, medical malpractice insurance, medical and laboratory supplies, facility costs and bad debt expense. Historically, acquisitions and the costs associated with these additional personnel and facilities have been the most significant factor driving increases in our cost of services. More recently, we have seen substantial increases in our medical malpractice and other insurance costs.

Contractual and Bad Debt Allowances

We estimate potential contractual and bad debt allowances relative to current period service revenue. We analyze historical collection adjustment experience when evaluating the adequacy of the contractual and bad debt allowances. We must make significant management judgments and estimates in determining contractual and bad debt allowances in any accounting period. One significant uncertainty inherent in our analysis is whether our past experience will be indicative of future periods. Although we consider future projections when estimating contractual and bad debt allowances, we ultimately make our decisions based on the best information available to us at that time. Our provision for contractual and bad debt allowances amounted to $69.7 million in 2002 and $56.6 million for the first nine months of 2003. Our accounts receivable balance was $167.6 million, net of contractual and bad debt allowances of $42.2 million, as of December 31, 2002. Our accounts receivable balance was $185.8 million, net of contractual and bad debt allowances of $47.1 million, as of September 30, 2003.

Deferred Income Tax Asset Valuation Allowance

Deferred income tax assets are recognized for deductible temporary differences, net operating loss carryforwards and credit carryforwards if it is more likely than not that the tax benefits will be realized. Realization of our deferred income tax assets is dependent on generating sufficient future taxable income prior to the expiration of the loss and tax credit carryforwards. We evaluate the recoverability of the deferred income tax assets and associated valuation allowance on a regular basis. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We evaluate a variety of factors on a regular basis to determine the amount of deferred income tax assets to recognize in the financial statements, including our recent earnings history, projected future taxable income, the number of years our net operating loss and tax credits can be carried forward, the existence of taxable temporary differences and available tax planning strategies. Based upon our recent operating history and other factors, management determined that it is more likely than not that certain deferred income tax assets will not be realized. The valuation allowance recorded for deferred income tax assets was $32.0 million and $30.4 million as of December 31, 2002 and September 30, 2003, respectively.

Goodwill and Other Intangible Assets

We assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Important factors that could trigger an impairment review include:

• significant underperformance relative to expected historical or projected future operating results;

• significant changes in the manner of our use of the acquired assets or the strategy for our overall business;

• significant negative industry or economic trends;

• a significant decline in our public bond price for a sustained period; and

• a significant decline in our estimated market capitalization relative to net book value.

Under generally accepted accounting principles, we are required to write down our intangible assets if they are determined to be impaired. Under current accounting standards, an impairment of an intangible asset is considered to have occurred when the estimated undiscounted future cash flows related to the assets are less than the carrying value of the asset. Estimates of future cash flows involve

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consideration of numerous factors, depending upon the specific asset being assessed. Relevant factors in this assessment include estimates of future market growth rates, service acceptance and lifecycles, selling prices and volumes, responses by competitors, service delivery costs and assumptions as to other operating expenses. When we determine that the carrying value of intangible assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model. Our net identifiable intangible assets and goodwill amounted to $486.2 million and $487.5 million as of December 31, 2002 and September 30, 2003, respectively. The value of these projected discounted cash flows could be subject to change based on differences in the assumptions noted above.

In 2002, Statement of Financial Accounting Standards No. (“SFAS”) 142, Goodwill and Other Intangible Assets, became effective and, as a result, we ceased amortizing our goodwill. We recorded approximately $14.8 million of amortization on these amounts during 2001. In lieu of amortization, we were required to perform an initial impairment review of our goodwill in 2002 and an annual impairment review thereafter. Under SFAS 142, we were required to test all existing goodwill and indefinite life intangibles for impairment on a reporting unit basis. A reporting unit is the operating segment unless, at businesses one level below that operating segment (the component level), discrete financial information is prepared and regularly reviewed by management, and the businesses are not otherwise aggregated due to having certain common characteristics, in which case such component is the reporting unit. We use a fair value approach to test goodwill and indefinite life intangibles for impairment. We recognize an impairment charge for the amount, if any, by which the carrying amount of goodwill and indefinite life intangibles exceeds its fair value. We established fair values using projected cash flows. When available and as appropriate, we used comparative market multiples to corroborate projected cash flow results. We completed our initial review during the second quarter of 2002 and our annual impairment tests in the third quarters of 2002 and 2003. We did not record an impairment charge upon completion of these reviews. However, the fair value of Care Management Services’ goodwill exceeded its carrying amount by a relatively modest amount for the third quarter of 2003 impairment test, due primarily to this reporting unit’s recent performance trends. Although Care Management Services’ earnings have improved during the last twelve months, a non-cash goodwill impairment charge to income may be incurred for this reporting unit in a future period depending on the prospective growth of earnings.

Professional Liability Insurance Claims

We operate, along with virtually all health care providers, in an environment with medical malpractice and professional liability risks. The entire primary healthcare industry is experiencing a dramatic increase in professional liability costs because of the volume of claims and the large legal settlements based on alleged negligence in providing healthcare. Allowances for professional liability risks were $5.6 million and $5.9 million at December 31, 2002 and September 30, 2003, respectively. We base our provisions for losses related to professional liability risks upon actuarially determined estimates. Loss and loss expense allowances represent the estimated ultimate net cost of all reported and unreported losses incurred. We estimate the allowances for unpaid losses and loss expenses using individual case-basis valuations and statistical analyses. Trends in loss severity and frequency affect these estimates. We continually review and record adjustments for these estimates as experience develops or new information becomes known. Current operating results include the changes to the estimated allowances. Due to the considerable variability that is inherent in such estimates, there can be no assurance that the ultimate liability will not exceed our estimates.

Hedging Arrangements

We were a party to certain arrangements that hedged a portion of our exposure to variable interest rates under our previous credit facility. When accounting for hedging arrangements, we are required by accounting standards to:

• recognize the fair value of hedging arrangements as assets or liabilities in the financial statements; and

• recognize changes in the fair value of these derivatives in our statements of operations.

We are not a party to any arrangements that hedge any portion of our exposure to variable interest rates under our current debt agreements. Should we hedge our exposure to variable interest rates in the future, we expect that third parties, including major banking institutions, will provide us with estimates of fair values of our hedging arrangements, which would reflect several factors, including relevant future market conditions, current bid-offer spreads and other market conditions. Valuations based on other models or different assumptions, including yield curve shifts, may result in significantly different valuation estimates and could cause significant non-cash changes to our earnings relating to the change in the fair value of the interest rate hedges that we utilize.

Acquired Assets and Liabilities

Our business has grown in part through several strategic acquisitions over the last few years. During 2001 and 2002, we acquired a total of 18 occupational healthcare centers, as well as HNS, NHR, Em3 and OccMed. The individual assets and liabilities of each acquired company must be recorded at fair value, reflecting amounts for tangible assets and liabilities and intangible assets.

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In many cases, we prepare our own internal purchase price allocations and determine the lives of the acquired assets. However, we may also use independent appraisers to assist us in these efforts for our larger or more complex acquisitions. We use several valuation techniques in order to estimate fair values, including discounted cash flow analysis, replacement cost analysis and market comparables. These methods require significant assumptions regarding market conditions, operational integration issues and the utilization of the underlying assets, which could change in the future and result in a significant impact on our earnings. Additionally, we are required to make estimates of restructuring liabilities incurred in connection with these assets. These estimates involve assumptions relating to the timing and cost of personnel reductions, facility lease charges and other related exit costs. Because of the inherent nature of these assumptions and techniques, we could experience changes in estimated values that could be material to our earnings.

Recent Accounting Pronouncements

In July 2001, the FASB issued SFAS 143, Accounting for Asset Retirement Obligations. SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred and capitalized as part of the carrying amount of the long-lived asset. We adopted SFAS 143 on January 1, 2003. The adoption did not have a material impact on our consolidated financial position, results of operations or cash flows.

In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. The statement provides a single accounting model for long-lived assets to be disposed of. We adopted SFAS 144 on January 1, 2002. The adoption did not have a material impact on our consolidated financial position, results of operations or cash flows.

In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS 145 concludes that gains or losses from debt extinguishments used as part of a company’s risk management strategy should not be classified as an extraordinary item, effective for fiscal years beginning after May 15, 2002 with early adoption encouraged. SFAS 145 also requires sale-leaseback accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions, effective for transactions occurring after May 15, 2002. This statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions, effective for financial statements issued on or after May 15, 2002. We adopted the provisions of this pronouncement for all related transactions in the second quarter of 2002. This adoption did not have a significant impact on our consolidated financial statements. We redeemed $47.5 million of our existing 13% senior subordinated notes in July 2002 and prepaid $25.0 million of our senior term indebtedness in November 2002. In accordance with SFAS 145, the related losses from debt extinguishment were included in income from continuing operations in the third and fourth quarters of 2002. For a further discussion, see note 5 in our audited consolidated financial statements included elsewhere in this prospectus.

In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS 146 addresses the accounting for costs to terminate a contract that is not a capital lease, costs to consolidate facilities and relocate employees, and involuntary termination benefits under one-time benefit arrangements that are not an ongoing benefit program or an individual deferred compensation contract. A liability for contract termination costs should be recognized and measured at fair value when either the contract is terminated or when the entity ceases to use the right conveyed by the contract. A liability for one-time termination benefits should be recognized and measured at fair value at the communication date if the employee would not be retained beyond a minimum retention period (i.e., either a legal notification period or 60 days, if no legal requirement exists). For employees who will be retained beyond the minimum retention period, a liability should be accrued ratably over the future service period. We adopted SFAS 146 on January 1, 2003. The adoption did not have a material impact on our consolidated financial position, results of operations or cash flows.

In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 elaborates on the existing disclosure requirements for most guarantees, including residual value guarantees issued in conjunction with operating lease agreements. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligation it assumes under that guarantee and must disclose that information in its interim and annual financial statements. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. Our adoption of FIN 45 did not have a material impact on our results of operations and financial position, as our previous credit agreement prohibited, and our existing credit agreement prohibits, these types of guarantees.

In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based Compensation—Transition and Disclosure. SFAS 148 amends SFAS 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure

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requirements of SFAS 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The additional disclosure requirements of SFAS 148 are effective for fiscal years ending after December 15, 2002. We have elected to continue to follow the intrinsic value method of accounting, as prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued toEmployees, to account for employee stock options. For the disclosures required by SFAS 148, see note 10 in our audited consolidated financial statements included elsewhere in this prospectus.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either (1) does not have equity investors with voting rights or (2) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or other property. A variable interest entity may be essentially passive or it may engage in research and development or other activities on behalf of another company. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply to all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. We do not have any variable interest entities.

In April 2003, the FASB issued SFAS 149, Amendment of Statement of 133 on Derivative Instruments and Hedging Activities. SFAS 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 149 was generally effective for contracts entered into or modified after June 30, 2003 and did not have an impact on our financial statements.

In May 2003, the FASB issued SFAS 150, Accounting for Certain Instruments with Characteristics of Both Liability and Equity. SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 requires that an issuer classify a financial instrument that is within its scope, which may have previously been reported as equity, as a liability. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. SFAS 150 did not have any financial impact on our financial statements.

Results of Operations

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002

The following table provides the results of operations for the nine months ended September 30, 2003 and 2002 ($    in millions):

	Nine Months Ended						Change
	September 30, 2003			September 30, 2002			$			%
Revenue:
Health Services	$	379.9		$	354.7		$	25.2		7.1	%
Network Services		188.9			168.7			20.2		12.0
Care Management Services		212.5			225.6			(13.1	)	(5.8	)
Total revenue	$	781.3		$	749.0		$	32.3		4.3	%
Cost of services:
Health Services	$	310.7		$	302.2		$	8.5		2.8	%
Network Services		106.3			103.8			2.5		2.5
Care Management Services		188.5			201.5			(13.0	)	(6.5	)
Total cost of services	$	605.5		$	607.5		$	(2.0	)	(0.3	%)
Gross profit:
Health Services	$	69.2		$	52.5		$	16.7		31.7	%
Network Services		82.6			64.9			17.7		27.2
Care Management Services		24.0			24.1			(0.1	)	(0.2	)
Total gross profit	$	175.8		$	141.5		$	34.3		24.2	%
Gross profit margin:
Health Services		18.2	%		14.8	%				3.4	%
Network Services		43.7			38.5	%				5.2
Care Management Services		11.3			10.7	%				0.6
Total gross profit margin		22.5	%		18.9	%				3.6	%

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Revenue

The increase in revenue in the first nine months of 2003 over the same period in 2002 was primarily due to growth in our Health Services and Network Services businesses, partially offset by decreased volumes in our Care Management Services business. Also, the revenue increase for the first nine months of 2003 from the first nine months of 2002 was partially due to a change in accounting estimate for accounts receivable reserves in the first quarter of 2002 whereby we increased contractual allowances and correspondingly reduced revenue by $5.4 million in that quarter. Following an extensive review of our accounts receivable history and collection experience using new data provided by recently implemented information systems, we determined that additional contractual allowances were required as of March 31, 2002. This increase in accounts receivable reserves related primarily to Health Services, which reduced its revenue by $7.9 million, and was partially offset by receivables reserve decreases of $1.3 million in Network Services and $1.2 million in Care Management Services.

Health Services.    Health Services’ revenue increased in the first nine months of 2003 from the same period in 2002 primarily due to growth in average revenue per visit. Increases in ancillary services also contributed significantly to this segment’s revenue growth as compared to the prior year. The first quarter 2002 revenue reduction of $7.9 million for the accounts receivable reserve increase also contributed to the revenue increase for the first nine months of 2003 from the first nine months of 2002. The number of total patient visits per day to our centers in the first nine months of 2003 increased 0.4% compared to the first nine months of 2002 and decreased 0.3% on a same-center basis. Our “same-center” comparisons represent all centers that Health Services has operated for the previous two full years and includes the effects of any centers acquired and subsequently consolidated into existing centers. We have experienced some improvement in growth trends as compared to the same-center decline of 3.0% we reported for the first nine months of last year and anticipate that these rates of growth will generally improve further once job growth rates resume to more traditional levels. For the nine months ended September 30, 2003 and 2002, Health Services derived 72.3% and 71.2% of its comparable same-center net revenue from the treatment of work-related injuries and illnesses, respectively, and 27.7% and 28.8% of its net revenue from non-injury and non-illness related medical services, respectively. Excluding on-site and ancillary services, injury-related visits constituted 50.0% of same-center visits in the first nine months of 2003 and 2002. On a same-center basis, average revenue per visit increased 2.9% for the first nine months of 2003 as compared to the same period in the prior year primarily due to increases in the average prices charged for our services. We currently anticipate further price increases in our Health Services segment due to increases in the fee schedules that apply to our services in key states in which we do business. For the first nine months of 2003 and 2002, same-center revenue was $336.4 million and $328.0 million, respectively, while revenue from acquired and developed centers and ancillary services was $43.5 million and $34.6 million for the same respective periods.

Network Services.    This segment’s revenue increased $20.2 million, or 12.0%, for the first nine months of 2003 from the same period of 2002 due to growth in billings. The increase for the first nine months of 2003 was partially offset by the $1.3 million revenue increase due to the first quarter of 2002 accounts receivable reserve decrease. Our non-network medical providers’ bill review services provided the majority of the revenue increase due to an increase in the amount of gross charges reviewed as compared to the prior year and the amount of savings achieved through our review of medical charges. Increases in our workers’ compensation-based preferred provider organization and provider bill repricing and review services also contributed to the revenue increases. These increases related primarily to the addition of new customer accounts and business volumes in these lines of business. Although we currently believe this segment will provide comparatively higher rates of growth during coming periods than our other two segments, these rates of growth could be decreased depending on our ability to maintain new customer and volume additions at current levels, due to increased price competition, and based on the nature of jurisdictional reimbursement trends for workers’ compensation injuries, particularly with respect to recent changes in the State of California.

Care Management Services.    Revenue for our Care Management Services segment decreased by $13.1 million, or 5.8%, for the first nine months of 2003 from the same period of 2002 due to lower billings. The $1.2 million revenue increase in the first quarter of 2002 for the accounts receivable reserve decrease also contributed to the 2003 year-to-date revenue decline. The billing decrease was due to declines in our case management and independent medical exams services.

Like our other business segments, we provide a majority of our Care Management Services to clients in the workers’ compensation market. In a manner similar to our other business segments, we have experienced declines in referral trends, which we believe primarily relate to the overall drop in nationwide employment and related rates of workplace injuries. Generally, Health Services is the first segment to be affected by economic downturns and upturns since it sees patients at the time of initial injury. Network Services is the second segment to be affected since it involves the review of bills generated from injury-related visits. Care Management Services is the final segment to experience the effects of changing injury trends since it generally receives referrals for service a number of months after the initial injury occurs. Accordingly, we believe a primary cause of the decline in revenue experienced in Care Management Services in 2003 is related to the effects of declines in workplace injuries that we experienced in our Health Services business during 2002. As we are currently seeing gradual improvements in the relative visit amounts in our Health Services segment, we anticipate that we could experience a similar future recovery in the rates of referrals in Case Management Services based on the degree to which employment trends stabilize and return to historical rates of growth.

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In addition to the economic effects described above, we have also encountered revenue declines in our independent medical exams and case management services associated with client referral volume decreases due to integration of acquired operations with our own, increased regional competition, and potentially due to a trend by certain insurance company clients to lengthen the amount of time prior to referring cases for case management services and independent medical exams.

Cost of Services

For the first nine months of 2003, the decrease in total cost of services as compared to the first nine months of 2002 was primarily due to adjustments to the accounts receivable reserves in the first quarter of 2002. These decreases in expenses relate primarily to a year-over-year reduction in staffing levels, which primarily affected the Care Management Services business segment. During the third quarter of 2002, we had total personnel headcounts of approximately 10,450. Due to cost reduction initiatives and other factors, our total personnel headcounts were decreased to approximately 10,000 during the third quarter of this year. As part of the review of our accounts receivable history and collection experience, Health Services recorded an adjustment of $1.7 million to bad debt expense in the first quarter of 2002 to increase its bad debt reserves. The remaining $0.3 million decrease in total cost of services in the first nine months of 2003 from the same period in 2002 was due to increased costs in Health Services and Network Services, partially offset by decreased expenses in Care Management Services.

Gross Profit

The increases in the gross profit and gross profit margin for the first nine months of 2003 from the first nine months of 2002 were due to increases for Health Services and Network Services. Our overall gross and operating margins also improved during 2003 due to the reduction in total personnel described above. These reductions were primarily made in our Care Management Services segment and in certain information technology and administrative functions.

Health Services.    The primary factor in Health Services’ gross profit increase in the first nine months of 2003 as compared to the first nine months of 2002 was a $9.6 million increase in accounts receivable reserves related to the change in accounting estimate in the first quarter of 2002, consisting of a $7.9 million reduction in revenue and a $1.7 million increase in cost of services. Health Services’ remaining gross profit increase of $7.1 million was primarily due to improved revenue, increases in ancillary services and our corresponding utilization of the fixed nature of our existing center facilities.

Network Services.    Network Services’ gross profit and gross profit margin increases in 2003 from 2002 were primarily due to revenue growth in 2003 and the relatively fixed nature of this segment’s expenses. This segment’s gross profit increase for the first nine months of 2003 compared to the first nine months of 2002 was partially offset by the $1.3 million accounts receivable adjustment in the first quarter of 2002.

Care Management Services.    The slight decreases in year-to-date gross profit and gross profit margin were due to the $1.2 million accounts receivable reserve adjustment in the first quarter of 2002, partially offset by year-to-date reductions in costs in excess of the declines in revenue.

General and Administrative Expenses

For the first nine months of 2003, general and administrative expenses increased 16.0% to $89.9 million from $77.5 million in the first nine months of 2002, or 11.5% and 10.3% as a percentage of revenue for the first nine months of 2003 and 2002, respectively. The increase in general and administrative expenses during 2003 was primarily due to increased compensation and benefits costs, as well as higher costs associated with depreciation and property and casualty insurance. Additionally, the increase for the first nine months of 2003 from the same period in 2002 was affected by a $3.9 million reduction in employee benefits in the first quarter of 2002 associated with a reduction in the amount of employee contributions we matched in our defined contribution plan as compared to prior years.

Interest Expense, Net

For the first nine months of 2003 and 2002, interest expense was $42.9 million and $48.6 million, respectively. These decreases were primarily due to the termination of our interest rate collars in August 2003, the redemption of $47.5 million of our 13% senior subordinated notes in July 2002 and the prepayment of $25.0 million of our previous credit facility in November 2002. As of September 30, 2003, approximately 53.2% of our debt bore interest at floating rates. Rising interest rates would negatively impact our results. See “—Liquidity and Capital Resources”.

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Interest Rate Hedging Arrangements

In 2003 and 2002, we used interest rate collars to reduce our exposure to variable interest rates and because our previous credit agreement required them. These collars generally provided for certain ceilings and floors on interest payments as the three-month LIBOR rate increased and decreased, respectively. The changes in fair value of this combination of ceilings and floors were recognized each period in earnings. We recorded gains of $9.9 million in the first nine months of 2003, as compared to losses of $8.9 million for the same period of the prior year. The computation of these gains and losses was based upon the change in the fair value of our interest rate collar agreements. The earnings impact from these gains and losses resulted in non-cash charges or credits and did not impact cash flows from operations or operating income. There had been periods with significant non-cash increases or decreases to our earnings relating to the change in the fair value of the interest rate collars. The August 2003 Refinancing Transactions included terminating our hedging arrangements. The costs related to recognizing changes in their fair value were charged to expense in the third quarter of 2003. For a further discussion of the refinancing transactions, see “—Liquidity and Capital Resources.”

Provision for Income Taxes

We recorded tax provisions of $5.6 million in the first nine months of 2003, which reflected an effective tax rate of 14.1%. For the third quarter and first nine months of 2002, we recorded a tax benefit of $3.5 million and a tax provision of $1.4 million, which reflected effective tax rates of 33.1% and (68.6)%, respectively. The effective rate differed from the statutory rate primarily due to the impact of state income taxes and the deferred income tax valuation allowance. Due to our current relationship of taxable income as compared to net income, our effective tax rate can vary significantly from one period to the next depending on relative changes in net income. As such, we currently expect further variation in our effective tax rate in the last quarter of 2003. Due to our recent operating history and other factors, we have established a valuation allowance for certain of our deferred income tax assets. To the extent that we achieve consistent levels of profitability in future periods, we may receive benefits in our income tax provision associated with the reduction of the deferred income tax valuation allowance.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

The following table provides the results of operations for years ended December 31, 2001 and 2002 ($            in millions):

	Year Ended December 31,						Change
	2001			2002			$			%
Revenue:
Health Services	$	443.3		$	472.0		$	28.7		6.5	%
Network Services		185.3			230.3			45.0		24.3
Care Management Services		228.3			296.8			68.5		30.0
Total revenue	$	856.9		$	999.1		$	142.2		16.6	%
Cost of services:
Health Services	$	375.5		$	406.1		$	30.6		8.1	%
Network Services		110.2			138.2			28.0		25.4
Care Management Services		200.2			267.1			66.9		33.4
Total cost of services	$	685.9		$	811.4		$	125.5		18.3	%
Gross profit:
Health Services	$	67.8		$	65.8		$	(2.0	)	(2.9	)%
Network Services		75.1			92.1			17.0		22.6
Care Management Services		28.1			29.7			1.6		5.7
Total gross profit	$	171.0		$	187.6		$	16.6		9.7	%
Gross profit margin:
Health Services		15.3	%		13.9	%				(1.4	)%
Network Services		40.5			40.0					(0.5	)
Care Management Services		12.3			10.0					(2.3	)
Total gross profit margin		20.0	%		18.8	%				(1.2	)%

Revenue

The increase in revenue was due to growth in all of our segments. While Network Services and Care Management Services reflected significant growth in their reported revenue during the year, these revenue increases were largely due to our acquisition of NHR and, to a lesser extent, the effects of our acquisition of HNS, both of which occurred in November 2001.

Due to a change in accounting estimate for accounts receivable reserves, we increased contractual allowances and correspondingly reduced revenue by $5.4 million in the first quarter of 2002. Following an extensive review of our accounts receivable history and collection experience that used new data provided by recently implemented information systems, we determined that additional contractual allowances were required as of March 31, 2002. This increase in accounts receivable reserves

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related primarily to Health Services, which reduced its revenue by $7.9 million in the first quarter, and was partially offset by receivables reserve adjustments of $1.3 million in Network Services and $1.2 million in Care Management Services.

Total contractual provisions offset against revenue during the years ended December 31, 2002 and 2001 were $53.7 million and $35.9 million, respectively. The increase was primarily due to the accounts receivable reserve adjustment in 2002 and a full year impact of the NHR acquisition.

Health Services.    Health Services’ revenue in 2002 increased $36.6 million, or 8.3%, due to the acquisition and development of centers, as well as growth in our on-site and ancillary services. This increase was partially offset by the effect of the $7.9 million accounts receivable reserve adjustment. The full year impact of the 15 centers acquired in 2001 and the 12 centers developed during 2001, as well as the three centers acquired during 2002, contributed to the revenue growth. A number of these centers were subsequently consolidated with other centers we previously owned in the same markets. The number of total patient visits per day to our centers in 2002 increased 3.6% compared with 2001 and decreased 2.2% on a same-center basis. For the years ended December 31, 2002 and 2001, Health Services derived 71.4% and 71.1% of its comparable same-center net revenue from the treatment of work-related injuries and illnesses, respectively, and 28.6% and 28.9% of its net revenue from non-injury and non-illness related medical services, respectively. Excluding on-site and ancillary services, injury-related visits constituted 49.9% of same-center visits in 2002, as compared to 51.4% for 2001. The slight increase in non-injury related visits in 2002 as compared to the prior year was primarily due to an increase in the number of new-hires made by our clients in 2002, mainly in the last half of the year, as compared to 2001, as well as hiring by new customers added during 2002. The new-hires activity affected the number of pre-employment drug screens and physical exams performed. In 2002, we experienced decreases in injury visits as compared to the prior year due primarily to a decline in the number of injuries occurring in our clients’ workplaces. On a same-center basis, average revenue per visit increased 1.3% for 2002 as compared to 2001, primarily due to increases in the average prices charged for our services, partially offset by a smaller percentage of our visits being injury visits in 2002. The average fees charged for injury visits are generally higher than those charged for non-injury related visits. Same-center revenue was $396.5 million and $378.0 million for 2002 and 2001 respectively, while revenue from acquired and developed centers and ancillary services was $83.4 million and $65.3 million for the same respective periods.

Network Services.    The increase in Network Services’ revenue was primarily attributable to our acquisitions of NHR and HNS in November 2001. Additionally, we experienced growth in our non-network bill review services. This growth was primarily due to an increase in the amount of gross charges reviewed as compared to the prior year and the amount of savings achieved through our review of medical charges.

Care Management Services.    Revenue growth for Care Management Services was due primarily to our NHR acquisition in November 2001. Revenue from existing customers experienced a slight decline from the prior year. Like our two other business segments, a majority of our Care Management Services are provided to clients in the workers’ compensation market. In a manner similar to our other business segments, we have experienced declines in referral trends, which we believe primarily relate to the overall drop in nationwide employment and related rates of workplace injuries. Generally, Health Services is the first segment to be affected by economic downturns and upturns since it sees patients at the initial time of injury. Network Services is the second segment to be affected since it involves the review of bills generated from injury-related visits. Care Management Services is the final segment to experience the effects of changing injury trends since it generally receives referrals for service a number of months after the initial injury occurs. Accordingly, we believe a primary cause of the decline in revenue experienced in Care Management Services in 2002 was related to the effects of declines in workplace injuries that we first experienced in the Health Services business during 2001.

In addition to the economic effects described above, we have encountered, to a lesser extent, some revenue declines in our independent medical exams services associated with client referral volume decreases due to the integration of NHR’s operations with our own.

Cost of Services

The increase in total cost of services in 2002 from 2001 was primarily due to the acquisition of NHR and HNS in November 2001. Additionally, adjustments to the accounts receivable reserve in the first quarter of 2002 contributed to this increase. As part of the review of our accounts receivable history and collection experience, Health Services recorded an adjustment of $1.7 million in the first quarter of 2002 to increase its bad debt reserves.

Gross Profit

The increase in the gross profit was primarily due to the acquisitions of NHR and HNS in November 2001. The decrease in the gross profit margin was due primarily to revenue increases in Care Management and Network Services that did not proportionately offset the increases in our cost of services. The decrease in our gross profit percentage was also due to the change in our accounting estimate for accounts receivable reserves in the first quarter of 2002.

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Health Services.    Health Services’ gross profit decreased $2.0 million to $65.8 million in 2002 from $67.8 million in 2001, and its gross profit margin decreased by 1.4% to 13.9% from 15.3% for the same periods. The primary factor in this gross profit decrease for 2002 was a $9.6 million increase in accounts receivable reserves related to the change in accounting estimate in the first quarter of 2002, consisting of a $7.9 million reduction in revenue and a $1.7 million increase in cost of services. Health Services’ offsetting gross profit increase of $7.6 million was primarily due to improved revenue and the comparative improvement in the year-to-year performance of Em3 and OccMed.

Network Services.    Network Services’ gross profit increase in 2002 from 2001 was primarily related to the acquisition of NHR in 2001. The slight decrease in the gross margin was due to higher proportionate growth in cost of services over the growth in revenue.

Care Management Services.    Care Management Services’ gross profit increase in 2002 from 2001 was primarily due to the 2001 acquisition of NHR. Decreases in our comparative gross margin related primarily to reductions in revenue for which there were not corresponding reductions in costs. Additionally, costs within Care Management Services, and to a lesser extent in Network Services, were also affected during the year due to an increase in the staffing levels and physician costs associated with services provided to our auto insurance clients. These cost increases reflect both the expansion of the business in markets where we are seeking new business as well as increases in service levels to existing customer accounts. During the latter part of the third quarter and throughout the fourth quarter of 2002, we evaluated and implemented various cost reduction initiatives in an effort to lower the cost structure of our case management services and independent medical exams businesses. These initiatives generally seek to lower our staffing to levels more commensurate with current referral volume levels, and they could contribute to improvements in our Care Management Services margins as a whole. However, our margin will be dependent both on our ability to achieve and sustain the planned reductions as well as on the degree to which we achieve stable or growing revenue trends.

General and Administrative Expenses

General and administrative expenses for 2002 were $106.2 million, or 10.6% of revenue, compared to $81.6 million, or 9.5% of revenue, for 2001. This increase was primarily due to the acquisitions of NHR and HNS in 2001. Partially offsetting this increase was a 2002 decrease in general and administrative expenses related to a $2.4 million reduction in employee benefits associated with a reduction in the amount of employee contributions we matched in our defined contribution plan as compared to prior years. This decrease in expenses was offset by $2.1 million in expenses associated with the separation of our former chief operating officer, certain other officers and division management.

Amortization of Intangibles

Amortization of intangibles decreased in 2002 to $3.8 million from $15.7 million in 2001, or 0.4% and 1.8% as a percentage of revenue for 2002 and 2001, respectively. This decrease was primarily the result of the implementation of Statement of Financial Accounting Standards No. (“SFAS”) 142, Goodwill and Other Intangible Assets (“SFAS 142”) on January 1, 2002, which discontinued the amortization of goodwill and intangible assets with an indefinite life, partially offset by the amortization of other intangibles associated with the NHR acquisition in November 2001.

Unusual Charges

Due to a change in estimates, we reversed $1.7 million in restructuring costs in 2002 related to restructuring reserves from 1998 and 1999. Transaction costs of $0.5 million relating to the Em3 and OccMed acquisitions partially offset these expense reversals. For further discussion of our unusual charges, see “—Unusual Charge Reserves” below and note 4 to our audited consolidated financial statements included elsewhere in this prospectus.

Interest Expense, Net

Interest expense decreased $2.8 million in 2002 to $63.6 million from $66.4 million in 2001. This decrease was due primarily to lower interest rates in 2002 and the redemption of $47.5 million of our existing 13% senior subordinated notes in July 2002. As of December 31, 2002, approximately 70.2% of our debt bore interest at floating rates.

Interest Rate Hedging Arrangements

In 2002 and 2001, we used interest rate collars to reduce our exposure to variable interest rates and because our previous senior secured credit agreement required them. These collars generally provided for certain ceilings and floors on interest payments as the three-month LIBOR rate increased and decreased, respectively. The changes in fair value of this combination of ceilings and floors were recognized each period in earnings. We recorded a loss of $7.6 million in 2002, as compared to a loss of $13.6 million for 2001. These losses were based upon the change in the fair value of our interest rate collar agreements. This earnings impact and any

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subsequent changes in our earnings as a result of the changes in the fair values of the interest rate collars were non-cash charges or credits and did not impact cash flows from operations or operating income. In connection with the August 2003 Refinancing Transactions we terminated these collars.

Early Retirement of Debt

We redeemed $47.5 million of our existing 13% senior subordinated notes in July 2002 and prepaid $25.0 million of our previous senior term debt in November 2002. In accordance with SFAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections, we included in income from continuing operations $7.4 million and $0.5 million of debt extinguishment costs in the third and fourth quarters of 2002, respectively. These costs were comprised of $6.2 million premium over the face amount of the redeemed existing 13% senior subordinated notes and $1.7 million of related existing deferred financing fees and other expenses.

Provision for Income Taxes

We recorded tax provisions of $4.6 million and $3.8 million in 2002 and 2001, which reflected effective tax rates of 446.3% and (25.6%), respectively. The effective rate differed from the statutory rate primarily due to the impact of state income taxes and the deferred income tax valuation allowance. Due to our current relationship of taxable income as compared to net income, our effective tax rate can vary significantly from one period to the next depending on relative changes in net income. As such, we currently expect further variation in our effective tax rate in 2003.

Due to our recent operating history and other factors, we have established a valuation allowance for certain of our deferred tax assets. To the extent that we achieve consistent levels of profitability in future periods, we may receive future benefits in our income tax provision associated with the reduction of these valuation allowances. For further discussion of our income taxes, see “—Critical Accounting Policies—Deferred Income Tax Asset Valuation Allowance” and note 7 in our audited consolidated financial statements included elsewhere in this prospectus.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

The following table provides the results of operations for years ended December 31, 2000 and 2001 ($ in millions):

	Year Ended December 31,						Change
	2000			2001			$			%
Revenue:
Health Services	$	409.7		$	443.3		$	33.6		8.2	%
Network Services		162.6			185.3			22.7		13.9
Care Management Services		189.9			228.3			38.4		20.2
Total revenue	$	762.2		$	856.9		$	94.7		12.4	%
Cost of services:
Health Services	$	335.9		$	375.5		$	39.6		11.8	%
Network Services		100.8			110.2			9.4		9.4
Care Management Services		170.9			200.2			29.3		17.1
Total cost of services	$	607.6		$	685.9		$	78.3		12.9	%
Gross profit:
Health Services	$	73.8		$	67.8		$	(6.0	)	(8.2	)%
Network Services		61.9			75.1			13.2		21.4
Care Management Services		19.0			28.1			9.1		48.1
Total gross profit	$	154.7		$	171.0		$	16.3		10.6	%
Gross profit margin:
Health Services		18.0	%		15.3	%				(2.7	)%
Network Services		38.0			40.5					2.5
Care Management Services		10.0			12.3					2.3
Total gross profit margin		20.3	%		20.0	%				(0.3	)%

Revenue

The increase in total revenue in 2001 from 2000 was due to growth in all business segments. Total contractual provisions offset against revenue during the years ended December 31, 2001 and 2000 were $35.9 million and $41.9 million, respectively.

Health Services.    Health Services’ revenue growth resulted primarily from the acquisition and development of centers and an increase in average revenue per visit. Increased revenue from new center growth was a result of 15 new centers acquired and 12 centers developed in 2001 and a full year impact of the eight centers acquired in 2000. On a same-center basis, revenue increased

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1.2% in 2001 as compared to 2000. This increase was the result of a 4.6% increase in the average revenue per same-center visit, offset by a 3.2% decrease in the number of same-center visits compared to 2000. For the years ended December 31, 2001 and 2000, Health Services derived 71.1% and 69% of its comparable same-center net revenue from the treatment of work-related injuries and illnesses, respectively, and 28.9% and 31% of its net revenue from non-injury and non-illness related medical services, respectively. During 2001, we experienced a decline in the rate of growth of non-injury related visits as compared to prior years, primarily due to the decrease in the number of new-hires being made by our clients and secondarily due to a decline in the number of injuries occurring in our clients’ workplaces. This lower level of new-hire activity reduced the number of pre-employment drug screens and physical exams from the levels we experienced when the economy was stronger. With respect to the 4.6% increase in our average revenue per same-center visit, in addition to increases in the average prices charged for our services, a higher relative mix of injury-related visits as compared to non-injury related visits contributed to this improvement. The average fees charged for injury visits are generally higher than those charged for non-injury related visits. Injury-related visits constituted 52% of total visits in 2001 as compared to 50.5% in 2000. For 2001 and 2000, same-center revenue was $378.0 million and $304.2 million, respectively, and revenue from acquired and developed centers and ancillary services was $65.3 million and $105.5 million for the same respective periods.

Network Services.    The increase in Network Services’ revenue was attributable to growth in existing services, as well as revenue from the NHR acquisition. Our growth from existing services related primarily to our non-network review business. Growth in existing non-network group health medical bill review revenue was 16% in 2001 over 2000. This growth was primarily due to an increase in the amount of gross charges we reviewed as compared to the prior year and the rate of savings achieved through our review of medical charges. An increase in revenue from our existing retrospective medical bill review services also contributed to this growth. The acquisition of NHR in November 2001 increased Network Services’ revenue by 5.3% in 2001 over 2000.

Care Management Services.    Revenue growth for Care Management Services was primarily due to increases in referral volume for our existing case management business and, to a lesser extent, increases in our existing independent medical examinations services. Higher referral rates and average hourly prices in 2001 as compared to the same periods in 2000 were the primary factors that contributed to our case management growth. The NHR acquisition in November 2001 also contributed an 8.7% increase in our Care Management Services’ revenue.

Cost of Services

Total cost of services increased in 2001 from 2000 due to increased expenses in all of our segments. Total gross profit and gross profit margin increased due to growth in Network Services and Care Management Services, partially offset by decreases in Health Services.

Gross Profit

Health Services.    Health Services’ gross profit and gross profit margin experienced decreases in 2001 from the prior year. Economic and hiring trends impacted this segment, resulting in a slight decrease in its gross profit margin in 2001 as compared to 2000. Increases in insurance and information technology costs also affected this segment’s costs. Efforts to improve the management of expenses associated with physician costs and medical supplies did not fully offset the gross profit margin impact of the lower than anticipated volumes.

Network Services.    Network Services’ gross profit and gross profit margin increases in 2001 from 2000 were primarily related to increased revenue from our existing non-network bill review services. The costs of providing these services are relatively stable irrespective of short-term revenue changes, which resulted in an increase in the relative gross profit achieved during the year. The acquisition of NHR in 2001 also contributed 3.6% to the Network Services’ gross profit increase in 2001.

Care Management Services.    Care Management Services’ gross profit and gross profit margin increases in 2002 from the prior year were primarily due to increases in revenue from our existing case management services and independent medical exams. The 2001 acquisition of NHR supplied 13.9% of the 2001 gross profit increase.

General and Administrative Expenses

General and administrative expenses increased 22.8% in 2001 to $81.6 million from $66.5 million in 2000, or 9.5% and 8.7% as a percentage of revenue for 2001 and 2000, respectively. The increase in general and administrative expenses in 2001 was primarily due to our continued additions of personnel and information technology in order to support recent and planned growth.

Amortization of Intangibles

Amortization of intangibles increased 7.6% in 2001 to $15.7 million from $14.6 million in 2000, or 1.8% and 1.9% as a percentage of revenue for 2001 and 2000, respectively. The increase was the result of the amortization of additional intangible assets

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such as customer contracts, covenants not to compete and goodwill recorded prior to June 30, 2001 primarily associated with the 2001 acquisition of 15 healthcare centers by Health Services and our acquisition of NHR.

Unusual Charges and Charges for Acquisition of Affiliate

In connection with our NHR acquisition in the fourth quarter of 2001, we recorded $6.0 million in asset write-downs and $6.8 million in restructuring costs, which were primarily associated with employee severance and facilities consolidation costs. Of this $12.8 million, $5.5 million was recognized as a charge for the acquisition of affiliate and was reflective of WCAS’s proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities that occurred in connection with the acquisition. Unusual charges of $0.6 million were recorded to reflect employee severance and facility consolidation costs associated with our facilities. For further discussion of our unusual charges, see “—Unusual Charge Reserves” below and note 4 to our audited consolidated financial statements included elsewhere in this prospectus.

Interest Expense, Net

Interest expense decreased $1.6 million in 2001 to $66.4 million from $68.0 million in 2000 due primarily to lower interest rates in 2001 and reduced borrowings on our revolving credit facility. As of December 31, 2001, approximately 66.1% of our debt bore interest at floating rates.

Interest Rate Hedging Arrangements

During 2001, we recorded losses of $13.6 million and $9.6 million in 2001 and 2000, respectively, based upon the change in the fair value of our interest rate collar agreements.

Loss of Acquired Affiliate

Because the accounting for the NHR acquisition is considered a reorganization of entities under common control, we recognized NHR’s historical net income and loss as a non-operating item in proportion to WCAS’s investment in NHR utilizing the equity method of accounting. This inclusion of historical earnings from NHR resulted in an after tax charge of $5.8 million in 2001, which reflected the proportion of NHR’s loss through October 2001 as if we held WCAS’s investment in NHR. This loss increased over the 2000 loss of $0.3 million due primarily to compensation charges in 2001 related to NHR’s share award plan, which granted $9.4 million of NHR’s common stock to certain stock option holders.

Provision for Income Taxes

We recorded a tax provision of $3.8 million in 2001 versus $4.4 million in 2000. The effective tax rates were (25.6%) and (184.8%) in 2001 and 2000, respectively. The effective rate primarily differed from the statutory rate due to the non-deductibility of goodwill, the tax provision from the income/loss of acquired affiliate, the impact of state income taxes and the deferred income tax valuation allowance.

Unusual Charge Reserves

In connection with the NHR acquisition in November 2001, we recorded $6.0 million in asset write-downs and $6.8 million in restructuring costs, which were primarily associated with employee severance and facilities consolidation costs. Of this $12.8 million, $5.5 million was recognized in 2001 as a charge for the acquisition of affiliate and was reflective of WCAS’s proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities that occurred in connection with the acquisition. Unusual charges of $0.5 million were recorded to reflect employee severance and facility consolidation costs associated with our facilities. The remaining $6.1 million, which was reflective of the remaining proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities that occurred in connection with the acquisition, were recorded under the purchase method of accounting. Of the $12.8 million in restructuring and other acquisition costs, through December 31, 2002 we used $6.0 million associated with asset write-downs, and we had paid approximately $0.9 million for professional fees and services, including investment banking, legal, accounting and regulatory fees, $2.9 million in facility consolidations, $1.5 million in costs related to personnel reductions and $0.1 million for other unusual costs. In the last half of 2002, we recorded an additional $0.6 million to the restructuring cost accrual due to a change in estimates. At December 31, 2002, approximately $2.0 million of the unusual cost accrual remained for facility obligations with terms expiring through 2006, costs related to personnel reductions and other unusual charges. In the first nine months of 2003, we paid approximately $1.2 million related to unusual charges that occurred in the first quarter of 1998, fourth quarter of 1998, third quarter of 1999, fourth quarter of 2001 and fourth quarter of 2002. At September 30, 2003, approximately $1.1 million of the accrual for these unusual charges remained for facility lease obligations, personnel reduction costs and other payments. We anticipate that the majority of this liability will be paid over the next 24 months.

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Acquisitions and Divestitures

Periodically, we evaluate opportunities to acquire or divest of businesses when we believe those actions will enhance our future growth and financial performance. Currently, to the extent we consider acquisitions, they are typically businesses that operate in the same markets or along the same service lines as those in which we currently operate. Our evaluations are subject to our availability of capital, our debt covenant requirements and a number of other financial and operating considerations. The process involved in evaluating, negotiating, gaining required approvals and other necessary activities associated with individual acquisition or divestiture opportunities can be extensive and involve a significant passage of time. It is also not uncommon for discussions to be called off and anticipated acquisitions or divestitures to be terminated shortly in advance of the date upon which they were to have been consummated. As such, we generally endeavor to announce material acquisitions and divestitures based on their relative size and anticipated effect on our company, once we believe they have reached a state in the acquisition or divestiture process where we believe that their consummation is reasonably certain and with consideration of other legal and general business practices.

Seasonality

Our business is seasonal in nature. Patient visits at our occupational healthcare centers are generally lower in the first and fourth quarters, primarily because fewer occupational injuries and illnesses occur during those time periods due to plant closings, vacations, weather and holidays. In addition, since employers generally hire fewer employees in the fourth quarter, the number of pre-placement physical examinations and drug and alcohol tests conducted at the centers during that quarter is further reduced. Additionally, Care Management Services’ revenue is usually lower in the fourth quarter compared to the third quarter due to the impact of vacations and holidays. Accordingly, our first and fourth quarters generally reflect lower revenue when compared to our second and third quarters. Additionally, absent the effects of business volume growth, revenue during the second half of the year is generally lower than the first.

Liquidity and Capital Resources

The $30.0 million aggregate principal amount of the old notes was issued as part of the Transactions. See “Description of the New Notes” for further discussion of the terms of the new notes. The net proceeds from this offering, together with approximately $22.6 million of cash on hand, were used to (1) transfer approximately $52.8 million in cash to our parent, Concentra Inc., to enable it to redeem all of its outstanding 14% senior discount debentures and (2) pay related fees and expenses. As of September 30, 2003, after giving pro forma effect to the Transactions, our total debt would have been $660.1 million, of which $335.7 million would have been senior indebtedness. After consummation of the Transactions, our parent had $56.8 million of indebtedness outstanding.

The $150.0 million aggregate principal amount of the initial notes was issued as part of the August 2003 Refinancing Transactions. Concurrently with the offering of the initial notes, we entered into a $435.0 million senior secured term credit facility that consists of a $335.0 million term loan facility and a $100.0 million revolving loan facility. See “Description of Other Indebtedness—Credit Facilities” for further description of the terms of the credit facility. The net proceeds from the initial notes offering, together with borrowings under our credit facility, were used to (1) repay the $335.2 million of outstanding indebtedness under our previous credit facility, (2) terminate the previously existing hedging arrangements valued at $23.6 million, (3) transfer $141.2 million of cash proceeds to our parent, Concentra Inc., to enable it to redeem a portion of its 14% senior discount debentures, (4) pay $4.6 million of accrued interest on the previous credit facility and hedging arrangements and (5) pay approximately $11.3 million of related fees and expenses. In connection with the termination of the previous credit facility, we recorded approximately $7.8 million of debt extinguishment costs in the third quarter of 2003 for the write-off of related deferred financing fees and other expenses. As of September 30, 2003, after giving pro forma effect to the Transactions, our total debt would have been $660.1 million, of which $335.7 million would have been senior indebtedness. After consummation of the August 2003 Refinancing Transactions, our parent had $106.8 million of indebtedness outstanding.

We currently believe that our cash balances, the cash flow generated from operations and our borrowing capacity under our new revolving credit facility will be sufficient to fund our working capital, occupational healthcare center acquisitions and capital expenditure requirements for the immediately foreseeable future. Our long-term liquidity needs will consist of working capital and capital expenditure requirements, the funding of any future acquisitions, the repayment of borrowings under our revolving credit facility and the repayment of outstanding indebtedness, including the new notes offered hereby. We intend to fund these long-term liquidity needs from the cash generated from operations, available borrowings under our new revolving credit facility and, if necessary, future debt or equity financing. However, our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors. Many of these factors are beyond our control or our ability to currently anticipate. Therefore, it is possible that our business will not generate sufficient cash flow from operations. Additionally, we cannot be certain that any future debt or equity financing will be available on terms favorable to us, or that our long-term cash generated from operations will be sufficient to meet our long-term obligations.

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Cash Flows from Operating Activities.    Cash flows from operating activities provided $36.0 million, $77.2 million and $54.0 million for the years ended December 31, 2000, 2001 and 2002, respectively. During 2000, changes in working capital used $7.5 million of cash primarily due to increases in accounts receivable of $6.3 million and prepaid expenses and other assets of $1.9 million. Accounts receivable increased primarily due to continued revenue growth, while prepaid expenses and other assets increased primarily due to the timing of payments. During 2001, $27.5 million of cash was provided by changes in working capital, primarily related to an increase in accounts payable and accrued expenses of $24.5 million, as well as decreases in prepaid expenses and other assets of $1.2 million and accounts receivable of $1.8 million. Accounts payable and accrued expenses increased primarily due to the timing of certain payments, including the payment of accrued interest on our debt and payroll-related items, while accounts receivable decreased due to improved collections. The decrease in cash flows from operating activities in 2002 as compared to 2001 was primarily a result of decreased accounts payable and accrued liabilities and increased prepaid expenses and other assets, partially offset by decreased accounts receivable. During 2002, $4.3 million of cash was provided by changes in working capital, primarily related to decreased accounts receivable of $13.1 million, partially offset by increased prepaid expenses and other assets of $3.2 million and decreased accounts payable and accrued expenses of $5.6 million. The 2002 decrease in net accounts receivable primarily related to a $7.1 million net adjustment to increase contractual and bad debt allowances in the first quarter of 2002 and other increases to contractual and bad debt allowances. The first quarter 2002 adjustment was a result of the change in accounting estimate for accounts receivable reserves. During 2002, prepaid expenses and other assets increased primarily due to growth in current and long-term deferred tax assets. Accounts payable and accrued expenses decreased due to the timing of certain payments, including payment of accrued interest on our debt.

Cash flows from operating activities provided $50.6 million and $26.4 million for the nine months ended September 30, 2003 and 2002, respectively. The increase in cash flows from operating activities in the first nine months of 2003 as compared to the first nine months of 2002 was primarily a result of increased operating income and an increase in prepaid expenses and other assets, partially offset by an increase in accounts receivable and a decrease in accounts payable and accrued liabilities. During the first nine months of 2003, $18.7 million of cash was used by changes in working capital, related to increased accounts receivable of $17.9 million and increased prepaid expenses and other assets of $9.0 million, partially offset by increased accounts payable and accrued expenses of $8.2 million. Prepaid expenses and other assets increased primarily due to the timing of payments, and accounts receivable increased primarily due to continued and seasonal revenue growth. Accounts payable and accrued expenses increased due to the timing of certain payments. During the first nine months of 2002, $15.2 million of cash was used by changes in working capital, primarily related to an increase in prepaid expenses and other assets of $29.6 million, partially offset by an increase in accounts payable and accrued expenses of $11.5 million and decreases in accounts receivable of $2.9 million. Prepaid expenses and other assets increased primarily due to the timing of payments. Accounts payable and accrued expenses increased primarily due to the timing of certain payments. The decrease in net accounts receivable in 2002 primarily relates to a $7.1 million net adjustment to increase contractual and bad debt allowances in the first quarter of 2002, partially offset by increases in accounts receivable due to revenue growth. The 2002 adjustment was a result of the change in accounting estimate for accounts receivable discussed earlier.

Our days sales outstanding on accounts receivable, or DSO, was 78 days at December 31, 2000, as compared to 73 days at December 31, 2001 and 62 days at December 31, 2002. At September 30, 2003 and September 30, 2002, our DSO was 64 days. We calculated DSO based on accounts receivable, net of allowances, divided by the average revenue per day for the prior three months. The decrease in the DSO in 2002 from 2001 and 2000 was primarily due to our increased focus on collections and increased allowances on accounts receivable.

In 2002, we paid approximately $6.2 million related to unusual charges that occurred in the third quarter of 1998, fourth quarter of 1998, third quarter of 1999 and the fourth quarter of 2001. At December 31, 2002, approximately $2.2 million of the accrual for these unusual charges remained for facility lease obligations, personnel reduction costs and other payments. In the first nine months of 2003, we paid approximately $1.2 million related to unusual charges that occurred in the first quarter of 1998, fourth quarter of 1998, third quarter of 1999, fourth quarter of 2001 and fourth quarter of 2002. At September 30, 2003, approximately $1.1 million of the accrual for these unusual charges remained for facility lease obligations, personnel reduction costs and other payments. We anticipate that the majority of this liability will be paid over the next 24 months.

Cash Flows from Investing Activities.    We used net cash of $9.7 million in connection with acquisitions and $32.0 million of cash to purchase property and equipment during 2000, the majority of which was spent on acquiring new computer hardware and software technology, and leasehold improvements, partially offset by $1.6 million of cash received from the sale of internally-developed software. In 2001, we used net cash of $107.2 million in connection with acquisitions and $33.1 million of cash to purchase property and equipment, the majority of which was spent on new computer hardware and software technology, and leasehold improvements. Cash flows from investing activities also included $1.1 million of cash received from the sale of internally-developed software. As required by accounting pronouncements, the proceeds from this sale were offset against the amount capitalized on the consolidated balance sheet and were not recognized as revenue. In 2002, we used net cash of $1.7 million in connection with acquisitions and $35.1 million of cash to purchase property, equipment and other assets, the majority of which was spent on new computer hardware and software technology, and leasehold improvements. Cash flows from investing activities also included $0.5 million of cash received from the sale of internally-developed software.

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In the first nine months of 2003, we used net cash of $5.1 million in connection with acquisitions and $21.1 million to purchase property, equipment and other assets, the majority of which was spent on new computer hardware and software technology, including $1.5 million of software acquired under a capital lease. In the first nine months of 2002, we used net cash of $1.8 million in connection with acquisitions and $27.1 million of cash to purchase property, equipment and other assets, the majority of which was spent on new computer hardware and software technology, and leasehold improvements. Cash flows from investing activities in the first nine months of 2002 also included $0.5 million of cash received from the sale of internally-developed software. As required by relevant accounting literature, the proceeds from this sale were offset against the amount capitalized on the consolidated balance sheet and were not recognized as revenue.

Cash Flows from Financing Activities.    Cash flows provided by financing activities of $4.4 million in 2000 was due primarily to $7.7 million of contributions from our parent and $4.8 million of contributions from minority interests, partially offset by $4.0 million in payments on our existing revolving credit facility, $3.1 million in debt repayments and the payment of $1.7 million of deferred financing costs related to the March 2000 credit facility amendment. Cash flows provided by financing activities in 2001 of $68.6 million were primarily due to $49.7 million in net proceeds from the issuance of common stock by our parent and increased borrowing on our existing revolving credit facility of $6.0 million, $12.9 million of contributions from our parent and $5.1 million of contributions from minority interests, reduced by debt repayments of $5.1 million. The proceeds from our parent’s additional issuance of equity were used as a part of the financing for our fourth quarter 2001 acquisitions of NHR and HNS. Cash flows used in financing activities in 2002 of $7.7 million were primarily due to $80.6 million in debt repayments, partially offset by $53.0 million of proceeds from the issuance of 54 shares of common stock to our parent and $25.4 million in proceeds contributed to us from the issuance of common stock by our parent. In order to finance the purchase of the 54 shares of our common stock, our parent entered into a $55.0 million bridge loan agreement with affiliates of Salomon Smith Barney and Credit Suisse First Boston. This loan matures on June 24, 2005, requires no cash interest payments until maturity, and is guaranteed by WCAS and WCAS Capital Partners III, L.P. The repayment of debt primarily consisted of the third quarter 2002 redemption of $47.5 million of our existing 13% senior subordinated notes and $28.7 million in principal payments on our existing senior debt. Of the $28.7 million in principal payments, $25.0 million reflected a fourth quarter prepayment of debt made in connection with our amendment of the covenants under our previous credit facility, and the remainder reflected scheduled payments of principal. Additionally, cash flows from financing activities in 2002 reflect the payment of $3.3 million in deferred financing fees to our senior lenders in connection with gaining their approval for the redemption of a portion of our existing 13% senior subordinated notes and in an amendment of our previous credit facility covenants. Cash flows from financing activities for 2002 also reflected $4.0 million in net proceeds and payments from the issuance and repayment of short-term debt for Em3 and OccMed.

Cash flows used in financing activities in the first nine months of 2003 of $31.1 million were primarily due to payments on debt of $339.6 million, the transfer of $141.2 million to our parent, $23.6 million in payments to terminate hedging arrangements and $11.1 million of payments of deferred financing costs, partially offset by $486.5 million in proceeds from the issuance of debt. These activities primarily related to the August 2003 Refinancing Transactions. Included in the $486.5 million in proceeds from the issuance of debt was $1.5 million in proceeds from a capital lease. In February 2003, we entered into a five-year capital lease for software. We paid $1.5 million at the lease execution, with the remaining payment due in one year. Additionally, we paid $2.3 million in distributions to minority interests in the first nine months of 2003. Cash flows provided by financing activities of $3.7 million in the first nine months of 2002 were primarily due to $53.0 million of proceeds from the issuance of 54 shares of common stock to our parent and $3.5 million in proceeds from the issuance of short-term debt, partially offset by $50.7 million of payments of debt, $1.1 million of payments of deferred financing fees and $1.2 million in distributions to minority interests.

As necessary, we make short-term borrowings under our new $100.0 million revolving credit facility and have made short-term borrowings under our previous $100.0 million revolving credit facility for working capital and other purposes. Given the timing of our expenditures for payroll, interest payments, acquisitions and other significant outlays, our level of borrowing under our revolving credit facility can vary substantially throughout the course of an operating period. Since January 1, 2001, the level of borrowings under our revolving credit facility has varied in the following manner (dollars in thousands):

	Borrowing Level
Quarter Ending	Minimum		Maximum		Average		Ending
March 31, 2001	$	—	$	31,500	$	10,644	$	17,000
June 30, 2001		—		21,500		16,126		—
September 30, 2001		—		10,000		1,652		—
December 31, 2001		—		28,000		9,223		6,000
March 31, 2002		6,000		35,000		22,389		21,500
June 30, 2002		—		29,000		19,082		—
September 30, 2002		—		28,500		12,821		6,000
December 31, 2002		—		12,500		1,957		—
March 31, 2003		—		9,500		1,961		—
June 30, 2003		—		—		—		—
September 30, 2003		—		—		—		—

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Contractual Obligations.    The following table sets forth our schedule of contractual obligations prior to the August 2003 Refinancing Transactions and the Transactions including current maturities of our long-term debt at December 31, 2002, and future minimum lease payments due under non-cancelable operating leases (dollars in thousands):

	Total		2003		2004-05		2006-07		After 2007
Operating Leases	$	139,350	$	41,486	$	55,196	$	26,345	$	16,323
Revolving Credit Facility		—		—		—		—		—
Long-term Debt		479,826		3,825		60,283		273,218		142,500
Total	$	619,176	$	45,311	$	115,479	$	299,563	$	158,823

The following table sets forth our pro forma schedule of contractual obligations and future minimum lease payments due under non-cancelable operating leases as if the Transactions had occurred on January 1, 2003. The pro forma table is based upon available information and certain assumptions we believe are reasonable. The following pro forma table is presented for informational purposes only and does not purport to represent what our contractual obligations actually would have been had the Transactions occurred at that time (dollars in thousands):

	Total		2003		2004-05		2006-07		After 2007
Operating Leases	$	139,350	$	41,486	$	55,196	$	26,345	$	16,323
Revolving Credit Facility		26,527		26,527		—		—		—
Long-term Debt		657,886		3,678		6,758		6,700		640,750
Pro Forma Total	$	823,763	$	71,691	$	61,954	$	33,045	$	657,073

Debt Covenants.

Senior Subordinated Notes.    The indentures related to the notes and our existing 13% senior subordinated notes contain various restrictive operating and financial covenants, including several that are based on net income adjusted to exclude interest, taxes, depreciation and amortization, or “EBITDA,” which is further adjusted to exclude certain other items to determine “Covenant EBITDA.” Covenant EBITDA is identical to “Consolidated EBITDA” in these indentures. See “Description of the New Notes—Certain Definitions.” The indentures governing the notes and our existing 13% senior subordinated notes provide that, in order to enter into certain types of transactions, including the incurrence of additional indebtedness, the making of restricted payments and the consummation of mergers and consolidations, our ratio of Covenant EBITDA to fixed charges (as defined in these indentures) must be a minimum of 2.5 times. We were in compliance with this covenant at the time of the Transactions. See “Description of Other Indebtedness—Our 13% Senior Subordinated Notes Due 2009,” “Description of the New Notes—Certain Covenants” and “Description of the New Notes—Certain Definitions.” Our computations of Covenant EBITDA may differ from computations of similarly-titled measures of other companies due to differences in the inclusion or exclusion of items in our computations as compared to those of others. EBITDA and Covenant EBITDA are measures that are not prescribed by generally accepted accounting principles, or “GAAP”. As such, we encourage investors not to use these measures as substitutes for the determination of net income, operating cash flow or other similar GAAP measures, and to use them primarily for the covenant compliance purposes described above.

The following table provides a reconciliation of net income to EBITDA and to Covenant EBITDA. The financial data for the twelve months ended September 30, 2003 were derived by adding our financial data for the year ended December 31, 2002 to our unaudited financial data for the nine months ended September 30, 2003, and subtracting our financial data for the nine months ended September 30, 2002. We included the financial data for the twelve months ended September 30, 2003 because we believe it provides useful information to investors regarding our current financial trends, which have been impacted by recent changes in general industry and economic conditions, certain increases in our market share and the integration of our recent acquisitions.

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	Years Ended December 31,									Nine Months Ended September 30,						Twelve Months Ended September 30,
	2000			2001			2002			2002			2003			2003
	(dollars in thousands)
Net income (loss)	$	(9,539	)	$	(18,407	)	$	(3,553	)	$	(3,545	)	$	34,155		$	34,147
Provision for income taxes		4,362			3,757			4,579			1,443			5,626			8,762
Interest expense, net		67,984			66,398			63,582			48,555			42,944			57,971
Depreciation expense		26,193			32,820			42,957			32,044			34,139			45,052
Amortization of intangibles		14,628			15,746			3,776			2,716			2,971			4,031
EBITDA		103,628			100,314			111,341			81,213			119,835			149,963
Cumulative effect of accounting change, net of tax		2,817			—			—			—			—			—
(Gain) loss fair value of hedging arrangements		9,586			13,602			7,589			8,896			(9,869	)		(11,176	)
Loss on early retirement of debt		—			—			7,894			7,381			7,837			8,350
Loss of acquired affiliate, net of tax		262			5,833			—			—			—			—
Charges for acquisition of affiliate		—			5,519			—			—			—			—
Unusual charges (gains)		—			546			(1,200	)		—			—			(1,200	)
Minority share of depreciation, amortization and interest		(759	)		(2,165	)		(2,195	)		(1,724	)		(564	)		(1,035	)
Covenant EBITDA	$	115,534		$	123,649		$	123,429		$	95,766		$	117,239		$	144,902

Senior Credit Facility.    As part of the August 2003 Refinancing Transactions, we entered into a senior credit agreement that contains financial covenant ratio tests, including leverage ratios, interest coverage ratios and fixed charge coverage ratios, that become increasingly more restrictive in future periods. Although we currently anticipate achieving these required covenant levels, our ability to be in compliance with these ratios will be dependent on our ability to increase cash flows over current levels. For further discussion of our growth strategy, see “Business—Our Business Strategy.” At September 30, 2003, we had no borrowings outstanding under our $100.0 million revolving credit facility and $334.2 million in term loans outstanding under our credit facility. Our total indebtedness outstanding was $628.2 million at September 30, 2003.

Our credit facility contains prepayment requirements that apply if our financial performance exceeds certain prescribed levels. If we have excess cash flow, as defined in the applicable agreement, we are subject to mandatory principal repayments. We were not subject to these mandatory repayments under our previous credit facility in 2000, 2001 or 2002 or the first half of 2003.

Legal Proceedings

We are party to certain claims and litigation in the ordinary course of business. We are not involved in any legal proceedings that we believe will result, individually or in the aggregate, in a material adverse effect upon our financial condition or results of operations.

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BUSINESS

Overview

We are a leading provider of workers’ compensation and other occupational healthcare services in the United States. We offer our customers a broad range of services designed to improve patient recovery and to reduce the total costs of healthcare. In 2002, we serviced over five million patient visits, reviewed and repriced over $10.0 billion in medical bills and managed or reviewed over 337,000 cases. Our initial treatment of workplace injuries and illnesses accounts for approximately 7% of total reported workplace injuries in the United States. The knowledge we have developed in improving workers’ compensation results for our customers has enabled us to expand successfully into other industries, such as group health and auto insurance, where payors of healthcare and insurance benefits are also seeking to reduce costs.

We believe we are the largest outsource provider of occupational healthcare outcomes improvement and cost containment services in the nation. Through our nationwide network of occupational healthcare centers, we serve employers who have more than 122,000 locations. We also provide services to over 3,500 insurance companies, group health plans, third party administrators and other healthcare payors. These payors and our employer customers provide virtually all of our revenue, with less than 0.1% of our revenue derived from Medicare or Medicaid reimbursement.

We provide our services through three operating segments: Health Services, Network Services and Care Management Services. Through our Health Services segment we treat workplace injuries and perform other occupational healthcare services. We provide these services through our 247 owned and managed centers, located in 79 markets within 34 states at September 30, 2003. Our services at these centers are performed by approximately 550 affiliated primary care physicians, as well as affiliated physical therapists, nurses and other healthcare providers. During 2002, we estimate that this segment enabled our customers to eliminate approximately $1.5 billion in excess costs. Our Network Services segment offers services designed to assist insurance companies and other payors in the review and reduction of the bills they receive from medical providers. Our Care Management Services segment offers services designed to monitor cases and facilitate the return to work of injured employees who have been out of work for an extended period of time due to a work-related illness or injury.

The following chart provides an overview of our services and customer markets:

Our Competitive Strengths

We believe that we are distinguished by the following competitive strengths:

Leadership in Workers’ Compensation and Occupational Healthcare.    We believe we are the nation’s largest provider specializing in the treatment of workplace injuries and other occupational healthcare needs. In 2002, we serviced over five million patient visits, accounting for approximately 7% of total workplace injuries in the United States. Our extensive treatment, bill review and care management experience, as well as our clinicians’ principal focus on occupational healthcare, enable us to deliver high-quality results and reduce workers’ compensation costs for our customers.

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Demonstrated Superior Clinical Expertise and Outcomes.    We have developed a comprehensive set of clinical protocols for occupational injuries by collecting and analyzing data regarding treatment methodologies and outcomes achieved. By applying these clinical protocols consistently across our organization, we have produced superior patient outcomes and generated significant cost savings for our customers. For example, workplace injury patients we treated in 2001 were able to return to work in an average of 17 days, versus the national average of 23 days, as reported by the National Safety Council in 2001. Our track record of superior clinical outcomes allows us to demonstrate the value of our services to our current and prospective customers.

National Service Network.    As of September 30, 2003, we operated 247 dedicated occupational healthcare centers across the United States, which we believe is the broadest national network of centers in the workers’ compensation industry. We have operations in 34 states, giving us a regional presence in 79 markets. In addition, to address the needs of large employers whose workforce extends beyond the geographic coverage of our centers, we expand the reach of our service offerings by giving these employers access to an additional network of select occupational healthcare providers. These providers use our proprietary software to benchmark treatment methodologies and outcomes achieved, thereby extending the delivery of consistent, high quality health services to our customers. We believe that our numerous centers and our broad geographic reach provide us with an advantage in serving national customers over single-market or regional service providers.

Comprehensive Scope of Services.    Our broad service offerings enable us to offer our customers a single source for workers’ compensation, group health, and auto injury outcomes improvement and cost containment services. Our product offerings cover the continuum of services required to process a healthcare claim from the initial incident through its final resolution. For example, our Health Services segment provides services at the outset of a claim, including initial treatment and follow-up care. Through our Network Services segment we review healthcare bills to recover excess costs incurred on patient care, including cases in which a patient is treated by a non-network provider or a provider with whom the insurance company does not have a negotiated billing rate. Our Care Management Services segment helps our customers minimize the costs associated with workers’ compensation cases where workplace injuries or illnesses prevent employees from returning to work for an extended period of time. During 2002, we estimate that we enabled our customers to eliminate more than $1.5 billion in excess costs by using our combined service offerings.

Effective Use of Technology.    We have developed and maintain sophisticated information systems and an extensive, proprietary database of patient outcomes, disability management information, treatment protocols, and complex regulatory provisions governing the workers’ compensation market. These resources currently enable us to generate cost savings for our customers by promptly identifying and addressing care being provided outside of recommended treatment parameters and generally reducing medical and administrative costs. In addition, our information systems enable us to automate certain administrative complexities in the markets we serve and allow our customers to more easily access the range of products and services we offer. These and other uses of technology enable us to deliver superior service quality and cost savings to our customers, as well as optimize our own operating efficiencies.

Established Base of Blue Chip Customers.    Through our nationwide network of centers, we serve employers who have over 122,000 locations. We also provide services to over 3,500 insurance companies, group health plans, third party administrators and other healthcare payors. Nevertheless, no single customer represents more than 5% of our total annual revenue. We believe that we have been able to establish our strong customer base and achieve a solid rate of customer retention due to the significant name recognition that Concentra has achieved in the marketplace and due to our high quality performance.

Strong Cash Flow Generation.    We believe our strong operating cash flow substantially enhances our competitive position in the markets we serve. During the twelve-month period ended September 30, 2003, we had cash flow from operating activities of $80.2 million. Our strong operating cash flow is a result of our focus on superior clinical care and outcomes, our economies of scale, and our advanced information systems. In addition, we believe our strong operating cash flow strengthens our ability to fund organic and external growth initiatives, which enhances our competitiveness relative to our smaller, regional competitors.

Our Business Strategy

Our goal is to further establish ourselves as a leading provider of healthcare outcomes improvement and cost containment services. We intend to achieve this goal by pursuing the following strategies:

Actively Target New Health Services Customers.    We intend to continue to expand our Health Services operations by utilizing advanced database research techniques to identify potential new customers and new locations for our facilities. Qualified customers that could benefit from the services offered by one of our existing facilities are called on by one of our 300-person Health Services sales force. We also have a dedicated business development team that will continue to build and selectively acquire facilities in identified new and existing markets. By giving new customers access to high quality physicians employed by our affiliated physician groups, highly trained personnel and experience-based protocols, we intend to grow our patient visits and enhance our industry-leading position in occupational healthcare services.

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Intensify the Marketing of Our Network Services and Care Management Services.    We believe that multi-state insurance carriers, third party administrators, and self-funded employers will continue to seek innovative ways to address rising healthcare and workers’ compensation costs, and will increasingly seek to outsource outcomes improvement and cost containment services to third parties. Across our three business segments, we have built a continuum of services that responds to these outsourcing needs. We intend to build on our reputation as a leading provider of workers’ compensation services to expand our network services and care management services by intensifying our marketing of these services to payors in the group health marketplace. We believe that our size and experience in the workers’ compensation industry has allowed us to build awareness and credibility with this customer base. In addition, we believe that our significant visibility among key decision makers within these organizations will enhance our ability to expand the services we provide these current and potential customers through our Network Services and Care Management Services segments. We believe that our growth will be further enhanced as our multi-state customers, in turn, gain market share, due in part to the outcomes and efficiencies they enjoy by using our services.

Continue Investing in Technology to Broaden Our Service Offerings and Increase Profitability.    We have used technology effectively to deliver and demonstrate better outcomes at a more efficient cost. We intend to continue to invest in technology to identify and deliver further improvements in the treatment, management and administrative oversight of medical cases, thereby creating additional revenue opportunities for us from this proprietary resource. In 2002, we acquired a proprietary information system that allows our customers to track all aspects of services provided in the management of a given claim. In addition, we enhanced our bill repricing services by increasing the degree of automation in our bill review processes. We also intend to continue building electronic interfaces with payors in an effort to reduce their administrative burdens and reduce our operating expenses. Additionally, we will use our web-based applications to facilitate a payor’s ability to eliminate many costs associated with the management of its current paper-intensive claims process while making it easier for it to utilize our medical and disability cost management services.

Profitably Expand Our Outsourcing Services into the Group Health Market.    We intend to expand our presence in the group health industry. Historically, our focus in this industry has been in services designed to reduce and limit non-network medical costs. We believe that we are the largest outsource provider of these services in the nation today, managing over $4.5 billion annually in medical claim volume. In late 2001, we expanded the services we perform for this industry to include network management services, consisting of processes required to maintain numerous preferred provider and other managed care networks. Our services enable payors to outsource components of the network management function, namely contract repricing and provider file management, in order to improve payment accuracy and cycle times, eliminate redundant cost, and improve network management efficiency. We also provide complementary services that reduce the medical and administrative costs associated with network and non-network medical care and assist our customers in meeting automatic claim-adjudication objectives. We believe we are uniquely positioned to capture greater market share as demand for such strategic outsourcing services grows.

Industry Overview

Health Services

Occupational healthcare consists of two primary components: workers’ compensation injury care and non-injury occupational healthcare services.

Workers’ Compensation Injury Care.    Generally, workers’ compensation is a state-mandated, comprehensive insurance program for work-related injuries and illnesses. In the United States, each of the 50 states, the District of Columbia and, for federal employees, the federal government, maintains its own individual workers’ compensation program. Canada has a federal workers’ compensation program and similar workers’ insurance programs at the provincial level. Each political jurisdiction is responsible for implementing and regulating its own program. Consequently, workers’ compensation benefits and arrangements vary considerably among jurisdictions and are often highly complex.

Workers’ compensation legislation in the United States generally requires employers, either directly or indirectly through the use of insurance, to fund the total costs of an employee’s medical treatment and all lost wages, legal fees and other costs associated with a work-related injury or illness. Typically, work-related maladies are broadly defined, and injured or ill employees are entitled to extensive benefits. Employers are required to provide first-dollar coverage with no co-payment or deductible due from the injured or ill employee and, in many states, there is no lifetime limit on expenses any one employee can incur. In exchange for providing this coverage to employees, employers are not liable for benefits in excess of those provided under the relevant state statute. Employers provide this extensive benefits coverage, both for medical costs and lost wages, by purchasing commercial insurance from private insurance companies, participating in state-run insurance funds or self-insuring.

The amounts and methods of compensation for healthcare providers who perform workers’ compensation injury care services differ from state to state. As of March 1, 2003, 40 states had adopted fee schedules under which all healthcare providers are uniformly compensated within a particular state. The fee schedules are set by each state and generally prescribe the maximum amounts that may

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be paid for a designated procedure. In states without fee schedules, healthcare providers are reimbursed based on usual, customary and reasonable fees charged in the particular state in which the services are provided.

Limits on an employee’s right to select a specific workers’ compensation healthcare provider vary among states. According to the Workers’ Compensation Research Institute, as of December 31, 2002, 37 states limited employees’ initial choice of provider, and two states prohibited employees from changing providers. Furthermore, 45 states and the District of Columbia placed restrictions on employees’ ability to switch providers, including provisions requiring employer approval for any changes. Generally, an employer will also have the ability to direct its employees to particular providers when the employer is self-insured. It has been our experience that our results of operations and business prospects in a particular state do not materially differ as a result of state-to-state differences in the requirements regarding direction of care. We believe that employers greatly influence their employees’ choices of physicians even in states that permit employees to select their own providers.

Many employers have been slow to adopt cost savings techniques to control their workers’ compensation expenses until recently, primarily because the total costs involved are relatively small compared to those associated with group health benefits and because state-by-state regulations related to workers’ compensation are more complex than those related to group health benefits. However, in recent years, the dollar amount of workers’ compensation claims has increased significantly. According to the National Safety Council, total workers’ compensation costs to employers in the United States exceeded $132.1 billion in 2001.

Although total U.S. workers’ compensation costs have increased, work-related injury rates have declined recently due to improvements in workplace safety and general shifts in job composition toward less physical work activities. Historically, steady increases in the overall workforce have partially offset these declining injury rates. We believe the market for workers’ compensation and occupational healthcare will grow in future years primarily due to the following factors:

• premium increases for workers’ compensation insurance;

• broader definitions of work-related injuries and illnesses covered by workers’ compensation laws;

• the shifting of medical costs from group health plans to the workers’ compensation system as the result of an increase in the number of uninsured individuals and the first dollar coverage provided in workers’ compensation programs;

• an aging work force;

• medical cost inflation;

• the under-utilization to date of comprehensive cost containment programs in the workers’ compensation industry; and

• the recovery of employment growth rates within the United States.

Because workers’ compensation benefits are mandated by law and subject to extensive regulation, insurers, third party administrators and employers do not have the same flexibility to alter benefits as they have with other health benefit programs. In addition, workers’ compensation programs vary among jurisdictions, making it difficult for insurance companies and multi-state employers to adopt uniform policies to administer, manage and control the costs of benefits across states. As a result, managing the cost of workers’ compensation requires approaches that are tailored to the specific regulatory environments in which the employer operates.

Non-Injury Occupational Health Services.    Non-injury occupational health services include occupational physical examinations, drug and alcohol testing, functional capacity testing and other related programs designed to meet specific employer, state or federal requirements. Non-injury occupational healthcare services also include programs to assist employers in complying with an increasing number of federal and state health and safety requirements, including hearing conservation programs, toxic chemical exposure surveillance and monitoring programs and physical examinations mandated by the Department of Transportation and Federal Aviation Administration. Federal laws governing health issues in the workplace, including the Americans with Disabilities Act, have increased employers’ demand for healthcare professionals who are experts in the delivery of these services.

Network Services and Care Management Services

Our network services are designed to assist payors in the review and reduction of medical bills. Our care management services are designed to monitor and facilitate the resolution of cases involving injured employees who have been out of work for an extended period of time due to a work-related illness or injury. We provide our network services and care management services to the following three industries:

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Workers’ Compensation Industry.    As workers’ compensation costs continue to increase, employers are increasingly seeking assistance from strategic outsourcing providers to help control their costs. A number of states have adopted legislation encouraging the use of workers’ compensation managed care organizations in an effort to enable employers to control their workers’ compensation costs. State laws regulating managed care organizations generally provide employers with an opportunity to channel injured employees into provider networks.

Auto Insurance Industry.    Auto insurance carriers have experienced increased costs associated with the reimbursement of medical expenses, lost wages and other essential services related to personal injury protection coverage. In most states, medical evaluations and peer reviews are the primary mechanisms used to manage care rendered to individuals injured in auto accidents. Provider bill review may also be used to determine the appropriate reimbursement rate for medical services provided to injured parties. A few states have adopted formal medical management regulations that endorse the use of provider networks or formal utilization review programs.

Group Health Industry.    According to the Centers for Medicare and Medicaid Services, private health insurance expenditures for personal healthcare in the United States were estimated to total over $550.0 billion in 2002. In particular, healthcare payors are exposed to high costs when medical care under a group health plan is delivered on a non-contractual basis, commonly referred to as a non-network claim. These claims arise when services are provided outside of either a healthcare payor’s geographic coverage area or its network of providers. Non-network healthcare claims expose payors to a greater incidence of over-utilization, cost shifting, upcoding and billing errors than contracted or in-network claims do. Non-network bill review service providers produce savings for their customers by analyzing and applying cost savings techniques to non-network medical claims.

Services and Operations

We provide our services through three primary operating segments: Health Services, Network Services and Care Management Services. Our service offerings in these segments encompass the performance of necessary services for each stage of a healthcare claim, from the initial incident through its final resolution.

Health Services

Our health services include injury care services and other occupational healthcare services to assist our customers in maintaining healthy and safe workplaces. During 2002, approximately 50.5% of all patient visits to our centers were for the treatment of injuries or illnesses and 49.5% were for non-injury occupational healthcare services.

Our principal channel for delivering health services is through our 247 owned and managed occupational healthcare centers, located in 79 markets within 34 states. In response to the needs of large employers whose workforces extend beyond the geographic coverage available through our centers, we have expanded our healthcare service offerings to include a network of select occupational healthcare providers. These providers use our proprietary software to benchmark treatment methodologies and outcomes achieved, thereby extending the delivery of consistent, high quality health services to our customers.

By serving as an entry point for quality medical care in workers’ compensation cases, we can promptly identify for employers those cases that have the potential to result in significant recovery time and employer costs. Also, through our ancillary programs, such as physical examinations, Americans with Disabilities Act compliance assistance, substance abuse testing, job-specific return-to-work evaluation and related injury prevention services, we strengthen our relationships with employers and help prevent workplace injuries and illnesses from occurring.

We develop clusters of centers in new and existing geographic markets through acquisitions and internal development. In selected markets in which a hospital management company, hospital system or other healthcare provider has a significant presence, we focus our expansion efforts on strategic joint ventures or management agreements. In our joint venture relationships, we typically acquire a majority ownership interest in the venture and agree to manage the venture for a management fee based on net revenue.

Provider Arrangements.    We manage physician-owned entities or groups that employ the physicians, physical therapists and other healthcare providers performing healthcare services at our centers. Our affiliated physician groups are independently organized professional corporations owned by physicians that hire these licensed providers to provide healthcare services to the centers’ patients. The physicians employed by our affiliated physician groups do not maintain other practices. Each of the physicians typically enters into a written employment agreement with one of our affiliated physician groups that prohibits the physician from competing with the group within a defined geographic area and from soliciting its employees and clients for a period of time after termination of employment. The enforceability of these restrictive covenants varies from state to state, but the physician groups attempt to structure and enforce all of them in compliance with applicable laws.

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We maintain long-term management agreements with our affiliated physician groups under which we exclusively manage all aspects of the operation other than the provision of medical services. Under each management agreement, we provide a wide array of business services to our affiliated physician groups, such as:

• non-medical support personnel;

• practice and facilities management;

• billing and collection;

• accounting;

• tax and financial management;

• human resources management;

• risk management;

• marketing and information-based services, such as process management and outcomes analysis; and

• assistance in the recruitment of physicians, nurses, physical therapists, and other healthcare providers.

We receive a management fee based on the services performed at the centers. The management fee is subject to renegotiation and may be adjusted from time to time to reflect industry practice, business conditions and actual expenses for contractual allowances and bad debts. Our affiliated physician groups operate in accordance with annual budgets. We consult with our affiliated physician groups to aid in establishing their budgets. The management agreements with our affiliated physician groups provide that we have no obligation to supply working capital out of our funds for our affiliated physician groups or their operations.

The physician owners of our affiliated physician groups retain sole responsibility for all medical decisions, as well as for hiring and managing physician employees, developing operating policies and procedures, implementing professional standards and controls and maintaining malpractice insurance. Subject to certain exceptions, each of our affiliated physician groups indemnifies us against any loss or expense arising from acts or omissions of the physician group, including claims for malpractice.

Information Systems.    We use information systems and technology to enhance our delivery of occupational healthcare services. The backbone of our platform is a wide area network, or WAN, in each market in which we provide health services. All centers in a market use a patient administration system named OccuSource^™ that allows each center to access and share a common database for that market. The database contains employer protocols, patient records and other information regarding our operations in the market. We also have created a centralized repository of patient data to be used for clinical outcomes analysis, among other things. We believe that our commitment to continued development of our healthcare information system assists us in our delivery of high quality, cost-effective services.

We recently implemented a new application for our providers using wireless, touchscreen handheld devices in all of our centers. Our providers are now able to create and approve clinical notes in real time, which decreases the time spent on patient processing and invoice development.

We typically generate revenue from our health services on a fee-for-service basis. Revenue from healthcare services as a percentage of our total revenue was approximately 53.8% in 2000, 51.7% in 2001 and 47.2% in 2002.

Network Services

Our network services include:

• non-network bill review;

• provider bill repricing and review;

• access to provider networks; and

• first notice of loss or injury services.

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These services are designed to reduce medical and administrative costs by monitoring the timing, appropriateness and pricing of medical care. Our network services customers typically pay us an agreed-upon percentage of their savings generated by the performance of our services, except that our first notice of loss or injury customers reimburse us on a fee-for-service basis.

Although we perform all of our network services for the workers’ compensation and auto insurance markets, these markets predominantly use our provider bill repricing and review services, provider networks and first notice of loss or injury services. Currently, our principal customer base for our non-network bill review services is the group health market, but we continue to expand our non-network bill review services to the workers’ compensation and auto insurance markets.

We offer our network services both separately and on a bundled basis as a full-service cost containment program. Our comprehensive approach to cost containment serves the needs of a broad range of customers, from local to national accounts.

We believe that the demand for our network services will continue to increase as a result of:

• greater payor awareness of the availability of these techniques for controlling the costs of medical claims;

• verifiable savings obtained through application of cost containment techniques; and

• the need for enhanced claims processing efficiencies in each industry that we serve.

Non-Network Bill Review.    Non-network claims arise when medical services are provided outside a healthcare payor’s geographic coverage area or its network of providers. This type of claim often exposes healthcare payors to very high costs. Our services focus on repricing of non-network medical providers’ bills and the reduction of administrative expenses associated with reviewing and analyzing medical bills.

We also perform network management services that enable our customers to outsource to us the processes required to maintain and apply the discounts for numerous preferred provider and other managed care networks. By performing these services for our customers, we improve payment accuracy and cycle times and eliminate redundant cost. Our customers reimburse us for these services on a fee-for-service basis according to the types of network management services we perform on their behalf.

We believe that we are the market leader in the non-network bill review business in the group health market and seek to further increase our presence in this market. We hope to expand our services in the workers’ compensation and auto insurance markets through performance of non-network provider bill repricing and review services.

Provider Bill Repricing and Review.    We also review and reprice medical bills for workers’ compensation and auto insurance claims. Workers’ compensation claims are repriced to either the state-mandated fee schedule rates or, for non-fee schedule states, a percentage of the usual, customary and reasonable rates. Additionally, our automated bill review service enables us to identify duplicative billings and provide our customers with access to certain preferred provider pricing schedules, including those of our provider networks, to achieve additional savings below the fee schedules or the usual, customary and reasonable rates. Our customers compensate us for these services by providing us a percentage of the savings we achieve, a flat fee per bill reviewed, or a combination of these two compensation methods.

Access to Preferred Provider Networks.    We also provide our customers with access to national provider networks. These provider networks offer high quality medical care at pre-negotiated discounts, enabling our customers to influence, or, in certain states, to direct, claimants into a provider network as a means of managing their healthcare costs. As of March 1, 2003, our national workers’ compensation provider network included over 397,000 individual providers and over 4,000 hospitals located in all 50 states and the District of Columbia. Our customers compensate us for access to provider networks by providing us a percentage of savings and paying us a flat fee.

First Notice of Loss or Injury Services.    We provide a computerized first notice of loss or injury service using three centralized national call centers and a web-based intake platform. We provide our first notice of loss or injury services primarily to workers’ compensation carriers for first report of injuries and to the auto industry for first notice of loss reporting, as well as to property and casualty carriers that offer workers’ compensation and auto insurance. We receive claims from individuals, employers, agents, risk managers and insurance personnel. Upon receipt, we electronically transfer each report of a loss or injury to the appropriate state agency, the employer and the employer’s insurance company in accordance with applicable state requirements as well as the unique business rules of each customer.

Our first notice of loss or injury services assist our customers in the timely preparation and distribution of state-mandated injury reports, serve as an early intervention tool for claim management and provide us with cross-selling and referral opportunities. By

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receiving the initial reports of injuries or accidents, we are able to assist our customers in mitigating the costs associated with those events. For the performance of our first notice of loss or injury services, our customers pay us a flat fee.

Information Systems.    We use a proprietary system to perform our non-network bill review services. We receive bills through multiple access points in order to minimize the administrative cost to our customers. Once a bill is entered into our system, we evaluate and analyze the bill, using our extensive database and applying our customers’ preferences or requirements to identify the type of claims review service with the greatest expected savings. We are compensated for these services on a percentage-of-savings basis.

For our first notice of loss or injury service line, we have developed and licensed to third parties a web-based reporting system for all lines of insurance that enables users to report first notices of loss or injury and obtain immediate access to customized networks and routing to appropriate and qualified healthcare providers. This application has increased the speed and efficiency of our reporting system.

The method by which we generate revenue from our network services is discussed above for each type of service in this business segment. Revenue from network services as a percentage of our total revenue was approximately 21.3% in 2000, 21.6% in 2001 and 23.1% in 2002.

Care Management Services

We provide care management services designed to monitor and resolve cases involving injured individuals who have been out of work for an extended period of time due to a work-related or auto injury. Our care management services include:

• field case management;

• telephonic case management;

• independent medical examinations;

• utilization management; and

• peer reviews.

We believe that continued growth of our care management services will occur principally due to the increased acceptance of care management techniques to help reduce the total cost of a claim and to facilitate an early return to work. We are able to identify at an early stage those cases for which cost savings may be achieved through the performance of care management services.

Field Case Management.    We provide field case management services for the workers’ compensation industry through case managers working at the local level on a one-on-one basis with injured employees and their healthcare professionals, employers and insurance company adjusters. Our field case managers are located in all 50 states, the District of Columbia and parts of Canada.

Our field case managers focus on coordinating case activities to enable injured workers to recover and return to work as quickly and safely as possible through medical management and vocational rehabilitation services. The medical management services we offer include reviewing diagnoses, prognoses and treatment plans, coordinating the efforts of healthcare professionals, employers and insurance company adjusters and encouraging compliance and active participation on the part of the injured worker to increase the effectiveness of the medical care provided. Our vocational rehabilitation services include job analysis, work capacity assessments, labor market assessments, job placement assistance and return-to-work coordination.

Telephonic Case Management.    Our telephonic case management services consist of telephonic management of workers’ compensation and auto injury claims, as well as of short-term disability, long-term disability and employee absences covered under the Family and Medical Leave Act. While similar to field case management in that telephonic case managers coordinate the efforts of individuals involved in a medical claim, telephonic case management is typically performed for claims of shorter duration. Most telephonic case management claims are completed within 30 to 90 days. Telephonic case management is an important component of early intervention that enables us to identify promptly those cases that require field case management or independent medical exams.

Independent Medical Examinations.    We provide our customers with access to healthcare professionals who perform independent medical examinations to evaluate the medical condition and treatment plan of patients. We perform independent medical examination services for the occupational healthcare and auto industries. Through our extensive network of independent medical professionals, our customers can receive independent medical reviews for injured claimants nationwide. Our technology enables customers to make on-line referrals and check on the current status of cases.

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Utilization Management, Precertification and Concurrent Review.    Customers use our precertification and concurrent review services to ensure that a physician or registered nurse reviews, and precertifies if appropriate, specified medical procedures for medical necessity and appropriateness. Our precertification and concurrent review determinations are only recommendations to the customer, and the customer’s claims adjuster makes the actual decision to approve or deny a request for medical services. After we precertify a treatment plan, we follow-up with the claimant to evaluate compliance and, as appropriate, discuss alternative treatment plans if the claimant does not respond to the initial plan.

Peer Reviews.    Our peer review services consist of the review of medical files by a physician, therapist, chiropractor or other healthcare provider to determine if the care provided appears to be necessary and appropriate.

Information Systems.    Our information systems enable us to improve our performance of care management services and our communications with our customers. Our principal proprietary care management allows immediate exchange of information among our case managers. We have recently enhanced our care management system to enable our customers to make on-line referrals and check on the current status of cases. Our principal case management and first notice of loss or injury reporting systems are integrated to enable immediate transmission of data into the case management system.

We have also recently undertaken a major technology initiative that we believe will streamline operations and enable significant business process improvement for our care management operations. This technology is based on a professional services automation product integrated with handheld personal digital devices to be deployed to all of our field case managers. This technology enables us to eliminate numerous redundant, non-value added activities, automate service delivery expectations for billing to customer contracts and collect and report on a daily basis management performance information.

Our customers compensate us for our care management services on a fee-for-service basis. The fees are typically flat fees determined in advance for each type of service we perform. For some of our care management services, including field and telephonic case management, the fees are typically based on the number of hours we dedicate to performing services. The fees for our independent medical examination, utilization management and peer review services vary according to the geographic location, specialty and type of medical provider performing the medical examination or review. Revenue from care management services as a percentage of our total revenue was approximately 24.9% in 2000, 26.7% in 2001 and 29.7% in 2002.

Customers

Through our nationwide network of centers, we serve employers with over 122,000 locations. We also serve more than 3,500 network services and care management customers across the United States and Canada, including major underwriters of workers’ compensation insurance, third party administrators, healthcare payors and self-insured employers.

Although no single customer represented more than 5% of our total revenue in 2002, our two largest customers represented 4% and 3%, respectively, of our total revenue in 2002. We do not have written agreements with most of our health services customers; however, many of our network services and care management relationships are based on written agreements (most of which are terminable by either party on short notice and without penalty). We typically do not assume risk of loss in connection with the services we provide. We have no capitated arrangements. Less than 0.1% of our revenue is dependent on Medicare or Medicaid reimbursement.

Sales and Marketing

We position ourselves as a quality service provider addressing the nation’s problem of rising workers’ compensation and medical costs. Our vision is to be our customers’ most valued partner by providing innovative, knowledge-based medical and cost savings solutions based on our:

• extensive clinical research and consistent performance of evidence-based medicine;

• knowledge and expertise in workers’ compensation and healthcare; and

• significant investments in technology to integrate our services and increase our productivity and efficiency in the delivery and management of healthcare services.

Our sales strategy is focused on selling our services at the national, regional and local levels. Our national sales force focuses on selling our integrated services to large, strategic accounts, including Fortune 1000 companies, third party administrators and insurance carriers and brokers. Our regional sales force focuses on regional customers and supports our national sales force at the regional level. The local sales force is also a key component of our strategy because customer decisions are often made at the local level.

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As part of our marketing and sales strategy, we conduct research on medical outcomes associated with different treatment plans. Some of our research has been published in national medical journals. We also provide our existing and potential customers with reports demonstrating medical outcomes and cost savings achieved by using our services.

Quality Assurance and Corporate Compliance Program

We routinely use internal reviews to test the quality of our services. We conduct audits of compliance with special instructions by our customers, completion of activities in a timely fashion, quality of reporting, accuracy of billing and professionalism in contacts with healthcare providers. We also conduct audits on a nationwide basis for particular customers or on a local office basis by randomly selecting files for review. We generate detailed reports outlining the audit findings and providing specific recommendations for service delivery improvements. When appropriate, we conduct follow-up audits to ensure that recommendations from the initial audit have been implemented.

We have a comprehensive, company-wide corporate compliance program. The key components of our compliance program include the following:

• a compliance officer and compliance committee responsible for oversight of our compliance program and reporting to our board of directors and the audit and compliance committee of our board of directors;

• a code of business conduct and ethics, addressing certain legal and ethical obligations of our directors and employees;

• employee education and training requirements;

• an internal system for reporting employees’ concerns;

• a hotline staffed by a third-party vendor for reporting employees’ concerns anonymously;

• an annual compliance survey distributed to certain management employees;

• ongoing auditing and monitoring programs, including periodic risk assessments and reviews;

• enforcement provisions if the compliance program policies are violated; and

• periodic reporting to and oversight by our board of directors and the audit and compliance committee of our board of directors.

Competition

Health Services

The market to provide occupational healthcare services is highly fragmented and competitive. Historically, our primary competitors have typically been independent physicians, hospital emergency departments and hospital-owned or hospital-affiliated medical facilities. As managed care techniques continue to gain acceptance in the occupational healthcare marketplace, however, we believe that our competitors will increasingly consist of nationally-focused workers’ compensation managed care service companies, specialized provider groups, insurance companies, health management organizations and other significant providers of managed care products. These organizations may be significantly larger and have greater financial and marketing resources than we do. We cannot assure you that we will be able to compete effectively against these organizations in the future.

Because we believe the barriers to entry in our geographic markets are not substantial and our current customers have the flexibility to move easily to new healthcare service providers, the addition of new competitors may occur relatively quickly. Some of our contracted physicians and other healthcare providers may elect to compete with us by offering their own products and services to our customers. In addition, significant merger and acquisition activity has occurred in our industry as well as in industries that supply products to us, such as the hospital, physician, pharmaceutical, medical device and health information systems industries. If competition within our industry intensifies, our ability to retain customers or physicians, or maintain or increase our revenue growth, pricing flexibility and control over medical cost trends and marketing expenses, may be compromised.

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Network Services and Care Management Services

The market for our network services and care management services is also fragmented and competitive. Our competitors include national managed care providers, preferred provider networks, smaller independent providers and insurance companies. Companies that offer one or more workers’ compensation managed care services on a national basis are our primary competitors. We also compete with many smaller vendors that generally provide unbundled services on a local level, particularly companies that have an established relationship with a local insurance company adjuster. In addition, several large workers’ compensation insurance carriers offer managed care services for their customers either by performance of the services in-house or by outsourcing to organizations like ours. If these carriers increase their performance of these services in-house, our business could be adversely affected.

Government Regulation

General

As a provider of health, network and care management services, we are subject to extensive and increasing regulation by a number of governmental entities at the federal, state and local levels. We are also subject to laws and regulations relating to business corporations in general. In recent years, Congress and state legislatures have introduced an increasing number of proposals to make significant changes in the healthcare system. Changes in law and regulatory interpretations could reduce our revenue and profitability.

Workers’ Compensation Laws and Regulations

In performing services for the workers’ compensation industry, we must comply with applicable workers’ compensation laws. Workers’ compensation laws generally require employers to assume financial responsibility for medical costs, lost wages and related legal costs of work-related illnesses and injuries. These laws establish the rights of workers to receive benefits and to appeal benefit denials. Workers’ compensation laws generally prohibit charging medical co-payments or deductibles to employees. In addition, certain states restrict employers’ rights to select healthcare providers.

Several states have special requirements for physicians providing non-emergency care for workers’ compensation patients. These requirements frequently require registration with the state agency governing workers’ compensation, as well as special continuing education and training requirements. In those states, we must establish procedures to confirm that physicians providing services at our centers have completed these requirements.

At present, we perform health services in 25 states that have treatment-specific fee schedules with established maximum reimbursement levels. The remaining states provide for a “reasonableness” review of medical costs paid or reimbursed by workers’ compensation. When not governed by a fee schedule, we adjust our charges to the usual, customary and reasonable levels accepted by the payor.

Some states limit the ability of the employer to direct an injured employee to a specific provider to receive non-emergency workers’ compensation medical care, while other states allow the employer to direct care to a specific provider. In other states, the employee is free to receive treatment from any qualified provider the employee chooses. Even in those states where the employer is permitted to direct an injured employee to a specific provider, the employer’s ability to direct care is frequently limited only to a certain timeframe and/or to a limited group of eligible providers. States typically also mandate administrative procedures for employees who desire to change providers. In some states that typically do not permit direction of care, the employer has the right to direct care if the employer participates in a managed care organization for workers’ compensation medical care.

Many states permit an employer to post a list of primary care physicians available to provide care to injured employees. Those states frequently place restrictions on the content of those postings, including the number and categories of providers that must be listed.

Many states have licensing and other regulatory requirements related to workers’ compensation that apply to our network services and care management business lines. Approximately half of the states have enacted laws that require licensing of businesses that provide medical review services. These laws typically establish minimum standards for qualifications of personnel, confidentiality, internal quality control and dispute resolution procedures. In addition, a number of states have adopted laws regulating the operation of managed care provider networks. These laws apply to managed care provider networks having contracts with us and, in some states, to provider networks that we are affiliated with and may affiliate with in the future. To the extent that we are governed by these regulations, we may be subject to additional licensing requirements, financial oversight and procedural standards for beneficiaries and providers.

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Corporate Practice of Medicine and Other Laws

We are not licensed to practice medicine. Most states limit the practice of medicine to licensed individuals or professional organizations comprised of licensed individuals. Business entities generally may not exercise control over the medical decisions of physicians. Many states also limit the scope of business relationships between business entities and medical professionals, particularly with respect to fee splitting. Most of the state fee-splitting laws only prohibit a physician from sharing medical fees with a referral source, but some states have interpreted certain management agreements between business entities and physicians as unlawful fee-splitting. Statutes and regulations relating to the practice of medicine, fee-splitting and similar issues vary widely from state to state. Because these laws are often vague, their application is frequently dependent on court rulings and attorney general opinions.

Under the management agreements with our affiliated physician groups, the groups retain sole responsibility for all medical decisions, as well as for hiring and managing physician employees, developing operating policies and procedures, implementing professional standards and controls and maintaining malpractice insurance. We attempt to structure all of our health services operations, including arrangements with our affiliated physician groups, to comply with applicable state statutes regarding corporate practice of medicine, fee-splitting and similar issues. However, there can be no assurance:

• that private parties, or courts or governmental officials with the power to interpret or enforce these laws and regulations, will not assert that we are in violation of such laws and regulations;

• that future interpretations of such laws and regulations will not require us to modify the structure and organization of our business; or

• that any such enforcement action, which could subject us and our affiliated physician groups to penalties or restructuring or reorganization of our business, will not adversely affect our business or results of operations.

Laboratory Regulation

We own a toxicology laboratory, Advanced Toxicology Network, that tests urine samples to determine drug and alcohol levels. These samples are obtained from our health services operations. Our laboratory is certified by the Substance Abuse and Mental Health Services Administration and maintains licensure in several states that require licensure for toxicology laboratory operations.

Anti-Kickback, Physician Self-Referral and Other Fraud and Abuse Laws

A federal law commonly referred to as the “Anti-Kickback Statute” prohibits the offer, payment, solicitation or receipt of any form of remuneration to induce, or in return for, the referral of Medicare or other governmental health program patients or patient care opportunities, or in return for the purchase, lease or order of items or services that are covered by Medicare or other federal governmental health programs. Because the prohibitions contained in the Anti-Kickback Statute apply to the furnishing of items or services for which payment is made in “whole or in part,” the Anti-Kickback Statute could be implicated if any portion of an item or service we provide is covered by any of the state or federal health benefit programs described above. Violation of these provisions constitutes a felony criminal offense and applicable sanctions include imprisonment of up to five years, criminal fines of up to $25,000, civil monetary penalties of up to $50,000 per act plus three times the amount claimed or remuneration offered and exclusion from the Medicare and Medicaid programs.

Section 1877 of the Social Security Act, referred to herein as the “Stark Law,” prohibits physicians, subject to certain exceptions described below, from referring Medicare or Medicaid patients to an entity providing “designated health services” in which the physician, or an immediate family member, has an ownership or investment interest or with which the physician, or an immediate family member, has entered into a compensation arrangement. These prohibitions, contained in the Omnibus Budget Reconciliation Act of 1993, commonly known as “Stark II,” amended prior federal physician self-referral legislation known as “Stark I” by expanding the list of designated health services to a total of 11 categories of health services. The physician groups with which we are affiliated provide one or more of these designated health services. Persons or entities that violate the Stark Law are subject to denial of payment for services furnished pursuant to an improper referral, civil monetary penalties of up to $15,000 for each improper claim and exclusion from the Medicare and Medicaid programs.

Final regulations interpreting Stark I, referred to herein as the “Stark I Regulations,” were issued on August 14, 1995. On January 4, 2001, the Centers for Medicare and Medicaid Services issued final regulations modifying the Stark I Regulations and interpreting parts of Stark II. These regulations are considered Phase I of a two-phase process, with the remaining regulations to be published at an unknown future date.

In addition to the Anti-Kickback Statute and the Stark Law, which generally only apply to certain federal and state health care programs, as part of the Health Insurance Portability And Accountability Act of 1996, Congress created five new categories of

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criminal federal offenses that apply to all healthcare benefit programs regardless of whether such programs are funded in whole or in part with federal funds. The five new categories of federal offenses created by HIPAA are: healthcare fraud; theft or embezzlement in connection with healthcare; false statements relating to healthcare matters; obstruction of criminal investigations of healthcare offenses; and money laundering. Violations of these provisions constitute felony criminal offenses and applicable sanctions include imprisonment and/or substantial monetary fines.

Many states also have enacted laws similar in scope and purpose to the Anti-Kickback Statute and, in more limited instances, the Stark Law, that are not limited to services for which Medicare or Medicaid payment is made. In addition, most states have statutes, regulations or professional codes that restrict a physician from accepting various kinds of remuneration in exchange for making referrals. These laws vary from state to state and have seldom been interpreted by the courts or regulatory agencies. In states that have enacted these statutes, we believe that regulatory authorities and state courts interpreting these statutes may regard federal law under the Anti-Kickback Statute and the Stark Law as persuasive.

We believe that our operations have been structured in an attempt to comply with the Anti-Kickback Statute, the Stark Law or similar federal or state laws addressing fraud and abuse. These laws are subject to modification and changes in interpretation and have not often been interpreted by appropriate authorities in a manner applicable to our business. Moreover, these laws are enforced by authorities vested with broad discretion. We also continually monitor developments in this area. If these laws are interpreted in a manner contrary to our interpretation or are reinterpreted or amended, or if new legislation is enacted with respect to healthcare fraud and abuse, illegal remuneration or similar issues, we may be required to restructure our affected operations to maintain our compliance with applicable law. We cannot assure you that this restructuring will be possible, or, if possible, will not adversely affect our business or results of operations.

HIPAA Administrative Simplification Provisions—Patient Privacy and Security

HIPAA requires the adoption of standards for the exchange of health information in an effort to encourage overall administrative simplification and to enhance the effectiveness and efficiency of the healthcare industry. Pursuant to HIPAA, the Secretary of the Department of Health and Human Services has issued final rules concerning the privacy and security of health information, the establishment of standard transactions and code sets and adoption of a unique employer identifier and proposed regulations regarding the establishment of a national provider identifier. Noncompliance with the administrative simplification provisions can result in civil monetary penalties up to $100 per violation as well as criminal penalties that include fines and imprisonment. The Department of Health and Human Services Office of Civil Rights is charged with implementing and enforcing the privacy standards, while the Centers for Medicare and Medicaid Services are responsible for implementing and enforcing the security standards, the transactions and code sets standards and the other HIPAA administrative simplification provisions.

The HIPAA requirements only apply to covered entities, which include health plans, healthcare clearinghouses and healthcare providers that transmit any health information in electronic form. Our business unit that provides occupational healthcare services is a covered entity under HIPAA. In addition, our business units that provide cost containment services may be subject to HIPAA obligations through business associate agreements with our customers. We are also indirectly regulated by HIPAA as a plan sponsor of a healthcare benefit plan for our own employees.

Of the HIPAA requirements, the privacy standards and the security standards have the most significant impact on our business operations. The final privacy rule was published on December 28, 2000, and was later amended by the final modifications published on August 14, 2002. Compliance with the privacy standards was required by April 14, 2003. The privacy standards require covered entities to implement certain procedures to govern the use and disclosure of protected health information and to safeguard such information from inappropriate access, use or disclosure. Protected health information includes individually identifiable health information, such as an individual’s medical records, transmitted or maintained in any format, including paper and electronic records. The privacy standards establish the different levels of individual permission that are required before a covered entity may use or disclose an individual’s protected health information and establish new rights for the individual with respect to his or her protected health information.

The final security rule was recently published on February 20, 2003, with an effective date of April 21, 2003, and establishes security standards that apply to covered entities. The security standards are designed to protect health information against reasonably anticipated threats or hazards to the security or integrity of the information and to protect the information against unauthorized use or disclosure. The security standards establish a national standard for protecting the security and integrity of medical records when they are kept in electronic form. Compliance with the security standards is required by April 21, 2005.

The administrative simplification provisions of HIPAA require the use of uniform electronic data transmission standards for healthcare claims and payment transactions submitted or received electronically. In August 2000, the Department of Health and Human Services finalized the new transaction standards. The original compliance date was October 16, 2002; however, this compliance date was delayed until October 16, 2003 due to our filing of a compliance extension plan with the Department of Health

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and Human Services. We believe that we were substantially compliant with the HIPAA transaction and code set standards by the October 16, 2003 compliance date. The transaction standards require us to use standard code sets when we transmit health information in connection with certain transactions, including health claims and health payment and remittance advice. Compliance with these rules, including the privacy and security standards, could require us to spend substantial sums of money, which could negatively impact our profitability.

Compliance with these standards has required significant commitment and action by us and we expect that it will continue to do so. Because the final regulations for the privacy standards have only recently been effective and final regulations for the security standards have only recently been issued, we cannot predict the total financial impact of the regulations on our operations.

Other Privacy and Confidentiality Laws

In addition to the HIPAA requirements described above, numerous other state and federal laws regulate the privacy of an individual’s health information. These laws specify the persons to whom health information can be disclosed and the conditions under which such disclosures can occur. Many states have requirements related to an individual’s right to access his own medical records, as well as requirements related to the use and content of consent or authorization forms. Also, because of employers’ economic interests in paying medical bills for injured employees and in the timing of the injured employees’ return to work, many states have enacted special confidentiality laws related to disclosures of medical information in workers’ compensation claims. These laws limit employer access to such information. To the extent state law affords greater protection of an individual’s health information than that provided under HIPAA, the state law will control.

The federal Financial Services Modernization Act, more commonly known as the Gramm-Leach-Bliley Act, sets forth requirements related to the disclosure of nonpublic personal financial information by financial institutions, including banks, securities firms and insurance companies. Although the statute expressly regulates the disclosure of personal financial information, some of our insurance company customers have required us to participate in their initiatives to comply with this Act.

In addition, many states have adopted some form of the National Association of Insurance Commissioners Privacy of Consumer Financial and Health Information Model Regulation, which requires that an individual elect to permit the disclosure of his health information. Where adopted, licensees of that state’s insurance department must enact procedures to secure compliance with these regulations. Other states, including New York and Colorado, have adopted new security regulations that impact licensees of the state insurance department and their service providers. Many of our insurance company customers who are subject to these regulations require us to adhere to their compliance programs and procedures to satisfy their obligations under these regulations.

We anticipate that there will be more regulation in the areas of privacy and confidentiality, particularly with respect to medical information. We currently monitor the privacy and confidentiality requirements that relate to our business, and we anticipate that we may have to modify our operating practices and procedures in order to comply with these requirements.

Cost Containment Services

Many of our cost containment services, including our case management services, involve prospective or concurrent review of requests for medical care or therapy. Approximately half of the states have enacted laws that require licensure, certification or other approval of businesses like ours that provide these types of medical review services. Some of these laws apply to medical review of care covered by workers’ compensation. These laws typically establish minimum standards for qualifications of personnel, confidentiality, internal quality control and dispute resolution procedures. Some states waive these registration requirements for entities accredited by specified recognized agencies, such as the Utilization Review Accreditation Commission.

In addition to these licensure requirements, many states regulate various aspects of utilization review services, such as our cost containment services. Some states mandate utilization review for specified procedures or for claims exceeding stated financial limits, establish time limits for utilization review decisions, establish guidelines for the communication of utilization review decisions and provide for the appeal of utilization review decisions. Some states require case managers to be licensed. These regulations may result in increased costs of operation for us, which may have an adverse impact on our ability to compete with other available alternatives for healthcare cost control.

Managed Care

Many states have passed laws expressly regulating the use of managed care arrangements in workers’ compensation. The definition of “managed care” varies from state to state; however, nearly all states provide that managed care involves the delivery and management of healthcare to injured employees. States that have adopted such laws typically require managed care plans to be certified, with the certification renewed every one or two years. States with managed care certification programs regulate both the types of services that must be included in a plan and specific requirements related to those services. Many states require that managed

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care entities perform the following types of services: reasonable access and availability of various specified types of healthcare providers; case management and utilization review; return to work programs; quality assurance programs; the use of treatment guidelines; and grievance processes.

These certifications often may be obtained from the regulatory agency with primary oversight over workers’ compensation. However, some states grant certification through various other agencies, such as the department of health or department of insurance. States frequently encourage employers and payors to adopt a managed care program by permitting direction of care and case management. Because we serve as a certified managed care organization in some states and implement portions, or all, of our customers’ managed care programs on their behalf, we are subject to these certification laws.

Use of Provider Networks

Our ability to provide comprehensive healthcare management and cost containment services depends in part on our ability to contract with provider networks consisting of healthcare providers who share our objectives and to maintain our existing provider network. For some of our customers, we offer injured workers access to these provider networks. A number of states have adopted laws regulating the operation of managed care provider networks. These laws often apply to our provider network, managed care provider networks having contracts with us and, in some instances, provider networks that we may develop or acquire. To the extent these regulations apply to us, we may be subject to:

• additional licensing requirements;

• mandated provisions in provider contracts;

• financial oversight; and

• procedural standards for beneficiaries and providers.

In 2002, several states implemented legislation requiring the inclusion of certain language in provider contracts for group health plans that related to the timing of payments, the amount to be paid under the contracts and the payment methodology. These requirements currently impact our business for the contracts that we have with providers that relate to the performance of healthcare services that are reimbursable under group health plans. In addition, these contractual requirements may be extended to care reimbursable under workers’ compensation and/or auto insurance. We may be required to amend some of our provider contracts as a result of this legislation and future legislative initiatives.

One of the procedural standards that may apply in some states is the requirement for credentialing of all network providers. For workers’ compensation, some states require that workers’ compensation providers be on pre-approved lists in order to treat workers’ compensation patients. These credentialing and licensing requirements may adversely affect our ability to expand our provider network.

In addition, approximately half of the states have some type of “any willing provider” law. These laws require networks to accept as participating providers any qualified professional who is willing to meet the terms and conditions of the network. For example, networks cannot decline a provider admission to the network because the network believes it already has a sufficient number of providers in a given specialty. In all but two instances, these laws are applicable to group health networks only and do not apply to workers’ compensation networks. These laws could impact our ability to provide access to provider networks limited to healthcare providers who share our objectives.

These additional licensing requirements, financial oversight and procedural standards for beneficiaries and providers may adversely affect our ability to maintain or expand our operations to new markets and increase our cost of providing services.

Prompt Pay Laws

Many states are considering or have enacted legislation governing prompt payment for healthcare services. These laws generally define a process for the payment of claims and set a specific timeframe during which payors must remit payment for services rendered. Although we are not responsible for provider payment, our network and cost containment services customers typically do have that responsibility and may require assistance from us in performing our services within the prescribed time periods under these laws. Approximately half of the states have some form of prompt pay law for workers’ compensation, and an even greater number of states have implemented prompt pay laws for the provision of group health medical services.

In addition to mandating timeframes in which claims must be paid, these laws frequently define what constitutes a “clean claim.” A clean claim is a medical claim that contains all of the information deemed to be required under the law for the claim to be

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processed and paid. Typically, states with these laws require use of standardized forms and specify how various fields on those forms should be completed. These laws also typically detail the types of attachments that should be included with claims. If a claim is a clean claim under these requirements, then the timeframes of the prompt payment laws apply. If the claim is not “clean,” many states specify provider and payor responsibilities that must be met for proper handling of that claim. We may be subject to procedural requirements and may be responsible for the education of our customers in connection with prompt pay laws. These additional procedural requirements may increase our cost of services.

ERISA

The provision of our network services to certain types of employee health benefit plans is subject to the Employee Retirement Income Security Act, or ERISA, which is a complex set of laws and regulations subject to periodic interpretation by the Internal Revenue Service and the Department of Labor. ERISA regulates some aspects of the network services we provide for employers who maintain group health plans subject to ERISA. The Department of Labor is engaged in ongoing ERISA enforcement activities that may result in additional constraints on how ERISA-governed benefit plans conduct their activities. Changes in ERISA and judicial or regulatory interpretations of ERISA could adversely affect our business and profitability.

Environmental

We are subject to various federal, state and local laws and regulations relating to the protection of human health and the environment, including those governing the management and disposal of infectious medical waste and other waste generated at our occupational healthcare centers and the cleanup of contamination. If an environmental regulatory agency finds any of our facilities to be in violation of environmental laws, penalties and fines may be imposed for each day of violation and the affected facility could be forced to cease operations. We could also incur other significant costs, such as cleanup costs or claims by third parties, as a result of violations of or liabilities under environmental laws. Although we believe that our environmental practices, including waste handling and disposal practices, are in material compliance with applicable laws, future claims or violations, or changes in environmental laws, could have an adverse effect on our business.

Insurance

We and our affiliated physician groups maintain medical malpractice insurance in the amount of $1.0 million per medical incident and $3.0 million per provider in the aggregate per year, with a shared aggregate of $15.0 million. We also maintain umbrella liability coverage with a liability limit of $20.0 million. We maintain a managed care organization errors and omissions liability insurance policy covering all aspects of our network and care management services. This policy has limits of $10.0 million per claim, with an annual aggregate of $15.0 million. Our directors and officers liability policy has a liability limit of $20.0 million per occurrence and in the aggregate, with an additional $10.0 million in limits provided through an excess liability policy. In addition, we maintain $1.0 million per occurrence and $3.0 million annual aggregate of commercial general liability insurance. Although we believe that our insurance coverage is adequate for our current operations, we cannot assure you that our coverage will cover all future claims or will be available in adequate amounts or at a reasonable cost.

Employees

We had approximately 10,000 employees at September 30, 2003. We have experienced no work stoppages and believe that our employee relations are good. All physicians, physical therapists and other healthcare providers performing professional services in our occupational healthcare centers are either employed by or are under contract with one of our affiliated physician groups.

Currently, none of our employees is subject to a collective bargaining agreement. However, in August 2000, several physicians employed by one of our affiliated physician groups in New Jersey petitioned the National Labor Relations Board to form a local collective bargaining unit of physicians. Although the New Jersey physicians voted on this issue in September 2000, the National Labor Relations Board has not determined the outcome of that vote. We have appealed a recent decision by the Newark, New Jersey regional National Labor Relations Board office regarding the status of the physicians and the appropriateness of their inclusion in a collective bargaining unit.

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MANAGEMENT

Directors and Executive Officers

Our directors and executive officers are the same as the persons identified below as directors and executive officers of our parent, Concentra Inc. Since August 17, 1999, they have served in these positions with us during the same periods they served in these positions with our parent, except as otherwise indicated.

Our executive officers and those of our parent are elected annually by the applicable board of directors and serve until their successors are duly elected and qualified. Our directors and those of our parent are elected annually by the applicable stockholders and serve until their successors are duly elected and qualified. There are no arrangements or understandings between any officer or director and any other person pursuant to which any officer or director was, or is to be, selected as an officer, director or nominee for officer or director. There are no family relationships between any of our executive officers or directors. The names, ages and positions of our executive officers and directors and those of Concentra Inc. are listed below.

Name	Age	Position
Daniel J. Thomas	44	Director and Chief Executive Officer
Frederick C. Dunlap	44	President and Chief Operating Officer
Thomas E. Kiraly	43	Executive Vice President, Chief Financial Officer and Treasurer
James M. Greenwood	42	Executive Vice President—Corporate Development
Richard A. Parr II	45	Executive Vice President, General Counsel and Corporate Secretary
Paul B. Queally	39	Chairman and Director
John K. Carlyle	48	Director
Carlos A. Ferrer	49	Director
D. Scott Mackesy	35	Director
Steven E. Nelson	48	Director
Richard J. Sabolik	55	Director

Daniel J. Thomas has served as a director of our parent since January 1998 and of us since August 1999. He has served as Chief Executive Officer of our parent since September 1998. He served as President and Chief Executive Officer of our parent from January 1998 until August 2002. He served as President and Chief Operating Officer of our parent from January 1998 until September 1998. He served as Executive Vice President of our parent and President of Concentra Health Services, Inc. from August 1997 until January 1998. He served as a director of OccuSystems, Inc., or OccuSystems, one of our predecessor companies, and as its President and Chief Operating Officer from January 1997 to August 1997. From April 1993 through December 1996, Mr. Thomas served as OccuSystems’ Executive Vice President and Chief Operating Officer. Prior to joining OccuSystems in 1993, Mr. Thomas served in various capacities with Medical Care International, Inc., a national outpatient surgery center company, including Senior Vice President and Divisional Director. Mr. Thomas is a certified public accountant.

Frederick C. Dunlap has served as President and Chief Operating Officer of our parent since August 2002. Prior to that time, Mr. Dunlap served as Chief Executive Officer of Phycom Corporation, a healthcare service company, from September 2000 until March 2002. He served as President and Chief Executive Officer of FDWP Ventures, Inc., a company established to pursue investments in healthcare companies with an emphasis on technology, from March 2000 until its acquisition of Phycom Corporation in September 2000. From October 1996 to February 2000 Mr. Dunlap served as President of UnitedHealthcare of Florida/Puerto Rico, Inc., an affiliate of UnitedHealth Group, Inc. that operated four health benefit plans. He served as Vice President, Specialty Companies for UnitedHealth Group, Inc. from August 1994 to September 1996. Mr. Dunlap served as Senior Vice President of CIGNA Corporation from November 1991 to August 1994, and as Sales Vice President from July 1990 to October 1991. Prior to its acquisition by CIGNA Corporation in July 1990, Mr. Dunlap served in various capacities with Equicor, Inc., an employee benefits company, from 1982 to 1990, including Divisional Marketing Manager.

Thomas E. Kiraly has served as Executive Vice President, Chief Financial Officer and Treasurer of our parent since May 1999. Prior to that time, Mr. Kiraly served as the principal accounting and financial officer of BRC Holdings, Inc. from December 1988 to May 1999. BRC Holdings, Inc. was a diversified provider of specialized information systems and services to healthcare institutions and local governments and was acquired in February 1999 by Affiliated Computer Services, Inc., an information services provider. During his tenure at BRC Holdings, Inc., Mr. Kiraly held the titles of Executive Vice President and Chief Financial Officer from March 1994 through May 1999 and Vice President of Finance from December 1988 through March 1994. Prior to that time, Mr. Kiraly was a Senior Management Consultant with the national accounting firm of Touche Ross & Co., a predecessor to Deloitte & Touche L.L.P., from May 1985 until December 1988.

James M. Greenwood has served as Executive Vice President—Corporate Development of our parent since February 1998 and as Senior Vice President—Corporate Development of our parent from August 1997 to February 1998. He served as OccuSystems’ Chief Financial Officer from 1993 until August 1997. Mr. Greenwood also served as a Senior Vice President of OccuSystems from

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May 1994 to August 1997. From 1988 until he joined OccuSystems in 1993, Mr. Greenwood served in numerous positions with Bank One, Texas, N.A., and its predecessors, including as Senior Vice President and Manager of Mergers and Acquisitions.

Richard A. Parr II has served as Executive Vice President, General Counsel and Corporate Secretary of our parent since August 1997. He served as OccuSystems’ Executive Vice President, General Counsel and Secretary from August 1996 to August 1997. Prior to joining OccuSystems, Mr. Parr served as Vice President and Assistant General Counsel of OrNda HealthCorp, a national hospital management company, from April 1993 through August 1996 and as Associate General Counsel of OrNda HealthCorp from September 1991 through March 1993. Mr. Parr serves on the board of directors of the American Society of Corporate Secretaries.

Paul B. Queally has served as a director and the Chairman of our parent and us since August 1999. He has served as a managing member or general partner of the respective sole general partner of WCAS and other associated investment partnerships since February 1996. Prior to joining WCAS in February 1996, Mr. Queally held various positions, including General Partner at The Sprout Group, a private equity affiliate of Credit Suisse First Boston Corporation, since 1987. He is a director of United Surgical Partners International, Inc., an ambulatory surgery center company, MedCath, Inc., a cardiac care management and cardiac specialty hospital company, LabOne, Inc., a clinical laboratory company, and several other private companies.

John K. Carlyle has served as a director of our parent since August 1997 and as a director of us since August 1999. He served as Chairman of our parent from August 1997 to January 1998 and from September 1998 until August 17, 1999. Mr. Carlyle served as Chief Executive Officer of MAGELLA Healthcare Corporation, a private physician practice management company devoted to the area of neonatology and perinatology, from July 2000 until its sale to Pediatrix Medical Group, Inc., in May 2001, and as President and Chief Executive Officer of MAGELLA from February 1998 through June 2000. Prior to joining MAGELLA, Mr. Carlyle served as OccuSystems’ Chairman and Chief Executive Officer from January 1997 until August 1997 and as the Chief Executive Officer and a director of OccuSystems from 1991 until August 1997. He joined OccuSystems in 1990 as its President and served in that capacity until December 1996. Mr. Carlyle also serves as a director of Pediatrix Medical Group, Inc., a neonatology and perinatology national group practice, Odyssey Healthcare, Inc., a national hospice services provider, and several other private healthcare companies.

Carlos A. Ferrer has served as a director of our parent and us since August 1999. He has served as a member of the general partner of Ferrer Freeman and Company, LLC, a private healthcare equity firm, since 1995. Prior to 1995, he was employed by Credit Suisse First Boston Corporation as a Managing Director. He is a director of AMERIGROUP Corporation, a Medicaid HMO company, and several private companies and is Vice Chairman of the Board of Trustees of the Cancer Research Institute.

D. Scott Mackesy has served as a director of our parent and us since August 1999. Mr. Mackesy joined WCAS in early 1998 and has served as a general partner or managing member of the respective sole general partner of WCAS and other associated investment partnerships since 2001. Mr. Mackesy is a director of LabOne, Inc., a clinical laboratory company, United Surgical Partners International, Inc., an ambulatory surgery center company, and several other private companies.

Steven E. Nelson has served as a director of our parent and us since August 1999. From October 1999 to November 2001, he served as President of HealthNetwork Systems LLC, a private provider of network management services to the payor and PPO industries, until its acquisition in 2001 by Concentra Preferred Systems, Inc., an affiliate of Concentra Operating engaged in bill review services. Mr. Nelson served as President of Concentra Preferred Systems, Inc. from March 1997 to June 2000. From 1990 to March 1997, he served as President and Chief Executive Officer of Preferred Payment Systems, Inc., a provider of bill review services, until its acquisition by Concentra Inc. in 1998.

Richard J. Sabolik has served as a director of our parent and us since June 2003. He has served as Chief Executive Officer of ez-GT, Inc., an Internet-based transportation services company that he founded in March 2000. Prior to that time, he was a partner with KPMG LLP from July 1981 to January 2000, where he served large regional and national clients and was responsible for various regional KPMG health care practices and national service offerings. He also was a member of KPMG’s National Health Care Practice “Board of Directors” for more than 15 years. He is a member of the Executive Committee of the Board of Trustees of the Leukemia & Lymphoma Society and a member of the Governance Committee of CEO Netweavers. Mr. Sabolik is a certified public accountant.

Executive Compensation

The following table summarizes the compensation paid or earned for the fiscal years 2002, 2001 and 2000 to our parent’s and our Chief Executive Officer and the four other most highly compensated executive officers of our parent and us whose individual compensation for services rendered to us or our parent exceeded $100,000 for fiscal 2002. These executive officers are referred to as the “named executive officers.”

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		Annual Compensation				Long-Term Compensation Awards			All Other Compensation
	Year	Salary ($)(1)	Bonus ($)(2)	Other Annual Compensation		Restricted Stock Awards ($)		Number of Securities Underlying Options	($)(3)
Name and Principal Position				($)
Daniel J. Thomas	2002	495,769	125,000	17,864	(4)	1,237,500	(5)	207,000	3,650
President and Chief	2001	399,231	20,000	—		—		174,000	3,640
Executive Officer, Director	2000	394,199	—	203,355	(4)	—		369,057	3,267
William H. Comte(6)	2002	406,219	75,000	—		—		—	156	(7)
Executive Vice President,	2001	350,000	—	—		—		75,000	3,201	(8)
Chief Operating Officer	2000	14,808	—	—		—		125,000	10
James M. Greenwood	2002	294,365	75,000	—		—		—	3,615
Executive Vice President—	2001	279,616	20,000	—		—		20,000	3,590
Corporate Development	2000	270,029	—	—		—		216,344	3,291
Thomas E. Kiraly	2002	319,154	100,000	—		—		—	3,619
Executive Vice President, Chief	2001	298,846	20,000	—		—		75,000	3,615
Financial Officer and Treasurer	2000	264,892	—	—		—		37,500	197
Richard A. Parr II	2002	277,823	75,000	—		—		—	3.628
Executive Vice President,	2001	262,019	20,000	—		—		15,000	3,618
General Counsel and Corporate Secretary	2000	250,035	—	—		—		59,813	3,315

(1) Salaries for the named executives officers, effective January 1, 2003, are $500,000 for Mr. Thomas, $295,000 for Mr. Greenwood, $320,000 for Mr. Kiraly and $278,500 for Mr. Parr.

(2) The bonus amounts paid each year were determined based on our performance, the performance of the individual and related factors for the immediately preceding year.

(3) Amounts shown represent, to the extent that the named executive officer participated in our parent’s 401(k) plan, (a) our parent’s matching provision under its 401(k) plan, if any, and (b) premiums paid by our parent for group term life insurance that is taxable compensation to the named executive officers.

(4) Amounts shown were for relocation-related costs and benefits paid to Mr. Thomas totaling $203,355 in 2000 associated with his relocation from Boston, Massachusetts to temporary housing in Dallas, Texas, and $17,864 in 2002 associated with his relocation from temporary to permanent housing in Dallas, Texas.

(5) Fair market value of securities underlying award for 75,000 shares based on the most recent third-party sale of our parent’s common stock at $16.50 per share. Neither our parent nor us has any class of equity securities registered pursuant to Section 12 of the Exchange Act.

(6) Mr. Comte resigned effective June 21, 2002.

(7) Excludes $10,000 paid to Mr. Comte in 2002 related to cancellation of his participation in our officer loan program.

(8) Excludes relocation related costs and benefits totaling $19,130 paid to Mr. Comte in 2001 associated with his relocation from San Diego, California to Dallas, Texas.

Option Grants in Last Fiscal Year—Individual Grants

The following table sets forth certain information concerning grants by our parent of stock options to each of the named executive officers during 2002. In accordance with the rules of the SEC, the potential realizable values under such options are shown based on assumed rates of annual compound stock price appreciation of 5% and 10% over the full option term from the date the option was granted.

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	Number of Securities Underlying Options Granted (1)	% of Options Granted to Employees in Fiscal Year		Exercise or Base Price ($/Share)	Expiration Date	Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term ($)(2)
						5%	10%
Daniel J. Thomas	207,000	17.61	%	16.50	12/16/12	2,147,990	5,443,427
William H. Comte	—	—		—	—	—	—
James M. Greenwood	—	—		—	—	—	—
Thomas E. Kiraly	—	—		—	—	—	—
Richard A. Parr II	—	—		—	—	—	—

(1) The vesting of the option is cumulative, and no vested portion will expire until the expiration of the option. The option vests over a four-year period, with 25% of the option vesting and becoming exercisable on December 16 in each of 2004, 2005, 2006 and 2007.

(2) These amounts represent certain assumed rates of appreciation only and are based on an original fair market value of $16.50 per share, which is based on the most recent third party sale of our parent’s common stock. Actual gains, if any, on stock option exercises will depend upon the future market for our parent’s common stock and the price at which it can be sold.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option and Restricted Stock Values

The following table provides summary information about option exercises by the named executive officers during 2002 and the value realized by them. The table also provides information about the number and value of options held by the named executive officers at December 31, 2002.

	Shares Acquired on Exercise(#)	Value Realized($)	Number of Securities Underlying Unexercised Options at Fiscal Year End		Value of Unexercised In-The-Money Options at Fiscal Year End ($)(1)
Name			Unexercisable	Exercisable	Unexercisable	Exercisable
Daniel J. Thomas	—	—	585,390	154,667	—	—
William H. Comte	—	—	—	26,667	—	—
James M. Greenwood	—	—	145,667	90,667	—	—
Thomas E. Kiraly	—	—	145,249	56,334	—	—
Richard A. Parr II	—	—	49,746	25,067	—	—

(1) Fair market value of securities underlying in-the-money options is based on the most recent third-party sale of our parent’s common stock at $16.50 per share. Neither our parent nor us has any class of equity securities registered pursuant to Section 12 of the Exchange Act.

Compensation of Directors

Members of the board of directors who are also our officers or employees do not receive compensation for their services as directors. Each non-employee director receives $3,500 for each regular or special board of directors meeting and $1,000 for each regular or special standing board of directors committee meeting not held in conjunction with a board of directors meeting. Effective June 26, 2003, each non-employee director also receives a $10,000 annual retainer, payable in quarterly installments. The chairperson of each standing board of directors committee receives an additional fee of $500 for each regular or special standing board of directors committee meeting attended as chairperson, whether or not such meeting was held in conjunction with a board of directors meeting. In addition, the chairperson of the Audit and Compliance Committee receives a $10,000 annual fee payable in quarterly installments.

Each non-employee director receives certain awards of non-qualified stock options under our parent’s 1999 Stock Option and Restricted Stock Purchase Plan (the “1999 Stock Plan”). Each new non-employee director receives options to purchase 10,000 shares of common stock. This award is made on the next business day following their first election to the board of directors. On September 24, 2002, each non-employee director received an initial grant of 10,000 non-qualified stock options to purchase shares of our parent’s common stock at an exercise price of $16.50 per share. Each non-employee director also receives options to purchase 4,000 shares of common stock annually. This award is made on the next business day following each annual meeting of Concentra Inc. Each such non-employee director stock option has an exercise price equal to 100% of fair market value on the date of award and expires on the earlier of 10 years from the date of award or one year after the holder ceases to serve on the board of directors. All such stock option grants to non-employee directors are immediately exercisable.

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Other Compensation Arrangements

Employment Agreements

Each of the named executive officers has entered into an employment agreement with our parent. The employment agreements were entered into in August 1999 for Messrs. Thomas, Kiraly, Greenwood and Parr, and in August 2002 for Mr. Dunlap. The principal terms of these employment agreements are as follows:

• each agreement has a term of two years, subject to automatic renewal for additional one-year terms, unless terminated in accordance with the agreement’s terms;

• each agreement provides for compensation consisting of base salary, bonuses at the discretion of the board of directors of our parent and participation in any group health plan adopted by us for our employees;

• each agreement provides for a severance payment in the event of (1) termination by our parent without cause or (2) resignation by the employee for good reason, consisting of two years’ base salary for Mr. Thomas, 18 months’ base salary for Mr. Dunlap and one year’s base salary for Messrs. Greenwood, Kiraly and Parr; and

• effective January 1, 2003, annual base salaries under the employment agreements are as follows: $500,000 for Mr. Thomas, $500,000 for Mr. Dunlap, $295,000 for Mr. Greenwood, $320,000 for Mr. Kiraly and $278,500 for Mr. Parr.

Relocation Loan

In 2001 we loaned Mr. Comte $200,000 to assist him with the purchase of a home in connection with his relocation to Dallas, Texas. The loan does not bear interest and was secured by any bonus or incentive compensation payable to Mr. Comte by us and any gains he might realize on exercise of our parent’s stock options. The loan was due on December 31, 2002. In conjunction with Mr. Comte’s resignation in June 2002, the parties amended the loan to provide that we would cancel the loan over a period of three years contingent upon Mr. Comte performing certain continuing obligations for such three-year period.

Life Insurance

In the past, our parent has paid the premiums for second-to-die life insurance policies on the lives of Messrs. Thomas, Greenwood, Kiraly and Parr and their respective spouses in the following face amounts: Mr. Thomas, $2,000,000; Mr. Greenwood, $1,000,000; Mr. Kiraly, $1,000,000; and Mr. Parr, $1,000,000. These policies provide that, upon the death of both insureds under each second-to-die policy, our parent will receive an amount equal to the premiums it paid, with the remaining proceeds going to the second-to-die decedent’s estate. However, our parent has not paid these premiums since the enactment of the Sarbanes-Oxley Act of 2002 and will not participate in such arrangements in the future, except in compliance with this act.

Compensation Plans

1999 Stock Plan

General.    Our parent’s board of directors and stockholders approved our 1999 Stock Plan in August 1999 for the purpose of promoting the interests of our parent and its subsidiaries and the interests of our stockholders. The 1999 Stock Plan provides an opportunity for selected employees and officers of our parent and its subsidiaries and to other persons providing services to our parent and its subsidiaries to purchase our parent’s common stock. By encouraging such stock ownership, we seek to attract, retain and motivate such employees and other persons and to encourage such employees and other persons to devote their best efforts to our business and financial success. The following summary describes the principal features of the 1999 Stock Plan and is qualified in its entirety by reference to the specific provisions of the 1999 Stock Plan, which has been filed with the SEC.

Shares and Options Subject to Plan.    The 1999 Stock Plan provides for the grant of options or awards to purchase an aggregate 5,250,000 shares of common stock, in the form of incentive stock options intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, or IRC, nonqualified stock options or restricted stock awards. The 1999 Stock Plan includes provisions for adjustment of the number of shares of common stock available for grant of award thereunder and in the number of shares of common stock underlying outstanding options in the event of any stock splits, stock dividends or other relevant changes in the capitalization of our parent.

Eligibility.    Under the 1999 Stock Plan, employees, including officers, are eligible to receive grants of incentive stock options structured to qualify under Section 422 of the IRC, nonqualified stock options or restricted stock awards; neither of the two latter

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awards is intended to meet the requirements of IRC Section 422. Non-employee directors are eligible to receive only nonqualified stock options and restricted stock awards.

Administration.    Our Compensation Committee, which consists entirely of individuals who constitute “outside directors” for purposes of Section 162 of the IRC, administers the 1999 Stock Plan. Our Compensation Committee will designate the individuals to receive the awards, the nature of the awards, the number of shares subject to the awards and the terms and conditions of each award.

Terms of Options and Awards.    Each option or award granted under the 1999 Stock Plan is evidenced by a stock option or restricted stock award agreement.

The exercise price of incentive stock options may not be less than 100% of the fair market value of the shares of our parent’s common stock, as determined by our parent’s board of directors or its Compensation Committee, as the case may be, on the date that the option is granted. The exercise price of nonqualified stock options may not be less than 100% of the fair market value of the shares of our parent’s common stock on the date the option is granted. In addition, the aggregate fair market value of the shares of our parent’s common stock with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year may not exceed $100,000. In addition, no incentive stock option may be granted to an optionee who owns more than 10% of the total combined voting power of all classes of stock of our parent, unless the exercise price is at least 110% of the fair market value of the shares of our parent’s common stock and the exercise period does not exceed five years.

Restricted stock awards granted under the 1999 Stock Plan will be in such amounts and at such times as determined by the Compensation Committee. The purchase price, as well as the vesting provisions, of such awards shall be determined by the Compensation Committee and the purchase price may be equal to, less than or more than the fair market value of the shares of our parent’s common stock to be awarded.

Term of the 1999 Stock Plan.    The 1999 Stock Plan will continue in effect until August 17, 2009, unless terminated prior to such date by the board of directors of our parent.

Other Outstanding Options and Share Awards

In addition to the options and awards granted under the 1999 Stock Plan, our parent had, as of September 30, 2003, issued or assumed from its predecessors or acquired companies outstanding options to purchase an aggregate of 432,617 shares of common stock pursuant to separate agreements between our parent and the holders thereof.

The aggregate 4,743,090 options that were outstanding as of September 30, 2003, under the 1999 Stock Plan and all predecessor plans assumed from acquired companies, had a weighted average exercise price of approximately $16.75 per share, and remain subject to various vesting provisions.

Unexercised options and their exercise prices are subject to adjustment if there is a subdivision or consolidation of our parent’s common stock, the payment of a stock dividend or other increase or a decrease in the number of shares of our parent’s common stock outstanding. Our parent does not receive compensation for any such adjustments. In addition, the number and type of securities underlying an option are subject to adjustment if our parent is party to a merger or consolidation.

Certain Federal Income Tax Consequences of the 1999 Stock Plan

The tax consequences of incentive stock options, non-qualified stock options and restricted stock awards are complex. Therefore, the description of tax consequences set forth below is necessarily general in nature and does not purport to be complete. Moreover, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. Finally, the tax consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws.

Incentive stock options granted pursuant to the 1999 Stock Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the IRC. If an optionee does not dispose of the shares acquired pursuant to exercise of an incentive stock option within one year after the transfer of such shares to the optionee and within two years from grant of the option, such optionee will recognize no taxable income as a result of the grant or exercise of such option. However, for alternative minimum tax purposes the optionee will recognize as an item of tax preference the difference between the fair market value of the shares received upon exercise and the exercise price. Any gain or loss that is subsequently recognized upon a sale or exchange of the shares may be treated by the optionee as long-term capital gain or loss, as the case may be. Concentra Inc. will not be entitled to a deduction for federal income tax purposes with respect to the issuance of an incentive stock option, the transfer of shares upon exercise of the option or the ultimate disposition of such shares, provided that the holding period requirements are satisfied.

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If shares received upon exercise of an incentive stock option are disposed of prior to satisfaction of the holding period requirements, the optionee generally will recognize taxable ordinary income, in the year in which such disqualifying disposition occurs, in an amount equal to the lesser of (1) the excess of the fair market value of the shares on the date of exercise over the exercise price and (2) the gain recognized on such disposition. Such amount will ordinarily be deductible by our parent for federal income tax purposes in the same year, provided that our parent satisfies certain federal income tax information reporting requirements. In addition, the excess, if any, of the amount realized by the exercise of the incentive stock option will be treated as capital gain, long-term or short-term, depending on whether, after exercise of the option, the shares were held for more than one year.

Nonqualified stock options may be granted under the 1999 Stock Plan. An optionee generally will not recognize any taxable income upon grant of a nonqualified stock option. The optionee will recognize taxable ordinary income at the time of exercise of such option in an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price. Such amount will ordinarily be deductible by our parent in the same year, provided that our parent satisfies certain federal income tax information reporting requirements. Any gain or loss subsequently recognized by the optionee upon a sale or exchange of the shares will be capital gain or loss, long-term or short-term, depending on whether, after the exercise of the option, the shares were held for more than one year prior to such sale or exchange.

Restricted stock awards may also be granted under the 1999 Stock Plan. A recipient of a restricted stock award generally will not recognize taxable income upon the award of shares of such stock, unless he or she makes a timely election under Section 83(b) of the IRC. Such a recipient, however, would recognize taxable ordinary income and the holding period for such shares would commence at the time that such shares become vested, in an amount equal to the excess of the fair market value of the shares at the time over the purchase price paid for such shares, if any. If, on the other hand, the recipient makes a timely election under Section 83(b), he or she would recognize taxable ordinary income and the holding period for such shares would commence at the time of purchase or grant, in an amount equal to the excess of the fair market value of the shares at that time, determined without regard to any transfer restrictions imposed on the shares, vesting provisions or any restrictions imposed by the securities laws, over the purchase price paid for such shares, if any. In either case, our parent should be entitled to a deduction in an amount equal to the ordinary income recognized by the recipient in the same year that the recipient recognized such income, provided that it satisfies certain federal income tax information reporting requirements. Any gain or loss subsequently recognized by the recipient upon a sale or exchange of the shares will be recorded as capital gain or loss, long-term or short-term, depending on whether the shares were held for more than one year prior to such sale or exchange.

401(k) Plan

Our parent has a defined contribution plan that complies with Section 401(k) of the IRC. Substantially all employees of our parent and its subsidiaries, including certain officers and directors of our parent, are eligible to participate in the 401(k) plan once they have attained age 21 and completed 1,000 hours of service within a consecutive 12 month period of service. Generally, employees may contribute amounts up to a maximum of 25% of their pre-tax eligible compensation. Under the 401(k) plan, our parent has the option of matching a portion of the participants’ pretax contributions. For 2002 and 2001 we elected to match 25% of participants’ pretax contributions during the plan year, up to a maximum of 4% of each participant’s eligible compensation as defined in the 401(k) plan document, subject to a maximum of $30,000.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of our parent is composed of Messrs. Queally, Carlyle and Ferrer.

Mr. Carlyle, who served as the non-employee Chairman of our parent until August 1999, has served as a member of the Compensation Committee since December 1998.

Mr. Queally serves as the non-employee Chairman of our board of directors and that of our parent. Mr. Queally is a managing member, and Mr. Mackesy is a principal of the sole general partner, of WCAS. Because of these affiliations, Messrs. Queally and Mackesy may be deemed to have a material interest in the matters described under “Certain Relationships and Related Transactions—Equity Investor Agreements.”

Indemnification of Directors and Officers

Our parent has entered into agreements to indemnify its directors and executive officers. Under these agreements, our parent is obligated to indemnify our directors and officers to the fullest extent permitted under the Delaware General Corporate Law for expenses, including attorneys’ fees, judgments, fines and settlement amounts, incurred by them in any action or proceeding arising out of their services as a director or officer. We believe that these agreements are helpful in attracting and retaining qualified directors and officers.

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Committees of the Board

The board of directors of our parent has two standing committees, the Audit and Compliance Committee and the Compensation Committee. The members of the Audit and Compliance Committee are Messrs. Sabolik (Chairman), Carlyle, Mackesy and Nelson. The members of the Compensation Committee are Messrs. Queally (Chairman), Carlyle and Ferrer.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

All of our issued and outstanding capital stock is owned by our parent, Concentra Inc. As of September 30, 2003, our parent had 35,525,406 shares of common stock outstanding. The table below contains information regarding the beneficial ownership of our parent’s common stock as of September 30, 2003, by:

• each stockholder who owns beneficially 5% or more of our parent’s common stock;

• each director of our parent;

• each named executive officer; and

• all directors and executive officers as a group.

We have determined beneficial ownership according to the rules of the SEC. Unless otherwise noted in the footnotes to this table, each of the stockholders named in this table has sole voting and investment power with respect to our parent’s common shares shown as beneficially owned, subject to applicable community property laws. The number of shares beneficially owned by a person includes shares of common stock that are subject to stock options or warrants that are either currently exercisable or exercisable within 60 days after September 30, 2003. These shares are also deemed outstanding for the purpose of computing the percentage of outstanding shares owned by the person. These shares are not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, all stockholders set forth below have the same principal business address as us.

Name	Beneficial Shares	Ownership Percent
Welsh, Carson, Anderson & Stowe VIII, L.P. (1) 320 Park Avenue, Suite 2500 New York, NY 10022	24,608,653	64.90	%
FFC Partners I, L.P. (2) c/o Ferrer Freeman and Company, LLC The Mill 10 Glenville Street Greenwich, CT 06831	2,283,381	6.02
Paul B. Queally (3) c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, NY 10022	23,836,949	62.86
Carlos A. Ferrer (4) c/o Ferrer Freeman and Company, LLC The Mill 10 Glenville Street Greenwich, CT 06831	2,283,381	6.02
D. Scott Mackesy (5) c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, NY 10022	23,823,386	62.83
John K. Carlyle (6)	58,466	*
Richard J. Sabolik (7)	10,000	*
Daniel J. Thomas (8)	277,850	*
Thomas E. Kiraly (9)	93,973	*
James M. Greenwood (10)	145,130	*
Richard A. Parr II (11)	45,347	*
Steven E. Nelson (12)	82,591	*
All directors and executive officers as a group (10 individuals)	26,853,781	70.83

* Less than 1%.

(1) Includes 1,168,307 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days and 20,000 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days. Certain of the shares reflected as owned by WCAS are owned of record by Welsh, Carson, Anderson & Stowe VI, L.P. (1,729,712), WCAS Healthcare Partners, L.P. (118,410), WCAS Capital Partners III, L.P. (619,356) and WCAS Management Corp. (256). An aggregate of 810,064 shares reflected as owned by WCAS are owned beneficially and of record by certain individuals, including Messrs. Mackesy and Queally, who are members of the limited

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liability company that serves as its sole general partner, or who are employed by its investment adviser. Except for 38,961 shares held by Mr. Queally and 24,797 shares held by Mr. Mackesy, such individuals disclaim beneficial ownership of such shares.

(2) Includes 60,560 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days and 10,000 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days. Certain of the shares reflected as owned by FFC Partners I, L.P. are owned beneficially and of record by FFC Partners II, L.P. (236,003) and FFC Executive Partners L.P. (2,526). Carlos A. Ferrer and David A. Freeman are the only members of the limited liability company that serves as the sole general partner of FFC Partners I, L.P., FFC Partners II, L.P. and FFC Executive Partners, L.P. These individuals may be deemed to share beneficial ownership of the shares owned of record by these entities. Except for 10,000 shares, Mr. Ferrer disclaims beneficial ownership of any such shares.

(3) Includes 1,143,268 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days and 10,000 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days. Certain of the shares reflected as owned by Mr. Queally are owned of record by WCAS (21,330,855), Welsh, Carson, Anderson & Stowe VI, L.P. (1,729,712), WCAS Healthcare Partners, L.P. (118,410), WCAS Capital Partners III, L.P. (619,356) and WCAS Management Corp. (256). Except for 10,000 shares, Mr. Queally disclaims beneficial ownership of such shares.

(4) Includes 60,560 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days and 10,000 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days. The shares reflected as owned by Mr. Ferrer are owned of record by FFC Executive Partners I, L.P. (2,034,852), FFC Partners II, L.P. (236,003) and FFC Executive Partners II, L.P. (2,526). Except for 10,000 shares, Mr. Ferrer disclaims beneficial ownership of such shares.

(5) Includes 1,142,734 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days and 10,000 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days. Certain of the shares reflected as owned by Mr. Mackesy are owned of record by WCAS (21,330,855), Welsh, Carson, Anderson & Stowe VI, L.P. (1,729,712), WCAS Healthcare Partners, L.P. (118,410), WCAS Capital Partners III, L.P. (619,356) and WCAS Management Corp. (256). Except for 10,000 shares, Mr. Mackesy disclaims beneficial ownership of such shares.

(6) Includes 50,000 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days.

(7) Includes 10,000 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days.

(8) Includes 3,082 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days, and 257,134 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days.

(9) Includes 585 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days, and 91,667 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days.

(10) Includes 134,334 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days.

(11) Includes 1,264 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days, and 39,034 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days.

(12) Includes 3,082 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days, and 12,500 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Equity Investor Agreements

Stockholders Agreement

Our parent, WCAS, investors affiliated with WCAS, which we refer to as the “WCAS Investors,” certain management investors (including certain executive officers of our parent and us) and FFC are parties to a stockholders agreement. The stockholders agreement provides:

• for limitations on the transfer of shares owned by the investors;

• for tag-along rights for FFC, the management investors and the WCAS Investors, other than WCAS, to participate in proposed dispositions of our parent’s common stock by WCAS;

• that in the event that WCAS receives a third-party offer to purchase a significant portion of our outstanding common stock, WCAS may require FFC, the WCAS Investors and the management investors to accept the offer and sell their shares of our parent to the third party; and

• for preemptive rights to the investors to participate, on a pro rata basis according to their ownership of our parent’s capital stock, in equity offerings of our parent with certain customary exceptions.

The stockholders agreement does not provide for any agreements among the WCAS Investors, the management investors and FFC with respect to voting of shares or management of our parent.

Registration Rights Agreement

At the same time they entered into the stockholders agreement, our parent, the WCAS Investors, the management investors and FFC also entered into a registration rights agreement. The registration rights agreement gives investors certain rights to require our parent to register their shares of our parent’s capital stock under the Securities Act and, upon request, to include their shares in any other registration of shares by our parent.

Class A Common Stock

Certain shares of our parent’s common stock held by FFC are designated Class A common stock. The Amended and Restated Certificate of Incorporation of our parent provides that the Class A common stock is identical in all respects to the rest of our parent’s common stock, except that, so long as any Class A common stock is outstanding, the holders of Class A common stock, voting as a class, have the right to elect one member of our parent’s board of directors. These holders have elected Carlos A. Ferrer as a member of our parent’s board of directors. All shares of Class A common stock automatically convert into shares of common stock upon the occurrence of certain events, including the completion of a firm commitment underwritten public offering of the common stock of Concentra Inc. resulting in gross proceeds to our parent of at least $30,000,000.

Concentra Inc. Debt and Equity Instruments

Before consummation of the Transactions, WCAS Capital Partners III, L.P., an investment partnership affiliated with WCAS, owned $22.3 million in accreted value at maturity of 14% senior discount debentures of our parent. WCAS currently holds warrants to acquire 619,356 shares of our parent’s common stock. Messrs. Queally and Mackesy, who are members of WCAS, may be deemed to control WCAS Capital Partners III, L.P. Concurrently with the closing of the Transactions, our parent redeemed all of the outstanding 14% senior discount debentures and WCAS Capital Partners III, L.P. received $20.5 million of redemption proceeds for its 14% senior discount debentures.

In November 2002, in connection with our parent’s $25.0 million equity financing, WCAS, Welsh, Carson, Anderson & Stowe VI, L.P., WCAS Management Corp., entities affiliated with WCAS and a number of individuals affiliated with WCAS (excluding Messrs. Queally and Mackesy, whose personal acquisitions are discussed below) purchased a total of 1,386,812 shares of our parent’s common stock at a price of $16.50 per share for an aggregate purchase price of $22,882,398. Messrs. Queally and Mackesy, who are members of WCAS, may be deemed to control the WCAS entities participating in this purchase.

In November 2002, in connection with our parent’s $25.0 million equity financing, the following directors of our parent and us purchased shares of our parent’s common stock as follows: Mr. Queally, 5,773 shares for an aggregate purchase price of $27,505.50;

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Mr. Mackesy, 852 shares for an aggregate purchase price of $14,058; and Mr. Nelson, 1,305 shares for an aggregate purchase price of $21,532.50.

In December 2002, in connection with our acquisition of Em3, WCAS and WCAS Healthcare Partners, L.P., an entity affiliated with WCAS, as well as a number of individuals affiliated with WCAS (excluding Messrs. Queally and Mackesy, whose personal acquisitions are discussed below), acquired a total of 1,207,529 shares of our parent’s common stock in exchange for their Series A Preferred shares of Em3, valued at $16.50 per share, for an aggregate value of $19,924,228. Also in December 2002, in connection with the acquisition of OccMed by us, WCAS and WCAS Healthcare Partners, L.P., an entity affiliated with WCAS, as well as a number of individuals affiliated with WCAS (excluding Messrs. Queally and Mackesy, whose personal acquisitions are discussed below), acquired a total of 537,832 shares of our parent’s common stock in exchange for their common shares of OccMed, valued at $16.50 per share, for an aggregate value of $8,874,228. Messrs. Queally and Mackesy, who are members of WCAS, may be deemed to control the WCAS entities participating in these conversions.

In December 2002, in connection with our acquisition of Em3, FFC Partners I, L.P. and FFC Executive Partners I, L.P., entities affiliated with FFC, acquired a total of 121,559 shares of our parent’s common stock in exchange for their Series A Preferred shares of Em3, valued at $16.50 per share, for an aggregate value of $2,005,723.50. Also in December 2002, in connection with the acquisition of OccMed by us, FFC Partners I, L.P. and FFC Executive Partners I, L.P., entities affiliated with FFC, acquired a total of 58,748 shares of our parent’s common stock in exchange for their common shares of OccMed, valued at $16.50 per share, for an aggregate value of $969,342. Mr. Ferrer, who is a member of FFC, may be deemed to control the FFC entities participating in these conversions.

In December 2002, in connection with our acquisition of Em3, the following directors and executive officers of our parent and us acquired shares of our parent’s common stock valued at $16.50 per share in exchange for their Series A Preferred shares of Em3 Corporation, as follows: Mr. Queally, 1,498 shares for an aggregate value of $24,717; Mr. Mackesy, 768 shares for an aggregate value of $12,672; Mr. Carlyle, 8,466 shares for an aggregate value of $139,689; Mr. Thomas, 8,568 shares for an aggregate value of $141,372; Mr. Greenwood, 10,796 shares for an aggregate value of $178,134; and Mr. Parr, 1,336 shares for an aggregate value of $22,044. Also in December 2002, in connection with the acquisition of OccMed Systems, Inc. by us, the following directors and executive officers of our parent and us acquired shares of our parent’s common stock valued at $16.50 per share in exchange for their common shares of OccMed, as follows: Mr. Queally, 667 shares for an aggregate value of $11,005.50; and Mr. Mackesy, 342 shares for an aggregate value of $5,643.

In January 2002, Mr. Nelson acquired an aggregate of 10,000 shares of our parent’s common stock pursuant to exercises of stock options at an average exercise price of $10.17 per share, for an aggregate purchase price of $101,700.

WCAS and WCAS Capital Partners III, L.P. currently guarantee the obligations of our parent under its bridge loan agreement. See “Description of Other Indebtedness—Concentra Inc.’s Bridge Loan Agreement.”

Other Related-Party Transactions

Agreements with the Physician Groups

W. Tom Fogarty, M.D., Senior Vice President and Chief Medical Officer of our parent and us, is the President, a director and a shareholder of Occupational Health Centers of the Southwest, P.A. (“OHCSW”), the largest of our affiliated physician groups, and a shareholder, officer and/or director of several other physician groups affiliated with us. We have entered into a 40-year management agreement with each of the physician groups. OHCSW paid approximately $178.7 million in management fees to one of our subsidiaries in 2002 under its management agreement with that subsidiary, and together our subsidiaries received an aggregate amount of $396.3 million in management fees from our affiliated physician groups. Dr. Fogarty receives no remuneration from any of the physician groups for serving as an officer or director.

Agreements With and Indebtedness of Certain Directors and Executive Officers

Certain executive officers and directors participated in our Officer Loan Program until October 2002, when they voluntarily terminated their participation in the program in response to the prohibition on corporate loans to directors and executive officers under the Sarbanes-Oxley Act of 2002. Although such individuals’ continued participation in the Officer Loan Program would have been permissible under the Sarbanes-Oxley Act of 2002 by virtue of having commenced prior to its enactment, they voluntarily terminated their participation in furtherance of, and in support of, the purposes underlying Congressional enactment of such Act.

Under this program, we made the following loans to finance the purchase of shares of our parent’s common stock at a purchase price of $16.50 per share (in each case, representing fair market value on the date of the purchase): the executive officers, including Mr. Thomas, $400,000 and 24,242 shares; Mr. Comte, $200,000 and 12,121 shares; Mr. Kiraly, $300,000 and 18,182 shares; and Mr.

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Parr $400,000 and 24,242 shares; and one director, Mr. Nelson, $200,000 and 12,121 shares. Each loan bore interest at the Applicable Federal Rate published by the Internal Revenue Service.

Mr. Comte’s participation in this program terminated upon his departure in June 2002. The shares pledged to secure repayment of Mr. Comte’s loan were canceled in payment of the outstanding principal balance of his loan, and we paid Mr. Comte $10,000 related to his termination in the program. Upon the voluntary termination of participation in this program by Messrs. Thomas, Kiraly, Parr and Nelson, the shares pledged to secure repayment of each loan were canceled in payment of, and were sufficient in value to repay, the outstanding principal balances of their respective loans.

Acquisition of Em3 Corporation

In December 2002, in a transaction valued at $30.7 million (consisting of $30.1 million in our parent’s common stock and assumption of $0.6 million in indebtedness owed to WCAS), we acquired Em3, a provider of information technology and a software-based system for the management of work-related injuries. Prior to the acquisition, we performed certain administrative services for Em3, including sub-contracting employees to Em3 Corporation and providing office space, access to certain of our software and systems and related administrative services. During the eleven-month period ending November 30, 2002, Em3 Corporation paid us $2.8 million for the administrative services and reimbursable expenses we provided.

The stockholders of Em3 were primarily the same as our parent’s principal stockholders. The percentage of total Em3 share ownership by our principal stockholders and by our directors and executive officers prior to the acquisition was as follows: WCAS-affiliated entities and individuals as a group, 66.24%; FFC entities, 6.65%; Mr. Queally, 0.08%; Mr. Mackesy, 0.04%; Mr. Carlyle, 0.46%; Mr. Thomas, 0.47%; Mr. Greenwood, 0.59%; and Mr. Parr, 0.07%. Messrs. Greenwood, Carlyle, Queally, Mackesy and Ferrer served on Em3’s board of directors.

Acquisition of OccMed Systems, Inc.

In December 2002, in a transaction valued at approximately $16.6 million (consisting of $12.8 million in our parent’s common stock, assumption of $1.0 million in indebtedness owed to WCAS and assumption of $2.8 million in other indebtedness), we acquired the assets of OccMed, a company engaged in developing new, free-standing primary care occupational healthcare centers. Prior to the acquisition, we were party to a management and administrative services agreement with OccMed and performed management services for the development and construction of OccMed’s occupational healthcare centers, sub-contracted employees to OccMed, recruited, hired and trained employees for its occupational healthcare centers and provided accounting, billing and collection services for its occupational healthcare centers.

The stockholders of OccMed were primarily the same as our parent’s principal stockholders and included certain of our directors. The percentage of total OccMed share ownership by our principal stockholders and by our directors prior to the acquisition was as follows: WCAS-affiliated entities and individuals as a group, 69.4%; FFC entities, 7.56%; Mr. Queally, 0.09%; and Mr. Mackesy, 0.04%. Messrs. Queally, Mackesy and Ferrer served on the OccMed board of directors.

Acquisition of National Healthcare Resources, Inc.

In November 2001, in a transaction valued at $141.8 million (consisting of $83.0 million of our parent’s common stock, $1.0 million in cash and the assumption of $57.8 million in NHR indebtedness), we acquired NHR, a provider of care management and network services to the workers’ compensation and auto insurance industries on a national level. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Acquisitions.” Mr. Mackesy served on NHR’s board of directors.

Before the acquisition, entities and individuals affiliated with WCAS owned approximately 48% of NHR. In the transaction, entities and individuals affiliated with WCAS as a group received 1,740,803 shares of our parent’s common stock, representing 5.5% of the total amount of our parent’s common stock then outstanding.

Acquisition of HealthNetwork Systems LLC/Joint Marketing Agreement

In November 2001, in a transaction valued at approximately $30.9 million, we acquired HNS, a provider of network services such as provider bill repricing and provider data management for health plans and other payors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Acquisitions.” Mr. Nelson, one of our directors, was the President and Chief Executive Officer of HNS.

Messrs. Nelson, Queally and Mackesy, each of whom is one of our directors, and Mr. Thomas, one of our directors and executive officers, owned equity interests in HNS. For each, the percentage of total HNS equity ownership and the amount received in the transaction were as follows: Mr. Nelson, 19.84% and $5,389,750 (plus repayment of debt in the amount of $230,447); Mr. Thomas, 1.97% and $603,146; Mr. Queally, 0.55% and $169,419; and Mr. Mackesy, 0.53% and $162,747.

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DESCRIPTION OF OTHER INDEBTEDNESS

Credit Facilities

On August 13, 2003, as part of the August 2003 Refinancing Transactions, we entered into a credit agreement with Concentra Inc., our parent, certain lenders, JPMorgan Chase Bank as the administrative agent, Deutsche Banc Alex Brown, as the documentation agent, and Citicorp North America, Inc. and Credit Suisse First Boston as the co-syndication agents, providing for a total of $435.0 million in loans. The following sets forth a description of the key terms of our credit facilities.

Loans and Interest Rates.    The credit facilities consist of (1) a $100.0 million revolving loan facility, of which $35.0 million is available in the form of letters of credit, and (2) a $335.0 million term loan facility. Borrowings under the revolving loan facility and term loan facility bear interest, at our option, at either (1) the alternate base rate plus a margin initially equal to 2.25% for the loans under the revolving loan facility and 2.75% for the term loan facility or (2) the reserve-adjusted Eurodollar rate plus a margin initially equal to 3.25% for the loans under the revolving loan facility and 3.75% for the term loan facility. The margins for borrowings under the revolving loan facility are subject to reduction based on changes in our leverage ratios and certain other performance criteria. The default rate of interest under the credit agreement is 2.0% above the otherwise applicable rate.

Maturity and Amortization.    Loans under the revolving loan facility are available on a revolving basis through August 13, 2008. Loans under the term loan facility are payable in quarterly installments of $837,500 for the first five years of the facility, with the balance due in the final year of the facility.

Availability and Use of Proceeds.    Loans under the term loan facility were combined with proceeds of the other August 2003 Refinancing Transactions to repay all outstanding amounts under our previous credit facility, to make payments in connection with the termination of interest rate hedging arrangements that we were a party to, to make a loan to Concentra Inc., our parent, to enable it to redeem a portion of its 14% senior discount debentures and to pay related fees and expenses. The revolving loan facility is available to us for general corporate purposes.

Security.    The credit facilities are secured by a first-priority lien on (1) 100% of the issued and outstanding capital stock of our company held by Concentra Inc., our parent, (2) 100% of the issued and outstanding capital stock of our direct and indirect, wholly-owned domestic subsidiaries, other than certain permitted joint ventures, (3) 65% of the issued and outstanding capital stock of any future foreign subsidiaries and (4) all of our other present and future assets and properties and the present and future assets and properties of our subsidiaries, other than certain permitted joint ventures.

Guarantors.    The credit facilities are guaranteed by our parent and each of our current and future, direct and indirect, wholly-owned domestic subsidiaries.

Prepayments.    The credit agreement provides for mandatory repayments, subject to stated exceptions, of the term loan facility and commitment reductions in the revolving loan facility, based on certain net asset sales outside the ordinary course of business, from the net proceeds of specified debt and equity issuances and from excess cash flow. Outstanding loans under the credit facilities may be prepaid voluntarily, except that we will bear any Eurodollar rate breakage costs and must pay a prepayment premium of 1% the amount of any term loans prepaid during the first year the loans are outstanding.

Conditions.    The obligations of the lenders to make loans under the credit agreement are subject to the satisfaction of certain conditions precedent customary for financings of this type.

Affirmative Covenants.    The credit agreement contains affirmative covenants customary for financings of this type.

Negative Covenants.    The credit agreement contains negative covenants that limit our ability and the ability of our subsidiaries to, among other things:

• incur additional indebtedness or contingent obligations, issue guarantees or enter into operating leases;

• grant liens or negative pledges;

• make fundamental changes in our business, corporate structure or capital structure, including, among other things, entering into any merger, consolidation or amalgamation, or liquidating, winding up or dissolving;

• sell assets;

• make specified restricted payments;

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• make capital expenditures;

• make investments, including the advancing of loans or extensions of credit, enter into joint ventures or make acquisitions of assets constituting a business unit or the capital stock of another entity;

• prepay, redeem or repurchase subordinated indebtedness, including the Notes, or amend documents relating to other existing indebtedness, including the Notes, or amend documents relating to other existing indebtedness or other material documents; and

• enter into transactions with affiliates.

The negative covenants also include financial covenants that require us to maintain certain financial ratios.

We entered into an amendment of the credit agreement that amends negative covenants that would otherwise have prohibited the Transactions.

Events of Default.    The credit agreement also contains events of default that are customary for financings of this type, including, without limitation, and subject to certain exceptions, those related to:

• default in payment of principal and interest;

• materially incorrect representations or warranties;

• default in observance or performance of any of the affirmative or negative covenants included in the credit agreement or related security documents;

• cross-default in the payment of other indebtedness of more than $10.0 million;

• specified events of bankruptcy;

• specified ERISA events;

• specified judgments or decrees involving more than $5.0 million;

• failure of the applicable credit facility documents or any material provisions thereof, the guarantees, security documents or any related documents to be enforceable and in full force and effect;

• certain change of control events;

• conduct of our parent’s business; and

• failure of the subordination of the notes and the subsidiary guarantees to the right of payment of the lenders under the credit agreement to be valid.

Our 13% Senior Subordinated Notes due 2009

In August 1999, we issued $190.0 million in principal amount of 13% senior subordinated notes, of which approximately $142.5 million in principal amount was outstanding as of September 30, 2003. The 13% senior subordinated notes mature on August 15, 2009, with interest payable semi-annually in arrears on each February 15 and August 15. The 13% senior subordinated notes are senior or pari passu in right of payment to all of our existing and future subordinated indebtedness and are pari passi in right of payment to the new notes offered hereby. The 13% senior subordinated notes are unconditionally guaranteed on a senior subordinated basis by all of our restricted subsidiaries, other than our joint ventures. The payment of principal of, premium, if any, and interest on the 13% senior subordinated notes is subordinated to the prior payment in full of all our senior indebtedness.

We have the option to redeem the outstanding 13% senior subordinated notes on or after August 15, 2004 at a price equal to 106.5% of the principal amount of the notes, plus accrued and unpaid interest to the redemption date. This redemption premium will decrease annually to 100% of the principal amount beginning on August 15, 2008. Holders of the 13% senior subordinated notes may require us to redeem all or a part of the 13% senior subordinated notes upon a change of control of us at a price equal to 101% of the principal amount of the 13% senior subordinated notes repurchased, plus accrued and unpaid interest on these notes. In addition, any

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asset sales by us or our restricted subsidiaries must meet certain requirements and, when the aggregate amount of excess proceeds from asset sales exceeds $15.0 million, we must offer to repurchase outstanding 13% senior subordinated notes using our excess proceeds before offering to purchase the notes. See “Description of the New Notes—Asset Sales.”

The indenture governing the 13% senior subordinated notes contains covenants that restrict, among other things, our and our restricted subsidiaries’ ability to:

• incur additional indebtedness or issue preferred stock;

• make restricted payments;

• create or permit to exist certain liens on assets;

• create or permit to exist consensual restrictions on our or our restricted subsidiaries’ ability to make certain distributions or other payments to us or our restricted subsidiaries;

• merge, consolidate or sell assets;

• enter into transactions with our affiliates;

• incur debt that is senior in right of payment to the 13% senior subordinated notes and junior in right of payment to any senior debt;

• enter into sale and leaseback transactions; and

• issue equity interests in our restricted subsidiaries.

The indenture governing the 13% senior subordinated notes provides that, in order to enter into certain types of transactions, including the incurrence of indebtedness, the making of restricted payments and the consummation of mergers and consolidations, our Fixed Charge Coverage Ratio (as defined in the indenture) must be at least 2.50 to 1. In addition, it contains events of default that are customary for this type of security.

Our 9½% Senior Subordinated Notes due 2010

On August 13, 2003, we completed the private placement of $150.0 million of the initial notes as part of the August 2003 Refinancing Transactions. On October 14, 2003, we exchanged the initial notes for the initial exchange notes. On November 20, 2003, we completed the private placement of $30.0 million of the old notes. The initial exchange notes, the old notes and the new notes constitute a single class of debt securities. See “Description of the New Notes.”

Concentra Inc.’s 14% Senior Discount Debentures due 2011

In August 1999, Concentra Inc., our parent, issued 14% senior discount debentures for an aggregate initial offering price of $110.0 million. In connection with the issuance of the initial notes, we transferred $141.2 million to our parent to enable it to redeem a portion of the 14% senior discount debentures. As part of the Transactions, we transferred approximately $52.8 million to our parent to redeem all of the outstanding 14% senior discount debentures.

Concentra Inc.’s Bridge Loan Agreement

On June 25, 2002, Concentra Inc., our parent, entered into a bridge loan agreement providing for $55.0 million in bridge loans. The bridge loan agreement required our parent to repay the entire unpaid principal amount of the bridge loans within two years of the date these bridge loans were made. In connection with the offering of the old notes, we amended the bridge loan agreement to extend the maturity of the bridge loans through March 31, 2005.

The bridge loans bear interest at a rate per annum equal to, at our parent’s option, either the defined base rate or the defined Eurodollar rate, in each case plus the following applicable margins:

• 0.50% per annum, in the case of base rate loans; and

• 1.50% per annum, in the case of Eurodollar rate loans.

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Interest under the bridge loan agreement is due and payable (1) on the first day of each fiscal quarter, in the case of base rate loans, or (2) at the end of the applicable interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period, in the case of Eurodollar rate loans.

Our parent is required to prepay the bridge loans with:

• 100% of the net proceeds of any sale or issuance of equity after the closing date of the bridge loan agreement by our parent, us or any of its other subsidiaries, subject to limited exceptions; and

• 100% of the net proceeds of any incurrence of indebtedness after the closing date of the bridge loan agreement by our parent, us or any of its other subsidiaries, subject to limited exceptions.

Our parent may, at its option, prepay the bridge loans without premium or penalty, subject to reimbursement of the bridge loan lenders’ breakage costs in the case of prepayment of Eurodollar rate loans.

The repayment of up to $68,000,000 of our parent’s obligations under the bridge loan agreement is guaranteed by Welsh, Carson, Anderson & Stowe VIII, L.P. and WCAS Capital Partners III, L.P.

The bridge loan agreement contains customary restrictions on the activities of our parent and any of its subsidiaries, including restrictions on repayments of debt under the indentures governing the notes and our 13% senior subordinated notes and the credit agreement, subject to certain exceptions. Our parent obtained a waiver of certain of these restrictions that would have prohibited some of the Transactions, including our parent’s obligation to cause us to use 100% of the net proceeds of the offering of the old notes to repay the bridge loans. The Bridge Loan Agreement also contains customary events of default.

The outstanding principal amount of the bridge loans as of September 30, 2003 was $55.0 million, and accrued but unpaid interest on the bridge loans was approximately $1.8 million.

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DESCRIPTION OF THE NEW NOTES

The form and terms of the new notes are the same as the form and terms of the old notes, except that the new notes, like the initial exchange notes, have been registered under the Securities Act, will not bear legends restricting the transfer thereof, will not be entitled to registration rights under the Registration Rights Agreement, and will not contain provisions relating to additional interest. You can find the definitions of certain terms used in this description under the caption “—Certain Definitions.” In this description, the word “Company” refers only to Concentra Operating Corporation, a Nevada corporation, and not to any of its Subsidiaries.

The Company issued the old notes as additional securities under the indenture dated August 13, 2003 (the “Indenture”), among itself, the Guarantors and The Bank of New York, as trustee (the “Trustee”), in a private transaction that was not subject to the registration requirements of the Securities Act. On August 13, 2003, we issued $150.0 million aggregate principal amount of the initial notes under the Indenture. On October 14, 2003, we exchanged the initial notes for $150.0 million aggregate principal amount of the initial exchange notes with substantially identical terms that were registered under the Securities Act and are freely tradable. The initial exchange notes, the old notes, the new notes and any additional notes issued from time to time in accordance with the terms of the indenture will constitute a single class of debt securities under the indenture and are referred to in this section as the “notes.” The old notes represent approximately 16.7% of all the notes issued under the Indenture as of the date of closing of this offering. The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

If the exchange offer is consummated, holders of old notes who do not exchange new notes for their old notes will vote together with holders of the initial exchange notes and the new notes and, if applicable, any holders of additional notes for all relevant purposes under the indenture. Accordingly, in determining whether the required holders have given any notice, consent or waiver or taken any other action permitted under the indenture, any old notes that remain outstanding after the exchange offer will be aggregated with the initial exchange notes and the new notes and, if applicable, any additional notes, and the holders of the initial exchange notes, the old notes, the new notes and the additional notes will vote together as a single class. All references in this prospectus to specified percentages in aggregate principal amount of the notes that are outstanding means, at any time after the exchange offer is consummated, the percentage in aggregate principal amount of the initial exchange notes, the old notes, the new notes and the additional notes then outstanding.

The following description is a summary of the material provisions of the Indenture. It does not restate that agreement in its entirety. We urge you to read the Indenture and the Registration Rights Agreement because they, and not this description, define your rights as holders of these notes. Copies of the Indenture and Registration Rights Agreement are available as set forth below under the caption “—Additional Information.”

Brief Description of the Notes and the Subsidiary Guarantees

The Notes

The notes:

• are general unsecured obligations of the Company;

• are subordinated in right of payment to all existing and future Senior Indebtedness of the Company;

• are pari passu in right of payment to the Company’s existing 13% Senior Subordinated Notes;

• are senior or pari passu in right of payment to all existing and future subordinated Indebtedness of the Company; and

• are unconditionally guaranteed by the Guarantors.

The Subsidiary Guarantees

These notes are jointly and severally guaranteed by each Restricted Subsidiary of the Company, except the Permitted Joint Ventures.

The Subsidiary Guarantees of these notes:

• are general unsecured obligations of each Guarantor;

• are subordinated in right of payment to all existing and future Senior Indebtedness of each Guarantor;

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• are pari passu in right of payment to the Guarantees of the Company’s 13% Senior Subordinated Notes; and

• are senior or pari passu in right of payment to all existing and future subordinated Indebtedness of each Guarantor.

As of September 30, 2003, after giving pro forma effect to the offering of the old notes and the application of the net proceeds thereof, the Company and the Guarantors would have had total Senior Indebtedness of approximately $335.7 million. As indicated above and as discussed in detail below under the caption “—Subordination,” payments on the notes and under the Subsidiary Guarantees will be subordinated to the payment of Senior Indebtedness. The Indenture permits us and the Guarantors to incur additional Senior Indebtedness.

As of the Issue Date, all of our Subsidiaries were “Restricted Subsidiaries.” However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we are permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture. Unrestricted Subsidiaries will not guarantee the notes. In addition, Foreign Restricted Subsidiaries, Permitted Joint Ventures and Receivables Entities will not guarantee the notes unless and until they guarantee other Indebtedness of the Company or certain other Subsidiaries. See “—Additional Guarantees.”

Principal, Maturity and Interest

The Company issued initial notes on August 13, 2003, in the aggregate principal amount of $150.0 million and on October 14, 2003, exchanged the initial notes for an aggregate principal amount of $150.0 million of the initial exchange notes. The Company issued the old notes on November 20, 2003 in the aggregate principal amount of $30.0 million. The notes will mature on August 15, 2010. The Company will issue the new notes in denominations of $1,000 and integral multiples of $1,000. Additional notes (“Additional Notes”) may be issued from time to time after the Offering in an unlimited amount, subject to the provisions of the Indenture described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Indenture and the “Description of the New Notes,” references to the notes include any Additional Notes actually issued.

The notes will bear interest at the rate of 9½%per annum and interest will be payable in cash semi-annually in arrears on February 15 and August 15, commencing on February 15, 2004. The Company will make each interest payment to the holders of record on the immediately preceding February 1 and August 1.

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder has given wire transfer instructions to the Company, the Company will make all principal, premium and interest payments on the holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the holders at their address set forth in the register of holders.

Paying Agents and Registrar for the Notes

The Trustee will initially act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the holders of the notes, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the Indenture. The Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any note selected for redemption. Also, the Company is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

The registered holder of a note will be treated as its owner for all purposes.

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Subordination

The payment of principal of, premium, if any, and interest on the notes will be subordinated to the prior payment in full of all Senior Indebtedness of the Company.

The holders of Senior Indebtedness will be entitled to receive payment in full in cash of all amounts due or to become due in respect of Senior Indebtedness before the holders of notes will be entitled to receive any payment with respect to the notes (except that holders of notes may receive Reorganization Securities and payments made from the trust described under the caption “—Legal Defeasance and Covenant Defeasance”) in the event of any distribution to creditors of the Company in any Insolvency or Liquidation Proceeding with respect to the Company. Upon any such Insolvency or Liquidation Proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than Reorganization Securities), to which the holders of the notes or the Trustee would be entitled will be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the holders of the notes or by the Trustee if received by them, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the amounts of Senior Indebtedness held by such holders) or their Representative or Representatives, as their interests may appear, for application to the payment of the Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Indebtedness.

The Company also may not make any payment in respect of the notes (except in Reorganization Securities) if:

• a payment default on Designated Senior Indebtedness occurs and is continuing; or

• any other default occurs and is continuing on Designated Senior Indebtedness that permits holders of the Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Credit Agent or the holders or the Representative of any Designated Senior Indebtedness.

Payments on the notes may and shall be resumed:

• in the case of a payment default, upon the date on which such default is cured or waived; and

• in case of a nonpayment default, the earlier of

(1) the date on which such nonpayment default is cured or waived;

(2) 179 days after the date on which the applicable Payment Blockage Notice is received; or

(3) the date on which the Trustee receives written notice from the Credit Agent or the Representative for such Designated Senior Indebtedness, as the case may be, rescinding the applicable Payment Blockage Notice, unless the maturity of any Designated Senior Indebtedness has been accelerated.

No new Payment Blockage Notice may be delivered unless and until 181 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice.

No event of default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of the Company, holders of the notes may recover less ratably than creditors of the Company who are holders of Senior Indebtedness. See “Risk Factors—Risks Relating to the Exchange Offer and the Notes—Your right to receive payments on the notes is junior to most of our existing indebtedness and possibly most of our future borrowings. Further, the subsidiary guarantees will be junior to most of the subsidiary guarantors’ existing indebtedness and possibly to all of their future borrowings. Additionally, claims of creditors of our non-guarantor subsidiaries will generally have priority with respect to the assets and earnings of those subsidiaries over claims of holders of the notes.” The Company and its Restricted Subsidiaries will be subject to certain financial tests limiting the amount of additional Indebtedness, including Senior Indebtedness, that the Company and its Restricted Subsidiaries can incur. See “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

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Subsidiary Guarantees

Each of the Company’s Domestic Restricted Subsidiaries (other than Permitted Joint Ventures and Receivables Entities) will jointly and severally guarantee, on a senior subordinated basis, the Company’s obligations under the notes. Each Subsidiary Guarantee will be subordinated to the prior payment in full of all Senior Indebtedness of that Guarantor. As of the Issue Date, each of our subsidiaries that guarantees our existing 13% Senior Subordinated Notes will guarantee the notes.

Each Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including, without limitation, guarantees and other contingent liabilities) of a Guarantor, as applicable, and depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Relating to the Exchange Offer and the Notes—Federal and state statutes allow courts, under specific circumstances, to void subsidiary guarantees and require holders of the notes to return payments received from subsidiary guarantors.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor pursuant to a supplemental indenture satisfactory to the Trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture.

The Subsidiary Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) if the Company applies the Net Proceeds of that sale or other disposition in accordance with the applicable provisions of the Indenture; or

(2) in connection with the sale of all of the Capital Stock of a Guarantor if the Company applies the Net Proceeds of that sale in accordance with the applicable provisions of the Indenture; or

(3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary.

The Net Proceeds of an Asset Sale may be used by the Company to make an offer to holders for the repurchase of notes. See “—Repurchase at the Option of Holders—Asset Sales.”

Optional Redemption

At any time prior to August 15, 2006, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of notes (including Additional Notes, if any) originally issued under the Indenture at a redemption price of 109.500% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

• at least 65% of the aggregate principal amount of notes (including Additional Notes, if any) remains outstanding immediately after the occurrence of such redemption (excluding notes held by the Company and its Subsidiaries); and

• each such redemption occurs within 90 days of the date of the closing of the related Equity Offering.

Prior to August 15, 2007, we may at our option redeem all, but not less than all, of the notes (including Additional Notes, if any) at a redemption price equal to 100% of the principal amount of the notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant

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interest payment date). Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

“Applicable Premium” means with respect to a note at any redemption date, the greater of (i) 1.00% of the principal amount of such note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such note on August 15, 2007 (such redemption price being described below exclusive of any accrued interest) plus (2) all required remaining scheduled interest payments due on such note through August 15, 2007 (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such note on such redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after August 15, 2007, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the redemption date, plus 0.50%.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the notes from the redemption date to August 15, 2007, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to August 15, 2007.

“Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of three, or such lesser number as is obtained by the Trustee, Reference Treasury Dealer Quotations for such redemption date.

“Quotation Agent” means the Reference Treasury Dealer selected by the Trustee after consultation with the Company.

“Reference Treasury Dealer” means Credit Suisse First Boston LLC and its successors and assigns and two other nationally recognized investment banking firms selected by the Company that are primary U.S. Government securities dealers.

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediately preceding such redemption date.

On or after August 15, 2007, the Company may redeem all or a part of the notes (including Additional Notes, if any), upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below:

Year	Percentage
2007	104.750	%
2008	102.375	%
2009 and thereafter	100.000	%

Selection and Notice

If less than all of the notes are to be redeemed at any time, the Trustee will select notes for redemption as follows:

• if the notes are listed, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

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• if the notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

No notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Mandatory Redemption

Except as set forth under the caption “—Repurchase at the Option of Holders,” the Company is not required to make mandatory redemption or sinking fund payments with respect to the notes. The Company may at any time and from time to time purchase notes in the open market or otherwise.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of the notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that holder’s notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase. Within 60 business days following any Change of Control, the Company will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on a specified date no later than five Business Days after the termination of the Change of Control Offer (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control.

On the Change of Control Payment Date, the Company will, to the extent lawful:

• accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

• deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and

• deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions thereof being purchased by the Company.

The Paying Agent will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple thereof.

Prior to complying with any of the provisions of this “—Repurchase at the Option of Holders—Change of Control” covenant, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of notes required by this covenant. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the notes to require that the Company repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

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The Company’s outstanding Senior Indebtedness currently prohibits the Company from purchasing any notes, and also provides that certain change of control events with respect to Holdings and/or the Company would constitute a default under the agreements governing the Senior Indebtedness. Any future credit agreements or other agreements relating to Senior Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing notes, the Company could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing notes. In such case, the Company’s failure to purchase tendered notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such Senior Indebtedness. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the holders of notes.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Company to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

The provisions under the Indenture relative to the Company’s obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the consent of the holders of a majority in principal amount of the notes.

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

• the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

• such fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and

• at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:

(1) any liabilities (as shown on the Company’s or the Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee), that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;

(2) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash received in that conversion); and

(3) any Permitted Business Assets (so long as such Permitted Business Assets are acquired for fair market value, as determined in good faith by the Board of Directors of the Company, in connection with the transaction giving rise to such Asset Sale; provided that the Board of Directors’ determination must be based on an opinion or appraisal issued by an independent accounting, appraisal or investment baking firm of national standing if such fair market value exceeds $25 million), which Permitted Business Assets shall be deemed to have been acquired pursuant to the second succeeding paragraph in connection with such Asset Sale.

The 75% limitation referred to above will not apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the preceding sentence, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the 75% limitation.

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Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds, at its option:

• to repay or repurchase Senior Indebtedness of the Company or any Restricted Subsidiary;

• to the extent any proceeds remain after the prepayment of all outstanding Senior Indebtedness, if any, that is prepayable at the option of the Company or such Restricted Subsidiary, to repay or repurchase the Company’s 13% Senior Subordinated Notes pursuant to the terms of the “Asset Sales” covenant in the indenture governing the 13% Senior Subordinated Notes;

• to acquire all or substantially all the assets of, or a majority of the Voting Stock of, another Permitted Business;

• to make a capital expenditure in a Permitted Business;

• to acquire other assets (other than securities) that are used or useful in a Permitted Business; or

• to make an Asset Sale Offer, treating the Net Proceeds as Excess Proceeds for all purposes.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $15 million, the Company will be required to make an offer to all holders of notes (an “Asset Sale Offer”) and other pari passu Indebtedness of the Company or any Guarantor (other than the 13% Senior Subordinated Notes) to the extent required pursuant to the terms of that pari passu Indebtedness to purchase the maximum principal amount of such notes or other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or, in the case of such other pari passu Indebtedness that was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash (or in the case of such pari passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such other pari passu Indebtedness). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for general corporate purposes. If the aggregate principal amount of notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of an Asset Sale Offer.

Certain Covenants

The Indenture contains covenants including, among others, the following:

Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment on such Equity Interests in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or any Restricted Subsidiary of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company);

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is subordinate or junior in right of payment to the Notes or any Subsidiary Guarantee, as applicable, except scheduled payments of interest or principal at Stated Maturity thereof; or

(4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

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unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) the Company would, after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Reference Date (excluding Restricted Payments permitted by clauses (1) through (6), (9), (12), (14) and (15) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first full fiscal quarter commencing after the Reference Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(b) 100% of the aggregate net proceeds (including the fair-market value of property other than cash, provided, that fair market value of property other than cash shall be determined in good faith by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee and such determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value exceeds $35 million) received by the Company as a contribution to the Company’s capital or received by the Company from the issue or sale since the Reference Date of Equity Interests of the Company (other than Disqualified Stock) or of Disqualified Stock or debt securities of the Company that have been converted subsequent to the Reference Date into such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Company and other than Disqualified Stock or convertible debt securities that have been converted into Disqualified Stock); plus

(c) to the extent that any Restricted Investment in any Person that was made after the Reference Date is sold for cash or otherwise liquidated or repaid for cash, or an Unrestricted Subsidiary is designated a Restricted Subsidiary, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any), or the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary upon becoming a Restricted Subsidiary, as the case may be, and (ii) the initial amount of such Restricted Investment made after the Reference Date in such Person or Unrestricted Subsidiary; plus

(d) the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s balance sheet upon the conversion or exchange subsequent to the Reference Date of any Indebtedness of the Company convertible or exchangeable for Equity Interests (other than Disqualified Stock) of the Company (less the amount of any cash, or other property, distributed by the Company or any Restricted Subsidiary upon such conversion or exchange); plus

(e) if any Unrestricted Subsidiary pays any cash dividends or cash distributions to the Company or any of its Restricted Subsidiaries, 100% of any such cash dividends or cash distributions made after the Reference Date.

So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness or Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Company) of, other Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;

(3) the defeasance, redemption, repurchase or other acquisition of Indebtedness of the Company or any Guarantor that is subordinate or junior in right of payment to the Notes or any Subsidiary Guarantee, as applicable, with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

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(4) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis regardless of whether any Default has occurred or is continuing;

(5) the redemption, repurchase, acquisition or retirement of Equity Interests in a Permitted Joint Venture of the Company or of any of the Company’s Restricted Subsidiaries in accordance with the organizational documents for, and agreements among holders of Equity Interests in, such Permitted Joint Venture or Restricted Subsidiary, provided that as a result of such redemption, repurchase, acquisition or retirement of Equity Interests in any such Permitted Joint Venture, any such Permitted Joint Venture shall become a Wholly Owned Restricted Subsidiary of the Company and a Guarantor under the Indenture;

(6) the redemption, repurchase, acquisition or retirement of Equity Interests in and Indebtedness of the Development Corporations in accordance with the respective securities purchase agreements entered into and notes issued by such Development Corporations; provided that as a result of such redemption, repurchase, acquisition or retirement, such Development Corporations will become Wholly Owned Restricted Subsidiaries of the Company and Guarantors under the Indenture;

(7) the purchase, redemption or other acquisition, cancellation or retirement for value of Equity Interests of the Company or any Restricted Subsidiary of the Company or any parent of the Company held by any existing or former employees of the Company or Holdings or any Subsidiary of the Company or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant to this clause will not exceed $2 million in any calendar year subsequent to the Reference Date with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $10 million in any calendar year; provided that the amount of any such payments will be included in calculations of the amount of Restricted Payments subsequent to the Reference Date;

(8) loans or advances to employees or directors of the Company or Holdings or any Subsidiary of the Company made in the ordinary course of business subsequent to the Reference Date the proceeds of which are used to purchase Capital Stock of the Company or Holdings, in an aggregate amount not to exceed $5 million at any one time outstanding; provided that the amount of any such payments will be included in calculations of the amount of Restricted Payments subsequent to the Reference Date;

(9) repurchases of Capital Stock subsequent to the Reference Date deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof;

(10) if immediately before and immediately after giving effect thereto, no Default or Event of Default has occurred and the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”, payments of cash dividends, or loans or other payments, to Holdings in an amount sufficient to enable Holdings to make semi-annual payments after August 15, 2004 of cash interest not in excess of 14% per annum on the principal amount of Holdings Senior Discount Debentures (or 100 basis points higher if required to be made in respect of the Holdings Senior Discount Debentures in accordance with the terms thereof in effect on the Issue Date); provided that Holdings is otherwise unable to pay such interest and such dividends, loans or other payments are applied directly to the payment of such interest; and provided further, that the amount of any such payments will be included in calculations of the amount of Restricted Payments subsequent to the Reference Date (see “Description of Other Indebtedness—Concentra Inc.’s 14% Senior Discount Debentures due 2011”);

(11) if immediately before and immediately after giving effect thereto no Default or Event of Default has occurred, payments subsequent to the Reference Date of principal, interest, premium (if any) or payment due upon redemption, repurchase, conversion, acquisition or retirement of Holdings’ 6.0% Convertible Subordinated Notes due 2001 and 4.5% Convertible Subordinated Notes due 2003 in accordance with the respective terms thereof in effect on the Reference Date; provided that the amount of any such payments will be included in calculations of the amount of Restricted Payments subsequent to the Reference Date;

(12) payments to Holdings in an amount equal to the amount of income tax that the Company and the Restricted Subsidiaries would have paid had they filed consolidated tax returns on a separate Company basis in any given year, less the amount of such taxes paid or to be paid directly by the Company and the Restricted Subsidiaries for such years;

(13) an amount not to exceed $1.0 million in any fiscal year subsequent to the Reference Date to permit Holdings to pay:

(i) franchise taxes and other fees required to maintain its legal existence; and

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(ii) its corporate overhead expenses incurred in the ordinary course of business, its audit expenses, any filing fees required by the Commission and to pay salaries or other compensation of employees who perform services for both Holdings and the Company;

provided that the amount of any such payments will be included in calculations of the amount of Restricted Payments subsequent to the Reference Date;

(14) Permitted Investments;

(15) distributions to fund the 1999 Transactions; and

(16) other Restricted Payments subsequent to the Reference Date in an aggregate amount not to exceed $5 million at any one time; provided that the amount of any such payments will be included in calculations of the amount of Restricted Payments subsequent to the Reference Date.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined in good faith by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “—Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Disqualified Stock or preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and the Company’s Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) and issue Disqualified Stock or preferred stock if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.50 to 1; determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock, as applicable, had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness and letters of credit pursuant to the Senior Credit Facilities; provided that the aggregate amount of all Indebtedness of the Company and the Guarantors outstanding under the Senior Credit Facilities after giving effect to such incurrence does not exceed an amount equal to $475.0 million at any one time;

(2) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the notes and the Subsidiary Guarantees;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary (whether through the direct purchase of assets or the Capital Stock of any Person owning such Assets), in an aggregate principal amount or accreted value, as applicable, not to exceed $15 million at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany

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Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3) or (14) of this paragraph;

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(a) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of the Company, or the Subsidiary Guarantee of such Guarantor, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of the Indenture to be outstanding;

(8) the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant;

(9) the incurrence by the Company’s Unrestricted Subsidiaries of Non-Recourse Debt; provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company that was not permitted by this clause (9);

(10) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation in respect of workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(11) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, asset or Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided that (a) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote or footnotes to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (a) and (b) the maximum aggregate liability in respect of such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any such subsequent changes in value) actually received by the Company and/or such Restricted Subsidiary in connection with such disposition;

(12) obligations in respect of performance, surety and similar bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;

(13) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funding in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five business days of incurrence; and

(14) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness, in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness incurred pursuant to this clause (14), not to exceed $25 million.

For purposes of determining compliance with this “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify such item of Indebtedness in any manner that complies with this covenant. In addition, the

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Company may, at any time, change the classification of an item of Indebtedness (or any portion thereof) to any other clause or to the first paragraph hereof provided that the Company would be permitted to incur such item of Indebtedness (or the portion thereof) pursuant to such other clause or the first paragraph hereof, as the case may be, at such time of reclassification. Accrual of interest, accretion or amortization of original issue discount and the accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing trade payables or Indebtedness that does not constitute Senior Indebtedness (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired unless:

• in the case of Liens securing Indebtedness that is expressly subordinated or junior in right of payment to the notes, the notes are secured on a senior basis to the obligations so secured until such time as such obligations are no longer secured by a Lien; and

• in all other cases, the notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

• pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (i) on its Capital Stock or (ii) with respect to any other interest or participation in, or measured by, its profits;

• pay any Indebtedness owed to the Company or any of the Company’s Restricted Subsidiaries;

• make loans or advances to the Company or any of the Company’s Restricted Subsidiaries; or

• transfer any of its properties or assets to the Company or any of the Company’s Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

• any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including:

(1) the Senior Credit Facilities as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole (as determined in the good faith judgment of the Company’s Board of Directors), with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facilities as in effect on the Issue Date; and

(2) the Indenture and the notes;

• any applicable law, rule, regulation or order;

• any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

• customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;

• any Purchase Money Note or other Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors of the Company, are necessary to effect such Qualified Receivables Transaction;

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• purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in the last clause of the preceding paragraph;

• restrictions with respect solely to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that such restrictions apply solely to the Capital Stock or assets being sold of such Restricted Subsidiary;

• provisions with respect to the disposition or distribution of assets or property in connection with Permitted Joint Ventures entered into in accordance with past practice made in the ordinary course of business;

• Permitted Refinancing Indebtedness, provided that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, in the good faith judgment of the Company’s board of directors, taken as a whole, to the holders of notes than those contained in the agreements governing the Indebtedness being refinanced; and

• restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

The Company may not: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made expressly assumes all the obligations of the Company under the notes and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee;

(3) immediately after giving pro forma effect to such transaction no Default or Event of Default exists; and

(4) the Company or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made,

(a) will, after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”; or

(b) would (together with its Restricted Subsidiaries) have a higher Fixed Charge Coverage Ratio immediately after such transaction (after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period) than the Fixed Charge Coverage Ratio of the Company and its Subsidiaries immediately prior to the transaction.

The preceding clause (4) will not prohibit:

(a) a merger between the Company and a Wholly Owned Subsidiary; or

(b) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States; so long as, in each case, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

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In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This “—Merger, Consolidation or Sale of Assets” covenant will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Wholly Owned Restricted Subsidiaries.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate or any affiliated professional associations or professional corporations which employ physicians and other professionals who provide healthcare services for the Company’s occupational and health services centers (each, an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary made on an arm’s-length basis with an unrelated Person; and

(2) the Company delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15 million, an opinion as to the fairness to the holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) customary directors’ fees to Persons who are not otherwise Affiliates of the Company;

(2) transactions between or among the Company and/or its Restricted Subsidiaries;

(3) the payment of Affiliate Management Fees in an amount in any calendar year not to exceed the greater of (a) $1 million and (b) 1% of Consolidated EBITDA;

(4) payments by the Company or any of its Restricted Subsidiaries to Welsh Carson, Ferrer Freeman and their respective Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved in good faith by a majority of the Board of Directors of the Company or a committee thereof consisting of disinterested members;

(5) loans or advances to employees in accordance with past practice made in the ordinary course of business which are approved in good faith by a majority of the Board of Directors of the Company or a committee thereof consisting of disinterested members;

(6) any agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is no less favorable to the Company and its Restricted Subsidiaries);

(7) any payment pursuant to any tax sharing agreement between the Company and Holdings or any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated, combined or unitary group for tax purposes; provided that in no event shall the amount permitted to be paid pursuant to all such agreements exceed the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (whether as a consolidated, combined or unitary group);

(8) Restricted Payments that are permitted by the provisions of the Indenture described above under the caption “—Certain Covenants—Restricted Payments”;

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(9) customary fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries;

(10) any transaction involving ordinary course investment banking, merchant banking, commercial banking or related activities; and

(11) issuances or sales by the Company of Equity Interests (other than Disqualified Stock) or any contribution to the capital of the Company or any Restricted Subsidiary.

Notwithstanding the foregoing, the holders of notes will be entitled to receive payment in full in cash of all amounts due or to become due in respect of the notes before any payment is made with respect to Affiliate Management Fees in the event of any distribution to creditors of the Company in any Insolvency or Liquidation Proceeding with respect to the Company. No payments of Affiliate Management Fees shall be made by the Company or any of its Restricted Subsidiaries if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which Affiliate Management Fees are to be paid is less than 1.75 to 1; provided, however, that such payments due but not paid shall accrue and shall be paid only after such time as the Fixed Charge Coverage Ratio for a four full fiscal quarter period is no longer less than or equal to 1.75 to 1.

For the avoidance of doubt, in connection with any transaction between Holdings and the Company, a member of the Board of Directors of the Company shall not cease to be a disinterested director solely because such director also serves on the board of directors of Holdings.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments made at the time of such designation (to the extent not designated a Permitted Investment) and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” All such outstanding Investments will be valued at their fair market value at the time of such designation, as determined in good faith by the Board of Directors. That designation will only be permitted if such Restricted Payment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Anti-Layering

The Company will not, and will not permit any Guarantor to, incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is both:

• subordinate or junior in right of payment to any Senior Indebtedness; and

• senior in any respect in right of payment to the notes.

No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is both:

• subordinate or junior in right of payment to any Senior Indebtedness of such Guarantor; and

• • senior in any respect in right of payment to the Subsidiary Guarantees.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary or to issue any of its Equity Interests (other than, if necessary, Equity Interests constituting directors’ qualifying shares) to any Person except:

(1) to the Company or a Wholly Owned Subsidiary (other than a Receivables Entity); or

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(2) in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales” and immediately after giving effect to such issuance or sale, such Restricted Subsidiary would continue to be a Restricted Subsidiary.

Notwithstanding the preceding paragraph, the Company may sell all the Equity Interests of a Restricted Subsidiary as long as the Company complies with the terms of the covenant described under the caption “—Repurchase at the Option of Holders—Asset Sales.”

Limitations on Issuances of Guarantees of Indebtedness

The Company will not permit any Restricted Subsidiary, directly or indirectly, to incur Indebtedness or Guarantee or pledge any assets to secure the payment of any Indebtedness of the Company or any Restricted Subsidiary unless either such Restricted Subsidiary (1) is a Guarantor or (2) simultaneously executes and delivers a supplemental indenture to the Indenture and becomes a Guarantor, which Guarantee shall (a) with respect to any Guarantee of Senior Indebtedness, be subordinated in right of payment on the same terms as the notes are subordinated to such Senior Indebtedness and (b) with respect to any Guarantee of any other Indebtedness, be senior to or pari passu with such Restricted Subsidiary’s other Indebtedness or Guarantee of or pledge to secure such other Indebtedness.

Notwithstanding the preceding paragraph, any Subsidiary Guarantee of the notes shall provide by its terms that it shall be automatically and unconditionally released and discharged under the circumstances described above under the caption “—Subsidiary Guarantees.” The form of the Guarantee will be attached as an exhibit to the Indenture.

Additional Guarantees

If (a) the Company shall acquire or create a Domestic Restricted Subsidiary (other than a Permitted Joint Venture or a Receivables Entity) after the Issue Date, or (b) any Subsidiary of the Company becomes (1) a Domestic Restricted Subsidiary (other than a Permitted Joint Venture or a Receivables Entity) or (2) guarantees any Indebtedness of the Company or a Domestic Restricted Subsidiary, then, in each case, such newly acquired or created Restricted Subsidiary or such other Subsidiary, as the case may be, shall become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel, in accordance with the terms of the Indenture.

Business Activities

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

Advances to Subsidiaries

All advances to Restricted Subsidiaries made by the Company after the Issue Date will be evidenced by intercompany notes in favor of the Company. Each intercompany note will be payable upon demand and will bear interest at the same rate as the notes. A form of intercompany note will be attached as an exhibit to the Indenture.

Payments for Consents

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the Commission, so long as any notes are outstanding, the Company will furnish or make available to the holders of notes, within the time periods specified in the Commission’s rules and regulations:

(l) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

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(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

In addition, whether or not required by the Commission, the Company will file a copy of all the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any notes remain outstanding, it will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d) (4) under the Securities Act.

Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on the notes whether or not prohibited by the subordination provisions of the Indenture;

(2) default in payment when due of the principal of or premium, if any, on the notes, whether or not prohibited by the subordination provisions of the Indenture;

(3) failure by the Company to comply with the provisions described under the caption “Certain Covenants—Merger, Consolidation or Sale of Assets;”

(4) failure by the Company for 30 days after notice from the Trustee or holders of at least 25% in principal amount of the notes then outstanding to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control”, “—Repurchase at the Option of Holders—Asset Sales”, “—Certain Covenants—Restricted Payments” or “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(5) failure by the Company for 60 days after notice from the Trustee or holders of at least 25% in principal amount of the notes then outstanding to comply with any of its other agreements in the Indenture or the notes;

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for borrowed money or Guarantee by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

(a) is caused by a failure to pay principal of or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20 million or more;

(7) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(8) except as permitted by the Indenture, any Subsidiary Guarantee of a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm such Guarantor’s obligations under the Subsidiary Guarantee of such Guarantor; and

(9) certain events of bankruptcy or insolvency with respect to the Company or any of the Company’s Significant Subsidiaries.

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In the event of a declaration of acceleration of the notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (6) of the preceding paragraph, the declaration of acceleration of the notes shall be automatically annulled if the holders of any Indebtedness described in clause (6) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if:

• the annulment of the acceleration of notes would not conflict with any judgment or decree of a court of competent jurisdiction; and

• all existing Events of Default, except nonpayment of principal or interest on the notes that became due solely because of the acceleration of the notes, have been cured or waived.

If any Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding notes may declare the principal of the notes to be due and payable immediately; provided, that so long as any Indebtedness permitted to be incurred pursuant to the Senior Credit Facilities shall be outstanding, such acceleration shall not be effective until the earlier of:

• an acceleration of any such Indebtedness under the Senior Credit Facilities; or

• five business days after receipt by the Company and Credit Agent on the Issue Date (or to such other Credit Agent as the Trustee may hereafter be notified in writing) of written notice of such acceleration (provided that the notification of the replacement Credit Agent and its address should be received by the Trustee prior to the issuance of such notice of acceleration).

If payment of the notes is accelerated because of an Event of Default, the Company shall promptly notify the holders of the Senior Indebtedness of the acceleration.

Notwithstanding the preceding paragraph, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any of its Subsidiaries, the principal and any accrued but unpaid interest on all outstanding notes shall become due and payable immediately without further action or notice.

Holders of the notes may not enforce the Indenture or the notes except as provided in the Indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

In the case of any Event of Default occurring on or after August 15, 2007, by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs prior to August 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the notes prior to August 15, 2007, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the Trustee may on behalf of the holders of all of the notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the notes.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company, or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the notes, the Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

• the rights of holders of outstanding notes to receive payments in respect of the principal of, premium, if any, and interest on such notes when such payments are due from the trust referred to below;

• the Company’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

• the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and

• the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under the caption “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

• the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the notes are being defeased to maturity or to a particular redemption date;

• in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, subject to customary assumptions and exclusions, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

• in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

• no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

• such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

• the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

• no event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such notes or any other notes shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in paragraphs (7) and (8) under the above caption “—Events of Default and Remedies”, at any time on or prior to the 90th

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day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day); and

• the Company must deliver to the Trustee an Officers’ Certificate and an opinion of counsel, which opinion may be subject to customary assumptions and exclusions, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

With the consent of the holders of not less than a majority in principal amount of the notes at the time outstanding (including consents obtained in connection with a purchase of or tender offer or exchange offer for the notes), the Company and Trustee are permitted to amend or supplement the Indenture or any supplemental indenture or modify the rights of the holders and any existing Default or Event of Default or compliance with any provision of the Indenture or the notes may be waived; provided that without the consent of each holder affected, no amendment, supplement, modification or waiver may:

• reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

• reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

• reduce the rate of or change the time for payment of interest on any Note;

• waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

• make any note payable in money other than that stated in the notes;

• make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of or premium, if any, or interest on the notes;

• waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

• make any change in the preceding amendment and waiver provisions; or

• release any Guarantor from any of its obligations under its Guarantee of the notes or the Indenture, except in accordance with the terms of the Indenture.

In addition, any amendment to, or waiver of the provisions of the Indenture relating to subordination that adversely affects the rights of the holders of the notes will require the consent of the holders of at least 75% in aggregate principal amount of the notes then outstanding.

Notwithstanding the preceding, without the consent of any holder of notes, the Company and the Trustee may amend or supplement the Indenture or the notes:

• to cure any ambiguity, defect or inconsistency;

• to provide for uncertificated notes in addition to or in place of certificated notes;

• to provide for the assumption of the Company’s obligations to holders of notes in the case of a merger or consolidation or the sale of all or substantially all of the Company’s assets;

• to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect in any material respect the legal rights under the Indenture of any such holder;

• to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

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• to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture; or

• to allow any Subsidiary to guarantee the notes.

Concerning the Trustee

If the Trustee becomes a creditor of the Company or any Guarantor, the Indenture limits the Trustee’s right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

Anyone who receives this prospectus may obtain a copy of the Indenture and Registration Rights Agreement without charge by writing to Concentra Operating Corporation, 5080 Spectrum Drive, Suite 400 West Tower, Addison, TX 75001; Attention: General Counsel.

Book-Entry

We will issue the new notes in the form of one or more global notes (the “Global Notes”). The Global Notes will be deposited with, or on behalf of, The Depository Trust Company (“DTC”) and initially registered in the name of DTC or its nominee.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.”

Depository Procedures

The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised us that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

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Investors in the Global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations which are Participants in such system. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Subject to certain restrictions transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised the Company that it will take any action permitted to be taken by a Holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes and DTC fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;

(2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

(3) there has occurred and is continuing a Default with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global

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Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

The Company will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Company will make all payments of principal, interest and premium and additional interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such Holder’s registered address. The notes represented by the Global Notes are expected to be eligible to trade in the DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“13% Senior Subordinated Notes” means the Company’s 13% Series A Senior Subordinated Notes due 2009 and Series B Senior Subordinated Notes due 2009.

“1999 Transactions” refers to the occurrence of each of the following transactions which were completed in 1999:

(a) the merger of Yankee Acquisition Corp, a wholly owned subsidiary of Welsh Carson, with and into Holdings (the “Merger”);

(b) the solicitation and repurchase of $230.0 million principal amount of Holdings’ outstanding 4.5% Convertible Subordinated Notes due 2003 and $97.8 million principal amount of Holdings’ outstanding 6.0% Convertible Subordinated Notes due 2001 conditional upon the Merger,

(c) the contribution of all Holdings’ assets and shares in its subsidiaries to the Company;

(d) the $190.0 million offering of our 13% Senior Subordinated Notes;

(e) the $216.4 million offering by Holdings of the Holdings Senior Discount Debentures;

(f) the $375.0 million of borrowings by the Company under its senior credit facilities at the time of the other 1999 Transactions;

(g) the equity investment in Holdings of approximately $370.1 million by Welsh Carson and some of its affiliates, including the value, on the date of the Merger, of shares and 4.5% Convertible Subordinated Notes due 2003 already owned by Welsh Carson;

(h) the cash equity investment in Holdings of approximately $30.6 million by affiliates of Ferrer Freeman;

(i) the equity investment in Holdings of approximately $23.0 million by Chase Capital Partners, certain officers and employees of Donaldson, Lufkin & Jenrette Securities Corporation, certain members of Holdings’ management and potentially other investors; and

(j) the payment in full and termination of the Company’s then existing $100.0 million amended and restated credit agreement.

“Acquired Debt” means, with respect to any specified Person:

• Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person or assumed in connection with the acquisition of assets from such Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of such specified Person or such acquisition; and

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• Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise, provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings; provided that any affiliated professional associations and professional corporations which employ physicians and other professionals who provide health care services for the Company’s occupational health services centers shall not be deemed to be an Affiliate of the Company, Holdings or any of their Subsidiaries.

“Affiliate Management Fees” means any management, consulting, monitoring or advisory fees, and related expenses, payable to Welsh Carson, Ferrer Freeman or their respective Affiliates.

“Asset Sale” means:

(1) the sale, lease (other than an operating lease entered into in the ordinary course of business), conveyance or other disposition (a “Disposition”) of any assets or rights (other than the licensing of its non-exclusive intellectual property rights) (including, without limitation, by way of a sale and leaseback), provided that the Disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; and

(2) the issue or sale by the Company or any of its Restricted Subsidiaries of Equity Interests of any of the Company’s Restricted Subsidiaries (other than directors’ qualifying shares);

that, in the case of either clause (1) or (2) and whether in a single transaction or a series of related transactions:

(a) has a fair market value in excess of $5 million; or

(b) is for net proceeds to the Company and its Restricted Subsidiaries in excess of $5 million.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1) a transfer of assets among the Company, its Wholly Owned Restricted Subsidiaries and its Permitted Joint Ventures;

(2) an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary;

(3) a Restricted Payment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments” or a Permitted Investment;

(4) the sale of Cash Equivalents in the ordinary course of business;

(5) a disposition of inventory in the ordinary course of business;

(6) sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity;

(7) a disposition relating to the foreclosure of a Permitted Lien;

(8) the sale and leaseback of any assets within 90 days of the acquisition thereof;

(9) any exchange of property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, for use in a Permitted Business;

(10) any sale, transfer or other disposition of property that is idle, damaged, worn out, obsolete or no longer suitable for use in the ordinary course of business; and

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(11) sales or grants of licenses or sublicenses to use intellectual property of the Company or any of its Restricted Subsidiaries to the extent such sale, license or sublicense does not interfere in any material respect with the business of the Company and its Restricted Subsidiaries.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

• in the case of a corporation, corporate stock;

• in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

• in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

• any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) Government Securities having maturities of not more than six months from the date of acquisition;

(2) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any lender party to the Senior Credit Facilities or with any domestic commercial bank having capital and surplus in excess of $500 million and whose long-term debt, or whose parent holding company’s long-term debt, is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act);

(3) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above;

(4) commercial paper having the rating of “P-1” (or higher) from Moody’s Investors Service, Inc. or “A-1” (or higher) from Standard & Poor’s Corporation and in each case maturing within six months after the date of acquisition; and

(5) money market funds investing substantially in investments which constitute Cash Equivalents of the kinds described in clauses (1) through (4) of this definition.

“Certificated Notes” means notes in registered certificated form.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of either (x) the Company and its Subsidiaries taken as a whole or (y) Holdings to any “person” (as such term is used in Section 13(d) (3) of the Exchange Act) other than the Principals or a Related Party of any of the Principals;

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Company (measured by voting power rather than number of shares);

(4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

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(5) the Company or Holdings consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company or Holdings, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or Holdings, as the case may be, is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company or Holdings, as the case may be, outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person immediately after giving effect to such issuance.

“Consolidated EBITDA” means, with respect to any Person, for any period, the Consolidated Net Income of such Person for such period adjusted to add thereto (to the extent deducted from net revenues in determining Consolidated Net Income), without duplication, the sum of

• consolidated income taxes;

• consolidated depreciation and amortization (including amortization of debt issuance costs in connection with any Indebtedness of such Person and its Restricted Subsidiaries and depreciation and amortization attributable to the Permitted Joint Ventures existing at the Reference Date which were not consolidated);

• Fixed Charges;

• expenditures paid prior to or contemporaneously with and related to the 1999 Transactions which are paid or otherwise accounted for within 90 days of the consummation of the 1999 Transactions;

• expenditures paid prior to or contemporaneously with and related to any actual or proposed financing, mergers or dispositions or acquisitions permitted to be incurred by the Indenture (including, without limitation, financing and legal fees and costs incurred with any such mergers, acquisitions or dispositions);

• the restructuring charge of $20.6 million incurred in the fourth quarter of 1998; and

• all other non-cash charges (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period);

provided that consolidated income taxes, depreciation and amortization of a Subsidiary of such Person that is not a Wholly Owned Subsidiary shall only be added to the extent of the Equity Interest of such Person in such Subsidiary.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:

• the interest expense of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging Obligations; provided that in no event shall any amortization of deferred financing costs be included in Consolidated Interest Expense); plus

• the consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus

• the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to such plan or trust; provided, however, that there will be excluded therefrom any such interest expense of any Unrestricted Subsidiary to the extent the related Indebtedness is not Guaranteed or paid by the Company or any Restricted Subsidiary.

Notwithstanding the preceding, the Consolidated Interest Expense with respect to any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary shall be included only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that

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(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Wholly Owned Subsidiary thereof;

(2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders;

(3) the Net Income of any Person acquired in a transaction accounted for in a manner similar to a pooling of interests (including any common control acquisition) for any period prior to the date of such acquisition shall be excluded; and

(4) the cumulative effect of a change in accounting principles shall be excluded.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

• was a member of such Board of Directors on the Issue Date;

• was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election; or

• was nominated by the Principals.

“Credit Agent” means JPMorgan Chase Bank, in its capacity as Administrative Agent for the lenders party to the Senior Credit Facilities, or any successor thereto or any person otherwise appointed.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Senior Indebtedness” means any Indebtedness outstanding under the Senior Credit Facilities.

“Development Corporation” means any corporation, association, limited liability company or other business (other than a partnership) existing at the Issue Date managed by the Company but owned by a Person (who is not the Company or an Affiliate or a Subsidiary of the Company), engaged in the development of occupational health centers and financed by the issue of Equity Interests and notes under securities purchase agreements to third party investors.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would not constitute Disqualified Stock but for change of control or asset sale provisions shall not constitute Disqualified Stock if the provisions are not more favorable to the holders of such Capital Stock than the provisions described under “—Repurchase at the Option of Holders—Change of Control” and “—Repurchase at the Option of Holders—Asset Sales.”

“Domestic Restricted Subsidiary” means any Restricted Subsidiary other than (a) a Foreign Restricted Subsidiary or (b) a Subsidiary of a Foreign Restricted Subsidiary.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means an offering of the Equity Interests (other than Disqualified Stock) of Holdings or the Company; provided that in the event of an offering by Holdings, Holdings contributes to the capital of the Company the portion of the net cash proceeds of such offering necessary to pay the aggregate redemption price (plus accrued interest to the redemption date) of the notes to be redeemed pursuant to the provisions described in the first paragraph under “—Optional Redemption”.

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Senior Credit Facilities) in existence on the Issue Date, until such amounts are repaid.

“Ferrer Freeman” means Ferrer Freeman and Company, LLC and its Affiliates.

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“Fixed Charge Coverage Ratio” means with respect to any Person as of any date of determination, the ratio of the Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination and as to which internal financial statements are available to the Fixed Charges of such Person for such period. In the event that the Company or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, defeases, redeems or otherwise discharges any Indebtedness (other than revolving credit borrowings) or issues or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, defeasance, redemption or discharge of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions or dispositions that have been made by the Company or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be calculated to include the Consolidated EBITDA of the acquired entities on a pro forma basis (to be calculated in accordance with Article 11-02 of Regulation S-X, as in effect from time to time), shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated EBITDA for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded if greater than zero; and

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

For purposes of this definition, whenever pro forma effect is to be given to an Investment or an acquisition or disposition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness incurred in connection therewith, or any other calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Company (including pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any interest rate agreement applicable to such Indebtedness if such interest rate agreement has a remaining term in excess of 12 months).

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the Consolidated Interest Expense of such Person for such period, minus the interest income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; plus

(2) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(3) the product of (a) all dividend payments, whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividend payments on Equity Interests payable solely in Equity Interests of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Foreign Restricted Subsidiary” means any Restricted Subsidiary (a) that is not organized under the laws of the United States of America or any State thereof or the District of Columbia and (b) with respect to which more than 80% of any of its sales, earnings or assets (determined on a consolidated basis in accordance with GAAP) are located in, operated from or derived from operations located in territories outside of the United States of America and jurisdictions outside the United States of America.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial

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Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date; provided that for all calculations involving the period from the Reference Date to and including the Issue Date, GAAP means for such period such generally accepted accounting principals as were in effect on the Reference Date.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, letters of credit and reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means each Subsidiary of the Company that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

• interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

• other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates.

“Holdings” means Concentra, Inc.

“Holdings Senior Discount Debentures” means the 14% Senior Discount Debentures due 2011 issued by Holdings on the Reference Date and any Indebtedness of Holdings issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund such Senior Discount Debentures due 2011; provided that such Indebtedness complies with clauses (1), (2) and (3) of the definition of “Permitted Refinancing Indebtedness”.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, in respect of:

• borrowed money;

• evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

• bankers’ acceptances;

• representing Capital Lease Obligations; or

• the balance deferred and unpaid of the purchase price of any property (which purchase price is due more than 60 days after the date of placing such property in service or taking delivery and title thereto) or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by such Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

• the accreted value thereof, in the case of any Indebtedness that does not require current payments of interest; and

• the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

“Insolvency or Liquidation Proceedings” means:

• any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to the Company or to the creditors of the Company, as such, or to the assets of the Company;

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• any liquidation, dissolution, reorganization or winding up of the Company, whether voluntary or involuntary, and involving insolvency or bankruptcy; or

• any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), or purchases or other acquisitions of or the transfer of assets for consideration of, Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

“Issue Date” means the date on which the initial notes are first issued under the Indenture.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP, excluding, however:

• any gain (loss), together with any related provision for taxes on such gain (loss), realized in connection with:

(1) any Asset Sale; or

(2) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

• any extraordinary or nonrecurring gain (loss), together with any related provision for taxes on such extraordinary or nonrecurring gain (loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), the amounts required to be applied to the payment of Indebtedness (other than Indebtedness incurred pursuant to the Senior Credit Facilities) secured by a Lien on the asset or assets that were the subject of the Asset Sale, distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale and the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, for adjustments in respect of the sale price of the assets that were the subject of such Asset Sale or as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale.

“Non-Recourse Debt” means Indebtedness:

• as to which neither the Company nor any of its Restricted Subsidiaries:

(1) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness);

(2) is directly or indirectly liable as a guarantor or otherwise; or

(3) constitutes the lender;

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• no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

• as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Permitted Business” means any business in which the Company and its Restricted Subsidiaries are engaged on the Issue Date or any business reasonably related, incidental or ancillary thereto.

“Permitted Business Assets” means assets used or useful in a Permitted Business.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary (other than a Permitted Joint Venture);

(2) any Investment in cash or Cash Equivalents;

(3) any Investment in receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(4) any Investment received by the Company or any Restricted Subsidiary as consideration for the settlement of any litigation, arbitration or claim of bankruptcy or in partial or full satisfaction of accounts receivable owed by a financially troubled Person to the extent reasonably necessary in order to prevent or limit any loss by the Company or any of its Restricted Subsidiaries in connection with such accounts receivable;

(5) Investments in existence on the Reference Date;

(6) Hedging Obligations entered into in the ordinary course of business which transactions or obligations are incurred in compliance with the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(7) Guarantees issued in accordance with the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(8) any Investment by the Company or a Restricted Subsidiary in a Receivables Entity or any Investment by a Receivables Entity in any other Person, in each case, in connection with a Qualified Receivables Transaction; provided, however, that any Investment in any such Person is in the form of a Purchase Money Note, or any equity interest or interests in accounts receivable and related assets generated by the Company or a Restricted Subsidiary and transferred to any Person in connection with a Qualified Receivables Transaction or any such Person owning such accounts receivable;

(9) any Investment by the Company or any Restricted Subsidiary of the Company (other than a Permitted Joint Venture) in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary (other than a Permitted Joint Venture) of the Company or of a Restricted Subsidiary of the Company (other than a Permitted Joint Venture); or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company (other than a Permitted Joint Venture);

(10) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

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(11) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(12) any Investment in any Permitted Joint Venture after the Reference Date in an aggregate amount not to exceed $40 million, such aggregate amount to be increased as a result of any management fees, software fees and development fees received from such Permitted Joint Ventures in the ordinary course of business and any payment of any dividend or distribution received on a pro rata basis from any Permitted Joint Ventures as a holder of its Equity Interests; and

(13) any Investment in any Person after the Issue Date in an aggregate amount, taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding, not to exceed $5 million.

“Permitted Joint Venture” means, with respect to any Person:

(1) any corporation, association or other business entity (other than a partnership):

(a) of which more than 50% (or in the case of any such business entity in which the Company or any Restricted Subsidiary has an Investment before the Issue Date, 50% or more) of the Voting Stock is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof; and

(b) which is either managed or controlled by such Person or any of its Restricted Subsidiaries; and

(2) any partnership, joint venture, limited liability company or similar entity:

(a) of which more than 50% (or in the case of any such entity in which the Company or any Restricted Subsidiary has an Investment before the Issue Date, 50% or more) of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests are owned or controlled, directly or indirectly, by such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof; and

(b) which is either managed or controlled by such Person or any of its Restricted Subsidiaries,

and which in the case of each of clauses (1) and (2),

(A) is engaged in a Permitted Business;

(B) only incurs Indebtedness to the Company;

(C) does not enter into any Guarantee; and

(D) distributes all cash pro rata in accordance with the Equity Interests therein at least annually (other than cash required to be reserved on its balance sheet in accordance with GAAP consistent with past practice).

“Permitted Liens” means:

(1) Liens that secure up to an aggregate principal amount of $475 million of Senior Indebtedness and Guarantees incurred pursuant to the Senior Credit Facilities;

(2) Liens in favor of the Company or any Restricted Subsidiary;

(3) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any Restricted Subsidiary of the Company, provided that such Liens were not incurred in contemplation of such event, merger or consolidation and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any Restricted Subsidiary;

(4) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were not incurred in contemplation of such acquisition;

(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

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(6) Liens existing on the Issue Date;

(7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(8) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(9) Liens securing Permitted Refinancing Indebtedness where the Liens securing the Indebtedness being refinanced were permitted under the Indenture;

(10) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $5 million at any one time outstanding and that: (a) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (b) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by the Company or such Restricted Subsidiary;

(11) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries;

(12) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances or title defects incurred or imposed, as applicable, in the ordinary course of business and consistent with industry practices;

(13) any interest or title of a lessor under any Capital Lease Obligation;

(14) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(15) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off;

(16) Liens securing Hedging Obligations which Hedging Obligations relate to Indebtedness that is otherwise permitted under the Indenture;

(17) deposits by such Person, in each case incurred in the ordinary course of business:

(a) under workmen’s compensation laws, unemployment insurance and other types of social security legislation (other than any Lien imposed by the Employer Retirement Income Security Act of 1974, as amended);

(b) made in good faith in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party;

(c) to secure public or statutory obligations of such Person or deposits or cash or Cash Equivalents to secure surety or appeal bonds to which such Person is a party; or

(d) as security for contested taxes or import or customs duties or for the payment of rent;

(18) Liens imposed by law, including carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet delinquent or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof;

(19) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(20) Liens securing Indebtedness of a Restricted Subsidiary owing to the Company or a Wholly Owned Restricted Subsidiary (other than a Receivables Entity);

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(21) Liens securing the notes and Subsidiary Guarantees under the Indenture;

(22) Liens on assets transferred to a Receivables Entity or on assets of a Receivables Entity, in either case incurred in connection with a Qualified Receivables Transaction;

(23) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries; and

(24) Liens arising from filing Uniform Commercial Code financing statements regarding leases.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith) except, in the case of the Senior Credit Facilities, the principal amount of such Permitted Refinancing Indebtedness does not exceed the greater of:

(i) the principal amount of Indebtedness permitted (whether or not borrowed) under clause (1) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(ii) the amount actually borrowed or available to be borrowed under the Senior Credit Facilities;

(2) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business).

“Principals” means Welsh Carson, Ferrer Freeman and their respective Affiliates.

“Purchase Money Note” means a promissory note of a Receivables Entity evidencing a line of credit, which may be irrevocable, from the Company or any Restricted Subsidiary of the Company in connection with a Qualified Receivables Transaction to a Receivables Entity, which note is repayable from cash available to the Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors and amounts owing to such investors and amounts paid in connection with the purchase of newly generated accounts receivable.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries on an arms’ length basis with the Standard Securitization Undertakings pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to

(1) a Receivables Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries); or

(2) any other Person (in the case of a transfer by a Receivables Entity)

or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted in connection with asset

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securitization involving accounts receivable; provided that the aggregate consideration received in each such sale is at least equal to the aggregate fair market value of the receivables transferred.

“Receivables Entity” means a Wholly Owned Subsidiary of the Company (or another Person in which the Company or any Restricted Subsidiary of the Company makes an Investment and to which the Company or any Restricted Subsidiary of the Company enters into a Qualified Receivables Transaction) which engages in no activities other than the financing of a Qualified Receivables Transaction and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Entity:

(1) no portion of Indebtedness or any other obligations (contingent or otherwise) of such Person of which:

(a) is guaranteed by the Company or any Restricted Subsidiary of the Company (excluding guarantees of Obligations (other than the principal, and interest, on Indebtedness) pursuant to Standard Securitization Undertakings);

(b) has recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings; and

(c) subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2) with which neither the Company nor any Restricted Subsidiary of the Company has any contract, agreement, arrangement or understanding other than

(a) a Qualified Receivables Transaction in the ordinary course of business; and

(b) fees payable in the ordinary course of business in connection with servicing accounts receivable both of which shall be on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company; and

(3) to which neither the Company nor any Restricted Subsidiary of the Company has any obligation to

(a) subscribe for additional shares of Capital Stock or other Equity Interests therein or make any additional capital contributions or similar payments or transfer thereto other than in connection with a Qualified Receivables Transaction; or

(b) maintain or preserve such entity’s solvency, any balance sheet term, financial condition, level of income or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Reference Date” means August 17, 1999, the date of the indenture governing the Company’s existing 13% Senior Subordinated Notes.

“Related Party” with respect to any Principal means:

• any controlling stockholder or partner, 80% (or more) owned Subsidiary, or spouse or immediate family member (in the case of an individual) of such Principal; or

• any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 51% or more controlling interest of which consist of such Principal and/or such other Persons referred to in the immediately preceding clause.

“Reorganization Securities” means securities distributed to holders of the notes in an Insolvency or Liquidation Proceeding pursuant to a plan of reorganization consented to by each class of the Senior Indebtedness, but only if in such plan of reorganization the holders of the notes on the one hand and the holders of the Senior Indebtedness on the other hand are placed in separate and distinct classes from each other and from the classes of other claimants and the class of the holders of the notes is junior to the class of the holders of the Senior Indebtedness and only if all of the terms and conditions of such securities including, without limitation, term, tenor, interest, amortization, subordination, standstills, covenants and defaults are at least as favorable (and provide the same relative benefits) to the holders of Senior Indebtedness and to the holders of any security distributed in such Insolvency or Liquidation

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Proceeding on account of any such Senior Indebtedness as the terms and conditions of the notes and the Indenture are, and provide, to the holders of Senior Indebtedness.

“Representative” means the Trustee, agent or representative for any Senior Indebtedness.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Senior Credit Facilities” means the Credit Agreement entered into on the Issue Date, among the Company, Holdings, the several lenders from time to time parties thereto and JPMorgan Chase Bank, as Administrative Agent, providing for revolving credit borrowings, term loans and letters of credit, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced (whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders) from time to time including increases in principal amount.

“Senior Indebtedness” means:

(1) all Indebtedness outstanding under the Senior Credit Facilities, including any Guarantees thereof and all Hedging Obligations with respect thereto;

(2) any other Indebtedness permitted to be incurred by the Company under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes; and

(3) all Obligations with respect to the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding, Senior Indebtedness will not include:

(1) any liability for federal, state, local or other taxes owed or owing by the Company;

(2) any Indebtedness of the Company to any of its Subsidiaries or other Affiliates;

(3) any trade payables; or

(4) any Indebtedness that is incurred in violation of the Indenture.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission.

“Standard Securitization Undertakings” means the interest rate, representations, warranties, covenants, the events of default and indemnities entered into by the Company or any Restricted Subsidiary of the Company which shall be customary in securitization of accounts receivable transactions and on market terms.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which payment of or principal on such security is due and payable in the original documentation governing such securities, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stockholders Agreement” means the Stockholders Agreement, dated as of August 17, 1999, among the Principals, Chase Capital Partners, certain officers and employees of Donaldson, Lufkin & Jenrette Securities Corporation, certain members of Holdings’ management and Holdings.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or

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trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof);

(2) any partnership or limited liability company (a) the sole general partner or the managing general partner or managing member of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof); and

(3) any Permitted Joint Venture of such Person.

“Subsidiary Guarantee” means a Guarantee provided by a Restricted Subsidiary.

“Unrestricted Subsidiary” means (a) any Subsidiary that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors and (b) any Subsidiary of an Unrestricted Subsidiary, but, in each case, only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” the Company shall be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall be permitted only if: (1) such Indebtedness is permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” and (2) no Default or Event of Default would be in existence following such designation.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors or similar governing board or group of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying: (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

(2) the then outstanding principal amount of such Indebtedness.

“Welsh Carson” means Welsh, Carson, Anderson & Stowe VIII, L.P. and its Affiliates.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned Subsidiaries of such Person.

123

“Wholly Owned Restricted Subsidiary” of the Company means a Wholly Owned Subsidiary which is a Restricted Subsidiary of the Company.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain U.S. federal income tax considerations that may be relevant to the exchange of the old notes for the new notes, but does not purport to be a complete analysis of all potential tax effects. This discussion is based upon the provisions of the IRC, applicable Treasury Regulations promulgated thereunder, judicial authority and administrative interpretations, as of the date hereof, all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. This discussion does not address the tax considerations arising under the laws of any foreign, state, local, or other jurisdiction.

We believe that the exchange of the old notes for the new notes should not be an exchange or otherwise a taxable event to a holder for the U.S. federal income tax purposes. Accordingly, a holder should have the same adjusted issue price, adjusted basis and holding period in the new notes as it had in the old notes immediately before the exchange.

PLAN OF DISTRIBUTION

Based on interpretations by the staff of the SEC in no action letters issued to third parties, we believe that you may transfer new notes issued under the exchange offer in exchange for the old notes if:

• you acquire the new notes in the ordinary course of your business; and

• you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such new notes.

You may not participate in the exchange offer if you are:

• our “affiliate” within the meaning of Rule 405 under the Securities Act; or

• a broker-dealer that acquired old notes directly from us.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until             , 200 , all dealers effecting transactions in the new notes may be required to deliver a prospectus.

If you wish to exchange new notes for your old notes in the exchange offer, you will be required to make representations to us as described in “Exchange Offer—Purpose and Effect of the Exchange Offer” and “—Procedures for Tendering—Your Representations to Us” in this prospectus. As indicated in the letter of transmittal, you will be deemed to have made these representations by tendering your old notes in the exchange offer. In addition, if you are a broker-dealer who receives new notes for your own account in exchange for old notes that were acquired by you as a result of market-making activities or other trading activities, you will be required to acknowledge, in the same manner, that you will deliver a prospectus in connection with any resale by you of such new notes.

We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to, or through, brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the

124

Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the old notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the new notes offered in this exchange offer will be passed upon for us by Vinson & Elkins L.L.P., Dallas, Texas.

INDEPENDENT AUDITORS

The consolidated financial statements as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002, included in this prospectus, have been audited by PricewaterhouseCoopers LLP, independent auditors, as stated in their report appearing herein.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are also available to the public from the SEC’s website at http://www.sec.gov. These reports do not constitute a part of this prospectus, and we are not incorporating by reference any of the reports we file with the SEC. The public may read and copy any reports or other information that we file with the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the public reference room by calling the SEC at 1-800-SEC-0330.

In addition, pursuant to the indenture governing the notes, we have agreed to the extent permitted by the SEC to file with the SEC and in all events to distribute to the trustee (under the indenture) our annual reports containing audited annual consolidated financial statements and our quarterly reports containing our unaudited consolidated financial statements for each of the three first quarters of each fiscal year. We will do this without regard to whether we are subject to the informational requirements of the Exchange Act.

We maintain an internet web site at www.concentra.com. The information on this site does not form a part of this prospectus.

While any notes remain outstanding, we will make available, upon request, to any beneficial owner and any prospective purchaser of notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act. Any such request should be directed to Investor Relations, Concentra, at West Tower, Suite 400, 5080 Spectrum Drive, Addison, Texas 75001.

125

CONCENTRA OPERATING CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

	Page
Report of Independent Auditors	F-3
Consolidated Balance Sheets at December 31, 2002 and 2001	F-4
Consolidated Statements of Operations for the Three Years Ended December 31, 2002, 2001 and 2000	F-5
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2002, 2001 and 2000	F-6
Consolidated Statements of Stockholder’s Equity for the Three Years Ended December 31, 2002, 2001 and 2000	F-7
Notes to Consolidated Financial Statements	F-8
Supplemental Schedule: Valuation and Qualifying Accounts	F-39
Condensed Consolidated Balance Sheets at September 30, 2003 (Unaudited) and December 31, 2002	F-41
Consolidated Statements of Operations (Unaudited) for the Nine Months Ended September 30, 2003 and 2002	F-42
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2003 and 2002	F-43
Notes to Consolidated Financial Statements (Unaudited)	F-44
Computation of Ratios	F-55

F-1

Concentra Operating Corporation

Consolidated Financial Statements as of

December 31, 2002 and 2001 and for the

Years Ended December 31, 2002, 2001 and 2000

F-2

REPORT OF INDEPENDENT AUDITORS

To Board of Directors and Stockholder

of Concentra Operating Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Concentra Operating Corporation and its subsidiaries (the “Company”) at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2(g) to the consolidated financial statements, effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, and ceased amortization of certain intangible assets.

/s/    PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Dallas, Texas

February 11, 2003, Except for Note 14,

as to which the date is July 31, 2003

F-3

CONCENTRA OPERATING CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	December 31,
	2002			2001
ASSETS
Current assets:
Cash and cash equivalents	$	19,002		$	8,950
Accounts receivable, net		167,561			181,757
Prepaid expenses and other current assets		15,806			19,366
Deferred income taxes		23,601			17,311
Total current assets		225,970			227,384
Property and equipment, net		134,981			142,244
Goodwill and other intangible assets, net		486,231			475,671
Other assets		41,456			34,725
Total assets	$	888,638		$	880,024
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Revolving credit facility	$	—		$	6,000
Current portion of long-term debt		3,825			4,211
Accounts payable		9,168			18,626
Accrued expenses		50,968			64,635
Accrued compensation		48,377			47,597
Total current liabilities		112,338			141,069
Long-term debt, net		476,001			552,270
Deferred income taxes		49,506			30,516
Other liabilities		40,550			43,581
Fair value of hedging arrangements		33,472			25,883
Total liabilities		711,867			793,319
Commitments and contingencies (See Note 8)
Stockholder’s equity:
Common stock, par value $.01 per share:
Authorized shares—10,000 Issued and outstanding shares—1,054 and 1,000, respectively		—			—
Paid-in capital		311,077			188,678
Retained deficit		(134,306	)		(101,973	)
Total stockholder’s equity		176,771			86,705
Total liabilities and stockholder’s equity	$	888,638		$	880,024

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CONCENTRA OPERATING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

	Years Ended December 31,
	2002			2001			2000
Revenue:
Health Services	$	471,968		$	443,321		$	409,738
Network Services		230,299			185,267			162,596
Care Management Services		296,783			228,315			189,905
Total revenue		999,050			856,903			762,239
Cost of services:
Health Services		406,164			375,565			335,939
Network Services		138,218			110,187			100,741
Care Management Services		267,054			200,166			170,899
Total cost of services		811,436			685,918			607,579
Total gross profit		187,614			170,985			154,660
General and administrative expenses		106,222			81,631			66,491
Amortization of intangibles		3,776			15,746			14,628
Unusual charges (gains)		(1,200	)		546			—
Charges for acquisition of affiliate		—			5,519			—
Operating income		78,816			67,543			73,541
Interest expense, net		63,582			66,398			67,984
Loss on change in fair value of hedging arrangements		7,589			13,602			9,586
Loss on early retirement of debt		7,894			—			—
Loss of acquired affiliate, net of tax		—			5,833			262
Other, net		(1,275	)		(3,640	)		(1,931	)
Income (loss) before income taxes and cumulative effect of accounting change		1,026			(14,650	)		(2,360	)
Provision for income taxes		4,579			3,757			4,362
Loss before cumulative effect of accounting change		(3,553	)		(18,407	)		(6,722	)
Cumulative effect of accounting change, net of tax		—			—			2,817
Net loss	$	(3,553	)	$	(18,407	)	$	(9,539	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CONCENTRA OPERATING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2002			2001			2000
Operating Activities:
Net loss	$	(3,553	)	$	(18,407	)	$	(9,539	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property and equipment		42,957			32,517			25,889
Amortization of intangibles		3,776			15,746			14,628
Loss on change in fair value of hedging arrangements		7,589			13,602			9,586
Write-off of fixed assets		135			107			238
Charges for acquisition of affiliate		—			5,519			—
Unusual charges (gains)		(1,200	)		546			—
Cumulative effect of accounting change		—			—			2,817
Gain on sale of assets		—			—			(100	)
Changes in assets and liabilities, net of acquired assets and liabilities:
Accounts receivable, net		13,118			1,786			(6,309	)
Prepaid expenses and other assets		(3,177	)		1,208			(1,949	)
Accounts payable and accrued expenses		(5,614	)		24,543			764
Net cash provided by operating activities		54,031			77,167			36,025
Investing Activities:
Purchases of property, equipment and other assets		(35,074	)		(45,837	)		(32,044	)
Acquisitions, net of cash acquired		(1,726	)		(107,174	)		(9,737	)
Proceeds from the licensing of internally-developed software		515			1,103			1,625
Proceeds from sale of property and equipment and other		—			—			400
Net cash used in investing activities		(36,285	)		(151,908	)		(39,756	)
Financing Activities:
Proceeds from issuance of common stock to parent		52,955			—			—
Contribution from issuance of common stock by parent		25,370			49,746			—
Proceeds from the issuance of short-term and long-term debt		3,960			—			764
Payment of deferred financing costs		(3,321	)		—			(1,681	)
Borrowings (payments) under revolving credit facilities, net		(6,000	)		6,000			(4,000	)
Repayments of short-term and long-term debt		(80,615	)		(5,137	)		(3,141	)
Contribution from primary stockholder		—			12,865			7,654
Contribution from minority interest		—			5,135			4,846
Other		(43	)		—			—
Net cash provided by (used in) financing activities		(7,694	)		68,609			4,442
Net Increase (Decrease) in Cash and Cash Equivalents		10,052			(6,132	)		711
Cash and Cash Equivalents, beginning of year		8,950			15,082			14,371
Cash and Cash Equivalents, end of year	$	19,002		$	8,950		$	15,082
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	63,382		$	62,332		$	69,732
Income taxes paid (received), net	$	(861	)	$	(1,623	)	$	(6,050	)
Liabilities and debt assumed in acquisitions	$	258		$	50,275		$	7,191
Net asset contribution from parent	$	42,964		$	74,564		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-6

CONCENTRA OPERATING CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

(in thousands, except share amounts)

	$ 0.01 Par Value Common Stock
	Number of Shares	Value		Paid-in Capital			Retained Deficit			Stockholder’s Equity
Balance, December 31, 1999	1,000	$	—	$	29,878		$	(43,075	)	$	(13,197	)
Amortization of deferred compensation	—		—		—			802			802
Restricted stock retirement	—		—		(508	)		—			(508	)
Tax benefits from parent (see Note 7)	—		—		9,459			—			9,459
Equity contribution from primary stockholder	—		—		7,654			—			7,654
Net loss	—		—		—			(9,539	)		(9,539	)
Balance, December 31, 2000	1,000		—		46,483			(51,812	)		(5,329	)
Amortization of deferred compensation	—		—		—			398			398
Restricted stock retirement	—		—		(495	)		—			(495	)
Tax benefits from parent (see Note 7)	—		—		5,515			—			5,515
Contribution from issuance of common stock by parent	—		—		124,310			—			124,310
Equity contribution from primary stockholder	—		—		12,865			—			12,865
Deemed dividend from acquisition of affiliate (see Note 4)	—		—		—			(32,152	)		(32,152	)
Net loss	—		—		—			(18,407	)		(18,407	)
Balance, December 31, 2001	1,000		—		188,678			(101,973	)		86,705
Amortization of deferred compensation	—		—		—			69			69
Tax benefits from parent (see Note 7)	—		—		211			—			211
Contribution from issuance of common stock by parent	—		—		68,334			—			68,334
Shares issued to parent	54		—		52,955			—			52,955
Modification of stock options and other	—		—		899			—			899
Deemed dividend from acquisition of affiliate (see Note 4)	—		—		—			(28,849	)		(28,849	)
Net loss	—		—		—			(3,553	)		(3,553	)
Balance, December 31, 2002	1,054	$	—	$	311,077		$	(134,306	)	$	176,771

The accompanying notes are an integral part of these consolidated financial statements.

F-7

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

Concentra Operating Corporation (the “Company” or “Concentra Operating”) is a leading comprehensive outsource solution for containing healthcare and disability costs. Serving the occupational, auto and group healthcare markets, Concentra Operating provides employers, insurers and payors with a series of integrated services which include employment-related injury and occupational health care, in-network and out-of-network medical claims review and re-pricing, access to specialized preferred provider organizations, first notice of loss or injury services, case management and other cost containment services. The Company provides these services through its health services (“Health Services”), network services (“Network Services”) and care management services (“Care Management Services”) segments. (See “Note 11, Segment Information”). Earnings per share has not been reported for the periods presented, as Concentra Operating is a wholly-owned subsidiary of Concentra Inc. (“Concentra Holding”) and has no publicly held shares.

The Company was formed in August 1997 by the merger of CRA Managed Care, Inc. and Occusystems, Inc. The name of the Company after the merger was Concentra Managed Care, Inc., which was subsequently changed to Concentra Inc. In August 1999, Concentra Holding was recapitalized in a transaction (the “1999 Recapitalization”) led by Welsh, Carson, Anderson & Stowe (“WCAS”). Prior to this date, Concentra Holding was a publicly-traded company. Immediately following the 1999 Recapitalization, Concentra Holding’s common stock was held by the following: WCAS—86%; funds managed by Ferrer Freeman and Company, LLC (“FFC”)—7%; and other investors—7%. In order to finance this acquisition and to effect the repurchase of all of Concentra Holding’s then outstanding publicly-held shares, WCAS, FFC and other investors contributed approximately $423.7 million in equity financing and raised $110.0 million of 14% senior discount debentures, $190.0 million of senior subordinated notes, and $375.0 million of senior term debt. Concurrent with the 1999 Recapitalization, Concentra Holding retired the assumed $327.7 million of convertible subordinated notes and contributed all of its operating assets, liabilities, and shares in its subsidiaries, with the exception of the 14% senior discount debentures, to Concentra Operating in exchange for all of Concentra Operating’s common stock. Concentra Holding’s debt is not guaranteed by Concentra Operating. The 1999 Recapitalization was valued at approximately $1.1 billion and was accounted for as a recapitalization transaction, with no changes to the historical cost basis of Concentra Holding or Concentra Operating assets or liabilities.

2. Summary of Significant Accounting Policies

(a) Consolidation

The consolidated financial statements include the accounts of all subsidiaries and joint ventures in which a controlling interest is held. Investments in certain joint ventures where the Company owns a 50% or less interest are accounted for on an equity basis and, accordingly, consolidated income includes the Company’s share of their income. For joint ventures where the Company owns a more than 50% interest, minority interests of $17.6 million and $20.8 million were included in other liabilities at December 31, 2002 and 2001, respectively. All significant intercompany accounts and transactions are eliminated in consolidation.

Physician and physical therapy services are provided at the Health Services centers under management agreements with affiliated physician groups (the “Physician Groups”), which are independently organized professional corporations that hire licensed physicians and physical therapists to provide medical services to the centers’ patients. The management agreements have original terms of 40-years and provide for the wide array of services that Health Services offers to the physician groups, such as: providing nurses and other medical support personnel, practice and facilities management, billing and collection, accounting, tax and financial management, human resource management, risk management, and marketing and information-based services. Health Services has a nominee shareholder relationship with the Physician Groups as defined in Emerging Issues Task Force Issue No. 97-2, Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician Practice Management Entities and Certain Other Entities with Contractual Management Arrangements, and as a result, the financial statements of the Physician Groups are consolidated. The Company’s management fees from the Physician Groups are calculated as a percentage of collected revenue net of compensation, benefits and other expenses incurred by the Physician Groups.

(b) Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. The carrying amount approximates fair value due to the short maturity of those instruments.

(c) Revenue Recognition

The Company generally recognizes revenue when it has persuasive evidence of an arrangement, the services have been provided to the customer, the sales price is fixed or determinable and collectibility is reasonably assured. The Company reduces revenue for estimated contractual allowances. In addition to the aforementioned general policy, the following are the specific revenue recognition policies of each segment of our operations.

F-8

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Health Services

Health Services consists of two primary components: (i) workers’ compensation injury care and related services; and (ii) non-injury healthcare services related to employer needs or statutory requirements. Revenue for both of these services is recognized as the services are performed. The provider reimbursement methods for workers’ compensation injury care and related services vary on a state-by-state basis. Currently, 40 states have fee schedules pursuant to which all healthcare providers are uniformly reimbursed. The fee schedules are determined by each state and generally prescribe the maximum amounts that may be reimbursed for a designated procedure. In the states without fee schedules, healthcare providers are reimbursed based on usual, customary and reasonable fees charged in the particular state in which the services are provided. Billings for services in states with fee schedules are included in revenue net of allowance for estimated differences between list prices and allowable fee schedule rates. Adjustments to the allowance based on final payment from the states are recorded upon settlement. The Company records the net revenue amount as accounts receivable.

Network Services

A portion of Network Services’ revenue is derived from fee schedule auditing prior to the related invoices being paid by the Company’s clients. The Company’s fees are normally based on the number and amount of charges reviewed and a percentage of savings achieved the Company’s our clients, who are then obligated to pay for these services. During the fee schedule audit process (i.e., medical bill review), each bill reviewed and audited is returned to the customer accompanied by an Explanation of Benefit (“EOB”). The EOB details the total savings with respect to the bill being reviewed as well as the amount owed to the Company as a percentage of savings identified and the line charge associated with the bill being reviewed. Because the majority of insurance claims are reviewed by Network Services prior to the customer’s review and payment of these claims and because some claims may have certain, pre-existing discount arrangements or disqualifying situations, the Company’s customers will request a refund or chargeback for these amounts previously invoiced to them when these situations occur. Accordingly, the Company records contractual allowances to reduce the revenue recorded for these services based upon an estimate of these discounts and chargebacks. The Company utilizes several methods to estimate unpresented discounts and chargebacks, including a review of our actual experience with contractual discounts and other factors.

Another portion of Network Services revenue relates to retrospective, or “post-payment” bill review services. In December 1999, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 101 (“SAB 101”), Revenue Recognition in Financial Statements. SAB 101 provides additional guidance in applying generally accepted accounting principles for revenue recognition in financial statements. SAB 101 implementation guidance issued by the SEC in the fourth quarter of 2000 required the Company to recognize revenue from its post-payment bill review services effectively on a cash basis. Prior to adoption of this standard, the Company recognized this revenue as savings were identified for its clients. The cumulative charge recognized in 2000 from this change in accounting principle was $2.8 million, net of tax effect of $2.3 million.

Care Management Services

Revenue for the Company’s case management and independent medical examinations businesses is recognized as the services are performed.

(d) Contractual and Bad Debt Allowances

Management estimates potential contractual and bad debt allowances relative to current period service revenue. Management analyzes historical collection adjustment experience when evaluating the adequacy of the contractual and bad debt allowances. Management must make significant judgments and estimates in determining contractual and bad debt allowances in any accounting period. One significant uncertainty in management’s analysis is whether the Company’s past experience will be indicative of future periods. Although management considers future projections when estimating contractual and bad debt allowances, they ultimately make their decisions based on the best information available to them at that time. The Company’s total bad debt provision charged to expense during the years ended December 31, 2002, 2001 and 2000, was $15.9 million, $12.7 million and $10.1 million, respectively. The Company’s total contractual provision offset against revenue during the years ended December 31, 2002, 2001 and 2000, was $53.7 million, $35.9 million and $41.9 million, respectively.

F-9

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounts receivable, net of related allowances, was comprised of the following at December 31 (in thousands):

	2002			2001
Accounts receivable	$	209,734		$	211,465
Bad debt allowances		(13,261	)		(9,333	)
Contractual allowances		(28,912	)		(20,375	)
Total allowances		(42,173	)		(29,708	)
Accounts receivable, net	$	167,561		$	181,757

(e) Inventories

Inventories primarily consist of medical supplies and related products held for resale and are valued at the lower of cost (first-in, first-out method) or market. Inventories are included in prepaid expenses and other current assets on the consolidated balance sheet.

(f) Property and Equipment

Property and equipment are recorded at cost or fair market value at the date of acquisition. Major expenditures for property, plant and equipment and those that substantially increase useful lives are capitalized.

Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and amortized over the estimated useful lives once the software is placed in service. Software training costs, maintenance and repairs are expensed as incurred. When assets are sold or otherwise disposed of, costs and related accumulated depreciation are removed from the financial statements and any resulting gains or losses are included in operating income. Property and equipment were comprised of the following, as of December 31 (in thousands):

	2002			2001
Land	$	2,612		$	2,775
Buildings and improvements		6,266			6,746
Leasehold improvements		65,198			57,974
Furniture and equipment		63,434			60,600
Computer hardware		78,372			72,468
Computer software		82,531			64,362
		298,413			264,925
Accumulated depreciation and amortization		(163,432	)		(122,681	)
	$	134,981		$	142,244

The Company provides for depreciation on property and equipment using straight-line and accelerated methods by charges to operations in amounts that allocate the cost of depreciable assets over their estimated lives as follows:

Asset Classification	Estimated Useful Life
Buildings and improvements	30–40 years
Leasehold improvements	The shorter of the life of lease or asset life
Furniture and equipment	7 years
Computer hardware	3–7 years
Computer software	3–5 years

(g) Goodwill and Other Intangible Assets

The Company assesses the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include the following:

• significant underperformance relative to expected historical or projected future operating results;

• significant changes in the manner of use of the acquired assets or the strategy for the overall business;

• significant negative industry or economic trends;

F-10

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

• significant decline in the Company’s public bond price for a sustained period; and

• significant decline in the Company’s estimated market capitalization relative to net book value.

Under generally accepted accounting principles, the Company is required to write down intangible assets if such assets are determined to be impaired. Under current accounting standards, an impairment of an intangible asset is considered to have occurred when the estimated undiscounted future cash flows related to the assets are less than the carrying value of the asset. Estimates of future cash flows involve consideration of numerous factors, depending upon the specific asset being assessed. Relevant factors in this assessment include estimates of future market growth rates, product acceptance and lifecycles, selling prices and volumes, responses by competitors, service delivery costs and assumptions as to other operating expenses. When the Company determines that the carrying value of intangible assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, it measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the Company’s current business model. Net identifiable intangible assets and goodwill amounted to $486.2 million as of December 31, 2002. The value of these projected discounted cash flows could be subject to change based on differences in the assumptions noted above.

In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. (“SFAS”) 141, Business Combinations (“SFAS 141”) and SFAS 142, Goodwill and Other Intangible Assets (“SFAS 142”). SFAS 141 addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. SFAS 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination, whether acquired individually or with a group of other assets, and the accounting and reporting for goodwill and other intangibles subsequent to their acquisition. These standards require all business combinations subsequent to June 30, 2001 to be accounted for using the purchase method of accounting. The Company adopted SFAS 141 and SFAS 142 effective January 1, 2002; however, certain provisions of these new standards also apply to any acquisitions concluded subsequent to June 30, 2001. Accordingly, the Company accounted for acquisitions subsequent to that date under provisions of these new standards. Under SFAS 142, goodwill and indefinite life intangible assets, such as the Company’s trademarks, are no longer amortized, but are subject to annual impairment tests. Impairment testing may be more frequent if there are interim “triggering” events, such as adverse revenue trends or adverse economic conditions. Other intangible assets with finite lives, such as customer lists and non-compete agreements, will continue to be amortized over their useful lives. In addition, assembled workforce is no longer defined as an acquired intangible asset under SFAS 141. Accordingly, the Company reclassified assembled workforce to goodwill in the first quarter of 2002 and, effective January 1, 2002, ceased amortizing goodwill and assembled workforce.

Under SFAS 142, the Company was required to test all existing goodwill and indefinite life intangibles for impairment as of January 1, 2002, on a reporting unit basis. A reporting unit is the operating segment unless, at businesses one level below that operating segment (the component level), discrete financial information is prepared and regularly reviewed by management, and the businesses are not otherwise aggregated due to having certain common characteristics, in which case such component is the reporting unit. A fair value approach is used to test goodwill and indefinite life intangibles for impairment. An impairment charge is recognized for the amount, if any, by which the carrying amount of goodwill and indefinite life intangibles exceeds its fair value. Fair values were established using projected cash flows. When available and as appropriate, comparative market multiples were used to corroborate projected cash flow results.

The Company completed the transitional implementation tests on a reporting unit basis under SFAS 142 for intangible assets with indefinite lives and goodwill and determined that no impairment existed at January 1, 2002. Additionally, SFAS 142 requires an annual goodwill impairment test be performed. The Company completed its 2002 annual impairment test of goodwill and determined that no impairment existed at July 1, 2002. The Company recorded no goodwill impairment charges during 2002, 2001 or 2000. The Company’s future earnings may periodically be affected in a materially adverse manner should particular segments of its goodwill balances become impaired pursuant to the valuation methodology.

A reconciliation of the previously reported net income for the years ended December 31, 2001 and 2000 to the amounts adjusted for the reduction of amortization expense, is as follows (in thousands):

	Years Ended December 31,
	2001			2000
Net income (loss):
As reported	$	(18,407	)	$	(9,539	)
Add: amortization expense adjustment		14,906			14,334
As adjusted	$	(3,501	)	$	4,795

F-11

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The net carrying value of goodwill and other intangible assets is comprised of the following, as of December 31 (in thousands):

	2002			2001
Amortized intangible assets, gross:
Customer contracts	$	6,190		$	5,886
Covenants not to compete		4,305			4,728
Customer lists		3,420			3,470
Servicing contracts		3,293			3,293
Licensing and royalty agreements		285			285
		17,493			17,662
Accumulated amortization of amortized intangible assets:
Customer contracts		(1,770	)		(252	)
Covenants not to compete		(1,411	)		(222	)
Customer lists		(2,430	)		(1,923	)
Servicing contracts		(384	)		(55	)
Licensing and royalty agreements		(123	)		(17	)
		(6,118	)		(2,469	)
Amortized intangible assets, net		11,375			15,193
Non-amortized intangible assets:
Goodwill		474,702			460,032
Assembled workforce		—			292
Trademarks		154			154
	$	486,231		$	475,671

The change in the net carrying amount of goodwill during the year ended December 31, 2002 is due to the reclassification of assembled workforce to goodwill of $0.3 million and $14.4 million of goodwill for acquisitions. The decrease in the net carrying amount of amortized intangible assets is primarily due to amortization.

The net carrying value of goodwill by operating segment is as follows, as of December 31 (in thousands):

	2002		2001
Health Services	$	243,726	$	226,376
Network Services		184,902		187,011
Care Management Services		46,074		46,645
	$	474,702	$	460,032

Amortization expense for intangible assets with finite lives was $3.8 million, $0.8 million and $0.3 million, respectively, for the years ended December 31, 2002, 2001 and 2000. Estimated amortization expense on intangible assets with finite lives for the five succeeding fiscal years is as follows (in thousands):

Years Ended December 31,
2003	$	3,900
2004		3,305
2005		2,031
2006		483
2007		393

F-12

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The value of goodwill and other intangible assets acquired was recorded at fair value. Through December 31, 2001, goodwill for acquisitions concluded through June 30, 2001 was amortized on a straight-line basis in accordance with Accounting Principles Board (“APB”) Opinion No. 16, Business Combinations over a period not to exceed 25 years. In accordance with SFAS 142, goodwill was not amortized for acquisitions concluded subsequent to June 30, 2001. Other intangibles were amortized on a straight-line basis over their estimated lives as follows:

Asset Classification	Estimated Useful Life
Customer contracts	2.5–4.0 years
Covenants not to compete	3.0–5.0 years
Servicing contracts	10.0 years
Customer lists	7.0 years
Assembled workforce	5.0 years
Licensing and royalty agreements	2.7 years
Trademarks	Indeterminate life

(h) Deferred Finance Costs

The Company capitalizes deferred finance costs and amortizes them on a straight-line basis over the life of the indebtedness. In conjunction with the issuance of certain 1999 Recapitalization indebtedness, the Company incurred $18.1 million in deferred finance costs, consisting primarily of underwriting fees. As part of the amendment of its credit facility in March 2000, the Company was required to pay a fee of $1.7 million to its lenders. Additionally, the Company paid $0.5 million in November 2001 for revisions of its credit facility covenants due to the acquisition of National Healthcare Resources, Inc. (“NHR”). The Company also paid $1.1 million and $2.2 million in June 2002 and November 2002, respectively, for credit facility amendments. In June 2002, the Company expensed $1.2 million of deferred financing fees, net of accumulated amortization, related to the early redemption of the Company’s 13% Senior Subordinated Notes. The Company expensed additional deferred financing fees of $0.4 million, net of accumulated amortization, in November 2002 related to prepayments on its credit facility. Deferred finance costs, net of accumulated amortization, of $12.7 million and $13.7 million were included in other assets at December 31, 2002 and 2001, respectively.

(i) Valuation of Hedging Arrangements

The Company has entered into certain arrangements that hedge a portion of its exposure to variable interest rates under the current debt agreements. As required by accounting standards, the Company:

• recognizes the fair value of hedging arrangements as assets or liabilities in the financial statements, and

• recognizes changes in the fair value of these derivatives in the statements of operations.

Third parties, including major banking institutions, provide the Company with estimates of fair values of the Company’s hedging arrangements, which reflect several factors, including relevant future market conditions, current bid-offer spreads and other market conditions. Valuations based on other models or different assumptions, including yield curve shifts, may result in significantly different valuation estimates and could cause significant non-cash charges to earnings relating to the change in the fair value of the interest rate hedges that the Company utilizes. The fair value of these hedges at December 31, 2002 and 2001 was a liability $33.5 million and $25.9 million, respectively.

(j) Valuation of Acquired Assets and Liabilities

Concentra Operating has grown through several strategic acquisitions over the last few years. In many cases, the Company utilizes in-house expertise to prepare internal purchase price allocations and determine the lives of the acquired assets. However, the Company may also utilize independent appraisers to assist in these efforts for larger or more complex acquisitions. The Company utilizes several valuation techniques in order to facilitate the estimates of these fair values, including: discounted cash flow analysis, replacement cost analysis and market comparables. These methods require significant assumptions regarding market conditions, operational integration issues, and the utilization of the underlying assets, which could change in the future and result in a significant impact on our earnings. Additionally, the Company is required to make estimates of restructuring liabilities incurred in connection with these assets. These estimates involve assumptions relating to the timing and cost of personnel reductions, facility lease charges and other related exit costs. Because of the inherent nature of these assumptions and techniques, it is reasonably possible that the Company could experience changes in estimated values, which could be material to earnings.

F-13

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During 2001 and 2002, the Health Services segment acquired a total of 18 occupational healthcare centers, in addition to the 12 centers obtained in the acquisition of substantially all of the assets and liabilities of OccMed Systems, Inc. (“OccMed”) on December 2, 2002 in a transaction valued at $16.6 million. Also on December 2, 2002, the Health Services segment acquired substantially all of the assets and liabilities of Em3 Corporation (“Em3”) in a transaction valued at $30.7 million. On November 12, 2001, the Network Services segment acquired the capital stock of HealthNetwork Systems LLC (“HNS”) in a transaction valued at $30.9 million. On November 20, 2001, the Company acquired all of the capital stock of NHR, in a transaction valued at $141.8 million. The individual assets and liabilities of each acquired company were recorded at fair value, reflecting amounts for (i) tangible assets and liabilities and (ii) intangible assets.

(k) Investments in Joint Ventures

Effective December 31, 2001, the Company paid $0.5 million to acquire a controlling interest in the two joint ventures that had historically been accounted for under the equity method. Accordingly, beginning January 1, 2002, the results for these joint ventures are consolidated with those of the Company. For the years ended December 31, 2001 and 2000, revenue for these entities was $7.4 million and $7.2 million, gross profit was $1.2 million and $1.5 million, and net income was $0.2 million and $0.4 million, respectively.

(l) Self-Insurance

The Company is self-insured for a portion of the current and prior years’ losses related to workers’ compensation, professional liability, general liability, automobile and certain employee health benefits. The Company’s self-insurance retention liability on a per claim basis ranges from $500 to $500,000. Liabilities in excess of these amounts are the responsibility of the insurer. The Company is self-insured for a portion of healthcare claims for eligible participating employees, subject to certain deductibles and limitations. The Company’s policy is to accrue reserve amounts for all reported claims and an estimate of reserves for claims incurred but not yet reported.

(m) Professional Liability Insurance Claims

Allowances for professional liability risks were $5.6 million at December 31, 2002. Provisions for losses related to professional liability risks are based upon actuarially determined estimates. Loss and loss expense allowances represent the estimated ultimate net cost of all reported and unreported losses incurred. The allowances for unpaid losses and loss expenses are estimated using individual case-basis valuations and statistical analyses. Those estimates are subject to the effects of trends in loss severity and frequency. The estimates are continually reviewed and adjustments are recorded as experience develops or new information becomes known. The changes to the estimated allowances are included in current operating results. Due to the considerable variability that is inherent in such estimates, there can be no assurance that the ultimate liability will not exceed management’s estimates.

(n) Foreign Currency Translation

All assets and liabilities of the Company’s Canadian offices are translated at the year-end exchange rate, while revenue and expenses are translated at the average exchange rate in effect at the time of the transaction. Cumulative translation adjustments were immaterial for the years ended December 31, 2002, 2001 and 2000.

(o) Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets are recognized for deductible temporary differences, net operating loss carryforwards and tax credit carryforwards if it is more likely than not that the tax benefits will be realized. To the extent a deferred income tax asset cannot be recognized under the preceding criteria, a valuation allowance has been established. We evaluate the recoverability of the deferred income tax assets and associated valuation allowance on a regular basis. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We evaluate a variety of factors on a regular basis to determine the amount of deferred income tax assets to recognize in the financial statements, including our recent earnings history, projected future taxable income, the number of years our net operating loss and tax credits can be carried forward, the existence of taxable temporary differences, and available tax planning strategies.

F-14

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(p) Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual amounts could differ from those estimates. Changes in estimates are recorded during the period of change.

(q) Reclassifications

Certain reclassifications have been made in the 2001 and 2000 financial statements to conform to classifications used in 2002. The Company’s bad debt expense for 2001 and 2000 of $12.7 million and $10.1 million, respectively, have been reclassified from revenue to cost of services to conform to the classifications used in 2002. This reclassification resulted from a change in 2002 in the Company’s process and methodology for estimating bad debt and contractual allowances. Following an extensive review of the Company’s accounts receivable history and collection experience that used new data provided by recently implemented information systems, the Company determined that additional contractual and bad debt allowances of $7.1 million were required as of March 31, 2002. This reserve increase related primarily to the Company’s Health Services segment, offset by reserve reductions in other segments. Total contractual and bad debt allowances on the Company’s accounts receivable were $42.2 million and $29.7 million at December 31, 2002 and 2001, respectively.

The consolidated balance sheet at December 31, 2001 and the consolidated statements of operations and cash flows for the years ended December 31, 2001 and 2000, have been adjusted to include recognition of a minority interest by the Company in the net loss of NHR. Effective November 1, 2001, the Company acquired all of the outstanding shares of capital stock of NHR. Because the Company’s controlling stockholder, WCAS, owned approximately 48% of the common voting equity in NHR, the acquisition was accounted for as a reorganization of entities under common control. Accordingly, the historical costs of NHR’s assets and liabilities were utilized to the extent of WCAS’ proportionate ownership interest in NHR and the remainder of the acquisition was accounted for under the purchase method of accounting, whereby assets and liabilities are “stepped-up” to fair value with the remainder allocated to goodwill. The Company recognized NHR’s historical net income and loss as a non-operating item in proportion to WCAS’ investment in NHR utilizing the equity method of accounting from August 17, 1999 through October 31, 2001.

Additionally, the consolidated balance sheet at December 31, 2001 and the consolidated statements of operations and cash flows for the years ended December 31, 2001 and 2000, have been adjusted to include the historical results of Em3 and OccMed. Effective December 1, 2002, the Company acquired substantially all of the assets and liabilities of Em3 and OccMed. Because the Company’s controlling stockholder, WCAS, also controlled these two acquired companies, the accounting for these acquisitions is viewed as a reorganization of entities under common control. Accordingly, the historical costs of the acquired companies’ assets and liabilities have been utilized as if WCAS contributed their interest in the acquired companies to the Company at their historical cost. The remainder acquired by the Company was accounted for under the purchase method of accounting in accordance with SFAS 141, whereby assets and liabilities are “stepped-up” to fair value with the remainder allocated to goodwill. Accordingly, the Company has consolidated Em3 and OccMed’s historical financial statements with those of the Company, and the equity interest of other investors, which are 34% for Em3 and 31% for OccMed, have been reflected as a minority interest in the Company’s financial statements for periods prior to December 1, 2002. The Company’s net loss for the eleven months ended November 30, 2002 and for the years ended December 31, 2001 and 2000 was increased by $6.6 million, $8.7 million and $2.7 million, respectively, as a result of the historical restatements for the Em3 and OccMed acquisitions.

As a result of items described above, the amounts reported in the consolidated financial statements of the Company differ from amounts previously reported in the Company’s Forms 10-K for the years ended December 31, 2001, and 2000 and Forms 10-Q for the quarters ended March 31, June 30 and September 30, 2002, 2001 and 2000. See “Note 4. Recent Acquisitions and Unusual Charges.”

3. Recent Accounting Pronouncements

In July 2001, the FASB issued SFAS 143, Accounting for Asset Retirement Obligations (“SFAS 143”). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred and capitalized as part of the carrying amount of the long-lived asset. The statement will be effective for fiscal years beginning after June 15, 2002. The Company does not anticipate any material financial impact upon the adoption of this statement.

F-15

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, (“SFAS 144”) which supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. The statement provides a single accounting model for long-lived assets to be disposed. The Company adopted SFAS 144 on January 1, 2002. The adoption did not have a material impact on the Company’s consolidated financial positions, results of operations or cash flows.

In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (“SFAS 145”). SFAS 145 concludes that gains or losses from debt extinguishments used as part of a company’s risk management strategy should not be classified as an extraordinary item, effective for fiscal years beginning after May 15, 2002 with early adoption encouraged. SFAS 145 also requires sale-leaseback accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions, effective for transactions occurring after May 15, 2002. This statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions, effective for financial statements issued on or after May 15, 2002. The Company adopted the provisions of this pronouncement for all related transactions in the second quarter of 2002. This adoption did not have a significant impact on the consolidated financial statements. The Company redeemed $47.5 million of its 13% Senior Subordinated Notes in July 2002 and prepaid $25.0 million of its senior term indebtedness in November 2002. In accordance with SFAS 145, the related losses from debt extinguishment were included in income from continuing operations in the third and fourth quarters of 2002. See “Note 5. Revolving Credit Facility and Long-Term Debt” for further discussion of this transaction.

In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS 146”). SFAS 146 addresses the accounting for costs to terminate a contract that is not a capital lease, costs to consolidate facilities and relocate employees, and involuntary termination benefits under one-time benefit arrangements that are not an ongoing benefit program or an individual deferred compensation contract. A liability for contract termination costs should be recognized and measured at fair value when either the contract is terminated or when the entity ceases to use the right conveyed by the contract. A liability for one-time termination benefits should be recognized and measured at fair value at the communication date if the employee would not be retained beyond a minimum retention period (i.e., either a legal notification period or 60 days, if no legal requirement exists). For employees who will be retained beyond the minimum retention period, a liability should be accrued ratably over the future service period. The provisions of SFAS 146 will be effective for disposal activities initiated after December 31, 2002. The Company does not anticipate any material financial impact upon the adoption of this statement.

In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”). FIN 45 elaborates on the existing disclosure requirements for most guarantees, including residual value guarantees issued in conjunction with operating lease agreements. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligation it assumes under that guarantee and must disclose that information in its interim and annual financial statements. The initial recognition and measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The Company’s adoption of FIN 45 did not have a material impact on its results of operations and financial position, as the Company’s credit agreements prohibit these types of guarantees.

In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based Compensation—Transition and Disclosure (“SFAS 148”). SFAS 148 amends SFAS 123, Accounting for Stock-Based Compensation (“SFAS 123”) to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The additional disclosure requirements of SFAS 148 are effective for fiscal years ending after December 15, 2002. The Company has elected to continue to follow the intrinsic value method of accounting as prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees, to account for employee stock options. See “Note 10, Stock Option Plans” for the disclosures required by SFAS 148.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”). FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A variable interest entity is a corporation, partnership, trust, or any other legal structures used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or other property. A variable interest

F-16

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

entity may be essentially passive or it may engage in research and development or other activities on behalf of another company. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply to all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The Company does not have any variable interest entities.

4. Recent Acquisitions and Unusual Charges

In December 2002, the Company acquired Em3, a privately-held company located in Addison, Texas. Since its inception in 2000, Em3 established a nationwide network of primary care physicians specializing in occupational healthcare. Its proprietary information systems and approach to the integration and management of workers’ compensation care attracted several large national employers as its clients. Em3’s business is complementary in nature to the Company’s businesses. Under the terms of the transaction, Concentra Holding issued approximately $30.1 million of its common stock to Em3’s equity holders through an exchange of Concentra Holding’s common stock for substantially all of the assets and liabilities of Em3. Because there has been no active trading market for Concentra Holding’s common stock, the board of directors relied upon independent valuation analyses, internal and other financial analyses and negotiation with the principal stockholders of Em3 to determine the fair value of the common stock and number of shares to issue in the transaction. Concurrently with the closing of the acquisition, Concentra Holding contributed the assets and liabilities of Em3 to the Company and subsequently repaid $0.6 million of Em3’s indebtedness to its largest stockholder, WCAS. This acquisition was financed through the use of cash on hand.

In December 2002, Concentra Holding also acquired OccMed, a privately-held company located in Addison, Texas, in a transaction valued at $16.6 million. OccMed, established in 2001, developed 12 occupational healthcare centers across six geographic markets in the United States. Under the terms of the transaction, Concentra Holding issued approximately $12.8 million of its common stock for OccMed’s assets and liabilities. Concurrent with this acquisition, Concentra Holding contributed the OccMed assets and liabilities to the Company and repaid $1.0 million of OccMed’s indebtedness to its largest stockholder, WCAS, and $2.8 million of other indebtedness. Because there has been no active trading market for Concentra Holding’s common stock, the board of directors relied upon independent valuation analyses, internal and other financial analyses and negotiation with the principal shareholders of OccMed to determine the fair value of the Company’s common stock and number of shares to issue in the transaction. This acquisition was financed through the use of cash on hand.

Because the Company is controlled by its primary stockholder, WCAS, and because WCAS also owned approximately 66% of Em3 and 69% of OccMed, the acquisition accounting for these transactions is viewed as a reorganization of entities under common control. Accordingly, the historical costs of Em3’s and OccMed’s assets and liabilities have been utilized as if WCAS contributed their 66% and 69% respective interests in Em3 and OccMed to the Company at their historical cost. The Company accounted for the remaining 34% of Em3 and 31% of OccMed under the purchase method of accounting in accordance with SFAS 141, whereby assets and liabilities are “stepped-up” to fair value; any purchase price in excess of the amounts allocated to identifiable intangible assets acquired was allocated to goodwill. The purchase price allocations for these acquisitions are preliminary and further refinements are likely to be made in 2003 based on additional information becoming available. The effective date of these acquisitions is December 1, 2002.

As the Company accounted for the acquisitions in a manner similar to a pooling, it retroactively restated its historical financial statements to consolidate the historical results of Em3 and OccMed beginning with the periods the entities were under the control of WCAS, which was 2000 for Em3 and 2001 for OccMed. The equity interests of other investors, which was 34% for Em3 and 31% for OccMed, was reflected as a “minority interest” in the Company’s financial statements for periods prior to the date of acquisition. Due to their historical net losses, the minority interest adjustments relating to the benefit associated with Em3’s and OccMed’s minority shareholder losses increased the Company’s other income by $3.3 million, $4.5 million and $1.2 million for the years ended December 31, 2002, 2001 and 2000, respectively. In connection with the Em3 acquisition, the Company expensed approximately $0.1 million in restructuring costs primarily associated with Em3’s employee severance and facilities consolidation costs. This amount was expensed pursuant to the standards of entities under common control accounting, and is reflective of the proportionate ownership percentage of WCAS as applied to the total amount of restructuring liabilities that occurred in connection with the acquisition.

Pursuant to the acquisition accounting discussed above, portions of the acquired assets were recorded at historical values and the remaining portion was “stepped up” to fair value. To reflect the deemed dividend to WCAS for their receipt of a portion of Em3’s and OccMed’s acquisition consideration, goodwill and retained earnings were both reduced by $20.0 million and $8.9 million, respectively. No contingent consideration exists related to this transaction.

F-17

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the recorded values of the Em3 and OccMed assets acquired and liabilities assumed at the date of acquisition, as determined by internal and third-party valuations ($ in thousands):

	Em3			OccMed
	Amortization life (in years)	As of December 1, 2002		Amortization life (in years)	As of December 1, 2002
Current assets		$	261		$	2,532
Property and equipment, net			2,791			5,070
Identifiable intangible assets:
Customer contracts	5		304			—
Customer lists			—	3		163
Goodwill			8,924			3,026
Other assets			2,667			28
			14,947			10,819
Current liabilities			940			4,517
Other long-term liabilities			3,400			173
Total liabilities assumed			4,340			4,690
Net assets acquired		$	10,607		$	6,129

The goodwill for Em3 and OccMed was assigned to the Health Services segment. The primary items that generated this goodwill are the synergies between the acquired businesses and the Company. None of the goodwill is expected to be deductible for tax purposes. These transactions occurred after June 30, 2001, and therefore, the acquired goodwill is not subject to amortization.

The following unaudited pro forma summary presents information as if Em3 and OccMed had been acquired as of the beginning of the periods presented. The pro forma amounts include certain adjustments, primarily to reflect the acquisition of the remaining equity interests from the minority stockholders, and do not reflect any benefits from economies that might be achieved from combining operations. The pro forma information does not necessarily reflect the actual results that would have occurred nor is it necessarily indicative of future results of operations of the combined companies. (in thousands)

	2002			2001
Pro forma revenue	$	999,050		$	856,903
Pro forma net loss		(6,790	)		(22,789	)

In connection with the Em3 acquisition, the Company recorded $0.5 million in restructuring costs primarily associated with professional fees, facilities consolidation costs and personnel reductions. Unusual charges of $0.5 million have been recorded to reflect transaction costs associated with the Em3 and OccMed acquisitions. Through December 31, 2002, the Company had paid approximately $0.3 million for professional fees and services, including legal and accounting fees. At December 31, 2002, approximately $0.1 million of the restructuring cost accrual remained for facility obligations with terms expiring through December 2003 and costs related to personnel reductions. The Company anticipates that the majority of the remaining liability will be used over the next 12 months.

In November 2001, the Company acquired all of the outstanding shares of capital stock of NHR, a privately held company located in New York City, in a transaction valued at $141.8 million. NHR, founded in 1992, provides care management and network services to the workers’ compensation and auto insurance industries on a national level. NHR’s businesses are complementary in nature to the Company’s Care Management and Network Services businesses. Concentra Holding issued $84.0 million of consideration to NHR’s equity and option holders through cash payments totaling $1.0 million and an exchange of approximately 3.8 million shares of its common stock for all of the outstanding shares and share equivalents of NHR. Because there has been no active trading market for Concentra Holding’s common stock, the board of directors relied upon independent valuation analyses, internal financial analyses and negotiation with the principal shareholders of NHR to determine the fair value of the common stock and number of shares to issue in the transaction. Concurrently with the closing of the acquisition, Concentra Holding contributed the capital stock and share equivalents of NHR to the Company and repaid $57.8 million of NHR’s indebtedness. Of this $57.8 million, (i) $19.5 million was financed through Concentra Holding’s sale of new common stock and warrants, which were subsequently contributed to the Company; and (ii) the remainder was financed through the use of cash on hand and by drawing down the Company’s existing revolving credit line.

Because the Company’s controlling stockholder, WCAS, owned approximately 48% of the common voting equity in NHR, the acquisition was accounted for as a reorganization of entities under common control. Accordingly, the historical costs of NHR’s assets

F-18

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and liabilities were utilized to the extent of WCAS’ proportionate ownership interest in NHR and the remainder of the acquisition was accounted for under the purchase method of accounting, whereby assets and liabilities are “stepped-up” to fair value with the remainder allocated to goodwill. The Company recognized NHR’s historical net income and loss as a non-operating item in proportion to WCAS’ investment in NHR utilizing the equity method of accounting from August 17, 1999 through October 31, 2001. Additionally, for financial statement purposes, WCAS’ historical equity interest in NHR as of August 17, 1999, was treated as a deemed contribution of equity to the Company, which has reflected the historical value of its presumed equity interest in NHR as a long-term investment in other assets on its consolidated balance sheet through the date of its acquisition of NHR on November 1, 2001. The presumed equity contribution as of August 17, 1999 was predicated on the premise that WCAS could have contributed its interest in NHR to the Company at the time it undertook its recapitalization transaction. NHR’s full results of operations are consolidated after November 1, 2001, the effective date of the acquisition.

Pursuant to the acquisition accounting discussed above, a portion of the acquired assets was recorded at historical values and the remaining portion was “stepped up” to fair value. To reflect the deemed dividend to WCAS for their receipt of a portion of NHR’s acquisition consideration, goodwill and retained earnings were both reduced by $32.2 million. No contingent consideration exists related to this transaction. The following table summarizes the recorded values of the assets acquired and liabilities assumed at the date of acquisition, as determined by internal and third-party valuations ($ in thousands).

	Amortization life (in years)	As of November 1, 2001
Current assets		$	32,878
Property and equipment			16,307
Identifiable intangible assets:
Customer contracts	4		5,611
Covenants not to compete	3		2,016
Servicing contracts	10		3,293
Trademarks and other	Indefinite		153
Goodwill			100,357
			160,615
Current liabilities			31,080
Long-term debt			56,984
Other long-term liabilities			20,202
Total liabilities assumed			108,266
Net assets acquired		$	52,349

The weighted average life of the amortizable intangible assets purchased from NHR is 5.5 years. The $100.4 million of goodwill was assigned to the Network Services and Care Management Services segments in the amounts of $53.7 million and $46.7 million, respectively. The primary items that generated this goodwill are the value of the acquired assembled workforce and the synergies between the acquired business and the Company. None of the goodwill is expected to be deductible for tax purposes. The transaction occurred after June 30, 2001, and therefore, the acquired goodwill is not subject to amortization. Liabilities assumed in the acquisition include a long-term liability of $9.4 million, which requires Concentra Holding to deliver a specified number of shares of its common stock to certain individuals who were stock option holders of NHR on the earlier of six months after an initial public offering by Concentra Holding or the passage of seven years. This liability is reflected on the Company’s consolidated balance sheet as an other long-term liability.

The following unaudited pro forma summary presents information as if NHR had been acquired as of the beginning of the periods presented. The pro forma amounts include certain adjustments, primarily to recognize depreciation and amortization based on the allocated purchase price of NHR’s assets, and do not reflect any benefits from economies which might be achieved from combining operations. The pro forma information does not necessarily reflect the actual results that would have occurred nor is it necessarily indicative of future results of operations of the combined companies. (in thousands)

	2001			2000
Pro forma revenue	$	977,623		$	901,802
Pro forma net loss		(18,471	)		(9,272	)

In connection with the NHR acquisition, the Company recorded $6.0 million in asset write-downs and $6.8 million in restructuring costs primarily associated with employee severance and facilities consolidation costs. Of this $12.8 million, $5.5 million was recognized in 2001 as a charge for the acquisition of affiliate and reflects WCAS’ proportionate ownership percentage in NHR as

F-19

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

applied to the total amount of asset write-downs and restructuring liabilities that occurred in connection with the acquisition. The Company recorded unusual charges of $0.5 million to reflect employee severance and facility consolidation costs associated with the Company’s facilities. The Company recorded the remaining $6.8 million, which is reflective of the remaining non-WCAS proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities that occurred in connection with the acquisition, under the purchase method of accounting. Through December 31, 2002, the Company used $6.0 million associated with asset write-downs and had paid approximately $0.9 million for professional fees and services, including legal, accounting and regulatory fees, $2.9 million in facility consolidations, $1.5 million in costs related to personnel reductions and $0.1 million for other unusual costs. In the last half of 2002, the Company recorded an additional $0.6 million to the restructuring cost accrual due primarily to increased estimates for personnel and facility termination costs. At December 31, 2002, approximately $2.0 million of the restructuring cost accrual remained for facility obligations with terms expiring through February 2006, costs related to personnel reductions and other unusual charges. The Company anticipates that the majority of the remaining liability will be used over the next 12 months.

In November 2001, the Company acquired all of the outstanding capital stock of HNS, a privately held company located in Naperville, Illinois, in a transaction valued at approximately $30.9 million. Concentra Holding financed this acquisition primarily through the sale of its equity. Concentra Holding exchanged this cash and other consideration for all of HNS’ capital stock. Concurrent with the closing of the acquisition, Concentra Holding contributed the capital stock of HNS and $0.8 million of cash to the Company, and the Company repaid approximately $0.8 million of HNS’ indebtedness. HNS, founded in 1999, provided network management services such as provider bill re-pricing and provider data management for health plans and other payors working with multiple preferred provider organization networks. These services are complementary to the Company’s existing services. Steven E. Nelson, one of the Company’s directors, was the President and Chief Executive Officer of HNS. Mr. Nelson and certain other of the Company’s directors and management owned approximately 46.1% of the equity in HNS. All of HNS’ assets, including its contracts, equipment, intangibles and goodwill, as well as all of its liabilities, have become the Company’s and were recorded at fair value utilizing the purchase method of accounting. The fair values of the acquired assets and liabilities were determined by internal financial analyses and third-party valuations. The $26.1 million of goodwill was assigned to the Network Services segment and was reduced by $1.5 million in 2002 primarily due to certain purchase adjustments. The primary items that generated this goodwill are the value of the acquired assembled workforce and the synergies between the acquired business and the Company. The goodwill is expected to be deductible for tax purposes. The transaction occurred after June 30, 2001, and therefore, the acquired goodwill is not subject to amortization.

Health Services acquired three centers in two transactions in 2002 and 15 centers in six transactions in 2001. The Company paid approximately $2.8 million and $25.8 million, net of cash acquired, and recorded approximately $3.0 million and $27.0 million for goodwill in 2002 and 2001, respectively. No contingent consideration exists related to these transactions. All of the acquisitions have been accounted for using the purchase method of accounting and, accordingly, the purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values at the dates of acquisition. Some of those estimates are preliminary and subject to further adjustment.

The following are rollforwards of the unusual cost reserves related to the acquisitions of NHR in 2001 and Em3 and OccMed in 2002 recorded by the Company in 2001 and 2002 (in thousands):

	Beginning Of Year		Accrued		Usage			End Of Year
Fourth Quarter 2001 Accrual
2001	$	—	$	6,723	$	(1,050	)	$	5,673
2002		5,673		621		(4,300	)		1,994
Fourth Quarter 2002 Accrual
2002	$	—	$	454	$	(304	)	$	150
Total
2001	$	—	$	6,723	$	(1,050	)	$	5,673
2002		5,673		1,075		(4,604	)		2,144

F-20

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5. Revolving Credit Facility and Long-Term Debt

The Company’s long-term debt as of December 31, 2002 and 2001 consisted of the following (in thousands):

	December 31,
	2002			2001
Term Facilities:
Tranche B due 2006	$	224,626		$	243,750
Tranche C due 2007		112,314			121,875
13.0% Senior Subordinated Notes due 2009		142,500			190,000
Other		386			856
		479,826			556,481
Less: Current maturities		(3,825	)		(4,211	)
Long-term debt, net	$	476,001		$	552,270

The Company had no revolving credit borrowings at December 31, 2002 and revolving credit borrowings of $6.0 million at December 31, 2001. As of December 31, 2002 and 2001, accrued interest was $11.4 million and $13.7 million, respectively.

On August 17, 1999, the Company entered into a $475 million credit agreement (the “Credit Facility”) with a consortium of banks, providing for $375 million in term loans and a $100 million revolving credit facility (the “Revolving Credit Facility”). The $375 million in term loans were issued as a $250 million term loan (the “Tranche B Term Loan”) and a $125 million term loan (the “Tranche C Term Loan”) bearing interest, at the Company’s option, at the Applicable Base Rate (“ABR”), as defined, plus 2.25% and 2.50%, respectively, or the one, two, three, or six month Eurodollar Rate, as defined, plus 3.25% and 3.50%, respectively. The Tranche B Term Loan matures on June 30, 2006, and requires quarterly principal payments of $0.6 million through June 30, 2005, and $58.8 million for each of the remaining four quarters. The Tranche C Term Loan matures on June 30, 2007, and requires quarterly principal payments of $0.3 million through June 30, 2006, and $29.1 million for each of the remaining four quarters. The Revolving Credit Facility provides for borrowing up to $100 million and matures on August 17, 2005. The Credit Facility contains prepayment requirements that occur if the Company’s financial performance exceeds certain prescribed levels. If the Company has excess cash flow, as defined in the agreement, the Company is subject to mandatory principal repayments. The Company has not been required to make prepayments under this provision. However, management anticipates that the Company may meet these requirements in future periods, based upon their financial projections.

On March 21, 2000, the Company and its lenders amended and restated the Credit Facility. Under the terms of the amended agreement, the financial compliance ratios were modified to allow for increased leverage through September 2003 and decreased interest coverage through September 2004, as compared to the original agreement. In order to receive these amended ratios, the amended agreement provides for an interest rate increase of 0.75% on outstanding borrowings under the Credit Facility. Under the terms of the amended Credit Facility, the Tranche B Term Loan and Tranche C Term Loan bear interest, at the Company’s option, at the ABR, as defined, plus 3.00% and 3.25%, respectively, or the Eurodollar Rate, as defined, plus 4.00% and 4.25%, respectively. Interest on borrowings under the amended Revolving Credit Facility is payable, at the Company’s option, at ABR or the Eurodollar Rate plus a margin, which is based on the Company’s leverage ratio. The margins on outstanding borrowings under the Revolving Credit Facility at December 31, 2001, were 2.25% and 3.25% over ABR and the Eurodollar Rate, respectively. As a part of the amendment, the Company was also required to pay a fee of $1.7 million to lenders approving the amendment. The amendment fee was capitalized as deferred financing costs and will be amortized over the remaining life of the Credit Facility.

On June 14, 2002, the Company and its lenders further amended the Credit Facility. Under the terms of the amended agreement, the financial compliance ratios were modified to allow for increased leverage coverage through September 2004 and decreased interest coverage through December 2004, as compared to the previously amended agreement. As part of the amendment, the Company was also required to pay a fee of $1.1 million to lenders approving the agreement. The amendment fee was capitalized as deferred financing costs and will be amortized over the remaining life of the Credit Facility.

On November 20, 2002, the Company and its lenders executed a third amendment to the Credit Facility. Under the terms of the amended agreement, the financial compliance ratios were modified to allow for increased leverage coverage through June 2005 and decreased interest coverage through June 2005, as compared to the previously amended agreement. The amendment also included provisions that enabled the Company to proceed with its acquisitions of Em3 and OccMed. As part of the amendment, the Company was also required to pay a fee of $2.2 million to lenders approving the agreement. The amendment fee was capitalized as deferred financing costs and will be amortized over the remaining life of the Credit Facility. A failure to comply with these and other financial compliance ratios could cause an event of default under the Credit Facility which could result in an acceleration of the related

F-21

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

indebtedness before the terms of that indebtedness otherwise require the Company to pay that indebtedness. Such an acceleration would also constitute an event of default under the indentures relating to the Company’s 13% Senior Subordinated Notes (“13% Subordinated Notes”) and could also result in an acceleration of the 13% Subordinated Notes before the indentures otherwise require the Company to pay the notes.

Also on November 20, 2002 in connection with the amendment of Concentra Operating’s Credit Facility, Concentra Holding completed the sale of $25.0 million of its common stock to its primary equity sponsors and contributed the proceeds to Concentra Operating. The Company subsequently prepaid $16.7 million and $8.3 million of its Tranche B Term Loan and Tranche C Term Loan, respectively, on November 25, 2002, and expensed previously capitalized deferred financing fees of $0.4 million, net of accumulated amortization.

The ABR, as defined, and the Eurodollar Rate, as defined, were 4.25% and 1.4%, respectively, at December 31, 2002, and 4.75% and 1.9%, respectively, at December 31, 2001. Commitment fees on the unused Revolving Credit Facility borrowings are 0.5% per annum. The weighted-average interest rates for the borrowings under the Tranche B Term Loan were 5.4% and 6.0% and under the Tranche C Term Loan were 5.7% and 6.3% at December 31, 2002 and 2001, respectively. The weighted-average interest rate for the borrowings under the Revolving Credit Facility was 7.0% at December 31, 2001.

The Credit Facility requires the Company to enter into interest rate hedge agreements for the purpose of reducing the effect of variable interest rate fluctuations on a certain portion of the Credit Facility. Accordingly, the Company entered into an interest rate collar agreement on November 17, 1999, which it subsequently amended on May 17, 2000. The interest rate collar agreement converts $200 million of certain variable rate debt to fixed rates. This agreement expires November 17, 2004. Under the agreement, the Company generally pays and receives the three month LIBOR rate (the “Swap Rate”) to and from the counterparty on the notional amount subject to the following limitations: the minimum rate the Company pays is 6.3% when the Swap Rate is less than 5.9%; the maximum rate the Company pays is 6.3%, unless the Swap Rate is greater than 7.5% and less than 8.5%; and, if the Swap Rate was greater than 8.5%, the Company paid 8.5% until November 17, 2002. After November 17, 2002 through the maturity of the agreement, there is no maximum rate the Company pays if the Swap Rate exceeds 7.5%.

The Company entered into an additional interest rate collar agreement on May 17, 2000. This agreement converts $100 million of certain variable rate debt to fixed rates and expires on May 17, 2005. Under the terms of this agreement, the Company generally pays and receives the Swap Rate to and from the counterparty on the notional amount subject to the following restrictions: the minimum rate the Company pays is 7.05% when the Swap Rate is less than 6.0%; the maximum rate the Company pays is 7.05%, unless the Swap Rate is greater than 8.25%. Through the maturity of the agreement, there is no maximum rate the Company pays if the Swap Rate exceeds 8.25%.

In connection with the NHR acquisition in November 2001, the Company assumed an interest rate collar agreement, which converts $23.6 million of certain variable rate debt to fixed rates and expires on May 19, 2003. Under the terms of this agreement, the Company generally pays and receives the Swap Rate to and from the counterparty on the notional amount subject to the following restrictions: the minimum rate the Company pays is 6.5% when the Swap Rate is less than that amount; the maximum rate the Company pays is 8.0% when the Swap Rate is greater than that amount; and if the Swap Rate is between 6.5% and 8.0%, the Company pays the Swap Rate. At May 19, 2003, the counterparty has the option, for one day, to fix the interest rate at 7.11% for an additional two years.

In June 1998, the FASB issued SFAS 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), as amended, which is effective for fiscal years beginning after June 15, 2000, unless adopted earlier. SFAS 133 establishes additional accounting and reporting standards for derivative instruments and hedging activities and requires that an entity recognize the fair value of all hedging arrangements as assets or liabilities in the financial statements. It also requires the recognition of changes in the fair value of these derivatives. These market value adjustments are to be included either in the income statement or other comprehensive income (equity), depending on the nature of the hedged transaction.

During 2000, the Company adopted SFAS 133, and, as a result, subsequent changes in the fair value of its interest rate hedging arrangements, including the Company’s interest rate collar agreements, will be recognized each period in earnings. All earnings adjustments resulting from changes in the fair values of the interest rate collars are non-cash charges or credits and do not impact cash flows from operations or operating income. There have been, and may continue to be, periods with significant non-cash increases or decreases to the Company’s earnings relating to the change in the fair value of the interest rate collars. Further, if the Company holds each of these collars to maturity (2004 and 2005), the earnings adjustments will offset each other on a cumulative basis and will ultimately equal zero. In 2000, the Company reduced its interest expense by $0.6 million through net cash received from the counterparty payments under these collars. In 2001 and 2002, the Company increased its interest expense by $6.6 million and $15.5 million, respectively through net cash paid to the counterparty under these collars.

F-22

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The 13% Subordinated Notes were issued on August 5, 1999 for $190 million and are general unsecured indebtedness with semi-annual interest payments due on February 15 and August 15 commencing on February 15, 2000. On July 24, 2002, as allowed by the indenture to the 13% Subordinated Notes and as elected by the Company, the Company redeemed 25% of the original face value of the 13% Subordinated Notes through payment of an amount equal to 113% of the face value of the notes redeemed. The redemption is described more fully below. The Company can also redeem the remaining $142.5 million principal balance of the 13% Subordinated Notes on or after August 15, 2004 at 106.5% of the principal amount with the redemption premium decreasing annually to 100.0% of the principal amount on August 15, 2008.

On June 25, 2002, Concentra Holding entered into a $55.0 million bridge loan agreement (“Bridge Loan”) with affiliates of Salomon Smith Barney and Credit Suisse First Boston. The loans bear interest, at Concentra Holding’s option, at the Base Rate, as defined, plus 0.50%, or the Eurodollar Rate, as defined, plus 1.5%. The Bridge Loan matures on June 24, 2004 and requires no cash interest payments until maturity. The Bridge Loan is guaranteed by WCAS and WCAS Capital Partners III, L.P. As part of the agreement, Concentra Holding was required to pay fees of $1.0 million to the lenders approving the agreement and $0.7 million to the loan guarantors. These fees were capitalized by Concentra Holding as deferred financing costs and will be amortized over the life of the Bridge Loan. Pursuant to action by the Company’s board of directors, Concentra Operating then issued 54 shares of its common stock to Concentra Holding for $53.3 million of cash. On July 24, 2002, these proceeds were used to redeem 25%, or $47.5 million, of the Company’s outstanding 13% Subordinated Notes, pursuant to the provisions of the indenture. In connection with the July redemption, the Company paid a $6.2 million premium over the face value of the redeemed bonds and accrued interest of $2.7 million. Concurrently, the Company expensed approximately $1.2 million of related existing deferred financing fees and other expenses associated with this early redemption. In accordance with SFAS 145, these debt extinguishment costs were included in income from continuing operations in the third quarter of 2002.

The 13% Subordinated Notes are guaranteed on a joint and several basis by each and every current wholly-owned subsidiary, the results of which are consolidated in the results of the Company. The guarantees are full and unconditional. The Company has certain subsidiaries that are not wholly-owned and do not guarantee the 13% Subordinated Notes. Separate financial statements for the guarantor and non-guarantor subsidiaries are not presented as management believes such financial statements would not be meaningful to investors. See “Note 14. Condensed Consolidating Financial Information.”

The Credit Facility and the 13% Subordinated Notes contain certain customary covenants, including, without limitation, restrictions on the incurrence of indebtedness, the sale of assets, certain mergers and acquisitions, the payment of dividends on the Company’s capital stock, the repurchase or redemption of capital stock, transactions with affiliates, investments, cross default provisions with other indebtedness of Concentra Operating and Concentra Holding, capital expenditures and changes in control of the Company. Under the Credit Facility, the Company is also required to satisfy certain financial covenant ratio tests including leverage ratios, interest coverage ratios and fixed charge coverage ratios. The Company was in compliance with its covenants, including its financial covenant ratio tests, in 2001 and 2002. While less restrictive than previous requirements, these amended ratio tests become more restrictive for future quarters compared to the levels that the Company was required to meet for 2001 and the first three quarters of 2002. The Company’s ability to be in compliance with these more restrictive ratios will be dependent on its ability to increase its cash flows over current levels. The Company’s obligations under the Credit Facility are secured by a pledge of stock in the Company’s subsidiaries and a pledge of the Company’s and its subsidiaries’ assets. The Company believes it will be in compliance with the covenants for the next twelve months.

On February 15, 2002, OccMed entered into a $2.5 million revolving promissory note. OccMed could request advances against the note through January 31, 2003. The note was to mature February 14, 2003 at which time all principal and accrued interest was due. Interest accrued on outstanding note advances at an annual rate of 18%. Subsequent to the OccMed acquisition, the Company repaid the outstanding principal and accrued interest balance of $2.8 million on December 2, 2002.

On October 1, 2002, Em3 and OccMed entered into revolving promissory notes for $1.0 million and $1.2 million, respectively, with their largest stockholder, WCAS. Em3 and OccMed could request advances against the notes through January 31, 2003. The notes were to mature April 1, 2003 at which time all principal and accrued interest was due. Interest accrued on outstanding note advances at an annual rate of 18%. Subsequent to the Em3 and OccMed acquisitions, the Company repaid on December 2, 2002 the outstanding principal and accrued interest balances for Em3 and OccMed of $0.6 million and $1.0 million, respectively.

F-23

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6. Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, and accounts payable, approximate fair value because of the short maturity of those instruments. The fair value of the Company’s borrowings under the Credit Facility was $323.5 million and $372.6 million, as of December 31, 2002 and 2001, respectively. The fair value of the Company’s 13% Subordinated Notes was $143.2 million and $207.1 million at December 31, 2002 and 2001, respectively. As determined by estimating the amount the Company would pay or receive to terminate the interest swap agreement, the fair value of the interest rate collar agreements at December 31, 2002 and 2001 was a $33.5 million liability and a $25.9 million liability, respectively. The fair values of the financial instruments were determined utilizing available market information. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts.

The financial instrument that potentially subjects the Company to concentrations of credit risk is accounts receivable. Mitigating factors related to the Company’s accounts receivable are that they are spread over a large customer base and various product lines that the Company offers. Further, the Company does monitor the financial performance and credit worthiness of its large customers, and regularly reviews outstanding accounts receivable balances.

7. Income Taxes

The provision for income taxes from continuing operations consisted of the following for the years ended December 31 (in thousands):

	2002			2001			2000
Current:
Federal	$	211		$	5,515		$	(1,834	)
State		3,490			2,506			2,619
		3,701			8,021			785
Deferred:
Federal		1,556			(6,176	)		3,379
State		(678	)		(867	)		604
		878			(7,043	)		3,983
Total	$	4,579		$	978		$	4,768

Income taxes were allocated as follows for the years ended December 31 (in thousands):

	2002		2001		2000
Continuing operations	$	4,579	$	978	$	4,768
Cumulative effect of accounting change		—		—		2,333
Total income taxes	$	4,579	$	978	$	7,101

Significant items included in deferred income tax liabilities and deferred income tax assets were as follows at December 31 (in thousands):

	2002			2001
Deferred income tax assets:
Bad debt allowances	$	14,230		$	7,883
Depreciation		12,010			2,415
Net operating loss carryforwards		30,925			13,685
Fair value of hedging arrangements		13,131			10,155
Accrued expenses and reserves		6,349			7,803
Other		5,320			4,830
		81,965			46,771
Valuation allowance		(31,994	)		(11,484	)
Deferred income tax assets	$	49,971		$	35,287
Deferred income tax liabilities:
Goodwill	$	25,607		$	19,090
Software development costs		23,900			12,168
Other		464			2,512
Deferred income tax liabilities	$	49,971		$	33,770
Net deferred income tax asset	$			$	1,517

F-24

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The consolidated balance sheets include in other assets $26.3 million and $17.7 million of long-term deferred income tax assets at December 31, 2002 and 2001, respectively.

The valuation allowance for deferred income tax assets was $32.0 million and $11.5 million as of December 31, 2002 and 2001, respectively. The net change in the total valuation allowance was $20.5 million and $4.6 million for the years ended December 31, 2002 and 2001, respectively. The valuation allowance of $32.0 million at December 31, 2002, includes $3.1 million which, if reversed in future periods, would reduce goodwill. The Company evaluates the recoverability of the deferred income tax assets and associated valuation allowance on a regular basis. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company evaluates a variety of factors on a regular basis to determine the amount of deferred income tax assets to recognize in the financial statements, including the Company’s recent earnings history, projected future taxable income, the number of years the Company’s net operating loss and tax credits can be carried forward, the existence of taxable temporary differences, and available tax planning strategies.

The Company’s tax provision attributable to continuing operations differs from the federal statutory rate as follows for the years ended December 31 (in thousands):

	2002		%	2001			%		2000			%
Tax provision (benefit) at federal statutory rate	$	359	35.0	$	(5,128	)	(35.0	)	$	(826	)	(35.0	)
Non-deductible expenses		551	53.7		2,710		18.5			2,974		126.0
State taxes (net of federal effect)		2,232	217.5		1,032		7.0			2,009		85.1
Deferred income tax asset valuation allowance		1,385	135.0		3,041		20.8			954		40.4
Other items, net		52	5.1		(677	)	(4.6	)		(343	)	(14.5	)
Effective income tax provision and rate prior to tax provision (benefit) from income (loss) of acquired affiliate		4,579	446.3		978		6.7			4,768		202.0
Tax provision (benefit) from income (loss) of acquired affiliate		—	—		2,779		19.0			(406	)	(17.2	)
Total income tax provision and effective rate	$	4,579	446.3	$	3,757		25.7		$	4,362		184.8

These financial statements reflect a tax provision for the Company as if it filed its own tax return. The Company, however, is included in the consolidated tax return of Concentra Holding. The Company’s deferred tax asset reflects the tax benefit of losses generated by Concentra Holding, as this deferred tax asset was contributed to the Company in 2002 and 2001 by Concentra Holding and permanently reduces the Company’s taxes payable.

The Company has available net operating losses carryforwards for federal income tax purposes of $88.4 million that will be available to reduce future taxable income. The utilization of the net operating losses (“NOL’s”) is subject to certain limitations under federal income tax laws. In certain instances, such NOL’s may only be used to reduce future taxable income of the respective entity that generated the NOL’s. The NOL’s have a carryforward period of fifteen to twenty years depending on the year generated. No NOL’s expire in 2003 to 2007, $0.7 million of NOL’s expire in 2008 to 2017, and $87.7 million of NOL’s expire in 2018 to 2022.

8. Commitments and Contingencies

The Company leases certain corporate office space, operating and medical facilities, and office and medical equipment under various non-cancelable operating and capital lease agreements. Certain facility leases require the Company to pay operating costs and real estate taxes.

The following is a schedule of rent expense by major category for the years ended December 31 (in thousands):

	2002		2001		2000
Facilities	$	38,698	$	31,656	$	27,457
Office equipment		5,071		4,667		3,864
Automobiles		1,924		2,237		2,193
Total rent expense	$	45,693	$	38,560	$	33,514

F-25

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following is a schedule of future minimum lease payments under noncancelable operating leases for the years ending December 31 (in thousands):

2003	$	41,486
2004		32,636
2005		22,560
2006		15,735
2007		10,610
Thereafter		16,323
	$	139,350

The Company is party to certain claims and litigation initiated in the ordinary course of business. The Company is not involved in any legal proceeding that it believes will result, individually or in the aggregate, in a material adverse effect upon its financial condition or results of operations.

9. Employee Benefit Plans

(a) Concentra 401(k) Plan

The Company has a defined contribution plan (the “Concentra 401(k) Plan”) pursuant to which employees who are at least 21 years of age and who have completed at least six months of service are eligible to participate. Effective January 1, 2001, employees who are 21 years of age and who have completed 1,000 hours of service within a consecutive 12 month period of service are immediately eligible to participate in the Concentra 401(k) Plan. For 2002, participants in the Concentra 401(k) Plan may not contribute more than the lesser of a specified statutory amount or 25% of his or her pretax eligible compensation. For 2001 and 2000, participants in the Concentra 401(k) Plan could not contribute more than the lesser of a specified statutory amount or 15% of his or her pretax eligible compensation.

Under the Concentra 401(k) Plan, the Company has the option of matching a portion of the participants’ pretax contributions. The Concentra 401(k) Plan permits, but does not require, additional matching contributions of up to 50% of participants’ pretax contributions up to a maximum of 6% of compensation by the Company. Employees are 100% vested in their own contributions, while Company contributions vest 20% per year of service with employees being fully vested after 5 years. For 2002 and 2001, the Company elected to match 25% of elective deferral contributions up to a maximum, in the case of each eligible employee, of 4% of such employee’s eligible compensation subject to a maximum eligible compensation of $30,000. For the 2000 plan year, the Company elected to match 50% of elective deferral contributions up to a maximum, in the case of each eligible employee, of 4% of such employee’s eligible compensation.

The Company has expensed $1.0 million, $3.5 million and $3.5 million for the years ended December 31, 2002, 2001 and 2000, respectively, for matching contributions to the Concentra 401(k) Plan. In the first quarter of 2002, the Company reversed $2.9 million of the 2001 expense, due to a change in estimate in the matching contribution paid in 2002 from the amount anticipated at the end of 2001.

(b) NHR 401(k) Plan

NHR had a defined contribution plan (the “NHR 401(k) Plan”) with terms similar to the Concentra 401(k) Plan. This plan merged into the Concentra 401(k) Plan on July 1, 2002. The Company expensed $0.1 million in 2001 for matching contributions to the NHR 401(k) Plan.

10. Stock Option Plans

All information presented below relates to Concentra Holding stock and stock option activity.

(a) Concentra 1997 Long-Term Incentive Plan

Concentra Holding granted certain awards with respect to shares under Concentra Holding’s 1997 Long-Term Incentive Plan (the “1997 Incentive Plan”). The awards granted under the 1997 Incentive Plan included stock options that do not qualify as incentive stock options and restricted stock. Generally each stock option grant vested ratably over a five year period, subject to continued employment, with a ten year term. The 108,000 restricted shares granted under the 1997 Incentive Plan that remained at December 31,

F-26

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2002 were to vest on August 1, 2003. However, on March 27, 2003, Concentra Holding’s board and stockholders deferred the vesting for these shares to the earlier of an initial public offering of Concentra Holdings or August 1, 2005. For the years ended December 31, 2001 and 2000, the Company recorded amortization of $0.4 million and $0.8 million, respectively, in connection with the deferred compensation associated with the restricted stock grants. Simultaneous with the 1999 Recapitalization, no additional awards can be made under the 1997 Incentive Plan. Only that number of shares of Concentra Holding stock issuable upon exercise of awards granted under the 1997 Incentive Plan as of the 1999 Recapitalization were reserved for issuance by Concentra Holding. During 2002, 2001 and 2000, 6,375, 57,250 and 68,250 options were canceled, respectively under the 1997 Incentive Plan. During 2002 and 2001, 40,875 and 15,000 options were exercised, respectively. No options were exercised in 2000 under the 1997 Incentive Plan.

(b) Concentra 1999 Long-Term Incentive Plan

Concentra Holding’s board and stockholders approved its 1999 Stock Option and Restricted Stock Purchase Plan (“the 1999 Stock Plan”) in August 1999. The 1999 Stock Plan originally provided for the grant of options or awards to purchase an aggregate 3,750,000 shares of Concentra Holding common stock, either in the form of incentive stock options qualified as such under the U.S. Federal Income Tax Laws, nonqualified stock options or restricted stock purchase awards. The 1999 Stock Plan includes provisions for adjustment of the number of shares of common stock available for grant of award thereunder and in the number of shares of common stock underlying outstanding options in the event of any stock splits, stock dividends or other relevant changes in the capitalization of Concentra Holding. Under the 1999 Stock Plan, employees, including officers, are eligible to receive grants of either incentive stock options or nonqualified stock options and restricted stock purchase awards. Non-employee directors are eligible to be granted only nonqualified options and awards.

During 2002, Concentra Holding granted 125,000 shares of restricted common stock under the 1999 Stock Plan that were valued at $2.1 million based upon the market value of the shares at the time of issuance. The restricted stock grants have an exercisable period of ten years from the date of grant and vest upon the earlier of the achievement of certain share price levels following an initial public offering of Concentra Holdings, the occurrence of a change in control, as defined, or five years following the date of the grant. During 2002, the Company recorded amortization of $0.1 million in connection with the deferred compensation associated with these restricted stock grants.

On June 20, 2002, Concentra Holding’s board and shareholders approved amendments to (1) increase the maximum total number of shares of Concentra Holding common stock for which awards may be granted thereunder to 5,250,000, and (2) increase the maximum number of shares of Concentra Holding common stock that may be granted thereunder to an individual in a calendar year. On September 24, 2002, the Concentra Holding’s board and stockholders approved an amendment to the 1999 Stock Plan to provide for the automatic award of the following non-qualified stock options under the 1999 Stock Plan to non-employee members of Concentra Holding’s board: 1) an initial option to purchase 10,000 shares of Concentra Holding common stock on the next business day following the date of his or her initial election to the board (or on September 24, 2002, if serving as a director on that date), and 2) an annual option to purchase 4,000 shares of Concentra Holding common stock on the next business day following each annual meeting of stockholders at which such non-employee director is elected as a director. The exercise price of each director option will be 100% of the fair market value at the time of grant. Initial options will be immediately exercisable. Annual option awards will become exercisable ratably on each of the four annual anniversary dates following the date of grant. The exercise period will not exceed ten years from the date of grant; provided that, no director option may be exercised more than 1 year after the optionee ceases to serve as a director of the corporation.

A portion of the stock options granted to employees in 2002 vest over a four year period (25% annually) and a portion vest over a five year period (20% annually), subject to continued employment. Stock options granted to non-employee directors in 2002 totaled 60,000 and vested immediately. Stock options granted in 2001 vest over a five year period (20% annually), subject to continued employment. A portion of the stock options granted prior to 2001 vest over a five year period (20% annually), the remaining portion was to be subject to cliff vesting in seven years with provisions allowing for accelerated vesting based upon specific performance criteria. However, in December 2001 the Company modified the vesting for a portion of the stock options that allowed for accelerated vesting based upon performance criteria to become vested over a three year period (33 ¹/3% annually) beginning in 2002. In December 2002, the remaining stock options with performance based vesting criteria were modified to become vested over a four year period (25% annually) beginning in 2004. The Company recognized compensation expense related to the accelerated vesting of these options of $0.5 million for each of the years ended December 31, 2002 and 2001, respectively. Prior to vesting, all options are subject to forfeiture upon termination of employment. The exercise period is ten years from the date of grant. The exercise price of incentive and nonqualified stock options granted may not be less than 100% of the fair market value of the shares of common stock, as determined by Concentra Holding’s board of directors or the compensation committee, as the case may be, on the date the option is granted. In addition, the aggregate fair market value of the shares of stock with respect to which incentive stock options are exercisable for the

F-27

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

first time by an optionee during any calendar year shall not exceed $100,000. In addition, no incentive stock option shall be granted to an optionee who owns more than 10% of the total combined voting power for all classes of stock of Concentra Holding, unless the exercise price is at least 110% of the fair market value of the shares of Concentra Holding’s common stock and the exercise period does not exceed five years.

The Company granted 1,175,500 and 1,218,500 options and canceled due to forfeiture 546,261 and 282,245 options under the 1999 Stock Plan in 2002 and 2001, respectively. Restricted stock purchase awards granted under the 1999 Stock Plan will continue in effect until August 17, 2009, unless terminated prior to such date by the Board.

A summary of the status for all outstanding options at December 31, 2000, 2001 and 2002, and changes during the years then ended is presented in the table below:

	Number of Options		Weighted Average Exercise Price Per Share
Balance, December 31, 1999	1,459,142		$	10.60
Granted	1,916,257			16.50
Exercised	—			—
Canceled	(134,822	)		9.89
Balance, December 31, 2000	3,240,577			14.12
Granted	1,218,500			21.77
Exercised	(29,448	)		9.39
Canceled	(339,495	)		7.89
Balance, December 31, 2001	4,090,134			16.95
Granted	1,175,500			16.70
Exercised	(43,375	)		8.55
Canceled	(552,636	)		18.89
Balance, December 31, 2002	4,669,623		$	16.74

Using the Black-Scholes option valuation model, the weighted average fair market value of options granted in 2002, 2001 and 2000 were $5.12, $7.19 and $4.52, respectively. There were 1,410,714, 890,453 and 667,324 exercisable options outstanding with a weighted average exercise price of $13.55, $13.07 and $12.37 as of December 31, 2002, 2001 and 2000, respectively. A further breakdown of the outstanding options at December 31, 2002 is as follows:

Range of Exercise Prices	Number of Options	Weighted Average Price		Weighted Average Contractual Life (Years)	Number of Exercisable Options	Weighted Average Price of Exercisable Options
$4.23–$8.06	491,779	$	8.02	5.78	491,779	$	8.02
$16.50–$18.00	3,238,861		16.52	8.12	918,935		16.51
$22.06	938,983		22.06	8.98	—		0.00
	4,669,623	$	16.74	8.04	1,410,714	$	13.55

(c) SFAS 123, Accounting for Stock-Based Compensation, Disclosures

The Company accounts for these plans under APB Opinion No. 25, Accounting for Stock Issued to Employees, under which no compensation cost has been recognized related to stock option grants when the exercise price is equal to the market price on the date of grant.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

F-28

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For purposes of disclosures pursuant to SFAS 123, as amended by SFAS 148, the estimated fair value of options is amortized to expense over the options’ vesting period. Had compensation cost for these plans been determined consistent with SFAS 123, the Company’s net loss would have been increased to the following supplemental pro forma net loss amounts (in thousands):

	2002			2001			2000
Net loss:
As reported	$	(3,553	)	$	(18,407	)	$	(9,539	)
Deduct: Incremental stock-based employee compensation expense determined under the fair value method for all awards, net of related tax effects		(3,356	)		(2,431	)		(665	)
Supplemental pro forma	$	(6,909	)	$	(20,838	)	$	(10,204	)

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used:

	2002		2001		2000
Risk-free interest rates	3.1	%	4.7	%	6.1	%
Expected volatility	28.8	%	21.9	%	0.0	%
Expected dividend yield	—		—		—
Expected weighted average life of options in years	4.8		6.0		5.0

11. Segment Information

Operating segments represent components of the Company’s business that are evaluated regularly by key management in assessing performance and resource allocation. The Company’s comprehensive services are organized into the following segments: Health Services, Network Services and Care Management Services.

Health Services provides specialized injury and occupational healthcare services to employers through its health centers. Health Services delivers primary and rehabilitative care, including the diagnosis, treatment and management of work-related injuries and illnesses. Health Services also provides non-injury, employment-related health services, including physical examinations, pre-placement substance abuse testing, job-specific return to work evaluations and other related programs. To meet the requirements of large employers whose workforce extends beyond the geographic coverage available to the Company’s centers, this segment has also developed a network of select occupational healthcare providers that use the Company’s proprietary technology to benchmark treatment methodologies and outcomes achieved. Health Services, and the joint ventures Health Services controls, own all the operating assets of the occupational healthcare centers, including leasehold interests and medical equipment.

The Network Services segment reflects those businesses that involve the review and repricing of provider bills. For these services, the Company is primarily compensated based on the degree to which the Company achieves savings for its clients, as well as on a fee per bill or claims basis. This segment includes the specialized preferred provider organization, provider bill repricing and review, out-of-network bill review and first report of injury services.

Care Management Services reflects the Company’s professional services aimed at curtailing the cost of workers’ compensation and auto claims through field case management, telephonic case management, independent medical examinations and utilization management. These services also concentrate on monitoring the timing and appropriateness of medical care.

Revenue from individual customers, revenue between business segments, and revenue, operating profit and identifiable assets of foreign operations are not significant.

F-29

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s statements of operations on a segment basis were as follows (in thousands):

	2002			2001			2000
Revenue:
Health Services	$	471,968		$	443,321		$	409,738
Network Services		230,299			185,267			162,596
Care Management Services		296,783			228,315			189,905
		999,050			856,903			762,239
Gross profit:
Health Services		65,804			67,756			73,799
Network Services		92,081			75,080			61,855
Care Management Services		29,729			28,149			19,006
		187,614			170,985			154,660
Operating income:
Health Services		38,154			30,958			41,021
Network Services		61,169			52,433			44,690
Care Management Services		4,231			12,326			8,088
Corporate general and administrative expenses		(25,938	)		(22,109	)		(20,258	)
Unusual charges (gains)		1,200			(6,065	)		—
		78,816			67,543			73,541
Interest expense, net		63,582			66,398			67,984
Loss on change in fair value of hedging arrangements		7,589			13,602			9,586
Loss on early retirement of debt		7,894			—			—
Loss of acquired affiliate, net of tax		—			5,833			262
Other, net		(1,275	)		(3,640	)		(1,931	)
Income (loss) before income taxes and cumulative effect of accounting change		1,026			(14,650	)		(2,360	)
Provision for income taxes		4,579			3,757			4,362
Loss before cumulative effect of accounting change		(3,553	)		(18,407	)		(6,722	)
Cumulative effect of accounting change, net of tax		—			—			2,817
Net loss	$	(3,553	)	$	(18,407	)	$	(9,539	)

The Company’s segment depreciation and amortization, capital expenditures and identifiable assets were as follows (in thousands):

	2002		2001		2000
Depreciation and amortization:
Health Services	$	21,482	$	28,670	$	22,516
Network Services		14,006		13,607		12,681
Care Management Services		10,054		5,164		4,386
Corporate		1,191		822		934
	$	46,733	$	48,263	$	40,517
Capital expenditures:
Health Services	$	13,588	$	28,147	$	15,827
Network Services and Care Management Services(1)		19,128		14,652		15,706
Corporate		2,308		2,863		510
	$	35,024	$	45,662	$	32,043
Identifiable assets:
Health Services	$	441,722	$	426,474	$	409,033
Network Services and Care Management Services(1)		378,413		400,073		245,325
Corporate		68,503		53,477		38,541
	$	888,638	$	880,024	$	692,899

(1) Capital expenditures and identifiable assets are not separately reported within the Network Services and Care Management Services groups.

Management utilizes multiple indicators and views to measure segment performance and to allocate resources to the segments. The primary indicators are pretax income along with cash flows and overall economic returns. The Company is managed among multiple product lines within each segment.

F-30

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

12. Related Party Transactions

W. Tom Fogarty, M.D., an executive officer of Concentra Holding and Concentra Operating, is the President, a director and a shareholder of Occupational Health Centers of the Southwest, P.A. (“OHCSW”), and a shareholder, officer, and/or director of several other of the physician groups. The Company has entered into a 40-year management agreement with each of the physician groups. OHCSW paid approximately $178.7 million, $184.2 million and $190.6 million in management fees to a subsidiary of Concentra Operating in the years ended December 31, 2002, 2001 and 2000, respectively, under its management agreement with that subsidiary. Dr. Fogarty receives no remuneration from any of the physician groups for serving as an officer or director.

Acquisition of National Healthcare Resources, Inc.

In November 2001, in a transaction valued at $141.8 million (consisting of $83.0 million in Concentra Holding common stock, $1.0 million in cash, and assumption of $57.8 million in NHR indebtedness), the Company acquired NHR, a provider of care management and network services to the workers’ compensation and auto insurance industries on a national level. NHR’s businesses are complementary in nature to and significantly expand the Company’s care management and network services businesses. See “Note 4, Recent Acquisitions and Unusual Charges.” D. Scott Mackesy, a director of Concentra Holding and Concentra Operating, served on NHR’s board of directors.

Entities and individuals affiliated with WCAS, the Company’s primary stockholder, owned approximately 48% of NHR. In the NHR transaction, WCAS entities and individuals as a group received 1,740,803 shares of Concentra Holding common stock, representing 5.5% of total outstanding Concentra Holding common stock.

Acquisition of HealthNetwork Systems, L.L.C./Joint Marketing Agreement

In November 2001, in a transaction valued at approximately $30.9 million, the Company acquired HNS, a provider of network services such as provider bill repricing and provider data management for health plans and other payors. See “Note 4, Recent Acquisitions and Unusual Charges.” HNS’ services are complementary to the Company’s existing services. Steven E. Nelson, a director of Concentra Operating and of Concentra Holding, was the President and Chief Executive Officer of HNS prior to this acquisition by the Company.

Mr. Nelson, Paul B. Queally and Mr. Mackesy, each of whom is a director of Concentra Holding and Concentra Operating, and Daniel J. Thomas, a director and executive officer of Concentra Holding and Concentra Operating, owned equity interests in HNS. For each, the percentage of total HNS equity ownership and the amount received in the transaction were as follows: Mr. Nelson, 19.8% and $5.4 million (plus repayment of debt of $0.2 million); Mr. Thomas, 2.0% and $0.6 million; Mr. Queally, 0.6% and $0.2 million; and Mr. Mackesy, 0.5% and $0.2 million.

Until the Company’s acquisition of HNS, the Company was party to a Joint Marketing Agreement with HNS, pursuant to which HNS performed marketing and sales services for certain of the Company’s network services businesses. The Company paid HNS approximately $0.7 million and $0.5 million in 2001 and 2000, respectively, pursuant to the Joint Marketing Agreement.

Acquisition of Em3 Corporation

In December, 2002, in a transaction valued at $30.7 million (consisting of $30.1 million in Concentra Holding common stock and assumption of $0.6 million of indebtedness to WCAS), the Company acquired Em3, a provider of information technology and a software-based system for the management of work-related injuries. Prior to the acquisition, the Company provided certain administrative services to Em3, including leasing employees to Em3, providing office space, providing access to certain of the Company’s software and systems and related administrative services. During the eleven-month period ending November 20, 2002, Em3 paid the Company $2.8 million, for the administrative services and reimbursable expenses the Company provided. During the twelve-month period ending December 31, 2001 and 2000, Em3 paid the Company $7.4 million and $1.4 million, respectively, for the administrative services and reimbursable expenses the Company provided. See “Note 4, Recent Acquisitions and Unusual Charges.”

The stockholders of Em3 were primarily the same as Concentra Holding’s principal stockholders. Paul B. Queally, D. Scott Mackesy, and John K. Carlyle, each of whom is a director of Concentra Holding and Concentra Operating, Daniel J. Thomas, a director and executive officer of Concentra Holding and Concentra Operating, and James M. Greenwood and Richard A. Parr II, each of whom is an executive officer of Concentra Holding and Concentra Operating, owned equity interests in Em3. The percentage of total Em3 share ownership by the Company’s principal stockholders and by the Company’s directors and executive officers prior to the acquisition was as follows: WCAS-affiliated entities and individuals as a group, 66.24%; FFC entities, 6.65%; Mr. Queally,

F-31

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

0.08%; Mr. Mackesy, 0.04%; Mr. Carlyle, 0.46%; Mr. Thomas, 0.47%; Mr. Greenwood, 0.59%; and Mr. Parr, 0.07%. Carlos A. Ferrer, a director of Concentra Holding and Concentra Operating, and Messrs. Greenwood, Carlyle, Queally and Mackesy served on Em3’s board of directors.

Acquisition of OccMed Systems, Inc.

In December 2002, in a transaction valued at $16.6 million (consisting of $12.8 million in Concentra Holding common stock, assumption of $1.0 million in indebtedness to WCAS, and assumption of $2.8 million of other indebtedness), the Company acquired the assets of OccMed, a company engaged in developing new, free-standing, primary care occupational healthcare centers. Prior to the acquisition, the Company was party to a management and administrative services agreement with OccMed and performed management services for the development and construction of OccMed’s occupational healthcare centers, leased employees to OccMed, recruited, hired and trained employees for its occupational healthcare centers, and provided accounting, billing and collection services for its occupational healthcare centers. As of December 31, 2001, OccMed owed the Company $2.2 million for the management and administrative services and reimbursable expenses provided for the year then ended. This amount was paid in full in January 2002. During the eleven-month period ending November 20, 2002, OccMed paid the Company $6.0 million, for the administrative services and reimbursable expenses the Company provided in 2002, net of $3.0 million of OccMed receivables balances collected by the Company. See “Note 4, Recent Acquisitions and Unusual Charges.”

The stockholders of OccMed are primarily the same as Concentra Holding’s principal stockholders and include certain of the Company’s directors. The percentage of total OccMed share ownership by the Company’s principal stockholders and by the Company’s directors prior to the date of acquisition was as follows: WCAS-affiliated entities and individuals as a group, 69.40%; FFC entities, 7.56%; Mr. Queally, 0.09%; and Mr. Mackesy, 0.04%. Messrs. Queally, Mackesy and Ferrer served on OccMed’s board of directors.

Other Related Party Transactions

The Company derives revenue in the normal course of business from other companies owned or controlled by or affiliated with related parties. Health Services revenue from related parties totaled $0.3 million, $0.2 million and $0.1 million during 2002, 2001 and 2000, respectively. Care Management Services revenue from related parties totaled $0.1 million in both 2002 and 2001 and a nominal amount in 2000.

The Company also purchases services in the normal course of business from other companies owned or controlled by or affiliated with related parties. These services include local phone service in certain geographic regions, information technology consulting, administration of open enrollment for employee benefits and third party laboratory services. The Company made payments to related parties for these services totaling $0.7 million, $1.7 million and $0.6 million during 2002, 2001 and 2000, respectively.

In the normal course of business, the Company and Concentra Holding engage in certain intercompany transactions to permanently reduce state and local income taxes. Since the Company is included in the consolidated federal, state and local tax returns of Concentra Holding (see Note 7, Income Taxes), all intercompany state and local income tax transactions between the Company and Concentra Holding have been eliminated in the consolidated financial statements.

F-32

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

13. Selected Quarterly Operating Results (Unaudited)

The following table sets forth certain unaudited quarterly results of operations for the years ended December 31, 2002, and 2001. In management’s opinion, this unaudited information has been prepared on the same basis as the annual financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the information for the quarters presented, when read in conjunction with the financial statements and notes thereto included elsewhere in this document. The operating results for any quarter are not necessarily indicative of results for any subsequent quarter. Certain amounts in the table below have been adjusted to conform to the current presentation, which is different than previously reported on Form 10-Q (see “Note 2. Summary of Significant Accounting Policies, (q) Reclassifications.”) Amounts are stated in thousands.

	Quarters Ended
	March 31, 2002			June 30, 2002		September 30, 2002			December 31, 2002
Revenue	$	240,001		$	254,159	$	254,798		$	250,092
Cost of services		199,490			201,641		206,296			204,009
Gross profit		40,511			52,518		48,502			46,083
General and administrative expenses		22,498			27,127		27,880			28,717
Amortization of intangibles		932			931		853			1,060
Unusual gains		—			—		—			(1,200	)
Operating income		17,081			24,460		19,769			17,506
Interest expense, net		16,434			16,614		15,507			15,027
Other, net		(5,878	)		5,751		14,984			(649	)
Provision (benefit) for income taxes		3,569			1,418		(3,544	)		3,136
Net income (loss)	$	2,956		$	677	$	(7,178	)	$	(8	)

	Quarters Ended
	March 31, 2001			June 30, 2001			September 30, 2001			December 31, 2001
Revenue	$	200,758		$	214,882		$	212,658		$	228,605
Cost of services		160,516			167,021			168,780			189,601
Gross profit		40,242			47,861			43,878			39,004
General and administrative expenses		18,671			20,133			18,729			24,098
Amortization of intangibles		3,677			3,813			3,828			4,428
Unusual charge(1)		—			—			—			546
Charges for acquisition of affiliate(1)		—			—			—			5,519
Operating income		17,894			23,915			21,321			4,413
Interest expense, net		16,805			16,692			16,492			16,409
Other, net		7,552			(3,956	)		13,271			(1,072	)
Provision (benefit) for income taxes		(554	)		5,802			(309	)		(1,182	)
Net income (loss)	$	(5,909	)	$	5,377		$	(8,133	)	$	(9,742	)

(1) These amounts relate to the acquisition of NHR. See “Note 4. Recent Acquisitions and Unusual Charges.”

F-33

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

14. Condensed Consolidating Financial Information

As discussed in Note 5, Revolving Credit Facility and Long-Term Debt, the 13% Subordinated Notes and the Credit Facility are unconditionally guaranteed by each and every current wholly-owned subsidiary. The Company has certain subsidiaries that are not wholly-owned and do not guarantee the 13% Subordinated Notes and the Credit Facility. Presented below are condensed consolidating balance sheets as of December 31, 2002 and 2001, the condensed consolidating statements of operations for the years ended December 31, 2002, 2001 and 2000, and the condensed consolidating statements of cash flow for the years ended December 31, 2002, 2001 and 2000 of Concentra Operating (Parent and Issuer), guarantor subsidiaries (Guarantor Subsidiaries) and the subsidiaries that are not guarantors (Non-Guarantor Subsidiaries).

Investments in subsidiaries are accounted for by each Parent using the equity method of accounting. The financial information for the guarantor and non-guarantor subsidiaries are each presented on a combined basis. The elimination entries primarily eliminate investments in subsidiaries and intercompany balances and transactions. Intercompany management fees of $4.4 million, $4.3 million and $3.8 million are included in general and administrative expenses of the non-guarantor subsidiaries for the years ended December 31, 2002, 2001 and 2000, respectively. These amounts are reflected as a reduction of general and administrative expenses for the guarantor subsidiaries. Separate financial statements for the guarantor and non-guarantor subsidiaries are not presented because management believes such financial statements would not be meaningful to investors. All information in the tables below is presented in thousands.

Condensed Consolidating Balance Sheets:

	As of December 31, 2002
	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Current assets:
Cash and cash equivalents	$	—	$	13,060		$	5,942		$	—		$	19,002
Accounts receivable, net		—		156,751			10,810			—			167,561
Prepaid expenses and other current assets		867		37,183			1,357			—			39,407
Total current assets		867		206,994			18,109			—			225,970
Investment in subsidiaries		715,524		31,713			—			(747,237	)		—
Property and equipment, net		—		126,250			8,731			—			134,981
Goodwill and other intangible assets, net		—		462,240			23,991			—			486,231
Other assets		24,785		16,576			95			—			41,456
Total assets	$	741,176	$	843,773		$	50,926		$	(747,237	)	$	888,638
Current liabilities:
Revolving credit facility	$	—	$	—		$	—		$	—		$	—
Current portion of long-term debt		3,492		333			—			—			3,825
Accounts payable and accrued expenses		11,694		94,050			2,769			—			108,513
Total current liabilities		15,186		94,383			2,769			—			112,338
Long-term debt, net		475,948		53			—			—			476,001
Deferred income taxes and other liabilities		12,470		60,195			—			17,391			90,056
Fair value of hedging arrangements		33,472		—			—			—			33,472
Intercompany		27,329		(26,382	)		(947	)		—			—
Total liabilities		564,405		128,249			1,822			17,391			711,867
Stockholder’s equity		176,771		715,524			49,104			(764,628	)		176,771
Total liabilities and stockholder’s equity	$	741,176	$	843,773		$	50,926		$	(747,237	)	$	888,638

F-34

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	As of December 31, 2001
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Current assets:
Cash and cash equivalents	$	—		$	5,722	$	3,228		$	—		$	8,950
Accounts receivable, net		—			170,677		11,080			—			181,757
Prepaid expenses and other current assets		435			35,143		1,099			—			36,677
Total current assets		435			211,542		15,407			—			227,384
Investment in subsidiaries		653,639			28,985		—			(682,624	)		—
Property and equipment, net		—			132,557		9,687			—			142,244
Goodwill and other intangible assets, net		—			451,022		24,649			—			475,671
Other assets		26,076			8,554		95			—			34,725
Total assets	$	680,150		$	832,660	$	49,838		$	(682,624	)	$	880,024
Current liabilities:
Revolving credit facility	$	6,000		$	—	$	—		$	—		$	6,000
Current portion of long-term debt		3,750			461		—			—			4,211
Accounts payable and accrued expenses		12,618			114,264		3,976			—			130,858
Total current liabilities		22,368			114,725		3,976			—			141,069
Long-term debt, net		551,875			395		—			—			552,270
Deferred income taxes and other liabilities		11,119			44,614		—			18,364			74,097
Fair value of hedging arrangements		25,883			—		—			—			25,883
Intercompany		(17,800	)		19,287		(1,487	)		—			—
Total liabilities		593,445			179,021		2,489			18,364			793,319
Stockholder’s equity		86,705			653,639		47,349			(700,988	)		86,705
Total liabilities and stockholder’s equity	$	680,150		$	832,660	$	49,838		$	(682,624	)	$	880,024

Condensed Consolidating Statements of Operations:

	Year Ended December 31, 2002
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Total revenue	$	—		$	933,337		$	74,275		$	(8,562	)	$	999,050
Total cost of services		—			760,658			59,340			(8,562	)		811,436
Total gross profit		—			172,679			14,935			—			187,614
General and administrative expenses		69			100,234			5,919			—			106,222
Amortization of intangibles		—			3,765			11			—			3,776
Unusual gains		(140	)		(1,060	)		—			—			(1,200	)
Operating income		71			69,740			9,005			—			78,816
Interest expense, net		63,316			306			(40	)		—			63,582
Loss on change in fair value of hedging arrangements		7,589			—			—			—			7,589
Loss on early retirement of debt		7,894			—			—			—			7,894
Other, net		—			(1,275	)		—			—			(1,275	)
Income (loss) before income taxes		(78,728	)		70,709			9,045			—			1,026
Provision (benefit) for income taxes		(27,555	)		32,134			—			—			4,579
Income (loss) before equity earnings		(51,173	)		38,575			9,045			—			(3,553	)
Equity earnings in subsidiaries		(47,620	)		—			—			47,620			—
Net income (loss)	$	(3,553	)	$	38,575		$	9,045		$	(47,620	)	$	(3,553	)

F-35

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	Year Ended December 31, 2001
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Total revenue	$	—		$	794,711		$	70,501		$	(8,309	)	$	856,903
Total cost of services		—			637,139			57,088			(8,309	)		685,918
Total gross profit		—			157,572			13,413			—			170,985
General and administrative expenses		400			75,313			5,918			—			81,631
Amortization of intangibles		—			14,571			1,175			—			15,746
Unusual charges		—			546			—			—			546
Charges for acquisition of affiliate		—			5,519			—			—			5,519
Operating income (loss)		(400	)		61,623			6,320			—			67,543
Interest expense, net		66,832			(325	)		(109	)		—			66,398
Loss on change in fair value of hedging arrangements		13,602			—			—			—			13,602
Loss of acquired affiliate, net of tax		—			5,833			—			—			5,833
Other, net		—			(3,640	)		—			—			(3,640	)
Income (loss) before income taxes		(80,834	)		59,755			6,429			—			(14,650	)
Provision (benefit) for income taxes		(28,292	)		32,049			—			—			3,757
Income (loss) before equity earnings		(52,542	)		27,706			6,429			—			(18,407	)
Equity earnings in subsidiaries		(34,135	)		—			—			34,135			—
Net income (loss)	$	(18,407	)	$	27,706		$	6,429		$	(34,135	)	$	(18,407	)

	Year Ended December 31, 2000
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Total revenue	$	—		$	708,808		$	59,906		$	(6,475	)	$	762,239
Total cost of services		—			564,213			49,841			(6,475	)		607,579
Total gross profit		—			144,595			10,065			—			154,660
General and administrative expenses		425			60,390			5,676			—			66,491
Amortization of intangibles		—			13,466			1,162			—			14,628
Operating income (loss)		(425	)		70,739			3,227			—			73,541
Interest expense, net		68,429			(206	)		(239	)		—			67,984
Loss on change in fair value of hedging arrangements		9,586			—			—			—			9,586
Loss of acquired affiliate, net of tax		—			262			—			—			262
Other, net		(40	)		(1,891	)		—			—			(1,931	)
Income (loss) before income taxes		(78,400	)		72,574			3,466			—			(2,360	)
Provision (benefit) for income taxes		(27,440	)		31,802			—			—			4,362
Income (loss) before cumulative effect of accounting change and equity earnings		(50,960	)		40,772			3,466			—			(6,722	)
Cumulative effect of accounting change, net of tax		—			2,817			—			—			2,817
Income (loss) before equity earnings		(50,960	)		37,955			3,466			—			(9,539	)
Equity earnings in subsidiaries		(41,421	)		—			—			41,421			—
Net income (loss)	$	(9,539	)	$	37,955		$	3,466		$	(41,421	)	$	(9,539	)

F-36

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Condensed Consolidating Statements of Cash Flows:

	Year Ended December 31, 2002
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Total
Operating Activities:
Net cash provided by (used in) operating activities	$	(37,905	)	$	81,756		$	10,180		$	—	$	54,031
Investing Activities:
Purchases of property, equipment and other assets		—			(34,362	)		(712	)		—		(35,074	)
Acquisitions, net of cash acquired		—			(1,726	)		—			—		(1,726	)
Proceeds from the licensing of internally developed software		—			515			—			—		515
Net cash used in investing activities		—			(35,573	)		(712	)		—		(36,285	)
Financing Activities:
Proceeds from issuance of common stock to parent		52,955			—			—			—		52,955
Contribution from issuance of common stock by parent		25,370			—			—			—		25,370
Proceeds from the issuance of short-term and long-term debt		—			3,960			—			—		3,960
Payment of deferred financing costs		(3,321	)		—			—			—		(3,321	)
Borrowings (payments) under the revolving credit facilities, net		(6,000	)		—			—			—		(6,000	)
Repayments of short-term and long-term debt		(76,185	)		(4,430	)		—			—		(80,615	)
Other		(43	)		—			—			—		(43	)
Intercompany, net		45,129			(45,669	)		540			—		—
Receipt (payment) of equity distributions		—			7,294			(7,294	)		—		—
Net cash provided by (used in) financing activities		37,905			(38,845	)		(6,754	)		—		(7,694	)
Net Increase in Cash and Cash Equivalents		—			7,338			2,714			—		10,052
Cash and Cash Equivalents, beginning of year		—			5,722			3,228			—		8,950
Cash and Cash Equivalents, end of year	$	—		$	13,060		$	5,942		$	—	$	19,002

	Year Ended December 31, 2001
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Total
Operating Activities:
Net cash provided by (used in) operating activities	$	(99,105	)	$	165,961		$	10,311		$	—	$	77,167
Investing Activities:
Purchases of property, equipment and other assets		—			(44,259	)		(1,578	)		—		(45,837	)
Acquisitions, net of cash acquired		—			(105,460	)		(1,714	)		—		(107,174	)
Proceeds from the licensing of internally developed software		—			1,103			—			—		1,103
Net cash used in investing activities		—			(148,616	)		(3,292	)		—		(151,908	)
Financing Activities:
Contribution from issuance of common stock by parent		49,746			—			—			—		49,746
Borrowings (payments) under revolving credit facilities, net		6,000			—			—			—		6,000
Repayments of short-term and long-term debt		(4,701	)		(330	)		(106	)		—		(5,137	)
Contribution from primary shareholder		12,865			—			—			—		12,865
Contribution from minority interest		—			5,135			—			—		5,135
Intercompany, net		35,195			(34,695	)		(500	)		—		—
Receipt (payment) of equity distributions		—			7,100			(7,100	)		—		—
Net cash provided by (used in) financing activities		99,105			(22,790	)		(7,706	)		—		68,609
Net Increase (Decrease) in Cash and Cash Equivalents		—			(5,445	)		(687	)		—		(6,132	)
Cash and Cash Equivalents, beginning of year		—			11,167			3,915			—		15,082
Cash and Cash Equivalents, end of year	$	—		$	5,722		$	3,228		$	—	$	8,950

F-37

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	Year Ended December 31, 2000
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Total
Operating Activities:
Net cash provided by (used in) operating activities	$	(28,412	)	$	63,581		$	856		$	—	$	36,025
Investing Activities:
Purchases of property, equipment and other assets		—			(30,092	)		(1,952	)		—		(32,044	)
Acquisitions, net of cash acquired		—			(9,737	)		—			—		(9,737	)
Proceeds from the licensing of internally developed software		—			1,625			—			—		1,625
Proceeds from sales of property and equipment and other		—			400			—			—		400
Net cash used in investing activities		—			(37,804	)		(1,952	)		—		(39,756	)
Financing Activities:
Proceeds from the issuance of short-term and long-term debt		—			658			106			—		764
Payment of deferred financing costs		—			(1,681	)		—			—		(1,681	)
Borrowings (payments) under revolving credit facilities, net		(4,000	)		—			—			—		(4,000	)
Repayments of short-term and long-term debt		(2,812	)		(329	)		—			—		(3,141	)
Contribution from primary shareholder		7,654			—			—			—		7,654
Contribution from minority interest		—			4,846			—			—		4,846
Intercompany, net		27,570			(26,777	)		(793	)		—		—
Receipt (payment) of equity distributions		—			141			(141	)		—		—
Net cash provided by (used in) financing activities		28,412			(23,142	)		(828	)		—		4,442
Net Increase (Decrease) in Cash and Cash Equivalents		—			2,635			(1,924	)		—		711
Cash and Cash Equivalents, beginning of year		—			8,532			5,839			—		14,371
Cash and Cash Equivalents, end of year	$	—		$	11,167		$	3,915		$	—	$	15,082

15. Subsequent Event (Unaudited)

On August 13, 2003, the Company completed a series of refinancing transactions that included issuing $150.0 million aggregate principal amount of 9 ¹/2% senior subordinated notes and entering into a new $435.0 million senior secured term credit facility. The new credit facility consists of a $335.0 million term loan facility and a $100.0 million revolving loan facility. The proceeds from the senior subordinated notes offering and the new credit facility together with cash on hand were used to: (1) repay the $335.2 million of outstanding indebtedness under the Company’s previous credit facility, (2) terminate the previously existing interest rate hedging arrangements valued at $23.6 million (3) transfer $141.2 million of cash proceeds to the Company’s parent, Concentra Holding, to enable it to redeem a portion of its 14% senior discount debentures, (4) pay $4.6 million of accrued interest on the previous credit facility and hedging arrangements and (5) pay approximately $11.3 million of related fees and expenses. In connection with the termination of the existing credit facility, the Company recorded approximately $7.8 million of debt extinguishment costs in the third quarter of 2003 for the write-off of related deferred financing fees and other expenses.

On November 20, 2003, the Company issued an additional $30.0 million aggregate principal amount of its 9 ¹/2% senior subordinated notes. These notes were issued at 106.5% of their face value, resulting in the receipt of $2.0 million in additional gross proceeds. The proceeds from the senior subordinated notes together with cash on hand were used to (1) transfer $52.8 million of cash proceeds to the Company’s parent, Concentra Holding, to enable it to redeem all of its outstanding 14% senior discount debentures and (2) pay approximately $1.8 million of related fees and expenses. Additionally, the Company extended the maturity of Concentra Holding’s $55.0 million bridge loan agreement from June 24, 2004 to March 31, 2005.

F-38

Supplemental Schedule

CONCENTRA OPERATING CORPORATION

Valuation and Qualifying Accounts

For the Years Ended December 31, 2002, 2001 and 2000

(in thousands)

	Beginning Balance		Charged To Income		Acquisitions		Net Deductions From Reserves		Ending Balance
Bad Debt Allowances
2000	$	7,420	$	10,078	$	1,688	$	11,330	$	7,856
2001		7,856		12,684		2,190		13,397		9,333
2002		9,333		15,925		787		12,784		13,261
Contractual Allowances
2000	$	21,100	$	41,924	$	570	$	46,557	$	17,037
2001		17,037		35,941		3,351		35,954		20,375
2002		20,375		53,737		305		45,505		28,912

Unusual charge breakout by major category was as follows:

	Professional Fees			Facility Consolidations			Personnel Related			Other			Total
Balance, December 31, 1999	$	954		$	3,555		$	152		$	2,030		$	6,691
2000 Usage:
First Quarter 1998 Charge		(2	)		(175	)		—			(2	)		(179	)
Fourth Quarter 1998 Charge		—			(494	)		(49	)		(184	)		(727	)
Third Quarter 1999 Charge		(949	)		(708	)		(140	)		(163	)		(1,960	)
Third Quarter 1999 Charge — Change in Estimates		100			(499	)		90			309			—
Total 2000 Usage		(851	)		(1,876	)		(99	)		(40	)		(2,866	)
Balance, December 31, 2000		103			1,679			53			1,990			3,825
2001 Provision:
Fourth Quarter 2001 Accrual		716			4,115			1,892			—			6,723
2001 Usage:
First Quarter 1998 Charge		—			(51	)		—			(70	)		(121	)
Fourth Quarter 1998 Charge		—			(388	)		—			(567	)		(955	)
Third Quarter 1999 Charge		(45	)		(375	)		—			(33	)		(453	)
Fourth Quarter 2001 Accrual		(688	)		(226	)		(136	)		—			(1,050	)
Total 2001 Usage		(733	)		(1,040	)		(136	)		(670	)		(2,579	)
Balance, December 31, 2001		86			4,754			1,809			1,320			7,969
2002 Provision:
Fourth Quarter 2002 Accrual		304			100			50			—			454
2002 Usage:
First Quarter 1998 Charge		—			(27	)		—			—			(27	)
First Quarter 1998 Charge – Change in Estimates		(23	)		(83	)		—			—			(106	)
Fourth Quarter 1998 Charge		—			(284	)		—			—			(284	)
Fourth Quarter 1998 Charge – Change in Estimates		—			(221	)		(53	)		(1,226	)		(1,500	)
Third Quarter 1999 Charge		—			(147	)		—			—			(147	)
Third Quarter 1999 Charge – Change in Estimates		(5	)		(64	)		—			(71	)		(140	)
Fourth Quarter 2001 Accrual		(183	)		(2,715	)		(1,402	)		—			(4,300	)
Fourth Quarter 2001 Accrual – Change in Estimates		155			156			310			—			621
Fourth Quarter 2002 Accrual		(304	)		—			—			—			(304	)
Total 2002 Usage		(360	)		(3,385	)		(1,145	)		(1,297	)		(6,187	)
Balance, December 31, 2002	$	30		$	1,469		$	714		$	23		$	2,236

F-39

Concentra Operating Corporation

Consolidated Financial Statements as of

September 30, 2003 and December 31, 2002 and for the

Nine Months Ended September 30, 2003 and 2002

F-40

CONCENTRA OPERATING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30, 2003			December 31, 2002
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	12,244		$	19,002
Accounts receivable, net		185,792			167,561
Prepaid expenses and other current assets		40,589			39,407
Total current assets		238,625			225,970
Property and equipment, net		124,261			134,981
Goodwill and other intangible assets, net		487,532			486,231
Other assets		53,361			41,456
Total assets	$	903,779		$	888,638
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Revolving credit facility	$	—		$	—
Current portion of long-term debt		4,881			3,825
Accounts payable and accrued expenses		104,602			108,513
Total current liabilities		109,483			112,338
Long-term debt, net		623,313			476,001
Deferred income taxes and other liabilities		97,983			90,056
Fair value of hedging arrangements		—			33,472
Total liabilities		830,779			711,867
Stockholder’s equity:
Common stock		—			—
Paid-in capital		172,834			311,077
Retained deficit		(99,834	)		(134,306	)
Total stockholder’s equity		73,000			176,771
Total liabilities and stockholder’s equity	$	903,779		$	888,638

The accompanying notes are an integral part of these consolidated financial statements.

F-41

CONCENTRA OPERATING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands)

	Nine Months Ended September 30,
	2003			2002
Revenue:
Health Services	$	379,906		$	354,728
Network Services		188,879			168,653
Care Management Services		212,496			225,577
Total revenue		781,281			748,958
Cost of Services:
Health Services		310,686			302,152
Network Services		106,311			103,750
Care Management Services		188,496			201,525
Total cost of services		605,493			607,427
Total gross profit		175,788			141,531
General and administrative expenses		89,937			77,505
Amortization of intangibles		2,971			2,716
Operating income		82,880			61,310
Interest expense, net		42,944			48,555
(Gain) loss on change in fair value of hedging arrangements		(9,869	)		8,896
Loss on early retirement of debt		7,837			7,381
Other, net		2,187			(1,420	)
Income (loss) before income taxes		39,781			(2,102	)
Provision (benefit) for income taxes		5,626			1,443
Net income (loss)	$	34,155		$	(3,545	)

The accompanying notes are an integral part of these consolidated financial statements.

F-42

CONCENTRA OPERATING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Nine Months Ended September 30,
	2003			2002
Operating Activities:
Net income (loss)	$	34,155		$	(3,545	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment		34,139			32,044
Amortization of intangibles		2,971			2,716
(Gain) loss on change in fair value of hedging arrangements		(9,869	)		8,896
Write-off of deferred financing costs		7,837			1,152
Write-off of fixed assets		82			259
Changes in assets and liabilities, net of acquired assets and liabilities:
Accounts receivable, net		(17,909	)		2,942
Prepaid expenses and other assets		(8,988	)		(29,589	)
Accounts payable and accrued expenses		8,154			11,493
Net cash provided by operating activities		50,572			26,368
Investing Activities:
Purchases of property, equipment and other assets		(21,104	)		(27,127	)
Acquisitions, net of cash acquired		(5,094	)		(1,829	)
Proceeds from the licensing of internally-developed software		—			515
Net cash used in investing activities		(26,198	)		(28,441	)
Financing Activities:
Borrowings (payments) under the revolving credit facility, net		—			—
Proceeds from the issuance of debt		486,500			3,450
Repayments of debt		(339,568	)		(50,689	)
Payment to terminate hedging arrangements		(23,603	)		—
Payment of deferred financing costs		(11,135	)		(1,135	)
Distributions to minority interests		(2,316	)		(1,194	)
Contribution to parent		(141,152	)		—
Contribution from issuance of common stock by parent		242			355
Proceeds from the issuance of common stock to parent		—			52,970
Other		(100	)		(43	)
Net cash provided by (used in) financing activities		(31,132	)		3,714
Net Increase (Decrease) in Cash and Cash Equivalents		(6,758	)		1,641
Cash and Cash Equivalents, beginning of period		19,002			8,950
Cash and Cash Equivalents, end of period	$	12,244		$	10,591
Supplemental Disclosure of Cash Flow Information:
Interest paid, net	$	45,563		$	53,413
Income taxes paid, net	$	2,656		$	1,864
Liabilities and debt assumed in acquisitions	$	1,020		$	500
Non-cash Investing and Financing Activities:
Capital lease obligations	$	1,351		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-43

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The accompanying unaudited consolidated financial statements have been prepared by Concentra Operating Corporation (the “Company” or “Concentra Operating”) pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments (each of which is of a normal, recurring nature) which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. Results for interim periods should not be considered indicative of results for a full year. These consolidated financial statements do not include all disclosures associated with the annual consolidated financial statements and, accordingly, should be read in conjunction with the attached Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and footnotes for the year ended December 31, 2002, included in the Company’s 2002 Form 10-K/A, where certain terms have been defined. Earnings per share has not been reported for all periods presented, as Concentra Operating is a wholly-owned subsidiary of Concentra Inc. (“Concentra Holding”) and has no publicly held shares.

(1) Reclassifications and Business Combinations

Certain reclassifications have been made in the 2002 financial statements to conform to classifications used in 2003. The consolidated statements of operations for the nine months ended September 30, 2002 and the consolidated statements of cash flows for the nine months ended September 30, 2002 have been adjusted to include the historical results of Em3 Corporation (“Em3”) and OccMed Systems, Inc. (“OccMed”). Effective December 1, 2002, the Company acquired substantially all of the assets and liabilities of Em3 and OccMed. Because the Company’s controlling stockholder, Welsh, Carson, Anderson & Stowe (“WCAS”), also controlled these two acquired companies, the accounting for these acquisitions was viewed as a reorganization of entities under common control. Accordingly, the historical costs of the acquired companies’ assets and liabilities were utilized as if WCAS contributed their interest in the acquired companies to the Company at their historical cost. The remainder acquired by the Company was accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. (“SFAS”) 141, Business Combinations (“SFAS 141”) whereby assets and liabilities are “stepped-up” to fair value with the remainder allocated to goodwill. Accordingly, the Company has consolidated Em3 and OccMed’s historical financial statements with those of the Company, and the equity interests of other investors, which were 34% for Em3 and 31% for OccMed, have been reflected as a minority interest in the Company’s financial statements for periods prior to December 1, 2002. The Company’s net income for the nine months ended September 30, 2002 was reduced by $5.6 million as a result of the historical restatement for the Em3 and OccMed acquisitions. As a result, the amounts reported in the accompanying consolidated financial statements of the Company differ from amounts previously reported in the Company’s Form 10-Q for the quarter ended September 30, 2002.

(2) Stock Based Compensation Plans

Concentra Holding issues stock options to the Company’s employees and outside directors. The Company accounts for these plans under Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, under which no compensation cost has been recognized related to stock option grants when the exercise price is equal to the market price on the date of grant.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

For purposes of disclosures pursuant to SFAS 123, as amended by SFAS 148, the estimated fair value of options is amortized to expense over the options’ vesting period. Had compensation cost for these plans been determined consistent with SFAS 123, the Company’s net income would have been decreased to the following supplemental pro forma net income (loss) amounts (in thousands):

	Nine Months Ended September 30,
	2003			2002
Net income (loss):
As reported	$	34,155		$	(3,545	)
Deduct: Incremental stock-based employee compensation expense determined under the fair value method for all awards, net of related tax effects		(3,443	)		(2,498	)
Supplemental pro forma	$	30,712		$	(6,043	)

F-44

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

For purposes of this disclosure, the fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used:

	Nine Months Ended September 30,
	2003		2002
Risk-free interest rates	2.7	%	3.2	%
Expected volatility	17.8	%	28.8	%
Expected dividend yield	—		—
Expected weighted average life of options in years	4.9		4.8

(3) Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (the “FASB”) issued SFAS 143, Accounting for Asset Retirement Obligations (“SFAS 143”). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred and capitalized as part of the carrying amount of the long-lived asset. The Company adopted SFAS 143 on January 1, 2003. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS 146”). SFAS 146 addresses the accounting for costs to terminate a contract that is not a capital lease, costs to consolidate facilities and relocate employees and involuntary termination benefits under one-time benefit arrangements that are not an ongoing benefit program or an individual deferred compensation contract. A liability for contract termination costs should be recognized and measured at fair value when either the contract is terminated or the entity ceases to use the right conveyed by the contract. A liability for one-time termination benefits should be recognized and measured at fair value at the communication date if the employee would not be retained beyond a minimum retention period (i.e., either a legal notification period or 60 days if no legal requirement exists). For employees who will be retained beyond the minimum retention period, a liability should be accrued ratably over the future service period. The Company adopted SFAS 146 on January 1, 2003. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based Compensation – Transition and Disclosure (“SFAS 148”). SFAS 148 amends SFAS 123, Accounting for Stock-Based Compensation (“SFAS 123”), to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The additional disclosure requirements of SFAS 148 are effective for fiscal years ending after December 15, 2002. The Company has elected to continue to follow the intrinsic value method of accounting, as prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees, to account for employee stock options. See “Note 2, Stock Based Compensation Plans” for the disclosures required by SFAS 148.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”). FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or other property. A variable interest entity may be essentially passive or it may engage in research and development or other activities on behalf of another company. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply to all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. We do not have any variable interest entities.

In April 2003, the FASB issued SFAS 149, Amendment of Statement of 133 on Derivative Instruments and Hedging Activities (“SFAS 149”). SFAS 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 149 was generally effective for contracts entered into or modified after June 30, 2003 and did not have an impact on the Company’s financial statements.

F-45

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

In May 2003, the FASB issued SFAS 150, Accounting for Certain Instruments with Characteristics of Both Liability and Equity (“SFAS 150”). SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 requires that an issuer classify a financial instrument that is within its scope, which may have previously been reported as equity, as a liability. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. SFAS 150 did not have any financial impact on the Company’s financial statements.

(4) Goodwill and Other Intangible Assets

The net carrying value of goodwill and other intangible assets is comprised of the following (in thousands):

	September 30, 2003			December 31, 2002
Amortized intangible assets, gross:
Customer contracts	$	6,190		$	6,190
Covenants not to compete		4,305			4,305
Customer lists		3,420			3,420
Servicing contracts		3,293			3,293
Licensing and royalty agreements		285			285
		17,493			17,493
Accumulated amortization of amortized intangible assets:
Customer contracts		(2,950	)		(1,770	)
Covenants not to compete		(2,322	)		(1,411	)
Customer lists		(2,985	)		(2,430	)
Servicing contracts		(631	)		(384	)
Licensing and royalty agreements		(202	)		(123	)
		(9,090	)		(6,118	)
Amortized intangible assets, net		8,403			11,375
Non-amortized intangible assets:
Goodwill		478,975			474,702
Trademarks		154			154
	$	487,532		$	486,231

The change in the net carrying amount of amortized intangible assets is due to amortization. The increase in goodwill is due to acquisitions.

The net carrying value of goodwill by operating segment is as follows (in thousands):

	September 30, 2003		December 31, 2002
Health Services	$	247,999	$	243,726
Network Services		184,902		184,902
Care Management Services		46,074		46,074
	$	478,975	$	474,702

Amortization expense for intangible assets with finite lives was $3.0 million and $2.7 million for the nine months ended September 30, 2003 and 2002, respectively. Estimated amortization expense on intangible assets with finite lives for the five succeeding fiscal years ending December 31 is as follows (in thousands):

2003	$	3,912
2004		3,293
2005		2,031
2006		483
2007		393

F-46

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

SFAS 142, Goodwill and Other Intangible Assets (“SFAS 142”), requires the Company to perform an annual goodwill impairment test, on a reporting unit basis. A reporting unit is the operating segment unless, at businesses one level below that operating segment (the component level), discrete financial information is prepared and regularly reviewed by management, and the businesses are not otherwise aggregated due to having certain common characteristics, in which case such component is the reporting unit. A fair value approach using projected cash flows and comparative market multiples is used to test goodwill for impairment. An impairment charge is recognized for the amount, if any, by which the carrying amount of goodwill exceeds its fair value.

The Company completed its 2003 annual impairment test of goodwill and determined that no impairment existed at July 1, 2003. However, the fair value of Care Management Services’ goodwill exceeded its carrying amount by a relatively modest amount, due primarily to this reporting unit’s recent performance trends. Although Care Management Services’ earnings have improved during the last twelve months, a non-cash goodwill impairment charge to income may be incurred for this reporting unit in a future period, depending on the prospective growth of earnings.

(5) Revolving Credit Facility and Long-Term Debt

The Company’s long-term debt as of September 30, 2003, and December 31, 2002, consisted of the following (in thousands):

	September 30, 2003			December 31, 2002
Term loan due 2009	$	334,163		$	—
Tranche B term loan due 2006		—			224,626
Tranche C term loan due 2007		—			112,314
9.5% Senior Subordinated Notes due 2010		150,000			—
13.0% Senior Subordinated Notes due 2009		142,500			142,500
Other		1,531			386
		628,194			479,826
Less: Current maturities		(4,881	)		(3,825	)
Long-term debt, net	$	623,313		$	476,001

The Company had no revolving credit borrowings at September 30, 2003 and December 31, 2002, respectively. As of September 30, 2003, and December 31, 2002, accrued interest was $6.4 million and $11.4 million, respectively.

In February 2003, the Company entered into a five-year capital lease for software. The Company paid $1.5 million to the lessor at the lease execution, with the remaining $1.5 million to be paid in February 2004. At the end of the five-year term, the Company has the option to extend the term of the agreement. The software will be amortized over the primary term of the lease.

On August 13, 2003, the Company completed a series of refinancing transactions (the “Refinancing Transactions”) that included issuing $150.0 million aggregate principal amount of 9.5% senior subordinated notes (the “9.5% Subordinated Notes”) and entering into a new $435.0 million senior secured term credit facility (the “New Credit Facility”). The New Credit Facility consists of a $335.0 million term loan facility (the “New Term Loan”) and a $100.0 million revolving loan facility (the “New Revolving Credit Facility”). The Company used the proceeds from the 9.5% Senior Subordinated Notes offering and the New Credit Facility together with cash on hand to: (1) repay the $335.2 million of outstanding indebtedness under the Company’s previous credit facility, (2) terminate previously existing interest rate hedging arrangements valued at $23.6 million (3) transfer $141.2 million of cash proceeds to the Company’s parent, Concentra Holding, to enable it to redeem a portion of its 14.0% senior discount debentures, (4) pay $4.6 million of accrued interest on the previous credit facility and hedging arrangements and (5) pay approximately $11.3 million of related fees and expenses. In connection with the termination of the existing credit facility, the Company recorded approximately $7.8 million of debt extinguishment costs in the third quarter of 2003 for the write-off of related deferred financing fees and other expenses.

On August 13, 2003, the Company entered into the New Credit Facility with a consortium of banks. Borrowings under the New Revolving Credit Facility and New Term Loan bear interest, at the Company’s option, at either (1) the Alternate Base Rate (“ABR”), as defined, plus a margin initially equal to 2.25% for the loans under the New Revolving Credit Facility and 2.75% for the New Term Loan or (2) the reserve-adjusted Eurodollar rate plus a margin initially equal to 3.25% for the loans under the New Revolving Credit Facility and 3.75% for the New Term Loan. The margins for borrowings under the New Revolving Credit Facility will be subject to reduction based on changes in the Company’s leverage ratios and certain other performance criteria. The New Term Loan matures on June 30, 2009, and requires quarterly principal payments of $0.8 million through June 30, 2008, $47.7 million for each of the following two quarters, $95.5 million on March 31, 2009 and any remaining balance due on June 30, 2009. The New Revolving Credit

F-47

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Facility provides for borrowing up to $100.0 million and matures on August 13, 2008. As part of the New Credit Facility, the Company was required to pay fees of $5.2 million to the lenders approving the agreement and $0.4 million of other related expenses. These fees and expenses were capitalized as deferred financing costs and will be amortized over the life of the New Credit Facility. The New Credit Facility contains prepayment requirements that would occur based on certain net asset sales outside the ordinary course of business by the Company, from the proceeds of specified debt and equity issuances by the Company and if the Company has excess cash flow, as defined in the agreement. The Company was not required to make prepayments under these provisions in the third quarter of 2003. However, management anticipates that the Company may meet these requirements in future periods, based upon its financial projections.

Prior to August 13, 2003, the Company had a credit agreement (the “Previous Credit Facility”) with a consortium of banks, providing for term loans and a $100 million revolving credit facility. The term loans were issued as a $250 million term loan (the “Tranche B Term Loan”) and a $125 million term loan (the “Tranche C Term Loan”) bearing interest, at the Company’s option, at the ABR, as defined, plus 2.25% and 2.50%, respectively, or the one, two, three, or six month Eurodollar Rate, as defined, plus 3.25% and 3.50%, respectively. In 2000, the Company and its lenders amended and restated the Previous Credit Facility whereby the Tranche B Term Loan and the Tranche C Term Loan bore interest, at the Company’s option, at the ABR, as defined, plus 3.00% and 3.25%, respectively, or the Eurodollar Rate, as defined, plus 4.00% and 4.25%, respectively. In 2002, the Company prepaid $16.7 million and $8.3 million of its Tranche B Term Loan and Tranche C Term Loan, respectively. The Tranche B Term Loan would have matured on June 30, 2006, and required quarterly principal payments of $0.6 million through June 30, 2005, and $54.7 million for each of the remaining four quarters or until all principal was repaid. The Tranche C Term Loan would have matured on June 30, 2007, and required quarterly principal payments of $0.3 million through June 30, 2006, and $27.1 million for each of the remaining four quarters or until all principal was repaid. The Revolving Credit Facility provided for borrowing up to $100 million and would have matured on August 17, 2005. As part of the Refinancing Transactions, the Company repaid all amounts outstanding under the Previous Credit Facility and expensed the write-off of related $7.8 million of deferred financing fees and expenses.

The 9.5% Subordinated Notes were issued on August 13, 2003 for $150.0 million and are general unsecured indebtedness with semi-annual interest payments due on February 15 and August 15, commencing on February 15, 2004. These notes mature on August 15, 2010. As part of the issuance of the 9.5% Subordinated Notes, the Company was required to pay fees of $4.5 million in arrangement fees and $0.8 million of other related expenses. These fees and expenses were capitalized as deferred financing costs and will be amortized over the life of the 9.5% Subordinated Notes. At any time prior to August 15, 2006, the Company can redeem, with proceeds from new equity, up to 35% of the aggregate principal amount of the 9.5% Subordinate Notes at a redemption price of 109.5% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date. Prior to August 15, 2007, the Company may redeem all, but not less than all, of the 9.5% Subordinated Notes at a redemption price of 100.0% of the principal amount of the notes plus the applicable premium, as defined, and accrued and unpaid interest to the redemption date. The Company can also redeem all or part of the 9.5% Subordinated Notes on or after August 15, 2007 at 104.8% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, with the redemption premium decreasing annually to 100.0% of the principal amount on August 15, 2009. Upon a change of control, as defined, each holder of the 9.5% Subordinated Notes may require the Company to repurchase all or a portion of that holder’s notes at a purchase price of 101.0% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest. On October 14, 2003 the Company completed an exchange offer in which it exchanged the 9.5% Subordinated Notes for notes that were registered under the Securities Act of 1933. The 9.5% Subordinated Notes, as well as the 13.0% senior subordinated notes (the “13.0% Subordinated Notes”), the Previous Credit Facility and the New Credit Facility, are guaranteed on a joint and several basis by each and every current wholly-owned subsidiary, the results of which are consolidated in the results of the Company. These guarantees are full and unconditional. The Company has certain subsidiaries that are not wholly-owned and do not guarantee the 13% Subordinated Notes or the 9.5% Subordinated Notes. For financial information on guarantor and non-guarantor subsidiaries, see “Note 10. Condensed Consolidating Financial Information.”

The Previous Credit Facility required the Company to enter into interest rate hedge agreements for the purpose of reducing the effect of variable interest rate fluctuations on a certain portion of the Previous Credit Facility. Accordingly, the Company entered into an interest rate collar agreement on November 17, 1999, which it subsequently amended on May 17, 2000. The interest rate collar agreement converted $200 million of certain variable rate debt to fixed rates. Had it not been cancelled as a part of the Refinancing Transactions, this agreement would have expired by its terms on November 17, 2004. Under the agreement, the Company generally paid and received the three month LIBOR rate (the “Swap Rate”) to and from the counterparty on the notional amount subject to the following limitations: the minimum rate the Company paid was 6.3% when the Swap Rate was less than 5.9%; the maximum rate the Company paid was 6.3%, unless the Swap Rate was greater than 7.5% and less than 8.5%; and, if the Swap Rate was greater than 8.5%, the Company paid 8.5% until November 17, 2002. After November 17, 2002 through the maturity of the agreement, there was no maximum rate the Company paid if the Swap Rate exceeded 7.5%.

F-48

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The Company entered into an additional interest rate collar agreement on May 17, 2000. This agreement converted $100 million of certain variable rate debt to fixed rates and, had it not been cancelled as a part of the Refinancing Transactions, would have expired by its terms on May 17, 2005. Under the terms of this agreement, the Company generally paid and received the Swap Rate to and from the counterparty on the notional amount subject to the following restrictions: the minimum rate the Company paid was 7.05% when the Swap Rate was less than 6.0%; the maximum rate the Company paid was 7.05%, unless the Swap Rate was greater than 8.25%. Through the maturity of the agreement, there was no maximum rate the Company paid if the Swap Rate exceeded 8.25%.

In connection with the acquisition of National Healthcare Resources, Inc. in November 2001, the Company assumed an interest rate collar agreement, which converted $23.6 million of certain variable rate debt to fixed rates and expired on May 19, 2003. Under the terms of this agreement, the Company generally paid and received the Swap Rate to and from the counterparty on the notional amount subject to the following restrictions: the minimum rate the Company paid was 6.5% when the Swap Rate was less than that amount; the maximum rate the Company paid was 8.0% when the Swap Rate was greater than that amount; and if the Swap Rate was between 6.5% and 8.0%, the Company paid the Swap Rate. At May 19, 2003, the counterparty elected to exercise its option to fix the interest rate at 7.11% for an additional two years. However, as were the Company’s other interest rate hedge agreements, this agreement was cancelled as a part of the Refinancing Transactions.

In June 1998, the FASB issued SFAS 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), as amended, which has been effective for fiscal years beginning after June 15, 2000. SFAS 133 establishes additional accounting and reporting standards for derivative instruments and hedging activities and requires that an entity recognize the fair value of all hedging arrangements as assets or liabilities in the financial statements. It also requires the recognition of changes in the fair value of these derivatives. These market value adjustments are to be included either in the income statement or other comprehensive income (equity), depending on the nature of the hedged transaction.

During 2000, the Company adopted SFAS 133, and, as a result, subsequent changes in the fair value of its interest rate hedging arrangements, including the Company’s interest rate collar agreements, were recognized each period in earnings. All earnings adjustments resulting from changes in the fair values of the interest rate collars were non-cash charges or credits and did not impact cash flows from operations or operating income. There were periods with significant non-cash increases or decreases to the Company’s earnings relating to the change in the fair value of the interest rate collars. Further, if the Company held each of these collars to maturity (2004 and 2005), the earnings adjustments would have offset each other on a cumulative basis and would have ultimately equaled zero. These hedging arrangements were eliminated as part of the Refinancing Transactions, and the costs related to recognizing changes in their fair market value were charged to expense in the third quarter of 2003. The Company increased its interest expense by $10.4 million for the first nine months of 2003 and $11.4 million for the first nine months of 2002 through net cash paid to the counterparty under these collars. The New Credit Facility does not require the Company to enter into any hedging arrangements.

The New Credit Facility, the 9.5% Subordinated Notes and the 13.0% Subordinated Notes contain certain customary covenants, including, without limitation, restrictions on the incurrence of indebtedness, the sale of assets, certain mergers and acquisitions, the payment of dividends on the Company’s capital stock, the repurchase or redemption of capital stock, transactions with affiliates, investments, cross default provisions with other indebtedness of Concentra Operating and Concentra Holding, capital expenditures and changes in control of the Company. Under the New Credit Facility, the Company is also required to satisfy certain financial covenant ratio tests including leverage ratios, interest coverage ratios and fixed charge coverage ratios. The Previous Credit Facility contained similar covenants and financial covenant ratio tests. The Company was in compliance with its covenants, including its financial covenant ratio tests, for the first three quarters of 2003. While less restrictive than the requirements under the Previous Credit Facility, the ratio tests under the New Credit Facility become more restrictive for future quarters through the fourth quarter of 2008. The Company’s ability to be in compliance with these more restrictive ratios will be dependent on its ability to increase its cash flows over current levels. The Company believes it will be in compliance with its covenants for the next twelve months.

The fair value of the Company’s borrowings under the New Credit Facility was $337.5 million at September 30, 2003 and was $323.5 million at December 31, 2002 under the Previous Credit Facility. The fair value of the Company’s 9.5% Subordinated Notes was $156.8 million at September 30, 2003. The fair value of the Company’s 13.0% Subordinated Notes was $158.2 million and $143.2 million at September 30, 2003 and December 31, 2002, respectively. The fair values of the financial instruments were determined utilizing available market information. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts.

F-49

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

(6) Subsequent Events

On November 20, 2003, the Company issued an additional $30.0 million aggregate principal amount of its 9 ¹/2% senior subordinated notes. These notes were issued at 106.5% of their face value, resulting in the receipt of $2.0 million in additional gross proceeds. The proceeds from the senior subordinated notes together with cash on hand were used to (1) transfer $52.8 million of cash proceeds to the Company’s parent, Concentra Holding, to enable it to redeem all of its outstanding 14% senior discount debentures and (2) pay approximately $1.8 million of related fees and expenses. Additionally, the Company extended the maturity of Concentra Holding’s $55.0 million bridge loan agreement from June 24, 2004 to March 31, 2005.

(7) Unusual Charge Reserves

During the nine months ended September 30, 2003, the Company paid approximately $1.2 million related to the unusual charges that occurred in the first quarter of 1998, fourth quarter of 1998, third quarter of 1999, fourth quarter of 2001 and fourth quarter of 2002. At September 30, 2003, approximately $1.1 million of the unusual cost accrual remained for facility obligations with terms expiring through 2006, costs related to personnel reductions and other unusual charges. The Company anticipates that the majority of this liability will be paid over the next 24 months.

(8) Changes in Stockholder’s Equity

In addition to the effects on Stockholder’s Equity from the Company’s 2003 results of operations that decreased the retained deficit, the Company’s paid-in capital decreased in 2003 on a year to date basis primarily due to the $141.2 million transfer of cash proceeds to Concentra Holding to enable it to redeem a portion of its 14.0% senior discount debentures, partially offset by $2.4 million of tax benefits from Concentra Holding.

(9) Segment Information

Operating segments represent components of the Company’s business that are evaluated regularly by key management in assessing performance and resource allocation. The Company’s comprehensive services are organized into the following segments: Health Services, Network Services and Care Management Services.

Health Services provides specialized injury and occupational healthcare services to employers through its centers. Health Services delivers primary and rehabilitative care, including the diagnosis, treatment and management of work-related injuries and illnesses. Health Services also provides non-injury, employment-related health services, including physical examinations, pre-placement substance abuse testing, job-specific return to work evaluations and other related programs. To meet the requirements of large employers whose workforce extends beyond the geographic coverage available to the Company’s centers, this segment has also developed a network of select occupational healthcare providers that use the Company’s proprietary technology to benchmark treatment methodologies and outcomes achieved. Health Services, and the joint ventures Health Services controls, own all the operating assets of the occupational healthcare centers, including leasehold interests and medical equipment.

The Network Services segment includes those businesses that primarily involve the review and repricing of medical provider bills. For these services, the Company is primarily compensated based on the degree to which the Company achieves savings for its clients, as well as on a fee per bill or claims basis. This segment includes the Company’s specialized preferred provider organization, provider bill repricing and review, out-of-network bill review and first report of injury services.

Care Management Services includes the Company’s professional services aimed at curtailing the cost of workers’ compensation and auto insurance claims through field case management, telephonic case management, independent medical examinations and utilization management. These services also concentrate on monitoring the timing and appropriateness of medical care.

Revenue from individual customers, revenue between business segments and revenue, operating profit and identifiable assets of foreign operations are not significant.

F-50

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The Company’s unaudited financial data on a segment basis were as follows (in thousands):

	Nine Months Ended September 30,
	2003			2002
Revenue:
Health Services	$	379,906		$	354,728
Network Services		188,879			168,653
Care Management Services		212,496			225,577
		781,281			748,958
Gross profit:
Health Services		69,220			52,576
Network Services		82,568			64,903
Care Management Services		24,000			24,052
		175,788			141,531
Operating income (loss):
Health Services		47,339			32,374
Network Services		52,512			42,310
Care Management Services		3,545			5,254
Corporate general and administrative expenses		(20,516	)		(18,628	)
		82,880			61,310
Interest expense, net		42,944			48,555
(Gain) loss on change in fair value of hedging arrangements		(9,869	)		8,896
Loss on early retirement of debt		7,837			7,381
Other, net		2,187			(1,420	)
Income (loss) before income taxes		39,781			(2,102	)
Provision (benefit) for income taxes		5,626			1,443
Net income (loss)	$	34,155		$	(3,545	)

(10) Condensed Consolidating Financial Information

As discussed in Note 5, Revolving Credit Facility and Long-Term Debt, the 9.5% Subordinated Notes, the 13.0% Subordinated Notes, the New Credit Facility and the Previous Credit Facility are unconditionally guaranteed by, and secured by a pledge of stock and assets of, each and every current wholly-owned subsidiary. The Company has certain subsidiaries that are not wholly-owned and do not guarantee the 13.0% Subordinated Notes, the 9.5% Subordinated Notes, the New Credit Facility or the Previous Credit Facility. Presented below are condensed consolidating balance sheets as of September 30, 2003 and December 31, 2002, the condensed consolidating statements of operations for the nine months ended September 30, 2003 and 2002, and the condensed consolidating statements of cash flows for the nine months ended September 30, 2003 and 2002 of Concentra Operating (Parent and Issuer), guarantor subsidiaries (Guarantor Subsidiaries) and the subsidiaries that are not guarantors (Non-Guarantor Subsidiaries).

Investments in subsidiaries are accounted for using the equity method of accounting. The financial information for the Guarantor and Non-Guarantor Subsidiaries are each presented on a combined basis. The elimination entries primarily eliminate investments in subsidiaries and intercompany balances and transactions. Intercompany management fees of $3.4 million are included in general and administrative expenses of the Non-Guarantor Subsidiaries for the nine months ended September 30, 2003 and September 30, 2002. These amounts are reflected as a reduction of general and administrative expenses for the Guarantor Subsidiaries. Separate financial statements for the Guarantor and Non-Guarantor Subsidiaries are not presented because management believes such financial statements would not be meaningful to investors. All information in the tables below is presented in thousands.

F-51

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Balance Sheets:

	At September 30, 2003
	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Total
Current assets:
Cash and cash equivalents	$	—	$	5,610		$	6,634	$	—		$	12,244
Accounts receivable, net		—		172,057			13,735		—			185,792
Prepaid expenses and other current assets		1,282		37,775			1,532		—			40,589
Total current assets		1,282		215,442			21,901		—			238,625
Investment in subsidiaries		776,385		32,097			—		(808,482	)		—
Property and equipment, net		—		116,524			7,737		—			124,261
Goodwill and other intangible assets, net		—		463,316			24,216		—			487,532
Other assets		34,691		18,575			95		—			53,361
Total assets	$	812,358	$	845,954		$	53,949	$	(808,482	)	$	903,779
Current liabilities:
Revolving credit facility	$	—	$	—		$	—	$	—		$	—
Current portion of long-term debt		3,350		1,531			—		—			4,881
Accounts payable and accrued expenses		7,289		94,012			3,301		—			104,602
Total current liabilities		10,639		95,543			3,301		—			109,483
Long-term debt, net		623,313		—			—		—			623,313
Deferred income taxes and other liabilities		12,724		67,138			—		18,121			97,983
Intercompany		92,682		(93,112	)		430		—			—
Total liabilities		739,358		69,569			3,731		18,121			830,779
Stockholder’s equity		73,000		776,385			50,218		(826,603	)		73,000
Total liabilities and stockholder’s equity	$	812,358	$	845,954		$	53,949	$	(808,482	)	$	903,779

	At December 31, 2002
	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Current assets:
Cash and cash equivalents	$	—	$	13,060		$	5,942		$	—		$	19,002
Accounts receivable, net		—		156,751			10,810			—			167,561
Prepaid expenses and other current assets		867		37,183			1,357			—			39,407
Total current assets		867		206,994			18,109			—			225,970
Investment in subsidiaries		715,524		31,713			—			(747,237	)		—
Property and equipment, net		—		126,250			8,731			—			134,981
Goodwill and other intangible assets, net		—		462,240			23,991			—			486,231
Other assets		24,785		16,576			95			—			41,456
Total assets	$	741,176	$	843,773		$	50,926		$	(747,237	)	$	888,638
Current liabilities:
Revolving credit facility	$	—	$	—		$	—		$	—		$	—
Current portion of long-term debt		3,492		333			—			—			3,825
Accounts payable and accrued expenses		11,694		94,050			2,769			—			108,513
Total current liabilities		15,186		94,383			2,769			—			112,338
Long-term debt, net		475,948		53			—			—			476,001
Deferred income taxes and other liabilities		12,470		60,195			—			17,391			90,056
Fair value of hedging arrangements		33,472		—			—			—			33,472
Intercompany		27,329		(26,382	)		(947	)		—			—
Total liabilities		564,405		128,249			1,822			17,391			711,867
Stockholder’s equity		176,771		715,524			49,104			(764,628	)		176,771
Total liabilities and stockholder’s equity	$	741,176	$	843,773		$	50,926		$	(747,237	)	$	888,638

F-52

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Statements of Operations:

	Nine Months Ended September 30, 2003
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Total revenue	$	—		$	726,143	$	61,699		$	(6,561	)	$	781,281
Total cost of services		—			563,204		48,850			(6,561	)		605,493
Total gross profit		—			162,939		12,849			—			175,788
General and administrative expenses		327			85,081		4,529			—			89,937
Amortization of intangibles		—			2,965		6			—			2,971
Operating income (loss)		(327	)		74,893		8,314			—			82,880
Interest expense, net		42,790			171		(17	)		—			42,944
Gain on change in fair value of hedging arrangements		(9,869	)		—		—			—			(9,869	)
Loss on early retirement of debt		7,837			—		—			—			7,837
Other, net		—			2,187		—			—			2,187
Income (loss) before income taxes		(41,085	)		72,535		8,331			—			39,781
Provision (benefit) for income taxes		(14,380	)		20,006		—			—			5,626
Income (loss) before equity earnings		(26,705	)		52,529		8,331			—			34,155
Equity earnings in subsidiaries		(60,860	)		—		—			60,860			—
Net income (loss)	$	34,155		$	52,529	$	8,331		$	(60,860	)	$	34,155

	Nine Months Ended September 30, 2002
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Total revenue	$	—		$	699,658		$	55,725		$	(6,425	)	$	748,958
Total cost of services		—			569,475			44,377			(6,425	)		607,427
Total gross profit		—			130,183			11,348			—			141,531
General and administrative expenses		28			72,884			4,593			—			77,505
Amortization of intangibles		—			2,707			9			—			2,716
Operating income		(28	)		54,592			6,746			—			61,310
Interest expense, net		48,396			186			(27	)		—			48,555
Loss on change in fair value of hedging arrangements		8,896			—			—			—			8,896
Loss on early retirement of debt		7,381			—			—			—			7,381
Other, net		—			(1,420	)		—			—			(1,420	)
Income (loss) before income taxes		(64,701	)		55,826			6,773			—			(2,102	)
Provision (benefit) for income taxes		(22,645	)		24,088			—			—			1,443
Income (loss) before equity earnings		(42,056	)		31,738			6,773			—			(3,545	)
Equity earnings in subsidiaries		(38,511	)		—			—			38,511			—
Net income (loss)	$	(3,545	)	$	31,738		$	6,773		$	(38,511	)	$	(3,545	)

F-53

CONCENTRA OPERATING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Condensed Consolidating Statement of Cash Flows:

	Nine Months Ended September 30, 2003
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Total
Operating Activities:
Net cash provided by (used in) operating activities	$	(36,828	)	$	80,163		$	7,237		$	—	$	50,572
Investing Activities:
Purchases of property, equipment and other assets		—			(20,990	)		(114	)		—		(21,104	)
Acquisitions, net of cash acquired		—			(5,094	)		—			—		(5,094	)
Net cash used in investing activities		—			(26,084	)		(114	)		—		(26,198	)
Financing Activities:
Proceeds from the issuance of debt		485,000			1,500			—			—		486,500
Repayments of debt		(337,777	)		(1,791	)		—			—		(339,568	)
Payment to terminate hedging arrangements		(23,603	)		—			—			—		(23,603	)
Payment of deferred financing costs		(11,135	)		—			—			—		(11,135	)
Distributions to minority interests		—			(2,316	)		—			—		(2,316	)
Contribution to parent		(141,152	)		—			—			—		(141,152	)
Contribution from issuance of common stock by parent		242			—			—			—		242
Other		(100	)		—			—			—		(100	)
Intercompany, net		65,353			(66,731	)		1,378			—		—
Receipt (payment) of equity distributions		—			7,809			(7,809	)		—		—
Net cash provided by (used in) financing activities		36,828			(61,529	)		(6,431	)		—		(31,132	)
Net Increase in Cash and Cash Equivalents		—			(7,450	)		692			—		(6,758	)
Cash and Cash Equivalents, beginning of period		—			13,060			5,942			—		19,002
Cash and Cash Equivalents, end of period	$	—		$	5,610		$	6,634		$	—	$	12,244

F-54

CONCENTRA OPERATING CORPORATION

COMPUTATION OF RATIOS

Ratio of Pro Forma Earnings to Fixed Charges

(Unaudited)

	Year Ended December 31, 2002			Twelve Months Ended September 30, 2003
	(dollars in thousands)
Pro Forma Earnings:
Income (loss) before income taxes	$	5,357		$	45,593
Less: Equity in earnings of unconsolidated subsidiaries net of related distributions		(850	)		2,296
Fixed charges		71,229			67,033
Total pro forma earnings(1)	$	75,736		$	114,922
Pro Forma Fixed Charges:
Interest expense	$	59,650		$	55,571
Interest portion of rent expense		11,579			11,462
Total fixed charges	$	71,229		$	67,033
Ratio of pro forma earnings to fixed charges		1.1	x		1.7	x

(1) For purposes of determining the ratio of earnings to fixed charges, earnings include income from continuing operations before income taxes adjusted for fixed charges and equity in earnings of unconsolidated subsidiaries and related distributions. Fixed charges consist of interest on debt, including amortization of debt issuance costs, and one-fourth of rent expenses, which we estimate as the interest component of such rentals.

F-55

CONCENTRA OPERATING CORPORATION

COMPUTATION OF RATIOS

Ratio of Earnings to Fixed Charges

(Unaudited)

	Years Ended December 31,															Nine Months Ended September 30,
	1998			1999			2000			2001			2002			2002			2003
	(dollars in thousands)
Earnings:
Income (loss) before income taxes	$	41,794		$	(17,512	)	$	(2,360	)	$	(14,650	)	$	1,026		$	(2,102	)	$	39,781
Less: Equity in earnings of unconsolidated subsidiaries net of related distributions		(218	)		(474	)		(1,210	)		(3,015	)		(850	)		(937	)		2,209
Fixed charges		25,282			44,126			77,438			77,042			75,560			57,584			51,740
Total earnings(1)	$	66,858		$	26,140		$	73,868		$	59,377		$	75,736		$	54,545		$	93,730
Fixed Charges:
Interest expense	$	18,021		$	35,779		$	68,932		$	67,250		$	63,981		$	48,880		$	43,154
Interest portion of rent expense		7,261			8,347			8,506			9,792			11,579			8,704			8,586
Total fixed charges	$	25,282		$	44,126		$	77,438		$	77,042		$	75,560		$	57,584		$	51,740
Ratio of earnings to fixed charges		2.6	x		N/A			N/A			N/A			1.0	x		N/A			1.8	x

(1) For purposes of determining the ratio of earnings to fixed charges, earnings include income from continuing operations before income taxes adjusted for fixed charges and equity in earnings of unconsolidated subsidiaries and related distributions. Fixed charges consist of interest on debt, including amortization of debt issuance costs, and one-fourth of rent expenses, which we estimate as the interest component of such rentals.

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ANNEX A

LETTER OF TRANSMITTAL TO TENDER

OUTSTANDING 9½% SENIOR SUBORDINATED NOTES DUE 2010

OF

CONCENTRA OPERATING CORPORATION

PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED                          , 200    

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2004 (THE “EXPIRATION DATE”), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY.

The Exchange Agent for the Exchange Offer is:

The Bank of New York

Corporate Trust Operations Reorganization Unit

101 Barclay Street 7 East

New York, New York 10286

Attention: Corporate Trust Operations Reorganization Unit

IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING 9 ¹/2% SENIOR SUBORDINATED NOTES DUE 2010 (THE “OLD NOTES”) FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF NEW 9½% SENIOR SUBORDINATED NOTES DUE 2010 PURSUANT TO THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) OLD NOTES TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE BY CAUSING AN AGENT’S MESSAGE TO BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO SUCH TIME.

A-1

The undersigned hereby acknowledges receipt and review of the Prospectus, dated             , 200     (the “Prospectus”), of Concentra Operating Corporation, a Nevada corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer to exchange (the “Exchange Offer”) its 9 ¹/2% Senior Subordinated Notes due 2010 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 9 ¹/2% Senior Subordinated Notes due 2010 (the “Old Notes”). Capitalized terms used but not defined herein have the respective meaning given to them in the Prospectus.

The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest date to which the Exchange Offer is extended. The Company shall notify the Exchange Agent and each registered holder of the Old Notes of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

This Letter of Transmittal is to be used by holders of the Old Notes. Tender of Old Notes is to be made according to the Automated Tender Offer Program (“ATOP”) of the Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the caption “The Exchange Offer – Procedures for Tendering.” DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account. DTC will then send a computer generated message known as an “agent’s message” to the exchange agent for its acceptance. For you to validly tender your Old notes in the Exchange Offer, the Exchange Agent must receive prior to the Expiration Date, an agent’s message under the ATOP procedures that confirms that:

- DTC has received your instructions to tender your Old Notes; and

- You agree to be bound by the terms of this Letter of Transmittal

BY USING THE ATOP PROCEDURES TO TENDER OLD NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

1. By tendering Old Notes in the Exchange Offer, you acknowledge receipt of the Prospectus and this Letter of Transmittal.

2. By tendering Old Notes in the Exchange Offer, you represent and warrant that you have full authority to tender the Old Notes described above and will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the tender of Old Notes.

3. The tender of the Old Notes pursuant to all of the procedures set forth in the Prospectus will constitute an agreement between you and the Company as to the terms and conditions set forth in the Prospectus.

4. The Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corp., SEC No-Action Letter (available April 13, 1989), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Old Notes exchanged for such New Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act of 1933, as amended (the “Securities Act”) and any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders’ business and such holders are not participating in, and have no arrangement with any person to participate in, the distribution of such New Notes.

5. By tendering Old Notes in the Exchange Offer, you represent and warrant that:

a. the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of your business, whether or not you are the holder;

b. neither you nor any such other person is engaging in or intends to engage in a distribution of such New Notes;

c. neither you nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes; and

d. neither the holder nor any such other person is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Company.

6. You may, if you are unable to make all of the representations and warranties contained in Item 5 above and as otherwise permitted in the Registration Rights Agreement (as defined below), elect to have your Old Notes registered in the shelf registration statement described in the Registration Rights Agreement, dated as of November 17, 2003 (the “Registration Rights Agreement”), by and among the Company, the Guarantors (as defined therein) and the Initial Purchasers (as defined therein). Such election may be made only by notifying the Company in writing at 5080 Spectrum Drive, Suite 400 West, Addison, Texas 75001, Attention: General Counsel. By making such election, you agree, as a holder of Old Notes participating in a shelf registration, to indemnify and hold harmless the Company, each of the directors of the Company, each of the officers of the Company who signs such shelf registration statement, each person who controls the Company within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each other holder of Old Notes, from and against any and all losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any shelf registration statement or prospectus, or in any supplement thereto or amendment thereof, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; but only with respect to information relating to the undersigned furnished in writing by or on behalf of the undersigned expressly for use in a shelf registration statement, a prospectus or any amendments or supplements thereto. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement.

A-3

7. If you are a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge, by tendering Old Notes in the Exchange Offer, that you will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. If you are a broker-dealer and Old Notes held for your own account were not acquired as a result of market-making or other trading activities, such Old Notes cannot be exchanged pursuant to the Exchange Offer.

8. Any of your obligations hereunder shall be binding upon your successors, assigns, executors, administrators, trustees in bankruptcy and legal and personal representatives of the undersigned.

A-4

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Book-Entry confirmations.

Any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC of Old Notes tendered by book-entry transfer (a “Book-Entry Confirmation”), as well as an agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date.

2. Partial Tenders.

Tenders of Old Notes will be accepted only in integral multiples of $1,000. The entire principal amount of Old Notes delivered to the exchange agent will be deemed to have been tendered unless otherwise communicated to the exchange agent. If the entire principal amount of all Old Notes is not tendered, then Old Notes for the principal amount of Old Notes not tendered and notes issued in exchange for any Old Notes accepted will be delivered to the holder via the facilities of DTC promptly after the Old Notes are accepted for exchange.

3. Validity of Tenders.

All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Old Notes will be determined by the Company, in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Company, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions on this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company shall determine,. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, the Exchange Agent, nor any other person shall be under any duty to give such notification of any defects or irregularities in tenders or incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders via the facilities of DTC, as soon as practicable following the Expiration Date.

4. Waiver of Conditions.

The Company reserves the absolute right to waive, in whole or part, up to the expiration of the exchange offer any of the conditions of the Exchange Offer set forth in the Prospectus or in this Letter of Transmittal.

5. No Conditional Tender.

No alternative, conditional, irregular or contingent tender of Old Notes will be accepted.

6. Request for Assistance or Additional Copies.

Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

7. Withdrawal.

Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption “Exchange Offer – Withdrawal of Tenders.”

A-5

8. No Guarantee of Late Delivery.

There is no procedure for guarantee of late delivery in the Exchange Offer.

IMPORTANT: BY USING THE ATOP PROCEDURES TO TENDER OLD NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGEMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

A-6

Until                , 200    , all dealers that effect transactions in the new notes, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Offer to exchange up to

$30,000,000 9 ¹/2% Senior Subordinated Notes due 2010

for

$30,000,000 9 ¹/2% Senior Subordinated Notes due 2010

that have been registered under the Securities Act of 1933

                , 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 78.7502 (1) of the Nevada Revised Statutes (the “NRS”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 78.7502 (2) of the NRS provides that a corporation may similarly indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 78.7502(3) of the NRS provides that to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) and (2), or in defense of any claim, issue or matter therein, the corporation shall indemnify such person against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

Section 78.751(1) of the NRS provides that any discretionary indemnification under Section 78.7502, unless ordered by a court or advanced pursuant to subsection 2 of Section 78.751, may be made by the corporation only as authorized in the specific case upon determination that indemnification of such director, officer, employee or agent is proper in the circumstances. The determination must be made (a) by the stockholders; (b) by the board of directors by majority vote of quorum consisting of directors who were not parties to the action, suit or proceeding; (c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Section 78.751(2) of the NRS provides that the articles of incorporation, bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such provision does not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

Section 78.751(3) of the NRS provides that the indemnification pursuant to Section 78.7502 of the NRS and advancement of expenses authorized in, or ordered by, a court pursuant to Section78.751, (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to Section 78.7502 of the NRS or for the advancement of expenses made pursuant to Section 78.751 (2), may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

II-1

Section 78.752 of the NRS provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who acted in any of the capacities set forth above for any liability asserted against such person for any liability asserted against him or her and liability and expenses incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation has the authority to indemnify him or her against such liabilities and expenses.

The by-laws of Concentra Operating Corporation, a Nevada corporation (“Concentra Operating”) provide that every person serving as its director or officer and every such director or officer serving at the request of Concentra Operating as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by Concentra Operating in accordance with and to the fullest extent permitted by law for the defense of, in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

Concentra Operating’s parent, Concentra Inc., a Delaware corporation (“Concentra Inc.”), has entered into indemnity agreements with the directors and officers of Concentra Inc. and its wholly owned, direct and indirect, subsidiaries, including the Registrants. Pursuant to such agreements, Concentra Inc. will, to the extent permitted by applicable law, indemnify such persons against all expenses, judgments, fines and penalties incurred in connection with the defense or settlement of any actions brought against them by reason of the fact that they were directors or officers of such Registrant or assumed certain responsibilities at the direction of such Registrant. In addition, Concentra Inc. has purchased and maintains insurance to protect persons entitled to indemnification pursuant to its by-laws or the applicable law against expenses, judgments, fines and amounts paid in settlement, to the fullest extent permitted by the Delaware General Corporation Law. Such insurance covers the directors and officers of the Registrants.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit Number	Description
1.1*	—Purchase Agreement, dated November 17, 2003, by and among Concentra Operating, each of the subsidiary guarantors listed on the signature pages thereto, Credit Suisse First Boston LLC and Citigroup Global Markets Inc.
3.1	—Articles of Incorporation of Concentra Operating (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
3.2	—Amended and Restated By-Laws of Concentra Operating, as further amended June 20, 2002 (incorporated by reference to Exhibit 3.1 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
4.1	—Indenture dated as of August 17, 1999, by and between Concentra Operating and United States Trust Company of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
4.2	—Supplemental Indenture dated as of November 5, 2001, among Concentra Operating, HealthNetwork Systems LLC, Medical Network Systems LLC, and The Bank of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating (incorporated by reference to Exhibit 4.2 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.3	—Supplemental Indenture dated as of November 20, 2001, among Concentra Operating, National Healthcare Resources, Inc., and The Bank of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating (incorporated by reference to Exhibit 4.3 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.4	—Supplemental Indenture dated as of June 25, 2002 by and among Concentra Inc., The Bank of New York, as successor to United States Trust Company of New York as trustee, and the other parties listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).

II-2

Exhibit Number	Description
4.5	—Indenture dated as of August 13, 2003, by and among Concentra Operating, The Bank of New York, as Trustee, and the guarantors named therein relating to Concentra Operating’s 9 1/2% Senior Subordinated Notes due 2010 (incorporated by reference to Exhibit 4.7 to Concentra Operating’s Registration Statement on Form S-4 filed with the SEC on August 28, 2003)
4.6*	—First Supplemental Indenture dated as of November 20, 2003, by and between Concentra Operating and The Bank of New York, as Trustee, relating to issuance of an additional $30.0 million in aggregate principal amount of Concentra Operating’s 9 1/2% Senior Subordinated Notes due 2010
4.7	—Warrant Agreement dated as of August 17, 1999, by and among Concentra Inc. and the several persons named on Schedule I thereto (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
4.8	—Amendment No. 1 to Warrant Agreement dated as of November 1, 2001, by and among Concentra Inc. and the several warrant holders that are signatories thereto (incorporated by reference to Exhibit 4.6 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.9	—Form of 13% Series B Senior Subordinated Notes due 2009 of Concentra Operating (included as an exhibit to Exhibit 4.1).
4.10	—Form of Warrant to acquire Concentra Inc. common stock (included as an exhibit to Exhibit 4.8).
4.11*	—Registration Rights Agreement dated as of November 17, 2003 by and among Concentra Operating, each of the subsidiary guarantors listed on the signature pages thereto, Credit Suisse First Boston LLC and Citigroup Global Markets Inc.
4.12	—Warrant Agreement dated as of November 1, 2001, by and among Concentra Inc. and the several persons that are signatories thereto (incorporated by reference to Exhibit 4.11 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.13	—Form of Warrant to acquire Concentra Inc. common stock (included as an exhibit to Exhibit 4.14).
4.14	—Registration Rights Agreement dated as of August 17, 1999 by and among Concentra Inc. and the persons named in Schedules I and II thereto (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
4.15	—Amendment No. 1 to Registration Rights Agreement dated as of November 1, 2001, by and among Concentra Inc. and the persons named in Schedules I and II thereto (incorporated by reference to Exhibit 4.14 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.16	—Amendment No. 2 to Registration Rights Agreement dated as of November 5, 2001, by and among Concentra Inc. and the several persons that are signatories thereto (incorporated by reference to Exhibit 4.15 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.17	—Amendment No. 3 to Registration Rights Agreement dated as of November 20, 2002, by and among Concentra Inc. and the several persons that are signatories thereto (incorporated by reference to Exhibit 4.17 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2002).
4.18	—Amendment No. 4 to Registration Rights Agreement dated as of December 1, 2002, by and among Concentra Inc. and the several persons that are signatories thereto (incorporated by reference to Exhibit 4.18 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2002).

II-3

Exhibit Number	Description
4.19	—Bridge Loan Agreement dated as of June 25, 2002 by and among Concentra Inc., the Lenders that are parties thereto, and Citicorp North America, Inc. (incorporated by reference to Exhibit 10.1 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
4.20	—Amendment No. 1 to Bridge Loan Agreement dated as of October 23, 2002, by and among Concentra Inc., the Lenders that are parties thereto, and Citicorp North America, Inc. (incorporated by reference to Exhibit 4.20 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2002).
4.21*	—Amendment No. 2 to Bridge Loan Agreement dated as of November 14, 2002, by and among Concentra Inc., the Lenders that are parties thereto, and Citicorp North America, Inc.
4.22	—Forms of Global Notes for 9 1/2% Senior Subordinated Notes of Concentra Operating (included as exhibits to Exhibit 4.5 hereto).
5.1*	—Opinion of Vinson & Elkins L.L.P.
10.1	—Securities Purchase Agreement dated November 1, 2001, by and among Concentra Inc. and the several purchasers named on Schedule I thereto, relating to the issuance and sale of 2,266,546 shares of Concentra Inc. common stock and warrants to purchase 771,277 shares of Concentra Inc. common stock (incorporated by reference to Exhibit 10.2 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
10.2	—Credit Agreement dated as of August 13, 2003, by and among Concentra Inc., Concentra Operating, the several lenders from time to time parties thereto, JPMorgan Chase Bank, as Administrative Agent, Deutsche Banc Alex Brown, as Documentation Agent, and Credit Suisse First Boston and Citicorp North America, Inc., as Co-Syndication Agents.
10.3*	—Amendment to Credit Agreement dated as of November 17, 2003, by and among Concentra Inc., Concentra Operating, the several lenders from time to time parties thereto, JPMorgan Chase Bank, as Administrative Agent, Deutsche Banc Alex Brown, as Documentation Agent, and Credit Suisse First Boston and Citicorp North America, Inc., as Co-Syndication Agents.
10.4	—Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.5	—Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan, as amended through June 20, 2002 (incorporated by reference to Exhibit 10.3 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.6	—Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan as Amended Through September 24, 2002 (incorporated by reference to Exhibit 10.1 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002).
10.7	—Concentra Managed Care, Inc. 1997 Long-Term Incentive Plan (incorporated by reference to Appendix G to the Joint Proxy Statement/Prospectus forming a part of Concentra Inc.’s Registration Statement on Form S-4 filed on July 31, 1997).
10.8	—Employment Agreement dated as of August 17, 1999, between Concentra Inc. and James M. Greenwood (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.9	—Employment Agreement dated as of August 17, 1999, between Concentra Inc. and Richard A. Parr II (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).

II-4

Exhibit Number	Description
10.10	—Employment Agreement dated as of August 17, 1999, between Concentra Inc. and Daniel J. Thomas (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.11	—Employment Agreement dated as of August 17, 1999, between Concentra Inc. and Thomas E. Kiraly (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.12	—Employment Agreement dated as of August 5, 2002 between Concentra Inc. and Frederick C. Dunlap (incorporated by reference to Exhibit 10.4 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.)
10.13	—Indemnification Agreement dated as of June 26, 2003 between Concentra Inc. and Daniel J. Thomas (identical agreements were executed as of June 26, 2003 between Concentra Inc. and each of the following: John K. Carlyle, Frederick C. Dunlap, Carlos A. Ferrer, James M. Greenwood, Thomas E. Kiraly, D. Scott Mackesy, Steven E. Nelson, Richard A. Parr, Paul B. Queally and Richard J. Sabolik) (incorporated by reference to Exhibit 10.1 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
10.14	—Occupational Medicine Center Management and Consulting Agreement dated as of December 31, 1993, between Concentra Health Services, Inc. (formerly OccuCenters, Inc.) (“CHS”) and Occupational Health Centers of Southwest, P.A., an Arizona professional association (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of OccuSystems Inc., a Delaware corporation (“OccuSystems”), for the year ended December 31, 1995).
10.15	—Occupational Medicine Center Management and Consulting Agreement dated as of December 31, 1993, between CHS and Occupational Health Centers of New Jersey, a New Jersey professional association (incorporated by reference to Exhibit 10.8 to OccuSystems’ Registration Statement on Form S-1 filed on March 28, 1996).
10.16	—Amended and Restated Occupational Medicine Center Management and Consulting Agreement dated as of July 30, 2003 between Concentra Health Services, Inc. and Occupational Health Centers of the Southwest, P.A. (incorporation by reference to Exhibit 10.2 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
10.17	—Stockholders Agreement dated as of August 17, 1999, by and among Concentra Inc. and the several persons named in Schedules I and II thereto (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.18	—Amendment No. 1 to Stockholders Agreement dated as of November 1, 2001, by and among Concentra Inc. and the several persons named in Schedules I and II thereto (incorporated by reference to Exhibit 10.26 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
10.19	—Amendment No. 2 to Stockholders Agreement dated as of November 20, 2002, by and among Concentra Inc. and the several persons named in Schedules I and II thereto (incorporated by reference to Exhibit 10.30 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2002).
10.20	—Amendment No. 3 to Stockholders Agreement dated as of December 1, 2002, by and among Concentra Inc. and the several persons named in Schedules I and II thereto (incorporated by reference to Exhibit 10.31 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2002).

II-5

Exhibit Number	Description
10.21	—Stockholders Agreement dated as of November 20, 2001, by and among Concentra Inc., Welsh, Carson, Anderson & Stowe VIII, L.P., certain holders of common stock and warrants to purchase common stock of Concentra Inc., certain stockholders of National Healthcare Resources, Inc., and Ferrer Freeman and Company, LLC, formerly known as Ferrer, Freeman, Thompson & Co., LLC (incorporated by reference to Exhibit 10.27 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
10.22	—Agreement and Plan of Reorganization dated August 29, 1997, by and among CRA Managed Care, Inc., OccuSystems, Inc., and Concentra Inc., formerly known as Concentra Managed Care, Inc. (incorporated by reference to Exhibit 2.1 to Concentra Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997).
10.23	—Agreement and Plan of Merger dated March 2, 1999, by and between Yankee Acquisition Corp. and Concentra Inc. (incorporated by reference to Exhibit 2.1 to Concentra Inc.’s Current Report on Form 8-K filed on March 3,1999).
10.24	—Amended and Restated Agreement and Plan of Merger dated March 24, 1999, by and between Yankee Acquisition Corp. and Concentra Inc. (incorporated by reference to Exhibit 2.1 to Concentra Inc.’s Current Report on Form 8-K filed on July 14, 1999).
10.25	—Agreement and Plan of Merger dated as of November 2, 2001, by and among Concentra Inc., NHR Acquisition Company, Inc., and National Healthcare Resources, Inc. (incorporated by reference to Exhibit 2.5 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
10.26	—Asset Purchase Agreement among Concentra Inc., Concentra Operating and Em3 Corporation dated as of December 1, 2002 (incorporated by reference to Exhibit 10.1 to Concentra Operating’s Current Report on Form 8-K filed on December 13, 2002).
12.1*	—Computation of Ratio of Earnings to Fixed Charges.
21.1	—Subsidiaries of Concentra Operating (incorporated by reference to Exhibit 21.1 to Concentra Operating’s Registration Statement on Form S-4 filed with the SEC on August 28, 2003).
23.l*	—Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.2*	—Consent of Schreck Brignone (included in Annex A to Exhibit 5.1).
23.3*	—Consent of McDermott, Will & Emery (included in Annex B to Exhibit 5.1).
23.4*	—Consent of Richard A. Parr II (included in Annex C to Exhibit 5.1).
23.5*	—Consent of PricewaterhouseCoopers LLP.
24.1*	—Powers of Attorney (included on the signature pages of this Registration Statement).
25.1*	—Statement of Eligibility (Form T-1) of The Bank of New York, as trustee.

* Filed herewith

(b) Financial Statement Schedules

All financial statements, financial statement schedules and reports of independent accountants are included in the prospectus.

Item 22. Undertakings

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

II-6

(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually, or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into this prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

CONCENTRA OPERATING CORPORATION
By:	/s/ DANIEL J. THOMAS
	Daniel J. Thomas
	Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Director and Chief Executive Officer	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003
/s/ PAUL B. QUEALLY Paul B. Queally	Chairman and Director	December 8, 2003
/s/ JOHN K. CARLYLE John K. Carlyle	Director	December 8, 2003
/s/ CARLOS A. FERRER Carlos A. Ferrer	Director	December 8, 2003

II-8

/s/ D. SCOTT MACKESY D. Scott Mackesy	Director	December 8, 2003
/s/ STEVEN E. NELSON Steven E. Nelson	Director	December 8, 2003
/s/ RICHARD J. SABOLIK Richard J. Sabolik	Director	December 8, 2003

II-9

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

CONCENTRA HEALTH SERVICES, INC.
By:	/s/ RICHARD A. PARR II
Name:	Richard A. Parr II
Title:	Executive Vice President, General Counsel
	and Corporate Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Chairman of the Board and Director	December 8, 2003
/s/ W. KEITH NEWTON W. Keith Newton	President	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Executive Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-10

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

CONCENTRA LABORATORY, L.L.C.
By: Concentra Health Services, Inc., its sole member
By: /s/ RICHARD A. PARR II
Name:	Richard A. Parr II
Title:	Executive Vice President, General Counsel
	and Corporate Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ W. KEITH NEWTON W. Keith Newton	President	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

(The limited liability company is member-managed, and does not have any directors)

II-11

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

CONCENTRA PREFERRED SYSTEMS, INC.
By: /s/ RICHARD A. PARR II
Name:	Richard A. Parr II
Title:	Executive Vice President, General Counsel and Corporate Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Chairman of the Board and Director	December 8, 2003
/s/ THOMAS BARTLETT Thomas Bartlett	President	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Executive Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-12

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

MEDICAL NETWORK SYSTEMS LLC
By:	Concentra Preferred Systems, Inc., its sole member
	By: /s/ RICHARD A. PARR II
	Name:	Richard A. Parr II
	Title:	Executive Vice President, General
		Counsel and Corporate Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ RANA MENDICINO Rana Mendicino	President	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

(The limited liability company is member-managed, and does not have any directors)

II-13

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

CONCENTRA INTEGRATED SERVICES, INC.
By: /s/ RICHARD A. PARR II
Name:	Richard A. Parr II
Title:	Executive Vice President and Clerk

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Chairman of the Board and Director	December 8, 2003
/s/ FREDERICK C. DUNLAP Frederick C. Dunlap	President	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Executive Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-14

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

CONCENTRA MANAGED CARE BUSINESS TRUST
CONCENTRA PREFERRED BUSINESS TRUST
FOCUS HEALTHCARE BUSINESS TRUST
By:	/s/ DANIEL J. THOMAS
	Daniel J. Thomas
	Trustee

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Trustee	December 8, 2003

(The trustee is an individual, and these trusts do not have any directors or officers)

II-15

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

CONCENTRA MANAGEMENT SERVICES, INC.
NHR WASHINGTON, INC.
By:	/s/ RICHARD A. PARR II
Name:	Richard A. Parr II
Title:	Vice President and Corporate Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	President and Director	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-16

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

FIRST NOTICE SYSTEMS, INC.
By:	/s/ RICHARD A. PARR II
Name	Richard A. Parr II
Title:	Vice President and Corporate Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Chairman of the Board and Director	December 8, 2003
/s/ WILL FULTON Will Fulton	President	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-17

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

FOCUS HEALTHCARE MANAGEMENT, INC.
By:	/s/ RICHARD A. PARR II
Name:	Richard A. Parr II
Title:	Vice President and Corporate Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Director	December 8, 2003
/s/ THOMAS COX Thomas Cox	President	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-18

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

CRA MANAGED CARE OF WASHINGTON, INC.
CRA-MCO, INC.
By:	/s/ RICHARD A. PARR II
Name:	Richard A. Parr II
Title:	Executive Vice President and Corporate
	Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Chairman of the Board and Director	December 8, 2003
/s/ FREDERICK C. DUNLAP Frederick C. Dunlap	President	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Executive Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-19

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

HEALTHNETWORK SYSTEMS LLC
By:	/s/ RICHARD A. PARR II
Name:	Richard A. Parr II
Title:	Vice President, General Counsel and
	Corporate Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Chairman of the Board and Manager	December 8, 2003
/s/ THOMAS BARTLETT Thomas Bartlett	President	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Vice President and Treasurer; Manager (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-20

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

NATIONAL HEALTHCARE RESOURCES, INC.
By:	/s/ RICHARD A. PARR II
Name:	Richard A. Parr II
Title:	Senior Vice President and Corporate
	Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Director	December 8, 2003
/s/ THOMAS COX Thomas Cox	President and Director	December 8, 2003
/s/ MICHAEL A. ANGST Michael A. Angst	Senior Vice President - Operations and Director	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Senior Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-21

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

METRACOMP, INC.
By:	/s/ RICHARD A. PARR II
Name:	Richard A. Parr II
Title:	Vice President and Corporate Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Director	December 8, 2003
/s/ THOMAS COX Thomas Cox	President and Director	December 8, 2003
/s/ MICHAEL A. ANGST Michael A. Angst	Senior Vice President - Operations and Director	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-22

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

OCCUCENTERS I, L.P.
By:	Concentra Health Services, Inc., its general partner
	By:	/s/ RICHARD A. PARR II
	Name:	Richard A. Parr II
	Title:	Executive Vice President, General
		Counsel and Corporate Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DANIEL J. THOMAS Daniel J. Thomas	Chairman of the Board and Director of the General Partner	December 8, 2003
/s/ W. KEITH NEWTON W. Keith Newton	President of the General Partner	December 8, 2003
/s/ THOMAS E. KIRALY Thomas E. Kiraly	Executive Vice President, Chief Financial Officer, Treasurer and Director of the General Partner (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003

II-23

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 8th day of December, 2003.

OCI HOLDINGS, INC.
By:	/s/ GARY CHEDEKEL
	Gary Chedekel
	Corporate Secretary and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Parr II and Thomas E. Kiraly and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ THOMAS SEXTON Thomas Sexton	President and Director (Principal Financial Officer and Principal Accounting Officer)	December 8, 2003
/s/ GARY CHEDEKEL Gary Chedekel	Corporate Secretary, Treasurer and Director	December 8, 2003

II-24

Exhibit Index

Exhibit Number	Description
1.1*	—Purchase Agreement, dated November 17, 2003, by and among Concentra Operating, each of the subsidiary guarantors listed on the signature pages thereto, Credit Suisse First Boston LLC and Citigroup Global Markets Inc.
3.1	—Articles of Incorporation of Concentra Operating (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
3.2	—Amended and Restated By-Laws of Concentra Operating, as further amended June 20, 2002 (incorporated by reference to Exhibit 3.1 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
4.1	—Indenture dated as of August 17, 1999, by and between Concentra Operating and United States Trust Company of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
4.2	—Supplemental Indenture dated as of November 5, 2001, among Concentra Operating, HealthNetwork Systems LLC, Medical Network Systems LLC, and The Bank of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating (incorporated by reference to Exhibit 4.2 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.3	—Supplemental Indenture dated as of November 20, 2001, among Concentra Operating, National Healthcare Resources, Inc., and The Bank of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating (incorporated by reference to Exhibit 4.3 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.4	—Supplemental Indenture dated as of June 25, 2002 by and among Concentra Inc., The Bank of New York, as successor to United States Trust Company of New York as trustee, and the other parties listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
4.5	—Indenture dated as of August 13, 2003, by and among Concentra Operating, The Bank of New York, as Trustee, and the guarantors named therein relating to Concentra Operating’s 9 1/2% Senior Subordinated Notes due 2010 (incorporated by reference to Exhibit 4.7 to Concentra Operating’s Registration Statement on Form S-4 filed with the SEC on August 28, 2003)
4.6*	—First Supplemental Indenture dated as of November 20, 2003, by and between Concentra Operating and The Bank of New York, as Trustee, relating to issuance of an additional $30.0 million in aggregate principal amount of Concentra Operating’s 9 1/2% Senior Subordinated Notes due 2010
4.7	—Warrant Agreement dated as of August 17, 1999, by and among Concentra Inc. and the several persons named on Schedule I thereto (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
4.8	—Amendment No. 1 to Warrant Agreement dated as of November 1, 2001, by and among Concentra Inc. and the several warrant holders that are signatories thereto (incorporated by reference to Exhibit 4.6 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).

II-25

Exhibit Number	Description
4.9	—Form of 13% Series B Senior Subordinated Notes due 2009 of Concentra Operating (included as an exhibit to Exhibit 4.1).
4.10	—Form of Warrant to acquire Concentra Inc. common stock (included as an exhibit to Exhibit 4.8).
4.11*	—Registration Rights Agreement dated as of November 17, 2003 by and among Concentra Operating, each of the subsidiary guarantors listed on the signature pages thereto, Credit Suisse First Boston LLC and Citigroup Global Markets Inc.
4.12	—Warrant Agreement dated as of November 1, 2001, by and among Concentra Inc. and the several persons that are signatories thereto (incorporated by reference to Exhibit 4.11 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.13	—Form of Warrant to acquire Concentra Inc. common stock (included as an exhibit to Exhibit 4.14).
4.14	—Registration Rights Agreement dated as of August 17, 1999 by and among Concentra Inc. and the persons named in Schedules I and II thereto (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
4.15	—Amendment No. 1 to Registration Rights Agreement dated as of November 1, 2001, by and among Concentra Inc. and the persons named in Schedules I and II thereto (incorporated by reference to Exhibit 4.14 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.16	—Amendment No. 2 to Registration Rights Agreement dated as of November 5, 2001, by and among Concentra Inc. and the several persons that are signatories thereto (incorporated by reference to Exhibit 4.15 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
4.17	—Amendment No. 3 to Registration Rights Agreement dated as of November 20, 2002, by and among Concentra Inc. and the several persons that are signatories thereto (incorporated by reference to Exhibit 4.17 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2002).
4.18	—Amendment No. 4 to Registration Rights Agreement dated as of December 1, 2002, by and among Concentra Inc. and the several persons that are signatories thereto (incorporated by reference to Exhibit 4.18 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2002).
4.19	—Bridge Loan Agreement dated as of June 25, 2002 by and among Concentra Inc., the Lenders that are parties thereto, and Citicorp North America, Inc. (incorporated by reference to Exhibit 10.1 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
4.20	—Amendment No. 1 to Bridge Loan Agreement dated as of October 23, 2002, by and among Concentra Inc., the Lenders that are parties thereto, and Citicorp North America, Inc. (incorporated by reference to Exhibit 4.20 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2002).
4.21*	—Amendment No. 2 to Bridge Loan Agreement dated as of November 14, 2002, by and among Concentra Inc., the Lenders that are parties thereto, and Citicorp North America, Inc.
4.22	—Forms of Global Notes for 9 1/2% Senior Subordinated Notes of Concentra Operating (included as exhibits to Exhibit 4.5 hereto).

II-26

Exhibit Number	Description
5.1*	—Opinion of Vinson & Elkins L.L.P.
10.1	—Securities Purchase Agreement dated November 1, 2001, by and among Concentra Inc. and the several purchasers named on Schedule I thereto, relating to the issuance and sale of 2,266,546 shares of Concentra Inc. common stock and warrants to purchase 771,277 shares of Concentra Inc. common stock (incorporated by reference to Exhibit 10.2 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
10.2	—Credit Agreement dated as of August 13, 2003, by and among Concentra Inc., Concentra Operating, the several lenders from time to time parties thereto, JPMorgan Chase Bank, as Administrative Agent, Deutsche Banc Alex Brown, as Documentation Agent, and Credit Suisse First Boston and Citicorp North America, Inc., as Co-Syndication Agents.
10.3*	—Amendment to Credit Agreement dated as of November 17, 2003, by and among Concentra Inc., Concentra Operating, the several lenders from time to time parties thereto, JPMorgan Chase Bank, as Administrative Agent, Deutsche Banc Alex Brown, as Documentation Agent, and Credit Suisse First Boston and Citicorp North America, Inc., as Co-Syndication Agents.
10.4	—Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.5	—Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan, as amended through June 20, 2002 (incorporated by reference to Exhibit 10.3 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
10.6	—Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan as Amended Through September 24, 2002 (incorporated by reference to Exhibit 10.1 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002).
10.7	—Concentra Managed Care, Inc. 1997 Long-Term Incentive Plan (incorporated by reference to Appendix G to the Joint Proxy Statement/Prospectus forming a part of Concentra Inc.’s Registration Statement on Form S-4 filed on July 31, 1997).
10.8	—Employment Agreement dated as of August 17, 1999, between Concentra Inc. and James M. Greenwood (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.9	—Employment Agreement dated as of August 17, 1999, between Concentra Inc. and Richard A. Parr II (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.10	—Employment Agreement dated as of August 17, 1999, between Concentra Inc. and Daniel J. Thomas (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.11	—Employment Agreement dated as of August 17, 1999, between Concentra Inc. and Thomas E. Kiraly (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.12	—Employment Agreement dated as of August 5, 2002 between Concentra Inc. and Frederick C. Dunlap (incorporated by reference to Exhibit 10.4 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.)

II-27

Exhibit Number	Description
10.13	—Indemnification Agreement dated as of June 26, 2003 between Concentra Inc. and Daniel J. Thomas (identical agreements were executed as of June 26, 2003 between Concentra Inc. and each of the following: John K. Carlyle, Frederick C. Dunlap, Carlos A. Ferrer, James M. Greenwood, Thomas E. Kiraly, D. Scott Mackesy, Steven E. Nelson, Richard A. Parr, Paul B. Queally and Richard J. Sabolik) (incorporated by reference to Exhibit 10.1 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
10.14	—Occupational Medicine Center Management and Consulting Agreement dated as of December 31, 1993, between Concentra Health Services, Inc. (formerly OccuCenters, Inc.) (“CHS”) and Occupational Health Centers of Southwest, P.A., an Arizona professional association (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of OccuSystems Inc., a Delaware corporation (“OccuSystems”), for the year ended December 31, 1995).
10.15	—Occupational Medicine Center Management and Consulting Agreement dated as of December 31, 1993, between CHS and Occupational Health Centers of New Jersey, a New Jersey professional association (incorporated by reference to Exhibit 10.8 to OccuSystems’ Registration Statement on Form S-1 filed on March 28, 1996).
10.16	—Amended and Restated Occupational Medicine Center Management and Consulting Agreement dated as of July 30, 2003 between Concentra Health Services, Inc. and Occupational Health Centers of the Southwest, P.A. (incorporation by reference to Exhibit 10.2 to Concentra Operating’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
10.17	—Stockholders Agreement dated as of August 17, 1999, by and among Concentra Inc. and the several persons named in Schedules I and II thereto (incorporated by reference to Concentra Operating’s Registration Statement on Form S-4, initially filed on November 12, 1999).
10.18	—Amendment No. 1 to Stockholders Agreement dated as of November 1, 2001, by and among Concentra Inc. and the several persons named in Schedules I and II thereto (incorporated by reference to Exhibit 10.26 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
10.19	—Amendment No. 2 to Stockholders Agreement dated as of November 20, 2002, by and among Concentra Inc. and the several persons named in Schedules I and II thereto (incorporated by reference to Exhibit 10.30 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2002).
10.20	—Amendment No. 3 to Stockholders Agreement dated as of December 1, 2002, by and among Concentra Inc. and the several persons named in Schedules I and II thereto (incorporated by reference to Exhibit 10.31 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2002).
10.21	—Stockholders Agreement dated as of November 20, 2001, by and among Concentra Inc., Welsh, Carson, Anderson & Stowe VIII, L.P., certain holders of common stock and warrants to purchase common stock of Concentra Inc., certain stockholders of National Healthcare Resources, Inc., and Ferrer Freeman and Company, LLC, formerly known as Ferrer, Freeman, Thompson & Co., LLC (incorporated by reference to Exhibit 10.27 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
10.22	—Agreement and Plan of Reorganization dated August 29, 1997, by and among CRA Managed Care, Inc., OccuSystems, Inc., and Concentra Inc., formerly known as Concentra Managed Care, Inc. (incorporated by reference to Exhibit 2.1 to Concentra Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997).

II-28

Exhibit Number	Description
10.23	—Agreement and Plan of Merger dated March 2, 1999, by and between Yankee Acquisition Corp. and Concentra Inc. (incorporated by reference to Exhibit 2.1 to Concentra Inc.’s Current Report on Form 8-K filed on March 3,1999).
10.24	—Amended and Restated Agreement and Plan of Merger dated March 24, 1999, by and between Yankee Acquisition Corp. and Concentra Inc. (incorporated by reference to Exhibit 2.1 to Concentra Inc.’s Current Report on Form 8-K filed on July 14, 1999).
10.25	—Agreement and Plan of Merger dated as of November 2, 2001, by and among Concentra Inc., NHR Acquisition Company, Inc., and National Healthcare Resources, Inc. (incorporated by reference to Exhibit 2.5 to Concentra Operating’s Annual Report on Form 10-K for the year ended December 31, 2001).
10.26	—Asset Purchase Agreement among Concentra Inc., Concentra Operating and Em3 Corporation dated as of December 1, 2002 (incorporated by reference to Exhibit 10.1 to Concentra Operating’s Current Report on Form 8-K filed on December 13, 2002).
12.1*	—Computation of Ratio of Earnings to Fixed Charges.
21.1	—Subsidiaries of Concentra Operating (incorporated by reference to Exhibit 21.1 to Concentra Operating’s Registration Statement on Form S-4 filed with the SEC on August 28, 2003).
23.l*	—Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.2*	—Consent of Schreck Brignone (included in Annex A to Exhibit 5.1).
23.3*	—Consent of McDermott, Will & Emery (included in Annex B to Exhibit 5.1).
23.4*	—Consent of Richard A. Parr II (included in Annex C to Exhibit 5.1).
23.5*	—Consent of PricewaterhouseCoopers LLP.
24.1*	—Powers of Attorney (included on the signature pages of this Registration Statement).
25.1*	—Statement of Eligibility (Form T-1) of The Bank of New York, as trustee.

* Filed herewith

II-29

EX-1.1

Exhibit 1.1

EXECUTION COPY

$30,000,000

CONCENTRA OPERATING CORPORATION

9 ¹/2% Senior Subordinated Notes Due 2010

PURCHASE AGREEMENT

November 17, 2003

CREDIT SUISSE FIRST BOSTON LLC

CITIGROUP GLOBAL MARKETS INC.

        c/o Credit Suisse First Boston LLC,

        Eleven Madison Avenue,

        New York, N.Y. 10010-3629

Dear Sirs:

1. Introductory. Concentra Operating Corporation, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the initial purchasers named in Schedule A hereto (the “Purchasers”) $30,000,000 principal amount of its 9½% Senior Subordinated Notes Due 2010 (“Offered Securities”) to be issued as additional securities under the indenture dated as of August 13, 2003 (as it may be amended to reflect the issuance of the Offered Securities, the “Indenture”), among the Company, the subsidiary guarantors from time to time party thereto and The Bank of New York, as Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Securities Act”), and hereby agrees with the Purchasers as follows:

The Company’s obligations under the Offered Securities, including the due and punctual payment of interest on the Offered Securities, shall be unconditionally guaranteed (each, a “Guarantee” and, collectively, the “Guarantees”) on a senior subordinated basis by each of the Company’s domestic subsidiaries listed on Schedule B hereto (together, the “Guarantors”).

The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the date hereof among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities Exchange Commission (the “Commission”) registering the resale of the Offered Securities under the Securities Act.

Concurrently with the issue and sale of the Offered Securities (the “Offering”), as set forth in this Agreement, the Company will distribute a portion of the proceeds of the Offering, together with cash on hand, to Concentra Inc., a Delaware corporation and holder of all of the Company’s outstanding capital stock (“Holdings”), and Holdings will redeem all of its outstanding 14% Senior Discount Debentures due 2011 at the redemption price set forth in the indenture dated August 17, 1999, between Holdings (f/k/a Concentra Managed Care, Inc.) and The Bank of New York, as successor to United States Trust Company of New York, as trustee, for such debentures and otherwise in accordance in all respects with such indenture.

The obligation of the Company to sell to the Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents from the lenders under its senior credit facilities and Holdings’s obtaining the requisite consents from the lenders under its bridge loan agreement required to effect the Offering.

2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Purchasers that:

(a) An offering circular relating to the Offered Securities has been prepared by the Company. Such offering circular (the “Offering Circular”), as supplemented as of the date of this Agreement, together with any other document approved in writing by the Company for use in connection with the contemplated resale of the Offered Securities, are hereinafter collectively referred to as the “Offering Document”. On the date of this Agreement, the Offering Document does not, and on the Closing Date the Offering Document will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by either Purchaser specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(b) The Offered Securities have been duly authorized by the Company and each Guarantor and, when delivered and paid for pursuant to this Agreement and the Indenture, will have been duly executed, authenticated, issued and delivered and (assuming due authentication of the Offered Securities by the Trustee) will constitute valid and legally binding obligations of the Company and each Guarantor, entitled to the benefits provided in the Indenture and enforceable in accordance with their terms.

(c) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Nevada, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not individually or in the aggregate have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

(d) Each subsidiary of the Company has been duly incorporated or otherwise organized and is an existing corporation, limited liability company or other entity in good standing under the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate, limited liability company or other, as applicable) to own its properties and conduct its business as described in the Offering Document; and each subsidiary of the Company is duly qualified to do business as a foreign corporation or other business entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued and outstanding capital stock or other equity interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and, in the case of corporate subsidiaries, nonassessable; and, after giving effect to the Transactions (as defined in the Offering Document), the capital stock or other equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects other than as described in the Offering Document. A list of all subsidiaries of the Company, including their respective legal names, jurisdictions of formation or organization, the Company’s direct or indirect ownership therein and whether they are Guarantors is attached hereto as Schedule C.

(e) The Indenture has been duly authorized by the Company and each Guarantor; when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered (assuming due authorization, execution and delivery of the Indenture by the Trustee and due authentication of the Offered Securities by the Trustee) and the Indenture and such Offered Securities will conform in all material respects to the description thereof contained in the Offering Document, and (assuming due authorization, execution and delivery of the Indenture by the Trustee) the Indenture will constitute valid

2

and legally binding obligations of the Company and each Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles.

(f) The Guarantee to be endorsed on the Offered Securities by each of the Guarantors has been duly authorized by such Guarantor and, on the Closing Date, will have been duly executed and delivered by each such Guarantor and will conform in all material respects to the description thereof contained in the Offering Document; when the Offered Securities have been issued, executed and authenticated in accordance with the Indenture and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, the Guarantee of each Guarantor endorsed thereon (assuming due authorization, execution and delivery of the Indenture by the Trustee and due authentication of the Offered Securities by the Trustee) will constitute valid and legally binding obligations of such Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles.

(g) On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “TIA” or “Trust Indenture Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) applicable to an indenture which is qualified thereunder.

(h) On the Closing Date, the Exchange Securities and Private Exchange Securities (each as defined in the Registration Rights Agreement) will have been duly authorized by the Company and the Guarantors; and when the Exchange Securities and Private Exchange Securities are issued, executed and authenticated in accordance with the terms of the Exchange Offer (as defined in the Registration Rights Agreement) and the Indenture, the Exchange Securities and Private Exchange Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles.

(i) The guarantee to be endorsed on the Exchange Securities and Private Exchange Securities by each Guarantor has been duly authorized by such Guarantor and, when issued, will have been duly executed and delivered by each such Guarantor; and when the Exchange Securities and Private Exchange Securities have been issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the guarantee of each Guarantor endorsed thereon will constitute valid and legally binding obligations of such Guarantor, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles.

(j) The Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and, on the Closing Date, will have been duly executed and delivered by the Company and each of the Guarantors. When the Registration Rights Agreement has been duly executed and delivered, the Registration Rights Agreement (assuming due authorization, execution and delivery thereof by each other party thereto other than the Company and the Guarantors) will be a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles and, as to rights of indemnification or contribution, to principles of public policy or Federal or state securities laws relating thereto. On the Closing Date, the Registration Rights Agreement will conform in all material respects to the description thereof in the Offering Document.

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(k) Neither the Company nor any of the Subsidiaries is (i) in violation of its respective charter or by-laws or (ii) in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective property is bound, except in each case for such violations or defaults under clause (ii) above that would not, individually or in the aggregate, have a Material Adverse Effect.

(l) There are no contracts, agreements or understandings between the Company or any Guarantor and any person granting such person the right to require the Company or such Guarantor to include any securities in any registration statement required to be filed pursuant to the Registration Rights Agreement.

(m) Except as disclosed in the Offering Document, there are no contracts, agreements or understandings between the Company or any subsidiary and any person (other than the Purchasers) that would give rise to a valid claim against the Company, any subsidiary or either Purchaser for a brokerage commission, finder’s fee or other like payment with respect to the Offered Securities or otherwise as a result of the transactions contemplated by this Agreement.

(n) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement in connection with the issuance and sale of the Offered Securities, the Exchange Securities or the Private Exchange Securities by the Company or the issuance of the Guarantees or the guarantees related to the Exchange Securities or Private Exchange Securities by the Guarantors, except (i) for the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement with the Commission and the order of the Commission declaring the Exchange Offer Registration Statement or the Shelf Registration Statement (each as defined in the Registration Rights Agreement) effective, (ii) as may be required by the Trust Indenture Act or (iii) for any consent, approval, authorization, order or filing required pursuant to state “blue sky” laws for foreign securities laws.

(o) The execution, delivery and performance of the Indenture, the Guarantees, this Agreement and the Registration Rights Agreement by the Company and the Guarantors, and the issuance and sale of the Offered Securities by the Company and the issuance of the Guarantees by the Guarantors, and compliance in each case with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their respective properties, (ii) any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject or (iii) the charter or by-laws of the Company or any such subsidiary, in each case as contemplated by this Agreement, except in each case for such breaches, violations or defaults under clause (ii) above that would not, individually or in the aggregate, have a Material Adverse Effect; and the Company has full corporate power and authority to authorize, issue and sell the Offered Securities, the Exchange Securities and the Private Exchange Securities and the Guarantors have the corporate, limited liability company or other power and authority to issue the Guarantees and the guarantees related to the Exchange Securities and the Private Exchange Securities.

(p) This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors.

(q) Except as disclosed in the Offering Document, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them and which are material to the business of the Company and its subsidiaries as currently conducted, in each case free from liens, encumbrances and defects that would materially interfere with their ability to conduct their business

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as currently conducted or utilize such property or asset for its intended purpose; and, except as disclosed in the Offering Document, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with their ability to conduct their business as currently conducted or utilize such property for its intended purpose.

(r) The Company and its subsidiaries own, possess, or can acquire on reasonable terms adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “Intellectual Property Rights”) necessary to conduct the business now operated by them, or presently employed by them, except for such failures to own or possess or such inability to acquire as would not, individually or in the aggregate, have a Material Adverse Effect, and have not received any notice of infringement of or conflict with asserted rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(s) Except as disclosed in the Offering Document, neither the Company nor any of its subsidiaries (i) is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), (ii) owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, (iii) is liable for any off-site disposal or contamination pursuant to any Environmental Laws or (iv) is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(t) Except as disclosed in the Offering Document, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under the Indenture or this Agreement, or the Registration Rights Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are, to the Company’s knowledge, threatened or contemplated.

(u) The financial statements included in the Offering Document, taken together with the notes thereto, present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; and the assumptions used in preparing the pro forma financial data included in the Offering Document provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect in all material respects to those assumptions and the pro forma columns therein reflect the proper application of the adjustments to the corresponding historical financial statement amounts.

(v) Except as disclosed in the Offering Document, since the date of the latest audited financial statements included in the Offering Document there has been no material adverse change, nor any development or event that would reasonably be expected to cause a material adverse change, in the condition (financial or otherwise), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Offering Document, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(w) The Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and files reports with the Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

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(x) The Company is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940 (the “Investment Company Act”); and the Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Offering Document, will not be an “investment company” as defined in the Investment Company Act.

(y) The Company has such permits, licenses, consents, exemptions, franchises, authorizations and other approvals (“Permits”) of, and has made all filings with and notice to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, laws relating to the provisions of occupational healthcare services, medical review services and the operation of managed care provider networks as are necessary to own, lease, license and operate its properties and to conduct its business, except where the failure to have any such Permit or to make any such filing or notice would not, singly or in the aggregate, have a Material Adverse Effect. Each such Permit is valid and in full force and effect and the Company is in compliance with all the terms and conditions of its permits and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; no event has occurred (including the receipt of any notice from any authority or governing body) which allows or, after notice or elapse of time or both, would allow revocation, suspension or termination of any such Permit, or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Permit; and such Permits contain no restrictions that are unduly burdensome to the Company, except, in each case, where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a Material Adverse Effect.

(z) To the Company’s knowledge, neither the Company nor any affiliated entity, including, without limitation, any professional corporation, partnership or association, with which the Company or any affiliated entity contracts and through which services are provided (each a “Group Member” or collectively, the “Group Members”) has received any indication or notice, written or oral, from representatives of state workers’ compensation bureaus or organizations or the Medicare, Medicaid or CHAMPUS programs (each, a “Program” and, collectively, the “Programs”) or any other federal or state agency that any of the Group Members’ agreements or arrangements are contrary to any federal or state fraud and abuse laws or regulations or federal or state self-referral laws or regulations.

(aa) Except as set forth in the Offering Document or except for such violations which, singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, to the Company’s knowledge, neither the Company nor any affiliated professional corporation, partnership or association has violated any federal, state or local statutes, rules or regulations or permit requirements relating to fraud and abuse, self-referral, fee-splitting, the corporate practice of medicine, the Programs, workers’ compensation, automobile insurance and other laws that regulate the ownership or operation of managed care provider networks or the provision of occupational healthcare services, cost containment services or medical review services or healthcare services generally or require licensing, certification or other approval of such services provided (collectively, the “Relevant Healthcare Laws”). Except for such violations which, singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, to the Company’s knowledge, neither the Company, nor any affiliated professional corporation, partnership or association has engaged in a pattern or practice of making payments intended to obtain or induce patient referrals for any of their operations.

(bb) All Group Members that provide items and services reimbursed by the Programs are eligible to participate in the Programs.

(cc) The Group Members employ personnel familiar with the various laws and regulations governing workers’ compensation and reimbursement under the Programs and conduct periodic audits of the Group Members’ billing and collection procedures. To the best of the Company’s knowledge, (i) each Group Member

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is in substantial compliance with those laws and regulations; and (ii) except as otherwise indicated in the Offering Document, no Group Member has received any indication or notice, written or oral, from representatives of the Programs or any other federal or state agency that any of the Group Members’ billing procedures will be audited.

(dd) To the Company’s knowledge, the Group Members are in compliance with the laws and regulations pertaining to (i) physician licensure and (ii) physician fee-splitting in all states in which they are organized and otherwise authorized to conduct business, and are not engaged, either directly or indirectly, in either the unauthorized or unlicensed practice of medicine or in prohibited physician fee-splitting arrangements, except where such failure to be in compliance, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(ee) To the Company’s knowledge, no Group Member, or any individual or business entity with which a Group Member contracts and through which services are provided, has received any indication or notice, written or oral, from representatives of the United States Department of Health and Human Services or any other federal or state agency or accrediting body regarding any matters, including, but not limited to, the revocation, suspension, termination or modification of any applicable licenses, certifications, accreditations or supplier numbers, which has had or could have with the passage of time a Material Adverse Effect.

(ff) No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Offered Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

(gg) Subject to the accuracy of the Purchasers’ representations and warranties and their compliance with their agreements and the procedures in Section 4 of this Agreement, the offer and sale of the Offered Securities by the Company to the Purchasers in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act by reason of Section 4(2) thereof and Regulation S thereunder and it is not necessary to qualify an indenture in respect of the Offered Securities under the TIA.

(hh) Except as disclosed in the Offering Circular, neither the Company, nor any of its affiliates, nor any person acting on its or their behalf (other than the Purchasers, as to which the Company and the Guarantors make no representation or warranty) (i) has, within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S under the Securities Act) the Offered Securities or any security of the same class or series as the Offered Securities or (ii) has offered or will offer or sell the Offered Securities (A) in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) with respect to any securities sold in reliance on Rule 903 of Regulation S, by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S. The Company has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for this Agreement.

(ii) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Offered Securities) will violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

(jj) No “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act (i) has imposed (or has informed the Company or any Guarantor that it is considering imposing) any condition (financial or otherwise) on the Company’s or any Guarantor’s retaining any rating assigned to the Company or any Guarantor, any securities of the Company or any Guarantor or (ii) has indicated to the Company or any Guarantor that it is considering (a) the downgrading, suspension, or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating so assigned or (b) any change in the outlook for any rating of the Company, any Guarantor or any securities of the Company or any Guarantor.

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(kk) None of the company, the Guarantors nor any of their respective affiliates or any person acting on its or their behalf (other than the Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”) with respect to the Offered Securities or the Guarantees.

(ll) The Offered Securities offered and sold in reliance on Regulation S have been and will be offered and sold only in offshore transactions, assuming the accuracy of the Purchaser’s representations set forth in Section 4 hereof.

(mm) The sale of the Offered Securities pursuant to Regulation S is not part of a plan or scheme by the Company or the Guarantors to evade the registration provisions of the Securities Act.

(nn) No form of general solicitation or general advertising (as defined in Regulation D under the Securities Act) was used by the Company, the Guarantors or any of their respective representatives (other than the Purchasers, as to whom the Company and the Guarantors make no representation or warranty) in connection with the offer and sale of the Offered Securities contemplated hereby, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Except as disclosed in the Offering Circular, no securities of the same class as the Offered Securities have been issued and sold by the Company within the six-month period immediately prior to the date hereof.

(oo) No registration under the Securities Act of the Offered Securities or the Guarantees is required for the sale of the Offered Securities and the Guarantees to the Purchasers as contemplated hereby or for the exempt resales by the Initial Purchasers, assuming the accuracy of the Purchaser’s representations set forth in Section 4 hereof.

3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchasers, and the Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 103.305% of the principal amount thereof plus accrued interest from August 13, 2003 to the Closing Date the respective principal amounts of Offered Securities set forth opposite the names of the Purchasers in Schedule A hereto.

The Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more temporary global Securities in registered form without interest coupons (the “Temporary Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of one or more permanent global securities in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Temporary Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Offering Document. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document.

Payment for the Temporary Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account of the Company or an account as the Company

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may direct at a bank acceptable to the representatives, at the office of Cravath, Swaine & Moore LLP at 9:30 a.m. (New York time) on November 21, 2003, or at such other time not later than seven full business days thereafter as the Purchasers and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities. The Temporary Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the office of Cravath, Swaine & Moore LLP at least 24 hours prior to the Closing Date.

4. Representations by Purchasers; Resale by Purchasers.

(a) Each Purchaser severally represents and warrants to the Company that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

(b) Each Purchaser severally acknowledges that the Offered Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser severally represents and agrees that it has offered and sold the Offered Securities and will offer and sell the Offered Securities (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 144A (“Rule 144A”) or Rule 903 under the Securities Act. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Offered Securities, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Offered Securities, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Offered Securities from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

Terms used in this subsection (b) have the meanings given to them by Regulation S.

(c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for any such arrangements with the other Purchaser or affiliates of the other Purchaser or with the prior written consent of the Company.

(d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Offered Securities by means of any form of general solicitation or general advertising, within the meaning of Rule 502(c) under the Securities Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Offered Securities, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

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5. Certain Agreements of the Company. The Company agrees with the Purchasers that:

(a) The Company will advise the Purchasers promptly of any proposal to amend or supplement the Offering Document and will not effect such amendment or supplementation without the Purchasers’ consent, which consent will not be reasonably withheld or delayed. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers any event occurs as a result of which the Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company promptly will notify the Purchasers of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither the Purchasers’ consent to, nor the Purchasers’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(b) The Company will furnish to the Purchasers copies of the Offering Document and all amendments and supplements to such document, in each case as soon as available and in such quantities as the Purchasers reasonably request. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act and any of the Offered Securities remain outstanding, the Company will promptly furnish or cause to be furnished to the Purchasers and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Purchasers all such documents.

(c) The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such states in the United States as the Purchasers reasonably designate and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state.

(e) During the period of two years after the Closing Date, the Company will, upon request, furnish to the Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities.

(f) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them.

(g) During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

(h) The Company will pay all expenses incidental to the performance of its obligations under this Agreement, the Indenture and the Registration Rights Agreement including (i) the fees and expenses of the Trustee and its professional advisers, (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Registration Rights Agreement, the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable the Exchange Securities, (iii) the cost of qualifying the Offered Securities for trading in The Portal^SM Market (“PORTAL”) of The Nasdaq Stock Market, Inc. and any expenses incidental thereto, (iv) the

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cost of any advertising approved by the Company in connection with the issue of the Offered Securities, (v) for any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions as the Purchasers designate and the printing of memoranda relating thereto, (vi) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, and (vii) for expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company will reimburse the Purchasers for all travel expenses of the Purchasers and the Company’s officers and employees and any other expenses of the Purchasers and the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities.

(i) In connection with the offering, until the Purchasers shall have notified the Company and the other Purchaser of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities.

(j) The Company will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offer and sale of the Offered Securities.

6. Conditions of the Obligations of the Purchasers. The obligations of the Purchasers to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, as of the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) The Purchasers shall have received a letter, dated the date of this Agreement, of PricewaterhouseCoopers confirming that they are independent public accountants under Rule 101 of the American Institute of Certified Public Accountants Code of Professional Conduct, and its interpretations and rulings, and to the effect that:

(i) In their opinion the consolidated financial statements and financial statement schedules audited by them and included in the Offering Circular comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the applicable rules and regulations thereunder (the “Rules and Regulations”);

(ii) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 100, Interim Financial Information, on the unaudited financial statements included in the Offering Circular;

(iii) on the basis of the review referred to in clause (ii) above, a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that:

(A) the unaudited financial statements included in the Offering Circular do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published Rules and Regulations or any material modifications should be made to such unaudited condensed financial statements for them to be in conformity with generally accepted accounting principles;

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(B) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of this Agreement, there was any change in the capital stock or any increase in short-term indebtedness or long-term debt of the Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets (working capital) or net assets, as compared with amounts shown on the latest balance sheet included in the Offering Circular ; or

(C) for the period from the closing date of the latest income statement included in the Offering Circular to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated net sales, net operating income or consolidated net income or total income;

except in all cases set forth in clauses (B) and (C) above for changes, increases or decreases which the Offering Circular disclose have occurred or may occur or which are described in such letter; and

(iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Offering Circular (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter.

(b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or otherwise), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the reasonable judgment of the Purchasers is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Purchasers, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the reasonable judgment of the Purchasers, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and delivery and payment for the Offered Securities.

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(c) The Purchasers shall have received an opinion, dated as of the Closing Date, of Vinson & Elkins L.L.P., counsel for the Company, that:

(i) The Indenture, the Guarantees and the Offered Securities conform in all material respects to the description thereof contained in the Offering Circular; and (assuming due authorization, execution and delivery of the Indenture by the Trustee, due authentication of the Offered Securities by the Trustee and delivery of the Offered Securities against payment therefor in accordance with the Purchase Agreement) the Indenture, the Guarantees and the Offered Securities constitute valid and legally binding obligations of the Company and of the Guarantors enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles;

(ii) The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Offering Circular, will not be an “investment company” as defined in the Investment Company Act;

(iii) The Indenture conforms in all material respects to the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder;

(iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement in connection with the issuance or sale of the Offered Securities by the Company or the issuance of the Guarantees or the guarantees related to the Exchange Securities or Private Exchange Securities by the Guarantors, except (i) for the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement with the Commission and the order of the Commission declaring the Exchange Offer Registration Statement or the Shelf Registration Statement effective, (ii) as may be required by the Trust Indenture Act or (iii) for any consent, approval, authorization, order, or filing required pursuant to federal or state securities or “blue sky” laws of foreign securities laws;

(v) The execution, delivery and performance of the Indenture, the Guarantees, this Agreement and the Registration Rights Agreement by the Company and the Guarantors, and the issuance and sale of the Offered Securities by the Company and the issuance of the Guarantees by the Guarantors, the application of the net proceeds therefrom and compliance in each case with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s senior secured credit facilities or the indenture governing the Company’s 13% Senior Subordinated Notes;

(vi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and by each of the Guarantors and (assuming due authorization, execution and delivery by the Purchasers) constitutes a valid and legally binding obligation of the Company and of the Guarantors enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles and public policy considerations with respect to any rights of indemnity or contribution;

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(vii) The Exchange Securities and Private Exchange Securities have been duly authorized by the Company and each of the Guarantors; and when the Exchange Securities and Private Exchange Securities are issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Exchange Securities and Private Exchange Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles;

(viii) The Guarantee to be endorsed on the Offered Securities by each Guarantor has been duly authorized by such Guarantor and conforms in all material respects to the description thereof in the Offering Circular; and when the Exchange Securities and Private Exchange Securities have been issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the guarantee of each Guarantor endorsed thereon will constitute the valid and legally binding obligation of such Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles;

(ix) The Guarantee to be endorsed on the Exchange Securities and Private Exchange Securities by each Guarantor has been duly authorized by such Guarantor and has been duly executed and delivered by each such Guarantor; and when the Exchange Securities and Private Exchange Securities have been issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the guarantee of each Guarantor endorsed thereon will constitute the valid and legally binding obligation of such Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equity principles; and

(x) Assuming the accuracy of the Purchaser’s representations and warranties set forth in this Agreement, it is not necessary in connection with (i) the offer, sale and delivery of the Offered Securities by the Company to the Purchasers pursuant to this Agreement or (ii) the resales of the Offered Securities by the Purchasers in the manner contemplated hereby to register the Offered Securities under the Securities Act or to qualify an indenture in respect thereof under the TIA.

In addition, such counsel shall state in a letter to the Purchasers that such counsel has no reason to believe that the Offering Circular, or any amendment or supplement thereto, as of the date hereof and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Offering Circular. In rendering its opinion pursuant to this Section, Vinson & Elkins L.L.P. shall be entitled to rely (i) as to matters involving the application of laws of any jurisdiction other than the State of Texas, the State of Delaware, the State of New York or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are reasonably satisfactory to counsel for the Purchasers; and (ii) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. In addition, in rendering its opinion pursuant to this Section, Vinson & Elkins L.L.P. shall be permitted to assume the due authorization, execution and delivery of the documents and securities referenced in paragraphs (i) through (x) above.

(d) The Purchasers shall have received an opinion, dated as of the Closing Date, of Richard A. Parr II, General Counsel to the Company, that:

(i) The Indenture has been duly authorized, executed and delivered by the Company and each Guarantor; the Guarantees have been duly authorized, executed and delivered by the applicable Guarantor; the Offered Securities have been duly authorized, executed, issued and delivered by the Company;

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(ii) This Agreement has been duly authorized, executed and delivered by the Company and by each of the Guarantors;

(iii) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and by each of the Guarantors;

(iv) The Exchange Securities and Private Exchange Securities have been duly authorized by the Company and each of the Guarantors;

(v) The Guarantee to be endorsed on the Offered Securities by each Guarantor has been duly authorized by each such Guarantor;

(vi) The Guarantee to be endorsed on the Exchange Securities and Private Exchange Securities by each Guarantor has been duly authorized by such Guarantor and has been duly executed and delivered by each such Guarantor;

(vii) The Company is an existing corporation in good standing under the laws of the State of Nevada, with corporate power and authority to own its properties and conduct its business as described in the Offering Circular; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect;

(viii) Each subsidiary of the Company is an existing corporation, limited liability company or other entity in good standing under the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate, limited liability company and other, as applicable) to own its properties and conduct its business as described in the Offering Circular; and each subsidiary of the Company is duly qualified to do business as a foreign corporation or other business entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and, in the case of corporate subsidiaries, nonassessable;

(ix) To such counsel’s knowledge, there are no contracts, agreements or understandings between the Company or any Guarantor and any person granting such person the right to require the Company or such Guarantor to include any securities in any registration statement required to be filed pursuant to the Registration Rights Agreement.

(x) To such counsel’s knowledge, except as set forth in the Offering Circular, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under the Indenture, this Agreement, or the Registration Rights Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are, to such counsel’s knowledge, threatened or contemplated;

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(xi) The execution, delivery and performance of the Indenture, the Guarantees, this Agreement and the Registration Rights Agreement and the issuance and sale of the Offered Securities, the application of the net proceeds therefrom and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule or regulation or, to such counsel’s knowledge, any order of any governmental agency or body or any court having jurisdiction over the Company or any subsidiary of the Company or any of their properties, including, without limitation, any Environmental Law, any Relevant Healthcare Law, any Program or the rules and regulations promulgated thereunder, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject and which has been filed with the Commission in connection with the Company’s most recent annual report on Form 10-K, as amended to the date of this agreement, or the charter or by-laws of the Company or any such subsidiary, except that no opinion need be expressed pursuant to this paragraph related to securities or other anti-fraud statutes, rules or regulations; and the Company has full corporate power and authority to authorize, issue and sell the Offered Securities, the Exchange Securities and the Private Exchange Securities, and the Guarantors have the corporate, limited liability company or other power and authority to issue the Guarantees and the guarantees related to the Exchange Securities and the Private Exchange Securities, in each case as contemplated by this Agreement;

(xii) The statements in the Offering Circular set forth under the headings “Risk Factors—Changes in state laws, rules and regulations, including those governing the corporate practice of medicine, fee splitting, worker’s compensation and insurance laws, rules and regulations, may affect our ability to expand all of our operations into other states and, therefore, our profitability,” “Risk Factors—New federal and state legislative and regulatory initiatives relating to patient privacy and new federal legislative and regulatory initiatives relating to the use of standard transaction code sets have required us and will continue to require us to expend substantial sums of money on the acquisition and implementation of new information systems, which could negatively impact our profitability,” “Risk Factors—Changes in the federal Anti-Kickback Statute and Stark Law and/or similar state laws, rules and regulations could adversely affect our profitability and ability to expand our operations,” “Business—Government Regulation,” “Certain Relationships and Related Transactions,” “Description of Other Indebtedness” and “United States Federal Income Tax Considerations,” insofar as such statements purport to constitute a summary of the legal matters referred to therein or the terms of the contracts referred to therein are accurate in all material respects and fairly summarize the matters set forth therein;

(xiii) To such counsel’s knowledge, the Company has such Permits of, and has made all filings with and notice to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, laws relating to the provisions of occupational healthcare services, medical review services and the operation of managed care provider networks as are necessary to own, lease, license and operate its properties and to conduct its business, except where the failure to have any such Permit or to make any such filing or notice would not, singly or in the aggregate, have a Material Adverse Effect; to such counsel’s knowledge, each such Permit is valid and in full force and effect and the Company is in compliance with all the terms and conditions of its permits and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; to such counsel’s knowledge, no event has occurred (including the receipt of any notice from any authority or governing body) which allows or, after notice or elapse of time or both, would allow revocation, suspension or termination of any such Permit, or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such permit; and to such counsel’s knowledge, such Permits contain no restrictions that are

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unduly burdensome to the Company, except, in each case, where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a Material Adverse Effect;

(xiv) To such counsel’s knowledge, neither the Company nor any Group Member has received any indication or notice, written or oral, from representatives of any Program or any other federal or state agency that any of the Group Members’ agreements or arrangements are contrary to any federal or state fraud and abuse laws or regulations or federal or state self-referral laws or regulations;

(xv) Except as set forth in the Offering Circular or except for such violations which, singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, to such counsel’s knowledge, neither the Company nor any affiliated professional corporation, partnership or association has violated any Relevant Healthcare Law; except for such violations which, singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, to such counsel’s knowledge, neither the Company, nor any affiliated professional corporation, partnership or association has engaged in a pattern or practice of making payments intended to obtain or induce patient referrals for any of their operations;

(xvi) To such counsel’s knowledge, all Group Members that provide items and services reimbursed by the Programs are eligible to participate in the Programs;

(xvii) To such counsel’s knowledge, the Group Members employ personnel familiar with the various laws and regulations governing workers’ compensation and reimbursement under the Programs and conduct periodic audits of the Group Members’ billing and collection procedures; to such counsel’s knowledge, (i) each Group Member is in substantial compliance with those laws and regulations; and (ii) except as otherwise indicated in the Offering Circular, no Group Member has received any indication or notice, written or oral, from representatives of the Programs or any other federal or state agency that any of the Group Members’ billing procedures will be audited;

(xviii) To such counsel’s knowledge, the Group Members are in compliance with the laws and regulations pertaining to (i) physician licensure and (ii) physician fee-splitting in all states in which they are organized and otherwise authorized to conduct business, and are not engaged, either directly or indirectly, in either the unauthorized or unlicensed practice of medicine or in prohibited physician fee-splitting arrangements, except where such failure to be in compliance, singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and

(xix) To such counsel’s knowledge, no Group Member, or any individual or business entity with which a Group Member contracts and through which services are provided, has received any indication or notice, written or oral, from representatives of the United States Department of Health and Human Services or any other federal or state agency or accrediting body regarding any matters, including, but not limited to, the revocation, suspension, termination or modification of any applicable licenses, certifications, accreditations or supplier numbers, which has had or could have with the passage of time a Material Adverse Effect.

In addition, such counsel shall state in a letter to the Purchasers that such counsel has no reason to believe that the Offering Circular, or any amendment or supplement thereto, as of the date hereof and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial data

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contained in the Offering Circular. In rendering his opinion pursuant to this Section, the Company’s General Counsel shall be entitled to rely (i) as to matters involving the application of laws of any jurisdiction other than the State of Texas or the Federal laws of the United States, to the extent he deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are reasonably satisfactory to counsel for the Purchasers; and (ii) as to matters of fact, to the extent he deems proper, on certificates of responsible officers of the Company and public officials.

(e) The Purchasers shall have received an opinion, dated the Closing Date, from counsel reasonably satisfactory to the Purchasers with respect to the incorporation and good standing of the Company, the valid existence and good standing of any subsidiary incorporated or organized under the laws of the State of Nevada, the valid existence and good standing of any subsidiary incorporated or organized under the laws of the State of Massachusetts and the valid existence and good standing of each other subsidiary for which an opinion will be delivered for the benefit of the lenders under the Facilities.

(f) The Purchasers shall have received from Cravath, Swaine & Moore LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the validity of the Offered Securities, the Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Company to the Purchasers and the resales by the Purchasers as contemplated hereby and other related matters as the Purchasers may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(g) The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the dates of the most recent financial statements in the Offering Circular there has been no material adverse change, nor any development or event that would reasonably be expected to cause a material adverse change, in the condition (financial or otherwise), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in the Offering Circular (exclusive of any amendment or supplement thereto on or after the date of this Agreement).

(h) The Purchasers shall have received a letter, dated the Closing Date, of PricewaterhouseCoopers which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection.

(i) The Company, the Guarantors and the Trustee shall have entered into the Indenture and the Purchasers shall have received counterparts, conformed as executed, thereof.

(j) The Company and the Guarantors shall have entered into the Registration Rights Agreement and the Purchasers shall have received counterparts, conformed as executed, thereof.

(k) The Company shall have obtained from the lenders under its senior credit facilities, and Holdings shall have obtained from the lenders under its bridge loan agreement, the written consents required thereunder to effect the Offering.

The Company will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. The Purchasers may in their sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder.

7. Conditions of the Obligations of the Company and the Guarantors. The obligations of the Company and the Guarantors to issue and sell the Offered Securities on the Closing Date will be subject to the condition precedent

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that the Company shall have obtained from the lenders under its senior credit facilities, and Holdings shall have obtained from the lenders under its bridge loan agreement, the written consents required thereunder to effect the Offering.

8. Indemnification and Contribution. (a) The Company and the Guarantors will, jointly and severally, indemnify and hold harmless each Purchaser, its partners, directors and officers and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering Document, or any amendment or supplement thereto, or any related preliminary offering circular, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, including any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement, and will reimburse each Purchaser for any out-of-pocket legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by either Purchaser specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below.

(b) Each Purchaser will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering Document, or any amendment or supplement thereto, or any related preliminary offering circular, or arise out of or are based upon the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Purchasers specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by the Purchasers consists of the following information in the Offering Document furnished on behalf of each Purchaser: the third, sixth, ninth, tenth and eleventh paragraphs under the caption “Plan of Distribution” and the paragraph on the cover page regarding the delivery of the Offered Securities; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such

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indemnified party (who shall not, except with the consent of the indemnified party, such consent not to be unreasonably withheld or delayed be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded, based on the advice of legal counsel, that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for either Purchaser, its affiliates, directors and officers and any control persons of such Purchaser shall be designated in writing by Credit Suisse First Boston LLC and any such separate firm for the Company, the Guarantors, their directors and officers and any control persons of the Company and the Guarantors shall be designated in writing by the Company. In no event will the indemnifying party be required to pay the fees and expenses of more than one counsel for the indemnified parties in any jurisdiction. No indemnified party shall effect any settlement of any pending or threatened action for which indemnification is provided without the prior written consent of the indemnifying parties, such consent not to be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, other than unavailability caused by the express provisions of subsections (a), (b) or (c), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchasers on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Purchasers from the Company under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d) no Purchaser shall be required to contribute any amount in excess of the amount by which the total discounts, fees and commissions received by such Purchaser

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exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Purchasers’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.

(e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls either Purchaser within the meaning of the Securities Act or the Exchange Act; and the obligations of the Purchasers under this Section shall be in addition to any liability which the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act.

9. Default of Purchasers. If either Purchaser defaults in its obligations to purchase Securities hereunder and the aggregate principal amount of the Offered Securities that such defaulting Purchaser agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities, the non-defaulting Purchaser may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons (provided that such persons shall not cause the offer, sale or issuance of the Offered Securities to require registration under the Securities Act, other than pursuant to the Registration Rights Agreement, or make the exemptions provided by Rule 144A and/or Regulation S unavailable for the offer, sale and issuance of the Offered Securities), but if no such arrangements are made by the Closing Date, the non-defaulting Purchaser shall be obligated to purchase the Offered Securities that the defaulting Purchaser agreed but failed to purchase. If either Purchaser so defaults and the aggregate principal amount of the Offered Securities with respect to which such default occurs exceeds 10% of the total principal amount of the Offered Securities and arrangements satisfactory to the non-defaulting Purchaser and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Purchaser or the Company, except as provided in Section 10. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of either Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 (provided that nothing shall prohibit the Company from seeking damages from any defaulting Purchaser) and the respective obligations of the Company and the Purchasers pursuant to Section 8 shall remain in effect. If the purchase of the Offered Securities by the Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 6(b), the Company will reimburse the Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

11. Notices. All communications hereunder will be in writing and, if sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to the Purchasers, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group, and c/o Citigroup Global Markets Inc., 388 Greenwich Street, 32nd Floor, New York, NY 10013, Attention: Legal — Addison Crawford, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Concentra Operating Corporation, 5080 Spectrum Drive, Suite 400-West Tower, Addison, TX 75001, Attention: Richard Parr, Esq.; provided, however, that any notice to a Purchaser pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Purchaser.

21

12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder, except that holders of Offered Securities shall be entitled to enforce the agreements for their benefit contained in the second and third sentences of Section 5(b) hereof against the Company as if such holders were parties hereto.

13. Representation of Purchasers. You will act for the Purchasers in connection with this purchase, and any action under this Agreement taken by you jointly or by the Purchasers will be binding upon all the Purchasers.

14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

15. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

[The remainder of this page is blank.]

22

If the foregoing is in accordance with the Purchasers’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the Purchasers in accordance with its terms.

Very truly yours,
CONCENTRA OPERATING CORPORATION
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Executive Vice President, General              Counsel and Corporate Secretary
CONCENTRA HEALTH SERVICES, INC.,
by
	/s/ Richard A. Parr II
	Name: Richard A. Parr II
	Title:   Executive Vice President, General             Counsel and Corporate Secretary
CONCENTRA INTEGRATED SERVICES, INC.,
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Executive Vice President and Clerk
CONCENTRA LABORATORY, L.L.C.,
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Vice President and Corporate              Secretary
CONCENTRA MANAGED CARE BUSINESS TRUST,
by
	/s/ Daniel J. Thomas
	Name: Daniel J. Thomas
	Title:   Trustee
CONCENTRA MANAGEMENT SERVICES, INC.,
by
	/s/ Richard A. Parr II
	Name: Richard A. Parr II
	Title:   Vice President and Corporate             Secretary

23

CONCENTRA PREFERRED SYSTEMS, INC.,
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Executive Vice President, General              Counsel and Corporate Secretary
CONCENTRA PREFERRED BUSINESS TRUST,
by
	/s/ Daniel J. Thomas
	Name: Daniel J. Thomas
	Title:   Trustee
CRA MANAGED CARE OF WASHINGTON, INC.,
by
	/s/ Richard A. Parr II
	Name: Richard A. Parr II
	Title:   Executive Vice President and             Corporate Secretary
CRA-MCO, INC.,
by
	/s/ Richard A. Parr II
	Name: Richard A. Parr II
	Title:   Executive Vice President and             Corporate Secretary
FIRST NOTICE SYSTEMS, INC.,
by
	/s/ Richard A. Parr II
	Name: Richard A. Parr II
	Title:   Vice President and Corporate             Secretary
FOCUS HEALTHCARE BUSINESS TRUST,
by
	/s/ Daniel J. Thomas
	Name: Daniel J. Thomas
	Title:   Trustee
FOCUS HEALTHCARE MANAGEMENT, INC.,
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Vice President and Corporate               Secretary

24

HEALTHNETWORK SYSTEMS LLC,
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Vice President, General Counsel and              Corporate Secretary
MEDICAL NETWORK SYSTEMS LLC,
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Vice President, General Counsel and              Corporate Secretary
METRACOMP INC.,
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Vice President and Corporate              Secretary
NATIONAL HEALTHCARE RESOURCES, INC.,
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Senior Vice President and Corporate              Secretary
NHR WASHINGTON, INC.,
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Vice President and Corporate              Secretary
OCCUCENTERS I, L.P.
By its general partner CONCENTRA HEALTH SERVICES INC.,
by
	/s/ Richard A. Parr II
	Name:  Richard A. Parr II
	Title:    Executive Vice President, General              Counsel and Corporate Secretary

25

OCI HOLDINGS, INC.,
by
	/s/ Gary Chedekel
	Name: Gary Chedekel
	Title:   Corporate Secretary and Treasurer

The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first written above.
CREDIT SUISSE FIRST BOSTON LLC
by	/s/ Michael Wiggins
	Name: Michael Wiggins
	Title:   Director
CITIGROUP GLOBAL MARKETS INC.
by	/s/ Richard Landgarten
	Name: Richard Landgarten
	Title:   Managing Director

26

SCHEDULE A

Purchaser	Principal Amount of Offered Securities
Credit Suisse First Boston LLC	$	15,000,000
Citigroup Global Markets Inc.		15,000,000
Total	$	30,000,000

SCHEDULE B

Concentra Health Services, Inc.

Concentra Integrated Services, Inc.

Concentra Laboratory, L.L.C.

Concentra Managed Care Business Trust

Concentra Management Services, Inc.

Concentra Preferred Systems, Inc.

Concentra Preferred Business Trust

CRA Managed Care of Washington, Inc.

CRA-MCO, Inc.

First Notice Systems, Inc.

Focus Healthcare Business Trust

Focus Healthcare Management, Inc.

Healthnetwork Systems LLC

Medical Network Systems LLC

Metracomp Inc.

National Healthcare Resources, Inc.

NHR Washington, Inc.

Occucenters I, L.P.

OCI Holdings, Inc.

SCHEDULE C

NAME OF ENTITY	DOMESTIC STATE	CONCENTRA OWNER	% OWNED		GUARANTOR
CONCENTRA AKRON, L.L.C.	Delaware	Concentra Health Services, Inc.	51	%	NO
CONCENTRA ARKANSAS, L.L.C.	Delaware	Concentra Health Services, Inc.	51	%	NO
CONCENTRA BIRMINGHAM, L.L.C.	Delaware	Concentra Health Services, Inc.	51	%	NO
CONCENTRA HEALTH SERVICES, INC.	Nevada	Concentra Operating Corporation	100	%	YES
CONCENTRA INTEGRATED SERVICES, INC.	Massachusetts	National Healthcare Resources, Inc.	100	%	YES
CONCENTRA LABORATORY, L.L.C.	Delaware	Concentra Health Services, Inc.	100	%	YES
CONCENTRA MANAGED CARE BUSINESS TRUST	Massachusetts	CRA Managed Care of Washington, Inc.	100	%	YES
CONCENTRA MANAGEMENT SERVICES, INC.	Nevada	Concentra Operating Corporation	100	%	YES
CONCENTRA NEW ORLEANS, L.L.C.	Delaware	Concentra Health Services, Inc.	51	%	NO
CONCENTRA OCCUPATIONAL HEALTHCARE HARRISBURG, L.P.	Pennsylvania	Concentra Health Services, Inc.	51	%	NO
CONCENTRA PREFERRED SYSTEMS, INC.	Delaware	Concentra Operating Corporation	100	%	YES
CONCENTRA PREFERRED BUSINESS TRUST	Massachusetts	Concentra Preferred Systems, Inc.	100	%	YES
CONCENTRA SOUTH CAROLINA, L.L.C.	Delaware	Concentra Health Services, Inc.	51	%	NO
CONCENTRA ST. LOUIS, L.L.C.	Delaware	Concentra Health Services, Inc.	51	%	NO
CONCENTRA-UPMC, L.L.C.	Delaware	Concentra Health Services, Inc.	51	%	NO
CONCENTRA/VANDERBILT, L.L.C.	Delaware	Concentra Health Services, Inc.	51	%	NO
CONCENTRA WINSTON-SALEM, L.L.C.	Delaware	Concentra Health Services, Inc.	51	%	NO
CRA MANAGED CARE OF WASHINGTON, INC.	Washington	Concentra Integrated Services, Inc.	100	%	YES
CRA-MCO, INC.	Nevada	Concentra Integrated Services, Inc.	100	%	YES
FIRST NOTICE SYSTEMS, INC.	Delaware	Concentra Integrated Services, Inc.	100	%	YES
FOCUS HEALTHCARE BUSINESS TRUST	Massachusetts	Focus Healthcare Management, Inc.	100	%	YES
FOCUS HEALTHCARE MANAGEMENT, INC.	Tennessee	Concentra Integrated Services, Inc.	100	%	YES
HEALTHNETWORK SYSTEMS LLC	Delaware	Concentra Preferred Systems, Inc.	100	%	YES
MANAGED PRESCRIPTION PROGRAM	Arizona	Concentra Health Services, Inc.	94	%	NO
MEDICAL NETWORK SYSTEMS LLC	Delaware	Concentra Preferred Systems, Inc.	100	%	YES
METRACOMP INC.	Connecticut	National Healthcare Resources, Inc.	100	%	YES
NATIONAL HEALTHCARE RESOURCES, INC.	Delaware	Concentra Operating Corporation	100	%	YES
NHR WASHINGTON, INC.	Delaware	National Healthcare Resources, Inc.	100	%	YES
OCCUCENTERS I, L.P.	Texas	Concentra Health Services, Inc. (GP)	1	%	YES
		OCI Holdings, Inc. (LP)	99	%
OCCUPATIONAL HEALTH VENTURES, L.L.C.	Pennsylvania	Concentra Health Services, Inc.	51	%	NO
OCI HOLDINGS, INC.	Nevada	Concentra Health Services, Inc.	100	%	YES
OHC OF OKLAHOMA, L.L.C.	Oklahoma	Concentra Health Services, Inc.	51	%	NO
TUCSON OCCUPATIONAL MEDICINE PARTNERSHIP	Arizona	Concentra Health Services, Inc.	95	%	NO

EX-4.6

Exhibit 4.6

CONCENTRA OPERATING CORPORATION

and

THE BANK OF NEW YORK

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of November 20, 2003

to

Indenture

Dated as of August 13, 2003

9 ¹/2% Senior Subordinated Notes Due 2010

FIRST SUPPLEMENTAL INDENTURE dated as of November 20, 2003 (this “Supplemental Indenture”), between Concentra Operating Corporation, a Nevada corporation (the “Company”), and The Bank of New York, as trustee (the “Trustee”).

WHEREAS, the Company and certain guarantors named therein have heretofore executed and delivered to the Trustee an indenture dated as of August 13, 2003, as it may be amended or supplemented (the “Company Indenture”), pursuant to which the Company issued $150,000,000 in principal amount of 9 ¹/2% Senior Subordinated Notes Due 2010 (the “Notes”);

WHEREAS, Section 901 of the Company Indenture authorizes the Company, when authorized by a Board Resolution, and the Trustee at any time and from time to time to enter into one or more indentures supplemental thereto, in form satisfactory to the Trustee, to provide for, among other things, the issuance of Additional Securities in accordance with Section 301, Section 1008 and other limitations set forth in the Company Indenture;

WHEREAS, the Company desires to issue an additional $30,000,000 in aggregate principal amount of the Company’s 9 ¹/2% Senior Subordinated Notes due 2010 (the “New Notes”), which will constitute a single series of debt securities with the Initial Securities; and

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the Board of Directors of the Company.

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders, as follows:

ARTICLE I

THE SECURITIES

Section 1.1 Additional Securities.

The Company shall issue under the Company Indenture $30,000,000 in aggregate principal amount of the New Notes. Such New Notes shall have identical terms as the Initial Securities issued on the Issue Date, including with respect to the guarantees in accordance with Article XIV of the Company Indenture, other than with respect to the date of issuance and issue price. The Company is relying on the first paragraph of Section 1008 of the Company Indenture to issue the New Notes. The purchase price to the initial purchasers of the New Notes shall be 103.305% of the principal amount of the New Notes. Such price does not cause the New Notes to have “original issue discount” within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended. The issue date of the New Notes shall be November 20, 2003. The CUSIP numbers of the New Notes are 20589QAG4, U20442AC0 and 20589QAJ8. The New Notes shall be in the form of Initial Securities.

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Company Indenture have the meanings specified in the Company Indenture.

Section 2.2 Indenture. Except as amended hereby, the Company Indenture and the Securities are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect.

Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.4 Successors. All covenants and agreements of the Company in this Supplemental Indenture and the Securities shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Supplemental Indenture shall bind its successors whether expressed or not.

Section 2.5 Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same instrument.

Section 2.6 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.7 Trustee Disclaimer. The Trustee accepts the amendment of the Company Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Company Indenture as hereby amended, but on the terms and conditions set forth in the Company Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Company Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company or any Holder by corporate action or otherwise, (iii) the due execution hereof by the Company or any Holder or (iv) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

Section 2.8 Effectiveness. This Supplemental Indenture shall become effective, once executed by all necessary parties, upon receipt by the Trustee of a certificate of the appropriate officers of the Company and an Opinion of Counsel, each of which shall be dated no earlier than the date hereof.

[The Remainder of This Page Is Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

Attest:	CONCENTRA OPERATING CORPORATION
	as Obligor
/s/ Richard A. Parr II	By:	/s/ Thomas E. Kiraly
Richard A. Parr II, Secretary		Thomas E. Kiraly     Executive Vice President, Chief     Financial Officer and Treasurer
	THE BANK OF NEW YORK,
	as Trustee
	By:	/s/ Margaret M. Ciesmelewski
		Margaret M. Ciesmelewski     Vice President

[Signature Page Supplemental Indenture]

EX-4.11

Exhibit 4.11

EXECUTION COPY

$30,000,000

CONCENTRA OPERATING CORPORATION

9½% Senior Subordinated Notes Due 2010

REGISTRATION RIGHTS AGREEMENT

November 17, 2003

CREDIT SUISSE FIRST BOSTON LLC

CITIGROUP GLOBAL MARKETS INC.

c/o Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, New York 10010-3629

Dear Sirs:

Concentra Operating Corporation, a Nevada corporation (the “Issuer”), proposes to issue and sell to Credit Suisse First Boston LLC and Citigroup Global Markets Inc. (together, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of the date hereof (the “Purchase Agreement”), $30,000,000 aggregate principal amount of its 9½% Senior Subordinated Notes Due 2010 (the “Initial Securities”) to be unconditionally guaranteed by each of the Subsidiaries listed on Schedule B to the Purchase Agreement (the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued as additional securities pursuant to the Indenture, dated as of August 13, 2003, (the “Indenture”) among the Company, the Guarantors and The Bank of New York (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the “Holders”), as follows:

1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 90 days after (or if the 90th day is not a business day, the first business day thereafter) the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), or amend an existing registration statement (each such registration statement, an “Exchange Offer Registration Statement”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days (or if the 180th day is not a business day, the first business day thereafter) after the Issue Date of the Initial Securities and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 40 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.

Following the declaration of 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 of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which 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 the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) 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 and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

The Company shall use its reasonable best 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 lawfully delivered by all persons 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, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) 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 90 days after the consummation of the Registered Exchange Offer.

If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”.

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;

2

(b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof 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 time, on the last business day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

(x) accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

(y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities.

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company 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 distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is 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 Initial 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 will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto do not, when they become 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

3

forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, do not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or 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) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 220 days of the Issue Date, (iii) any Initial Purchaser shall notify the Company following consummation of the Registered Exchange Offer that the Initial Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer; or (iv) any Holder (other than an Exchanging Dealer) notifies the Company in writing that it is prohibited by law or SEC policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by it, the Company shall take the following actions:

(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) The Company shall (x) in the case of clause (i) above, use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the Issue Date and (y) in the case of clause (ii), (iii) or (iv) above, use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed.

(c) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.

(d) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser within a reasonable time after receipt of any such document, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders; provided, however, that each such Holder shall have furnished to the Company on a timely basis such information regarding the Holder as the Company may require pursuant to Section 3(n) hereof.

(b) The Company shall give written notice to the Initial Purchasers, the Holders of the Securities proposed to be sold under the Shelf Registration Statement and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

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(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

(e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

(f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

(h) Prior to any public offering of the Securities, pursuant to any Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified

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or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j) or the Company shall have notified such Holders that disposition of such Transfer Restricted Securities may resume under the existing prospectus.

(k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

(l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

(m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

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(o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as Holders of not less than a majority of the aggregate principal amount of the Securities to be included in the Registration Statement shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration Statement.

(p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof and shall be subject to any confidentiality procedures reasonably instituted by the Company and reasonably approved by you.

(q) In the case of any Shelf Registration, the Company, if requested by the Holders of at least a majority of the aggregate principal amount of the Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation but subject to customary and reasonable qualifications and exceptions, the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

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(r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Section 6(c) and (d) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 6(a) of the Purchase Agreement, with appropriate date changes.

(s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or cause to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

(t) The Company will use its reasonable best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.

(u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(v) The Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

4. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of Cravath, Swaine & Moore LLP, counsel for the Initial Purchasers, incurred in connection with the Registered Exchange Offer), whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith.

5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such

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Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and each of its officers and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such

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indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded, based on the advice of legal counsel, that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for either Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by Credit Suisse First Boston LLC and any such separate firm for the Company, the Guarantors, their directors and officers and any control persons of the Company and the Guarantors shall be designated in writing by the Company. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Initial Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged

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omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

(e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

6. Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (vi) below a “Registration Default”:

(i) If the Company fails to file an Exchange Offer Registration Statement with the Commission on or prior to the 90th day after the Issue Date,

(ii) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Issue Date or, if filing a Shelf Registration Statement in the circumstances referenced in clause 2(i) above, a Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Issue Date,

(iii) if the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective,

(iv) if filing a Shelf Registration Statement in the circumstances referenced in clause 2(ii), (iii) or (iv) above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 60th day (the “Shelf Filing Date”) after the date on which the obligation to file a Shelf Registration Statement arises,

(v) if filing a Shelf Registration Statement in the circumstances referenced in clause 2(ii), (iii) or (iv) above, the Shelf Registration Statement is not declared effective on or prior to the 60th day after the Shelf Filing Date, or

(vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such

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Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 2.0% per annum. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Notes.

(b) A Registration Default referred to in Section 6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(d) “Transfer Restricted Securities” means each Security until (i) the date on which such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Initial Securities is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

7. Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the

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exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering.

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. Except as provided in Section 4, the Holders participating in any underwritten offering shall be responsible for any expenses customarily borne by selling securityholders, including underwriting discounts and commissions and fees and expenses of counsel to selling securityholders.

9. Miscellaneous.

(a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents.

(b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(i) if to a Holder of the Securities, at the most current address given by such Holder to the Company.

(ii) if to the Initial Purchasers;

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Attention: Legal — Addison Crawford

with a copy to:

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Attention: Stephen L. Burns, Esq.

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(iii) if to the Company, at its address as follows:

Concentra Operating Corporation

5080 Spectrum Drive

Suite 400-West Tower

Addison, TX 75001

Attention: Richard Parr, Esq.

with a copy to:

Vinson & Elkins L.L.P.

2001 Ross Avenue

3700 Trammell Crow Center

Dallas, TX 75201-2975

Attention: Jeffrey A. Chapman, Esq.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

(d) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns.

(e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(h) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(i) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms.

Very truly yours,
CONCENTRA OPERATING CORPORATION
By:
	Richard A. Parr II Executive Vice President, General Counsel and Corporate Secretary
CONCENTRA HEALTH SERVICES, INC. CONCENTRA PREFERRED SYSTEMS, INC.
By:
	Richard A. Parr II Executive Vice President, General Counsel and Corporate Secretary
CONCENTRA INTEGRATED SERVICES, INC.
By:
	Richard A. Parr II Executive Vice President and Clerk
CONCENTRA MANAGED CARE BUSINESS TRUST CONCENTRA PREFERRED BUSINESS TRUST FOCUS HEALTHCARE BUSINESS TRUST
By:
	Daniel J. Thomas Trustee

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CONCENTRA MANAGEMENT SERVICES, INC. FIRST NOTICE SYSTEMS, INC. FOCUS HEALTHCARE MANAGEMENT, INC. METRACOMP INC. NHR WASHINGTON, INC. CONCENTRA LABORATORY, L.L.C.
By:
	Richard A. Parr II Vice President and Corporate Secretary
CRA MANAGED CARE OF WASHINGTON, INC. CRA-MCO, INC.
By:
	Richard A. Parr II Executive Vice President and Corporate Secretary
HEALTHNETWORK SYSTEMS LLC MEDICAL NETWORK SYSTEMS LLC
By:
	Richard A. Parr II Vice President, General Counsel and Corporate Secretary
NATIONAL HEALTHCARE RESOURCES, INC.
By:
	Richard A. Parr II Senior Vice President and Corporate Secretary

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OCCUCENTERS I, L.P.
By:	Its general partner CONCENTRA HEALTH SERVICES, INC.
	By:	Richard A. Parr II
		Executive Vice President, General Counsel and Corporate Secretary
OCI HOLDINGS, INC.
By:
	Gary Chedekel Corporate Secretary and Treasurer

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.
CREDIT SUISSE FIRST BOSTON LLC
	by
		Name:	Michael Wiggins
		Title:	Director
Citigroup Global Markets Inc.
	by
		Name:	Richard Landgarten
		Title:	Managing Director

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ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                         , 200    , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.⁽¹⁾

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

⁽¹⁾ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

ANNEX D

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

EX-4.21

Exhibit 4.21

EXECUTION VERSION

AMENDMENT NO. 2

TO

BRIDGE LOAN AGREEMENT

AMENDMENT NO. 2, dated as of November 14, 2003 (this “Amendment”), to the Bridge Loan Agreement, dated as of June 25, 2002, among CONCENTRA INC., as the Borrower, CITICORP NORTH AMERICA, INC., as Lender and the Administrative Agent, and the other Lenders party thereto from time to time (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”).

WITNESSETH :

WHEREAS, the Borrower and Concentra Operating Corporation (the “Operating Co.”) have advised the Administrative Agent and the Lenders that, to the extent permitted under the Operating Co. Credit Facility, (i) the Operating Co. intends to issue new Senior Subordinated Notes due 2010 (the “Issuance”) in the stated original principal amount of $30,000,000 (or a greater amount for the purpose of redeeming, exchanging, repurchasing or otherwise retiring a portion of the 13% Series B Senior Subordinated Notes due 2009 outstanding under the Operating Co. Indenture (the “13% Notes”)), (ii) the Operating Co. intends to use the Net Cash Proceeds of the Issuance (or a portion thereof in the event the Operating Co. increases the stated principal amount of the Issuance to redeem, exchange, repurchase or otherwise retire a portion of the 13% Notes) and approximately $25,000,000 of cash to make a loan or dividend to the Borrower (the “Distribution”) to enable the Borrower to redeem (the “Redemption”) all outstanding debentures issued pursuant to the Indenture, including, but not limited to, debentures owned by WCAS CP III (the “WCAS Redemption”), which WCAS Redemption will result in the repayment in full of the Pledged Notes (as such term is defined in the Pledge Agreement) and (iii) the Operating Co. may now or in the future refinance, purchase, defease or redeem the 13% Notes with the proceeds of a Debt Issuance or available cash, or any combination thereof (the “13% Notes Restructure”). The Issuance, the Distribution, the Redemption, the WCAS Redemption and the 13% Notes Restructure are collectively referred to herein as the “Transactions;” and

WHEREAS, the Borrower has requested the Lenders to (a) consent to the Transactions, and waive any Default or Event of Default arising as a result thereof, and (b) amend the Loan Agreement to extend the maturity of the Bridge Loan from June 25, 2004 to March 31, 2005; and

WHEREAS, the Lenders signatory hereto have agreed to amend and waive certain provisions of the Loan Agreement to enable the Borrower and its Subsidiaries to consummate the Transactions on the terms and subject to the conditions herein provided;

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to the following:

Section 1. Defined Terms. Capitalized terms used, but not otherwise defined, herein have the meanings set forth in the Loan Agreement.

Section 2. Amendment. As of the Effective Date (as hereinafter defined), the Loan Agreement is amended by deleting the definition of “Termination Date” in Section 1.1 of the Loan Agreement in its entirety and inserting in lieu thereof the following language:

“‘Termination Date’: means the earliest to occur of (a) March 31, 2005, (b) the acceleration of the Obligations pursuant to the terms of Article VIII and (c) the payment in full of all of the Obligations.”

Section 3. Waivers. As of the Effective Date, the Lenders signatory hereto:

(a) waive compliance with the requirements of Section 2.6 (Mandatory Prepayments) and Section 7.6 (Prepayment and Cancellation of Indebtedness) to the extent the Net Cash Proceeds of any Debt Issuance or any available cash, or any combination thereof, are used by the Operating Co. or the Borrower for the Distribution, the Redemption, the WCAS Redemption and/or the 13% Notes Restructure; and

(b) (i) instruct the Administrative Agent to deliver the Pledged Notes to WCAS CP III and terminate the Pledge Agreement (and release all Liens thereunder) upon the consummation of the WCAS Redemption (at which time, the Pledge Agreement shall cease to be a Loan Document and each reference to the Pledge Agreement shall be deemed deleted from each Loan Document) and (ii) waive the Event of Default under Section 8.1(i) (Events of Default) in connection with clause (i) above.

The waivers herein contained are expressly limited as follows: (x) the waivers are limited solely to the consummation of the Transactions and (y) the waivers are limited, one-time waivers, and nothing contained herein shall obligate the Lenders to grant any additional or future waivers with respect to, or in connection with, any provision of any Loan Document.

Section 4. Representations and Warranties. Each of the Borrower and the Guarantors hereby jointly and severally represents and warrants to the Administrative Agent and each Lender as follows:

(a) After giving effect to this Amendment, each of the representations and warranties of such Person contained in the Loan Agreement and in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as

2

though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by the Loan Agreement.

(b) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof and the Effective Date.

(c) The execution, delivery and performance by such Person of this Amendment have been duly authorized by all requisite action on the part of such Person and will not violate any of its Constituent Documents.

(d) This Amendment has been duly executed and delivered by such Person and each of this Amendment and the Loan Agreement, as amended hereby, constitutes the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 5. Condition to Effectiveness. This Amendment shall become effective as of the date (the “Effective Date”) on which the Administrative Agent receives counterparts of this Amendment executed by each of the Borrower, the Guarantors, the Administrative Agent and the Lenders.

Section 6. Reference to and Effect on the Loan Documents.

(a) As of the Effective Date, each reference in the Loan Agreement and the other Loan Documents to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Loan Agreement as amended hereby.

(b) Except to the extent amended hereby, the provisions of the Loan Agreement and all of the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under any of the Loan Documents or constitute a waiver of any provision of any of the Loan Documents.

Section 7. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Receipt by the Administrative

3

Agent of a facsimile copy of an executed signature page hereof shall constitute receipt by the Administrative Agent of an executed counterpart of this Amendment.

Section 8. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the law of the State of New York.

[Signature Pages to Follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.

Administrative Agent and Lender:
CITICORP NORTH AMERICA, INC.
	By:	/s/ Paul O. Sharkey
		Name: Title:	Paul O. Sharkey Vice President

5

Lenders:
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
	By:	/s/ Joseph Adipietro
		Name: Title:	Joseph Adipietro Director

By:	/s/ Joshua Parrish
	Name: Title:	Joshua Parrish Associate

6

Borrower:
CONCENTRA INC.
	By:	/s/ Thomas E. Kiraly
		Name:	Thomas E. Kiraly
		Title:	Executive Vice President, Chief Financial Officer and Treasurer
Guarantors:
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
	By:	WCAS VIII Associates LLC, its General Partner
	By:	/s/ Jonathan Rather
		Name: Title:	Jonathan Rather Managing Member
WCAS CAPITAL PARTNERS III, L.P.
	By:	WCAS CP III ASSOCIATES L.L.C., its General Partner
	By:	/s/ Jonathan Rather
		Name: Title:	Jonathan Rather Managing Member

EX-5.1

Exhibit 5.1

[LETTERHEAD OF VINSON & ELKINS L.L.P.]

December 3, 2003

Concentra Operating Corporation

5080 Spectrum Drive

Suite 400 West

Addison, Texas 75001

RE: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Concentra Operating Corporation, a Nevada corporation (the “Company”), with respect to certain legal matters in connection with the filing of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to which the Company and the Subsidiary Guarantors (as defined below) are registering under the Securities Act of 1933 (the “Securities Act”) (i) $30,000,000 in aggregate principal amount of the Company’s 9½% Senior Subordinated Notes due 2010 (the “New Notes”) to be exchanged for the Company’s outstanding notes bearing substantially identical terms and in like principal amount (the “Old Notes”) in a registered exchange offer (the “Exchange Offer”) and (ii) the guarantees (the “Guarantees”) of certain subsidiaries of the Company listed in the Registration Statement as guarantors (the “Subsidiary Guarantors”) of the New Notes. The Old Notes were issued as additional debt securities, and the New Notes will be issued, under an Indenture dated as of August 13, 2003, among the Company, the Subsidiary Guarantors and The Bank of New York, as Trustee, as supplemented by the First Supplemental Indenture dated as of November 20, 2003, executed by the Company in favor of The Bank of New York, as Trustee (the “Indenture”), pursuant to which, on August 13, 2003, the Company issued $150,000,000 in aggregate principal amount of the Company’s 9½% Senior Subordinated Notes due 2010. The Exchange Offer will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Indenture, (iii) the Guarantees and (iv) such other corporate records, certificates, statutes and other instruments and documents as we have considered necessary or appropriate for purposes of the opinions hereafter expressed.

In connection with this opinion, we have assumed that (i) all information contained in all documents reviewed by us is true and correct, (ii) all signatures on all documents reviewed by us are genuine, (iii) all documents submitted to us as originals are true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals thereof, (v) each natural person signing any document reviewed by us had the legal capacity to do so, (vi)

each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity, and (vii) the Indenture is a binding agreement of the Trustee.

We have further assumed that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the New Notes and the Guarantees will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.

Based on the foregoing and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that when the New Notes and the Guarantees have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, (i) the New Notes will be legally issued and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and (ii) the Guarantees will be valid and binding obligations of the Subsidiary Guarantors, enforceable against each Subsidiary Guarantor in accordance with their terms.

The foregoing opinions are subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). We express no opinion concerning the validity or enforceability of any provisions contained in the Indenture, the New Notes or the Guarantees that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived or rendered ineffective under applicable law.

We are members of the bars of the State of Texas and the State of New York. The opinions set forth above are limited in all respects to matters of the laws of the State of Texas, the General Corporation Law and the Limited Liability Act of the State of Delaware, the contract law of the State of New York and the federal laws of the United States of America to the extent specifically referred to herein. You should be aware that we are not admitted to the practice of law in the State of Delaware, which is the state of incorporation or formation of some of the Subsidiary Guarantors. We do not express any opinions as to the laws of any other jurisdiction.

In rendering the foregoing opinions and with your permission we have relied, without independent investigation, upon (1) the opinion of Schreck Brignone attached as Annex A hereto, (2) the opinion of McDermott, Will & Emery attached as Annex B hereto, and (3) the opinion of Richard A. Parr II, General Counsel of the Company, attached as Annex C hereto, and our foregoing opinions are subject to the same qualifications and exceptions stated in such opinions.

We express no opinion as to any matter other than as expressly set forth above, and no opinion is to or may be inferred or implied herefrom. This opinion is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you regarding any changes subsequent to the date hereof in, or to otherwise communicate with you with respect to, the matters addressed herein. The opinion expressed herein is for the sole use and benefit of, and may only be relied upon, the Company and is not to be used, circulated, quoted or otherwise referred to in connection with any transaction other than the Exchange Offer or by or to any other person without our prior written consent.

2

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” By giving such consent, we do not admit that we are within the category of person whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

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ANNEX A

[LETTERHEAD OF SCHRECK BRIGNONE]

December 3, 2003

Concentra Operating Corporation

5080 Spectrum Drive

Suite 400 West

Addison, Texas 75001

Ladies and Gentlemen:

We have acted as special Nevada counsel to Concentra Operating Corporation, a Nevada corporation (the “Company”), and to each of the Nevada subsidiaries of the Company listed on Schedule 1 hereto (the “Nevada Subsidiary Guarantors” and, together with the Company, the “Nevada Entities”), in connection with the filing by the Company of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company and the Subsidiary Guarantors (as defined below) are registering (i) $30,000,000 in aggregate principal amount of the Company’s 9½% Senior Secured Notes (the “New Notes”) to be exchanged for Company’s outstanding notes bearing substantially identical terms and in like principal amount (the “Old Notes”) and (ii) the guarantees of certain subsidiaries of the Company listed in the Registration Statement as guarantors (the “Subsidiary Guarantors”) of the New Notes. The Old Notes were issued as additional debt securities, and the New Notes will be issued, pursuant to an Indenture, dated as of August 13, 2003, among the Company, the Subsidiary Guarantors and The Bank of New York, as Trustee, as supplemented by a Supplemental Indenture, dated as of November 20, 2003, executed by the Company in favor of the Trustee (the “Indenture”), pursuant to which, on August 13, 2003, the Company issued $150,000,000 in aggregate principal amount of the Company’s 9½% Senior Subordinated Notes due 2010.

In rendering the opinions hereinafter expressed, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Indenture; (iii) the form of the New Notes; (iv) the Registration Rights Agreement; (v) the Articles of Incorporation and Bylaws, each as amended to date, of the Nevada Entities; and (vi) such other

Concentra Operating Corporation

December 3, 2003

Page 2

documents, corporate records, certificates and instruments as we have deemed necessary as a basis for this opinion. We have been furnished with, and with your consent have relied upon, certificates of officers of the Nevada Entities with respect to certain factual matters. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary or appropriate for purposes of this opinion.

Without limiting the generality of the foregoing, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of rendering the opinions expressed herein. In our examination, we have assumed (i) that all information contained in all documents we have reviewed is true and correct; (ii) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (iii) that each natural person executing any document has sufficient legal capacity to do so; (iv) that there are no oral or written modifications of or amendments to the documents we have examined, and there has been no waiver of any of the provisions thereof, by actions or conduct of the parties or otherwise; and (v) that all corporate records made available to us by the Nevada Entities and all public records we have reviewed are accurate and complete.

We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to the laws of the State of Nevada and we do not purport to be experts on, or to express any opinion herein concerning, or to assume any responsibility as to the applicability to or the effect on any of the matters covered herein of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal law, including any federal securities law, or any state securities or “Blue Sky” laws.

Based on the foregoing, and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, and subject to all assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. Each of the Nevada Entities has been duly incorporated and is validly existing as a corporation in good standing under the laws of Nevada.

2. Each of the Nevada Entities had the corporate power and authority to enter into the Indenture when it was executed by such Nevada Entity, and has the corporate power and authority to perform its obligations thereunder, including, without limitation, the guarantee of the New Notes by the Nevada Subsidiary Guarantors.

Concentra Operating Corporation

December 3, 2003

Page 3

3. The execution and delivery of the Indenture by each of the Nevada Entities were duly authorized by such Nevada Entity.

4. The New Notes have been duly authorized by the Company.

The opinions expressed herein are based upon the applicable Nevada law in effect and the facts in existence as of the date of this letter. In delivering this letter to you, we assume no obligation, and we advise you that we shall make no effort, to update the opinions set forth herein, to conduct any inquiry into the continued accuracy of such opinions, or to apprise the Company or its counsel of any facts, matters, transactions, events or occurrences taking place, and of which we may acquire knowledge, after the date of this letter, or of any change in any applicable law or facts occurring after the date of this letter, which may affect the opinions set forth herein. No opinions are offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm name, if desired, in the prospectus forming part of the Registration Statement under the caption “Legal Matters”. By giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion may not be relied upon or used by you for any other purpose, or otherwise circulated or furnished to, quoted to, or relied upon by any other person, firm or entity for any purpose, without our prior written consent in each instance, except that, subject to all qualifications, assumptions, exceptions and limitations set forth herein, each of Vinson & Elkins L.L.P. and Richard A. Parr II, Executive Vice President, General Counsel and Corporate Secretary of the Company, may rely on this opinion for the sole purpose of issuing its or his opinion, of even date herewith, to the Company, which opinions will also be filed as exhibits to the Registration Statement.

Very truly yours,

/s/ SCHRECK BRIGNONE

SCHEDULE 1

NEVADA SUBSIDIARY GUARANTORS

Concentra Health Services, Inc.

Concentra Management Services, Inc.

CRA-MCO, Inc.

OCI Holdings, Inc.

ANNEX B

[LETTERHEAD OF MCDERMOTT, WILL & EMERY]

December 3, 2003

Concentra Operating Corporation

5080 Spectrum Drive

Suite 400 West

Addison, Texas 75001

RE: Concentra Integrated Services, Inc.,

Concentra Managed Care Business Trust,

Concentra Preferred Business Trust and

Focus Healthcare Business Trust            

Ladies and Gentlemen:

We have acted as special Massachusetts counsel to Concentra Integrated Services, Inc., a Massachusetts corporation (“Concentra Integrated”), Concentra Managed Care Business Trust, a Massachusetts business trust (“Concentra Managed”), Concentra Preferred Business Trust, a Massachusetts business trust (“Concentra Preferred”), and Focus Healthcare Business Trust, a Massachusetts business trust (“Focus Healthcare” and, together with Concentra Integrated, Concentra Managed and Concentra Preferred, each a “Guarantor” and collectively, the “Guarantors”) in connection with certain legal matters in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) in connection with the registration by Concentra Operating Corporation, a Nevada corporation (“Concentra”) under the Securities Act of 1933, as amended (the “Securities Act”) of (i) the offer and exchange by Concentra (the “Exchange Offer”) of $30,000,000 in aggregate principal amount of Concentra’s 9½% Senior Subordinated Notes due 2010 (the “Old Notes”), for a new series of notes bearing substantially identical terms and in like principal amount (the “New Notes”) and (ii) the guarantees (the “Guarantees”) of the Guarantor of the New Notes. The Old Notes and the New Notes are collectively referred to herein as the “Notes.” The Old Notes were issued, and the New Notes will be issued, under an Indenture dated as of August 13, 2003 among Concentra, the Guarantors, the other subsidiaries of Concentra named therein and The Bank of New York, as Trustee, as supplemented by the First Supplemental Indenture dated as of November 20, 2003, executed by Concentra in favor of the Bank of New York as Trustee (collectively the “Indenture”). The Exchange Offer will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement to which this opinion is filed as an exhibit.

In our examination of the documents referred to below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents

submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion which we did not independently verify, we have, without independent investigation, relied upon certificates, statements and representations of the Guarantors and their officers and other representatives, and of public officials.

I. SCOPE OF REVIEW

In rendering the opinions set forth herein, we have examined and relied on originals or copies of the following:

(a) the Purchase Agreement dated November 17, 2003 (the “Purchase Agreement”), among Concentra, Credit Suisse First Boston LLC and Citigroup Global Markets Inc., (the “Purchasers”), the Guarantors and certain other subsidiaries of Concentra;

(b) the Indenture;

(c) the Registration Rights Agreement (the “Registration Rights Agreement”) dated November 17, 2003 among Concentra, the Guarantors, certain other subsidiaries of Concentra and the Initial Purchasers (as defined therein);

(d) the Guarantees executed by each of the Guarantors and the other subsidiaries of Concentra named therein in favor of the Bank of New York as Trustee;

(e) the form of Old Notes and New Notes each attached as exhibits to the Indenture;

(f) the Registration Statement;

(g) a certificate of the Clerk or Trustee of each Guarantor dated November 20, 2003, certifying as to (A) the articles of incorporation, declaration of trust and/or by-laws of such Guarantor (the “Organizational Documents”), and (B) resolutions adopted on July 23, 2003, and November 14, 2003, by the Board of Directors or Trustees of each Guarantor;

(h) a certificate of the Secretary of State of the Commonwealth of Massachusetts, dated November 17, 2003, attesting to the continued legal existence and good standing of each Guarantor; and

(i) such other documents and records, and other certificates, opinions and instruments and have conducted such investigation as we have deemed necessary as a basis for the opinions expressed below.

The documents referred to in clauses (a) through (d) above are herein collectively called the “Subject Documents”.

For purposes hereof, “Applicable Laws” means those laws, rules and regulations of the Commonwealth of Massachusetts which, in our experience, are normally applicable to transactions of the type contemplated by the Subject Documents (but specifically excluding any securities, health-care or anti-fraud statute, rule or regulation).

Terms not otherwise defined herein are used herein as defined in the Purchase Agreement.

We are admitted to the Bar in the Commonwealth of Massachusetts. We express no opinion as to the laws of any jurisdiction other than the laws of the Commonwealth of Massachusetts. In this respect we call to your attention that Subject Documents are governed by the laws of the State of New York and we express no opinion as to the effect of any such other laws on the opinions expressed herein.

Our opinions are also subject to the following assumptions and qualifications:

II. ASSUMPTIONS

A. We have assumed, with your permission, that:

(1) Each of the Subject Documents have been duly authorized, executed and delivered by the parties thereto (other than the Guarantors); and

(2) Each of the Subject Documents constitutes the legal, valid and binding obligation of each party thereto (including the Guarantors), enforceable against such parties (including the Guarantors) in accordance with its terms.

We understand that you are separately receiving opinions, subject to certain assumptions and limitations, with respect to the foregoing from Vinson & Elkins, L.L.P. and Richard A. Parr II, General Counsel, Executive Vice President and Corporate Secretary of Concentra.

B. We have further assumed that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the New Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement.

III. QUALIFICATIONS

A. We express no opinion as to the effect on the opinions herein stated of (i) the compliance or non-compliance of any party to the Subject Documents with any federal, state, or other laws or regulations applicable to it or (ii) the legal or regulatory status or the nature of the business of such other parties;

B. We express no opinion as to the applicability or effect of Sections 364, 547, 548 or 552 of the United States Bankruptcy Code (the “Bankruptcy Code”) or any comparable provision of state law on the Subject Documents or any transaction contemplated thereby.

IV. OPINIONS

Based upon the foregoing and subject to the assumptions, limitations, qualifications, exceptions and other limitations set forth herein, we are of the opinion that:

1. Each of the Guarantors is validly existing and in good standing under the laws of the Commonwealth of Massachusetts.

2. Each of the Guarantors has the corporate or trust power, as applicable, to execute, deliver and perform all of its obligations under the Indenture and the Guarantees to which it is a party. The execution and delivery of the Indenture and each of the Guarantees to which it is a party and the consummation by each of the Guarantors of the transactions contemplated thereby have been duly authorized by requisite corporate or trust action, as applicable, on the part of each of the Guarantors.

* * *

This opinion is limited to the matters expressly set forth herein and no opinion is implied or may be inferred beyond the matters expressly so stated. This opinion is given as of the date hereof and we do not undertake any liability or responsibility to inform you of any change in circumstances occurring, or additional information becoming available to us, after the date hereof which might alter the opinions contained herein.

This opinion is, furnished to you solely for your benefit in connection with the transactions described above and is not to be used, circulated, quoted, relied upon or otherwise referred to for any other purpose without our prior written consent, and this opinion may not be relied upon by you for any other purpose or by any other person in any manner or for any purpose, other than by Richard A. Parr II, General Counsel, Executive Vice President and Corporate Secretary of Concentra, Vinson & Elkins, L.L.P. and Bank of New York as Trustee.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” By giving such consent, we do not admit that we are within the category of person whose consent is required under Section 7 of the Securities Act or the rules and regulation of the Commission issued thereunder.

Very truly yours,

/s/ McDermott, Will & Emery

ANNEX C

[LETTERHEAD OF CONCENTRA INC.]

December 3, 2003

Concentra Operating Corporation

5080 Spectrum Drive

Suite 400 West

Addison, Texas 75001

Ladies and Gentlemen:

I am the Executive Vice President, Corporate Secretary and General Counsel of Concentra Operating Corporation, a Nevada corporation (the “Company”). The Company is the direct or indirect parent of each of the Guarantors (as defined below). This opinion is being delivered in connection with the filing of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to which the Company and the Guarantors are registering under the Securities Act of 1933 (the “Securities Act”), (i) $30,000,000 in aggregate principal amount of the Company’s 9½% Senior Subordinated Notes due 2010 (the “New Notes”) to be exchanged for the Company’s outstanding notes bearing substantially identical terms and in like principal amount (the “Old Notes”) in a registered exchange offer (the “Exchange Offer”) and (ii) the guarantees (the “Guarantees”) of certain subsidiaries of the Company listed in the Registration Statement as guarantors (the “Guarantors”) of the New Notes. The Old Notes were issued as additional debt securities, and the New Notes will be issued, under an Indenture dated as of August 13, 2003, among the Company, the Subsidiary Guarantors and The Bank of New York, as Trustee, as supplemented by the First Supplemental Indenture dated as of November 20, 2003, executed by the Company in favor of The Bank of New York, as Trustee (the “Indenture”), pursuant to which, on August 13, 2003, the Company issued $150,000,000 in aggregate principal amount of the Company’s 9½% Senior Subordinated Notes due 2010. The Exchange Offer will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement to which this opinion is filed as an exhibit.

In reaching the opinions set forth herein, I have examined the Indenture, the Registration Statement, the Registration Rights Agreement dated as of November 17, 2003, by and among the Company, the Guarantors and the Initial Purchasers (as defined therein) and such other corporate records, certificates, statutes and other instruments and documents as I have considered necessary or appropriate for purposes of the opinions hereafter expressed.

In rendering such opinions, I have assumed, in each case without independent verification, that (i) each document has been duly executed and delivered by all parties to such document (other than by the Company and Guarantors) and that each such document is valid, binding and enforceable against the parties thereto other than the Company or the Guarantors, (ii) all information contained in all documents I reviewed is true and correct, (ii) all signatures

Concentra Operating Corporation

December 3, 2003

Page 2

(other than signatures of representatives of the Company or the Guarantors) on all documents I reviewed are genuine, (iv) all documents submitted to me as originals are true and complete, (v) all documents submitted to me as copies are true and complete copies of the originals thereof, and (vi) each natural person signing any document I reviewed (other than representatives of the Company or any of the Guarantors) had the legal capacity to do so.

I have assumed the due and valid authorization, execution and delivery of the Indenture by the Trustee and that the Indenture constitutes a valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms. As to questions of fact material to this opinion not independently established by me, I have relied, to the extent I have deemed reasonably appropriate, upon certificates of public officials.

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions contained herein, I express the following opinions:

1. The Indenture has been duly authorized, executed and delivered by the Company and each Guarantor.

2. The New Notes have been duly authorized by the Company and each of the Guarantors.

3. The Guarantee to be endorsed on the New Notes by each Guarantor has been duly authorized by the Company and each such Guarantor.

4. The Company is an existing corporation in good standing under the laws of the State of Nevada, with corporate power and authority to execute, deliver and perform its obligations under the Indenture and the New Notes.

5. Each subsidiary of the Company is an existing corporation, limited liability company or other entity in good standing under the laws of the jurisdiction of its incorporation or organization, with power and authority (corporate, limited liability company and other, as applicable) to execute, deliver and perform its obligations under the Indenture and the Guarantees.

The opinions set forth above are limited in all respects to matters of the laws of the State of Texas, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, and the federal laws of the United States of America. You should be aware that I am admitted to the practice of law only in the states of Texas, Oklahoma and Tennessee.

With your permission and without independent investigation, in expressing the foregoing opinions, I have relied (1) with respect to the Company, Concentra Management Services, Inc., a Nevada corporation, Concentra Health Services, Inc., a Nevada corporation, OCI Holdings, Inc., a Nevada corporation, and CRA-MCO, Inc., a Nevada corporation, upon the opinion of even date herewith of Schreck Brignone, and (2) with respect to Concentra Integrated Services, Inc., a Massachusetts corporation, Focus Healthcare Business Trust, a Massachusetts business trust, Concentra Preferred Business Trust, a Massachusetts business trust, and Concentra Managed

Concentra Operating Corporation

December 3, 2003

Page 3

Care Business Trust, a Massachusetts business trust, on the opinion of even date herewith of McDermott, Will & Emery.

In expressing the foregoing opinions relating to the subsidiaries of the Company that are organized under the laws of a state other than the States of Nevada, Delaware, Massachusetts or Texas, I have assumed that the relevant provisions of the business corporation laws of the states of incorporation and organization of each of such subsidiaries are identical in all respects to the Business Corporation Act of the State of Texas, in each case, without having made any independent investigation of such provisions.

I express no opinion as to any matter other than as expressly set forth above, and no such other opinion is to, or may be, inferred or implied herefrom. This opinion is given as of the date hereof, and I undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

Vinson & Elkins L.L.P. is authorized to rely upon this opinion. Except as stated in the previous sentence, this opinion may not be relied upon by you for any other purpose and may not be used or relied upon for any purpose by any other person without my prior written consent. Except for the use permitted herein, this opinion is not to be quoted or reproduced in whole or in part or otherwise referred to in any manner nor is it to be filed with any governmental agency or delivered to any other person without my prior written consent.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and, if desired, to the use of my name in the prospectus forming part of the Registration Statement under the caption “Legal Matters.” By giving such consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ Richard A. Parr II

EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO THE CREDIT AGREEMENT

THIS FIRST AMENDMENT, dated as of November 17, 2003 (the “Amendment”), to the Credit Agreement, dated as of August 13, 2003 (the “Credit Agreement”), among CONCENTRA INC., a Delaware corporation (“Holdings”), CONCENTRA OPERATING CORPORATION, a Nevada corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”), is entered into by and among Holdings, the Borrower, the Lenders and the Administrative Agent.

W  I  T  N  E  S  S  E  T  H:

WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement, as more fully described herein; and

WHEREAS, the Lenders are willing to agree to such amendment, but only upon the terms and subject to the conditions set forth herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.

2. Amendments to Subsection 1.1. (a) The definition of “2002 Holdings Bridge Notes” contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:

“ “2002 Holdings Bridge Notes”: the $55,000,000 unsecured senior bridge notes due 2004 (as such maturity date may be extended) issued by Holdings.”

(b) The definition of “2003 Senior Subordinated Note Indenture” contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:

“ “2003 Senior Subordinated Note Indenture”: the indenture entered into by the Borrower, the Subsidiary Guarantors and The Bank of New York, as trustee thereunder, in connection with the issuance of the 2003 Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower and the Subsidiary Guarantors in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9 (including pursuant to a supplement providing for an increase in the stated principal amount of $30,000,000 in the 2003 Senior Subordinated Notes (the “2003 Supplemental Indenture”)).”

(c) The definition of “2003 Senior Subordinated Notes” contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:

“ “2003 Senior Subordinated Notes”: the $180,000,000 stated principal amount 9.5% Senior Subordinated Notes due 2010 issued by the Borrower pursuant to the 2003 Senior Subordinated Note Indenture, consisting of the original $150,000,000 stated principal amount Notes issued on August 13, 2003 and the additional $30,000,000 stated principal amount Notes issued pursuant to the 2003 Supplemental Indenture (the “2003 Supplemental Notes”).”

(d) The definition of “Permitted Equity Transactions” is hereby added to subsection 1.1 of the Credit Agreement, as follows:

“ “Permitted Equity Transactions”: any purchase or exchange between Holdings and a holder of its Capital Stock of one form of Holdings Capital Stock with or for another form thereof; provided, that (i) such transaction is a cashless transaction and (ii) no Default or Event of Default shall have occurred and be continuing.”

3. Amendment to Section 7.2. Subsection 7.2(f) of the Credit Agreement is hereby amended by replacing the amount of “$150,000,000” in clause (i) thereof with the amount of “$180,000,000”.

4. Amendment to Section 7.6. Section 7.6 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (c) thereof, (ii) replacing the “.” at the end of clause (d) with a “;” and (iii) adding the following:

“(e) Holdings may engage in Permitted Equity Transactions; and

(f) the Borrower may pay dividends to Holdings to permit Holdings to (a) redeem in full the Senior Discount Debentures upon the issuance of the 2003 Supplemental Notes or (b) refinance any loans or advances incurred in connection with Section 7.8(k) (it being acknowledged that this clause (f) shall permit dividends resulting from the re-classification of such loans or advances as dividends after the redemption of the Senior Discount Debentures).”

4. Amendment to Section 7.8. Section 7.8 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (i) thereof, (ii) replacing the “.” at the end of clause (j) with a “;” and (iii) adding the following:

“(k) Investments by the Borrower in Holdings in the form of loans or advances to Holdings to finance its redemption of the Senior Discount Debentures upon the issuance of the 2003 Supplemental Notes; and

(l) Permitted Equity Transactions.”

6. Amendment to Section 7.9. Subsection 7.9(a) of the Credit Agreement is hereby amended by replacing the parenthetical therein with the following:

2

“(other than (i) the Redemption and (ii) such a payment, prepayment, repurchase or redemption of the Senior Discount Debentures (a) upon the issuance of the 2003 Supplemental Notes or (b) with the proceeds of any Senior Discount Debenture Refinancing),”

7. Amendment to Section 7.10. Section 7.10 is hereby amended by deleting the “and” and replacing it with “,” at the end of clause (i)(y) thereof and adding at the end of clause (ii)(B) the following:

“and upon issuance of the 2003 Supplemental Notes and (iii) Holdings may enter into a Permitted Equity Transaction.”

8. Amendment to Section 7.16. Subsection 7.16(b)(iii) is hereby amended by adding immediately after the words “Capital Stock” the following:

“(including in connection with a Permitted Equity Transaction)”

9. Amendment Fee. In consideration of the agreement of the Required Lenders to the amendments contained herein, Holdings and the Borrower agree to pay to each Lender (hereinafter, an “Executing Lender”) which executes and delivers this Amendment to the Administrative Agent or its counsel by 12:00 noon, New York City time, on November 17, 2003, an amendment fee in an amount equal to 0.05% of the aggregate amount of such Executing Lender’s Term Loans, Revolving Extensions of Credit and Available Revolving Commitments outstanding on the Effective Date (as defined below). The amendment fee shall be payable by the Borrower on the Effective Date in immediately available funds to the Administrative Agent on behalf of the applicable Executing Lender.

10. Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the date (the “Effective Date”) when the following conditions are satisfied:

(a) Amendment to Credit Agreement. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by Holdings and the Borrower, and executed and delivered or consented to by the Required Lenders;

(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the transactions contemplated herein; and

(c) Representations and Warranties. Each of the representations and warranties made by the Loan Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof, before and after giving effect to the effectiveness of this Amendment, as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties were true and correct as of such earlier date.

11. Continuing Effect of the Credit Agreement. This Amendment shall not constitute an amendment or waiver of any provision of the Credit Agreement not expressly referred to herein

3

and shall not be construed as an amendment, waiver or consent to any further or future action on the part of the Loan Parties that would require an amendment, waiver or consent of the Lenders or Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

12. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

13. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Integration. This Amendment and the other Loan Documents represent the agreement of the Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

15. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

CONCENTRA INC.
By:	/s/ Richard A. Parr II
	Name:	Richard A. Parr II
	Title:	Executive Vice President, General Counsel and Corporate Secretary

CONCENTRA OPERATING CORPORATION
By:	/s/ Richard A. Parr II
	Name:	Richard A. Parr II
	Title:	Executive Vice President, General Counsel and Corporate Secretary

JPMORGAN CHASE BANK, as Administrative Agent and a Lender
By:	/s/ Gary L. Spevack
	Name:	Gary L. Spevack
	Title:	Vice President

Dryden Leveraged Loan CDO 2002-II By: Prudential Investment Management, Inc. as Collateral Manager, as Lender
	(name of institution)
By:	/s/ B. Ross Smead
	Name:	B. Ross Smead
	Title:

Dryden III Leveraged Loan CDO 2002 By: Prudential Investment Management, Inc. as Collateral Manager, as Lender
	(name of institution)
By:	/s/ B. Dan Sand
	Name:	B. Dan Sand
	Title:

Dryden IV-Leveraged Loan CDO 2003 By: Prudential Investment Management, Inc., as attorney-in-fact, as Lender
	(name of institution)
By:	/s/ B. Dan Sand
	Name:	B. Dan Sand
	Title:

Dryden V-Leveraged Loan CDO 2003 By: Prudential Investment Management, Inc., as attorney-in-fact, as Lender
	(name of institution)
By:	/s/ B. Dan Sand
	Name:	B. Dan Sand
	Title:

Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund, as a Lender
	(name of institution)
By:	/s/ John H. Costello
	Name:	John H. Costello
	Title:	Assistant Treasurer

BALLYROCK CLO II Limited, By: BALLYROCK Investment Advisors LLC, as Collateral Manager, as a Lender
	(name of institution)
By:	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer

BALLYROCK CDO I Limited, By: BALLYROCK Investment Advisors LLC, as Collateral Manager, as a Lender
	(name of institution)
By:	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer

STANWICH LOAN FUNDING LLC, as a Lender
	(name of institution)
By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Assistant Vice President

SRF TRADING, INC., as a Lender
	(name of institution)
By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Assistant Vice President

SRF 2000, INC., as a Lender
	(name of institution)
By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Assistant Vice President

PPM SPYGLASS FUNDING TRUST, as a Lender
	(name of institution)
By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Authorized Agent

PPM SHADOW CREEK FUNDING LLC, as a Lender
	(name of institution)
By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Assistant Vice President

HARBOUR TOWN FUNDING LLC, as a Lender
	(name of institution)
By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Assistant Vice President

KZH SOLEIL-2 LLC, as a Lender
	(name of institution)
By:	/s/ Dorian Herrera
	Name:	Dorian Herrera
	Title:	Authorized Agent

Galaxy CLO 1999-1, Ltd By: AIG Global Investment Corp as Collateral Manager, as a Lender
	(name of institution)
By:	/s/ John G. Lapham, III
	Name:	John G. Lapham, III
	Title:	Managing Director

LOAN FUNDING CORP, THC LTD., as a Lender
	(name of institution)
By:	/s/ Michelle Manning
	Name:	Michelle Manning
	Title:	Attorney In Fact
, as a Lender
	(name of institution)
By:	/s/ Michel Prince
	Name:	Michel Prince, CFA
	Title:	Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By:	ING Investments, LLC as its investment manager, as a Lender     (name of institution)
By:	/s/ Michel Prince
	Name:
	Title:
SEQUILS – PILGRIM I, LTD
By:	ING Investments, LLC as its investment manager, as a Lender     (name of institution)
By:	/s Michel Prince
	Name:
	Title:

Sankaty Advisors, Inc., as Collateral Manager for Brant Point CBO 1999-1 LTD., as Term Lender, as a Lender
	(name of institution)
By:	/s/ Diane J. Exter
	Name:	Diane J. Exter
	Title:	Managing Director Portfolio Manager
Sankaty Advisors, LLC., as Collateral Manager for Brant Point II CBO 2000-1 LTD., as Term Lender, as a Lender
	(name of institution)
By:	/s/ Diane J. Exter
	Name:	Diane J. Exter
	Title:	Managing Director Portfolio Manager

Sankaty Advisors, LLC, as Collateral Manager for Great Point CLO 1999-1 LTD., as Term Lender, as a Lender
	(name of institution)
By:	/s/ Diane J. Exter
	Name:	Diane J. Exter
	Title:	Managing Director Portfolio Manager
Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender, as a Lender
	(name of institution)
By:	/s/ Diane J. Exter
	Name:	Diane J. Exter
	Title:	Managing Director Portfolio Manager
Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender, as a Lender
	(name of institution)
By:	/s/ Diane J. Exter
	Name:	Diane J. Exter
	Title:	Managing Director Portfolio Manager
Sankaty Advisors, LLC as Collateral Manager for Castle Hill I – INGOTS, Ltd., as Term Lender, as a Lender
	(name of institution)
By:	/s/ Diane J. Exter
	Name:	Diane J. Exter
	Title:	Managing Director Portfolio Manager

Sankaty Advisors, LLC, as Collateral Manager for Castle Hill II – INGOTS, Ltd., as Term Lender, as a Lender
	(name of institution)
By:	/s/ Diane J. Exter
	Name:	Diane J. Exter
	Title:	Managing Director Portfolio Manager
Sankaty Advisors, LLC, as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender, as a Lender
	(name of institution)
By:	/s/ Diane J. Exter
	Name:	Diane J. Exter
	Title:	Managing Director Portfolio Manager
Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender, as a Lender
	(name of institution)
By:	/s/ Diane J. Exter
	Name:	Diane J. Exter
	Title:	Managing Director Portfolio Manager

Whitney Private Debt, L.P., as a Lender
	(name of institution)
By:	/s/ Kevin J. Corley
	Name:	Kevin J. Corley
	Title:	Authorized Signatory
TRS CALLISTO, LLC, as a Lender
	(name of institution)
By:	/s/ Edward Schaffer
	Name:	Edward Schaffer
	Title:	Vice President
Morgan Stanley Prime Income Trust, as a Lender
	(name of institution)
By:	/s/ Elizabeth Bodisch
	Name:	Elizabeth Bodisch
	Title:	Authorized Signatory
COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY (f/k/a Stein Roe Floating Rate Limited Liability Company)
By:	Columbia Management Advisors, Inc., As Advisor, as a Lender
	(name of institution)
By:	/s/ Brian J. Murphy
	Name:	Brian J. Murphy
	Title:	Vice President

COLUMBIA FLOATING RATE ADVANTAGE FUND (f/k/a Liberty Floating Rate Advantage Fund) Company)
By:	Columbia Management Advisors, Inc., As Advisor, as a Lender
	(name of institution)
By:	/s/ Brian J. Murphy
	Name:	Brian J. Murphy
	Title:	Vice President
AURUM CLO 2002-1 LTD. By: Columbia Management Advisors, Inc., (f/k/a Stein Roe & Farnham Incorporated), As Investment Manager, as a Lender
	(name of institution)
By:	/s/ Brian J. Murphy
	Name:	Brian J. Murphy
	Title:	Vice President
Mountain Capital CLO 11 Ltd., as a Lender
	(name of institution)
By:	/s/ Chris Siddons
	Name:	Chris Siddons
	Title:	Director
Mountain Capital CLO 1 Ltd., as a Lender
	(name of institution)
By:	/s/ Chris Siddons
	Name:	Chris Siddons
	Title:	Director

Carlyle High Yield Partners, L.P., as a Lender
	(name of institution)
By:	/s/ Linda Pace
	Name:	Linda Pace
	Title:	Principal
Carlyle High Yield Partners II, Ltd., as a Lender
	(name of institution)
By:	/s/ Linda Pace
	Name:	Linda Pace
	Title:	Principal
Carlyle High Yield Partners III, Ltd., as a Lender
	(name of institution)
By:	/s/ Linda Pace
	Name:	Linda Pace
	Title:	Principal
Carlyle High Yield Partners IV, Ltd., as a Lender
	(name of institution)
By:	/s/ Linda Pace
	Name:	Linda Pace
	Title:	Principal
Carlyle Loan Opportunity Fund, as a Lender
	(name of institution)
By:	/s/ Linda Pace
	Name:	Linda Pace
	Tktle:	Principal

OCTAGON INVESTMENT PARTNERS III, LTD.
By:	Octagon Credit Investors, LLC as Portfolio Manager, as a Lender
	(name of institution)
By:	/s/ Andrew D. Gordon
	Name:	Andrew D. Gordon
	Title:	Portfolio Manager
OCTAGON INVESTMENT PARTNERS IV, LTD.
By:	Octagon Credit Investors, LLC as collateral manager, as a Lender
	(name of institution)
By:	/s/ Andrew D. Gordon
	Name:	Andrew D. Gordon
	Title:	Portfolio Manager
OCTAGON INVESTMENT PARTNERS V, LTD.
By:	Octagon Credit Investors, LLC as Portfolio Manager, as a Lender
	(name of institution)
By:	/s/ Andrew D. Gordon
	Name:	Andrew D. Gordon
	Title:	Portfolio Manager
OCTAGON INVESTMENT PARTNERS VI, LTD.
By:	Octagon Credit Investors, LLC collateral manager, as a Lender
	(name of institution)
By:	/s/ Andrew D. Gordon
	Name:	Andrew D. Gordon
	Title:	Portfolio Manager

Tuscany CDO, Limited
By:	PPM America, Inc., as Collateral Manager, as a Lender
	(name of institution)
By:
	Name:	David C. Wagner
	Title:	Managing Director

Hanover Square CLO Ltd., as a Lender
	(name of institution)
By:	/s/ Dean T. Criares
	Name:	Dean T. Criares
	Title:	Managing Director

Union Square CDO Ltd., as a Lender
	(name of institution)
By:	/s/ Dean T. Criares
	Name:	Dean T. Criares
	Title:	Managing Director

Monument Park CDO Ltd., as a Lender
	(name of institution)
By:	/s/ Dean T. Criares
	Name:	Dean T. Criares
	Title:	Managing Director

VAN KAMPEN SENIOR INCOME TRUST
By:	Van Kampen Investment Advisory Corp., as a Lender
	(name of institution)
By:	/s/ Brad Langs
	Name:	Brad Langs
	Title:	Executive Director

VAN KAMPEN SENIOR LOAN FUND
By:	Van Kampen Investment Advisory Corp., as a Lender
	(name of institution)
By:	/s/ Brad Langs
	Name:	Brad Langs
	Title:	Executive Director

CSAM FUNDING II, as a Lender
	(name of institution)
By:	/s/ Andrew H. Marshak
	Name:	Andrew H. Marshak
	Title:	Authorized Signatory

FIRST DOMINION FUNDING III, as a Lender
	(name of institution)
By:	/s/ Andrew H. Marshak
	Name:	Andrew H. Marshak
	Title:	Authorized Signatory

CSAM FUNDING III, as a Lender
	(name of institution)
By:	/s/ Andrew H. Marshak
	Name:	Andrew H. Marshak
	Title:	Authorized Signatory

ATRIUM, CDO, as a Lender
	(name of institution)
By:	/s/ Andrew H. Marshak
	Name:	Andrew H. Marshak
	Title:	Authorized Signatory

Stanfield Arbitrage CDO, Ltd.
By:	Stanfield Capital Partners LLC as its Collateral Manager, as a Lender
	(name of institution)
By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner

Windsor Loan Funding, Limited
By:	Stanfield Capital Partners LLC as its Investment Manager, as a Lender
	(name of institution)
By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner

Stanfield Quattro CLO, Ltd.
By:	Stanfield Capital Partners LLC As its Collateral Manager, as a Lender
	(name of institution)
By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner

Credit Lyonnais New York Branch, as a Lender
	(name of institution)
By:	/s/ Charles Heiosieck
	Name:	Charles Heiosieck
	Title:	Senior Vice President

Pacifica CDO II, Ltd.
By:	Alcentra, Inc. as its Investment Manager, as a Lender
	(name of institution)
By:	/s/ Dean K. Kawai
	Name:	Dean K. Kawai
	Title:	Vice President

New York Life Insurance And Annuity Corporation, as a Lender
	(name of institution)
By:	New York Life Investment Management LLC, its Investment Manager
By:	/s/ R. H. Diel
	Name:	R.H. Diel
	Title:	Director

ELF FUNDING TRUST III, as a Lender
	(name of institution)
By:	New York Life Investment Management LLC, its Attorney-in-Fact
By:	/s/ R. H. Diel
	Name:	R.H. Diel
	Title:	Director

NYLIM FLATIRON CLO 2003-1 LTD., as a Lender
	(name of institution)
By:	New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact
By:	/s/ R. H. Diel
	Name:	R.H. Diel
	Title:	Director

GoldenTree Loan Opportunities I, Limited
By:	GoldenTree Asset Management, LP, as a Lender
	(name of institution)
By:	/s/ Frederick S. Haddad
	Name:	Frederick S. Haddad
	Title:	Portfolio Manager

GoldenTree Loan Opportunities II, Limited
By:	GoldenTree Asset Management, LP, as a Lender
	(name of institution)
By:	/s/ Frederick S. Haddad
	Name:	Frederick S. Haddad
	Title:	Portfolio Manager

SENIOR DEBT PORTFOLIO
By:	Boston Management and Research as Investment Advisor, as a Lender
	(name of institution)
By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	(name of institution)
By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Michael B. Botthof

OXFORD STRATEGIC INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	(name of institution)
By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

EATON VANCE CDO II, LTD.
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	(name of institution)
By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

EATON VANCE CDO IV, LTD.
By:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	(name of institution)
By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

COSTANTINUS EATON VANCE CDO V, LTD.
BY:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	(name of institution)
By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

GRAYSON & CO
BY:	BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR, as a Lender
	(name of institution)
By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

BIG SKY SENIOR LOAN FUND, LTD.
By:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	(name of institution)
By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

EATON VANCE LIMITED DURATION INCOME FUND
By:	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	(name of institution)
By:	/s/ Michael B. Botthof
	Name:	Michael B. Botthof
	Title:	Vice President

1888 FUND, LTD., as a Lender
	(name of institution)
By:	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Fund Controller

MAGMA CDO LTD., as a Lender
	(name of institution)
By:	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Fund Controller

Deutsche Bank Trust Company Americas, as a Lender
	(name of institution)
By:	/s/ Scottye Lindsey
	Name:	Scottye Lindsey
	Title:	Vice President

APEX (Trimaran) CDO I, LTD.
By:	Trimaran Advisors, L.L.C., as a Lender
	(name of institution)
By:	/s/ David M. Millison
	Name:	David M. Millison
	Title:	Managing Director

BANK ONE, N.A., as a Lender
	(name of institution)
By:	/s/ Sharon Ellis
	Name:	Sharon Ellis
	Title:	Vice President

By: Callidus Debt Partners CLO Fund II, Ltd.
By: Its Collateral Manager,        Callidus Capital Management, LLC, as a Lender
	(name of institution)
By:	/s/ Mavis Taintor
	Name:	Mavis Taintor
	Title:	Managing Director

GULF STREAM— COMPASS CLO 2003–I, Ltd. by GULF STREAM ASSET MANAGEMENT,
as Collateral Manager, as a Lender
(name of institution)
By:	/s/ Barry K. Love
	Name:	Barry K. Love
	Title:	Chief Credit Officer

ELC (CAYMAN) LTD. CDO SERIES 1999-I

ELC (CAYMAN) LTD. 1999-II, as a Lender

      (name of institution)

By: /s/ David P. Wells

	Name:	David P. Wells, CFA
	Title:	Managing Director
SIMSBURY CLO LIMITED as a Lender
(name of institution)
By: David L. Babson & Company Inc.        under delegated authority from Massachusetts        Mutual Life Insurance Company as Collateral        Manager
By:	/s/    David P. Wells
	Name:	David P. Wells, CFA
	Title:	Managing Director

Citicorp North America, Inc., as a Lender       (name of institution)
By:	/s/ Eivind Hegelstad
	Name:	Eivind Hegelstad
	Title:	Vice President

Canyon Capital CDO 2001-1 Ltd.
An exempted limited liability company incorporated Under the laws of the Cayman Islands
By:	Canyon Capital Advisors LLC    a Delaware limited liability company, its Collateral Manager , as a Lender       (name of institution)
By:	/s/ R. Christian B. Evensen
	Name:	R. Christian B. Evensen
	Title:	Managing Partner

Canyon Capital CDO 2002-1 LTD
a California limited liablity company , as a Lender       (name of institution)
By:	/s/ R. Christian B. Evensen
	Name:	R. Christian B. Evensen
	Title:	Authorized Member

Toronto Dominion (New York) Inc. , as a Lender       (name of institution)
By:	/s/ Gwen Zirkle
	Name:	Gwen Zirkle
	Title:	Vice President

Trumbull THC, Ltd. as a Lender       (name of institution)
By:	/s/ Gwen Zirkle

Name:	Gwen Zirkle
Title:	Attorney in Fact

LCM I Limited Partnership By: Lyon Capital Management LLC,         as Collateral Manager , as a Lender         (name of institution)
By:	/s/ Farboud Tavangar
	Name:	Farboud Tavangar
	Title:	Senior Portfolio Manager

LCM II Limited Partnership By: Lyon Capital Management LLC,         as Attorney-in-Fact , as a Lender         (name of institution)
By:	/s/ Farboud Tavangar
	Name:	Farboud Tavangar
	Title:	Senior Portfolio Manager

Harbour View CLO IV, Ltd., as a Lender       (name of institution)
By:	/s/    Lisa Chaffee
	Name:	Lisa Chaffee
	Title:	Manager

Harbour View CLO V, Ltd., as a Lender       (name of institution)
By:	/s/ Lisa Chaffee
	Name:	Lisa Chaffee
	Title:	Manager
Oppenheimer Senior Floating Rate Fund, as a Lender       (name of institution)
By:	/s/ Lisa Chaffee

Name:	Lisa Chaffee
Title:	Manager

CREDIT SUISSE FIRST BOSTON, acting through its CAYMAN ISLANDS BRANCH, as a Lender       (name of institution)
By:	/s/ Joseph Adipietro
	Name:	Joseph Adipietro
	Title:	Director
By:	/s/ Joshua Parrish
	Name:	Joshua Parrish
	Title:	Associate

PUTNAM DIVERSIFIED INCOME TRUST, as a Lender       (name of institution)
By:	/s/ Beth Mazor
	Name:	Beth Mazor
	Title:	V.P.

PUTNAM MASTER INCOME TRUST, as a Lender       (name of institution)
By:	/s/ Beth Mazor
	Name:	Beth Mazor
	Title:	V.P.

PUTNAM MASTER INTERMEDIATE INCOME TRUST, as a Lender       (name of institution)
By:	/s/ Beth Mazor
	Name:	Beth Mazor
	Title:	V.P.

PUTNAM PREMIER INCOME TRUST, as a Lender       (name of institution)
By:	/s/ Beth Mazor
	Name:	Beth Mazor
	Title:	V.P.

PUTNAM VARIABLE TRUST—PVT DIVERSIFIED INCOME FUND, as a Lender       (name of institution)
By:	/s/ Beth Mazor
	Name:	Beth Mazor
	Title:	V.P.

PUTNAM HIGH YIELD ADVANTAGE FUND, as a Lender       (name of institution)
By:	/s/ Beth Mazor
	Name:	Beth Mazor
	Title:	V.P.

PUTNAM , VARIABLE TRUST—PVT HIGH YIELD FUND, as a Lender       (name of institution)
By:	/s/ Beth Mazor
	Name:	Beth Mazor
	Title:	V.P.

EX-12.1

Exhibit 12.1

CONCENTRA OPERATING CORPORATION

COMPUTATION OF RATIOS

Ratio of Earnings to Fixed Charges

(Unaudited)

	Years Ended December 31,															Nine Months Ended September 30,
	1998			1999			2000			2001			2002			2002			2003
	(dollars in thousands)
Earnings:
Income (loss) before income taxes	$	41,794		$	(17,512	)	$	(2,360	)	$	(14,650	)	$	1,026		$	(2,102	)	$	39,781
Less: Equity in earnings of unconsolidated subsidiaries net of related distributions		(218	)		(474	)		(1,210	)		(3,015	)		(850	)		(937	)		2,209
Fixed charges		25,282			44,126			77,438			77,042			75,560			57,584			51,740
Total earnings(1)	$	66,858		$	26,140		$	73,868		$	59,377		$	75,736		$	54,545		$	93,730
Fixed Charges:
Interest expense	$	18,021		$	35,779		$	68,932		$	67,250		$	63,981		$	48,880		$	43,154
Interest portion of rent expense		7,261			8,347			8,506			9,792			11,579			8,704			8,586
Total fixed charges	$	25,282		$	44,126		$	77,438		$	77,042		$	75,560		$	57,584		$	51,740
Ratio of earnings to fixed charges		2.6x			N/A			N/A			N/A			1.0x			N/A			1.8x

(1) For purposes of determining the ratio of earnings to fixed charges, earnings include income from continuing operations before income taxes adjusted for fixed charges and equity in earnings of unconsolidated subsidiaries and related distributions. Fixed charges consist of interest on debt, including amortization of debt issuance costs, and one-fourth of rent expenses, which we estimate as the interest component of such rentals.

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT ACCOUNTANT

We hereby consent to the use in this Registration Statement on Form S-4 of Concentra Operating Corporation of our report dated February 11, 2003, except for Note 14, as to which the date is July 31, 2003, relating to the financial statements and financial statement schedules of Concentra Operating Corporation, which appears in such Registration Statement.

/s/  PricewaterhouseCoopers

Dallas, TX

December 4, 2003

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) ¨

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.
(Address of principal executive offices)	10286 (Zip code)

CONCENTRA OPERATING CORPORATION

(Exact name of obligor as specified in its charter)

Nevada	75-2822620
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Concentra Preferred Systems, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 36-3715258 (I.R.S. employer identification no.)

National Healthcare Resources, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 11-3273542 (I.R.S. employer identification no.)

MetraComp, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 06-1095987 (I.R.S. employer identification no.)

Concentra Integrated Services Inc.

(Exact name of obligor as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 04-2658593 (I.R.S. employer identification no.)

First Notice Systems, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 04-3373927 (I.R.S. employer identification no.)

-2-

Focus Healthcare Management, Inc.

(Exact name of obligor as specified in its charter)

Tennessee (State or other jurisdiction of incorporation or organization) 62-1266888 (I.R.S. employer identification no.)

CRA-MCO, Inc.

(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 36-4266562 (I.R.S. employer identification no.)

CRA Managed Care of Washington, Inc.

(Exact name of obligor as specified in its charter)

Washington (State or other jurisdiction of incorporation or organization) 91-1374650 (I.R.S. employer identification no.)

Concentra Health Services, Inc.

(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 75-2510547 (I.R.S. employer identification no.)

OCI Holdings, Inc.

(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 75-2679204 (I.R.S. employer identification no.)

-3-

Concentra Management Services, Inc.

(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 93-1187448 (I.R.S. employer identification no.)

NHR Washington, Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 11-3379380 (I.R.S. employer identification no.)

Concentra Laboratory, LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 76-0546504 (I.R.S. employer identification no.)

HealthNetwork Systems LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 36-4285919 (I.R.S. employer identification no.)

Medical Network Systems LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)

-4-

OccuCenters I, L.P.

(Exact name of obligor as specified in its charter)

Texas (State or other jurisdiction of incorporation or organization) 75-2678146 (I.R.S. employer identification no.)

Concentra Preferred Business Trust

(Exact name of obligor as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 74-3024282 (I.R.S. employer identification no.)

Concentra Managed Care Business Trust

(Exact name of obligor as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 04-3449352 (I.R.S. employer identification no.)

Focus Healthcare Business Trust

(Exact name of obligor as specified in its charter)

Massachusetts (State or other jurisdiction of incorporation or organization) 74-3024280 (I.R.S. employer identification no.)

-5-

5080 Spectrum Drive Suite 400 West Addison, Texas (Address of principal executive offices) 75001 (Zip code)

9 ¹/2% Senior Subordinated Notes due 2010

(Title of the indenture securities)

-6-

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

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7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 3rd day of December, 2003.

THE BANK OF NEW YORK
By:	/S/    STACEY POINDEXTER
	Name:  STACEY POINDEXTER Title:    ASSISTANT TREASURER

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,688.426
Interest-bearing balances		4,380,259
Securities:
Held-to-maturity securities		270,396
Available-for-sale securities		21,509.356
Federal funds sold in domestic offices		1,269,945
Securities purchased under agreements to resell		5,320,737
Loans and lease financing receivables:
Loans and leases held for sale		629,178
Loans and leases, net of unearned income		38,241,326
LESS: Allowance for loan and lease losses		813,502
Loans and leases, net of unearned income and allowance		37,427,824
Trading Assets		6,323,529
Premises and fixed assets (including capitalized leases)		938,488
Other real estate owned		431
Investments in unconsolidated subsidiaries and associated companies		256,230
Customers’ liability to this bank on acceptances outstanding		191,307
Intangible assets
Goodwill		2,562,478
Other intangible assets		798,536
Other assets		6,636,012
Total assets	$	92,203,132

LIABILITIES
Deposits:
In domestic offices	$	35,637,801
Noninterest-bearing		15,795,823
Interest-bearing		19,841,978
In foreign offices, Edge and Agreement subsidiaries, and IBFs		23,759,599
Noninterest-bearing		599,397
Interest-bearing		23,160,202
Federal funds purchased in domestic offices		464,907
Securities sold under agreements to repurchase		693,638
Trading liabilities		2,634,445
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		11,168,402
Bank’s liability on acceptances executed and outstanding		193,690
Subordinated notes and debentures		2,390,000
Other liabilities		6,573,955
Total liabilities	$	83,516,437
Minority interest in consolidated subsidiaries		519,418
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,284
Surplus		2,057,234
Retained earnings		4,892,597
Accumulated other comprehensive income		82,162
Other equity capital components		0
Total equity capital		8,167,277
Total liabilities minority interest and equity capital	$	92,203,132

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell	Directors
Alan R. Griffith